three credit facility agreements for the Wastewater Enterprise Interim Funding — CleanPowerSF Sfpuc Commission, June 25, 2024 (part 2 of 3)

G-3
immediately notify the City if it becomes aware of any such fact during the term of this Agreement. (f) Earned Income Credit (“EIC”) Forms . San Francisco Administrative Code section 12O requires that employers provide their employees with IRS Form W -5 (The Earned Income Credit Advance Payment Certificate) and the IRS EIC Schedule, as set forth below. Employers can locate these forms at the IRS Office, on the Internet, or anywhere that Federal Tax Forms can be found.
(i) The Bank shall provide EIC Forms to each Eligible Employee at each of the following times: (A) within thirty days following the date on which this Agreement becomes effective (unless the Bank has already provided such EIC Forms at least once during the calendar year in which such effective date falls); (B) promptly after any Eligible Employee is hired by the Bank; and (C) annual ly between January 1 and January 31 of each calendar year during the term of this Agreement.
(ii) Failure to comply with any requirement contained in the immediately preceding paragraph shall constitute a material breach by the Bank of the terms of this Agreement. If, within thirty days after the Bank receives written notice of such a breach, the Bank fails to cure such breach or, if such breach cannot reasonably be cured within such period of thirty days, the Bank fails to commence efforts to cure w ithin such period or thereafter fails to diligently pursue such cure to completion, the City may pursue any rights or remedies available under this Agreement or under applicable law. (iii) Any subcontract entered into by the Bank shall require the subcontractor to comply, as to the subcontractor’s Eligible Employees, with each of the terms of this Section.
(iv) Capitalized terms used in this Section and not defined in this Agreement shall have the meanings assigned to such terms in Section 12O of the San Francisco Administrative Code.
(g) Local Business Enterprise Utilization; Liquidated Damages. (i) The LBE Ordinance. The Bank shall comply with all the requirements of the Disadvantaged Business Enterprise Ordinance set forth in Chapter 14B of the San Francisco Administrative Code as it now exists or as it may be amended in the future (collectively the “LBE Ordinance”), provided such amendments do not materially increase the Bank’s obligations or liabilities, or materially diminish the Bank’s rights, und er this Agreement. Such provisions of the LBE Ordinance are incorporated by reference and made a part of this Agreement as though fully set forth in this section. The Bank’s willful failure to comply with any applicable provisions of the LBE Ordinance is a material breach of the Bank’s obligations under this Agreement and shall entitle City, subject to any applicable notice and cure provisions set forth in this Agreement, to exercise any of the remedies provided for under this Agreement, under the LBE Ordinance or otherwise available at law or in equity, which remedies shall be cumulative unless this Agreement expressly provides that any remedy is exclusive. In addition, the Bank shall comply fully with all other

G-4
applicable local, state and federal laws proh ibiting discrimination and requiring equal opportunity in contracting, including subcontracting.
(ii) Compliance and Enforcement. If the Bank willfully fails to comply with any of the provisions of the LBE Ordinance, the rules and regulations implementing the LBE Ordinance, or the provisions of this Agreement pertaining to LBE participation, the Bank shall be liable for liquidated damages in an amount equal to the Bank’s net profit on this Agreement, or 10% of the total amount of this Agreement, or $1,000, whichever is greatest. The Director of the City’s Human Rights Commission or any other public official authorized to enforce the LBE Ordinance (separately and collectively, the “Director of HRC”) may also impose other sanctions against the Bank authorized in the LBE Ordinance, including declaring the Bank to be irresponsible and ineligible to contract with the City for a period of up to five years or revocation of the Bank’s LBE certification. The Director of HRC will determine the sanctions to be imposed, including the amount of liquidated damages, after investigation pursuant to the San Francisco Administrative Code Section 14B.17.

By entering into this Agreement, the Bank acknowledges and agrees that any liquidated damages assessed by the Director of the HRC shall be payable to City upon demand. The Bank further acknowledges and agrees that any liquidated damages assessed may be withheld from any monies due to the Bank on any contract with City.

The Bank agrees to maintain records necessary for monitoring its compliance with the LBE Ordinance for a period of three years following termination or expiration of this Agreement, and shall make such records available for audit and inspection by the Director of HRC or the Controller upon request.
(h) Drug-Free Workplace Policy. The Bank acknowledges that pursuant to the Federal Drug-Free Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited on Commission or City premises. The Bank agrees that any violation of this prohibition by the Bank, its employees, agents or assigns will be deemed a material breach of this Agreement.
(i) Compliance with Americans with Disabilities Act. The Bank acknowledges that, pursuant to the Americans with Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor, must be accessible to the disabled public. The Bank shall provide the services specified in this Agreement in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation. The Bank agrees not to discriminate against disabled persons in the provision of services, benefits or activities provided under this Agreement and further agrees that any violation of this prohibition on the part of the Bank, its employees, agents or assigns will constitute a material breach of this Agreement.
(j) Sunshine Ordinance. In accordance with San Francisco Administrative Code Section

67.24(e), contracts, contractors’ bids, responses to solicitations and all other records of communications between the Commission or the City and persons or firms seeking contracts, shall

G-5
be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person or organization’s net worth or other proprietary financial data submitted for qualification for a contract or other benefit until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request. (k) Requiring Minimum Compensation for Covered Employees. (i) The Bank agrees to comply fully with and be bound by all of the provisions of the Minimum Compensation Ordinance (“MCO”), as set forth in San Francisco Administrative Code Chapter 12P (“Chapter 12P”), including the remedies provided, and implementing guidelines and rules. The provisions of Chapter 12P are incorporated herein by reference and made a part of this Agreement as though fully set forth. The text of the MCO is available on the web at www.sfgov.org/olse/mco. A partial listing of some of the Bank’s obligations under the MCO is set forth in this Section. The Bank is required to comply with all the provisions of the MCO, irrespective of this listing of obligations in this Section.
(ii) The MCO requires the Bank to pay the Bank’s employees a minimum hourly gross compensation wage rate and to provide minimum compensated and uncompensated time off. The minimum wage rate may change from year to year and the Bank is obligated to keep informed of the then -current requirements. Any subcontract entered into by the Bank shall require the subcontractor to comply with the requirements of the MCO and shall contain contractual obligations substantially the same as those set forth in this Section. It is the Bank’s obligation to ensure that any subcontractors of any tier under this Agreement comply with the requirements of the MCO. If any subcontractor under this Agreement fails to comply, City may pursue any of the remedies set forth in this Section against the Bank.
(iii) The Bank shall not take adverse action or otherwise discriminate against an employee or other person for the exercise or attempted exercise of rights under the MCO.

Such actions, if taken within 90 days of the exercise or attempted exercise of such rights, will be rebuttably presumed to be retaliation prohibited by the MCO. (iv) The Bank shall maintain employee and payroll records as required by the MCO. If the Bank fails to do so, it shall be presumed that the Bank paid no more than the minimum wage required under State law.
(v) The City is authorized to inspect the Bank’s job sites and conduct interviews with employees and conduct audits of the Bank.
(vi) The Bank’s commitment to provide the Minimum Compensation is a material element of the City’s consideration for this Agreement. The City in its sole discretion shall determine whether such a breach has occurred. The City and the public will suffer actual damage that will be impractical or extremely difficult to determine if the Bank fails to comply with these requirements. The Bank agrees that the sums set forth in Section

G-6
12P.6.1 of the MCO as liquidated damages are not a penalty, but are reasonable estimates of the loss that the City and the public will incur for the Bank’s noncompliance. The procedures governing the assessment of liquidated damages shall be those set forth in Section 12P.6.2 of Chapter 12P.
(vii) The Bank understands and agrees that if it fails to comply with the requirements of the MCO, the City shall have the right to pursue any rights or remedies available under Chapter 12P (including liquidated damages), under the terms of the contract, and under applicable law. If, within 30 days after receiving written notice of a breach of this Agreement for violating the MCO, the Bank fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the Bank fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, the City shall have the right to pursue any rights or remedies available under applicable law, including those set forth in Section 12P.6(c) of Chapter 12P. Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to the City.
(viii) The Bank represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the MCO. (ix) The City may conduct random audits of the Bank. Random audits shall be (A) noticed in advance in writing; (B) limited to ascertaining whether Covered Employees are paid at least the mi nimum compensation required by the MCO; (C) accomplished through an examination of pertinent records at a mutually agreed upon time and location within ten days of the written notice; and (D) limited to one audit of the Bank every two years for the duration of this Agreement. Nothing in this Agreement is intended to preclude the City from investigating any report of an alleged violation of the MCO. (l) Requiring Health Benefits for Covered Employees . Unless exempt, the Bank agrees to comply fully with and be bound by all of the provisions of the Health Care Accountability Ordinance (“HCAO”), as set forth in San Francisco Administrative Code Chapter 12Q, including the remedies provided, and implementing regulations, as the same may be amended from time to time. The provisions of Chapter 12Q are incorporated herein by reference and made a part of this Agreement as though fully set forth herein. The text of the HCAO is available on the web at http://www.sfgov.org/lwlh.htm. Capitalized terms used in this Section and not defined in this Agreement shall have the meanings assigned to such terms in Chapter 12Q. (i) For each Covered Employee, the Bank shall provide the appropriate health benefit set forth in Section 12Q.3 of the HCAO. If the Bank chooses to offer the health plan option, such health plan shall meet the minimum standards set forth by the San Francisco Health Commission.
(ii) Notwithstanding the above, if the Bank is a small business as defined in Section 12Q.3(d) of the HCAO, it shall have no obligation to comply with part (i) above. (iii) The Bank’s failure to comply with the HCAO shall constitute a material

G-7
breach of this Agreement. The City shall notify the Bank if such a breach has occurred. If, within 30 days after receiving City’s written notice of a breach of this Agreement for violating the HCAO, the Bank fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the Bank fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, City shall have the right to pursue the remedies set forth in Section 12Q.5(f)(1-5). Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to City.
(iv) Any subcontract entered into by the Bank shall require the subcontractor to comply with the requirements of the HCAO and shall contain contractual obligations substantially the same as those set forth in this Section. The Bank shall notify City’s Office of Contract Administration when it enters into such a subcontract and shall certify to the Office of Contract Administration that it has notified the subcontractor of the obligations under the HCAO and has imposed the requirements of the HCAO on subcontractor through the subcontract. The Bank shall be responsible for its subcontractors’ compliance with this Chapter. If a subcontractor fails to comply, the City may pursue the remedies set forth in this Section against the Bank based on the subcontractor’s failure to comply, provided that City has first provided the Bank with notice and an opportunity to obtain a cure of the violation.
(v) The Bank shall not discharge, reduce in compensation, or otherwise discriminate against any employee for notifying City w ith regard to the Bank’s noncompliance or anticipated noncompliance with the requirements of the HCAO, for opposing any practice proscribed by the HCAO, for participating in proceedings related to the HCAO, or for seeking to assert or enforce any rights under the HCAO by any lawful means.
(vi) The Bank represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the HCAO. (vii) The Bank shall maintain employee and payroll records in complianc e with the California Labor Code and Industrial Welfare Commission orders, including the number of hours each employee has worked on the City Contract. (viii) The Bank shall keep itself informed of the current requirements of the HCAO.
(ix) The Bank shall provide reports to the City in accordance with any reporting standards promulgated by the City under the HCAO, including reports on subcontractors and subtenants, as applicable.
(x) The Bank shall provide City with access to records pertaining to compliance with HCAO after receiving a written request from City to do so and being provided at least ten business days to respond.

G-8
(xi) The Bank shall allow City to inspect the Bank’s job sites and have access to the Bank’s employees in order to monitor and determine compliance with HCAO. (xii) The City may conduct random audits of the Bank to ascertain its compliance with HCAO. The Bank agrees to cooperate with City when it conducts such audits. (xiii) If the Bank is exempt from the HCAO when this Agreement is executed because its amount is less than $25,000 ($50,000 for nonprofits), but the Bank later enters into an agreement or agreements that cause the Bank’s aggregate amount of all agreements with City to reach $75,000, all the agreements shall be thereaf ter subject to the HCAO.

This obligation arises on the effective date of the agreement that causes the cumulative amount of agreements between the Bank and the City to be equal to or greater than $75,000 in the fiscal year.
(m) Prohibition on Political Activity with City Funds. In accordance with San Francisco Administrative Code Chapter 12.G, the Bank may not participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure (collectively, “Political Activity”) in the performance of the services provided under this Agreement. The Bank agrees to comply with San Francisco Administrative Code Chapter 12.G and any implementing rules and regulations promulgated by the City’s Controller. The terms and provis ions of Chapter 12.G are incorporated herein by this reference. In the event the Bank violates the provisions of this section, the City may, in addition to any other rights or remedies available hereunder, (i) terminate this Agreement, and (ii) prohibit the Bank from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not consider the Bank’s use of profit as a violation of this section.
(n) Graffiti Removal. Graffiti is detrimental to the health, safety and welf are of the community in that it promotes a perception in the community that the laws protecting public and private property can be disregarded with impunity. This perception fosters a sense of disrespect of the law that results in an increase in crime; deg rades the community and leads to urban blight; is detrimental to property values, business opportunities and the enjoyment of life; is inconsistent with the City’s property maintenance goals and aesthetic standards; and results in additional graffiti and i n other properties becoming the target of graffiti unless it is quickly removed from public and private property. Graffiti results in visual pollution and is a public nuisance. Graffiti must be abated as quickly as possible to avoid detrimental impacts on the City and its residents, and to prevent the further spread of graffiti.

G-9
owner of the property or the owner’s authorized agent, and which is visible from the public right- of-way. “Graffiti” shall not include: (A) any sign or banner that is authorized by, and in compliance with, the applicable requirements of the San Francisco Public Works Code, the San Francisco Planning Code or the San Francisco Building Code; or (B) any mural or other painting or marking on the property that is protected as a work of fine art under the California Art Preservation Act (California Civil Code Sections 987 et seq.) or as a work of visual art under the Federal Visual Artists Rights Act of 1990 (17 U.S.C. Section 101 et seq.).

Any failure of the Bank to comply with this Section of this Agreement shall constitute a material breach of this Agreement.
(o) Food Service Waste Reduction Requirements. The Bank agrees to comply fully with and be bound by all of the provisions of the Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including the remedies provided, and implementing guidelines and rules. The provisions of Chapter 16 are incorporated herein by reference and made a part of this Agreement as though fully set forth. This provision is a material term of this Agreement. By entering into this Agreement, the Bank agrees that if it breaches this provision, the City will suffer ac tual damages that will be impractical or extremely difficult to determine; further, the Bank agrees that the sum of one hundred dollars ($100) liquidated damages for the first breach, two hundred dollars ($200) liquidated damages for the second breach in t he same year, and five hundred dollars ($500) liquidated damages for subsequent breaches in the same year is reasonable estimate of the damage that the City will incur based on the violation, established in light of the circumstances existing at the time this Agreement was made. Such amount shall not be considered a penalty, but rather agreed monetary damages sustained by the City because of such Bank’s failure to comply with this provision. (p) Preservative-treated Wood Containing Arsenic . The Bank may not purchase preservative-treated wood products containing arsenic in the performance of this Agreement unless an exemption from the requirements of Chapter 13 of the San Francisco Environment Code is obtained from the Department of the Environment under Sec tion 1304 of the Code. The term “preservative-treated wood containing arsenic” shall mean wood treated with a preservative that contains arsenic, elemental arsenic, or an arsenic copper combination, including, but not limited to, chromated copper arsenate preservative, ammoniacal copper zinc arsenate preservative, or ammoniacal copper arsenate preservative. The Bank may purchase preservative- treated wood products on the list of environmentally preferable alternatives prepared and adopted by the Department o f the Environment. This provision does not preclude the Bank from purchasing preservative-treated wood containing arsenic for saltwater immersion. The term “saltwater immersion” shall mean a pressure-treated wood that is used for construction purposes or facilities that are partially or totally immersed in saltwater.
(q) Nondisclosure of Private Information. The Bank agrees to comply fully with and be bound by all of the provisions of Chapter 12M of the San Francisco Administrative Code (the “Nondisclosure of Private information Ordinance” ), including the remedies provided. The provisions of the Nondisclosure of Private Information Ordinance are incorporated herein by reference and made a part of this Agreement as though fully set forth. Capitalized terms used in this section and not defined in this Agreement shall have the meanings assigned to such terms in

G-10
the Nondisclosure of Private Information Ordinance. Consistent with the requirements of the Nondisclosure of Private Information Ordinance, the Bank agrees to all of the following:
(i) Neither the Bank nor any of its Subcontractors shall disclose Private Information obtained from the City in the performance of this Agreement to any other Subcontractor, person, or other entity, unless one of the following is true:
(1) the disclosure is authorized by this Agreement;
(2) the Bank received advance written approval from the Contracting Department to disclose the information; or
(3) the disclosure is required by law or judicial order. (ii) Any disclosure or use of Private Information authorized by this Agreement shall be in accordance with any conditions or restrictions stated in this Agreement. Any disclosure or use of Private Information authorized by a Contracting Department shall be in accordance with any conditions or restrictions stated in the approval. (iii) Private Information shall mean any information that: (1) could be used to identify an individual, including without limitation, name, address, social security number, medical information, financial information, date and location of birth, and names of relatives; or (2) the law forbids any person from disclosing. (iv) Any failure of the Bark to comply with the Nondisclosure of Private Information Ordinance shall be a material breach of this Agreement. In such an event, in addition to any other remedies available to it under equity or law, the City may terminate this Agreement, debar the Bank, or bring a false claim action against the Bank. (r) Proprietary or Confidential Information of City . The Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights her eunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the City and its obligations, (g) with the consent of the City or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Bank on a nonconfidential basis from a source other than the City. For the purposes of this Section, “Information” means all information received from the City relating to the City or its business, other than any such

G-11
information that is available to the Bank on a nonconfidential basis prior to disclosure by the City; provided that, in the case of information received from the City after the date hereof, such information is clearly iden tified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
(s) Submitting False Claims; Monetary Penalties . Pursuant to San Francisco Administrative Code Section 21.35, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for three times the amount of damages which the City sustains because of the false claim. A contractor, subcontractor or consultant who submits a false claim shall also be liable to the City for the costs, including attorneys’ fees, of a civil action brought to recover any of those penalties or damages, and may be liable to the City for a civil penalty of up to $10,000 for each false claim. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant: (i) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (ii) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (iii) conspires to defraud the City by getting a false claim allowed or paid by the City; (iv) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (v) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim. (t) Subcontracting. Except as otherwise provided in this Agreement, the Bank is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is first approved by City in writing. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. An agreement made in violation of this provision shall confer no rights on any party and shall be null and void.
(u) Non-Waiver of Rights. The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.
(v) City a Third Party Beneficiary . The City is her eby designated as a third party beneficiary for the purpose of enforcing all of the obligations of the Bank contained in this Exhibit G to the Agreement.

EXHIBIT H-1

FORM OF EOD NO-ISSUANCE NOTICE
Public Utilities Commission of the City and County of San Francisco 525 Golden Gate Ave., 13th Floor
San Francisco, California 94102
Attention: Chief Finance Officer

U.S. Bank Trust Company, National Association
Corporate Trust Services
100 Wall Street, Suite 600
New York, New York 10005
Attention: Michelle Lee

Re: Revolving Credit and Term Loan Agreement,
dated as of July 1, 2022
Ladies and Gentlemen:

Pursuant to Section 8.2(c) of the Revolving Credit and Term Loan Agreement dated as of July 1, 2022 (as amended and supplemented from time to time, the “Agreement”), by and between the P
UBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), and TD BANK, N.A. (the “Bank”), the Bank hereby notifies you that:
(a) an Event of Default of the type set forth in clause ____ of Section 8.1 of the Agreement has occurred and is continuing;
(b) the Commitment is hereby reduced to the principal amount of Series A -4 Notes currently Outstanding;
(c) on the maturity date of each s uch Series A -4 Note, after any Advance required to pay such Series A-4 Note is made, the Commitment shall be reduced further by an amount equal to the principal amount of such Series A-4 Note; and (d) upon the last maturity date of all such Series A-4 Notes, after any Advance required to pay Series A-4 Notes maturing on such date is made, the Commitment shall be terminated.

H-1-2
The terms capitalized herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Very truly yours,
TD BANK, N.A.

By ____________________________________
Name ________________________________
Title _________________________________

EXHIBIT H-2

FORM OF SUBORDINATED BONDS

NO-ISSUANCE NOTICE
Public Utilities Commission of the City and County of San Francisco 525 Golden Gate Ave., 13th Floor
San Francisco, California 94102
Attention: Chief Finance Officer

U.S. Bank Trust Company, National Association
Corporate Trust Services
100 Wall Street, Suite 600
New York, New York 10005
Attention: Michelle Lee

Re: Revolving Credit and Term Loan Agreement,
dated as of July 1, 2022
Ladies and Gentlemen:

Pursuant to Section 2.13 of the Revolving Credit and Term Loan Agreement dated as of July 1, 2022 (as amended and supplemented from time to time, the “Agreement”), by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), and TD BANK, N.A. (the “Bank”), the Bank hereby notifies you that:
(a) the Commission has issued Subordinated Wastewater Bonds; (b) the Commitment is hereby reduced to the principal amount of Series A -4 Notes currently Outstanding;
(c) on the maturity date of each such Series A -4 Note, after any Advance required to pay such Series A-4 Note is made, the Commitment shall be reduced further by an amount equal to the principal amount of such Series A-4 Note; and (d) upon the last maturity date of all such Series A-4 Notes, after any Advance required to pay Series A-4 Notes maturing on such date is made, the Commitment shall be terminated.

H-2-2
The terms capitalized herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Very truly yours,
TD BANK, N.A.

By ____________________________________
Name ________________________________
Title _________________________________

EXHIBIT I

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO

CERTIFICATE REGARDING CONDITIONS PRECEDENT TO A TERM LOAN The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) hereby provides this Certificate, dated as of the [______, 20__], the Term Loan Date, to the Bank (as defined below), in connection with its request for a Term Loan as r equired by Section 3.3(d) of the Revolving Credit and Term Loan Agreement, dated as of July 1, 2022 (as amended and supplemented from time to time, the “Agreement”), by and between the Commission and TD BANK, N.A. (the “Bank”). All capitalized terms utilized herein and not defined herein shall have the meaning set forth in the Agreement.

In order to induce the Bank to make a Term Loan under the Agreement, the Commission represents and warrants, as of the date hereof as follows:

1. The undersigned is an Authorized Representative of the Commission.

2. The Commission is in compliance with Sections 3.3(a) and (c) of the Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Certificate Regarding Conditions Precedent to a Term Loan as of the date first above written.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO
By ____________________________________
Name ________________________________
Title _________________________________

EXHIBIT J

WASTEWATER BOND INDENTURE

EXAMPLE ADDITIONAL BONDS CERTIFICATE AND EXAMPLE REPORT

FORM OF CERTIFICATE REGARDING ISSUANCE OF
WASTEWATER REVENUE BONDS:
$__________

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS
$__________
20__ SERIES __
$__________
20__ SERIES __
$__________
20__ SERIES __

CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS
The Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 20__ Series __, 20__ Series __ and 20__ Series __ (collectively, the “Bonds”) in the aggregate principal amount of $_________, have been issued pursuant to an Indenture (the “Original Indenture” ), dated as of January 1, 2003, by and between the Public Utilities Commission of the City and County of San Franc isco (the “Commission”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented and amended to date, including as supplemented by the ______ Supplemental Indenture (the “______ Supplemental Indenture”) and the ______ Supplemental Indenture (the “______ Supplemental Indenture” ), each dated as of ______ 1, 20__, each by and between the Commission and the Trustee. (The Original Indenture as amended and supplemented to date is referred to herein as the “Indenture”).

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Pursuant to Sections 3.05(f) of the Indenture, the undersigned, on behalf of the Commission, solely in their official and not in their personal capacities, certify as follows:
(a) We have read the provisions of Sections 3.05 and 3.07 of the Indenture and the definitions of the terms used or referenced therein or relating thereto, and we have made or caused to be made such examination or investigation as i s necessary to enable us to express an informed opinion as to the matters required thereby, and in our opinion this certificate satisfies the requirements of Sections 3.05 and 3.07 of the Indenture. (b) No Event of Default has occurred and is continuing under the Indenture and no event has occurred which, but for the passage of time or the giving of notice, would constitute an Event of Default under the Indenture.
(c) The aggregate principal amount of bonds, including the Bonds, issued under

-3-
the Indenture does not exceed any limitation imposed by law or by any Supplemental Indenture.
(d) Set forth in Exhibit A hereto are estimates for each of the next three Fiscal Years and for the three Fiscal Years following the Fiscal Year in which AECOM Technical Services, Inc., Consulting Engineers to the Commission (the “Consulting Engineers” ), estimate the projects funded with proceeds from the Bonds will be completed (as set forth in the Certificate of the Consulting Engineers attached hereto as Exhibit B) of: (i) Revenues, (ii) Operation and Maintenance Costs of the Enterprise, (iii) Net Revenues and (iv) Annual Debt Service, which demonstrate that the estimated Net Revenues in each such Fiscal Year is at least equal to 1.25 times the Annual Debt Service for such r espective Fiscal Years.
[E
ND OF CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS]

[Signature page to Certificate Regarding Issuance of Additional Bonds] IN WITNESS WHEREOF, the undersigned have executed this Certificate Regarding Issuance of Additional Bonds as of this ___ day of _______, 20__.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO
By: ____________________________________
_____________________________________
Name: _______________________________
Title: ________________________________
By: ____________________________________
_____________________________________
Name: _______________________________
Title: ________________________________

EXHIBIT A

TO CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS

ESTIMATE OF REVENUES

ANNUAL DEBT SERVICE, AND

RESULTING COVERAGE RATIO
(FISCAL YEARS 20__-__ THROUGH 20__-__)

FISCAL YEAR

ESTIMATED

REVENUES

ESTIMATED

OPERATION
AND

MAINTENANCE
COSTS

ESTIMATED
NET

REVENUES

ESTIMATED
ANNUAL
DEBT

SERVICE

COVERAGE
RATIO

ESTIMATE OF REVENUES

ANNUAL DEBT SERVICE, AND

RESULTING COVERAGE RATIO
(FISCAL YEARS 20__-__ THROUGH 20__-__)

FISCAL YEAR

ESTIMATED

REVENUES

ESTIMATED

OPERATION
AND

MAINTENANCE
COSTS

ESTIMATED
NET

REVENUES

ESTIMATED
ANNUAL
DEBT

SERVICE

COVERAGE
RATIO

EXHIBIT B

TO CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS
[REPORT OF CONSULTING ENGINEER ATTACHED]

CERTIFICATE OF THE CONSULTING ENGINEERS
PURSUANT TO SECTION 3.05(F)(I) OF THE INDENTURE
This Certificate has been prepared by AECOM Technical Services, Inc. (the “Consulting Engineers”) at the request of the Publ ic Utilities Commission of the City and County of San Francisco (the “Commission”) in connection with the issuance of the Commission’s Wastewater Revenue Bonds, 20__ Series __, 20__ Series __ and 20__ Series __ (collectively, the “Bonds”) to comply with th e requirements of Section 3.05(f)(1) of the indenture, dated January 1, 2003, as amended and supplemented, including as supplemented by that certain _______ Supplemental Indenture, dated as of _____ 1, 20__, and by that certain ______ Supplemental Indentur e, dated as of _____ 1, 20__, each by and between the Commission and U.S. Bank Trust Company, National Association (collectively, the “Indenture”),
The findings and conclusions set forth in this Certificate are based on Consulting Engineers’ consultation with certain employees of the Commission. The conclusions contained below constitute only the opinion of Consulting Engineers, and Consulting Engineers have relied on various background documents, statements and other information supplied by the Commission, its employees and other consultants, which information Consulting Engineers has assumed (without independently verifying) to be accurate and reliable.

Based upon its review as described below, Consulting Engineers conclude the following with respect to the portion of Bond proceeds being used to finance the construction of the 20__ Series __ Project, the 20__ Series __ Project and the 20__ Series __ Project (each as defined in the Indenture and, collectively, the “Project”):

1. An estimate of the completion date of the Project for which the Bonds are being issued is ________.

2. An estimate of the cost of construction of the Project being financed with the Bonds is $________.

Dated: _________, 20__

AECOM T
ECHNICAL SERVICES, INC.

By: ____________________________________
_____________________________________
Name: _______________________________
Title: ________________________________

B-2

CERTIFICATE OF THE CONSULTING ENGINEERS
IN CONNECTION WITH SECTION 8B.124 OF THE CHARTER OF THE CITY AND

COUNTY OF SAN FRANCISCO AND THE INDENTURE OF THE SAN FRANCISCO

PUBLIC UTILITIES COMMISSION (SFPUC) AUTHORIZING THE SALE OF

WASTEWATER REVENUE BONDS AND / OR OTHER FORMS OF INDEBTEDNESS,

INCLUDING COMMERCIAL PAPER AND STATE AND FEDERAL LOANS
This Certificate has been prepared by AECOM Technical Services, Inc., (AECOM), an independent consulting firm, at the request of the San Francisco Public Utilities Commission (SFPUC) in connection with the issuance by the SFPUC of its Wastewater Revenue Bonds and/or other forms of Indebtedness, including Commercial Paper and State and Federal loans.

Proposition E requires certification by an independent consulting engineer that, among other things, “(i) the Projects to be financed with proceeds of bonds under Proposition E, including the prioritization, scheduling and cost estimates thereof, meet generally accepted utility standards.” Section A below includes projects in the Sewer System Improvement Program (SSIP) and other portions of the Wastewater Enterprise’s capital program, and certifies that (i) the anticipated projects to be financed by the proposed Revenue Bonds and/or Commercial Paper Notes ( the “Notes”), or State and Federal loans including the prioritization, cost estimates and scheduling, meet generally accepted utility standards.
• The findings and conclusions in this Certificate are based on AECOM’s review of the following Documents, references and data provided by the SFPUC:
• Wastewater Enterprise Capital Improvement Program Quarterly Report – (Q__, FY 20__-__), dated ________, 20__.
• Wastewater Enterprise Revenue Bonds and Other Forms of Indebtedness – FY 20__-__ and FY 20__- __ Capital Improvement Projects (Attachment A, as included with the Environmental Planning Certification date _______, 20__). • Discussions with SFPUC staff.

1. Based upon its review of the Documents and in reliance on the information presented in the Documents, references and data, and in reliance upon conversations and representations of SFPUC staff, the undersigned certifies that the Projects, including prioritization, cost estimates, and scheduling, meet generally accepted utility standards.

2. The Documents contain information about the current status of the Projects, including estimated completion dates and the cost of completion of such Projects.

B-3
While developing the Certificate, AECOM reviewed the Documents, references and data and consulted with SFPUC staff. This Certification of the CIP is based on the information provided by the SFPUC. The conclusions and observations contained herein constitute only the opinions of AECOM. The various background documents, statements, and other information supplied by the SFPUC , its employees, and other consultants have been relied upon as being accurate in the performance of these analyses; however, no assurances are given nor warranties implied by AECOM as to the accuracy of such information. AECOM makes no certification and gives no assurances except as explicitly set forth in this document.

Attachment A
Wastewater Enterprise Revenue Bonds and Other Forms of Indebtedness FY 20__-__ and FY 20__-__ Capital Improvement Projects
SECTION A: CERTIFICATION OF [SSIP AND WF&I]
AECOM’s review of the Documents, references and data for Section A included a “programmatic approach” such that AECOM certifies that the revenue bonds and/or commercial paper proceeds or state or federal loans are intended to be used by the SFPUC to fund the capital projects included in the Wastewater Enterprise’s [SSIP] and other portions of the W astewater Enterprise’s capital program. Projects may be moved on or off the CIP list, modified, delayed or accelerated as necessary due to scheduling, budgeting, or other constraints.

Based upon our review of the Documents, references and data provided by the SFPUC, AECOM certifies that the projects to be financed by the revenue bonds and/or commercial paper program, as identified in the Wastewater Enterprise’s [SSIP and WF&I Program] including the prioritization, cost estimates and scheduling, meet generally accepted utility standards.

Dated this ___ day of ______, 20__
AECOM TECHNICAL SERVICES, INC.

By: ____________________________________
_____________________________________
Name: _______________________________
Title: ________________________________

SCHEDULE I

ESTIMATED COMPLETION DATE AND COST OF CONSTRUCTION OF PROJECT Reference the following:
• Attachment A for the list of projects
• Wastewater Enterprise Capital Improvement Program Quarterly Report – (Q__, FY 20__-__), dated ________, 20__ for the estimated completion date and project costs

FORM OF CERTIFICATE REGARDING ISSUANCE OF
WASTEWATER REVENUE BONDS:
$__________

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS
$__________
20__ SERIES __
$__________
20__ SERIES __
$__________
20__ SERIES __

CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS
The Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 20__ Series __, 20__ Series __ and 20__ Series __ (collectively, the “Bonds”) in the aggregate principal amount of $_________, have been issued pursuant to an Indenture (the “Original Indenture” ), dated as of January 1, 2003, by and between the Public Utilities Commission of the City and County of San Francisco (the “Commission” ) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented and amended to date, including as supplemented by the ______ Supplemental Indenture (the “______ Supplemental Indenture”) and the ______ Supplemental Indenture (the “______ Supplemental Indenture” ), each dated as of ______ 1, 20__, each by and between the Commission and the Trustee. (The Original Indenture as amended and supplemented to date is referred to herein as the “Indenture”).

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Pursuant to Sections 3.05(f) of the Indenture, the undersigned, on behalf of the Commission, solely in their official and not in their personal capacities, certify as follows:
(a) We have read the provisions of Sections 3.05 and 3.07 of the Indenture and the definitions of the terms used or referenced therein or relating thereto, and we have made or caused to be made such examination or investigation as is necessary to enable us to express an informed opinion as to the matters required thereby, and in o ur opinion this certificate satisfies the requirements of Sections 3.05 and 3.07 of the Indenture. (b) No Event of Default has occurred and is continuing under the Indenture and no event has occurred which, but for the passage of time or the giving of not ice, would constitute an Event of Default under the Indenture.
(c) The aggregate principal amount of bonds, including the Bonds, issued under the Indenture does not exceed any limitation imposed by law or by any Supplemental Indenture.
(d) [Test in Secti on 3.05(f)(ii)(1)] [The Net Revenues for [the most recent Fiscal Year for which audited financial statements are available (the fiscal year ended _____, 20__)][the consecutive twelve calendar month period ended on [___________],

-2-
2021, which period is withi n the eighteen calendar month period preceding the date of the issuance of the Bonds], produced a sum equal to at least one hundred twenty-five percent (125%) of the Annual Debt Service for the current Fiscal Year (the fiscal year ending ___, 20__) (calcul ated as of the date of sale of, and including, the Bonds), as set forth in Exhibit A attached hereto, such calculations being made in accordance with the provisions of the Indenture.] or [Test in Section 3.05(f)(ii)(2)] [The Net Revenues projected by the C ommission for each of the next three Fiscal Years, including any amounts projected to be received from any adopted rate increases and fund balances of the Commission which are projected to be available for the payment of Debt Service (but excluding the Bond Reserve Fund), produced a sum equal to at least one hundred twenty -five percent (125%) of the Annual Debt Service (calculated as of the date of sale of, and including, the Bonds) in each of such Fiscal Years, as set forth in Exhibit A hereto, such calcul ations being made in accordance with the provisions of the Indenture.]
[E
ND OF CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS]

PUBLIC UTILITIES COMMISSION OF THE CITY AND

EXHIBIT A

TO CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS
[Test in Section 3.05(f)(ii)(1)]

Net Revenues for [fiscal year ended _____, 20__] or [the consecutive twelve calendar month period ended _____,
20__]
$[______]
Annual Debt Service for fiscal year ending _____, 20__ $[______] Net Revenues as a percent of Annual Debt Service [__]%
[Test in Section 3.05(f)(ii)(2)]

ESTIMATE OF REVENUES

ANNUAL DEBT SERVICE, AND

RESULTING COVERAGE RATIO
(FISCAL YEARS 20__-__ THROUGH 20__-__)

FISCAL YEAR

ESTIMATED

REVENUES

ESTIMATED

OPERATION
AND

MAINTENANCE
COSTS

ESTIMATED
NET

REVENUES

ESTIMATED
ANNUAL
DEBT

SERVICE

COVERAGE
RATIO

FORM OF CERTIFICATE REGARDING ISSUANCE OF PARITY LOANS:

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO
[PROJECT NAME]
CLEAN WATER STATE REVOLVING FUND PROJECT NO. ____-___
[PROJECT NAME]
CLEAN WATER STATE REVOLVING FUND PROJECT NO. ____-___
[PROJECT NAME]
CLEAN WATER STATE REVOLVING FUND PROJECT NO. ____-___
(WASTEWATER ENTERPRISE)

CERTIFICATE REGARDING ENTERING INTO PARITY LOANS

PURSUANT TO WASTEWATER INDENTURE
The Public Utilities Commission of the City and County of San Francisco (the “Commission”) has entered into that certain Installment Sale Agreement, with an eligible start date of _______, by and between the Commission and the California State Water Resources Control Board (the “SWB” ), securing that certain state revolving loan relating to Clean Wat er State Revolving Fund ( “CWSRF”) Project No. ____- ___ evidenced thereby; that certain Installment Sale Agreement, with an eligible start date of _______, by and between the Commission and the SWB, securing that certain state revolving loan relating to CWS RF Project No. ____-___evidenced thereby; and, that certain Installment Sale Agreement, with an eligible start date of _______, by and between the Commission and the SWB, securing that certain state revolving loan relating to CWSRF Project No. ____-___ (collectively, the “Parity State Loans”) evidenced thereby and each made by the SWB to the Commission to finance certain projects benefiting the wastewater Enterprise (as such term in defined in the Indenture, dated as of January 1, 2003, by and between the C ommission and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as previously supplemented and amended, and as further supplemented and amended by the Fifth Supplemental Indenture, dated as of September 14, 2017, and the Sixth Supplemental Indenture, dated as of July 1, 2018, by and between the Commission and the Trustee (referred to herein as the “Wastewater Indenture” ). [DESCRIBE PARITY FEDERAL LOANS] Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Wastewater Indenture. Pursuant to Section 3.08 of the Wastewater Indenture, the undersigned, on behalf of the Commission, solely in their official and not in their personal capacities, certify as follows:
(a) We have read the provisions o f Section 3.08 of the Wastewater Indenture and the definitions of the terms used or referenced therein or relating thereto, and we have

[Signature Page to Certificate Regarding Entering into Parity Loans Pursuant to Wastewater Indenture]
made or caused to be made such examination or investigation as is necessary to enable us to express an informed opinion as to the matters required thereby, and in our opinion this certificate satisfies the requirements of Section 3.08 of the Wastewater Indenture. (b) No Event of Default has occurred and is continuing under the Wastewater Indenture or any Supplemental Indenture and no event has occurred which, but for the passage of time or the giving of notice, would constitute an Event of Default under the Wastewater Indenture or any Supplemental Indenture.
(c) Set forth in Exhibit A hereto are estimates for each of the next three Fiscal Years of: (i) Revenues, (ii) Operation and Maintenance Costs of the Enterprise, (iii) Net Revenues (together with any fund balances of the Commission available for the payment of Debt Service, but excluding the Bond Reserve Fund, and (iv) Annual Debt Service, which demonstrate that the estimated Net Revenues (together with any fund balances of the Commission available for the payment of Debt Service, but excluding the Bond Reserve Fund) in each of such Fiscal Years is at least equal to 1.25 times the Annual Debt Service for such respective Fiscal Years.
[E

ND OF CERTIFICATE REGARDING ENTERING INTO PARITY LOANS PURSUANT TO WASTEWATER INDENTURE]

IN WITNESS WHEREOF, the undersigned have executed this Certificate of the Commission this ___ day of ______, 20__.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

EXHIBIT A

ESTIMATE OF REVENUES, OPERATIONS AND MAINTENANCE COSTS, NET REVENUES (INCLUDING ANY AVAILABLE FUND BALANCE),

ANNUAL DEBT SERVICE AND DEBT SERVICE COVERAGE
(FISCAL YEARS: 20__-__ THROUGH 20__-__)
(IN $000S)
FISCAL
YEAR

ESTIMATED

REVENUES

ESTIMATED

OPERATIONS
AND

MAINTENANCE
COSTS

ESTIMATED
NET

REVENUES
(INCLUDING
ANY

AVAILABLE
FUND
BALANCE1)

ESTIMATED
ANNUAL
DEBT

SERVICE
DEBT

SERVICE
COVERAGE2
20__-__
20__-__
20__-__

1 “Any Available Fund Balance” means any fund balances of the Commission available for the payment of Debt Service (as defined in the Wastewater Indenture), but excluding the Bond Reserve Fund (as defined in the Indenture), as permitted by Section 3.08 of the Wastewater Indenture. Estimated Net Revenues in Fiscal Years 20__-__, 20__-__ and 20__-__ are $________, $________and $________, respectively. 2 Pursuant to Wastewater Indenture, minimum 1.25 times coverage required.

EXHIBIT K
[RESERVED]

EXHIBIT L

FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate (this “Certificate” ) is furnished to TD BANK, N.A. (the “Bank”) pursuant to that certain Revolving Credit and Term Loan Agreement dated as of July 1, 2022 (the “Agreement”), between the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and Bank. Unless otherwise defined herein, the terms used in this Certificate shall have the meanings assigned thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am an Authorized Representative of the Commission;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Commission during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and

4. To the best of my knowledge the financial statements required by Section

7.1(a) of the Agreement and being furnished to you concurrently with this certificate fairly represent the consolidated financial condition of the Commission in accordance with GAAP (subject to year end adjustments) as of the dates and for the periods covered thereby Describe below the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Commission has taken, is taking, or proposes to take with respect to each such condition or event:
_________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered this _________ day of _______________, 20__.

UBLIC UTILITIES COMMISSION OF THE CITY AND

L-2

COUNTY OF SAN FRANCISCO
By ____________________________________
Name: ______________________________
Title: _______________________________

EXHIBIT M

LIST OF QUALIFIED DEALERS

BANK OF AMERICA MERRILL LYNCH
BARCLAY’S CAPITAL INC.

CITIGROUP GLOBAL MARKET IN.

GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC

JEFFERIES LLC

LOOP CAPITAL MARKETS LLC
MORGAN STANLEY & CO. LLC
PIPER JAFFRAY & CO.

RAYMOND JAMES & ASSOCIATES, INC.

RBC CAPITAL MARKETS, LLC
SIEBERT CISNEROS SHANK & CO., L.L.C.

SMBC NIKKO SECURITIES AMERICA, INC. (SUMITOMO MITSUI BANKING

CORPORATION)
STIFEL NICOLAS & COMPANY, INC.

TD SECURITIES
U.S. BANCORP INVESTMENTS, INC. U.S. BANK MUNICIPAL PRODUCTS GROUP (A DIVISION OF U.S. BANK NATIONAL ASSOCIATION)
UBS FINANCIAL SERVICES INC.

WELLS FARGO

CHAPMAN DRAFT
MAY 16, 2024
1291518391-3c__sfpuc___ww_a_4___ar_fee_letter__td_bank_ 4295325

AMENDED AND RESTATED FEE LETTER
DATED [________], 2024
Reference is hereby made to the (i) Revolving Credit and Term Loan Agreement dated as of July 1, 2022 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”), by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), organized and existing under the Constitution and the laws of the State of California and the Charter of the City and County of San Francisco, and T D BANK, N.A. (the “Bank”), relating to the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (W astewater Series, Proposition E) Series A-4 (Tax - Exempt) (collectively, the “Notes”), and (ii) the Fee Letter dated as of Jul y 7, 2022 (the “Original Fee Letter”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

The Commission has requested that the Bank make certain modifications to the Original Fee Letter and, for the sake of clarity and convenience, the Bank and the Commission wish to amend and restate the Original Fee Letter in its entirety. The Commission acknowledges and agrees that all fees previously paid to the Bank under the Original Fee Letter were fully earned and nonrefundable. The purpose of this Amended and Restated Fee Letter (the “Fee Letter”) is to confirm the agreement between the Bank and the Commission with respect to, among other things, certain fees payable to the Bank. This Fee Letter is the Fee Letter r eferenced in the Agreement, and the terms hereof are incorporated by reference into the Agreement. This Fee Letter and the Agreement are to be construed as one agreement between the Commission and the Bank, and all obligations hereunder are to be construe d as obligations thereunder. All references to amounts due and payable under the Agreement will be deemed to include all amounts, fees and expenses payable under this Fee Letter.

A
RTICLE I. FEES AND OTHER AGREEMENTS.

Section 1.1. Facility Fee. The Commi ssion hereby agrees to pay or cause to be paid to the Bank, in immediately available funds, without any requirement of notice or demand, on [July 1], 2024, for the period commencing on [April 1] , 2024 and ending on [June 30] , 20241, and in arrears on the first Business Day of each January, April, July and October occurring thereafter to the last day of the Commitment Period, and on the last day of the Commitment Period, a non-refundable Facility Fee (the “Facility Fee” ) with respect to the commitment of the Bank under the Agreement on the Available Commitment (for purposes of this Section 1.1, the Available Commitment shall be deemed not to be reduced during any period for which the Bank’s obligation to purchase Notes has been suspended pursuant to Section 8.2(b) of the Agreement) for each day during each related period in respect of which such payment is to be made at the rate per annum (the “Facility Fee Rate” ) specified below based upon the then applicable Ratings (as defined below) set forth in the applic able Level in the below pricing grid for each day during each related period:

1 Dates to be adjusted depending on closing date.
-2-
(i) for the period commencing on April 1, 2024, to but not including, [______], 2024 2, a rate per annum equal to:

LEVEL
MOODY’S

RATING S&P RATING

FACILITY

FEE RATE
1 Aa2 or above AA or above 0.21%
2 Aa3 AA- 0.31%
3 A1 A+ 0.41%
4 A2 A 0.51%
5 A3 and below A- and below 0.61%
(ii) for the period commencing on [_______], 2024, and at all times thereafter, a rate per annum equal to:

LEVEL
MOODY’S

RATING S&P RATING

FACILITY

FEE RATE
1 Aa2 or above AA or above 0.25%
2 Aa3 AA- 0.35%
3 A1 A+ 0.45%
4 A2 A 0.55%
5 A3 and below A- and below 0.65%
The term “Rating” as used above shall mean the long- term unenhanced rating assigned to any Senior Debt (without regard to any form of credit enhancement) by Moody’s and Standard & Poor’s). In the event (i) two Rating Agencies provide a Rating and there is a split Rating (i.e., one of the Rating Agency’s Ratings is at a different level than the Rating of the other Rating Agency), the Facility Fee Rate shall be based upon the lower Rating and (ii) only one Rating Agency provides a Rating, the Facility Fee Rate shall be based on such Rating. For the avoidance of doubt, Level 5 is the lowest Level and Level 1 is the highest Level for purposes of the above pricing grid. Any change in the Facility Fee Rate resulting from a change in a Rating shall be and become effective as of and on the date of the announcement of the change in such Rating. References to Ratings above are references to rating categories as presently determined by the Rating Agencies, and in the event of adoption of any new or changed rating system or “global” rating scale by any such Rating Agency, each of the Ratings from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system or scale which most closely approximates the applicable rating category as currently in effect. The Commission and the Bank acknowledge that as of the date here of the Facility Fee Rate is that specified above for Level 1 set forth in the pricing grid above. In the eve nt that (i) any Rating is suspended or withdrawn by, or otherwise unavailable for credit-related reasons from, either of Moody’s or S&P, and for so long as such Rating remains so suspended, withdrawn or otherwise unavailable, (ii) any Rating shall fall below Level 5 above, or (iii) upon the occurrence and during the continuance of any Event of Default under the Agreement, the

2 To be the closing date.
-3-
Facility Fee Rate shall, immediately and without notice to the Commission, increase by an additional 2.00% above the Facility Fee Rate otherwise in effect . The Facility Fee shall be payable quarterly in arrears, as specified above, together with interest on the Facility Fee from the date payment is due until payment in full at the Default Rate. The Facility Fee shall be payable in immediately available funds and computed on the basis of a 360- day year and the actual number of days elapsed.

Section 1.2. Amendment, Waiver or Cons ent Fees. The Commission hereby agrees to pay to the Bank on the date any amendment, waiver or consent to the Agreement or this Fee Letter is entered into between the parties thereto or in connection with any amendment to any Related Document which requir es a waiver from, or the consent of, the Bank, a non- refundable amendment, waiver or consent fee of $2,500 (or such other amount that is satisfactory to the Bank and the Commission) , plus the reasonable fees and expenses of any legal counsel retained by the Bank in connection therewith.

ARTICLE II. MISCELLANEOUS.

Section 2.1. Legal Fees. The Commission shall within thirty (30) days of the Closing Date pay the reasonable fees and expenses of counsel for the Bank (in an amount not to exceed $15,000, including disbursements) in connection with the execution and delivery of the First Amendment to the Agreement dated the date hereof, between the Bank and the Commission, and this Fee Letter and in connection with any other agreement executed by the Bank and the Commission on or about the date hereof.

Section 2.2. Amendments. No amendment to this Fee Letter shall become effective without the prior written consent of the Commission and the Bank.

Section 2.3. Governing Law . T HIS FEE LETTER SHALL BE DEEMED TO BE A CONTRACT

UNDER, AND FOR ALL PURPOSES SHALL BE GOVERNED BY , AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

Section 2.4. Counterparts. This Fee Letter may be executed in two or more counterparts, each of which shal l constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Fee Letter may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any printed or copied version of any signature page so delivered will have the same force and effect as an originally signed version of such signature page.

Section 2.5. Severability. Any provision of this Fee Letter which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non- authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction.

Section 2.6. No Disclosure. Unless required by law, the Commission shall not deliver or permit, authorize or consent to the delivery of this Fee Letter to a Dealer or any other Person for -4-
delivery to the Municipal Securities Rulemaking Board unless the Bank provides its prior written consent.

Section 2.7. Representation by Legal Counsel; Joint Preparation. The parties hereto have participated jointly in the negotiation and drafting of this Fee Letter, and each of the parties was represented by its respective legal counsel during the negotiation and execution of this Fee Letter. In the event an ambiguity or question of intent or interpretation arises, this Fee Letter shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Fee Letter.

Section 2.8. Amended and Restated Fee Letter . This Fee Letter amends and rest ates in its entirety the Original Fee Letter but is not intended to be or operate as a novation or an accord and satisfaction of the Original Fee Letter or the indebtedness, obligations and liabilities of the Commission evidenced or provided for thereunder . Reference to this specific Fee Letter need not be made in any agreement, document, instrument, letter, certificate, the Agreement or the Original Fee Letter , or any communication issued or made pursuant to or with respect to the Original Fee Letter , any reference to the Original Fee Letter being sufficient to refer to the Original Fee Letter as amended and restated hereby, and more specifically, any and all references to the “Fee Letter” in the Agreement shall mean this Fee Letter.

[Signature Page to Follow]

[Signature Page to Wastewater Series, Proposition E Amended and Restated Fee Letter] IN WITNESS WHEREOF, the parties hereto have caused this Fee Letter to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above.

UBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO
By ____________________________________
Name: Dennis J. Herrera
Title: General Manager
Approved as to Form:

DAVID CHIU
City Attorney of the City and
County of San Francisco
By: _________________________________
Name: Katherine Thursby Ortega
Title: Deputy City Attorney

Acknowledged:

ANNA VAN DEGNA
Director of the Office of Public Finance
of the City and County of San Francisco

______________________________________

[Signature Page to Wastewater Series, Proposition E Amended and Restated Fee Letter] TD BANK, N.A.

By: ____________________________________
Name: Gary R. Martz
Title: Director

4882-8707-5518.4

SECOND AMENDMENT TO ISSUING AND PAYING AGENT AGREEMENT
Dated as of August [2], 2024
by and between

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY

OF SAN FRANCISCO
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Issuing and Paying Agent
Relating to

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAX-EXEMPT SUBSERIES A-6
TAXABLE SUBSERIES A-6-T

4882-8707-5518.4

SECOND AMENDMENT TO ISSUING AND PAYING AGENT AGREEMENT

W I T N E S S E T H
This Second Amendment to Issuing and Paying Agent Agreement ( this “Second Amendment to Agreement”), is dated as of August [2], 2024, by and between the Public Utilities Commission of the City and County of San Francisco (the “Commission ”), organized and existing under the Charter (as defined herein ) of the City and County of San Francisco (the “City”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), as issuing and paying agent (the “Issuing and Paying Agent”); WHEREAS, this Second Amendment to Agreement amends that certain Issuing and Paying Agent Agreement, dated as of October 1, 2014, as amended by t he First Amendment to Issuing and Paying Agent Agreement , dated as of October 15, 2019 (the “Original Issuing and Paying Agent Agreement”), by and between the Commission and the Issuing and Paying Agent; and
WHEREAS, under Section 9.01 of the Original Issuing and Paying Agent Agreement, the Commission may modify or amend the Original Issuing and Pa ying Agent Agreement and the rights and obligations of the Bank and the Holders of Commercial Paper Notes and the Commission thereunder at any time by a supplemental agreement, without notice to or t he consent of the Bank or any Commercial Paper Noteholder , but only to make such provisions for the purpose of (i) curing any ambiguity or formal defect or omission therein; (ii) curing, correcting or supplementing any defective provision contained in the Original Issuing and Paying Agent Agreement which may be in consistent with any provision therein , or to make any other provisions with respect to matters or questions arising under the Original Issuing and Paying Agent Agreement which shall not have a material adverse affect on the Holders or the Bank; (iii) granting or conferring upon the Holders and the Bank any additional rights, remedies, powers or authority that may be lawfully granted or conferred; (iv) securing additional revenues or providing additi onal security for the payment of any Commercial Paper Not es and the Bank Notes; (v) complying with requirements of the Code, in order to satisfy the covenants of Section

5.01 of the Original Issuing and Paying Agent Agreement ; (vi) adding requirements the compliance of which is required by a Rating Agency in conne ction with issuing or maintaining a rating on the Commercial Paper Notes and (vii) making any other change or addition hereto which, in the opinion of Bond Counsel, shall not have a material advers e affect on the interests of the Holders or the Bank; and
WHEREAS, by the execution and delivery of this Second Amendment to Agreement, the Commission seeks to amend the Original Issuing and Paying Agent Agreement , in order to accommodate a decrease in the commitment amount under a Credit Agreement or Alternate Facility, clarify that proceeds of an A dvance may be used to support the repayment of both principal and interest on each and every Commercial Paper Note when due, and to make certain necessary and additional updates to the Original Issuing and Paying Agent Agreement; and 2 4882-8707-5518.4
WHEREAS, pursuant to Section 9.01 of the Original Issuing and Paying Agent Agreement, such amendments to the Original Issuing and Paying Agent Agreement will not have a material adverse affect on the interests of the Holders or the Bank; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Second Amendment to Agreement do exist, have happened and have bee n performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter in this Second Amendment to Agreement; NOW, THEREFORE, the parties hereto agree, as follows:

Section 1. Definitions. All cap italized terms used herein, except as otherwise defined herein, shall have the meanings assigned the reto in the Original Issuing and Paying Agent Agreement.

Section 2. Certain references to $ 200,000,000 in the Original Issuing and Paying Agent Agreement shall be amended to $125,000,000. The reference to $200,000,000 in (i) the eighth whereas clause, (ii) the last sentence of Section 2.01(b), (iii) the second paragraph of Section 2.06(a), (iv) Exhibit C (in the 6th line of the only paragraph) and (v) Exhibit D (in numbered item 8) , of the Original Issuing and Paying Agent Agreement, shall be amended to $125,000,000.

Section 3. The defined term “Resolutions” in Article I, Section 1.01 of the Original Issuing and Paying Agent Agreement shall be amended and restated as set forth below:
“Resolutions” mean s Resolution No. 06- 0164 approved by the Commission on September 26, 2006, Resolution No. 11- 0197, approved by the Commission on December 13, 2011, Resolution No. 14- 0139, approved by the Commission on August 26, 2014, Resolution No. 17-0086, approved by the Commission on April 25, 2017 and Resolution No. 24-[___], approved by the Commission on [June 25], 2024.” Section 4. Section 2.01(b) of the Original Issuing and Paying Agent Agreement shall be amended and restated as set forth below:
“(b) The Commission hereby authorizes the issuance of its “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Tax -Exempt Subseries A -6” (the “Subseries A-6 Notes”) and its “Public Utilitie s Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Taxable Subseries A -6-T” (the “Subseries A -6-T Notes” and, together with the Subseries A -6 Notes, the “Commercial Paper Notes”) in order to pro vide interim financing for the Cost of any Wastewater Enterprise Projects, subject to the provisions of this Section 2.01 and as hereinafter provided. The Commercial Paper Notes shall be issued from time to time as provided herein to finance and refinance the Cost of Wastewater Enterprise Projects.

Proceeds of Commercial Paper Notes issued to refinance other Commercial Paper Notes may be used to repay the Bank for Advances used to pay principal and interest due on such maturing Commercial Paper Notes and ma y be used to repay the Bank for principal 3 4882-8707-5518.4
or interest due under the Credit Agreement, the Revolving Note or the Term Note. The authorization hereunder specifically includes the authorization to issue and reissue Commercial Paper Notes for the purposes c ontemplated herein. The aggregate principal amount of Commercial Paper Notes that may be Outstanding at any one time hereunder shall not at any time exceed the lesser of (a) $125,000,000 and (b) the Available Principal Commitment (as defined in the Credit Agreement) under the Credit Agreement.” Section 5. The first paragraph of Section 2.02 of the Original Issuing a nd Paying Agent Agreement shall be amended and restated as set forth below:
“Section 2.02. Payment . The Commission covenants to duly and punctually pa y or cause to be paid from proceeds of refunding Commercial Paper Notes, or from Advances, the principal of and interest on each and every Commercial Paper Note when due, as described in Section 3.04 hereof The principal of and interest on the Commercial P aper Notes shall be paid in federal or other imme diately available funds in such coin or currency of the United States of America as, at the respective times of payment, is legal tender for the payment of public and private debts. To the extent Advances, to gether with Note Proceeds from Commercial Paper Notes issued on such date, are insufficient to pay principal of and interest on maturing Commercial Paper Notes, the Issuing and Paying Agent shall immediately notify the General Manager of the Commission w ho shall cause the Commission to make a ll payments of interest and principal directly to the Issuing and Paying Agent in immediately available funds on or prior to 2:45 p.m., New York City time, on the date payment is due on any Commercial Paper Note.” Section 6. Section 3.05 of the Original Issuing and Paying Agent Agreement shall be amended and restated as set forth below:
“Section 3.05. Advances Under the Credit Agreement . The Issuing and Paying Agent agrees to enforce the Credit Agreement for the benefit of th e Holders, from time to time, of the Commercial P aper Notes. On or before each maturity date for any Commercial Paper Note, in the manner described in Section 3.04(d), an authorized officer of the Issuing and Paying Agent shall present all required drawing certificates and accompanying documentation, if required, to the Bank and demand payment be made under the Credit Agreement on such maturity date at such time and in such amount not in excess of the Available Commitment so as to be timely and sufficient to pay the entire amount of principal a nd interest becoming due on all Commercial Paper Notes on such date; provided that, in each case any certificates of the Issuing and Paying Agent shall be signed by one who states therein that such person is a duly auth orized officer of the Issuing and Paying Agent.

The Issuing and Paying Agent shall not make any Advance on the Credit Agreem ent for the purpose of paying any Commercial Paper Notes registered in the name of the Commission.

Section 7. Section 7.03(b) of the Original Issuing and Paying Agent Agreement shall be amended and restated as set forth below:
4 4882-8707-5518.4
“(b) to make the necessary and timely drawings under the Credit Agreement in accordance with the terms and provisions thereof in order to effectuate the timely payment of principal of and interest on the Commercial Paper Notes as the same becomes due;
Section 8. Contact information for th e Issuing and Paying Age nt in Section 9.08 of the Original Issuing and Paying Agent Agreement shall be amended and restated as set forth below:

U.S. Bank Trust Company, National Association
Attention: Denia Larios
100 Wall Street, 6th Floor
New York, NY 10005
Telephone: (212) 361-4383
Email: [email protected]
Section 9. Contact information for th e Dealer(s) in Section 9.08(c) of the Original Issuing and Paying Agent Agreement shall be amended and restated as set forth below:
“(c) If to the Dealers:

As set forth in the Dealer Agreement(s).”
Section 10. Contact information for th e Bank (for Advances and Term Loans ) in Section 9.08(e) of the Original Is suing and Paying Agent Agreement shall be amended and restated as set forth below:
“(e) Bank for Advances and Term Loans:

Bank of America, N.A.
333 S. Hope Street, 38th Floor
Los Angeles, California 90071
Attention: [_____________]
Email: [_____________]
Telephone: [____________]”
Section 11. Contact information for th e Bank (for all other matters ) in Section 9.08(f) of the Original Issuing and Paying Agent Agreement shall be amended and restated as set forth below:

5 4882-8707-5518.4
“(f) Bank for all other matters:

Bank of America, N.A.
333 S. Hope Street, 38th Floor
Los Angeles, California 90071
Attention: [_____________]
Email: [_____________]
Telephone: [____________]”
Section 12. Exhibit A (Form of Subseries A-6 Master Note) and Exhibit B (Form of Subseries A-6-T Master Note) of the Original Issuing and Paying Agent Agreement shall be amended and restated . Exhibit A and Exhibit B of the Original Issuing and Payi ng Agent Agreement shall be amended and restat ed as set forth in Exhibits A and B, respectively, of this Second Amendment to Agreement.

Section 13. Severability. If any provision of this Second Amendment to Agreement shall be determined to be unenforceable, that shall not affect any other provision of this Second Amendment to Agreement.

Section 14. Governing Law. This Second Amendment to Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 15. Captions. The captions in this Second A mendment to Agreement are for convenience only and do not define or limit the scope or intent of any provisions or Sections of this Second Amendment to Agreement.

Section 16. Counterparts. This Second Amendment to Agreement may be signed in several counterparts. Each will be an original, but all of the m togethe r constitute the same instrument.

[End of Second Amendment to Issuing and Paying Agent Agreement (Series A-6 and Series A-6-T)]

Signature page to First Amendment to Issuing and
Paying Agent Agreement (Series A-6 and Series A-6-T)
4882-8707-5518.4
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Agreement to be duly executed and del ivered by their respective officers thereunto duly authorized as of the date first above written.

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By:

Authorized Officer

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera
General Manager
Approved as to Form:

DAVID CHIU
City Attorney of the City and
County of San Francisco
By:

Katherine Thursby Ortega
Deputy City Attorney
Acknowledged:

ANNA VAN DEGNA
Director of Public Finance of the City
and County of San Francisco
By:

Director of Public Finance

GREG WAGNER
Controller of the City and
County of San Francisco
By:

Controller

4882-8707-5518.4

EXHIBIT A

FORM OF WASTEWATER ENTERPRISE SERIES A-6 MASTER NOTE

Unless this certif icate is presented by an authorized r epresentative of The Depository Trust Company (“DTC”) to the Commission or its agent f or registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other na me as requested by an authorized repr esentative of DTC (and any payment is made to CEDE & CO. or to such other entity as is requested by an authorized offic er of DTC), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS W RONGFUL, since the Registered Owner h ereof, CEDE & CO., has an interest herein.

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAX-EXEMPT SUBSERIES A-6
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: Not t o Exceed $ 125,000,000 Outstanding When Combined With Taxable Subseries A-6-T Notes
The PUBLIC UTILITIES COMMIS SION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pur suant to the Charter of the City and County of San Francisco and the laws of the State of California (hereinafter called the “Commission”), for value received, hereby promises to pay (but only out of the Available Wastewater Enterprise Revenues hereinafter referred to) to the registered owner hereinabove named or registered assigns, the principal amount, together with unpaid a ccrued interest thereon, if any, on the maturity date of each obligation identified on the records of Commission (the “Underlying Rec ords”) as being evidenced by this Mas ter Comme rcial Paper Note, which Underlying Records are maintained by U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as Issuing and Pa ying Agent (the “Issuing and Paying Agent”). Interest shall be calculated on the basis of the actual number of days elapsed and a year consisting of 365 or 366 days, as applicable, at the rate specified on the Underlying Records. Payments shall be made s olely from Available Wast ewater Enterprise Revenues (as defined in the Agreement referred to hereinafter) and payments of Advances under the Credit Agreement or any Alternate Facilities to the registered owner stated hereinabove from the Issuing and Paying Agent without the necess ity of presentation and surrender of this Mast er Commercial Paper Note.

A-2
4882-8707-5518.4
This Master Commercial Paper Note is one of a duly authori zed issue of San Francisco Public Utilities Commercial Paper Notes (hereinafter called the “Obligatio ns”) of the series, subseries and designation indicated on the face hereof. Said authorized issue of Obligations is not limited in aggregate principal amount and consists of multiple series and subseries of varying denominations, dates, maturities, intere st rates and other provis ions, as in the Agreement hereinafter mentioned provided, all obligations issued and to be issued pursuant to the provisions of the Charter of the City and County of San Francisco, and all laws of the State of California supplemental theret o, including Art icle V of Chapter 43 of Part I of the San Fran cisco Administrative Code enacted by Ordinance No. 203- 98, adopted by the Boa rd of Supervisors of the City and County of San Francisco (the “Board”) on June 8, 1998 and signed by the Mayor of the City (the “Mayor”) on June 19, 1998 as amended by O rdinance No. 270- 06 adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006; Resolution No. 06-0164 approved by the Commission on September 26, 2006, Ordinance No. 266-06 adopted by the Boar d on October 24, 2006 and signed by t he Mayor on October 31, 2006; Resolution No. 11-0197 approved by the Commission on December 13, 2011, Ordinance No. 91- 12 adopted by the Board on May 8, 2012 and signed by the Mayor on May 14, 2012; Resolution No. 14-0139 approved by the Commission on August 26, 2014 and the Resolution No. 378-14 adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014, and; Resolution No. 17-0086 approved by the Commission on April 25, 2017 and Resolution No. 193-17 adopted by the Board on May 23, 2017 and signed by the Mayor on May 26, 2017. This Master Commercial Paper Note evidences a series of Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Co mmercial Paper Notes (Wastewater Series, Proposition E) Tax-Exempt Subseries A-6” which, when combined with the Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E), Taxable Subseries A -6-T,” is limited to $ 125,000,000 in aggregate principal amount. This Master Commercial Paper Note has been issued pursuant to the Issuing and Paying Agent Agreement, dated as of October 1, 2014, as amended and supplemented by that First Amendment to Issuing and Paying Agent Agreement, dated as of October 15, 2019, and as amended and supplemented by that Second Amendment to I ssuing and Payin g Agent Agreement, dated as of August [2] , 2024 (together, the “Agreement ”), by and between the Commission and the Issuing and Paying Agent, which Agreement provides for the issuance of the Obligations.

Reference is hereby made to the Agreement for a description of the terms on which the Obligations are issued and to be issued, the provisions with regard to the nature and extent of the Available Wastewater Enterprise Revenues, as that term is defin ed in t he Agreement, and the rights of the registered owners of the Obligations; and all the terms of the Agreement are hereby incorporated herein and made a contract between the Commission and the registered owner from time to time of this Master Commerci al Paper Note, and to all the provisions thereof the registered owner of this Ma ster Commercial Paper Note, by its acceptance hereof, consents and agrees.

This Master Commercial Paper Note, including the interest hereon, together with all other Obligations, and t he interest thereon, issued under the Agreement (and to the extent set forth in the Agreement), is payable from, and is secured by a charge and lien on, the Availa ble Wastewater Enterprise Revenues derived by the Commission from the Wastewater Enterprise (as those terms are defined in the Agreement).

A-3
4882-8707-5518.4
The obligation of the Commi ssion to pay the registered owners from time to time of Commercial Paper Notes shall be on ly from A vailable Wastewater Enterprise Revenues. No holder of this Master Commercial Paper Note shall ever have the right to compel any exercise of the taxing power of the City and County of San Francisco to pay this Master Commercial Paper Note or the interest hereon.

At the request of the registered owner, the Commission shall promptly issue a nd deliver one or more separate note certificates evidencing each obligat ion evidenced by this Master Commercial Paper Note. As of the date any such note certific ate or certificates are issued, the obligations which are evidenced thereby shall no l onger be evidenced by this Master Commercial Paper Note. This Commercial Paper Note is transferable by the registered owner hereof, in person or by attorney duly authori zed in writing, at the principal office of the Issuing and Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the Agreement, and upon surre nder and cancellation of this Master Commercia l Paper Note. Upon such transfer a new fully registered Master Commercial Paper Note without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

The C ommission and the Issuing and Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the Commission and the Is suing and Paying Agent shall not be affected by any notice to the contrary.

The rights and obligations of the Commission and of the registered owners of the Obligations may be modifie d or amended at any time in the manner, to the extent, and upon the terms provided in the Agreement.

It is hereby certified an d recited that any and all acts, cond itions and things required to exist, to happen and to be performed, precedent to and i n the i ncurring of the indebtedness evidenced by this Master Commercial Paper No te, and in the issuing of this Master Commercial Paper Note, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and s tatutes of the State of California and the Charter of the City and County of San Francisco, and that this Master Commercial Paper Not e, together with all other indebtedness of the Commission pertaining to the Wastewater Enterprise, is within every debt limitation and other limit prescribed by the Constitution and statutes of the State of California and said Charter, and is not in excess of the amount of Obligations permitt ed to be issued under the Agreement.

This Master Commercial Paper Note shall not be en titled to any benefit under the Agreement, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Iss uing and Paying Agent. This Master Commercial Paper Note is a valid and binding obligation of Commission.

Capitalized terms used herein but not otherwise de fined shall have the meaning ascribed to such terms in the Agreement.

A-4
4882-8707-5518.4
IN WITNESS WHEREOF, the PUBL IC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused th is Master Commercial Paper Note to be executed in its name and on its behalf by its General Manager and countersigned by its Secretary, and the seal of said City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note t o be dated as of the [ 2nd] day of [ August], 2024.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
General Manager
[SEAL]
Countersigned

Secretary
A-5
4882-8707-5518.4

CERTIFICATE OF AUTHENTICATION
This is the Master Commercial Paper Note described in the within-mentioned Agreement.

Dated: August [2], 2024
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By
Authorized Officer
A-6
4882-8707-5518.4

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

(Name, address, and Taxpayer Identification Number of Assignee) this Master Commercial Paper Note and all rights thereunder, here by irrevocably constituting and appointing ____________________ attorney to transfer said Master Commercial Paper Note on the books of the Commission with full power of substitution in the premises.

Dated:

Signature(s) Guaranteed
Notice: The signature on t his assignment must
correspond with t he name as written upon the
face of this Master Commercial Paper Note, in
every particu lar, w ithout alteration or
enlargement or any change whatsoever.

Unless this certificate is pres ented by an authorized representativ e of The Depository Trust Company, a New York corporation (“DTC”), to the Commission or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (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 B Y OR TO ANY PERSON IS WRONGFUL inasm uch as the registered owner hereof Cede & Co., has an interest herein.

Signature page to First Amendment to Issuing and
Paying Agent Agreement (Series A-6 and Series A-6-T)
4882-8707-5518.4

EXHIBIT B

FORM OF SUBSERIES A-6-T MASTER NOTE

Unless thi s certificate is presented by an authorized representative of The Depository Trust Company (“DTC”) to the Commission or its ag ent for registration of transfer, exc hange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as 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 offi cer of DT C), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the Registered Owner hereof, CEDE & CO., has an interest herein.

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAXABLE SUBSERIES A-6-T
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: Not to Exceed $125,000,000 Outstanding When Combined With Tax- Exempt Subseries A-6 Notes
The PUBLIC UTILITIES COMMI SSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the S tate of California (hereinafter call ed the “Commission”), for value recei ved, hereby promises to pay (but only out of the Available Wastewater Enterprise Revenu es her einafter referred to) to the registered owner hereinabove named or registered assigns, the principal amount, together with unpaid accrued interest thereon, if any, on the m aturity date of each obligation identified on the records of Commission (the “Underlying Records”) as being evidenced by this Master Commercial Paper Note, which Underlying R ecords are maintained by U.S. Bank T rust Company, National Association (as successor in interest to U.S. Bank National Association) , as Issuing and Paying Agent (the “Issuing and Paying Agent”). Interest shall be calculated on the basis of the actual number of days elapsed and a year consist ing of 360 days, at the rate specifie d on the Underlying Records.

Payments shall be made solely from Available Wastewater E nterprise Revenues (as defined in the Agreement referred to hereinafter) and payments of Advances under the Credit Agreement or any Alternate Facilities to the registere d owner stated hereinabove from the Issuing and Paying Agent without the necessity of presen tation and surrender of this Master Commercial Paper Note.

B-2
4882-8707-5518.4
This Master Commercial Paper Note is one of a duly authorized issue of San Francisco Public Utilities Comme rcial P aper Notes (hereinafter called the “Obligations”) of the series, subseries and designation indicated on the face hereof. Said authorized issue of Obligations is not limited in aggregate principal amount and consists of multiple series and subseries of varying denominations, dates, maturities, interest rates and other provisions, as in t he Agreement hereinafter mentioned provided, all obligations issued and to be issued pursuant to the provisions of the Charter of the City and County of San Francis co, and all laws of the State of California supplemental theret o, including Article V o f Cha pter 43 of Part I of the San Francisco Administrative Code enacted by Ordinance No. 203- 98, adopted by the Board of Supervisors of the City and County of San Francisco (the “Board”) on June 8, 1998 and signed by the Mayor of the City (the “Mayor”) on June 19, 1998 as amended by Ordinance No. 270- 06 adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006; Resolution No. 06-0164 approved by the Comm ission on September 26, 2006, Ordinance No. 266-06 adopted by the Board on Oct ober 24, 2006 and signed by the Mayor on October 31, 2006; Resolution No. 11-0197 approved by the Commission on December 13, 2011, Ordinance No. 91- 12 adopted by the Board on May 8, 2012 and signed by the Mayor on May 14, 2012; Resolution No. 14-0139 approved by the Commission on August 26, 2014 and the Resolution No. 378-14 adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014, and; Resolution No. 17-0086 approved by the Commission on April 25, 2017 and Resolution No. 193-17 adopted by the Board on May 23, 2017 and signed by the Mayor on May 26, 2017. This Master Commercial Paper Note evidences a series of Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Taxable Subseries A -6-T” which, when combined with the Commercial Paper Notes designated as the “Public Utilities Commiss ion of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Propo sition E), T ax-Exempt Subseries A -6,” is limited to $ 125,000,000 in aggregate principal amount. This Master Commercial Paper N ote has been issued pursuant to the I ssuing and Paying Agent Agreement, dated as of October 1, 2014, as amended and supplemented by that First Amendment to Issuing and Paying Agent Agreement, dated as of October 15, 2019, and as amended and supplemented by that Second Amendment to I ssuing and Paying A gent Agreement, dated as of August [2] , 2024 (together, the “Agreement”), by and between the Commission and the Issuing and Paying Agent, which Agreement provides for the issuance of the Obligations.

Reference is hereby m ade to the Agreement for a description of the terms on which the Obligations are issued and to be issued, the provisio ns with regard to the nature and extent of the Available Wastewater Enterprise Revenues, as that term is defined in the Agreement, and the rights of the registered owners of the Obligations; and all the terms of the Agreement are hereby incorporated herein and made a contract between the Commission and the registered owner from time to time of this Master Commercial Paper Note, an d to all th e provisions thereof the registered owner of this Master Commercial Paper Note, by its acceptance hereof, consent s and agrees.

This Master Commercial Paper Note, including the interest hereon, together with all other Obligations, and the interes t thereon, issued under the Agreement (and to the extent set forth in the Agreement), is payable from, and is secured by a c harge and lien on, the Available Wastewater Enterprise Revenues derived by the Commission from the Wastewater Enterprise (as those terms are defined in the Agreement).

B-3
4882-8707-5518.4
The obliga tion of the Commission to pay the registered owners from time to time of Commercial Paper Notes shall be only from Available Wastewater Enterprise Revenues. No holder of this Master Commercial Paper Note shall ever have the right to compel any exercise of the taxing power of the City and County of San Francisco to pay this Master C ommercial Paper Note or the interest hereon.

At the request of the registered owner, the Commission shall promptly issue and deliver one or mor e separate note certificat es eviden cing each obligation evidenced by this Master Commercial Paper Note. As of th e date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidence d by this M aster Commercial Paper Not e. This Commercial Paper Note is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at the principal office of the Issuing and Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the Agreement, and upon surrender and cancellation of this Master Commercial Paper Note. Upon such transfer a new fully registered Master Commercial Paper Note without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

The Commission and the Issuing and Paying Agent may deem and treat the registered owner hereof as the absolu te owner hereof for all purposes, and the Commission and the Issuing and Paying Agent shall not be affected by any notice to the contrary.

The rights and obligations of the Commission and of the registered owners of the Obligations may be modified or amended at any t ime in the manner, to the extent, a nd upon the terms provided in the Agreement.

It is hereby certified and recited tha t any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Master Co mmercial Paper Note, and in the issuing of this Master Commercial Paper Note, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the St ate of Cali fornia and the Charter of the City and County of San Francisco, and that this Master Commercial Paper Note, toget her w ith all other indebtedness of the Commission pertaining to the Wastewater Enterprise, is within every debt limitation and other limit pres cribed by the Constitution and stat utes of the State of California and said Charter, and is not in excess of the amount of Obligations permitted to be issued under the Agreement.

This Master Commercial Paper Note shall not be entitled to any ben efit under the Agreement, or become valid or obligatory for any purpose, until the certificate of authentication hereon endo rsed shall have been signed by the Issuing and Paying Agent. This Master Commercial Paper Note is a valid and binding obligation of Commission.

Capitalized terms used h erein but not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

B-4
4882-8707-5518.4
IN WITNESS WHEREOF, the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused this Master Commerc ial Paper N ote to be executed in its name and on its behalf by its General Manager and countersigned by its Secretary, and t he se al of said City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note to be dated as of the [ 2nd] day of [ August], 2024.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
General Manager
[SEAL]
Countersigned

Secretary
B-5
4882-8707-5518.4

CERTIFICATE OF AUTHENTICATION
This is the Master Commercial Paper Note described in the within-mentioned Agreement.

Dated: August [2], 2024
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By
Authorized Officer

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

(Name, address, and Taxpayer Identification Number of Assignee) this Master Commercial Paper Note and all rights thereunder, hereby irrevoc ably constituting and appointing ____________________ attorney to transfer said Master Commercial Paper Note on the books of the Commission with full power of substitution in the premises.

Dated:

Signature(s) Guaranteed
Notice: The signature on this assignment must
correspond with the name as written upon the
face of this Master Commercial Paper Note, in
every particular, without alt eration or
enlargement or any change whatsoever.

Unless this certificate is presented by an authorized representative of The D epository Trust Company, a New York corporation (“DTC”), to the Commission or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, P LEDGE, O R 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.

4861-4697-3880.8

NP DRAFT 5/21

REVOLVING CREDIT AND TERM LOAN AGREEMENT

DATED AS OF AUGUST _, 2024

BY AND BETWEEN

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO

AND

BANK OF AMERICA, N.A.

RELATING TO

$125,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E) TAX-
EXEMPT SUBSERIES A-6 AND TAXABLE SUBSERIES A-6-T

4861-4697-3880.8

TABLE OF CONTENTS
ARTICLE I DEFINITIONS .............................................................................................................3 Section 1.1 Certain Defined Terms .................................................................................3 Section 1.2 Accounting Terms and Determinations ......................................................16 Section 1.3 Rules of Construction ................................................................................16 ARTICLE II ADV ANCES AND LOANS .....................................................................................16 Section 2.1 Advances ....................................................................................................16 Section 2.2 Term Loans ................................................................................................18 Section 2.3 Interest on Overdue Amounts ....................................................................19 Section 2.4 Interest Rate Adjustment ............................................................................20 Section 2.5 Prepayments of Advances and Loans ........................................................20 Section 2.6 Termination or Reduction of Commitment ................................................21 Section 2.7 Increased Costs ..........................................................................................22 Section 2.8 Security ......................................................................................................23 Section 2.9 Payments and Computations ......................................................................23 Section 2.10 Payment on Non-Business Days ................................................................24 Section 2.11 Book Entries...............................................................................................24 Section 2.12 Taxes ..........................................................................................................24 Section 2.13 Subordinated Wastewater Bonds No-Issuance Notice ...............................25 ARTICLE III CONDITIONS PRECEDENT ................................................................................26 Section 3.1 Conditions Precedent to Effectiveness .......................................................26 Section 3.2 Conditions Precedent to Each Advance .....................................................29 Section 3.3 Conditions Precedent to Each Term Loan ..................................................29 ARTICLE IV FEES .......................................................................................................................30 ARTICLE V OBLIGATIONS ABSOLUTE ..................................................................................30 ARTICLE VI REPRESENTATIONS AND WARRANTIES ........................................................31 Section 6.1 Organization, Powers, Etc ..........................................................................31 Section 6.2 Authorization, Absence of Conflicts, Etc ..................................................31 Section 6.3 Binding Obligations; Security for Revolving Note and Term Note...........31 Section 6.4 Governmental Consent or Approval ..........................................................33 Section 6.5 Absence of Material Litigation ..................................................................33 Section 6.6 Financial Condition ....................................................................................33 Section 6.7 Incorporation of Representations and Warranties ......................................34 Section 6.8 Accuracy and Completeness of Information ..............................................34 Section 6.9 No Default ..................................................................................................34 Section 6.10 No Proposed Legal Changes ......................................................................34 Section 6.11 Compliance with Laws, Etc .......................................................................35 Section 6.12 Environmental Matters...............................................................................35 Section 6.13 Tax Status of Interest on Commercial Paper Notes ...................................35 Section 6.14 Issuing and Paying Agent; Dealers ............................................................35 Section 6.15 Regulation U ..............................................................................................35 Section 6.16 ERISA ........................................................................................................35 4861-4697-3880.8

Table of Contents (continued)

Page
ii

Section 6.17 Liens ...........................................................................................................36 Section 6.18 Sovereign Immunity...................................................................................36 Section 6.19 City Business Days ....................................................................................36 Section 6.20 Usury ..........................................................................................................36 Section 6.21 Insurance ....................................................................................................36 Section 6.22 Anti-Corruption Laws and Sanctions.........................................................36 Section 6.23 Swap Contracts ..........................................................................................36 ARTICLE VII COVENANTS .......................................................................................................37 Section 7.1 Affirmative Covenants ...............................................................................37 Section 7.2 Negative Covenants ...................................................................................45 ARTICLE VIII EVENTS OF DEFAULT, REMEDIES ................................................................49 Section 8.1 [Events of Default ......................................................................................49 Section 8.2 Remedies ....................................................................................................54 Section 8.3 No Remedy Exclusive................................................................................55 ARTICLE IX MISCELLANEOUS ...............................................................................................56 Section 9.1 Payments to the Bank.................................................................................56 Section 9.2 Liability of the Bank ..................................................................................56 Section 9.3 Indemnification ..........................................................................................56 Section 9.4 Costs and Expenses ....................................................................................57 Section 9.5 Participants .................................................................................................58 Section 9.6 Successors and Assigns ..............................................................................58 Section 9.7 Modification or Waiver of This Agreement ...............................................58 Section 9.8 No Waiver of Rights by the Bank; Cumulative Rights ..............................58 Section 9.9 Notices .......................................................................................................59 Section 9.10 Counterparts ...............................................................................................60 Section 9.11 Certificates, Etc ..........................................................................................60 Section 9.12 Term of Agreement ....................................................................................60 Section 9.13 Severability ................................................................................................61 Section 9.14 Governing Law; Waiver of Jury Trial; Jurisdiction ...................................61 Section 9.15 Consents .....................................................................................................62 Section 9.16 Source of Funds .........................................................................................62 Section 9.17 Survival ......................................................................................................62 Section 9.18 Headings ....................................................................................................62 Section 9.19 Beneficiaries ..............................................................................................62 Section 9.20 Governmental Regulations.........................................................................62 Section 9.21 City Requirements .....................................................................................63 Section 9.22 No Right of Set-off ....................................................................................63 Section 9.23 Arm’s Length Transaction..........................................................................63 Section 9.24 Electronic Execution of Certain Documents..............................................63 Section 9.25 MSRB Rule G-34 .......................................................................................64 Section 9.26 QFC Provisions. ...........................................................................................64 4861-4697-3880.8

EXHIBIT A FORM OF REVOLVING NOTE A-1
EXHIBIT B FORM OF TERM NOTE B-1
EXHIBIT C FORM OF REQUEST FOR ADV ANCE C-1
EXHIBIT D FORM OF REQUEST FOR EXTENSION D-1
EXHIBIT E FORM OF NOTICE OF TERMINATION OR REDUCTION E-1 EXHIBIT F 2023 LIST OF CITY HOLIDAYS F-1
EXHIBIT G CITY REQUIREMENTS G-1
EXHIBIT H-1 FORM OF EOD NO-ISSUANCE NOTICE H-1-1
EXHIBIT H-2 FORM OF SUBORDINATED BONDS NO-ISSUANCE NOTICE H-2-1

EXHIBIT I PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN

FRANCISCO CERTIFICATE REGARDING CONDITIONS
PRECEDENT TO A TERM LOAN I-1

EXHIBIT J WASTEWATER BOND INDENTURE EXAMPLE ADDITIONAL
BONDS CERTIFICATE AND EXAMPLE REPORT J-1
EXHIBIT K [RESERVED] K-1
EXHIBIT L FORM OF COMPLIANCE CERTIFICATE L-1
EXHIBIT M LIST OF QUALIFIED DEALERS M-1
4861-4697-3880.8

1 REVOLVING CREDIT AND TERM LOAN AGREEMENT
This REIMBURSEMENT AGREEMENT, dated as of ________, 2024 (this “Agreement”), is entered into by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, organized and existing under the Constitution and the laws of the State of California and the Charter (as defined below) of the City and County of San Francisco (together with any successors and assigns, the “ Commission”) and BANK OF AMERICA, N.A.
(together with any successors and assigns, the “ Bank”). Terms used herein with initial capital letters and not otherwise defined shall have the respective meanings attributed to them in Section

1.1 of this Agreement.

W I T N E S S E T H:

WHEREAS, on November 5, 2002, the voters of the City approved Proposition E, which among other things, authorized the Commission to issue revenue bonds, including notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board of Supervisors of the City (the “ Board”), for the Wastewater Enterprise (as hereinafter defined); and
WHEREAS, Commercial Paper Notes (as hereinafter defined) are authorized to be issued pursuant to the Charter of the City (the “ Charter”), Article V of Chapter 43 of the San Francisco Administrative Code, enacted by Ordinance No. 203- 98, adopted by the Board on June 8, 1998 and signed by the Mayor on June 19, 1998 (the “ 203-98 Ordinance”), as amended by Ordinance No. 270-06, adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006 (the “ 270-06 Ordinance”) to establish a procedure for the issuance of commercial paper notes, Ordinance No. 266-06 adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006 (the “266- 06 Ordinance”), Ordinance No. 91- 12 adopted by the Board on May 8, 2012 and signed by the Mayor on May 14, 2012 (the “ 91-12 Ordinance”), Resolution No. 378-14, adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014 (“City Resolution No. 378- 14”), Resolution No. 193- 17, adopted by the Board on May 23, 2017, and signed by the Mayor on May 26, 2017 (“City Resolution No. 193-17” and together with the 203-98 Ordinance, the 270-06 Ordinance, the 266-06 Ordinance, the 91-12 Ordinance and City Resolution No. 378- 14, referred to herein as the “City Legislation”), Resolution No. 06- 0164 approved by the Commission on September 26, 2006 (the “Resolution No. 06-0164”), Resolution No. 11-0197, approved by the Commi ssion on December 13, 2011 (“ Resolution No. 11-0197”), Resolution No. 14-0139, approved by the Commission on August 26, 2014 (“ Resolution No. 14- 0139”), Resolution No. 17-0086 approved by the Commission on April 25, 2017 (“Resolution No. 17-0086”) and Reso lution No. 24- [____] approved by the Commission on _________, 2024, (“Resolution No. 24-[ ])” and together with Resolution No. 06- 164, Resolution No. 11- 0197, Resolution No. 14 -0139 and Resolution No. 17- 0086, the “ Resolutions”) authorized the issuance of Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series) and other short -term indebtedness in an aggregate principal amount not to exceed $750,000,000; and
WHEREAS, the Commission is authorized to issue, sell and deliver bonds, additional bonds, refunding bonds and other evidences of indebtedness in order to effect its purposes pursuant 4861-4697-3880.8

2 to the Ordinance and the Resolutions, including the financing and refinancing of the Commercial Paper Notes, the Letter of Credit (as hereinafter defined); and WHEREAS, the Commission has authorized, executed and delivered that certain Issuing and Paying Agent Agreement, dated as of October 1, 2014, as amended by that certain First Amendment to Issuing and Paying Agent Agreement, dated as of October 1, 2019, as amended by that certain Second Amendment to Issuing and Paying Agent Agreement, dated as of [______] (as from time to time supplemented and amended in accordance with the terms hereof and thereof, the “Issuing and Paying Agent Agreement”), with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Issuing and Paying Agent”), relating to the Tax-Exempt Subseries A-6 Notes and Taxable Subseries A-6- T Notes (collectively, the “Series A-6 Notes”) and separate issuing and paying agent agreements, each with the Issuing and Paying Agent, relating to the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E), Series A-1 (Tax Exempt) (the “Series A-1 Notes”), Series A-2 (Tax Exempt) (the “Series A-2 Notes”), Series A-4 (Tax Exempt) (the “Series A-4 Notes”), and Series A-7 (Tax Exempt) (the “Series A-7 Notes” and together with the Series A-1 Notes, the Series A-2 Notes, the Series A-4 Notes and the Series A-6 Notes, the “Commercial Paper Notes”); and
WHEREAS, in order to provide liquidity and/or credit for the payment of maturing Commercial Paper Notes, the Commission previously entered into (i) a Reimbursement Agreement (the “Series A-1 Reimbursement Agreement ”) with Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the “ Series A-1 Credit Provider”) pursuant to which the Series A-1 Credit Provider issued a letter of credit for payment of principal and interest on the Series A-1 Notes, (ii) a Reimbursement Agreement (the “Series A-2 Reimbursement Agreement”) with Bank of America, N.A. (the “Series A-2 Credit Provider”) pursuant to which the Series A-2 Credit Provider issued a l etter of credit for payment of principal and interest on the Series A-2 Notes, (iii) a Revolving Credit and Term Loan Agreement (the “ Series A-4 Liquidity Agreement”) with TD Bank, N.A. (the “ Series A-4 Liquidity Provider”) for payment of principal of and interest on the Series A-4 Notes, (iv) a Revolving Credit and Term Loan Agreement (the “Tax-Exempt Subseries A-6 Notes and Taxable Subseries A-6-T Liquidity Agreement”) with State Street Bank and Trust Company. (the “Series A-6 Liquidity Provider”) for payment of principal of the Series A-6 Notes and (v) a Reimbursement Agreement (the “Series A-7 Reimbursement Agreement” and together with the Series A-1 Reimbursement Agreement and the Series A-2 Reimbursement Agreement, the “ Reimbursement Agreements”) with Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the “Series A-7 Credit Provider” and together with the Series A-1 Credit Provider and the Series A-2 Credit Provider, the “ Credit Providers”) pursuant to which the Series A-7 Credit Provider issued a letter of credit for payment of principal and interest on the Series A¬7 Notes; and
WHEREAS, the Commercial Paper Notes previously included a Series A-3 (Tax Exempt) (the “Series A-3 Notes”), which Series A-3 Notes were terminated on July 10, 2017 and replaced by a Revolving Credit Agreement (as subsequently amended and restated) (the “ US Bank Revolving Credit Agreement”) with U.S. Bank National Association, and repayment of obligations issued under the US Bank Revolving Credit Agreement are payable on parity with the Commercial Paper Notes; and
4861-4697-3880.8

3 WHEREAS, the Commercial Paper Notes previously included the Tax- Exempt Subseries A-5 (the “Subseries A-5 Notes”) and Taxable Subseries A-5-T (the “Subseries A-5-T Notes” and together with the Subseries A-5 Notes, the “Series A-5 Notes”); and WHEREAS, in connection with the Series A-6 Notes, the Commission previously approved an increase in the commitment amount under the then applicable liquidity agreement and in connection with such increas e, the Commission approved the termination of the Series A-5 Notes; and
WHEREAS, in order to provide liquidity for the payment of maturing Series A-6 Notes, the Commission has requested the Bank to enter into this Agreement pursuant to which the Bank would agree, subject to certain conditions, to make advances from time to time to provide funds for the payment of the Series A-6 Notes on the maturity dates thereof to the extent that proceeds of other Series A-6 Notes are not available therefor; and NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the sufficiency of which are hereby acknowledged, the Commission and the Bank hereby agree as follows:

ARTICLE I

DEFINITIONS
Section 1.1 Certain Defined Terms . As used in this Agreement and unless otherwise expressly indicated, or unless the context clearly requires otherwise:
(a) All the agreements or instruments herein de fined shall mean such agreements or instruments as the same may from time to time be supplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof and of this Agreement.
(b) Capitalized terms not otherwise defined herein have the respective meanings assigned to such terms in the Issuing and Paying Agent Agreement. (c) The following terms shall have the following meanings (such meanings to be equally applicable to both singular and plural forms of the terms defined):
“Advance” means any advance made by the Bank pursuant to Section 2.1 hereof. “Advance Due Date” means, in respect of any Advance, the earliest to occur of (a) the 90 (90th) day after the making of such Advance; (b) the Commitment Expiration Date; (c) the date that an Alternate Facility becomes effective; (d) the date the Commitment Period is otherwise terminated or expires; (e) the Business Day when Commercial Paper Notes o r bonds are sold to fund the repayment of any Advance or (f) the date on which the Commission issues any Subordinated Wastewater Bonds (unless the Bank otherwise waives the requirement of this clause (f) in writing); provided, however, that if any such day so determined is not a Business Day, the Advance Due Date shall be the next preceding day that is a Business Day. 4861-4697-3880.8

4 “Agreement” means this Revolving Credit and Term Loan Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time hereafter. “Alternate Facility” has the meaning set forth in the Issuing and Paying Agent Agreement. “Amortization End Date” means, at any time with respect to the amortization of any Term Loan, the earliest to occur of (a) the: third (3rd) anniversary of the date on which the related Advance was made, (b) the date an Alternate Facility becomes effective in accordance with Section 9.02 of the Issuing and Paying Agent Agreement, (c) the date that all of the Series A-6 Notes are repaid in full and the Lien in favor thereof is defeased in accordance with Section 9.05 of the Issuing and Paying Agent Agreement, (d) the date the Commitment Period is otherwise terminated (other than as a result of the Commitment Period expiring as a result of the Commitment Expiration Date occurring), (e) the third (3rd) anniversary of the Commitment Expiration Date, (f) the date the Commitment is reduced to zero pursuant to Section 2.6 or Section 8.2 hereof, (g) the Business Day when Commercial Paper Notes or bonds are sold to fund the repayment of any Term Loan and (h) the date on which the Commission issues any Subordinated Wastewater Bonds (unless the Bank otherwise waives the requirement of this clause (h) in writing). “Annual Budget” means the budget or budgets prepared by the Commission in substantially the form that has been previously presented to the Bank. “Annual Debt Service” has the meaning set forth in the Wastewater Bonds Indenture. “Anti-Corruption Laws ” means all laws, rules, and regulations of any juri sdiction applicable to the Commission from time to time concerning or relating to bribery or corruption. “Authorized Representative” means each of the: General Manager of the San Francisco Public Utilities Commission, Assistant General Manager and Chief Financial Officer, Business Services, Deputy Chief Financial Officer, Financial Services, Capital Finance Director, Financial Planning, Utility Specialist, Financial Planning, Controller of the City and County of San Francisco, Director of Public Finance, and any other individual designated from time to time as a “Designated Representative” in a certificate executed by the General Manager of the San Francisco Public Utilities Commission and delivered to the Bank.
“Authorizing Resolution” means the Resolution No. 24-[___] adopted by the Commission on June 25, 2024.
“Available Commitment ” means, at any date, the sum of the Available Principal Commitment and the Available Interest Commitment then in effect. “Available Interest Commitment” means, and in no event shall it exceed, $[_______] which constitutes [two hundred seventy (270) days] of interest at [twelve percent (12%)] on the maximum Available Principal Commitment calculated on the basis of actual number of days and a 365 day year, such initial amount adjusted from time to time as follows: (a) downward in an amount equal to the Interest Component of any Advance; (b) upward in an amount equal to the Interest Component of any Advance or Term Loan that is repaid, including upon the sale of Series A-6 Notes pursuant to Section 2.5(b) hereof; (c) downward in an amount equal to any reduction thereof effected pursuant to Section 2.6 hereof; and (d) downward to zero upon the expiration or 4861-4697-3880.8

5 termination of the Commitment in accordance with the terms hereof; p rovided that after giving effect to such adjustment the Available Interest Commitment shall never exceed $[_______]. Any adjustment to the Available Interest Commitment pursuant to clause (a), (b), (c), or (d) above shall occur simultaneously with the occurrence of the event described in such clause. “Available Principal Commitment” means, as of the Effective Date, One Hundred Twenty- Five Million Dollars ($[125,000,000]) and, thereafter, means such initial amount adjusted from time to time as follows: (a) downward in an amount equal to the principal amount of any Advance; (b) upward in an amount equal to the principal amount of any Advance or Term Loan that is repaid, including upon the sale of Subseries A -6 Notes or Subseries A -6-T Notes pursuant to Section

2.5(b) hereof; (c) downward in an amount equal to any reduction thereof effected pursuant to Section 2.6 hereof; (d) downward in an amount equal to the principal amount of any Term Loan, effective upon the making of such Term Loan; and (e) downward to zero upon the expiration or termination of the Commitment in accordance with the terms hereof; provided that after giving effect to such adjustment the Available Principal Commitment shall never exceed ($[125,000,000]). Any adjustment to the Available Principal Commitment pursuant to clause (a), (b), (c), (d) or (e) above shall occur simultaneously with the occurrence of the event described in such clause.
“Available Moneys” has the meaning set forth in the Issuing and Paying Agent Agreement. “Available Wastewater Enterprise Revenues” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Bank” has the meaning set forth in the introductory paragraph hereto, and includes any successor or assign permitted hereby.
“Bank Rate ” means, for any day, fo r each Advance and Term Loan, the following fluctuating interest rate per annum for such day, computed on the basis of the actual number of days elapsed and a 365-day year for the following periods, from and including the first day of the period to and excluding the last day of the period on which amounts bearing at such rate are due to be repaid in full hereunder:

Period Bank Rate
Date of Advance through day 90 following
the date of the related Advance
Base Rate
Day 91 following the date of the related
Advance the day the amount is due and
payable
Base Rate plus 1.00% per annum through

provided, however, that (a) upon the occurrence and during the continuation of any Event of Default, the Bank Rate shall equal the Default Rate; and (b) the Ban k Rate shall be subject to the limitations set forth in Section 2.4 hereof; and provided further that, at no time shall the Bank Rate be less than the highest rate on any outstanding Subseries A-6 Notes and Subseries A-6-T Notes. 4861-4697-3880.8

6 “Base Rate” means, for any day, the rate of interest per annum equal to the highest of:
(i) the Prime Rate plus one percent (1%), (ii) the Federal Funds Rate plus two percent (2%), and (iii) seven percent (7%). Each determination of the Base Rate by the Bank shall be conclusive and binding on the Commission absent manifest error. Each change in the Base Rate will take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate, as the case may be.
“Basic Commission Documents” means, at any time, each of Basic Documents except the City Legislation.
“Basic Documents” means, at any time, each of the following documents or agreements as in effect or as outstanding, as the case may be, at such time: (a) the Commercial Paper Notes, (b) the Resolutions, (c) the Offering Memorandum, (d) the Dealer Agreements, (e) the Issuing and Paying Agent Agreement, (f) the Revolving Note, (g) the Term Note, (h) the Fee Letter, (i) this Agreement, (j) the City Legislation and (k) the Authorizing Resolution. “BHC Act Affiliate ” of a party means an “ affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Board” has the meaning set forth in the recitals hereof. “Bond Counsel” has the meaning set forth in the Issuing and Paying Agent Agreement. “Bond Reserve Fund” has the meaning set forth in the Wastewater Bonds Indenture. “Bonds” has the meaning set forth in the Wastewater Bonds Indenture. “Business Day” means any day other than (1) a Saturday, Sunday, or day on which banking institutions in the State are authorized or obligated by law or executive order to be closed, (2) for purposes of payments and other actions relating to this Agreement, a day upon which commercial banks in the State or the State of New York are authorized or obligated by law or executive order to be closed, (3) a day on which the New York Stock Exchange is closed, or (4) a legal holiday of the City or any other day the City is authorized by law to be closed for official business, as provided in Section 6.19 hereof and Exhibit F, as updated by the City from time to time. “Charter” has the meaning set forth in the Issuing and Paying Agent Agreement. “City” has the meaning set forth in the Issuing and Paying Agent Agreement. “Cit y Legislation” has the meaning set forth in the recitals hereof.
“Change in Law ” means the occurrence, after the Closing Date, of any of the following:
(a) the adoption or taking effect of any Law, including, without limitation Risk- Based Capital Guidelines, (b) any change in any Law or in the enforcement, administration, interpretation, implementation or application thereof by any Governmental Authority or compliance by the Bank or any Participant therewith or (c) the making or issuance of any request, rul e, ruling, guideline, regulation or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd- Frank Wall Street Reform and Consumer Protection Act (or any other statute referred to therein or amended thereby) and all laws, requests, rules, regulations, policies, rulings, guidelines, regulations, standards or directives thereunder or issued in connection therewith and any interpretation, application or 4861-4697-3880.8

7 promulgation implementing, invoking or in any way the Dodd- Frank Wall Street Reform and Consumer Protection Act and (ii) all laws, requests, rules, rulings, standards, policies, guidelines, regulations or directives promulgated by, or in response to requests, guidelines or directives published by, the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities will, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “City” has the meaning set forth in the Issuing and Paying Agent Agreement. “Closing Date” means the date on which this Agreement is executed which, subject to the satisfaction of the conditi ons precedent set forth in Section 3.1 hereof, is expected to be ____, 2024.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations, rulings and judicial decisions promulgated thereunder. “Commercial Paper Notes” has the meaning set forth in the recitals hereof. “Commission” has the meaning set forth in the introductory paragraph hereof, and includes any successor or assign permitted hereby.
“Commitment” means, as of the Effective Date, [AMOUNT] Dollars ($[AMOUNT]) and, thereafter, shall mean such amount as reduced from time to time pursuant to Section 2.6 hereof or any other provision set forth herein.
“Commitment Expiration Date” means (i) _________, 2024, as such date may be extended from time to time pursuant to Section 9.12(b) hereof or (ii) such earlier date on which this Agreement terminates in accordance with its terms (including a date on which no Subseries A -6 Notes and Subseries A -6-T Notes remain outstanding and the Bank has honored its obligat ions hereunder with respect thereto after the issuance of a No -Issuance Notice by the Bank in accordance with the terms of this Agreement).
“Commitment Period” means, as of any date, the period from such date to the Commitment Expiration Date or any earlier date on which the Commitment is terminated pursuant to the terms hereof.
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Dealers” means the Qualified Dealer(s) and any other dealer or dealers selected from time to time by the Commission (and acceptable to the Bank and such acceptance shall not be unreasonably withheld) to market the Subseries A-6 Notes and Subseries A-6-T Notes pursuant to the terms of any applicable Dealer Agreement, and any permitted assigns and successors thereto. 4861-4697-3880.8

8 “Dealer Agreement” means each dealer agreement, by and between the Commission and a Dealer, in form currently in effect (and which the Bank hereto accepts), as may be amended and supplemented from time to time in accordance with the terms hereof. “Debt” means (a) all bonds, notes, debentures and other similar evidences of indebtedness or obligations of the Commission that are secured by or payable from Pledged Revenues senior to or on a parity with the Comm ercial Paper Notes, the Revolving Note and the Term Note, (b) all other indebtedness of the Commission for borrowed money, (c) obligations of the Commission as lessee under any lease of property, real or personal, that, in accordance with GAAP, would be required to be capitalized on a balance sheet of the lessee thereof, (d) obligations under Swap Contracts providing interest rate support with respect to any debt secured by or payable from Pledged Revenues senior to or on a parity with the Commercial Paper Notes, the Revolving Note and the Term Note, (e) any obligation of the Commission guaranteeing or in effect guaranteeing any other debt, whether directly or indirectly, including, but not limited to Swap Contracts, (f) all debt of others secured by a lien on any asset of such Person, whether or not such debt is assumed by such Person, (g) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business and (h) obligations of such Person to reimburse or repay any bank or other Person in respect of amounts paid or advanced under a letter of credit, credit agreement, liquidity facility or other instrument. “Debt Service” has the meaning set forth in the Wastewater Bonds Indenture. “Debt Service Reserve Debt” means any reimbursement agreement or similar arrangement to secure the repayment of advances under a liquidity, letter of credit or surety bond arrangement used to fund any debt service reserve or similar account securing Senior Debt. “Default” means any event or condition which constitutes an Event of Default or which, with the giving of notice, or the lapse of time, or both would, unless cured or waived, become an Event of Default.
“Default Rate” means the Base Rate from time to time in effect plus four percent (4.00%). “Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Dodd-Frank Act” means the Dodd -Frank Wall Street Reform and Consumer Protection Act and all regulations, guidelines and directions in connection therewith, as the same may be amended from time to time.
“DTC” means The Depository Trust Company, New York, New York, and any successor securities depository.
“Effective Date” has the meaning set forth in Section 3.1 hereof. “Employee Plan” means an employee benefit plan covered by Title IV of ERISA and maintained for employees of the Commission.
“Enterprise” has the meaning set forth in the Wastewater Bonds Indenture. 4861-4697-3880.8

9 “Environmental Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the clean-up or other remediation thereof. “EoD No-Issuance Notice” has the meaning set forth in Section 8.2(c) hereof. “Event of Default” has the meaning set forth in Section 8.1 hereof. “Excess Interest Amount” has the meaning set forth in Section 2.4 hereof. “Facility Fee” has the meaning set forth in the Fee Letter.
“Excluded Tax” means, with respect to the Bank or any Participant, (a) taxes imposed on or measured by its overall net income (how ever denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Bank or such Participant is organized or in which its principal office is located and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Commission is located.
“Federal Funds Rate” means, for any day, the rate of interest per annum as determined by the Bank at which overnight Federal funds are offered to the Bank for such day by major banks in the interbank market, with any change in such rate to become effective as to the Commission, on the date of any change in such rate; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be the rate applicable to such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Bank on such day by three Federal funds brokers selected by the Bank.

Each determination of the Federal Funds Rate by the Bank shall be conclusive and binding on the Commission absent manifest error. Notwithstanding anything herein to the contrary, if the Federal Funds Rate as determined as provided above would be less than zero percent (0.0%), then the Federal Funds Rate shall be deemed to be zero percent (0.0%). “Fee Letter ” m eans the Fee Letter dated August _, 2024, regarding fees, costs and expenses, as the same may be amended, restated, modified or supplemented from time to time by written instrument signed by the Commission and the Bank and any agreement entered into in substitution thereof. The parties hereto acknowledge and agree that all references in this Agreement to “Fee Letter” are, from and after the date hereof, read to mean “Fee Letter” as defined herein.
“Fiscal Year” has the meaning set forth in the Issuing and Paying Agent Agreement. “Formula Rate” means the rate per annum at which any Advance, Term Loan or any other amount payable hereunder or under the Fee Letter would bear interest pursuant to the terms hereof 4861-4697-3880.8

10 if such rate were determined without regard to the limitations herein with respect to the Maximum Interest Rate.
“GAAP” means generally accepted accounting principles in the United States as in effect from time to time, applied by the Commission on a basis consistent with the Commission’s most recent financial statements furnished to the Bank pursuant to Section 6.6 hereof. “Governmental Authority” means the United States of America or any state or political subdivision thereof, any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government in the United States of America (or any state, municipality or political subdivision thereof), including, without limitation, any central bank or other governmental or quasi -governmental authority exercising control over banks or other financial institutions, and any corporation or other entity or authority owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing. “Immediate Termination Event” has the meaning set forth in Section 8.1(a) hereof. “Interest Fund” has the meaning set forth in the Wastewater Bonds Indenture. “Interest Component” in respect of any Advance, means the portion of such Advance equal to the accrued interest on maturing Commercial Pap er Notes which is paid with the proceeds of such Advance pursuant to Section 2.1 hereof.
“Investment Policy and Guidelines” means the investment guidelines of the City as in effect on the date hereof, as such investment guidelines may be amended from time to time in accordance with the Issuing and Paying Agent Agreement, the Resolutions, and State laws, as applicable. “Issuing and Paying Agent” has the meaning set forth in the recitals to this Agreement and include any successors and assigns.
“Issuing and P aying Agent Agreement ” has the meaning set forth in the recitals to this Agreement.
“Legal Requirement ” means any law (including any Environmental Laws), statute, ordinance, decree, requirement, order, judgment, rule or regulation (or interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority. “Lien” means, with respect to any asset, (a) any lien, charge, claim, mortgage, security interest, pledge or assignment of revenues of any kind in respect of such asset or (b) the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.
“Maximum Interest Rate” means the lesser of (a) the maximum non-usurious interest rate that may, under applicable federal law and applicable state law, be contracted for, charged or received under such laws and (b) 12% per annum; provided, however, that if the City or the Commission increases the maximum rate allowable at any time during the term hereof, then such increased rate shall be the Maximum Interest Rate.
“Moody’ s” means Moody’s Investors Service, Inc. and its successors and assigns. 4861-4697-3880.8

11 “Net Revenues” has the meaning set forth in the Wastewater Bonds Indenture. “No-Issuance Notice” means an EoD No- Issuance Notice or a Subordinated Bonds No- Issuance Notice.
“Offering Memorandum” means any offering memorandum or similar disclosure document relating to the Commercial Paper Notes and the Commission as may be prepared by or on behalf of the Commission from time to time in connection with the offering and sale of Commercial Paper Notes.
“Operation and Maintenance Costs of the Enterprise ” has the meaning set forth in the Wastewater Bonds Indenture.
“Ordinances” has the meaning set forth in the recitals hereof. “Other Commercial Paper Notes ” means all obligations of the Commission for the payment of principal and interest on any commercial paper notes issued by or on behalf of the Commission (other than the Commercial Paper Notes) payable from or secured by a first lien on the Pledged Revenues after the Senior Debt, but that is authorized and issued by the Commission pursuant to an indenture, contract or other instrument. “Other Debt Documents ” has the meaning set forth in Section 7.1(c) (i) hereof. “Other Taxes” has the meaning set forth in Section 2.12(b) hereof. “Parity Debt” means all obligations of the Commission for the payment of principal and interest on Debt ( (i) other than (A) Debt described in clauses (b) and (g) of the “Debt” and (B) termination payments under Swap Contracts as described in clause (d) of the definition of “Debt”, (ii) with respect to capital leases described in clause (c) of the definition of “Debt,” only those capital leases the obligations under which are secured by or payable from Pledged Revenues on basis senior to or on a parity with the Commercial Paper Notes, the Loans, the Revolving Note and the Term Note (x) which are not subject to appropriation or abatement or (y) which is rated by each Rating Agency then rating the Commercial Paper Notes at a level equal to or higher than the long-term unenhanced debt rating assigned by each such Rating Agency to any Debt of such Person secured by or payable from Pledged Revenues on a parity with the Loans, the Revolving Note and the Term Note and (iii) with respect to debt as described in clause (f) of the definition of “Debt”, only with respect to such debt which has been assumed by the Commission) payable from or secured by a first lien on the Pledged Revenues after the Senior Debt, but that is authorized and issued by the Commission pursuant to an indenture, contract or other instrument; including, without limitation, the Commercial Paper Notes, the Series A-1 Reimbursement Agreement, the Series A-1 Bank Note, Series A-2 Reimbursement Agreement, the Series A-2 Bank Note, the Series A-4 Liquidity Agreement, the Series A-4 Revolving Notes, the Series A-4 Term Note, the Series A-7 Reimbursement Agreement and the Series A-7 Bank Note, the US Bank Revolving Credit Agreement an d the additional credit agreements, liquidity agreements, bank notes, revolving notes and term notes that are expected to be entered into in accordance with the Ordinance, the City Legislation and/or the Resolutions; provided, however, that the failure to pay any Debt described in clause (e) of the definition of “Debt” as a result of any set-off, recoupment, 4861-4697-3880.8

12 counterclaim or any other defense of the Commission shall not constitute a failure to pay Parity Debt for purposes of this Agreement.
“Parity Loans” shall have the meaning assigned to such term in the Wastewater Bonds Indenture.
“Participant” means a bank which has purchased a participation from the Bank in the Bank’s rights and obligations hereunder and under the Basic Documents pursuant to a Participation Agreement.
“Participation Agreement” means any agreement entered into among the Bank and one or more other banks purchasing participations in the Bank’s rights and obligations hereunder and under the Basic Documents and named therein, pursuant to which such other bank or banks shall purchase from the Bank a participation or participations in the Bank’s rights and obligations hereunder and under the Basic Documents.
“Patriot Act” has the meaning set forth in Section 9.20 hereof. “Person” means an individual, a firm, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. “Pledged Revenues” means Available Wastewater Enterprise Revenues and other amounts described in Section 6.01 of the Issuing and Paying Agent Agreement. “Prime Rate” means the rate published from time to time in The Wall Street Journal as the “U.S. Prime Rate” or, in the event The Wall Street Journal ceases to be published, goes on strike, is otherwise not published or ceases publication of “Prime Rates”, the base, reference or other rate then designated by the Bank, for general commercial loan reference (it being understood that such rate shall not necessarily be the best or lowest rate of interest available to the Bank’s best or most preferred prime, large commercial customers). Each determination of the Prime Rate by the Bank will be conclusive and binding on the Issuer absent manifest e rror. Notwithstanding anything herein to the contrary, if the Prime Rate as determined as provided above would be less than zero percent (0.0%), then the Prime Rate shall be deemed to be zero percent (0.0%). “Principal Component” in respect of any Advance, means the portion of such Advance equal to the principal amount of Commercial Paper Notes paid with the proceeds of such Advance. “Proceedings” has the meaning set forth in Section 9.14(c) hereof. “Proposition E” means the measure approved by the voters of the City on November 5, 2002, which among other things, authorized the Commission to issue revenue bonds, including notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board.
“Qualified Dealer ” means, initially, only Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and US Bancorp Investments, Inc. and the other Dealers on the list set forth in Exhibit M hereto on the Effective Date, and thereafter any other Dealer approved in writing by the 4861-4697-3880.8

13 Bank to act as dealer for Subseries A -6 Notes and Subseries A -6-T Notes, which approval shall not be unreasonably withheld or delayed.
“Quarterly Date ” means the last Business Day of each March, June, September or December.
“Rating Agency” means either Moody’s or S&P. “Rating Agencies” means Moody’s and S&P.
“Request for Advance” means a written request for an Advance substantially in the form of Exhibit C hereto.
“Resolution No. 06-0164” has the meaning set forth in the recitals to this Agreement. “Resolution No. 11-0197” has the meaning set forth in the recitals to this Agreement. “Resolution No.14-0139” has the meaning set forth in the recitals to this Agreement. “Resolution No. 17-0086” has the meaning set forth in the recitals to this Agreement. “Resolution No. 24-[ ]” means the Authorizing Resolution. “Resolution No. 378-14” has the meaning set forth in the recitals to this Agreement. “Resolutions” has the meaning set forth in the recitals hereof. “Revenues” has the meaning set forth in the Wastewater Bonds Indenture. “Revolving Note” has the meaning set forth in Section 2.1(d) hereof. “Sale Price” has the meaning set forth in Section 2.5(b) hereof.
“Senior Debt” means the Senior Lien Wastewater Bonds, Subordinated Wastewater Bonds, Parity Loans and any additional bonds, notes or other Debt ( (i) other than (A) Debt described in clauses (b) and (g) of the “Debt” and (B) termination payments under Swap Contracts as described in clause (d) of the definition of “Debt”, (ii) with respect to capital leases described in clause (c) of the definition of “Debt,” only those capital leases the obligations under which are secured by or payable from Pledged Revenues on basis senior to or on a parity with the Commercial Paper Notes, the Loans, the Revolving Note and the Term Note (x) which are not subject to appropriation or abatement or (y) which is rated by each Rating Agency then rating the Commercial Paper Notes at a level equal to or higher than the long-term unenhanced debt rating assigned by each such Rating Agency to any Debt of the Commission secured by or payable from Pledged Revenues on a parity with the Loans, the Revolving Note and the Term Note and (iii) with respect to debt as described in clause (f) of the definition of “Debt”, only with re spect to such debt which has been assumed by the Commission) payable from or secured by the Wastewater Enterprise Revenues, that are senior to the Lien securing the Parity Debt; provided, however, that the failure to pay any Debt described in clause (e) of the definition of “Debt” as a result of any set -off, recoupment, counterclaim or any other defense of the Commission shall not constitute a failure to pay Senior Debt for purposes of this Agreement.
4861-4697-3880.8

14 “Senior Lien Wastewater Bonds ” means all bonds currently outstanding or hereinafter issued by the Commission with a senior pledge or first lien on the Wastewater Enterprise Revenues. “Senior Lien Wastewater Documents” means the Wastewater Bonds Indenture pursuant to which the Senior Lien Wastewater Bonds are issued.
“Senior State Loans” has the meaning set forth in the Wastewater Bonds Indenture. “Series A-1 Bank Note ” means the bank note issued pursuant to the Series A-1 Reimbursement Agreement.
“Series A-1 Reimbursement Agreement” has the meaning set forth in the recitals. “Series A-1 Notes” has the meaning set forth in the recitals. “Series A-2 Bank Note ” means the bank note issued pursuant to the Series A-2 Reimbursement Agreement.
“Series A-2 Notes” has the meaning set forth in the recitals. “Series A-2 Reimbursement Agreement” has the meaning set forth in the recitals. “Series A-3 Notes” has the meaning set forth in the recitals. “Series A-4 Liquidity Agreement” has the meaning set forth in the recitals. “Series A-4 Notes” has the meaning set forth in the recitals. “Series A-4 Revolving Note ” means the revolving note issued pursuant to the Series A-4 Liquidity Agreement.
“Series A-4 Term Note” means the term note issued pursuant to the Series A-4 Liquidity Agreement.
“Series A-5 Notes” has the meaning set forth in the recitals. “Series A-7 Bank Note ” means the bank note issued pursuant to the Series A-7 Reimbursement Agreement.
“Series A-7 Notes” has the meaning set forth in the recitals. “Series A-7 Reimbursement Agreement” has the meaning set forth in the recitals. “Sixth Supplemental Indenture ” means the Sixth Supplemental Indenture, dated July 1, 2018, by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) as trustee thereunder, which amends and supplements the Wastewater Bonds Indenture.
4861-4697-3880.8

15 “S&P” means S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC, and its successors and assigns.
“Sanctioned Country” means, at any t ime, a country or territory which is the subject or target of any Sanctions.
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person. “Sanctions” means economic or financial sanctions or trade embargoes imposed , administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S.

Department of State.
“State” means the State of California.
“Subordinated Bonds No-Issuance Notice” has the meaning set forth in Section 2.13 hereof. “Subordinated Wastewater Bonds” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Subordinated Wastewater Bonds Indenture” has the meaning set forth in t he Issuing and Paying Agent Agreement.
“Suspension Event” has the meaning set forth in Section 8.2(b) hereof. “Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross -currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the te rms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
“Swap Policy and Guidelines” means the swap guidelines of the Commission as in effect on the date hereof, as such swap guidelines may be amended from time to time in accordance with the Issuing and Paying Agent Agreement, the Resolutions, and State laws, as applicable. “Taxes” has the meaning set forth in Section 2.12(a) hereof. 4861-4697-3880.8

16 “Term Loan” has the meaning set forth in Section 2.2(a) hereof. “Term Loan Date” has the meaning set forth in Section 2.2(a) hereof. “Term Note” has the meaning set forth in Section 2.2(c) hereof. “Termination Date” has the meaning set forth in Section 8.2(b) hereof. “US Bank Revolving Credit Agreement” has the meaning set forth in the recitals. “Wastewater Bonds Indenture” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Wastewater Enterprise ” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Wastewater Enterprise Revenues” has the meaning ascribed to the term “Revenues” in the Wastewater Bonds Indenture.

Section 1.2 Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for changes approved by the Commission’s independent public accountants) with the most recent audited financial statements of the Commission delivered to the Bank.

Section 1.3 Rules of Construction. When used in this Agreement:
(a) the singular includes the plural and the plural includes the singular; (b) “or” is not exclusive;
(c) a reference to a law shall include any amendment or modification to such law;
(d) a reference to a person shall include its permitted successors and permitted assigns; and
(e) a reference to an agreement, instrument or document shall include such agreement, instrument or document as the same may be amended, modified or supplemented from time to time in accordance with its terms and as permitted hereby.

ARTICLE II

ADV ANCES AND LOANS
Section 2.1 Advances.
(a) Making of Advances; Use of Proceeds. Subject to the terms and conditions of this Agreement (including, without limitation, Section 3.2 hereof), the Bank agrees to make 4861-4697-3880.8

17 Advances from time to time on any Business Day during the Commitment Period in amounts not to exceed at any time the Available Commitment. Each Advance shall be made sol ely for the purpose of providing funds to pay the principal of and accrued interest on the Subseries A-6 Notes and Subseries A-6-T Notes on the respective maturity dates thereof to the extent that proceeds of other Series A-6 Notes are not available theref or. Each Advance under this Section 2.1 shall be made in an aggregate principal amount equal to the Principal Component plus the Interest Component, if any, as may be requested by the Issuing and Paying Agent, to enable the Issuing and Paying Agent to pay , on behalf of the Commission, the principal of and accrued interest on Commercial Paper Notes maturing on the date of such Advance. The aggregate Principal Component of all Advances made on any date shall not exceed the Available Principal Commitment on such date. The aggregate Interest Component of all Advances made on any date shall equal the lesser of (i) the Available Interest Commitment on such date and (ii) the actual aggregate amount of interest, if any, accrued on the Commercial Paper Notes to be paid with the proceeds of such Advance.
(b) Reborrowing. Within the limits of this Section 2.1, the Commission may borrow in the form of Advances hereunder, pay or prepay outstanding Advances and Term Loans pursuant to Section 2.5 hereof and reborrow in the form of Advances under this Section 2.1.

Notwithstanding anything herein to the contrary, the Bank shall have no obligation to make an Advance if the sum of such Advance plus the aggregate principal amount of the outstanding Loans would exceed the Available Commitment then in effect.
(c) Method of Borrowing. Upon receipt of a Request for Advance by the Bank from the Issuing and Paying Agent in the form of Exhibit C hereto not later than 11:30 a.m. (New York City time) on the day of the proposed borrowing, the Bank shall, subject to the terms and conditions of this Agreement, before 2:30 p.m. (New York City time) on such date, transfer funds to the Issuing and Paying Agent in an amount equal to the amount of the requested Advance. With respect to any such Request for Advance received by the Bank from the Issuing and Paying Agent after 11:30 a.m. (New York City time) on any date, the Bank shall be obligated to make such Advance to the Issuing and Paying Agent by 2:30 p.m. (New York City time) on the next succeeding Business Day. Each Advance shall be made by the Bank by wire transfer of immediately available funds to the Issuing and Paying Agent at U.S. Bank N.A. ABA#[ ] AC#[ ], Acct Name: [ ], Attn: [ ], Ref: [ ]. Such account may be changed only by presentation to the Bank of a notice in form satisfactory to the Bank specifying a different account with the Issuing and Paying Agent and executed by the Issuing and Paying Agent and authenticated to the Bank’s satisfaction.
(d) Revolving Note. All Advances shall be evidenced by one promissory note of the Commission, designated “Public Utilities Commission of the City and County of San Francisco Liquidity Facility Revolving Bank Note, Subseries A-6 and Subseries A-6¬T ” in substantially the form of Exhibit A hereto (the “Revolving Note”) to be issued on the Effective Date, payable to the Bank in a principal amount up to the amount of the Commitment on the Effective Date and interest on outstanding advances hereunder and otherwise duly completed. All Advances made by the Bank and all payments and prepayments made on account of principal thereof shall be recorded by the Bank on the schedule (or a continuation thereof) attached to the Revolving Note, it being understood, however, that failure by the Bank to make any such endorsement shall not affect the 4861-4697-3880.8

18 obligations of the Commission hereunder or under the Revolving Note in respect of unpaid principal of and interest on the Advances.
(e) Scheduled Repayments of Advances.
(i) The portion of each Advance that constitutes the Interest Component shall be due and payable by the Commission on the earliest to occur of (A) the first Business Day of the month immediately succeeding the date on each Advance that constitutes the Interest Component, (B) the second Business day following the date such Advance is made and (C) the Advance Due Date, in each case with interest to accrue on any such unpaid portion at the applicable Bank Rate until paid in full.
(ii) The Principal Component of each Advance shall be repaid on the date such Advance is made; provided, that if on such date (A) no Default or Event of Default shall have occurred and be continuing and (B) the representations and warranties of the Commission set forth in Article VI hereof and in each of the other Basic Documents shall be true and correct in all material respects and deemed made on and as of such date, such Principal Component of such Advance shall be repaid on the Advance Due Date applicable to such Advance; provided further, that if the conditions to the making of the Term Loan set forth in Section 3.3 are satisfied on such Advance Due Date, such Principal Component of such Advance shall be deemed to be repaid from the proceeds of a Term Loan made in accordance with Section 2.2 hereof. The Commission’s obligations to repay e ach Principal Component of each Advance and to pay interest thereon as provided herein shall be evidenced and secured by the Revolving Note, and the Commission shall redeem the Revolving Note on each date on which the Commission is required to make a principal payment on an Advance in an amount equal to the Advance payment due on such date and shall pay interest on the Revolving Note on each date on which the Commission is required to make an interest payment on an Advance.
(f) Interest. The Commission agrees to pay interest on the unpaid principal amount of the Principal Component of each Advance, subject to the terms of Section 2.4 hereof, from the date such Advance is made until the principal amount thereof is paid in full, at the Bank Rate or the Default Rate, as applicable; provided, however, that at all times the interest rate payable on any Advance shall be subject to the limitations set forth in Section 2.4 hereof. Interest on the Principal Component of each Advance shall be payable in arrears on the first Business Day of each calendar month, such earlier date on which such Principal Component of each Advance is paid in full and on the related Advance Due Date or as otherwise provided pursuant to Sections 2.5 and

8.2 hereof. In addition, in the case of any prepayment of any portion of an Advance, interest on the portion so prepaid shall be payable in arrears on the date of prepayment.

Section 2.2 Term Loans.
(a) Making of Term Loans; Use of Proceeds . Subject to the fulfillment of the conditions precedent set forth in Section 3.3 hereof, the Bank agrees to make loans from time to time (each, a “Term Loan”) on each Advance Due Date (each, a “Term Loan Date”) in a principal amount equal to the principal amount of the Advance that is then due on each such A dvance Due Date. The proceeds of each Term Loan shall be applied exclusively to the repayment of the 4861-4697-3880.8

19 principal of the related Advance on each Advance Due Date and the Commission shall pay all accrued interest on such Advance on the Advance Due Date. (b) Method of Borrowing. Upon receipt by the Bank of a notice signed by an Authorized Representative of the Commission requesting that the Bank make a Term Loan on a proposed Term Loan Date not earlier than five (5) Business Days after the date of such receipt, the Bank, subject to the terms and conditions of this Agreement, shall be deemed to make a Term Loan on such proposed Term Loan Date to the Commission in the principal amount specified in such notice, which shall be equal to the principal amount of the Advance maturing on such date. (c) Term Note. All Term Loans shall be evidenced by one promissory note of the Commission, designated “Public Utilities Commission of the City and County of San Francisco Liquidity Facility Term Bank Note, Subseries A-6 and Subseries A-6-T,” in substantially the form of Exhibit B hereto (the “Term Note”) to be issued on the Effective Date, payable to the Bank in a principal amount equal to the Commitment then in effect, plus all interest which accrue on any outstanding Term Loans and otherwise duly completed. All Term Loans made by the Bank and all payments and prepayments made on account of the principal of each Term Loan shall be recorded by the Bank on the schedule attached to the Term Note, it being understood, however, that failure by the Bank to make any such endorsement or any error therein shall not affect the obligations of the Commission hereunder or under the Term Note in respect of unpaid principal of and interest on the Term Loans.
(d) Scheduled Repayment of Term Loans. The principal of each Term Loan shall be repaid in installments during a period commencing on its Term Loan Date and terminating on the Amortization End Date (as in effect on such Term Loan Date). The principal installments for each Term Loan shall be due and payabl e on the first Quarterly Date that is at least ninety (90) days following the date of the related Advance, on each Quarterly Date thereafter and with the final installment being due and payable on or before the Amortization End Date and the principal amount of each said installment shall be derived by dividing the aggregate principal amount of such Term Loan by the total number of such payment dates. (e) Interest. The Commission shall pay interest on the unpaid principal amount of each Term Loan, subject to the terms of Section 2.4 hereof, from its Term Loan Date until the principal amount thereof is paid in full at the Bank Rate or the Default Rate, as applicable; provided, however, that at all times the interest rate payable on any Term Loan shall be subject to the provisions set forth in Section 2.4 hereof. Interest on each Term Loan shall be payable in arrears on the first Business Day of each calendar month and on the Amortization End Date. In addition, in the case of any prepayment of any portion of a Term Loan, interest on the portion so prepaid shall be payable on the date of such prepayment. The Commission’s obligations to repay each Term Loan and to pay interest thereon as provided herein shall be evidenced and secured by the Term Note, and the Commissio n shall redeem the Term Note on each date on which the Commission is required to make a principal payment on a Term Loan in an amount equal to the Term Loan payment due on such date and shall pay interest on the Term Note on each date on which the Commission is required to make an interest payment on a Term Loan.

Section 2.3 Interest on Overdue Amounts. If there shall have occurred and be continuing an Event of Default, any amount due hereunder or under the Fee Letter (including, without 4861-4697-3880.8

20 limitation, fees, commissions, expenses, an Advance, a Term Loan or, to the extent permitted by law, installments of interest thereon) shall bear interest, payable on demand, and subject to the terms of Section 2.4 hereof, from the date the same becomes due until such amount is paid in full at a fluctuating rate per annum equal to the Default Rate; provided, however, that at all times the Default Rate shall be subject to the provisions set forth in Section 2.4 hereof.

Section 2.4 Interest Rate Adjustment. If the amount of interest payable in respect of any Advance or Term Loan for any interest payment period ending on any interest payment date (as provided in Section 2.1(f) hereof with respect to Advances and Section 2.2(e) hereof with respect to Term Loans) calculated at the Formula Rate is less than the Maximum Interest Rate, then interest on such Advance or Term Loan shall for such period accrue and be payable at the Formula Rate.

If the amount of interest payable in respect of any Advance or Term Loan for any interest payment period ending on any interest payment date calculated at the Formula Rate exceeds the amount of interest that would be payable for such period had interest been calculated at the Maximum Interest Rate, then interest on such Advance or Term Loan shall for such period accrue and be payable in an amount calculated on the basis of the Maximum Interest Rate. The difference between (a) the amount of interest which would have accrued and been payable on Advances or Term Loans for any interest payment periods at the Formula Rate (calculated without regard to the immediately preceding sentence) and (b) the amount of interest that did accrue and become payable as provided in the immediately preceding sentence is herein referred to as the “Excess Interest Amount.” The Bank shall calculate and notify the Commission promptly in writing of the Excess Interest Amount, as the same is determined from time to time; provided, that the failure of the Bank to so notify the Commission shall not affect the accrual of or obligation of the Commission to pay such Excess Interest Amount. If there is an Excess Interest Amount, then each Advance and Term Loan shall for the current and each subsequent interest period (or portion thereof) bear interest at the Maximum Interest Rate until such time as the excess of (a) the amount of interest accrued and payable thereon at such rate over (b) the amount of interest that would have accrued and been payable at the Formula Rate equals the Excess Interest Amount; provided, that upon termination of this Agreement, in consideration for the limitation of the rate of interest otherwise payable hereunder, the Commission shall pay, to the extent permitted by law, the Bank a fee equal to the amount of all unpaid Excess Interest Amount.

Section 2.5 Prepayments of Advances and Loans.
(a) Optional Prepayment. On any Business Day upon not less than one (1) Business Days’ notice, the Commission may prepay or cause to be prepaid, without penalty, any Advance or Term Loan either in whole or in part in a principal amount equal to $500,000 and integral multiples of $500,000 in excess thereof by paying to the Bank (i) the principal amount of the Advance or Term Loan, or portion thereof, being prepaid plus (ii) accrued and unpaid interest on such principal amount.
(b) Mandatory Prepayment by R eason of Sales of Subseries A -6 Notes or Subseries A-6-T Notes. Simultaneously with the sale of any Subseries A -6 Notes or Subseries A- 6-T Notes while any Advances or Term Loans are outstanding, the Commission shall be obligated (i) first, to pay the princ ipal of Subseries A-6 Notes or Subseries A -6-T Notes maturing on such date and (ii) second, to (A) prepay Advances or Term Loans in a principal amount equal to the principal amount of Subseries A -6 Notes or Subseries A -6-T Notes issued on such date, and 4861-4697-3880.8

21 (B) pay accrued and unpaid interest on the principal amount of such Advances or Term Loans being prepaid. In order to effectuate such prepayment of Advances or Term Loans and the payment of accrued and unpaid interest thereon, prior to or simultaneously with the sale of any Subseries A-6 Notes or Subseries A -6-T Notes, (i) the Commission shall use its best efforts to cause the Dealers to deliver to the Bank a written notice to the effect that (A) it is selling on the Business Day of such notice a specified principal amount of Subseries A-6 Notes or Subseries A-6-T Notes in excess of the principal amount of Subseries A -6 Notes or Subseries A -6-T Notes maturing on such date, (B) it is delivering to the Issuing and Paying Agent for the account of the Bank on such Business Day by wire transfer a specified amount of immediately available funds which is equal to the principal amount of such Subseries A -6 Notes or Subseries A -6-T Notes in excess of the principal amount of Subseries A -6 Notes or Subseries A -6-T Notes m aturing on such date (the “Sale Price ”), and which constitutes proceeds of such sale, and (C) such specified principal amount of Subseries A -6 Notes or Subseries A -6-T Notes in excess of the principal amount of Subseries A-6 Notes or Subseries A-6-T Notes maturing on such date is being delivered to or upon the order of the Dealer in accordance with the Issuing and Paying Agent Agreement, and (ii) the Commission shall use its best efforts to cause the Dealers to pay to the Issuing and Paying Agent for the account of the Bank, by wire transfer of immediately available funds, the proceeds of the sale of such Subseries A -6 Notes or Subseries A -6-T Notes in excess of the principal amount of Subseries A-6 Notes or Subseries A -6-T Notes maturing on such date in an amount equal to the Sale Price which shall be applied first, to the prepayment of principal of outstanding Term Loans, second, to the extent sufficient therefore and not otherwise provided for by the Commission, to the payment of interest accrued on such principal amount of Term Loans prepaid, third , to the extent sufficient therefore and not otherwise provided for by the Commission, to the payment of the principal on all outstanding Advances and fourth, to the extent sufficient therefore and not otherwise provided for by the Commission, to the payment of interest accrued on such principal amount of Advances prepaid. Effective immediately upon the receipt by the Bank of the notice referred to in clause (i) above and notification of the Federal funds wire transfer reference numbers with respect to the Sale Price and any transfer of funds from the Commission, the Available Commitment shall be reinstated by an amount equal to the principal amount of the Advances and/or Term Loans prepaid; provided, however, that at any time the Bank may, by written notice to the Commission, require that such reinstatement shall occur only upon actual receipt of payments in respect of the Advances or Term Loans to be repaid. In the event that the proceeds of any sale of Subseries A-6 Notes or Subseries A-6-T Notes in excess of the principal amount of Subseries A-6 Notes or Subseries A-6-T Notes maturing on such date are not received from the Dealers or are received in an amount less than the Sale Price thereof (net of any amount already provided by the Commission pursuant to this Section 2.5(b)), the Commission shall pay to the Bank, within three (3) Business Days of the Bank’s demand therefor, an amount equal to the amount of such proceeds or such deficiency.
(c) General Provisions. Term Loans and Advances shall be prepaid in the order in which made. In the case of a partial prepayment of any Term Loan or an Advance, the installments thereof shall be prepaid in the inverse order of their due dates unless otherwise specified by the Commission.

Section 2.6 Termination or Reduction of Commitment. The Available Commitment shall automatically terminate on the date on which an Alternate Facility has become effective pursuant to the Issuing and Paying Agent Agreement but subject to the provisions of Section 9.12(d) hereof. 4861-4697-3880.8

22 The Commission shall provide thirty (30) days’ prior written notice to the Bank of such termination by delivering to the Bank a certificate in substantially the form of Exhibit E hereto except that, in the case of any termination as provided in Section 9.12(a) hereof, the delivery of such a certificate shall not be required. The Commission may from time to time reduce the amounts of the Commitment and the Available Commitment by delivering to the Bank a certificate in substantially the form of Exhibit E hereto at least thirty (30) days’ prior to such reduction; provided, that the statements set forth in paragraph (b) of such certificate shall be true and correct.

Section 2.7 Increased Costs. (a) Increased Costs Generally. If any Change in Law:
(i) imposes, modifies or deems applicable any reserve, liquidity ratio, special deposit, insurance premium, fee, financial charge, monetary burden, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account or advances, loans or other credit extended or participated in by, the Bank or any or funding any Advance, or complying with any term of this Agreement, or against assets held by, or deposits with or the account of, the Bank or such Participant;
(ii) subjects the Bank or any Participant to any Tax of any kind whatsoever with respect to this Agreement, the Revolving Note and Term Note, or the Fee Agreement or changes the basis of taxation of payments to the Bank or such Participant in respect (except for Indemnified Taxes or Other Taxes covered by Section 2.12 and the imposition or any change in the rate of, any Excluded Tax payable by the Bank or any Participant);
(iii) subject credits or commitments to extend credit extended by the Bank or Participant to any a ssessment or other cost imposed by the Federal Deposit Insurance Corporation or any successor thereto; or
(iv) imposes on the Bank or any Participant any other condition, cost or expense affecting this Agreement, the Revolving Note and Term Note, or the Fee Agreement; and the result of any of the foregoing is to increase the cost to the Bank or such Participant related to funding any Advance hereunder or issuing or maintaining a Term Loan or its participation therein, as the case may be, or to reduce the amount of any sum received or receivable by the Bank or such Participant hereunder, under the Revolving Note and Term Note or under the Fee Agreement (whether of principal, interest or any other amount), then, upon written request of the Bank or such Partici pant as set forth in paragraph (c) of this Section, the Commission shall promptly pay to the Bank or such Participant, as the case may be, such additional amount or amounts as will compensate the Bank or such Participant, as the case may be, for such addit ional costs incurred or reduction suffered.
(b) Capital Requirements. If the Bank or any Participant determines that any Change in Law affecting the Bank or such Participant or the Bank’s or such Participant’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Bank’s or such Participant’s capital or liquidity or on the capital or liquidity of the Bank’s or such Participant’s holding company, if any, as a consequence of thi s Agreement, the Revolving Note, the Term Note, or the Fee Agreement, to a level below that which the Bank or such Participant or the Bank’s or such Participant’s holding company could have achieved but for 4861-4697-3880.8

23 such Change in Law (taking into consideration the Bank’s or such Participant’s policies and the policies the Bank’s or such Participant’s holding company with respect to capital adequacy), then from time to time, upon written request of the Bank or such Participant as set forth in paragraph (c) of this Section, the Commission will pay to the Bank or such Participant such additional amount or as will compensate the Bank or such Participant or the Bank’s or such Participant’s holding for any such reduction suffered. Notwithstanding the foregoing, the amount that any Participant be entitled to receive under this Section 2.14(b) will in no event exceed the amount that would have been entitled to receive under this Section 2.14(b) had such Participant’s funding obligation been a direct obligation of the Bank.
(c) Certificates for Reimbursement. A certificate of the Bank or a Participant setting forth the amount or amounts necessary to compensate the Bank or such Participant or the Bank’s or such Participant’s parent or holding company, as the case may be, as specified in paragraph (a) (b) of this Section and delivered to the Commission, will be conclusive absent manifest error.

Commission shall pay the Bank or such Participant, as the case may be, the amount shown as due any such certificate within thirty (30) days after receipt thereof. (d) Delay in Requests. Failure or delay on the part of the Bank or any Participant to demand compensation pursuant to this Section will not constitute a waiver of the Bank’s or such Participant’s right to demand such compensat ion; provided that the Commission is not required compensate the Bank or such Participant pursuant to this Section for any increased costs incurred reductions suffered more than one hundred eighty (180) days prior to the date that the Bank or Participant, as the case may be, notifies the Commission of the Change in Law giving rise to increased costs or reductions, and of the Bank’s or such Participant’s intention to claim therefor (except that (i) if the Change of Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty day period referred to above will be extended to include period of retroactive effect thereof and (ii) if the Bank or any such Participant had no actual knowledge of the action resulting in such increased costs as of the date six months prior to the date notice to the Commission, then the six-month period referred to above will not apply). (e) Survival. Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and obligations of the Commission contained in this Section will survive the termination of this Agreement, the Fee Agreement and the Revolving Note and the Term Note and the payment in full of the Revolving Note and Term Note and the obligations of the Commission thereunder and hereunder.

Section 2.8 Security. Notwithstanding any other provision of this Agreement or any other Basic Document to the contrary, all obligations to the Bank under this Agreement, including, without limitation, the Revolving Note and the Ter m Note, are limited obligations of the Commission payable solely from the Pledged Revenues, as provided in the Issuing and Paying Agent Agreement.

Section 2.9 Payments and Computations . The Commission shall make or cause to be made each payment hereunder and under the Fee Letter not later than 3:00 P.M. (New York City time) on the day when due, in lawful money of the United States of America, to the Bank, by wire transfer in immediately available funds to the following account: Bank Name: Bank of America, N.A. ABA: Account #: [ ]; Account Name: [ ]; Attn: [ ]; 4861-4697-3880.8

24 Reference: San Francisco Public Utilities Commission, or such other account as the Bank may specify in writing from time to time to the Commission (such account being the “Payment Office”).

Any payment received after such time shall be deemed to be received on the next succeeding Business Day for purposes of calculating any interest payable in respect thereof. All computations of interest hereunder shall be made on the basis of a year of 365 days or 366 days, as applicable, for the actual number of days elapsed (including the first day but excluding the last day) and all computations of fees hereunder and under the Fee Letter shal l be made on the basis of a year of 360 days for the actual number of days elapsed (including the first day but excluding the last day).

Section 2.10 Payment on Non- Business Days . Whenever any payment to be made hereunder, under the Fee Letter or under the Revolving Note or the Term Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest due hereunder.

Section 2.11 Book Entries. The Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Commission resulting from Advances and Term Loans and the amounts of principal payable and paid from time to time hereunder and the amounts of principal and interest payable to the Bank hereunder and under the Revolving Note and the Term Note. The failure to record any such amount shall not, however, limit or otherwise affect the obligations of the Commission hereunder to repay all amounts owed hereunder, together with all interest accrued thereon as provided herein.

Section 2.12 Taxes.
(a) To the extent permitted by law, any and all payments by the Commission hereunder, under the Fee Letter or under the Revolving Note or the Term Not e shall be made, in accordance with Section 2.9, free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the overall net incom e of the Bank or any Participant (and franchise taxes imposed in lieu of net income taxes) by the jurisdiction of the Bank’s or Participant’s applicable lending office or any political subdivision thereof (all such non- excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Commission shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Fee Letter or under the Revolving Note or the Term Note, then, to the extent permitted by law, (i) the sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including those applicable to additional sums payable under this Section 2.12) the Bank or Participant receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii) the Commission shall make such withholdings or deductions and (iii) the Commission shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.

Notwithstanding anything to the contrary contained herein, the Commission shall not be required to pay any additional amount in respect of withholding of United States Federal income taxes pursuant to this Section to the extent such withholding is required because the Bank or Participant has failed to submit any form or certificate that it is entitled to submit under applicable law to qualify for an ex emption from such withholding. If the Commission shall make any payment pursuant this Section 2.12 to or for the benefit of the Bank with respect to Taxes and if the Bank 4861-4697-3880.8

25 shall claim any credit or deduction for such Taxes against any other taxes payable by the Bank to any taxing jurisdiction in the United States then the Bank shall pay to the Commission an amount equal to the amount by which such other taxes are actually reduced; provided that the aggregate amount payable by the Bank pursuant to this sentence shall not exceed the aggregate amount previously paid by the Commission with respect to such Taxes. (b) In addition, to the extent permitted by law, the Commission agrees to pay any present or future stamp or documentary taxes, charges or similar levies that arise under the laws of the United States of America, the State of New York, the State or any other taxing jurisdiction from any payment made or received hereunder, under the Fee Letter or received under the Revolving Note or the Term Note or from th e execution or delivery or otherwise with respect to this Agreement, the Revolving Note or the Term Note (hereinafter referred to as “Other Taxes”). (c) Payments by the Commission pursuant to this Section 2.12 shall be made within thirty (30) days from the date the Bank makes written demand therefor which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof, which shall be correct absent manifest error.
(d) Within thirty (30) days after the date of any payment of Taxes by the Commission, the Commission shall furnish to the Bank, at its address referred to in Section 9.9 hereof, the original or a certified copy of a receipt evidencing payment thereof. The Commission shall compensate the Bank or Participant for all losses and expenses sustained by the Bank or Participant as a result of any failure by the Commission to so furnish such copy of such receipt; provided, that the Commission shall not be obligated to pay the Bank for any losses or expenses relating to Taxes or Other Taxes arising from the Bank’s or any Participant’s gross negligence or willful misconduct. (e) Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and obligations contained in this Section 2.12 shall survive the payment in full of principal and interest payable to the Bank hereunder and under the Revolving Note and the Term Note.
(b) Notwithstanding the foregoing, the amount that any Participant shall be entitled to receive under this Section 2.12 shall in no event exceed the amount that the Bank would have been entitled to receive under this Section 2.12 had such Participant’s funding obligations been direct obligations of the Bank.

Section 2.13 Subordinated Wastewater Bonds No-Issuance Notice. (a) Issuance of Subordinated Wastewater Bonds. In the case the Commission issues any Subordinated Wastewater Bonds, the Bank may by written notice to the Commission and the Issuing and Paying Agent (a “Subordinated Bonds No- Issuance Notice”) in substantially the form of Exhibit H-2 hereto declare the Commitment to be reduced to the principal amount of Subseries A-6 Notes or Subseries A -6-T Notes then outstanding and to be permanently reduced further on the maturity date of each such Subseries A-6 Note or Subseries A-6-T Note by an amount equal to the principal amount of such Subseries A -6 Note or Subseries A -6-T Note with the Commitment to be terminated upon the last maturity date applicable to all such Subseries A -6 4861-4697-3880.8

26 Notes or Subseries A-6-T Notes. Following receipt of a Subordinated Bonds No-Issuance Notice, the Commission shall not issue any additional Subseries A-6 Notes or Subseries A-6-T Notes. (b) Timing of Subordinated Bonds No-Issuance Notice. A Subordinated Bonds No-Issuance Notice that is received by the Commission at or before 3: 00 p.m. (New York City time) shall be effective when received. A Subordinated Bonds No-Issuance Notice that is received by the Commission after 3:00 p.m. (New York City time) shall not be effective until the opening of business on the next succeeding Business Day.
(c) Copies of Notices. Concurrently with the occurrence of a Subordinated Bonds No-Issuance Notice pursuant to clause (a) of this Section 2.13, the Commission shall give notice to the Issuing and Paying Agent and the Dealers.

In addition, concurrently with giving such notice to the Commission and the Issuing and Paying Agent, the Bank shall provide a copy thereof to the Dealers at their respective addresses referred to in Section 9.9; provided, however, that the Bank shall not incur any liability as a result of its failure to provide a copy of such a notice in accordance with this sentence.

ARTICLE III

CONDITIONS PRECEDENT
Section 3.1 Conditions Precedent to Effectiveness . This Agreement shall become effective on the date (the “Effective Date”) that each of the following cond itions precedent has been fulfilled to the satisfaction of the Bank and counsel to the Bank (such date being hereby designated as ______, 2024):
(a) Opinions. The Bank shall have received (i) an opinion of the City Attorney of the City dated the Effective Date and addressed to the Bank (or on which the Bank may rely) to the effect that (A) the Commission is duly organized and validly existing as a commission of the City pursuant to the Charter with full legal power and authority to execute this Agreement, the Fee Letter and the other Basic Commission Documents to which it is a party and to issue the Commercial Paper Notes; (B) this Agreement, the Fee Letter and the other Basic Commission Documents to which it is a party are valid and binding agreements of the Commission enforceable against the Commission in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights, to general principles of equity and to limitations on remedies against public agencies; (C) no authorization, approval, consent or order of any agency or body having jurisdiction over the Commission is required which has not been obtained; (D) the issuance of the Commercial Paper Notes and the execution, delivery and performance of th is Agreement, the Fee Letter and the other Basic Commission Documents to which it is a party do not conflict with any material law or agreements to which the Commission is a party, or cause a default under any material documents to which the Commission is a party; and (E) no litigation is pending or threatened against the Commission threatening its existence or power, the ability to issue the Commercial Paper Notes or to enter into and perform its obligations under this Agreement, the Fee Letter and the other Basic Commission Documents to which it is a party, or in which a final adverse decision could materially adversely affect the business, operations or financial condition of the Commission, each such opinion (or, in lieu thereof, a reliance letter) to be addressed to the Bank, dated the Effective Date and in form and substance satisfactory to the 4861-4697-3880.8

27 Bank; (ii) (A) an opinion of the Bond Counsel dated the Effective Date and addressed to the Bank (or on which the Bank may rely) to the effect that (1) the Commission is duly organized and validly existing as a commission of the City pursuant to the Charter with full legal power and authority to execute this Agreement, the Fee Letter and the other Basic Commission Documents and to issue the Commercial Paper Notes, the Revolving Note and the Term Note; and (2) this Agreement, the Fee Letter and the other Basic Commission Documents are valid and binding agreements of the Commission enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights, to general principles of equity and to limitations on remedies against public agencies and (B) a no adverse effect opinion rendered by Bond Counsel addressed to the Bank or a reliance letter addressed to the Bank with respect to such opinion to the effect that the substitution of an Alternate Facility will not, in and of itself, adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Commercial Paper Notes or for State of California income tax purposes and (iii) a legal opinion from Nixon Peabody LLP, special counsel to the Bank, addressed to the Bank, dated the Effective Date and in form and substance satisfactory to the Bank. (b) Documents. The Bank shall have received executed copies of this Agreement, the Fee Letter, the City Legislation, the Authorizing Resolution, the Resolutions, the Issuing and Paying Agent Agreement, the Dealer Agreements, and the original Revolving Note and the Term Note, including all amendments and supplements, if any, to the foregoing, certified by the Secretary of the Commission, the Clerk of the Board or any Authorized Representative, as applicable, as being in full force and effect on and as of the Effective Date. (c) Defaults; Representations and Warranties. On and as of the Effective Date hereof, (i) no Default or Event of Default hereunder and no default or event of default under any of the other Basic Documents shall have occurred and be continuing or would occur upon the making of any Advance or Term Loan and (ii) the representations of the Commission set forth in Article VI hereof and in each of the other Basic Documents shall be true and correct in all material respects on and as of the Effective Date with the same force and effect as if made on and as of such date.
(d) No Litigation. No action, suit, investigation or proceeding shall be pending or, to the knowledge of the Commission, threatened (i) in connection with the Commercial Paper Notes, the other Basic Documents, the Fee Letter or this Agreement or any transactions contemplated thereby or hereby or (ii) against or affecting the Commission, the result of which could have a material adverse effect on the business, properties, operations or condition (financial or otherwise) of the Commission or its ability to perform its obligations hereunder or under the Commercial Paper Notes or the other Basic Documents or hereunder. (e) No Material Adverse Change. The Bank shall have received the most recent audited financial statements o f the Commission and, since the date of such financial statements, (i) no material adverse change shall have occurred in the status of the business, properties, operations or condition (financial or otherwise) of the Commission or its ability to perform it s obligations hereunder or under the Commercial Paper Notes, this Agreement, the Fee Letter or the other Basic Documents and (ii) no law, regulation, ruling or other action (or interpretation or administration thereof) of the United States, the State of California or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be 4861-4697-3880.8

28 to prevent the Bank from fulfilling its obligations hereunder or under the Commercial Paper Notes, this Agreement, the Fee Letter or the other Basic Documents. (f) Certificate. The Bank shall have received (i) certified copies of all proceedings of the Commission authorizing the execution, delivery and performance of this Agreement, the Fee Letter, the Revolving Note, the Term Note and the other Basic Commission Documents and the transactions contemplated hereby and thereby, (ii) certified copies of the City Legislation and (iii) a certificate or certificates of one or more Authorized Representatives dated the Effective Date certifying to the accuracy of the statements made in Section 3.1(c), (d) and (e) hereof and further certifying the name, incumbency and signature of each individual authorized to sign this Agreement, the Fee Letter, the Revolving Note, the Term Note, th e other Basic Commission Documents to which the Commission is a party and the other documents or certificates to be delivered by the Commission pursuant hereto or thereto, on which the Bank may conclusively rely until a revised certificate is similarly delivered and that the conditions precedent set forth in this Section 3.1 have been satisfied.
(g) Payment of Fees. The Bank shall have received all fees and expenses due and payable to the Bank or its legal counsel pursuant to the Fee Letter shall be paid or alt ernative arrangements satisfactory therefor have been made with the Bank. (h) Financial Statements. The Bank shall have received the audited financial statements of the Commission for the Fiscal Year ended June 30, 2022, and internally prepared quarterly budget reports of the Commission for the most recent fiscal quarter end, and a copy of the current quarterly budgeting status report, if not previously provided. (i) Investment Policy and Guidelines. The Bank shall have received a copy of the current Investment Policy and Guidelines and other permitted investments, certified as of a recent date by an Authorized Representative, which shall be satisfactory to the Bank. (j) Swap Policy and Guidelines. The Bank shall have received a copy of the current Swap Policy and Guidelines and other permitted investments, certified as of a recent date by an Authorized Representative, which shall be satisfactory to the Bank. (k) Offering Memorandum. The Bank shall have received a copy of the Offering Memorandum.
(l) CUSIP and Rating for Revolving Note and Term Note. The Bank shall have received written confirmation that (a) a CUSIP number has been obtained from Standard and Poor’s CUSIP Services for each of the Revolving Note and the Term Note and (b) each of the Revolving Note and the Term Note (and their related CUSIP numbers) have been assigned a long- term rating of at least investment grade from any Rating Agency. (m) Subseries A-6 Notes or Subseries A-6-T Notes Rating. The Bank shall have received written confirmation that the Subs eries A-6 Notes or Subseries A -6-T Notes have been rated “[P-1]” by Moody’s and “[A-1+]” by S&P and that the underlying long- term credit ratings assigned to the Commission’s unenhanced Senior Lien Wastewater Bonds are rated at least “AA” by S&P and “Aa2” by Moody’s .
4861-4697-3880.8

29 (n) Resolution Requirements. The Bank has received (i) a certification from an independent engineer that (A) the projects to be financed by indebtedness evidenced by such Commercial Paper Notes meet utility standards, and (B) estimated net revenue will be sufficient to meet operating, maintenance, debt service coverage and other indenture or resolution requirements, as described in Resolution No. 193- 17; and (ii) a certification from the San Francisco Planning Department that the facilities financed with such indebtedness will comply with applicable requirements of the California Environmental Quality Act, as described in Resolution No. 193-17.
(o) Other Matters. The Bank shall have received such other statements, certificates, agreements, documents and information with respect to the Commission and matters contemplated by this Agreement as the Bank may request.

In addition, (A) the Bank shall have made a reasonable determination that, as of the Effective Date, no law, regulation, ruling or other action of the United States of America, the State of New York, the State or any other Governmental Authority or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Commission, the Issuing and Paying Agent, the Dealers or the Bank from fulfilling their respective obligations under this Agreement and the Basic Documents and (B) no material adverse change in the financial condition of the Commission or in the laws, rules, guidelines, or regulations (or their interpretation or administration) currently in effect and applicable to the parties hereto, the Commission and the transactions contemplated hereby, as reasonably determined by the Bank, shall have occurred. The execution and delivery of this Agreement by the Bank shall signify its having made such determination.

Section 3.2 Conditions Precedent to Each Advance. The obligation of the Bank to make an Advance on any date is subject to the conditions precedent that on the date of such Adva nce (a) the Bank shall have timely received a properly completed Request for Advance and (b) no Immediate Termination Event shall have occurred and no Suspension Event shall have occurred and be continuing. Unless the Commission shall have otherwise previously advised the Bank in writing, delivery to the Bank of a Request for Advance shall be deemed to constitute a representation and warranty by the Commission that, on the date of such Advance, no Immediate Termination Event shall have occurred and no Suspe nsion Event shall have occurred and be continuing.

Section 3.3 Conditions Precedent to Each Term Loan. The obligation of the Bank to make a Term Loan on its Term Loan Date is subject to the fulfillment of the following conditions precedent to the satisfaction of the Bank:
(a) No Alternate Facility. There shall not have been delivered to the Commission any Alternate Facility in replacement of this Agreement. (b) Notice of Loan. The Bank shall have received from the Commission a properly presented and conforming written notice of loan requesting that the Bank make such Term Loan, which shall be dated and received by the Bank from the Commission not less than five (5) Business Days prior to the proposed Term Loan Date.
4861-4697-3880.8

30 (c) No Immediate Termination Event, Suspension Event, Default or Event of Default. No Immediate Termination Event, Suspension Event, Default or Event of Default shall have occurred and be continuing and the making of the Term Loan shall not result in an Immediate Termination Event, Suspension Event, Default or Event of Default and the representations and warranties of the Commission herein shall be true and correct as if made on the Term Loan Date. (d) Receipt of Certificate. The Bank shall have received on or before each Term Loan Date a certificate of an Authorized Representative dated such Term Loan Date as to compliance with clauses (a) and (c) of this Section 3.3 to be substantially in the form of Exhibit I hereto.

ARTICLE IV
FEES
The Commission shall pay to the Bank the fees (including, without limitation, the Facility Fee), costs, expenses and other amounts described in the Fee Letter at the times specified in the Fee Letter, which is hereby incorporated by reference. All references to amounts due hereunder or under this Agreement will be deemed to include all amounts and obligat ions (including, without limitation, fees and expenses) due under the Fee Letter. All fees paid under this Agreement and the Fee Letter will be fully earned when due and nonrefundable when paid.

ARTICLE V

OBLIGATIONS ABSOLUTE
Subject to Section 2.8 hereof, the obligations of the Commission to pay the Subseries A-6 Notes or Subseries A -6-T Notes, the Revolving Note and the Term Note and amounts payable hereunder and under the Fee Letter shall be unconditional and irrevocable, and shall survive the termination of this Agreement and shall be paid and performed strictly in accordance with the terms of this Agreement, the Fee Letter and such instruments (as the case may be) under all circumstances, including, without limitation, the following circumstances:
(a) any lack of validity or enforceability of this Agreement, the Fee Letter, the Commercial Paper Notes or any of the Basic Documents;
(b) any amendment or waiver of or any consent to departure from the terms of this Agreement, the Fee Letter, the Commercial Paper Notes or any of the Basic Documents; (c) the existence of any claim, set -off, defense or other right which the Commission or any other person may have at any time against the Issuing and Paying Agent, the Bank or any Participant or any other person or entity, whether in connection with this Agreement, the Fee Letter, the other Basic Documents or the transactions contemplated hereby or thereby or any unrelated transaction;
(d) any demand, statement or any other document presented under this Agreement proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
4861-4697-3880.8

31 (e) any non-application or misapplication by the Issuing and Paying Agent, or otherwise of the proceeds of any Advance;
(f) payment by the Bank hereunder to the person entitled thereto against presentation of a Request for Advance which does not comply with the terms hereof; (g) the surrender or impairment of security for the performance or observance of any of the terms of this Agreement or any Basic Document; and (h) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES
In order to induce the Bank to enter into and perform this Agreement, the Commission hereby represents and warrants to the Bank, which representations and warranties shall be deemed to be repeated on and as of the date of each Advance and Term Loan, as follows:

Section 6.1 Organization, Powers, Etc. The Commission (a) is a commission of the City and County of San Francisco organized and existing under the Charter and (b) has the full legal right, power and authority to (i) issue and sell the Commercial Paper Notes in accordance with the Issuing and Paying Agent Agreement; (ii) to control its properties and to carry on its business as now conducted and as contemplated to be conducted in connection with the issuance of the Commercial Paper Notes, and the execution, delivery and performance of its obligations under this Agreement, the Fee Letter, the Revolving Note, the Term Note and the other Basic Documents to which it is a party, (iii) execute, deliver and perform its obligations under this Agreement, the Revolving Note, the Term Note, the Fee Letter and the other Basic Documents to which it is a party, and (iv) to provide for the security of the Commercial Paper Notes, the Revolving Note and the Term Note pursuant to the Charter and the Resolutions; and (c) has complied in all material respects with all Legal Requirements in all matters related to such actions of the Commission as are contemplated by this Agreement, the Revolving Note, the Term Note, the Fee Letter and the other Basic Documents to which it is a party.

Section 6.2 Authorization, Absence of Conflicts, Etc . The issuance of the Commercial Paper Notes and the execution, delive ry and performance by the Commission of this Agreement, the Revolving Note, the Term Note, the Fee Letter and the other Basic Documents to which it is a party (a) have been duly authorized by all necessary action on the part of the Commission, (b) do not and will not conflict with, or result in a violation of, any Legal Requirements, including the Charter, or any order, writ, rule or regulation of any court or governmental agency or instrumentality binding upon or applicable to the Commission which violation would result in a material adverse impact on the Commission and (c) do not and will not conflict with, result in a violation of, or constitute a default under, any resolution, agreement or instrument to which the Commission is a party or by which the Commission or any of its property is bound.

Section 6.3 Binding Obligations; Security for Revolving Note and Term Note. 4861-4697-3880.8

32 (a) This Agreement, the Fee Letter, the Revolving Note, the Term Note and each of the other Basic Documents to which the Commission is a party, when execut ed by the parties hereto and thereto, will be, valid and binding obligations of the Commission (assuming due authorization and execution by the other parties thereto) enforceable against the Commission in accordance with their respective terms, except to the extent, if any, that the enforceability thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of the State or Federal government affecting the enforcement of creditors’ rights heretofore or hereafter enacted, (ii) the fact that enforcement may also be subject to the exercise of judicial discretion in appropriate cases and (iii) the limitations on legal remedies against public agencies of the State, if any.
(b) The obligations hereunder, under the Fee Letter and under the Revolving Note and the Term Note are obligations secured by a first Lien on, and payable from, the Pledged Revenues, equally and ratably with any other series of Commercial Paper Notes, any other series or commercial paper notes secured by and payable from Pledged Revenues and any obligations under any credit or liquidity facility secured by and payable from Pledged Revenues supporting such other series of commercial paper notes secured by and payable from Pledged Revenues. (c) There is no pledge of or Lien on Wastewater Enterprise Revenues that ranks senior to the obligations hereunder, under the Fee Letter, the Revolving Note and the Term Note other than the Senior Lien Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture and the Subordinated Wastewater Bonds issued pursuant to the Subordinated Wastewater Bonds Indenture.
(d) The Subseries A-6 Notes or Subseries A -6-T Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Revolving Note and the Term Note are revenue obligations, and are not secured by the taxing power of the Commission and shall be payable as to both principal and interest from, and shall be secured by a pledge (which pledge shall be effected in the manner and to the ext ent hereinafter provided) of, the Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues constitute a trust fund for the security and payment of the interest on and principal of the Commercial Paper Notes, including the Subseries A-6 Notes or Subseries A -6-T Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Revolving Note and the Term Note and all Parity Debt secured by the Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues are hereby pledged to the payment of the Subseries A -6 Notes or Subseries A-6-T Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Revolving Note and the Term Note without priority or distinction of one over the other. The pledge of Available Wastewater Enterprise Revenues herein made shall be irrevocable until all of the Subseries A -6 Notes or Subseries A-6-T Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Revolving Note and the Term Note and any Parity Debt secured by Available Wastewater Enterprise Revenues have been paid and retired and any related obligations of the Commission under this Agreement have been satisfied. The Commission will not issue Debt secured by or payable from the Wastewater Enterprise Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Letter, the Revolving Note and the Term Note other than Senior Lien Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture and Subordinated Wastewater Bonds issued pursuant to the Subordinated Wastewater Bonds Indenture.
4861-4697-3880.8

33 (e) No Senior State Loan remains unpaid or is otherwise outstanding. (f) No Subordinated Wastewater Bonds have been issued or are otherwise outstanding and the Commission will not issue Subordinated Wastewater Bonds without giving the Bank reasonable prior notice of its intent to issue Subordinated Wastewater Bonds.

Section 6.4 Governmental Consent or Approval . No consent, approval, permit, authorization or order of, or registration or filing with, any court or government agency, authority or other instrumentality not already obtained, given or made is required on the part of the Commission for the execution, delivery and performance by the Commission of this Agr eement, the Revolving Note, the Term Note, the Fee Letter or any other Basic Document. All consents, approvals, permits, authorizations and orders of, and registrations and filings with, any court or governmental or public agency, authority or other instrumentality required for the issuance, sale, execution, delivery and performance of this Agreement, the Fee Letter, the Revolving Note, the Term Note or any other Basic Document, have been or will be obtained prior to the delivery thereof.

Section 6.5 Absence of Material Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, arbitrator, governmental or other board, body or official, pending or, to the best knowledge of the Commission, threatened against or affecting the Commission, questioning the validity or enforceability of the Charter, the Ordinance or the Resolutions, or any proceeding taken or to be taken by the Commission in connection with the execution, delivery and performance by the Commission of this Agreement, the Revolving Note, the Term Note, the Fee Letter, or any other Basic Document, or seeking to prohibit, restrain or enjoin the execution, delivery or performance by the Commission of any of the foregoing, or which, if adversely determined, could reasonably be expected to result in any material adverse change in the financial condition, operations or prospects of the Commission, or wherein an unfavorable decision, ruling or finding would in any way materially adversely affect the transactions contemplated by this Agreement or any of the other Basic Documents to which the Commission is a party.

Section 6.6 Financial Condition. The audited financial statements of the Commission, as at and for the period ended June 30, 2023 (the “2023 Audited Financial Statements”), and all other financial statements of the Commission furnished to the Bank were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and are subject to certification by independent certified public accountants of nationally recognized standing or by independent certified public accountants otherwise acceptable to the Bank. The 2023 Audited Financial Statements were prepared by KPMG LLP. The data on which such financial statements and budget reports are bas ed were true and correct. The audited financial statements of the Commission for fiscal year 2024 will be prepared by [KPMG LLP] or similar qualified independent auditing firm. The 2023 Audited Financial Statements and the budget reports present fairly the financial position of the Commission as of the date they purport to represent and the revenues, expenses and changes in fund balances and in financial position for the periods then ended. Since June 30, 2023, no material adverse change has occurred in the business, operations or condition (financial or otherwise) of the Commission, except as disclosed in writing to the Bank prior to the Effective Date, or otherwise disclosed in the Offering Memorandum. 4861-4697-3880.8

34 Section 6.7 Incorporation of Representations and Warranties. The representations and warranties of the Commission set forth in the Basic Documents to which it is a party are true and accurate in all material respects on the Effective Date, as fully as though made on the Effective Date. The Commission makes, as of the Effective Date, each of such representations and warranties to, and for the benefit of, the Bank, as if the same were set forth at length herein together with all applicable definitions thereto. No amendment, modification or termination of any such representations, warranties or definitions contained in the Basic Documents to which the Commission is a party shall be effective to amend, modify or terminate the representations, warranties and definitions incorporated herein by this reference, without the prior written consent of the Bank.

Section 6.8 Accuracy and Completeness of Information. The Basic Documents and all certificates, financial statements, documents and other written information furnished to the Bank or on behalf of the Commission on or prior to the Effective Date in connection with the transactions contemplated hereby were, as of their respective dates, complete and correct in all material respects to the extent necessary to give the Bank true and accurate knowledge of the subject matter thereof and did not contain any untrue statement of a material fact. To the best knowledge of the Commission, the Offering Memorandum does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light o f the circumstances under which they were made, not misleading; provided, that no representation is made with respect to information included in the Offering Memorandum concerning (i) the Bank, furnished in writing by the Bank expressly for inclusion therein, or (ii) DTC, furnished in writing by DTC expressly for inclusion therein.

Section 6.9 No Default.
(a) No Default or Event of Default under this Agreement has occurred and is continuing that is or would, with the passage of time or the giving of notice, or both, consti tute a default by the Commission in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Basic Document. (b) No “event of default” shall have occurred and be continuing under any other material mortgage, indenture, contract, agreement or undertaking to which the Commission is a party or which purports to be binding on the Commission or on any of its property.

Section 6.10 No Proposed Legal Changes. There is no amendment or, to the knowledge of the Commission, propose d amendment to the Constitution of the State, any State law or the Charter or any administrative interpretation of the Constitution of the State, any State law, or the Charter, or any judicial decision interpreting any of the foregoing, the effect of which could reasonably be expected to have a material adverse effect on the Commission’s obligations under this Agreement, the Fee Letter, the Revolving Note, the Term Note or the any of the other Basic Documents to which it is a party or the ability of the Com mission to perform its obligations in connection herewith or therewith. There is no public vote or referendum pending, proposed or concluded, the results of which could reasonably be expected result in a material adverse effect on the Commission’s obligations under this Agreement, the Fee Letter, the Revolving Note, the Term Note or the any of the other Basic Documents to which it is a party or the ability of the Commission to perform its obligations in connection herewith or therewith. 4861-4697-3880.8

35 Section 6.11 Compliance with Laws , Etc . The Commission is in compliance with the Investment Policy and Guidelines, the Swap Policy and Guidelines and all Legal Requirements applicable to it, non-compliance with which might have a material adverse effect on the security for the Subseries A-6 Notes or Subseries A-6-T Notes and the obligations under this Agreement, the Fee Letter, the Revolving Note or the Term Note and the validity and enforceability of this Agreement and the other Basic Documents to which it is a party. In addition, no bene fit plan maintained by the Commission for its employees is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, and the Commission is in compliance with all Legal Requirements in respect of each such benefit plan.

Section 6.12 Environmental Matters . In the ordinary course of its business, the Commission conducts an ongoing review of Environmental Laws on the business, operations and the condition of its property, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean - up or closure of properties presently or previously owned or operated, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or cha nge in the nature of operations conducted thereat and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of such review, the Commission does not believe that Environmental Laws are l ikely to have a material adverse effect on the ability of the Commission to make any payments in respect of the Subseries A-6 Notes or Subseries A -6-T Notes, the Revolving Note, the Term Note or any of its obligations hereunder or under the Fee Letter.

Section 6.13 Tax Status of Interest on Commercial Paper Notes . The Commission represents to the Bank that it has not taken any action, and knows of no action that any other Person has taken, which would cause interest on the Subseries A -6 Notes to be includable in the gross income of the recipients thereof for Federal income tax purposes or which would cause interest on the tax-exempt Commercial Paper Notes to be includable in the gross income of the recipients thereof for State of California income tax purposes.

Section 6.14 Issuing and Paying Agent; Dealers . The Commission represents that U.S.

Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) has been appointed the Issuing and Paying Agent for the Commercial Paper Notes.

Each Dealer is a duly appointed and acting dealer with respect to the Commercial Paper Notes under its Dealer Agreement and the Resolutions.

Section 6.15 Regulation U. The Commission is not engaged in the business of extending credit for the purpose of purchasing or carrying margi n stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System); and no proceeds of the Subseries A-6 Notes or Subseries A -6-T Notes, the Advances or the Term Loans will be used to extend credit to others for the purpose of purchasing or carrying any margin stock.

Section 6.16 ERISA. The Commission does not maintain or contribute to, and has not maintained or contributed to, any Employee Plan that is subject to Title IV of ERISA. 4861-4697-3880.8

36 Section 6.17 Liens. Both this Agreement and the Issuing and Paying Agent Agreement create a valid Lien on and pledge of the Pledged Revenues, subject only to the provisions of the Issuing and Paying Agent Agreement permitting the application thereof for purposes and on the terms and conditions set forth therein, the moneys and other property described in Article VI thereof to provide security for the payment of the principal of and interest on the Subseries A -6 Notes or Subseries A-6-T Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Revolving Note and the Term Note, and no filings, recordings, registrations or other actions are necessary to create or perfect such lien.

Section 6.18 Sovereign Immunity. The Commission is not entitled to immunity from legal proceedings to enforce thi s Agreement, the Fee Letter, the Revolving Note, the Term Note, the Subseries A-6 Notes, the Subseries A-6-T Notes or any other Basic Document (including, without limitation, immunity from service of process or immunity from jurisdiction of any court otherwise having jurisdiction) and is subject to claims and suits for damages in connection with its obligations under this Agreement, the Fee Letter, the Revolving Note, the Term Note, the Subseries A-6 Notes, the Subseries A-6-T Notes or any other Basic Document.

Section 6.19 City Business Days. Attached to this Agreement as Exhibit F is a complete and accurate list of the days that are legal holidays of the City for 2024, as well as any other day the City is authorized by law to be closed for official business during 2024.

Section 6.20 Usury. The terms of this Agreement and the Basic Documents, to which the Commission is a party, regarding the calculation and payment of interest and fees do not violate any applicable usury laws.

Section 6.21 Insurance. As of the Effective Date, the Commission maint ains such insurance, including self-insurance, as is required by Section 7.1(1) hereof.

Section 6.22 Anti-Corruption Laws and Sanctions . The Commission has implemented and maintains in effect policies and procedures designed to ensure compliance by the Commission and i ts directors, officers, employees and agents with Anti -Corruption Laws and applicable Sanctions, and the Commission and its officers and employees and to the knowledge of the Commission its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Commission or to the knowledge of the Commission any of its directors, officers or employees, or (b) to the knowledge of the Commission, any of its agents or any subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

Section 6.23 Swap Contracts. The Commission has not entered into any Swap Contract secured by Wastewater Enterprise Revenues (a) wherein any termination payment thereunder is senior to or on a parity with the payment of the Series A -6 Notes or the obligations or (b) which requires the Commission to post cash collateral to secure its obligations thereunder. 4861-4697-3880.8

37 ARTICLE VII

COVENANTS
Section 7.1 Affirmative Covenants. As long as this Agreement is in effect, and until all amounts payable hereunder, the Fee Letter, the Revolving Note and the Term Note are indefeasibly paid in full, the Commission will perform and observe the covenants set forth below:
(a) Accounting and Reports. The Commission will maintain a standard system of accounting in accordance with GAAP consistently applied and furnish to the Bank:
(i) (i) as soon as practicable and, in any event, within two-hundred forty (240) days after the end of each Fiscal Year of the Commission and in any event no later than March 31 following the end of each Fiscal Year of the Commission, a balance sh eet of the Commission as at the end of such Fiscal Year and statements of income, changes in fund balances and cash flows for the Fiscal Year then ended, all in reasonable detail prepared in accordance with GAAP consistently applied, accompanied by (A) a r eport and opinion of the Commission’s independent accountants (who shall be of nationally recognized standing or an independent certified public accountant otherwise acceptable to the Bank) which report and opinion shall have been prepared in accordance wi th generally accepted auditing standards; and (B) a compliance certificate, substantially in the form of Exhibit L hereto, signed by an Authorized Representative stating that no Event of Default or Default has occurred, or if such Event of Default or Default has occurred, specifying the nature of such Event of Default or Default, the period of its existence, the nature and status thereof and any remedial steps taken or proposed to correct such Event of Default or Default;
(ii) as soon as practicable but, in any event, within ten (10) days after the issuance thereof, copies of any prospectus, official statement, offering circular, placement memorandum or similar document, and any supplements thereto and updates and amendments thereof (including any filings made pursuant to Rule 15c2-12 under the Securities Act of 1933, as amended), that the Commission makes available in connection with the offering for sale of any bonds or notes of which it is the issuer and copies of any other financial reports or other written information distributed generally to holders of bonds or notes issued by the Commission; (iii) within ten (10) days after the publication thereof, a copy of its Annual Budget for the next Fiscal Year and such additional period as may be covered by such Budget, which Budget shall include all obligations due hereunder, under the Fee Letter and in connection with the Commercial Paper Notes, the Revolving Note and the Term Note; and (iv) with reasonable promptness, such other data regarding the financial position or business of the Commission or its property as the Bank may reasonably request from time to time.

As and to the extent that any financial statement, audit report or other filing described in Section 7.1(a) hereof has been filed in accordance with the terms thereof with any nationally recognized municipal securities information repository and with the Municipal Securities Rulemaking Board, or posted to the Commission’s website, as appropriate, and the Commission 4861-4697-3880.8

38 has provided written notice thereof to the Bank or not ice is otherwise provided to the Bank, the requirements of Section 7.1(a) hereof with respect thereto shall be deemed satisfied. (b) Access to Records. At any reasonable time and from time to time, during normal business hours and, unless and until an Immediat e Termination Event, Suspension Event or Event of Default has occurred, on at least five Business Days’ notice , the Commission will permit the Bank or any of its agents or representatives to visit and inspect any of the properties of the Commission and the other assets of the Commission, to examine the books of account of the Commission (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Commission with, and to be advised as to the same by, its offic ers (except books and financial records the examination of which by the Bank is prohibited by law or by attorney/client privilege), all at such reasonable times and intervals as the Bank may reasonably request.
(c) Compliance with Documents and Other Debt Documents; Operation and Maintenance of Wastewater Enterprise.
(i) The Commission will perform and comply with each covenant set forth in the Basic Documents and in any other authorizing document that shall be entered into by the Commission and created subsequent to the Effective Date with respect to the Commercial Paper Notes, the Senior Lien Wastewater Documents, the Subordinated Wastewater Bonds or any Parity Debt including, without limitation, each line of credit, letter of credit, bond insurance policy, surety bond or other form of credit or liquidity enhancement the Commission may provide in conjunction with the issuance of any Senior Lien Wastewater Bonds, Subordinated Wastewater Bonds and Parity Debt (the foregoing documents (exclusive of the Basic Documents ) being referred to herein as “Other Debt Documents”). By the terms of this Agreement, the Bank shall be a third party beneficiary of the covenants set forth in each of the Basic Documents, including each amendment and supplement to the foregoing, and in e ach Other Debt Document, and each such covenant, together with the related definitions of terms contained therein, is hereby incorporated by reference herein with the same effect as if it were set forth herein in its entirety. Except as otherwise set forth in paragraph (ii) below and in Section 7.2(a) hereof, the Commission will not amend, supplement or otherwise modify (or permit any of the foregoing), or request or agree to any consent or waiver under, or effect or permit the cancellation, acceleration or termination of, or release or permit the release of any collateral held under any of the Basic Documents or any Other Debt Document in any manner without the prior written consent of the Bank, and the Commission will take, or cause to be taken, all such a ctions as may be reasonably requested by the Bank to strictly enforce the obligations of the other parties to any of the Basic Documents and any Other Debt Documents, as well as each of the covenants set forth therein. The Commission shall give prior written notice to the Bank of any action referred to in this subparagraph (i). (ii) The Commission covenants that it will maintain and preserve the Wastewater Enterprise in good repair and working order at all times from the Wastewater Enterprise Revenues, available for such purposes, in conformity with standards customarily followed for municipal sanitary waste and storm water collection, treatment and disposal systems of like size and character. The Commission will from time to time make all necessary and proper repairs, renewals, replacements and substitutions to the properties of the Wastewater Enterprise, so that at all times business carried on in connection with the Wastewater Enterprise shall and can 4861-4697-3880.8

39 be properly and advantageously conducted in an efficient manner and at reasonable cost, and will operate the Wastewater Enterprise in an efficient and economical manner and shall not commit or allow any waste with respect to the Wastewater Enterprise. (d) Defaults. The Commission shall notify the Bank of any Default or Event of Default of which the Commission has knowledge, as soon as possible and, in any event, within five (5) Business Days of acquiring knowledge thereof, setting forth the details of such Default or Event of Default and the action which the Commission has taken and proposes to take with respect thereto.
(e) Compliance with Laws . The Commission shall comply in all material respects with all Legal Requirements binding upon or applicable to the Commission (including Environmental Laws) and material to this Agreement, the Fee Letter, the Revolving Note, the Term Note or any other Basic Documents.
(f) Commercial Paper Notes . No Commercial Paper Note issued pursuant to the Resolutions shall have a maturity of greater than two hundred seventy (270) days from the date of issuance.
(g) Use of Proceeds of the Commercial Paper Notes. The Commission shall use the proceeds derived from the sale of the Commercial Paper Notes only for the purposes set forth in the Resolutions and for such other purpose or purposes as may be approved by the Bank. In addition, the Commission will not use, nor permit the use of, the proceeds of the Commercial Paper Notes, Advances or Term Loans to be applied in violation of Regulation U issued by the Board of Governors of the Federal Reserve System.
(h) Litigation Notice. The Commission shall promptly give notice to the Bank of any action, suit or proceeding actually known to it at law or in equity or by or before any court, governmental instrumentality or other agency which, if adversely determined, would materially impair the ability of the Commission to perform its obligations under the Commercial Paper Notes, the Revolving Note, the Term Note, this Agreement, the Fee Letter or the other Basic Documents. (i) Investment Policy and Guidelines . The Commission shall promptly notify the Bank in writing, not less than thirty (30) days after the Commission’s formal consideration thereof, of any change proposed to the Investment Policy and Guidelines, which proposed change would increase the types of inve stments permitted thereby as of the Effective Date; and which notice shall also confirm compliance with State law.
(j) Further Assurances. The Commission shall execute, acknowledge where appropriate, and deliver, and cause to be executed, acknowledged where appropriate, and delivered, from time to time promptly at the request of the Bank, all such instruments and documents as are usual and customary or advisable to carry out the intent and purpose of this Agreement, the Revolving Note, the Term Note and the Basic Documents. (k) Notices. The Commission will promptly furnish, or cause to be furnished, to the Bank (i) notice of the occurrence of any “event of default” under the Issuing and Paying Agent Agreement, any other Basic Document or any Senior Debt or any other document pursuant to which Wastewater Enterprise Debt is issued, incurred, enhanced or purchased, (ii) notice of the 4861-4697-3880.8

40 failure by any Dealer or the Issuing and the Paying Agent to perform any of their respective obligations under the applicable Dealer Agreement or the Issuing and Paying Agent Agreement, as applicable, (iii) copies of any communications received from any taxing authority, securities regulatory authority or Rating Agency with respect to the Commercial Paper Notes, any additional obligations, any Senior Debt, any Parity Debt or the transactions contemplated hereby, which are not restricted or prohibited from being shared under the law or the direction of a court of competent jurisdiction or other Governmental Authority or, with respect to Rating Agency reports, confidential draft Rating Agency reports, (iv) notice of any proposed substitution of t his Agreement, (v) notice of any proposed amendment to the Issuing and Paying Agent Agreement or the Resolutions or any other Basic Document and copies of all such amendments promptly following the execution thereof and (vi) notice of the passage of any state or local ordinance, law or rule not of general applicability to all Persons of which the Commission has knowledge, which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under this Agreement or the other Basic Documents or which could be reasonably expected to result in a material adverse effect on the enforceability or validity of this Agreement or any of the other Basic Documents.
(l) Maintenance of Insurance. The Commission shall maintain, or cause to be maintained, at all times insurance on and with respect to its properties with responsible and reputable insurance companies; provided, however, that the Commission may maintain self - insurance on general liability, its properties not cove red by the Public Entity Property Insurance Program, worker’s compensation and vehicle liability and, with the consent of the Bank, such other self-insurance as it deems prudent. Such insurance shall include casualty, liability and workers’ compensation and be in amounts and with deductibles and exclusions customary and reasonable for governmental entities of similar size and with similar operations as the Commission. The Commission shall, upon request of the Bank, furnish evidence of such insurance to the Bank. The Commission shall also procure and maintain at all times adequate fidelity insurance or bonds on all officers and employees handling or responsible for any Wastewater Enterprise Revenues or funds of the Wastewater Enterprise, such insurance or bond to be in an aggregate amount at least equal to the maximum amount of such Wastewater Enterprise Revenues or funds at any one time in the custody of all such officers and employees or in the amount of one million dollars ($1,000,000), whichever is less. T he insurance described above may be provided as part of any comprehensive fidelity and other insurance and not separately for the Wastewater Enterprise. (m) Alternate Facility.
(i) The Commission agrees to use commercially reasonable efforts to obtain an Alternate Facility to replace this Agreement (or otherwise refinance the Subseries A -6 Notes and Subseries A -6-T Notes) in the event (A) the Bank shall decide not to extend the Commitment Expiration Date pursuant to Section 9.12(b) hereof, (B) an Event of Default has occurred and is continuing, (C) the Commission terminates the Commitment pursuant to Section

2.6 hereof or (D) the Bank declares all amounts due hereunder, the Fee Letter and under the Revolving Note and the Term Note shall immediately become due and payable. The Commission shall not cause an Alternate Facility to become effective with respect to less than all the Subseries A-6 Notes and Subseries A-6-T Notes without the prior written consent of the Bank. 4861-4697-3880.8

41 (ii) The Commission agrees that any termination of this Agreement as a result of the provision of any Alternate Facility will require, as a condition thereto, that the Commission provide funds on the date of such termination, which funds will be sufficient to pay all amounts due to the Bank hereunder and under the Fee Letter including, without limitation, the amounts due with respect to the Revolving Note and the Term Note together, in each case, with accrued but unpaid interest thereon. On the date of such termination, the Commission shall pay to the Bank an amount equal to the outstanding principal amount, together with any accrued but unpaid interest thereon, of any and all other obligations (other than Term Loans) due and owing hereunder and under the Fee Letter.
(n) Preservation of Security . The Commission sha ll take any and all actions necessary or reasonably requested by the Bank to maintain the security pledged in favor of the Revolving Note and the Term Note as described in Section 6.3 hereof. (o) City Business Days . During the term of this Agreement, upon lear ning of any change in the legal holidays of the City or the day or days that the City is authorized by law to be closed for official business, as initially listed on Exhibit F attached hereto, the Commission shall promptly send the Bank written notice of such change(s), in the form of an updated complete list, which shall replace Exhibit F attached hereto.
(p) Pledge of Available Revenues. The Series A-6 Notes and the obligations of the Commission under the Agreement, the Fee Letter, the Revolving Note and the Term Note are revenue obligations, and are not secured by the taxing power of the Commission and shall be payable as to both principal and interest from, and shall be secured by a pledge (which pledge shall be effected in the manner and to the extent herei nafter provided) of, the Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues constitute a trust fund for the security and payment of the interest on and principal of the Commercial Paper Notes, including the Series A-6 Notes and the obligations of the Commission under the Agreement, the Fee Letter, the Revolving Note and the Term Note and all Parity Debt secured by the Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues are hereby pledged to the payment of the Series A-6 Notes and the obligations of the Commission under the Agreement, the Fee Letter, the Revolving Note and the Term Note without priority or distinction of one over the other. The pledge of Available Wastewater Enterprise Revenues herein made shall be irrevocable until all of the Series A-6 Notes and the obligations of the Commission under the Agreement, the Fee Letter, the Revolving Note and the Term Note and any Parity Debt secured by Available Wastewater Enterprise Revenues have been paid and retired and any related obligations of the Commission under this Agreement have been satisfied. The Commission will not issue Debt secured by or payable from the Wastewater Enterprise Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Letter, the Revolving Note and the Term Note other than Senior Lien Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture and Subordinated Wastewater Bonds issued pursuant to the Subordinated Wastewa ter Bonds Indenture.
(q) Available Revenues . (i) (Wastewater Enterprise Debt). The Commission covenants to establish, maintain and collect rates and charges with respect to the Wastewater Enterprise sufficient (after giving effect to the expected receipt of refinancing proceeds from the sale of Commercial Paper Notes, Senior Lien Wastewater Bonds and Subordinated Wastewater 4861-4697-3880.8

42 Bonds) to pay the Commercial Paper Notes, the Revolving Note, the Term Note and all other obligations payable from Wastewater Enterprise Revenues. (i) (Senior Debt).
(A) To the fullest extent permitted by law, the Commission shall establish, fix and prescribe, prior to the commencement of each Fiscal Year, rates, fees and charges in connection with the sanitary waste and storm water collection, t reatment and disposal services and facilities furnished by the Enterprise so as to yield Revenues at least sufficient, after making reasonable allowances for contingencies and error in the estimates to pay the following amounts:
(1) The interest on and pri ncipal of the Bonds (as such term is defined in the Wastewater Bonds Indenture) as they become due and payable (but not including any interest moneys for the payment of which have been deposited in the Interest Fund from the proceeds of any series of Bonds or from any other source). (2) All other payments required for compliance with the terms of the Wastewater Bonds Indenture and of any Supplemental Indenture (as defined in the Wastewater Bonds Indenture) providing for the issuance of additional series of Bonds pursuant to Article III of the Wastewater Bonds Indenture.
(3) All other payments to meet any other obligations of the Commission which are charges, liens or encumbrances upon, or payable from, the Revenues. (4) All current Operation and Maintenance Costs of the
Enterprise (but not including such Operation and Maintenance Costs of the Enterprise as are scheduled to be paid by the Commission from moneys other than Revenues, such moneys to be clearly available for such purpose).
(B) In addition to the r equirements in subsection (A), to the fullest extent permitted by law, the Commission shall establish, fix and prescribe, prior to the commencement of each Fiscal Year, rates, fees and charges in connection with the sanitary waste and storm water collectio n, treatment and disposal services and facilities furnished by the Enterprise, which are reasonably expected to be at least sufficient to yield during such Fiscal Year Net Revenues (as such term is defined in the Wastewater Bonds Indenture) (together with any fund balances of the Commission, which are available for Debt Service, but excluding the Bond Reserve Fund) equal to 1.25 times Annual Debt Service payable in such Fiscal Year. (C) The Commission may make adjustments from time to time in such rates, fees and charges and may make such classification thereof as it deems necessary, but shall not reduce such rates, fees and charges below those then in effect unless the Revenues resulting after such reduced rates are put into effect will at all times be suff icient to meet the requirements of this Section.
(D) So long as the Commission has complied with its obligations set forth in clause (a) and clause (b) of this Section 6.13, the failure to yield the amount of Revenues as set forth in clause (a) of this Section 6.13, or the failure of Net Revenues to equal 1.25 times Annual Debt Service as set forth in clause (b) of this Section 6.13 at the end of a Fiscal Year, shall 4861-4697-3880.8

43 not constitute a default or an Event of Default hereunder so long as the Commission has complied with clause (a) and clause (b) of this Section 6.13 at the commencement of the succeeding Fiscal Year. [TO BE CONFIRMED AGAINST INDENTURE]
(r) Budget. The Commission shall include in each annual budget of the Commission all amounts reasonably anticipate d to be necessary to pay all obligations due to the Bank hereunder and under the Fee Letter (including, without limitation, the Revolving Note and the Term Note). If the amounts so budgeted are not adequate for the payment of the obligations due hereunder and under the Fee Letter and in connection with the Revolving Note and the Term Note, the Commission will take such action as may be necessary to cause such annual budget to be amended, corrected or augmented so as to include therein the amounts required t o be paid to the Bank during the course of the Fiscal Year to which such annual budget applies. (s) Payment of Taxes, Etc. The Commission will pay and discharge, or cause to be paid and discharged, all taxes, assessments and other governmental charges which may hereafter be lawfully imposed upon the Commission on account of the Wastewater Enterprise or any portion thereof and which, if unpaid, might impair the security of the Commercial Paper Notes, when the same shall become due, but nothing herein contained shall require the Commission to pay any such tax, assessment or charge so long as it shall in good faith contest the validity thereof. The Commission will duly observe and conform with all valid material requirements of any governmental authority relative to the Wastewater Enterprise or any part thereof. (t) Notice of Rating Change. The Commission shall use its best efforts to notify the Bank as soon as practicable of any suspension, reduction or withdrawal in the senior long-term rating of any debt or lease of the Commission secured by Wastewater Enterprise Revenues. (u) Issuing and Paying Agent and Dealer.
(i) The Commission shall at all times maintain a Dealer with respect to the Series A-6 Notes. The Commission shall use its best efforts at all times to enforce the Dealer Agreement. The Commission agrees to cause the Dealer to use its best efforts to sell the Series A- 6 Notes up to the maximum rate applicable to the Series A-6 Notes in order to repay maturing Series A-6 Notes. Each Dealer Agreement shall provide that the related Dealer may not resign until the earlier of (A) the appointment of a Dealer which is acceptable to the Bank and such Dealer’s acceptance of such appointment and (B) the date which is at least sixty (60) days following the receipt by the Commission, the Issuing and Paying Agent and the Bank of prior written notice of such resignation.
(ii) On and after the Effective Date, the Commission shall at all times maintain an Is suing and Paying Agent pursuant to the terms of the Issuing and Paying Agent Agreement. Any successor Issuing and Paying Agent (or any parent or affiliate of such Issuing and Paying Agent) shall have capital of not less than $500,000,000, and underlying ra tings from Moody’s, S&P and Fitch of at least “A3” (or its equivalent), “A-” (or its equivalent) and “A-” (or its equivalent), respectively (unless, in each instance, the Bank in its discretion provides in writing an exception for a particular Issuing and Paying Agent under specified circumstances). 4861-4697-3880.8

44 (iii) In no event shall the Commission permit any Dealer other than a Qualified Dealer to act as dealer for the Series A-6 Notes. In the event that any material adverse change shall have occurred in the status of the financial condition of any Qualified Dealer or its ability to perform its obligations under the dealer agreement to which it is a party, the Commission shall promptly disqualify, and if it desires replace, such Qualified Dealer and appoint another Qualified Dealer with respect to the Series A-6 Notes. If any Advance or Term Loan remains outstanding for a period of thirty (30) consecutive calendar days or any Dealer fails to perform its duties under the Dealer Agreement, at the written direction of the Bank, the Commission shall cause the related Dealer (that has been unable to sell rollover Series A-6 Notes or fails to perform its duties) to be replaced with a Dealer reasonably satisfactory to the Bank within ninety (90) calendar days of the receipt of such written direction; provided that so long as the remaining Dealer(s) for the Series A-6 Notes are satisfactory to the Bank, it shall be sufficient for the Commission only to remove the Dealer that has been unable to sell rollover Series A-6 Notes or fails to perform its duties. Any successor Dealer (or any parent or affiliate of such Dealer shall have capital of not less than $500,000,000, and underlying ratings from Moody’s, S&P and Fitch of at least “A3” (or its equivalent), “A-” (or its equivalent) and “A-” (or its equivalent), respectively (unless, in each instance, the Bank in its discretion provides in writing an exception for a particular Dealer under specified circumstances).
(v) Maintenance of Ratings on Notes . The Commission shall at all times (i) maintain at least one short term rating on the Subseries A -6 Notes and Subseries A-6-T Notes by either Moody’s or S&P, (ii) maintain at least two ratings on long term unenhanced debt rating on Senior Debt from the Rating Agencies and (iii) cause at least one of Moody’s or S&P to maintain a long-term rating on each of the Revolving Note and the Term Note. (w) Defeasance of Series A-6 Notes . In accordance with Section 9.05 of the Issuing and Paying Agent Agreement, Series A-6 Notes shall not be deemed to have been pa id in full, and the obligation of the Commission thereunder to have ceased, terminated and become void and completely discharged and satisfied, unless payment of the principal of, and interest on the Series A-6 Notes either (i) shall have been made or caused to be made in accordance with the terms of the Series A-6 Notes, Section 9.05 of the Issuing and Paying Agent Agreement and this Agreement or (ii) shall have been provided for by irrevocably depositing with the Issuing and Paying Agent in trust and irrevocably setting aside exclusively for such payment (A) moneys, or, if at least one day prior to the date of such deposit, there shall not have been delivered to the Commission and/or the Issuing and Paying Agent written evidence from each Rating Agency then maintaining a rating on the Series A-6 Notes, that such defeasance will not, in and of itself, result in any rating then assigned to the Series A-6 Notes being suspended, reduced or withdrawn, Available Moneys sufficient to make such payment and/or (B) noncallable obligations backed by the full faith and credit of the United States Government (“Government Obligations”) purchased with Available Moneys, in each case, in an amount sufficient, with reinvestment in Government Obligations, to pay when due the principal amount of the Series A-6 Notes, including accrued interest thereon; provided that if payment of the principal of, and interest on the Series A-6 Notes is paid pursuant to (i) above, the Issuing and Paying Agent shall have received (x) a verificati on report from an independent firm of nationally recognized certified public accountants addressed to the Commission and the Issuing and Paying Agent, acceptable in form and substance to the Commission and the Issuing and Paying Agent verifying the sufficiency of the escrow established to pay the Series A-6 Notes in full on the maturity date, and (y) an opinion of Bond Counsel 4861-4697-3880.8

45 addressed to the Commission and the Issuing and Paying Agent acceptable in form and substance to the Commission and the Issuing and Paying Agent to the effect that the Series A-6 Notes are no longer Outstanding under the Issuing and Paying Agent Agreement, a copy of which opinion shall be provided to any Rating Agency then rating the Series A-6 Notes.

Section 7.2 Negative Covenants. As long as thi s Agreement is in effect, and until all amounts payable hereunder, including under the Revolving Note and the Term Note, are indefeasibly paid in full, the Commission shall not, unless the Bank shall otherwise consent in writing:
(a) Amendments. Subject to Section 7.1(c) hereof, directly or indirectly amend, supplement or terminate any of the Basic Documents or the Wastewater Bonds Indenture, except that (i) the Commission may amend or modify, or permit to be amended or modified, any of the Basic Documents (as and to the extent the Commission’s participation is required for such purpose) in a manner (A) not relating to the duties, obligations or rights of the Bank, under this Agreement or (B) not having a material adverse effect on (x) the ability of the Commiss ion to pay when due the principal of or interest on the Subseries A¬6 Notes or Subseries A -6-T Notes and the obligations of the Commission under the Agreement, the Fee Letter, the Revolving Note and the Term Note or (y) the security, rights or remedies of the Bank hereunder or under any Basic Document, the Revolving Note or the Term Note, without the prior written consent of the Bank; and (ii) the Commission may amend the Offering Memorandum to update information relating to any entity described therein other than the Bank. The Commission agrees to deliver to the Bank copies of all such amendments, modification, supplements or other changes at least ten (10) Business Days prior to the effective date of any such amendment, modification, supplement. The Bank shall, within five (5) Business Days, inform the Commission in writing if, in its reasonable discretion, such amendments, modification, supplements or other change shall require the prior written consent of the Bank in accordance with this Section 7.2(a). Notwithstanding the foregoing, the Commission may perform ministerial duties, make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision as the Commission may deem necessary or desirable, in any case which do not materially adversely affect the security, rights or remedies of the Bank hereunder or under any Basic Document, the Revolving Note or the Term Note and, solely in connection with the issuance of additional Debt, issue D ebt in strict compliance with the terms of the governing documents related thereto without the Bank’s prior written consent.
(b) Merger, Disposition of Assets. Consolidate or merge with or into any person or sell, lease or otherwise transfer all or substantially all of its assets to any person. (c) Preservation of Corporate Existence, Etc . Take any action to terminate its existence as a body politic and corporate and a political subdivision of the State or its rights and privileges as such entity within the State.
(d) Total Outstanding. Permit the aggregate principal amount of all Subseries A-6 Notes and Subseries A -6-T Notes (including the Revolving Note and the Term Note) outstanding at any time to exceed $125,000,000 (except as provided in Section 7.2(f) hereof); or permit the aggregate principal amount of all Subseries A -6 Notes and Subseries A -6-T Notes 4861-4697-3880.8

46 (including the Revolving Note and the Term Note) outstanding at any time to exceed the Commitment at such time.
(e) Exempt Status. Take any action, omit to take any action or cause or permit another person to take any action or omit to take any action, which, if taken or omitted, would adversely affect the excludability of interest on the tax-exempt Commercial Paper Notes from the gross income of the holders thereof for purposes of Federal income taxation. (f) Issue Debt. Issue any Senior Debt or Parity Debt unless:
(i) such Senior Debt or Parity Debt will not exceed at any time any limitation set forth in the Constitution or other laws of the State, the Charter, the Resolutio ns, the City Legislation, the Wastewater Bonds Indenture or any supplement thereto, any other resolutions adopted by the Commission, or the Issuing and Paying Agent Agreement; (ii) any such Senior Debt (excluding Debt Service Reserve Debt) shall be issued in compliance with the Wastewater Bonds Indenture, provided, however, that any refunding Senior Debt shall be issued in compliance with the Wastewater Bonds Indenture and shall not be subject to the terms of this Section 7.2(f); (iii) in connection with the issuance of any additional Senior Debt, the Commission will provide certificates to the Bank evidencing compliance with the requirements set forth in the Wastewater Bonds Indenture, as applicable; provided, that the Bank has reviewed the forms of certificates and r eports of the Commission required under the Wastewater Bonds Indenture in connection with the issuance of such additional Senior Debt, copies of examples of which are attached hereto as Exhibit J, and has agreed that the delivery of a copy of such certificates and reports, substantially in the form attached hereto as Exhibit J shall be sufficient to satisfy the requirements of the Wastewater Bonds Indenture;
(iv) the issuance of Parity Debt will not result in the creation of a Lien on the Pledged Revenues or any of the funds and accounts pledged to secure the Subseries A -6 Notes and Subseries A -6-T Notes or the obligations under the Agreement, the Fee Letter, the Revolving Note and the Term Note pursuant to the Basic Documents that is senior to the Lien securing the Subseries A -6 Notes and Subseries A -6-T Notes or the obligations under the Agreement, the Fee Letter, the Revolving Note and the Term Note; and (v) any such Parity Debt shall be issued in compliance with Section 5.07 of the Issuing and Paying Agent Agreement;
(vi) in connection with the issuance of any additional Parity Debt, the Commission will provide the Bank certificates demonstrating compliance with the requirements set forth in Section 5.07 of the Issuing and Paying Agent Agreement; (vii) the Commission shall no t issue any additional Senior State Loans; and
(viii) no Default or Event of Default shall have occurred and be continuing hereunder as a result thereof.
4861-4697-3880.8

47 (g) Use of Bank’ s Name . The Commission shall not include in an offering document for the Commercial Paper Notes any information concerning the Bank (other than identifying the Bank as a party to this Agreement and as the provider of the liquidity facility for the Series A-6 Notes) that is not supplied in writing, or otherwise consented to in writing, by the Bank expressly for inclusion therein. Except as may be required by law (including, but limited to, federal and state securities laws), the Commission shall not use the Bank’s name in any published materials (other than the Commission’s staff reports, annual stateme nts, audited financial statements, rating agency presentations) without the prior written consent of the Bank (which consent shall not be unreasonably withheld); provided that, without the prior written consent of the Bank, the Commission may identify the Bank as a party to this Agreement and as the provider of the liquidity facility for the Series A-6 Notes, the Commitment, the Commitment Expiration Date and that the Commission’s obligations under this Agreement are secured by Pledged Revenues, in offering documents with respect to the Senior Debt, so long as no other information relating to the Agreement, the Fee Letter or the Bank is disclosed in such offering documents without the prior written consent of the Bank.
(h) Arbitrage Bonds; Tax-Exempt Status. It is the intent of the Commission that it shall not invest the proceeds of the Subseries A-6 Notes in any way that would violate the Code or cause the Subseries A-6 Notes to be deemed “arbitrage bonds” or take any action or omit to take any action if such ac tion or omission would adversely affect the exclusion of interest on the Subseries A-6 Notes from gross income of the holders thereof for Federal income tax purposes. (i) No Preferential Treatment. In the event that the Commission shall enter into any credit agreement, standby bond purchase agreement (excluding bond purchase agreements in connection with an initial security offering), liquidity agreement or other agreement or instrument (or any amendment, supplement or modification thereto) under which any Pers on or Persons undertakes to make or provide funds to provide liquidity or credit support for any Parity Debt or Senior Debt (but excluding Debt Service Reserve Debt) (each, a “Bank Agreement”), which Bank Agreement includes the right, upon the occurrence of an “event of default” or “event of termination” under such Bank Agreement, to accelerate the payment of the principal of or interest on any Senior Debt and/or Parity Debt or to otherwise cause the principal of and interest on any Senior Debt and/or Parity Debt to become immediately due and payable, then the Bank shall have the right, upon the occurrence of an Event of Default, to declare all obligations of the Commission under this Agreement, the Fee Letter, the Term Note or the Revolving Note payable hereunder to be, and such amounts shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Commission; provided that upon the occurrence of an Event of Default under Section 8.1(a)(vii) hereof, such prepayment obligation or acceleration shall automatically become due and payable or automatically occur, as applicable, and without any notice. (j) Liens. Create or suffer to exist or permit any Lien on the Pledged Revenues other than the Liens permitted by the Resolutions or any other resolutions, Liens created or permitted by the Issuing and Paying Agent Agreement, or Liens that are junior and subordinate to the Lien created by the Issuing and Paying Agent Agreement unde r terms and conditions satisfactory to the Bank , and Liens which could not reasonably be expected to materially adversely affect the interests, rights, remedies or security of the Bank under this Agreement and the Revolving Note or Term Note.
4861-4697-3880.8

48 (k) Sovereign Immunity. Assert the defense of any future right to sovereign immunity in a legal proceeding to enforce or collect upon the obligations of the Commission under this Agreement, the Fee Letter, the Term Note or the Revolving Note or the transactions contemplated hereby.
(l) Commitment. Permit the sum of (i) aggregate principal amount of all Subseries A-6 Notes and Subseries A -6-T Notes outstanding, plus (ii) the aggregate principal amount of all Advances and Teen Loans outstanding at any time to exceed the Commitme nt at such time.
(m) Maintenance of Available Wastewater Revenues . Acquire, construct, operate or maintain, and shall not within the scope of its powers permit any other public or private corporation, political subdivision, district or agency or any person whatsoever to acquire, construct, operate or maintain, within the City or any part thereof, any system or utility competitive with the Wastewater Enterprise. The Commission will have in effect, or cause to have in effect, at all times an ordinance o r resolution requiring all customers of the Wastewater Enterprise to pay the fees, rates and charges applicable to the services and facilities furnished by the Wastewater Enterprise. Notwithstanding the foregoing, so long as the Commission remains in compliance with Section 7.1(q) of this Agreement, the Commission is able to provide any program of fees, rates and charges applicable to the services and facilities furnished by the Wastewater Enterprise (including, but not limited to, the Commission’s Customer Assistance Program, Low-Income Non- Profit Housing Program and Community Housing Program).
(n) Swap Termination Payments . (i) Permit any Lien on Pledged Revenues securing any termination payments with respect to any Swap Contract to be secured on basis senior to or on a parity with the Commercial Paper Notes, the Term Note and the Revolving Note , or (ii) which requires the Commission to post cash collateral to secure its obligations thereunder. (o) Use of Proceeds . (i) Use the proceeds of any credit extension, whet her directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, in each case in violation of, or for a purpose which violates, or would be inconsistent with, Regulation T, U or X of the Board of Governors of the Federal Reserve System. The Commission shall not use the proceeds of the Commercial Paper Notes, the Term Note or the Revolving Note for any purpose other than as provided for in the Resolutions and not in contravention of applicable law. (ii) The Commission shall not use, and shall require that its directors, officers, employees and agents shall not use, the proceeds of the any Advance, Term Loan or other credit extension (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
4861-4697-3880.8

49 (p) Preservation of Existence, Etc. Take any action pursuant to the Charter to accomplish a merger of the Wastewater Enterprise with any other entity or e nterprise, unless and until the Commission shall have provided a method for segregating the Wastewater Enterprise Revenues from the revenues of said other entity or enterprise in a manner that will, or shall otherwise, preserve the Lien upon the Available Wastewater Enterprise Revenues for the payment of the Subseries A-6 Notes and Subseries A-6-T Notes and the Revolving Note and the Term Note provided in Section 7.1(p) hereof, and shall have obtained an opinion of counsel from a firm nationally recognized in the practice of tax-exempt financing that such merger will not, in and of itself, (i) affect the exclusion from gross income of the interest on the Subseries A -6 Notes, and (ii) cause the Lien or security interest created by this Agreement to be no longer valid as provided in Section 7.1(n) hereof. In the event the Commission does effect such a merger, the Commission shall provide written notice thereof to the Bank and shall deliver a copy of the aforementioned opinion to the Bank.
(q) Commercial Paper Notes . Permit any Commercial Paper Note issued pursuant to Resolutions or the Issuing and Paying Agent Agreement to mature more than two hundred seventy (270) days after the date of issuance or after the Stated Expiration Date.

ARTICLE VIII

EVENTS OF DEFAULT, REMEDIES
Section 8.1 Events of Default. Each of the following events shall constitute an “Event of Default” hereunder:
(a) Immediate Termination Events. The following Events of Default each shall constitute an “Immediate Termination Event” hereunder:
(i) Payments. The Commission shall (A ) fail to pay any amount of interest on any Subseries A -6 Note and Subseries A -6-T Note when the same shall become due and payable in accordance with its terms, or (B) fail to pay principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan when the same shall become due and payable in accordance with its terms;
(ii) Invalidity. (A) Any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A-6 Note or Subseries A-6-T Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A -6 Notes and Subseries A-6-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, shall at any time, and for any reason, cease to be valid and binding on the Commission, or shall be declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (B) an Authorized Representative of the Commission (i) publicly contests or contests in writing any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A-6 Note or Subseries A-6-T Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating t o (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A -6 4861-4697-3880.8

50 Notes and Subseries A-6-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues or (ii) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A-6 Note or Subseries A-6-T Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A -6 Notes and Subseries A -6-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (C) the State or the Commission shall have taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect t he enforceability of any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -6 Note or Subseries A-6-T Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A-6 Notes and Subseries A-6-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (D) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A-6 Note or Subseries A-6-T Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions shall find or rule, in a judicial or administrative proceeding, that any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -6 Note or Subseries A-6-T Note, the Issuing and Paying A gent Agreement, the City Legislation or the Resolutions, as the case may be, relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A-6 Notes and Subseries A-6-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, is not valid or not binding on, or enforceable against, the Commission; (iii) Insolvency, Etc. The Commission or the City and County of San Francisco, directly or indirectly, shall become insolvent or admit in writing its inability to pay its debts as they mature or shall declare a moratorium on the payment of its debts or apply for, consent to or acquiesce in the appointment of a trustee, custodian, liquidator or receiver for itself or any substantial part of its property, or shall take any action to authorize or effect any of the foregoing; or in the absence of any such application, consent or acquiescence, a trustee, custodian, liquidator or receiver shall be appointed for it or for a substantial part of its property or revenues and shall not be discharged within a period of sixty (60) days; or the State or any other governmental authority having jurisdiction over the Commission or the City and County of San F rancisco imposes a debt moratorium or comparable extraordinary restriction on repayment when due and payable of the principal of or interest on all Debt of the Commission and all of the Subseries A -6 Notes and Subseries A-6-T Notes; or all, or any substantial part, of the property of the Commission or the City and County of San Francisco shall be condemned, seized, or otherwise appropriated, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding shall be instituted by or against the Commission or the City and County of San Francisco (or any action shall be taken to authorize or effect the institution by it of any of the foregoing) and if instituted against it, shall be consented to or acquiesced in by it, or shall not be dismissed within a period of sixty (60) days; (iv) Cross-Default to Senior Debt or Parity Debt. The Commission shall fail to pay, when due and payable, any principal of or interest on any Senior De bt or any Parity 4861-4697-3880.8

51 Debt (including, without limitation, any principal or sinking fund installments thereon but excluding Commercial Paper Notes and Other Commercial Paper Notes); (v) Cross-Default to Commercial Paper Notes . The Commission shall fail to pay, when due and payable, any interest on any Commercial Paper Notes or Other Commercial Paper Notes (but excluding the interest on Commercial Paper Notes or Other Commercial Paper Notes issued by or on behalf of the Commission so long as the payment of such interest is supported by a third-party liquidity facility or a third-party credit facility); (vi) Unsatisfied Judgments. A final, nonappealable, judgment or order for the payment of money in excess of $15,000,000 individually or in the aggregate, shall be rendered against the Commission and payable from Pledged Revenues and such judgment or order shall continue unsatisfied and unstayed for a period of sixty (60) days; (vii) Ratings. The long-term credit ratings assigned by Moody’s and S&P (to the extent then providing a ra ting) to unenhanced Parity Debt, unenhanced Subordinated Wastewater Bonds or unenhanced Senior Debt shall be (A) reduced below “Baa3” (or its equivalent), and “BBB-” (or its equivalent) or (B) withdrawn or suspended for any credit related reasons; provided, that nothing herein shall require the Commission to maintain a long-term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities; or
(viii) Existence. The dissolution or termination of the existence of the Commission if a Governmental Authority does not, contemporaneously with the dissolution or termination of the existence of the Commission, assume the obligations of the Commission under this Agreement and the other Basic Documents to which it is a party related to pay principal of or interest on the Subseries A -6 Notes and Subseries A -6-T Notes, the Revolving Note, the Term Note, any Advance or any Term Loan and Senior Debt or any Parity Debt. (b) Representations Untrue . Any repres entation, warranty, certification or statement made by the Commission in this Agreement or in any Basic Document or in any certificate, financial statement or other document delivered pursuant to this Agreement or any Basic Document shall (in any such case) have been incorrect or untrue in any material respect when made or deemed to have been made.
(c) Certain Covenant Defaults . The Commission shall default in the due performance or observance of any term, covenant or agreement contained in clause (c), (d), (f) , (g), (m)(ii), (u)(ii) or (u)(iii) of Section 7.1 or in Section 7.2 hereof. (d) Other Covenant Defaults . The Commission shall default in the due performance or observance of any term, covenant or agreement contained herein (other than those covered by clause (a)(i) or (c) of this Section 8.1) and such default, if capable of being remedied, shall remain unremedied for thirty (30 days) after the earlier to occur of (i) written notice thereof shall have been given to the Commission by the Bank or (ii) an Authorized Representative of the Commission has actual knowledge thereof.
(e) Other Invalidity. (i) Any material provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A-6 Note or Subseries A-6-T Note, the Issuing 4861-4697-3880.8

52 and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter (other than a provision referred to in Section 8.1(a)(ii) hereof), shall be declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (ii) an Authorized Representative of the Commission (A) contests any material provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A-6 Note or Subseries A¬6-T Note, the Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in Section 8.1(a)(ii) hereof) or (B) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any material provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -6 Note or Subseries A -6-T Note, the Issuing a nd Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter (other than a provision referred to in Section 8.1(a)(ii) hereof); or (iii) the State or the Commission shall have taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any material provision of relating to the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -6 Note or Subseries A¬6- T Note, the Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in Section

8.1(a)(ii) hereof); (iv) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, this Agreement, the Revolving Note, the Term Note, any Series A¬4 Note, the Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter shall find or rule, in a judicial or administrative proceeding, that any material provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -6 Note or Subseries A¬6 -T Note, the Issuing and Paying Agent Agree ment, the Resolutions, the City Legislation or the Fee Letter (other than a provision referred to in Section 8.1(a)(ii) hereof) is not valid or not binding on, or enforceable against, the Commission or (v) a debt moratorium or comparable extraordinary rest riction on repayment of debt shall have been declared or imposed (whether or not in writing) with respect to the Fee Letter, the Subseries A -6 Notes and Subseries A-6-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan. (f) Other Cross -Defaults. The Commission shall fail to pay when due and payable (i) any principal of or interest on any Debt (other than Senior Debt or Parity Debt) in excess of $10,000,000 of the Commission and such failure shall continue beyond any applicable period of gra ce specified in any underlying indenture, contract or instrument providing for the creation thereof or (ii) any principal on any Commercial Paper Notes or Other Commercial Paper Notes (other than the Subseries A -6 Notes and Subseries A -6-T Notes); or (ii i) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to be come immediately due and payable in full as the of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt); (g) Basic Document Default . (i) The Commission shall default in the due performance or observanc e of any material term, covenant or agreement contained in any other Basic Document and the same shall not have been cured within any applicable cure period or 4861-4697-3880.8

53 (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred.
(h) Other Payments. The Commission shall fail to pay (i) any amount required pursuant to the Fee Letter when said amount is due and payable or (ii) any amount payable hereunder within five (5) days after the same shall be due and after written deman d by the Bank in respect thereof, other than payments described in Sections 8.1(a)(i) and 8.1(h)(i) above; (i) (i) Taxability. A ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service shall be rendered to the effect that interest on the Series A- 6 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-6 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, shall not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission shall challenge such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered. (j) Other Insolvency. (i) There shall be commenced against the Commission any case, proceeding or other action of a nature referred to in Section 8.1(a) (iii) above which (A) results in an order for such relief or in the appointment of a receiver or similar official or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (ii) there shall be commenced against the Commission, any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets or for all or any portion of the Pledged Revenues, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof. (k) Ratings. The long- term credit ratings assigned by Moody’s or S&P to unenhanced Parity Debt or unenhanced Senior Debt shall be (A) reduced below “A 3” (or its equivalent) or “A -” (or its equivalent) or (B) withdrawn or suspended for any credit related reasons; provided, that nothing herein shall require the Commission to maintain a long-term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.
(l) Cross Acceleration . The Commission (i) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt ( other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as 4861-4697-3880.8

54 the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt).
(m) Change of Law. The passage of any Law has occurred which could reasonably be expected have a material adverse effect on the Commission’s ability to perform its obligations under this Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of this Agreement or any of the other Basic Documents.

Section 8.2 Remedies.
(a) Immediate Termination Events. In the case any Event of Default which is an Immediate Termination Event has occurred, (i) the Commitment shall immediately and automatically terminate, with notice from the Bank, and (ii) all amounts due hereunder, under the Fee Letter and under the Revolving Note and the Term Note shall immediat ely become due and payable; provided, that the Event of Default described in Section 8.1(a)(i) (B) will not qualify as an “Immediate Termination Event” hereunder if the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan is due solely to an acceleration thereof by the Bank for any reason other than the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan; provided, further, that the Event of Default described in Section 8.1(a) (iv) will not qualify as an “Immediate Termination Event” hereunder if the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt is due solely to an acceleration thereof by a provider of credit enhancement or liquidity support with respect thereto for any reason other than the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt.
(b) Suspension Events. In the case of a Default described in Section 8.1(j) hereof (a “Suspension Event”), the Commitment shall be immediately suspended without notice or demand and, thereafter, the Bank shall be under no obligation to make Advances or Term Loans hereunder until the Available Commitment is reinstated as described below. Promptly upon the occurrence of any such Suspension Event, the Bank shall notify the Commission, the Issuing and Paying Agent and the Dealer of such suspension and the effective date of such suspension in writing by facsimile, promptly confirmed by regular mail; p rovided, that the Bank shall incur no liability of any kind by reason of its failure to give such notice and such failure shall in no way affect the suspension of the Available Commitment or its obligation to make Advances or Term Loans pursuant to this Agreement. The Commission shall promptly direct the Issuing and Paying Agent to notify all Holders of a suspension of the obligation of the Bank to make Advances and Term Loans as a result of the occurrence of such Suspension Event. Upon the occurrence of a Suspension Event, the Commitment shall be immediately and automatically suspended and remain suspended until the case, proceeding or other action referred to therein is either dismissed, discharged or bonded within sixty (60) days from the commencement of such case, proceeding or action, or the date on which the Bank’s obligations hereunder have terminated or expired in accordance with the terms hereof (the “Termination Date”) occurs, whichever is first. In the event that said Suspension Event shall have been dismissed, discharged or bonded within the sixty (60) day period described therein and prior to the Termination Date, then the Available Commitment and the obligation of the Bank to make Advances and Term Loans shall be reinstated and the terms of this Agreement shall continue in full force and effect as if there had been no such suspension (unless the Commitment Period shall otherwise have been terminated, suspended or expired as 4861-4697-3880.8

55 provided in this Agreement). In the event that said Suspension Event shall not have been dismissed, discharged or bonded within said sixty (60) day period when the Termination Date occurs, then the Available Commitment and the obligation of the Bank to make Advances and Term Loans shall terminate on the Termination Date without notice or demand and, thereafter, the Bank shall be under no obligation to make such Advances and Term Loans hereunder. (c) All Events of Default. In the case of any Event of Default, including any Immediate Termination Event or a Suspension Event that has occurred and is continuing, the Bank (i) may by written notice to the Commission declare all amounts due hereunder, under the Fee Letter or under the Revolving Note or the Term Note to be immediately due and payable, whereupon the same shall immediately become due and payable, (ii) may by written notice to the Commission and the Issuing and Paying Agent (an “EoD No -Issuance Notice”) in substantially the form of Exhibit H -1 hereto declare the Available Principal Commitment to be reduced to the principal amount of Subseries A -6 Notes and Subseries A -6-T Notes then outstanding and to be permanently reduced further on the maturity date of each such Subseries A -6 Note and Subseries A-6-T Note by an amount equal to the principal amount of such Subseries A-6 Note and Subseries A-6-T Note with the Commitment to be terminated upon the last maturity date applicable to all such Subseries A -6 Notes and Subseries A -6-T Notes, (iii) may petition a court of competent jurisdiction to issue a mandamus order to the Commission to compel specific performance of the covenants of the Commission contained in the Resolutions or herein and (iv) may pursue any other rights or remedies under this Agreement, the Fee Letter, the Resolutions, any other Basic Document, applicable law or otherw ise. Except as expressly provided in this Section 8.2, procurement, demand, protest and all other notices of every kind are hereby expressly waived.

Following receipt of an EoD No- Issuance Notice, the Commission shall not issue any additional Subseries A-6 Notes and Subseries A-6-T Notes.
(d) Timing of EoD No- Issuance Notice. An EoD No -Issuance Notice that is received by the Commission at or before 3:00 p.m. (New York City time) shall be effective when received. An EoD No-Issuance Notice that is received by Commission after 3:00 p.m. (New York City time) shall not be effective until the opening of business on the next succeeding Business Day. (e) Copies of Notices. Concurrently with the occurrence of an Immediate Termination Event pursuant to clause (a) of this Section 8.2 or an EoD No- Issuance Notice pursuant to clause (c) of this Section 8.2, the Commission shall give notice to the Issuing and Paying Agent and the Dealers.

Section 8.3 No Remedy Exclusive. The rights and remedies of the Bank under this Agreement shall be cumulative and not exclusive of any rights or remedies which it would otherwise have, and no failure or delay by the Bank, in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right. 4861-4697-3880.8

56 ARTICLE IX

MISCELLANEOUS
Section 9.1 Payments to the Bank . All payments to the Bank hereunder sh all be made without setoff or counterclaim in accordance with Section 2.9.

Section 9.2 Liability of the Bank . (a) The Commission assumes all risks of the acts or omissions of the Issuing and Paying Agent and the Dealers with respect to the proceeds of any Advance or Term Loan. Neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible for (i) the use which may be made of the proceeds of any Advance or Term Loan or of any acts or omissions of the Issuing and Paying Agent, the Dealers or any transferee in connection therewith, (ii) the validity, sufficiency or genuineness of documents, or of any endorsements thereon (other than the validity as against the Bank of any agreement to which it is a party), even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, (iii) the lack of validity or enforceability of the Commercial Paper Notes, any of the Resolutions, the Issuing and Paying Agent Agreement, the other Basic Documents or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), or (iv) any other circumstances whatsoever in making or failing to make payment under this Agreement; provided, that the Commission shall have a claim against the Bank, and the Bank shall be liable to the Commission, to the extent of any direct, as opposed to consequential, damages suffered by the Commission which the Commission proves were caused by (i) the Bank’s willful misconduct or gross negligence in determining whether a Request for Advance presented hereunder complied with the terms hereof, or (ii) the Bank’s willful or grossly negligent failure to make an Advance required to be made by it hereunder after the presentation to it by the Commission of a Request for Advance in the form set forth in Exhibit C hereto. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) to the contrary.

Section 9.3 Indemnification. (a) To the extent permitted by law, the Commission agrees to indemnify and hold harmless the Bank and its directors, officers, employees and agents (each, an “Indemnitee”) from and against any and all claims, damages, losses, liabilities and reasonable costs or expenses (including reasonable attorneys’ fees and expenses) whatsoever which such Indemnitee may incur (or which may be claimed against the Bank by any Person whatsoever) by reason of or in connection with (i) the offering or sale of the Subseries A -6 Notes and Subseries A-6-T Notes (including without limitation, by reason of any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any Offering Memorandum (other than with respect to the information relating to the Bank under the caption “APPENDIX B —THE BANKS —[BANK OF AMERICA, N.A.] (or similar caption)) or any similar disclosure document or in any supplement or amendment thereof in accordance therewith, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances in which they are or were made, not misleading); (ii) the validity, sufficiency or genuineness of any of the transaction documents or the Offering Memorandum (other than in connection with the description of the Bank contained therein); or (iii) the execution and delivery of this Agreement and the Fee Letter; provided, that the Commission shall be relieved of its obligation to so indemnify and hold harmless the Indemnitee 4861-4697-3880.8

57 if and to the extent that any such claims, damages, losses, liabilities, or costs or expenses are a result of the Bank’s gross negligence or willful misconduct. (a) To the extent permi tted by law, the Commission agrees to indemnify and hold harmless the Bank (on a net after -tax basis) from any present or future claim or liability for stamp, transfer, documentary, excise or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any Governmental Authority in connection with the execution, delivery and performance of, or any payment made under, this Agreement, the Subseries A -6 Notes and Subseries A -6-T Notes and the other Basic D ocuments, or any amendment thereto.
(b) Promptly after receipt by an Indemnitee of written notice of the filing of any claim or the commencement of any action, the Bank shall, if a claim in respect thereof is to be made against the Commission under this Section 9.3, notify the Commission in writing of the filing or commencement thereof; but the omission to so notify the Commission shall not relieve the Commission of any liability which it may have to such an Indemnitee otherwise than under this Section 9.3. The indemnity agreements contained in this Section 9.3 shall survive the termination, expiration or cancellation of this Agreement. In case any such claim or action shall be brought against an Indemnitee and the Indemnitee shall notify the Commission of the f iling or commencement thereof, the Commission shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof, with counsel reasonably acceptable to the Indemnitee.

After timely written notice from the Commission to the Indemnitee of its election to so assume the defense thereof, the Commission shall not be liable to the Indemnitee under this Section 9.3 for any legal or other expenses subsequently incurred by such Indemnitee in connection with the defense thereof, other than reasonable out -of-pocket costs of any investigation, so long as the Commission continues to diligently pursue such defense. However, any Indemnitee shall have the right to select separate counsel to assert legal defenses that the Indemnitee’s co unsel concludes may be different from or additional to those available to the Commission. In such event, the fees and expenses of such separate counsel for the Indemnitee in defending such claim or action shall be borne by the Commission. In no event shall the Commission be liable for the fees and expenses of more than one such separate counsel for an Indemnitee in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Nothing in this Section 9.3 shall limit any of the Bank’s rights or remedies under this Agreement or the Fee Letter or at law or in equity. The indemnity agreements contained in this Section 9.3 shall survive the termination, expiration or cancellation of this Agreement and the Fee Letter.

Section 9.4 Costs and Expenses. The Commission hereby agrees to pay (a) the costs and expenses as set forth in the Fee Letter, in the amounts and at the times set forth therein, and (b) as and to the extent not otherwise specified in the Fee Letter, all costs and expenses paid or incurred by the Bank, including the reasonable fees and out of pocket expenses of counsel for the Bank, otherwise arising in connection with this Agreement, the Fee Letter, the Issuing and Paying Agent Agreement or the other Basic Documents including, without limitation, in connection with any transfer of or amendment to this Agreement, the Fee Letter, the Issuing and Paying Agent Agreement or the other Basic Documents, the enforcement hereof or thereof or the protection of the rights of the Bank hereunder or thereunder.
4861-4697-3880.8

58 Section 9.5 Participants. The Bank shall have the right, in its sole discretion, to grant participations from time to time (to be evidenced by one or more Participation Agreements or certificates of participation) in this Agreement, the Fee Letter, the Revolving Note and the Term Note to one or more other banking institutions (each a “Participant”); provided, that the grant of any such participation shall not terminate or otherwise affect any obligation of the Bank hereunder and the Commission’s liability to any Participant shall not in any event exceed that liability which the Commission would owe to the Bank but for such participation. In connection with each participation, the Bank may di sclose to any proposed participant any information that the Commission or any Dealer delivers or discloses pursuant to this Agreement. The Bank shall give notice to the Commission of any banking institution that is granted a participation pursuant to this Section. In the event of any such grant by the Bank of a Participation to a Participant, whether or not upon notice to the Commission, the Bank shall remain responsible for the performance of its obligations hereunder, and the Commission shall continue to deal solely and directly with the Bank in connection with the Bank’s rights and obligations under this Agreement.

Section 9.6 Successors and Assigns.
(a) This Agreement shall be binding upon and inure to the benefit of the Commission and the Bank and their respective successors and assigns, except that neither the Commission nor, except as permitted in Section 9.5, the Bank shall have the right to assign it s rights hereunder or any interest herein without (i) the prior written consent of the other and (ii) written notice from S&P, if the Commercial Paper Notes are rated by S&P, and from Moody’s, if the Commercial Paper Notes are rated by Moody’s, that such a ssignment will not result in a suspension, lowering or withdrawal of the rating on the Commercial Paper Notes. (b) The Bank may assign and pledge all or any portion of the obligations owing to it to any Federal Reserve Bank or the United States Treasury, inclu ding, without limitation, as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operation Circular issued by such Federal Reserve Bank; provided, that any payment in respect of such assigned obligat ions made by the Commission to the Bank in accordance with the terms of this Agreement shall satisfy the obligations of the Commission hereunder in respect of such assigned obligation to the extent of such payment. No such assignment shall release the Bank from its obligations hereunder.

Section 9.7 Modification or Waiver of This Agreement. This Agreement is intended by the parties hereto as a final expression of their agreement with respect to the subject matter hereof, and is intended as a complete and exclusive stat ement of the terms and conditions of that agreement. Subject to the terms and provisions of Section 7.2(i) of the Agreement with respect to amendments to certain provisions described therein, no modification or waiver of any provision of this Agreement (including this Section 9.7) shall be effective unless the same shall be in writing and signed by the Bank and the Commission. Any modification or waiver referred to in this Section 9.7 shall be effective only in the specific instance and for the specific pur pose for which given. No notice to or demand on the Commission in any case shall entitle the Commission to any other or further notice or demand in the same, similar or other circumstances.

Section 9.8 No Waiver of Rights by the Bank; Cumulative Rights. No course of dealing or failure or delay on the part of the Bank in exercising any right, power or privilege hereunder 4861-4697-3880.8

59 shall preclude any other or further exercise or the exercise of any right, power or privilege. The rights of the Bank under this Agreement, the Fee Let ter, the Revolving Note, the Term Note, the Resolutions, the Issuing and Paying Agent Agreement and the other Basic Documents are cumulative and not exclusive of any rights or remedies which the Bank would otherwise have.

Section 9.9 Notices. All notices and communications hereunder shall be given by hand delivery, with a receipt being obtained therefor, by United States certified or registered mail, or by fax or by e -mail or by other electronic means of communication capable of creating a written record of such notice and its receipt. To the extent that any electronic means of communication notice is permitted hereunder, the parties hereto shall provide appropriate e -mail addresses or facsimile numbers. Except as provided in Sections 2.1(c) and 8.2(d), notices and communications hereunder shall be effective when received and, except for Requests for Advance, which shall be sent to the address set forth in the form thereof, shall be sent by the individual or an authorized representative of the entity at the addresses specified hereinbelow:

If to the Commission: City and County of San Francisco
Public Utilities Commission
Attention: Chief Financial Officer
525 Golden Gate Ave., 13th Floor
San Francisco, CA 94102
Telephone: (415) 554-3155
Facsimile: (415) 554-3161
If to the Issuing and Paying Agent: U.S. Bank Trust Company, National Association 100 Wall Street, Suite 600
New York, NY 10005
Attention: Michelle Lee
Telephone: (212) 971-4954
Email: [email protected]
If to the Dealer: At the address, telephone number and telecopy number set forth in each Dealer Agreement.

If to the Bank: Bank of America, N.A.
333 S. Hope Street, 38th Floor
Los Angeles, California 90071
Attention: Jyoti Rathore
Telephone: (213) 621-4971
Email: [email protected]
In the case of communications to the Bank with
respect to drawings:

Bank of America, N.A.
333 S HOPE ST, STE 3820
LOS ANGELES CA 90071
Attention: Olivia Neal
4861-4697-3880.8

60 Telephone: (213) 621-4985
Email: [email protected]
In the case of payments to the Bank:

Bank of America, N.A.

ABA: [026009593
A/C: 04535-88398]
Reference:
or such other account as the Bank may from time to time designate in writing to the Commission.

Section 9.10 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one document, and shall become effective when copies hereof whi ch, when taken together, bear the signatures of each of the parties hereto.

Section 9.11 Certificates, Etc . In connection with the execution and delivery of this Agreement, the parties hereto may rely on any certificates delivered by or on behalf of each other respective party hereto as representations and warranties as to the matters therein certified.

Section 9.12 Term of Agreement.
(a) The term of this Agreement shall be until the later of (x) the termination of the Commitment or the Commitment Expiration Date and (y) the payment in full of the principal of and interest on all amounts due hereunder and under the Revolving Note and the Term Note. (b) Upon the written request of the Commission to the Bank made not later than ninety (90) days prior to the Commitment Expiration Date, the Bank shall notify the Commission and the Issuing and Paying Agent within sixty (60) days of such request whether or not it will extend the scheduled Commitment Expiration Date for the time period requested on terms acceptable to both parties, which time periods may include, without limitation, one or more extensions each for a period of one year or more. If the Bank notifies the Commission and the Issuing and Paying Agent that the scheduled Commitment Expiration Date shall be so extended, the Bank shall, within thirty (30) days of its notification to the Commission and the Issuing and Paying Agent, deliver to the Commission, the Issuing and Paying Agent and the Dealers a written acknowledgement of such extension. If the Bank fails to notify the Commission and the Issuing and Paying Agent of its decision within such sixty (60) day period, the Bank shall be deemed to have rejected such request. Any such determination by the Bank shall be in its sole and absolute discretion. Any such request by the Commission for an extension of the Commitment Expiration Date shall be substantially in the form of Exhibit D hereto (or in such other form to which the Bank may consent in writing) and, unless the Bank shall otherwise consent, shall include (i) a statement of the outstanding principal amount of the Commercial Paper Notes, (ii) a reasonably detailed description of any and all Defaults or Events of Default that shall have occurred and be continuing and that no Immediate Termination Event is continuing, (iii) confirmation that all representations and warranties of the Commission contained herein and in the Basic Documents are true and correct as though made on the date of such request and that no Default or Event of Default has 4861-4697-3880.8

61 occurred or is continuing on the date of such request, and (iv) any other pertinent information requested by the Bank.
(c) The Commission may terminate this Agreement at any time upon thirty (30) days’ written notice to the Bank so long as no Subseries A-6 Notes and Subseries A-6-T Notes are outstanding as of the date this Agreement is terminated; provided, however, that all amounts owing under the Fee Letter with respect to such termination shall be paid in accordance with the Fee Letter.
(d) Prior to any substitution of an Alternate Facility for this Agreement, the Commission will pay or cause to be paid all amounts owing to the Bank hereunder and under the Revolving Note and the Term Note.

Section 9.13 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, ille gal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall negotiate in good faith to replace any invalid, illegal or unenforceable provision with a valid provision, which, to the extent possible, will preserve the economic effect of the invalid, illegal or unenforceable provisions.

Section 9.14 Governing Law; Waiver of Jury Trial; Jurisdiction. (a) Governing Law. THIS AGREEMENT AND ANY CL AIMS,

CONTROVERSY , DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT

OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT

AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE; PROVIDED THAT THE

RIGHTS AND OBLIGATIONS OF THE BANK HEREUNDER SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. (b) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE

LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO A JURY TRIAL OF ANY

CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT,

THE BASIC DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY

OR THEREBY , INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. IF AND TO THE

EXTENT THAT THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL IS

UNENFORCEABLE FOR ANY REASON IN SUCH FORUM, EACH OF THE PARTIES

HERETO CONSENTS TO THE ADJUDICATION OF ALL CLAIMS PURSUANT TO

JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, AND THE JUDICIAL REFEREE IS EMPOWERED TO HEAR AND DETERMINE ALL ISSUES IN SUCH REFERENCE, WHETHER FACT OR LAW. EACH OF

THE PARTIES HERETO REPRESENTS THA T IT HAS REVIEWED THIS WAIVER AN D

CONSENT AND, FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH

MATTERS, KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND CONSENTS TO JUDICIAL REFERENCE. IN THE EVENT OF LITIGATION, A COPY OF

THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE 4861-4697-3880.8

62 COURT OR TO JUDICIAL REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN.
(c) Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdict ion of the courts of the State of California and any appellate court from any thereof, and of the federal district courts which are located in the City and County of San Francisco, in any action or proceeding arising out of or relating to this Agreement or any Basic Document, or for recognition or enforcement of any judgment.
(d) The covenants and waivers made pursuant to this Section 9.14 are irrevocable and unmodifiable, whether in writing or orally, and are applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Section 9.15 Consents. Except as otherwise provided in Section 9.12, the Bank agrees to respond within thirty (30) days of its receipt of a written request from the Commission to amend or waive any provision of this Agreement in the manner specifically set forth in such request. If the Bank fails to respond within such thirty (30) day period, the Bank shall be deemed to ha ve rejected such request. Any such determination by the Bank shall be in its sole and absolute discretion.

Section 9.16 Source of Funds . The Bank agrees that all funds provided by the Bank hereunder will be paid from funds of the Bank and not directly or indirectly from funds or collateral on deposit with or for the account of, or pledged with or for the account of, the Bank by the Commission.

Section 9.17 Survival. The obligations of the Commission under Sections 2.3, 2.4, 2.7,

2.12, 9.3 and 9.4 and Article IV hereof and in the Fee Letter shall survive the payment of the Commercial Paper Notes and the termination of the Available Commitment and this Agreement.

Section 9.18 Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not have any ef fect for purposes of interpretation or construction of the terms of this Agreement.

Section 9.19 Beneficiaries. This Agreement is made solely for the benefit of the Commission, the Issuing and Paying Agent, the Bank, their successors and assigns, and no other Person (including, without limitation, any owner of a Commercial Paper Note) shall have any right, benefit or interest under or because of the existence of this Agreement.

Section 9.20 Governmental Regulations.
(a) The Bank hereby notifies the Commission that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that includes the name and address of the Commission and other information that will allow the Bank to identify the Commission in accordance with the Patriot Act.
4861-4697-3880.8

63 (b) The Commission shall (i) ensure that no person who owns a controlling interest in or otherwise controls the Commission is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, that prohibits or limits the Bank from making any advance or extension of credit to the Commission or from otherwise conducting business with the Commission and (ii) ensure that the proceeds of the Commercial Paper Notes shall not be used to violate any of the foreign asset control regulations of OFAC or any enabling statute or Exec utive Order relating thereto. Further, the Commission shall comply, and cause any of its subsidiaries to comply, with all applicable Bank Secrecy Act (“BSA”) laws and regulations, as amended.

Section 9.21 City Requirements. The Bank hereby agrees to the City’s requirem ents, as provided in Exhibit G attached hereto and incorporated hereby by this reference.

Section 9.22 No Right of Set -off. Notwithstanding anything to the contrary contained herein, the Bank and any Participant each hereby agree that it will not assert any of its statutory or common law rights of setoff as the depository bank of the Commission in connection with the collection or repayment of any of the obligations of the Commission owing to the Bank or a Participant under this Agreement, the Fee Letter, the Revolving Note and the Term Note.

Section 9.23 Arm’ s Length Transaction. The transaction described in this Agreement is an arm’s length, commercial transaction between the Commission and the Bank in which: (i) the Bank is acting solely as a principal (i.e., as a lender) and for its own interest; (ii) the Bank is not acting as an advisor (whether as a municipal advisor or financial advisor or otherwise) to the Commission; (iii) the Bank has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 or otherwi se to the Commission with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether the Bank or any of its affiliates has provided other services or is currently providing other services to the Commission on other matters); (iv) the only obligations the Bank has to the Commission with respect to this transaction are set forth in this Agreement; and (v) the Bank is not recommending that the Commission take an action with respect to the transaction described in this Agreement and the other Basic Documents, and before taking any action with respect to the this transaction, the Commission should discuss the information contained herein with the Commission’s own legal, accounting, tax, financial and other advisors, as the Commission deems appropriate.

Section 9.24 Electronic Execution of Certain Documents . The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Basic Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Bank, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Feder al Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Bank is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Bank 4861-4697-3880.8

64 pursuant to procedures approved by it; provided further without limiting the foregoing, upon the request of the Bank, any electronic signature shall be promptly followed by such manually executed counterpart.

Section 9.25 MSRB Rule G -34. In the event the Commission delivers or permits, authorizes or consents to the delivery of this Agreement (including without li mitation any amendments hereto and thereto) to the Dealer or any other Person for delivery to the Municipal Securities Rulemaking Commission pursuant to Rule G -34 of the Municipal Securities Rulemaking Commission (“Rule G-34”), the Commission shall cooperate with the Bank to provide for the redaction of information permitted to be redacted under Rule G-34.

Upon reasonable written request from the Dealer or the Commission, the Bank agrees to use commercially reasonable efforts to provide copies of amendments , extensions and modifications of this Agreement that the Dealer is required to file in accordance with Rule G-34(c), other than information which is permitted to be redacted in accordance with such Rule. Without the consent of the Bank, the Commission will not make available the Fee Letter for filing pursuant to Rule G-34(c).

Section 9.26 QFC Provisions. To the extent that the Basic Documents provide support, through a guarantee or otherwise, for any agreement or instrument that is a QFC (such support, “QFC Credit Support ”, and each such QFC, a “ Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd- Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes ”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Basic Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(a) Acknowledgment Regarding Supported QFCs. In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S.

Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or un der such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Re solution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Basic Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Basic Documents were governed by the laws of the United States or a state of the United States.
(b) Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings with Respect to Any Supported QFCs. Notwithstanding anything to the contrary in 4861-4697-3880.8

65 the Basic Documents or any other agreement, but without prejudice to the requi rements of the preceding paragraph (a), Default Rights under the Basic Documents that might otherwise apply to a Supported QFC or any QFC Credit Support may not be exercised against a Covered Party if such Default Rights are related, directly or indirectly , to a BHC Act Affiliate of such Covered Party becoming subject to Insolvency Proceedings, except to the extent such exercise would be permitted under 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Act Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to the Basic Documents, any Supported QFC or any QFC Credit Support seeks to exercise any Default Right against such Covered Party with respect to such Supported QFC or such QFC Credit Support, the party seeking to exercise such Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

[Remainder of page intentionally left blank; signature page follows.] 4861-4697-3880.8

[Signature Page to Revolving Credit and Term Loan Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Revolving Credit and Term Loan Agreement to be duly executed and delivered by their respective officers thereunto authorized as of the date first above written.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
Name: Dennis J. Herrera
Title: General Manager
Approved as to Form:

DA VID CHIU
City Attorney of the City and
County of San Francisco
By:

Name: Katherine Thursby Ortega
Title: Deputy City Attorney
Acknowledged:

ANNA V AN DEGNA
Director of Public Finance of the City
and County of San Francisco

4861-4697-3880.8

[Signature Page to Revolving Credit and Term Loan Agreement]

BANK OF AMERICA, N.A.

By:

Name:

Title:
4861-4697-3880.8

A-68

EXHIBIT A

FORM OF REVOLVING NOTE

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY

OF SAN FRANCISCO

LIQUIDITY FACILITY REVOLVING BANK NOTE,
SUBSERIES A-6 AND SUBSERIES A-6-T
August __, 2024 San Francisco, California
For value received, PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) promises to pay to the order of BANK OF AMERICA, N.A. (the “Bank”), at its office at [__________], [__________],[__________],[__________], the aggregate unpaid principal amount of all Advances made by the Bank from time to time pursuant to the Agreement referred to below on the dates and in the amounts provided for in the Agreement.

The Commission promises to pay interest on the unpaid principal amount of such Advances on the dates and at the rates provided for in the Revolving Credit and Term Loan Agreement, dated as of August __, 2024 (as amended and supplemented from time to time, the “Agreement”), by and between the Commission and the Bank. All payments of principal and interest shall be made in lawful money of the United States of America in immediately available funds. All capitalized terms used herein and not otherwise defined herei n shall have the meanings specified in the Agreement.

This note is the Revolving Note referred to in the Agreement and is entitled to the benefits thereof and of the Basic Documents referred to therein. As provided in the Agreement, this Revolving Note is subject to prepayment, in whole or in part. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Revolving Note may be declared due and payable in the manner and with the e ffect provided in the Agreement.

The Bank agrees, by acceptance of this Revolving Note, that before disposing of this Revolving Note it will make a notation on the schedule attached hereto of all Advances evidenced hereby and all principal payments and pre payments made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make any such notation shall not limit or otherwise affect the obligation of the Commission hereunder with respect to payments of principal of and interest on this Revolving Note.

Notwithstanding any other provision hereof or of the Agreement to the contrary, the obligations of the Commission hereunder are payable solely from the Pledged Revenues. This Revolving Note constitutes a valid and binding obligation of the Commission issued under the Issuing and Paying Agent Agreement and is secured by, and payable from, the Pledged Revenues and from the proceeds of subsequent borrowings by the Commission, including but not limited to in the form of additional or rollover Subseries A -6 Notes and Subseries A -6-T Notes authorized thereunder.
4861-4697-3880.8

A-69

The parties hereto, including the undersigned maker and all guarantors, endorsers and pledgers that may exist at any time with respect hereto, hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Revolving Note and assent to the extensions of the time of payment or forbearance or other indulgence without notice.

THIS REVOLVING NOTE SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

The Commission hereby irrevocably (i) agrees that any suit, action or other proceeding arising out of or relating to this Revolving Note may be brought in any court of competent jurisdiction located in New York, and consents to the jurisdiction of such court in any such suit, action or proceeding and (ii) waives, to the fullest extent permitted by law, any objection which it may have to the laying of venue of any such suit, action or proceeding in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

Notwithstanding the foregoing, in the event the Bank is not a party to any such action or proceeding, the foregoing provisions shall not apply.

IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Revolving Note to be signed in its corporate name as an instrument under seal by its duly authorized officer on the date and in the year first above written.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

By
Name
Title

4861-4697-3880.8

A-70

TRANSACTIONS
ON

REVOLVING NOTE

Date
Principal
Amount of
Advance
Amount of
Principal Paid
Date to
Which
Interest Paid
Notation
Made By

4861-4697-3880.8

B-1

EXHIBIT B

FORM OF TERM NOTE

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY

OF SAN FRANCISCO
TERM BANK NOTE, SUBSERIES A-6 AND SUBSERIES A-6-T
August __, 2024 San Francisco, California
For value received, PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) promises to pay to the order of BANK OF AMERICA, N.A. (the “Bank”), at its office at 333 S HOPE ST , STE 3820, LOS ANGELES CA 90071, the aggregate unpaid principal amount of all Term Loans made by the Bank from time to time pursuant to the Agreement referred to below on the dates and in the amounts provided for in the Agreement.

The Commission promises to pay interest on the unpaid principal amount of the Term Loans on the dates and at the rates provided for in the Revolving Credit and Term Loan Agreement dated as of August __, 2024 (as amended and supplemented from time to time, the “Agreement”), by and between the Commission and the Bank. All payments of principal and interest shall be made in lawful money of the United States of America in immediately available funds. All capitalized terms used herein and not otherwise defin ed herein shall have the meanings specified in the Agreement.

This note is the Term Note referred to in the Agreement and is entitled to the benefits thereof and of the Basic Documents referred to therein. As provided in the Agreement, this Term Note is subject to prepayment, in whole or in part. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Term Note may be declared due and payable in the manner and with the effect provided in the Agreement.

The Bank, agrees, by acceptance of this Term Note, that before disposing of this Term Note it will make a notation on the schedule attached hereto of all Term Loans evidenced hereby and all principal payments and prepayments made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make any such notation shall not limit or otherwise affect the obligation of the Commission hereunder with respect to payments of principal of and interest on this Term Note.

Notwithstanding any other provision hereof or of the Agreement to the contrary, the obligations of the Commission hereunder are payable solely from the Pledged Revenues. This Term Note constitutes a valid and binding obligation of the Commission issued under the Issuing and Paying Agent Agreement and is secured by, and payable from, the Pledged Revenues and from the proceeds of subsequent borrowings by the Commission, including, but not limited to, in the form of additional or rollover Subseries A -6 Notes and Subseries A -6-T Notes authorized thereunder.

B-2

and enforcement of this Term Note and assent to the extensions of the time of payment or forbearance or other indulgence without notice.

THIS TERM NOTE SHA LL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

The Commission hereby irrevocably (i) agrees that any suit, action or other proceeding arising out of or relating to this Term Note may be brought in any court of competent jurisdiction located in New York, and consents to the jurisdiction of such court in any such suit, action or proceeding and (ii) waives, to the fullest extent permitted by law, any objection which it may have to the laying of venue of any such suit, action or proceeding in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Notwithstanding the foregoing, in the event the Bank is not a party to any such action or proceeding, the foregoing provisions shall not apply.

IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Term Note to be signed in its corporate name as an instrument under seal by its duly authorized officer on the date and in the year first above written.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

By
Name
Title

4861-4697-3880.8

B-3

TRANSACTIONS
ON

TERM NOTE

Date
Amount of
Term Loan Note
Amount of
Principal Paid
Date to
Which
Interest Paid
Notation
Made By

4861-4697-3880.8

C-1

EXHIBIT C

FORM OF REQUEST FOR ADV ANCE

REQUEST FOR ADV ANCE
Bank of America, N.A.
333 S. Hope Street, 38th Floor
Los Angeles, California 90071
Attention: Jyoti Rathore
Telephone: (213) 621-4971
Email: [email protected]

With copies to
Bank of America, N.A.
333 S HOPE ST, STE 3820
LOS ANGELES CA 90071
Attention: Olivia Neal
Telephone: (213) 621-4985
Email: [email protected]

Ladies and Gentlemen:

The undersigned, U.S. BANK TRUST COMPANY , NATIONAL ASSOCIATION, as Issuing and Paying Agent (the “ Issuing and Paying Agent ”) under the Issuing and Paying Agent Agreement, dated as of October 1, 2014, as amended by that certain First Amendment to Issuing and Paying Agent Agreement, dated as of October 1, 2019, as amended from time to time between PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) and the undersigned, refers to the Revolving Credit and Term Loan Agreement dated as of August __, 2024 (as amended and supplemented from time to time, the “Agreement”), by and between the Commission and BANK
OF AMERICA, N.A. (the “Bank ”) and hereby
requests, pursuant to Section 2.1 of the Agreement, an Advance under the Agreement and in that connection sets forth below the following information relating to such Advance (the “ Proposed Advance”):

1. The principal amount of the Proposed Advance is $______________;

2. The sum of the Proposed Advance, the aggregate amount of Subseries A-6 Notes and Subseries A -6-T Notes to be Outstanding following the application of the Proposed Advance and all Advances and Term Loans outstanding does not exce ed the Commitment.

3. The entire amount of the Proposed Advance shall be used solely for the payment of the principal of the Subseries A -6 Notes and Subseries A -6-T Notes due and payable on the date of this Request and for the payment of which proceeds of Subseries A¬6 Notes and Subseries A-6-T Notes are not available.
4861-4697-3880.8

C-2

The Proposed Advance shall be made by wire transfer of immediately available funds to the undersigned in accordance with the terms of the Agreement.

4861-4697-3880.8

C-3

The terms capitalized herein but not oth erwise defined herein shall have the meanings assigned to them in the Agreement.

Very truly yours,
U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Issuing and Paying Agent

By
Name
Title
4861-4697-3880.8

D-1

EXHIBIT D

FORM OF REQUEST FOR EXTENSION
Request for Extension
_________, 2024
Bank of America, N.A.
333 S. Hope Street, 38th Floor
Los Angeles, California 90071
Attention: Jyoti Rathore
Telephone: (213) 621-4971
Email: [email protected]

With copies to
Bank of America, N.A.
333 S HOPE ST, STE 3820
LOS ANGELES CA 90071
Attention: Olivia Neal
Telephone: (213) 621-4985
Email: [email protected]

Ladies and Gentlemen:

Reference is made to the Revolving Credit and Term Loan Agreement dated as of August __, 2024 (as amended and supplemented from time to time, the “Agreement”), by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) and BANK
OF AMERICA, N.A. (the “Bank”).

The Commission hereby requests, pursuant to Section 9.12(b) of the Agreement, that the Commitment Expiration Date be extended to _____________, _______. Pursuant to such Section 9.12(b), we have enclosed with this request the following information:

1. The outstanding principal amount of the Subseries A-6 Notes and Subseries A-6-T Notes, together with the aggregate principal amount of all Advances and Term Loans Outstanding as of the date hereof, is equal to $_______________;

2. A reasonably detailed description of any and all Defaults and Events of Default that have occurred and are continuing;

3. Confirmation that all representations and warranties of the Commission contained in the Agreement and the Basic Documents are true and correct as though made on the date hereof and that no Default or Event of Default has occurred and is continuing on the date hereof; and

4. Any other pertinent information previously requested by the Bank. 4861-4697-3880.8

D-2

4861-4697-3880.8

D-3

The Bank is required to notify the Commission and the Issuing and Paying Agent of its decision with respect to this request within thirty (30) days of the date of receipt hereof. If the Bank fails to notify the Commission and the Issuing and Paying Agent of its decision within such thirty (30) day period, the Bank shall be deemed to have rejected such request. The terms capitalized herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Very truly yours,

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

By
Name
Title
4861-4697-3880.8

E-1

EXHIBIT E

FORM OF NOTICE OF TERMINATION OR REDUCTION

NOTICE OF TERMINATION OR REDUCTION
_________, 2024
Bank of America, N.A.
333 S. Hope Street, 38th Floor
Los Angeles, California 90071
Attention: Jyoti Rathore
Telephone: (213) 621-4971
Email: [email protected]

With copies to
Bank of America, N.A.
333 S HOPE ST, STE 3820
LOS ANGELES CA 90071
Attention: Olivia Neal
Telephone: (213) 621-4985
Email: [email protected]

Re: Revolving Credit and Term Loan Agreement dated as of August_, 2024 Ladies and Gentlemen:

The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “ Commission”), through its undersigned duly authorized officer, hereby certifies to BANK
OF AMERICA, N.A. (the “Bank”), with reference to the Revolving Credit and Term Loan Agreement, dated as of August __, 2024 (as amended and supplemented from time to time, the “Agreement”), by and between the Commission and the Bank. [The Commission hereby informs you that the Commitment is terminated in accordance with the Agreement.]
OR
[(a) The Commission hereby informs you that the Commitment is reduced from [insert amount as of the date of Certificate] to [insert new amount], such reduction to be effective on ____________, ______. The Available Commitment is reduced from [insert amount as of the date of Certificate] to [insert new amount], such reduction to be effective on such date.
(b) Upon the foregoing reductions, the amount of the Commitment will not be less than the sum of (i) the principal amount of all Commercial Paper Notes Outstanding 4861-4697-3880.8

E-2

and (ii) the aggregate principal amount of all unpaid Advances and Term Loans due under the Agreement.]
The terms capitalized herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

4861-4697-3880.8

E-3

IN WITNESS WHEREOF, the Commission has executed and delivered this Notice this ______ day of ____________, ______.

Very truly yours,

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

By
Name
Title
4861-4697-3880.8

F-1

EXHIBIT F
2024 LIST OF CITY HOLIDAYS
(INCLUDING DAYS CITY IS OFFICIALLY CLOSED)
New Year’s Day – Monday, January 1, 2024
Dr. Martin Luther King, Jr. Day – Monday, January 15, 2024 President’s Day – Monday, February 19, 2024
Memorial Day – Monday, May 27, 2024
Juneteenth – Tuesday, June 19, 2024
Independence Day – Thursday, July 4, 2024
Labor Day – Monday, September 2, 2024
Indigenous Peoples Day, Italian American Heritage Day – Monday, October 7, 2024 Veterans Day – Monday, November 11, 2024
Thanksgiving Day and the Day After – Thursday, November 28, 2024 & Friday, November 29, 2024
Christmas Day – Wednesday, December 25, 2024
4861-4697-3880.8

G-1

EXHIBIT G

CITY REQUIREMENTS
(a) Tropical Hardwood and Virgin Redwood Ban. The City urges contractors not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product. (b) Nondiscrimination: Penalties.
(i) Bank Shall Not Discriminate . In the performance of this Agreement, the Bank agrees not to discriminate against any employee, City and County employee working with the Bank or subcontractor, applicant for employment with the Bank or subcontractor, or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations, on the basis of the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status, or association with members of such protected classes, or in retaliation for opposition to discrimination against such classes.
(ii) Subcontracts. The Bank shall incorporate by reference in all subcontracts made in fulfillment of its obligations hereunder the provisions of Sections 12B.2( a), 12B.2(c)-(k) and 12C.3 of the San Francisco Administrative Code and shall require all subcontractors to comply with such provisions. The Bank’s failure to comply with the obligations in this subsection shall constitute a material breach of this Agreement. (iii) Non-Discrimination in Benefits . The Bank does not as of the date of this Agreement and will not during the term of this Agreement, in any of its operations in San Francisco, on real property owned by San Francisco, or where work is being performed for the City elsewhere in the United States, discriminate in the provision of bereavement leave, family medical leave, health benefits, membership or membership discounts, moving expenses, pension and retirement benefits or travel benefits, as well as any benefits other than the benefits specified above, between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of such employees, where the domestic partnership has been registered with a governmental entity pursuant to state or local law authorizing such registration, subject to the conditions set forth in Section 12B.2(b) of the San Francisco Administrative Code. (iv) HRC Form . The Bank shall execute the “Chapter 12B Declaration:

Nondiscrimination in Contracts and Benefits” form (Form HRC-12B-101) with supporting documentation and secure the approval of the form by the San Francisco Human Rights Commission.
(v) Incorporation of Administrative Code Provisions by Reference . The provisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Section by reference and made a part of this Agreement as though fully set forth herein. The Bank shall comply fully with and be bound by all of the provisions 4861-4697-3880.8

G-2

that apply t o this Agreement under such Chapters of the San Francisco Administrative Code, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, the Bank understands that pursuant to Section 12B.2(h) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Agreement may be assessed against the Bank and/or deducted from any payments due the Bank; provided, however, that such damages shall not be set off against the payment of rental or other contract related to Commercial Paper Notes or other debt obligations of the City.
(c) Limitations on Contributions . Through execution of this Agreement, the Bank acknowledges that it is familiar with Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with the City, including the Commission, for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, or for a grant, loan or loan guarantee, from making any campaign contribution to (A) an individual holding a City elective office if the contract must be approved by the individual, a board on which that individual serves, or a board on which an appointee of that individual serves, (B) a candidate for the office held by such individual, or (C) a committee controlled by such individual, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or six months after the date the contract is approved. The Bank acknowledges that the foregoing restriction applies only if the contract or combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $50,000 or more. The Bank further acknowledges that the prohibition on contributions applies to each prospective party to the contract; each member of the Bank’s board of directors; the Bank’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 20 percent in the Bank; any subcontractor listed i n the bid or contract; and any committee that is sponsored or controlled by the Bank. Additionally, the Bank acknowledges that the Bank must inform each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126 of the City’s Campaign and Governmental Conduct Code. (d) MacBride Principles - Northern Ireland. Pursuant to San Francisco Administrative Code Section 12F.5, the City urges companies doing business in Northern Ireland to move towards resolving employment ine quities, and encourages such companies to abide by the MacBride Principles. The City urges San Francisco companies to do business with corporations that abide by the MacBride Principles. By signing below, the person executing this Agreement on behalf of the Bank acknowledges and agrees that he or she has read and understood this section. (e) Conflict of Interest. Through its execution of this Agreement, the Bank hereby acknowledges that it is familiar with the provision of Section 15.103 of the City’s Charter, Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which constitutes a vio lation of said provisions and agrees that it will immediately notify the City if it becomes aware of any such fact during the term of this Agreement. (f) Earned Income Credit (“EIC”) Forms. San Francisco Administrative Code section 12O requires that emplo yers provide their employees with IRS Form W -5 (The Earned Income 4861-4697-3880.8

G-3

Credit Advance Payment Certificate) and the IRS EIC Schedule, as set forth below. Employers can locate these forms at the IRS Office, on the Internet, or anywhere that Federal Tax Forms can be found.
(i) The Bank shall provide EIC Forms to each Eligible Employee at each of the following times: (A) within thirty days following the date on which this Agreement becomes effective (unless the Bank has already provided such EIC Forms at least once during the calendar year in which such effective date falls); (B) promptly after any Eligible Employee is hired by the Bank; and (C) annually between January 1 and January 31 of each calendar year during the term of this Agreement.
(ii) Failure to comply with any requirement contained in the immediately preceding paragraph shall constitute a material breach by the Bank of the terms of this Agreement. If, within thirty days after the Bank receives written notice of such a breach, the Bank fails to cure such breach or, if such breach cannot reasonably be cured within such period of thirty days, the Bank fails to commence efforts to cure within such period or thereafter fails to diligently pursue such cure to completion, the City may pursue any rights or remedies available under this Agreement or under applicable law. (iii) Any subcontract entered into by the Bank shall require the subcontractor to comply, as to the subcontractor’s Eligible Employees, with each of the terms of this Section.
(iv) Capitalized terms used in this Section and not defined in this Agreement shall have the meanings assigned to such terms in Section 12O of the San Francisco Administrative Code.
(g) Local Business Enterprise Utilization; Liquidated Damages. (i) The LBE Ordinance. The Bank shall comply with all the requirements of the Disadvantaged Business Enterprise Ordinance set forth in Chapter 14B of the San Francisco Administrative Code as it now exists or as it may be amended in the future (collectively the “LBE Ordinance”), provided such amendments do not materially increase the Bank’s obligations or liabilities, or materially diminish the Bank’s rights, under this Agreement. Such provisions of the LBE Ordinance are incorporated by reference and made a part of this Agreement as though fully set forth in this section. The Bank’s willful failure to comply with any applicable provisions of the LBE Ordinance is a material breach of the Bank’s obligations under this Agreement and shall entitle City, subject to any applicable notice and cure provisions set forth in this Agreement, to exercise any of the remedies provided for under this Agreement, under the LBE Ordinance or otherwise available at law or in equity, which remedies shall be cumulative unless this Agreement expressly provides that any remedy is exclusive. In addition, the Bank shall comply fully with all other applicable local, state and federal laws prohibiting discrimination and requiring equal opportunity in contracting, including subcontracting. (ii) Compliance and Enforcement. If the Bank willfully fails to comply with any of the provisions of the LBE Ordinance, the rules and regulations implementing the 4861-4697-3880.8

G-4

LBE Ordinance, or the provisions of this Agreement pertaining to LBE participation, the Bank shall be liable for liquidated damages in an amount equal to the Bank’s net profit on this Agreement, or 10% of the total amount of this Agreement, or $1,000, whichever is greatest. The Director of the City’s Human Rights Commission or any other public official authorized to enfo rce the LBE Ordinance (separately and collectively, the “Director of HRC”) may also impose other sanctions against the Bank authorized in the LBE Ordinance, including declaring the Bank to be irresponsible and ineligible to contract with the City for a period of up to five years or revocation of the Bank’s LBE certification. The Director of HRC will determine the sanctions to be imposed, including the amount of liquidated damages, after investigation pursuant to the San Francisco Administrative Code Section 14B.17.

The Bank agrees to maintain records necessary for monitoring its compliance with the LBE Ordinance for a period of three years following termination or expiration of this Agreement , and shall make such records available for audit and inspection by the Director of HRC or the Controller upon request.
(h) Drug-Free Workplace Policy. The Bank acknowledges that pursuant to the Federal Drug-Free Workplace Act of 1989, the unlawful manufa cture, distribution, dispensation, possession, or use of a controlled substance is prohibited on Commission or City premises. The Bank agrees that any violation of this prohibition by the Bank, its employees, agents or assigns will be deemed a material breach of this Agreement.
(i) Compliance with Americans with Disabilities Act. The Bank acknowledges that, pursuant to the Americans with Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor, must be accessible to the disabled public. The Bank shall provide the services specified in this Agreement in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation. The Bank agrees not to discriminate against disabled persons in the provision of services, benefits or activities provided under this Agreement and further agrees that any violation of this prohibition on the part of the Bank, its em ployees, agents or assigns will constitute a material breach of this Agreement.
(j) Sunshine Ordinance . In accordance with San Francisco Administrative Code Section 67.24(e), contracts, contractors’ bids, responses to solicitations and all other records o f communications between the Commission or the City and persons or firms seeking contracts, shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person or organization’s net worth or other proprietary financial data submitted for qualification for a contract or other benefit until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request. 4861-4697-3880.8

G-5

(k) Requiring Minimum Compensation for Covered Employees. (i) The Bank agrees to comply fully with and be bound by all of the provisions of the Minimum Compensation Ordinance (“MCO”), as set forth in San Francisco Administrative Code Chapter 12P (“Chapter 12P”), including the remedies provided, and implementing guidelines and rules. The provisions of Chapter 12P are incorporated herein by reference and made a part of this Agreement as though fully set forth. The text of the MCO is available on the web at www.sfgov.org/olse/mco. A partial listing of some of the Bank’s obligations under the MCO is set forth in this Section. The Bank is required to comply with all the provisions of the MCO, irrespective of this listing of obligations in this Section.
(ii) The MCO requires the Bank to pay the Bank’s employees a minimum hourly gross compensation wage rate and to provide minimum compensated and uncompensated time off. The minimum wage rate may change from year to year and the Bank is obligated to keep informed of the then- current requirements. Any subcontract entered into by the Bank shall require the subcontractor to comply with the requirements of the MCO and shall contain contractual obligations substantially the same as those set forth in this Section. It is the Bank’s obligation to ensure that any subcontractors of any tier under this Agreement comply with the requirements of the MCO. If any subcontractor under this Agreement fails to comply, City may pursue any of the remedies set forth in this Section against the Bank.
(iii) The Bank shall not take adverse action or otherwise discriminate against an employee or other person for the exercise or attempted exercise of rights under the MCO.

The procedures governing the assessment of liquidated damages shall be those set forth in Section 12P.6.2 of Chapter 12P.
(vii) The Bank understands and agrees that if it fails to comply with the requirements of the MCO, the City shall have the right to pursue any rights or remedies 4861-4697-3880.8

G-6

available under Chapter 12P (including liquidated damages), under the terms of the contract, and under applicable law. If, within 30 days after receiving written notice of a breach of this Agreement for violating the MCO, the Bank fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the Bank fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, the City shall have the right to pursue any rights or remedies available under applicable law, including those set forth in Section 12P.6(c) of Chapter 12P. Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to the City.
(viii) The Bank represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the MCO. (ix) The City may conduct random audits of the Bank. Random audits shall be (A) noticed in advance in writing; (B) limited to ascertaining whether Covered Employees are paid at least the minimum compensation required by the MCO; (C) accomplished through an examination of pertinent records at a mutually agreed upon time and location within ten days of the written notice; and (D) limited to one audit of the Bank every two years for the duration of this Agreement. Nothing in this Agreement is intended to preclude the City from investigating any report of an alleged violation of the MCO. (l) Requiring Health Benefits for Covered Employees. Unless exempt, the Bank agrees to comply fully with and be bound by all of the provisions of the Health Care Accountability Ordinance (“HCAO”), as set forth in San Francisco Administrative Code Chapter 12Q, including the remedies provided, and implementing regulations, as the same may be amended from time to time. The provisions of Chapter 12Q are incorporated herein by reference and made a part of this Agreement as though fully set forth herein. The text of the HCAO is available on the web at http://www.sfgov.org/lwlh.htm. Capitalized terms used in this Section and not defined in this Agreement shall have the meanings assigned to such terms in Chapter 12Q. (i) For each Covered Employee, the Bank shall provide the appropriate health benefit set forth in Section 12Q.3 of the HCAO. If the Bank chooses to offer the health plan option, such health plan shall meet the minimum standards set forth by the San Francisco Health Commission.
(ii) Notwithstanding the above, if the Bank is a small business as defined in Section 12Q.3(d) of the HCAO, it shall have no obligation to comply with part (i) above. (iii) The Bank’s failure to comply with the HCAO shall constitute a material breach of this Agreement. The City shall notify the Bank if such a breach has occurred. If, within 30 days after receiving City’s written notice of a breach of this Agreement for violating the HCAO, the Bank fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the Bank fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, City shall have the right to pursue the remedies set forth in Section 12Q.5(f)(1-5). Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to City.
4861-4697-3880.8

G-7

(iv) Any subcontract entered into by the Bank shall require the subcontractor to comply with the require ments of the HCAO and shall contain contractual obligations substantially the same as those set forth in this Section. The Bank shall notify City’s Office of Contract Administration when it enters into such a subcontract and shall certify to the Office of Contract Administration that it has notified the subcontractor of the obligations under the HCAO and has imposed the requirements of the HCAO on subcontractor through the subcontract. The Bank shall be responsible for its subcontractors’ compliance with this Chapter. If a subcontractor fails to comply, the City may pursue the remedies set forth in this Section against the Bank based on the subcontractor’s failure to comply, provided that City has first provided the Bank with notice and an opportunity to obtain a cure of the violation.
(v) The Bank shall not discharge, reduce in compensation, or otherwise discriminate against any employee for notifying City with regard to the Bank’s noncompliance or anticipated noncompliance with the requirements of the HC AO, for opposing any practice proscribed by the HCAO, for participating in proceedings related to the HCAO, or for seeking to assert or enforce any rights under the HCAO by any lawful means.
(vi) The Bank represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the HCAO. (vii) The Bank shall maintain employee and payroll records in compliance with the California Labor Code and Industrial Welfare Commission orders, including the number of hours each employee has worked on the City Contract. (viii) The Bank shall keep itself informed of the current requirements of the HCAO.
(ix) The Bank shall provide reports to the City in accordance with any reporting standards promulgated by the City under the HCAO, including reports on subcontractors and subtenants, as applicable.
(x) The Bank shall provide City with access to records pertaining to compliance with HCAO after receiving a written request from City to do so and being provided at least ten business days to respond.
(xi) The Bank shall allow City to inspect the Bank’s job sites and have access to the Bank’s employees in order to monitor and determine compliance with HCAO. (xii) The City may conduct random audits of the Bank to ascertain its compliance with HCAO. The Bank agrees to cooperate with City when it conducts such audits. (xiii) If the Bank is exempt from the HCAO when this Agreement is executed because its amount is less than $25,000 ($50,000 for nonprofits), but the Bank later enters into an agreement or agreements that cause the Bank’s aggregate amount of all agreements with City to reach $75,000, all the agreements shall be thereafter subject to the HCAO.

This obligation arises on the effective date of the agreement that causes the cu mulative 4861-4697-3880.8

G-8

amount of agreements between the Bank and the City to be equal to or greater than $75,000 in the fiscal year.
(m) Prohibition on Political Activity with City Funds. In accordance with San Francisco Administrative Code Chapter 12.G, the Bank may not participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure (collectively, “Political Activity”) in the performance of the services provided under this Agreement. The Bank agrees to comply with S an Francisco Administrative Code Chapter 12.G and any implementing rules and regulations promulgated by the City’s Controller. The terms and provisions of Chapter 12.G are incorporated herein by this reference. In the event the Bank violates the provisions of this section, the City may, in addition to any other rights or remedies available hereunder, (i) terminate this Agreement, and (ii) prohibit the Bank from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not consider the Bank’s use of profit as a violation of this section.
(n) Graffiti Removal. Graffiti is detrimental to the health, safety and welfare of the community in that it promotes a perception in the community that the laws protecting public and private property can be disregarded with impunity. This perception fosters a sense of disrespect of the law that results in an increase in crime; degrades the community and leads to urban blight; is detrimental to property values, business opportunities and the enjoyment of life; is inconsistent with the City’s property maintenance goals and aesthetic standards; and results in additional graffiti and in other properties becoming the target of graffiti unless it is quickly removed from public and private property. Graffiti results in visual pollution and is a public nuisance. Graffiti must be abated as quickly as possible to avoid detrimental impacts on the City and its residents, and to prevent the further spread of graffiti.

The Bank shall remove all graffiti from any real property owned or leased by such Bank in the City and County of San Francisco within forty eight (48) hours of the earlier of such Bank’s (i) discovery or notification of the graffiti or (ii) receipt of notification of the graffiti fro m the Department of Public Works. This Section is not intended to require any Bank to breach any lease or other agreement that it may have concerning its use of the real property. The term “graffiti” means any inscription, word, figure, marking or design that is affixed, marked, etched, scratched, drawn or painted on any building, structure, fixture or other improvement, whether permanent or temporary, including by way of example only and without limitation, signs, banners, billboards and fencing surrounding construction sites, whether public or private, without the consent of the owner of the property or the owner’s authorized agent, and which is visible from the public right- of-way. “Graffiti” shall not include: (A) any sign or banner that is authorized by, and in compliance with, the applicable requirements of the San Francisco Public Works Code, the San Francisco Planning Code or the San Francisco Building Code; or (B) any mural or other painting or marking on the property that is protected as a work of fine art under the California Art Preservation Act (California Civil Code Sections 987 et seq.) or as a work of visual art under the Federal Visual Artists Rights Act of 1990 (17 U.S.C. Section 101 et seq.).

Any failure of the Bank to comply with this Se ction of this Agreement shall constitute a material breach of this Agreement.
4861-4697-3880.8

G-9

(o) Food Service Waste Reduction Requirements . The Bank agrees to comply fully with and be bound by all of the provisions of the Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including the remedies provided, and implementing guidelines and rules. The provisions of Chapter 16 are incorporated herein by reference and made a part of this Agreement as though fully set forth. This provision is a material term of this Agreement. By entering into this Agreement, the Bank agrees that if it breaches this provision, the City will suffer actual damages that will be impractical or extremely difficult to determine; further, the Bank agrees that the sum of one hundred dollars ($100) liquidated damages for the first breach, two hundred dollars ($200) liquidated damages for the second breach in the same year, and five hundred dollars ($500) liquidated damages for subsequent breaches in the same year is reasonable estimate of the damage that the City will incur based on the violation, established in light of the circumstances existing at the time this Agreement was made. Such amount shall not be considered a penalty, but rather agreed monetary damages sustained by the City because of such Bank’s failure to comply with this provision. (p) Preservative-treated Wood Containing Arsenic . The Bank may not purchase preservative-treated wood products containing arsenic in the performance of this Agreement unless an exemption from the requirements of Chapter 13 of the San Francisco Environment Code is obtained from the Department of the Environment under Section 1304 of the Code. The term “preservative-treated wood containing arsenic” shall mean wood t reated with a preservative that contains arsenic, elemental arsenic, or an arsenic copper combination, including, but not limited to, chromated copper arsenate preservative, ammoniacal copper zinc arsenate preservative, or ammoniacal copper arsenate preser vative. The Bank may purchase preservative -treated wood products on the list of environmentally preferable alternatives prepared and adopted by the Department of the Environment. This provision does not preclude the Bank from purchasing preservative-treated wood containing arsenic for saltwater immersion. The term “saltwater immersion” shall mean a pressure-treated wood that is used for construction purposes or facilities that are partially or totally immersed in saltwater.
(q) Nondisclosure of Private Information. The Bank agrees to comply fully with and be bound by all of the provisions of Chapter 12M of the San Francisco Administrative Code (the “Nondisclosure of Private information Ordinance ”), including the remedies provided. The provisions of the Nondisclosure of Private Information Ordinance are incorporated herein by reference and made a part of this Agreement as though fully set forth. Capitalized terms used in this section and not defined in this Agreement shall have the meanings assigned to s uch terms in the Nondisclosure of Private Information Ordinance. Consistent with the requirements of the Nondisclosure of Private Information Ordinance, the Bank agrees to all of the following:
(i) Neither the Bank nor any of its Subcontractors shall disc lose Private Information obtained from the City in the performance of this Agreement to any other Subcontractor, person, or other entity, unless one of the following is true:
(1) the disclosure is authorized by this Agreement;
(2) the Bank received advance written approval from the Contracting Department to disclose the information; or
4861-4697-3880.8

G-10

(3) the disclosure is required by law or judicial order. (ii) Any disclosure or use of Private Information authorized by this Agreement shall be in accordance with any condit ions or restrictions stated in this Agreement. Any disclosure or use of Private Information authorized by a Contracting Department shall be in accordance with any conditions or restrictions stated in the approval. (iii) Private Information shall mean any information that: (1) could be used to identify an individual, including without limitation, name, address, social security number, medical information, financial information, date and location of birth, and names of relatives; or (2) the law forbids any person from disclosing. (iv) Any failure of the Bark to comply with the Nondisclosure of Private Information Ordinance shall be a material breach of this Agreement. In such an event, in addition to any other remedies available to it under equity or law, the City may terminate this Agreement, debar the Bank, or bring a false claim action against the Bank. (r) Proprietary or Confidential Information of City. The Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confi dential nature of such Information and instructed to keep such Information confidential) (collectively, “Representatives”), (b) to the extent required or requested by any regulatory authority (including by any self -regulatory having jurisdiction or claimin g to have jurisdiction over the Bank or its Representatives), (c) to the extent required by applicable laws, rule, judicial order or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with t he exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the City and its obligations, (g) with the consent of the City or (h) to the extent such Information (i) is or becomes publicly available other than as a result of a breach of this Section by the Bank or its Representatives (ii) becomes available to the Bank or its Representatives on a nonconfidential basis from a source other than the City, (iii) has been or is subsequently independently conceived or developed by the Bank or its Representatives without reference to the Information or (iv) was within the Bank or its Representatives’ possession prior to its disclosure by or on behalf of the City to the Bank or its Representatives’ pursuant hereto. For the purposes of this Section, “ Information” means all information received from the City relating to the City or its business, other than any such information that is available to the Bank on a nonconfidential basis prior to disclosure by the City; provided that, in the case of information received from the City after the date hereof, such information is clearly identified a t the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care t o maintain the confidentiality of such Information as such Person would accord to its own confidential information.
4861-4697-3880.8

G-11

(s) Submitting False Claims; Monetary Penalties . Pursuant to San Francisco Administrative Code Section 21.35, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for three times the amount of damages which the City sustains because of the false claim. A contractor, subcontractor or consultant who submits a false claim shall also be liable to the City for the costs, including attorneys’ fees, of a civil action brought to recover any of those penalties or damages, and may be liable to the City for a civil penalty of up to $10,000 for each false claim. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant: (i) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (ii) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (iii) conspires to defraud the City by getting a false claim allowed or paid by the City; (iv) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (v) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim. (t) Subcontracting. Except as otherwise provided in this Agreement, the Bank is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is first approved by City in writing. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. An agreement made in violation of this provision shall confer no rights on any party and shall be null and void.
(u) Non-Waiver of Rights . The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.
(v) City a Third Party Beneficiary . The City is hereby designated as a third party beneficiary for the purpose of enforcing all of the obligations of the Bank contained in this Exhibit G to this Agreement.
4861-4697-3880.8

H-1-1

EXHIBIT H-1

FORM OF EOD NO-ISSUANCE NOTICE
Public Utilities Commission of the City and County of San Francisco 525 Golden Gate Ave.
13th Floor
San Francisco, CA 94102
Attention: Chief Finance Officer
U.S. Bank Trust Company, National Association
Corporate Trust Services
100 Wall Street
Suite 600
New York, NY 10005
Attention: Michelle Lee
Re: Revolving Credit and Term Loan Agreement, dated as of August _, 2024 Ladies and Gentlemen:

Pursuant to Section 8.2(c) of the Revolving Credit and Term Loan Agreement dated as of August_,2024 (as amended and supplemented from time to time, the “ Agreement”), by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “ Commission”), and BANK
OF AMERICA, N.A. (the “Bank ”), the Bank
hereby notifies you that:
(a) an Event of Default of the type set forth in clause _____ of Section 8.1 of the Agreement has occurred and is continuing;
(b) the Commitment is hereby reduced to the principal amount of Subseries A- 6 Notes and Subseries A-6-T Notes currently Outstanding; (c) on the maturity date of each such Subseries A-6 Note and Subseries A-6-T Note, after any Advance required to pay such Subseries A -6 Note and Subseries A -6-T Note is made, the Commitment shall be reduced further by an amount equal to the principal amount of such Subseries A-6 Note and Subseries A-6-T Note; and (d) upon the last maturity date of all such Subseries A -6 Notes and Subseries A-6-T Notes, after any Advance required to pay Subseries A-6 Notes and Subseries A-6¬T Notes maturing on such date is made, the Commitment shall be terminated.

4861-4697-3880.8

H-1-2

The terms capitalized herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Very truly yours,
BANK OF AMERICA, N.A.

By
Name
Title
4861-4697-3880.8

H-2-1

EXHIBIT H-2

FORM OF SUBORDINATED BONDS

NO-ISSUANCE NOTICE
Public Utilities Commission of the City and County of San Francisco 525 Golden Gate Ave.
13th Floor
San Francisco, CA 94102
Attention: Chief Finance Officer
U.S. Bank Trust Company, National Association
Corporate Trust Services
100 Wall Street
Suite 600
New York, NY 10005
Attention: Michelle Lee
Re: Revolving Credit and Term Loan Agreement, dated as of August _, 2024 Ladies and Gentlemen:

Pursuant to Section 2.13 of the Revolving Credit and Term Loan Agreement dated as of August _, 2024 (as amended and supplemented from time to time, the “ Agreement”), by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “ Commission”), and BANK
OF AMERICA, N.A. (the “Bank ”), the Bank
hereby notifies you that:
(a) the Commission has issued Subordinated Wastewater Bonds; (b) the Commitment is hereby reduced to the principal amount of Subseries A- 6 Notes and Subseries A-6-T Notes currently Outstanding; (c) on the maturity date of each such Subseries A-6 Note and Subseries A-6-T Note, after any Advance required to pay such Subseries A -6 Note and Subseries A -6-T Note is made, the Commitment shall be reduced further by an amount equal to the principal amount of such Subseries A-6 Note and Subseries A-6-T Note; and (d) upon the last maturi ty date of all such Subseries A -6 Notes and Subseries A-6-T Notes, after any Advance required to pay Subseries A-6 Notes and Subseries A-6¬T Notes maturing on such date is made, the Commitment shall be terminated.

4861-4697-3880.8

H-2-2

The terms capitalized herein but not oth erwise defined herein shall have the meanings assigned to them in the Agreement.

Very truly yours,
BANK OF AMERICA, N.A.

By
Name
Title
4861-4697-3880.8

I-1

EXHIBIT I

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO

CERTIFICATE REGARDING CONDITIONS PRECEDENT TO A TERM LOAN The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) hereby provides this Certificate, dated as of the [__________, 20___], the Term Loan Date, to the Bank (as defined below), in connection with its request for a Term Loan as required by Section 3.3(d) of the Revolving Credit and Term Loan Agreement, dated as of _________, 2024 (as amended and supplemented from time to time, the “ Agreement”), by and between the Commission and BANK OF AMERICA, N.A. (the “Bank”). All capitalized terms utilized herein and not defined herein shall have the meaning set forth in the Agreement.

In order to induce the Bank to make a Term Loan under the Agreement, the Commission represents and warrants, as of the date hereof as follows:

1. The undersigned is an Authorized Representative of the Commission.

2. The Commission is in compliance with Sections 3.3(a) and (c) of the Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Certificate Regarding Conditions Precedent to a Term Loan as of the date first above written.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
Name
Title
4861-4697-3880.8

J-1

EXHIBIT J

WASTEWATER BOND INDENTURE

EXAMPLE ADDITIONAL BONDS CERTIFICATE AND EXAMPLE REPORT

FORM OF CERTIFICATE REGARDING ISSUANCE OF
WASTEWATER REVENUE BONDS:
$__________

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS
$__________ $__________ $__________
20___ SERIES ___ 20___ SERIES ___ 20___ SERIES ___

CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS
The Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 20___ Series ___, 20___ Series ___ and 20___ Series ___ (collectively, the “Bonds”) in the aggregate principal amount of $__________, have been issued pursuant to an Indenture (the “ Original Indenture”), dated as of January 1, 2003, by and between the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented and amended to date, including as supplemented by the __________ Supplemental Indenture (the “ __________ Supplemental Indenture”) and the __________ Supplemental Indenture (the “ __________ Supplemental Indenture ”), each dated as of __________ 1, 20___, each by and between the Commission and the Trustee. (The Original Indenture as amended and supplemented to date is referred to herein as the “Indenture”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Pursuant to Sections 3.05(f) of the Indenture, the undersigned, on behalf of the Commission, solely in their offi cial and not in their personal capacities, certify as follows:
(a) We have read the provisions of Sections 3.05 and 3.07 of the Indenture and the definitions of the terms used or referenced therein or relating thereto, and we have made or caused to be made such examination or investigation as is necessary to enable us to express an informed opinion as to the matters required thereby, and in our opinion this certificate satisfies the requirements of Sections 3.05 and 3.07 of the Indenture. (b) No Event of Default has occurred and is continuing under the Indenture and no event has occurred which, but for the passage of time or the giving of notice, would constitute an Event of Default under the Indenture.
(c) The aggregate principal amount of bonds, including the Bonds, issued under the Indenture does not exceed any limitation imposed by law or by any Supplemental Indenture.
4861-4697-3880.8

J-2

(d) Set forth in Exhibit A hereto are estimates for each of the next three Fiscal Years and for the three Fiscal Years following the Fiscal Year in which AECOM Technical Services, Inc., Consulting Engineers to the Commission (the “ Consulting Engineers ”), estimate the projects funded with proceeds from the Bonds will be completed (as set forth in the Certificate of the Consulting Engineer s attached hereto as Exhibit B) of:
(i) Revenues, (ii) Operation and Maintenance Costs of the Enterprise, (iii) Net Revenues and (iv) Annual Debt Service, which demonstrate that the estimated Net Revenues in each such Fiscal Year is at least equal to 1.25 times the Annual Debt Service for such respective Fiscal Years.

[END OF CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS] 4861-4697-3880.8

[Signature page to Certificate Regarding Issuance of Additional Bonds]

J-3

IN WITNESS WHEREOF, the undersigned have executed this Certificate Regarding Issuance of Additional Bonds as of this _____ day of __________, 20___.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
Name
Title
By
Name
Title
4861-4697-3880.8

J-4

EXHIBIT A

TO CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS

ESTIMATE OF REVENUES

ANNUAL DEBT SERVICE, AND

RESULTING COVERAGE RATIO
(FISCAL YEARS 20__-__ THROUGH 20__-__)
FISCAL
YEAR

ESTIMATED

REVENUES

ESTIMATED

OPERATION
AND

MAINTENANCE
COSTS

ESTIMATED
NET

REVENUES

ESTIMATED
ANNUAL
DEBT

SERVICE

COVERAGE
RATIO

ESTIMATE OF REVENUES

ANNUAL DEBT SERVICE, AND

RESULTING COVERAGE RATIO
(FISCAL YEARS 20__-__ THROUGH 20__-__)
FISCAL
YEAR

ESTIMATED

REVENUES

ESTIMATED

OPERATION
AND

MAINTENANCE
COSTS

ESTIMATED
NET

REVENUES

ESTIMATED
ANNUAL
DEBT

SERVICE

COVERAGE
RATIO

4861-4697-3880.8

J-5

EXHIBIT B

TO CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS
[REPORT OF CONSULTING ENGINEER ATTACHED]

4861-4697-3880.8

J-6

CERTIFICATE OF THE CONSULTING ENGINEERS
PURSUANT TO SECTION 3.05(F)(I) OF THE INDENTURE
This Certificate has been prepared by AECOM Technical Services, Inc. (the “Consulting Engineers”) at the request of the Public Utilities Commission of the City and County of San Francisco (the “Commission ”) in connection with the issuance of the Commission’s Wastewater Revenue Bonds, 20___ Series ___, 20___ Series ___ and 20___ Series ___ (collectively, the “Bonds”) to comply with the requirements of Section 3 .05(f)(1) of the indenture, dated January 1, 2003, as amended and supplemented, including as supplemented by that certain __________ Supplemental Indenture, dated as of __________ 1, 20___, and by that certain __________ Supplemental Indenture, dated as of __________ 1, 20___, each by and between the Commission and U.S. Bank Trust Company, National Association (collectively, the “Indenture”), The findings and conclusions set forth in this Certificate are based on Consulting Engineers’ consultation with certain employees of the Commission. The conclusions contained below constitute only the opinion of Consulting Engineers, and Consulting Engineers have relied on various background documents, statements and other information supplied by the Commission, its employees and other consultants, which information Consulting Engineers has assumed (without independently verifying) to be accurate and reliable.

Based upon its review as described below, Consulting Engineers conclude the following with respect to the portion of Bond proceeds being used to finance the construction of the 20___ Series ___ Project, the 20___ Series ___ Project and the 20___ Series ___ Project (each as defined in the Indenture and, collectively, the “Project”):

1. An estimate of the completion date of the Project for which the Bonds are being issued is __________.

2. An estimate of the cost of construction of the Project being financed with the Bonds is $__________.

Dated: __________, 20
AECOM TECHNICAL SERVICES, INC.

By:

Name:

Title:

4861-4697-3880.8

J-7

CERTIFICATE OF THE CONSULTING ENGINEERS
IN CONNECTION WITH SECTION 8B.124 OF THE CHARTER OF THE CITY AND

COUNTY OF SAN FRANCISCO AND THE INDENTURE OF THE SAN FRANCISCO

PUBLIC UTILITIES COMMISSION (SFPUC) AUTHORIZING THE SALE OF

WASTEWATER REVENUE BONDS AND / OR OTHER FORMS OF INDEBTEDNESS,

Proposition E requires certification by an independent consulting engineer that, among other things, “(i) the Projects to be financed with proceeds of bonds under Proposition E, including the prioritization, scheduling and cost estimates thereof, meet generally accepted utility standards.” Section A below includes projects in the Sewer System Improvement Program (SSIP) and other portions of the Wastewater Enterprise’s capital program, and certifies that (i) the anticipated projects to be financed by the proposed Revenue Bonds and/or Commercial Paper Notes (the “Notes”), or State and Federal loans including the prioritization, cost estimates and scheduling, meet generally accepted utility standards.
• The findings and conclusions in this Certificate are based on AECOM’ s review of the following Documents, references and data provided by the SFPUC:
• Wastewater Enterprise Capital Improvement Program Quarterly Report – (Q___, FY 20___-___), dated __________, 20___.
• Wastewater Enterprise Revenue Bonds and Other Forms of Indebtedness – FY 20___-___ and FY 20___- ___ Capital Improvement Projects (Attachment A, as included with the Environmental Planning Certification date __________, 20___). • Discussions with SFPUC staff.

2. The Documents contain information about the current status of the Projects, including estimated completion dates and the cost of completion of such Projects.

While developing the Certificate, AECOM reviewed the Documents, references and data and consulted with SFPUC staff. This Certification of the CIP is based on the information provided by the SFPUC. The conclusions and observations contained herein constitute only the opinions of AECOM. The various background documents, statements, and other information supplied by the SFPUC, its employees, and other consultants have been relied upon as being accurate in the performance of these analyses; however, no assurances are given nor warranties implied by AECOM as to the accuracy of such information. AECOM makes no certification and gives no assurances except as explicitly set forth in this document. 4861-4697-3880.8

Attachment A
Wastewater Enterprise Revenue Bonds and Other Fauns of Indebtedness FY 20___-___ and FY 20___-___ Capital Improvement Projects

J-8

SECTION A: CERTIFICATION OF [SSIP AND WF&I]
AECOM’ s review of the Documents, references and data for Section A included a “programmatic approach” such that AECOM certifies that the revenue bonds and/or commercial paper proceeds or state or federal loans are intended to be used by the SFPUC to fund the capital projects included in the Wastewater Enterprise’s [ SSIP] and other portions of the Wastewater Enterprise’s capital program. Projects may be moved on or off the CIP list, modified, delayed or accelerated as necessary due to scheduling, budgeting, or other constraints.

Dated this _____ day of __________, 20___
AECOM TECHNICAL SERVICES, INC.

By:

Name:

Title:
4861-4697-3880.8

J-9

SCHEDULE I

ESTIMATED COMPLETION DATE AND COST OF CONSTRUCTION OF PROJECT Reference the following:
• Attachment A for the list of projects
• Wastewater Enterprise Capital Improvement Program Quarterly Report – (Q___, FY 20___-___), dated __________, 20___ for the estimated completion date and project costs

4861-4697-3880.8

J-10

FORM OF CERTIFICATE REGARDING ISSUANCE OF
WASTEWATER REVENUE BONDS:
$__________

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS
$__________ $__________ $__________
20___ SERIES ___ 20___ SERIES ___ 20___ SERIES ___

CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS
The Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 20___ Series ___, 20___ Series ___ and 20___ Series ___ (collectively, the “Bonds”) in the aggregate principal amount of $__________, have been issued pursuant to an Indenture (the “ Original Indenture”), dated as of January 1, 2003, by and between the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented and amended to date, including as supplemented by the __________ Supplemental Indenture (the “ __________ Supplemental Indenture”) and the __________ Supplemental Indenture (the “ __________ Supplemental Indenture ”), each dated as of __________ 1, 20___, each by and between the Commission and the Trustee. (The Original Indenture as amended and supplemented to date is referred to herein as the “Indenture ”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Pursuant to Sections 3.05(f) of the Indenture, the undersigned, on behalf of the Commission, solely in their off icial and not in their personal capacities, certify as follows:
(a) We have read the provisions of Sections 3.05 and 3.07 of the Indenture and the definitions of the terms used or referenced therein or relating thereto, and we have made or caused to be mad e such examination or investigation as is necessary to enable us to express an informed opinion as to the matters required thereby, and in our opinion this certificate satisfies the requirements of Sections 3.05 and 3.07 of the Indenture. (b) No Event of Default has occurred and is continuing under the Indenture and no event has occurred which, but for the passage of time or the giving of notice, would constitute an Event of Default under the Indenture.
(c) The aggregate principal amount of bonds, including the Bonds, issued under the Indenture does not exceed any limitation imposed by law or by any Supplemental Indenture.
(d) [Test in Section 3.05(f)(ii)(1)] [The Net Revenues for [the most recent Fiscal Year for which audited financial statements are available (the fiscal year ended __________, 20___)][the consecutive twelve calendar month period ended on [__________], 2021, which period is within the eighteen calendar month period preceding the date of the issuance of the Bonds], produced a sum equal to at least one 4861-4697-3880.8

J-11

hundred twenty-five percent (125%) of the Annual Debt Service for the current Fiscal Year (the fiscal year ending __________, 20___) (calculated as of the date of sale of, and including, the Bonds), as set forth in Exhibit A attached hereto, such calculations being made in accordance with the provisions of the Indenture.] or [Test in Section 3.05(f)(ii)(2)] [The Net Revenues projected by the Commission for each of the next three Fiscal Years, including any amounts projected to be received from any adopted rate increases and fund balances of the Commission which are projected to be available for the payment of Debt Service (but excluding the Bond Reserve Fund), produced a sum equal to at least one hundred twenty -five percent (125%) of the Annual Debt Service (calculated as of the date of sale of, and including, the Bonds) in each of such Fiscal Years, as set forth in Exhibit A hereto, such calculations being made in accordance with the provisions of the Indenture.]

[END OF CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS] 4861-4697-3880.8

[Signature page to Certificate Regarding Issuance of Additional Bonds]

J-12

IN WITNESS WHEREOF, the undersigned have executed this Certificate Regarding Issuance of Additional Bonds as of this _____ day of __________, 20___.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
Name
Title
By
Name
Title
4861-4697-3880.8

J-13

EXHIBIT A

TO CERTIFICATE REGARDING ISSUANCE OF ADDITIONAL BONDS
[Test in Section 3.05(f)(ii)(1)]
Net Revenues for [fiscal year ended __________, 20___] or [the consecutive twelve calendar month period ended __________, 20___]
$[__________]
Annual Debt Service for fiscal year ending __________, 20___ $[__________] Net Revenues as a percent of Annual Debt Service [_____]%

[Test in Section 3.05(f)(ii)(2)]

ESTIMATE OF REVENUES

ANNUAL DEBT SERVICE, AND

RESULTING COVERAGE RATIO
(FISCAL YEARS 20__-__ THROUGH 20__-__)
FISCAL
YEAR

ESTIMATED

REVENUES

ESTIMATED

OPERATION
AND

MAINTENANCE
COSTS

ESTIMATED
NET

REVENUES

ESTIMATED
ANNUAL
DEBT

SERVICE

COVERAGE
RATIO

4861-4697-3880.8

J-14

FORM OF CERTIFICATE REGARDING ISSUANCE OF PARITY LOANS:

PUBLIC UTILITIES COMMISSION

CERTIFICATE REGARDING ENTERING INTO PARITY LOANS

PURSUANT TO WASTEWATER INDENTURE
The Public U tilities Commission of the City and County of San Francisco (the “Commission”) has entered into that certain Installment Sale Agreement, with an eligible start date of __________, by and between the Commission and the California State Water Resources Control Board (the “ SWB”), securing that certain state revolving loan relating to Clean Water State Revolving Fund (“CWSRF”) Project No. ____-___ evidenced thereby; that certain Installment Sale Agreement, with an eligible start date of __________, by and betwe en the Commission and the SWB, securing that certain state revolving loan relating to CWSRF Project No. ____- ___ evidenced thereby; and, that certain Installment Sale Agreement, with an eligible start date of __________, by and between the Commission and the SWB, securing that certain state revolving loan relating to CWSRF Project No. ____ -___ (collectively, the “Parity State Loans”) evidenced thereby and each made by the SWB to the Commission to finance certain projects benefiting the wastewater Enterprise (as such term in defined in the Indenture, dated as of January 1, 2003, by and between the Commission and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as previously supplemented and amended, and as further supplemented and am ended by the Fifth Supplemental Indenture, dated as of September 14, 2017, and the Sixth Supplemental Indenture, dated as of July 1, 2018, by and between the Commission and the Trustee (referred to herein as the “Wastewater Indenture”). [DESCRIBE PARITY FEDERAL LOANS] Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Wastewater Indenture. Pursuant to Section 3.08 of the Wastewater Indenture, the undersigned, on behalf of the Commission, solely in their official and not in their personal capacities, certify as follows:
(a) We have read the provisions of Section 3.08 of the Wastewater Indenture and the definitions of the terms used or referenced therein or relating thereto, and we have made or caused to be made such examination or investigation as is necessary to enable us to express an informed opinion as to the matters required thereby, and in our opinion this certificate satisfies the requirements of Section 3.08 of the Wastewater Indenture. (b) No Event of Default has occurred and is continuing under the Wastewater Indenture or any Supplemental Indenture and no event has occurred which, but for the 4861-4697-3880.8

J-15

passage of time or the giving of notice, would constitute an Event of Default under the Wastewater Indenture or any Supplemental Indenture.
(c) Set forth in Exhibit A hereto are estimates for each of the next three Fiscal Years of: (i) Revenues, (ii) Operation and Maintenance Costs of the Enterprise, (iii) Net Revenues (together with any fund balances of the Com mission available for the payment of Debt Service, but excluding the Bond Reserve Fund, and (iv) Annual Debt Service, which demonstrate that the estimated Net Revenues (together with any fund balances of the Commission available for the payment of Debt Ser vice, but excluding the Bond Reserve Fund) in each of such Fiscal Years is at least equal to 1.25 times the Annual Debt Service for such respective Fiscal Years.

[END OF CERTIFICATE REGARDING ENTERING INTO PARITY LOANS PURSUANT TO WASTEWATER INDENTURE]
4861-4697-3880.8

[Signature Page to Certificate Regarding Entering into Parity Loans Pursuant to Wastewater Indenture]

J-16

IN WITNESS WHEREOF, the undersigned have executed this Certificate of the Commission this _____ day of __________, 20___.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
Name
Title
By
Name
Title
4861-4697-3880.8

J-17

EXHIBIT A

ESTIMATE OF REVENUES, OPERATIONS AND MAINTENANCE COSTS, NET

REVENUES (INCLUDING ANY A V AILABLE FUND BALANCE),

ANNUAL DEBT SERVICE AND DEBT SERVICE COVERAGE
(FISCAL YEARS 20__-__ THROUGH 20__-__)
(IN $000S)

FISCAL YEAR

ESTIMATED

REVENUES

ESTIMATED

OPERATIONS
AND

MAINTENANCE
COSTS

ESTIMATED
NET

REVENUES

INCLUDING
ANY

AV AILABLE
FUND
BALANCE1)

ESTIMATED
ANNUAL
DEBT

SERVICE
DEBT

SERVICE
COVERAGE2
20___-___
20___-___
20___-___

1 “Any Available Fund Balance” means any fund balances of the Commission available for the payment of Debt Service (as defined in the Wastewater Indenture), but excluding the Bond Reserve Fund (as defined in the Indenture), as permitted by Section 3.08 of the Wastewater Indenture. Estimated Net Revenues in Fiscal Years 20__-__, 20__-__ and 20__-__ are $__________, $__________and $__________, respectively. 2 Pursuant to Wastewater Indenture, minimum 1.25 times coverage required. 4861-4697-3880.8

K-1

EXHIBIT K
[RESERVED]
4861-4697-3880.8

L-1

EXHIBIT L

FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate (this “Certificate”) is furnished to Bank of America, N.A. (the “Bank”) pursuant to that certain R evolving Credit and Term Loan Agreement dated as of August _, 2024 (the “Agreement”), between the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and Bank. Unless otherwise defined herein, the terms used in this Certificate shall have the meanings assigned thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am an Authorized Representative of the Commission;

4. To the best of my knowledge the financial statements required by Section 7.1(a) of the Agreement and being furnished to you concurrently with this certificate fairly represent the consolidated financial condition of the Commission in accordance with GAAP (subject to year end adjustments) as of the dates and for the periods covered thereby
Describe below the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has exis ted and the action which the Commission has taken, is taking, or proposes to take with respect to each such condition or event:

4861-4697-3880.8

L-2

The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered this _____ day of __________, 20___.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
Name
Title
4861-4697-3880.8

M-1

EXHIBIT M

LIST OF QUALIFIED DEALERS

BANK OF AMERICA MERRILL LYNCH
BARCLAY’S CAPITAL INC.

GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC

JEFFERIES LLC

LOOP CAPITAL MARKETS LLC
MORGAN STANLEY & CO. LLC
PIPER SANDLER & CO.

RAMIREZ & CO. (SAMUEL A. RAMIREZ & CO., INC.)

RBC CAPITAL MARKETS, LLC
SIEBERT WILLIAMS SHANK & CO., LLC
STIFEL NICOLAS & COMPANY , INC.

TD SECURITIES (USA) LLC
U.S. BANCORP INVESTMENTS, INC. U.S. BANK MUNICIPAL PRODUCTS GROUP (A DIVISION OF U.S. BANK NATIONAL ASSOCIATION)
UBS FINANCIAL SERVICES INC.

WELLS FARGO BANK, N.A.

4876-8061-9454.5

NP DRAFT 5/21

FEE AGREEMENT
August [2], 2024
Public Utilities Commission of the City
and County of San Francisco
525 Golden Gate Avenue
San Francisco, CA 94102
Ladies and Gentlemen:

Reference is hereby made to that certain Revolving Credit and Term Loan Agreement, dated as of August 2, 2024 (as amended and supplemented from time to time, the “ Agreement”), (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”), between the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and Bank of America, N.A. (the “Bank”), relating to the Commission’s Commercial Paper Notes (Wastewater Series, Proposition E) Series A-6 Notes, Tax -Exempt Subseries A-6 Notes and Taxable Subseries A-6-T Notes. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. This Fee Agreement is the Fee Agreement referenced in the Agreement, and the t erms hereof are incorporated by reference into the Agreement.

In order to induce the Bank to enter into the Agreement and to provide liquidity for the Notes, the Commission agrees to make the following payments to the Bank at the following times:
(1) A commitment fee (the “Commitment Fee”) which shall be determined on a daily basis by multiplying (a) the Available Commitment at 5:00 p.m., Eastern time, on each day, by (b) the applicable Commitment Fee Rate (as defined below) in effect for such day, expressed as a decimal, and by (c) a fraction equal to 1/360. As used herein, “Commitment Fee Rate” means, initially, 0.42%, provided that in the event that any Rating (as defined below) is downgraded below “Aa3” by Moody’s or below “AA-” by S&P to a level included in the grid below, the Commitment Fee Rate shall be equal to the per annum percentage set forth in the grid below, expressed as a decimal, opposite the level that contains the lowest Rating (it being understood that Level 1 contains the highest Ratings and Level 5 contains the lowest Ratings):

LEVEL S&P RATING
MOODY’S
RATING

COMMITMENT

FEE RATE
Level 1: AA- or above Aa3 or above 0.42%
Level 2: A+ A1 0.62%
Level 3: A A2 0.82%
Level 4: A- A3 1.02%
Level 5:

BBB+ and
below
Baa1 and below Event of Default:

2.52%
As used herein, the “Rating” means, with respect to a Rating Agency, the lowest long-term, unenhanced rating assigned by such Rating Agency to any Bonds. Notwithstanding the foregoing, 4876-8061-9454.5

- 2 -

(a) in the event that the Rating is withdrawn, suspended or otherwise unavailable from any Rating Agency for credit related reasons and/or (b) upon the occurrence and during the continuance of an Event of Default, the Commitment Fee Rate shall be increased in both cases by 1.50% per annum from the Commitment Fee Rate in effect immediately prior thereto. Any change in the Commitment Fee Rate resulting from a change in the Rating shall be and become effective as of and on the date of the announcement of the change in the Rating. References to the Rating above is a reference to the rating category of the Rating Agencies as presently determined by the respective Rating Agency and in the event of adoption of any new or changed rating system by a Rating Agency, the Ratings from suc h Rating Agency shall be deemed to refer to the rating category under the new rating system which most closely approximates the applicable rating category as currently in effect.

In connection with the Commitment Fees payable pursuant to this paragraph 1 for any fee period, the Bank hereby agrees to use its best efforts to deliver an invoice to the Commission for such Commitment Fees at least thirty (30) days in advance of the payment due date; provided, however, that the failure to provide any such invoice shall not limit or otherwise affect the obligation of the Commission to pay such Commitment Fees when due.

The Commitment Fee shall be payable in immediately available funds quarterly in arrears commencing on the first Business Day of September 2024, and, thereafter, on the first Business Day of each June, September, December and March and thereafter to the Commitment Expiration Date, and on the Commitment Expiration Date , in all cases, covering the period from the date of the immediately preceding payment to such Business Day. The Bank’s determination of the Commitment Fee pursuant hereto shall be conclusive absent manifest error. (2) Upon the making of each Advance , the Commission agrees to pay to the Bank a non-refundable Advance fee equal to $250 plus the Bank’s customary wire transfer in respect thereof, payable without any requirement of notice or demand by the Bank and, unless paid to the Bank on the day each Advance is made, shall be paid in arrears on the first Payment Date that occurs after the date such Advance is made by the Bank. (3) Upon each transfer of the Agreement by the Commission in accordance with its terms or appointment of a successor Issuing and Paying Agent under the Issuing and Paying Agent Agreement, the Commission agrees to pay the Bank a non- refundable fee of $3,000, and to reimburse the Bank for its actual costs and expenses associated with such transfer or appointment (including, without limitation, the reasonable fees and expenses of counsel to the Bank), payable on the date of such transfer or appointment. A transfer shall not be deemed to have occurred solely as a result of a change in the legal name of the Issuing and Paying Agent. (4) At the time any amendment, modification, waiver, supplement or restatement of or consent sought in respect of, the Agreement, the Basic Documents and any other documents delivered under the Agreement is sought by any person other than the Bank, a fee of $3,000 plus attorneys’ fees and expenses, which fee shall be earned and payable whether or not any such amendment, modification, waiver, supplement or restatement is executed or consent granted. Fees for complex amendments, modifications, waivers, supplements, restatements or consents shall be negotiated on a case-by-case basis.
4876-8061-9454.5

- 3 -

All amounts paid pursuant to this Fee Agreement shall be non- refundable and payable in immediately available funds. Computations of the Commitment Fee shall be made on the basis of a 360-day year and actual days elapsed. All amounts paid pursuant to this Fee Agreement shall be paid in the manner and to the account set forth in the Agreement.

This Fee Agreement may not be amended or waived except by an instrument in writing signed by the Bank and the Commission.

The provisions of Section 9.14 of the Agreement shall be incorporated by this reference into this Fee Agreement as if such provisions were set forth in their entirety except that references to “this Agreement” shall mean this Fee Agreement and references to “hereunder” or “hereof’ shall mean under this Fee Agreement or of this Fee Agreement.

This Fee Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Fee Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

This Fee Agreement is delivered to the Commission on the understanding that neither t his Fee Agreement nor any of its terms shall be disclosed, directly or indirectly, to any financial institution other than the Issuing and Paying Agent unless such disclosure is made to such financial institution in accordance with the terms of the California Public Records Act. [SIGNATURES BEGIN ON THE FOLLOWING PAGE]
4876-8061-9454.5

[Signature Page to Fee Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Fee Agreement to be duly executed and delivered by their respective officers thereunto duly authorized on the date first set forth above.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name: Dennis J. Herrera
Title: General Manager
BANK OF AMERICA, N.A.

By:

Name: [Greg Bailey
Title: Senior Vice President]

OFFERING MEMORANDUM
DATED AUGUST [2], 2024
Ratings: See “RATINGS” herein

$675,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
$150,000,000
Series A-1 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch
$150,000,000
Series A-2 (Tax Exempt)
Supported by a letter of credit issued by Bank of America, N.A $150,000,000
Series A-4 (Tax Exempt)
Supported by a revolving credit and term loan agreement with TD Bank, N.A.
$125,000,000
Series A-6
Tax-Exempt Subseries A-6
Taxable Subseries A-6-T
Supported by a revolving credit and term loan agreement with Bank of America, N.A.
$100,000,000
Series A-7 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch
This Offering Memorandum describes five series (each, a “Series”) of Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) (collectively, the “Commercial Paper Notes”) offered hereby. The Commercial Paper Notes are payable from and secured by a pledge of Available Wastewater Enterprise Revenues (as defined herein ). The Commercial Paper Notes are special obligations of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and are payable on a subordinated basis to the Commission’s outstanding Wastewater Revenue Bonds (which include, Wastewater Revenue Notes) , SRF Loans, WIFIA Loan s and Subordinated Wastewater Bonds . See “THE COMMISSION AND THE WASTE WATER ENTERPRISE —Senior and Parity Indebtedness” herein for additional information on obligations payable senior to and on parity with the Commercial Paper Notes.

The payment of each Series of Commercial Paper Notes will be additionally supported by a letter of credit or dedicated liquidity facility provided by a banking institution (each, a “Bank”) as specified above and as further described herein and in Appendix A – “SUMMARIES OF BANK FACILITIES” and Appendix B – “THE BANKS” herein.

Timely payment of the Commercial Paper Notes is dependent upon the availability of the funds under the applicable Letter of Credit (as defined herein) or the applicable Liquidity Facility (as defined herein ), subject to the respective terms and conditions thereof . If for a ny reason a Bank fails to honor its respective obligations under its respective Letter of Credit or Liquidity Facility, subject to the respective terms and conditions thereof, the Commission makes no representation, and no assurance can be given, that the Commission would have sufficient funds on hand and available to make the corresponding payment of principal and interest on the applicable Commercial Paper Notes . As a result, prospective investors of a Series of Commercial Paper Notes supported by the applicable Letter of Credit or applicable Liquidity Facility should base their investment decisions, insofar as it relates to the creditworthiness of such Series of Commercial Paper Notes, solely on the credit of the applicable Bank, rather than the Commissi on. See Appendix A – “SUMMARIES OF BANK FACILITIES” herein.

THE GENERAL FUND OF THE CITY AND COUNTY OF SAN FRANCISCO IS NOT LIABLE, AND THE CREDIT OR THE TAXING

POWER OF THE CITY AND COUNTY OF SAN FRANCISCO IS NOT PLEDGED, FOR THE PAYMENT OF THE COMMERCIAL PAPER NOTES OR THE INTEREST THEREON.

The Commercial Paper Notes have not been registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon an exemption from registration contained in the Act.

DEALERS FOR ALL SERIES:

RBC Capital Markets US Bancorp Morgan Stanley

TABLE OF CONTENTS

Page

INTRODUCTION ....................................................................................................................................... 1 THE COMMISSION AND THE WASTEWATER ENTERPRISE ........................................................... 3 The Commission ............................................................................................................................. 3 The Wastewater Enterprise ............................................................................................................. 4 Senior and Parity Indebtedness ....................................................................................................... 5 Investment Policy ........................................................................................................................... 7 Wastewater Enterprise Financial and Operating Data .................................................................... 7 THE COMMERCIAL PAPER NOTES ...................................................................................................... 8 Authorization and Certain Terms of the Commercial Paper Notes ................................................ 8 Security for the Commercial Paper Notes....................................................................................... 9 Description of the Bank Facilities ................................................................................................... 9 Pledge of Available Wastewater Enterprise Revenues ................................................................. 11 RATINGS .................................................................................................................................................. 12 ABSENCE OF LITIGATION ................................................................................................................... 13 THE DEALERS ......................................................................................................................................... 13 TAX MATTERS ........................................................................................................................................ 14 Tax-Exempt Notes ........................................................................................................................ 14 Information Reporting and Backup Withholding ......................................................................... 15 State Tax Exemption ..................................................................................................................... 15 Taxable Notes ............................................................................................................................... 15 Future Developments .................................................................................................................... 15 LEGAL MATTERS ................................................................................................................................... 15 ADDITIONAL INFORMATION .............................................................................................................. 16

APPENDIX A SUMMARIES OF BANK FACILITIES

APPENDIX B THE BANKS

APPENDIX C BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES APPENDIX D COPY OF [DECEMBER 2023] OPINION OF BOND COUNSEL APPENDIX E [FORM OF SUPPLEMENT TO DECEMBER 2023 OPINION OF BOND COUNSEL]

APPENDIX F WASTEWATER ENTERPRISE FINANCIAL STATEMENTS

[to be reviewed/updated by tax counsel] Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel, previously delivered its opinion (the “December 2023 Opinion”) that under existing statutes, regulations, rulings and judicial decisions and assuming compliance with certain covenants set forth in the documents pertaining to the Tax-Exempt Notes and requirements of the Internal Revenue Code of 1986, as amended, as described t herein, interest on the Tax- Exempt Notes would not be includable in the gr oss income of the owners of the Tax -Exempt Notes for federal income tax purposes. In the December 2023 Opinion, Bond Counsel also opined that, interest on the Tax-Exempt Notes would not be treated as an item of tax preference for purposes of the federal alternative minimum tax. The December 2023 Opinion further stated that, under existing law, interest on the Commercial Paper Notes would be exempt from personal income taxes imposed by the State of California. See “TAX MATTERS” herein.

OFFERING MEMORANDUM
$675,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
$150,000,000
Series A-1 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo
Mitsui Banking Corporation, acting through its New
York Branch
$150,000,000
Series A-2 (Tax Exempt)
Supported by a letter of credit issued by Bank of
America, N.A
$150,000,000
Series A-4 (Tax Exempt)
Supported by a revolving credit and term loan agreement with TD Bank, N.A.
$125,000,000
Series A-6
Tax-Exempt Subseries A-6
Taxable Subseries A-6-T
Supported by a revolving credit and term loan
agreement
with Bank of America, N.A.
$100,000,000
Series A-7 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo
Mitsui Banking Corporation, acting through its New
York Branch

INTRODUCTION
The purpose of this Offering Memorandum is to provide certain general information in connection with the issuance and sale from time to time by the Public Utilities Commission of the City and County of San Francisco (the “Commission”) of five series (each, a “Series”) of Commercial Paper Notes (Wastewater Series, Proposition E) for its Wastewater Enterprise (collectively, the “Commercial Paper Notes”) . The Commercial Paper Notes are payable from and secured by a pledge of Available Wastewater Enterprise Revenues (as defined herein). The payment of each Series of Commercial Paper Notes will be additionally supported, subject to the respective terms and conditions thereof, by a letter of credit or dedicated liquidity facility (each, a “Bank Facility”) provided by a banking institution (each, a “Bank”) as described below

2 under the caption the “THE COMMERCIAL PAPER NOTES – Description of the Bank Facilities” and as further described i n Appendix A – “SUMMARIES OF BANK FACILITIES” and Appendix B – “THE BANKS” herein.

The Commercial Paper Notes consist of the following Series *: (i) Series A -1 (Tax-Exempt) (the “Series A-1 Notes”), (ii) Series A-2 (Tax Exempt) (the “Series A-2 Notes”), (iii) Series A-4 (Tax Exempt) (the “Series A-4 Notes”), (iv) Series A-6 (the “Series A-6 Notes”), consisting of Tax-Exempt Subseries A- 6 (the “Subseries A-6 Notes”) and Taxable Subseries A-6-T (the “Subseries A-6-T Notes”) and (v) Series A-7 (Tax Exempt) (the “Series A -7 Notes”). The Subseries A -6-T Notes are referred to herein as the “Taxable Notes.” The Commercial Paper Notes, excluding the Taxable Notes, are referred to herein collectively as the “Tax-Exempt Notes.”
Capitalized terms used herein and not defined shall have the respective meanings given such terms in the Indenture, dated as of January 1, 2003 (as amended by the First Amendment to Indenture, dated as of May 1, 2010, the Fifth Supplemental Indenture dated as of September 14, 2017, and the Six th Supplemental Indenture dated as of August 1, 2018, and as supplemented by the First Supplemental Indenture, dated as of May 1, 2010, the Second Supplemental Indenture, dated as of January 1, 2013, the Third Supplemental Indenture, dated as of February 1 , 2013, the Fourth Supplemental Indenture dated as of May 1, 2016, the Seventh Supplemental Indenture dated as of August 1, 2018, the Eighth Supplemental Indenture dated as of August 1, 2018, the Ninth Supplemental Indenture dated as of July 27, 2018, the Tenth Supplemental Indenture, dated as of June 12, 2020, the Eleventh Supplemental Indenture, dated as of June 12, 2020, the Twelfth Supplemental Indenture, dated as of November 1, 2021, the Thirteenth Supplemental Indenture, dated as of November 1, 2021, the Fourteenth Supplemental Indenture, dated as of July 1, 2022, the Fifteenth Supplemental Indenture, dated as of April 1, 2023, the Sixteenth Supplemental Indenture, dated as of April 26, 2023, [the Seventeenth Supplemental Indenture, dated as of [July 1], 2024, the Eighteenth Supplemental Indenture, dated as of [July 1], 2024, and the Nineteenth Supplemental Indenture, dated as of [July 1], 2024,] and as the same may be subsequently supplemented, amended and modified from time to time (collectively, the “Wastewater Bonds Indenture”), between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee thereunder, providing for the issuance from time to time of the Commission’ s Wastewater Revenue Bonds (which include Wastewater Revenue Notes ), designated as the “Wastewater Revenue Bonds” and “Wastewater Revenue Notes”, as applicable, and other obligations as provided therein, as the same may be supplemented, amended and modifie d from time to time . The Commercial Paper Notes are payable on a subordinated basis to the Wastewater Revenue Bonds (which include, Wastewater Revenue Notes).

The Commercial Paper Notes are issued pursuant to the Charter of the City (the “Charter”), Proposition E, adopted by the voters of the City in November 2002, and various ordinances and resolutions of the City and the Commission.

* [The Commercial Paper Notes previously included a Series A -3 (Tax Exempt) (the “Series A -3 Notes”). The Series A-3 Notes were terminated on July 10, 2017, and have since been replaced by the Revolving Obligations available under the U.S. Bank Revolving Credit Agreement, as described below in “THE COMMISSION AND THE WASTEWATER ENTERPRISE —Senior and Parity Indebtedness.” The Commercial Paper Notes previously included a Series A-5 (the “Series A-5 Notes”), consisting of Tax-Exempt Subseries A-5 (the “Subseries A-5 Notes”) and Taxable Subseries A-5-T (the “Subseries A-5-T Notes”). The Series A-5 Notes were terminated on October 14, 2019. In connection with such termination, the Commission approved an increase in the commitment amount under the Bank of America A-6 Liquidity Facility (as defined herein), from $100,000,000 to $125,000,000, to maintain and support the Commission’s commercial paper program. Such increase became effective on October 15, 2019] .

3 The Commission may issue and have outstanding at any one time an aggregate principal amount of $675,000,000 of Commercial P aper Notes, provided that the aggregate principal amount of any Series may not exceed the principal amount set forth on the cover of this Offering Memorandum.

The general fund of the City and County of San Francisco (the “City”) is not liable, and neither the credit nor the taxing power of the City is pledged for the payment of the Commercial Paper Notes or the interest thereon.

The information in this Offering Memorandum has been obtained from the Commission, the Banks (as defined herein), subject to the next paragraph, and other sources believed to be reliable. The references herein to the Issuance Authorizations, the Issuing and Paying Agent Agreements and the Bank Facilities (all as hereinafter defined) do not purport to be complete or definitive, do not constitute summaries thereof, and are qualified in their entirety by reference to the provisions thereof. The information and expressions of opinion in this Offering Memorandum are subject to change without notice after the date hereof and future use of this Offering Memorandum shall not otherwise create any implication that there has been no change in the matters referred to in this Offering Memorandum since the date hereof . The information contained herein will not typically be distributed or updated upon each new sale of Commercial Paper Notes, although the information will be distributed from time to time.

The Banks have not prepared or assisted in the preparation of this Offering Memorandum, including any financial information included herein or attached hereto and the Banks have no responsibility for the form and content of this Offering Memorandum or any information omitted herefrom, other than, with respect to each Bank, solely with respect to the information describing such Bank in Append ix B hereto, and have not independently verified, make no representation regarding, and do not accept any responsibility for the accuracy or completeness of this Offering Memorandum or any information or disclosure contained herein or omitted herefrom, other than, with respect to each Bank, solely with respect to the information describing such Bank in Appendix B hereto. Accordingly, the Banks disclaim responsibility for the other information in this Offering Memorandum or otherwise made in connection with the offering of the Commercial Paper Notes.

The Commercial Paper Notes are exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended.

THE COMMISSION AND THE WASTEWATER ENTERPRISE
[to be reviewed and updated by SFPUC]
The Commission
The Commission, which consists of five members appointed by the Mayor of the City (the “Mayor”), is a department of the City responsible for the maintenance, operation and development of the Water Enterprise, the Wastewater Enterprise and the Hetch Hetchy Water and Power Enterprise (the “Power Enterprise”). The Water Enterprise provides retail drinking water to the City and wholesale water to customers in three other Bay Area counties. The Wastewater Enterprise, formerly known as the Clean Water Enterprise, consists of a sanitary waste and storm water collection, treatment and disposal system for the City. The Power Enterprise consists of water supply facilities and a hydroelectric generating system, and provides power to City agencies, the M odesto Irrigation District, the Turlock Irrigation District and certain other customers. Each of the Commission’s enterprises is operated and managed as a separate financial entity and separate enterprise funds are maintained for each enterprise. No revenues from either the Water Enterprise or the Power Enterprise have been pledged for payment of the Wastewater Enterprise Commercial Paper Notes and no such revenues shall be available for the repayment thereof.

4 The Commission operates and maintains dams and reservoirs, power generation and transmission facilities, water transmission facilities, water and wastewater treatment plants, water distribution facilities, wastewater collection facilities and power distribution facilities. The Commission’s facilities extend from the Hetch Hetchy watershed in the Sierra Nevada, across the Central Valley, over and around the southern end of San Francisco Bay and north along the San Francisco Peninsula to the City.

The Wastewater Enterprise
The Wastewater Enterprise operates a combined sewer system that serves residential, commercial and industrial users, making up a “daytime population equivalent” of approximately 942,000 with sanitary waste/stormwater collection, treatment and disposal services as of January 1, 2023. The combined sewer system consists of two water pollution control plants, one wet weather facility, over 20 pump stations, and 1,131 miles of underground pipes and effluent outfalls to the San Francisco Bay and Pacific Ocean . The combined sewer system red uces pollution in the San Francisco Bay and Pacific Ocean by treating urban runoff that would otherwise flow to the Bay and Ocean. The Wastewater Enterprise treats and discharges an average of approximately 60 million gallons per day of treated wastewater during dry weather (between calendar years 2018 to 2023), with additional facilities and increased operations, the Wastewater Enterprise can treat approximately 565 million gallons of combined flow per day during wet weather. Heavy storms at the end of calendar year 2022 and beginning of calendar year 2023 resulted in combined flows of sewage and stormwater that exceeded the Wastewater Enterprise’s maximum capacity and caused flooding in some areas of San Francisco. S torm watch activations occur when weather forecasts predict that an upcoming storm may be large enough to possibly exceed and overwhelm the Wastewater Enterprise’s sewer system.

Such storms did not have a significant impact on the operation of the Wastewater System, but did cause some damage, including damage to motors and sludge pumps at the Southeast Treatment Plant, pumps and equipment at the North Shore Pump Station, and compressors, bubbler and variable frequency drives at the Westside Pump Station, and created sinkholes at various locations throughout San Francisco. The final costs of repair are not known presently, but the Commission anticipates being able to pay such costs from reserves and available Wastewater Revenues. Heavy storms at the beginning of calendar year 2024 resulted in several storm watch activations, however, such storms did not have a significant impact on the operation of the Wastewater System and the Commission is not aware of any damage that resulted from such storms.

Although such rainstorms and flooding have not caused any significant damage to the Wastewater Enterprise’s facilities or resulted in any significant liability to the Commission, there can be no assurance that future rainstorms and flooding will not adversely impact the Wastewater Enterprise.

San Francisco’s combined sewer system has served the City for more than 100 years with the bulk of the investment occurring 10 to 50 years ago. Since then, and typical for the industry, the system has operated well but aging infrastructure, outdated equipment/technology, new developments and deferred maintenance due to funding constraints, highlight the need for major capital improvements throughout the collection and treatment systems. In response, a Sewer System Improvement Program (“SSIP”), which is a compilation of capital improvement projects, has been developed and will be implemented over approximately the next 20 years. The SSIP has a scope, budget and schedule based on the Commission’s endorsed levels of service. In 2012, the Commission authorized Commission staff to move forward with planning and development of a proposed Phase 1 set of SSIP projects, representing $2.7 billion of the total estimated cost of approximately $6.9 billion. On March 22, 2016, the Commission approved the “March 2016 SSIP Baseline Scope, Budget, and Schedule .” The overall SSIP budget remained at approximately $6.9 billion, however, the budget for SSIP Phase 1 increased from $2.7 billion to $2.910 billion. On April 24, 2018 the Commission approved revisions to the 2016 SSIP Baseline Scope, Schedule and Budget for Phase 1 projects as the “2018 Revised Baseline Scope, Schedule and Budget for the SSIP Phase 1 Projects” (the “2018 SSIP Baseline”). The budget for Phase 1 of SSIP increased from $2.910 billion to $2.979 billion. Four projects were also initiated in 2018 from later phases of SSIP with a baseline budget of $430 million (the “Other SSIP Projects”). On December 22, 2020 the Commission approved revisions

5 to the 2018 SSIP Baseline Scope, Schedule and Budget for SSIP projects as the “2020 Revised Baseline Scope, Schedule and Budget for the SSIP” (“2020 SSIP Baseline”). Pursuant to the 2020 SSIP Baseline, (i) the budget for Phase 1 of SSIP increased from $2.979 billion to $3.655 billion, (ii) the budget for the four original Other SSIP Projects increased from $430 milli on to $513 million and 31 other projects originally identified for later phases of the SSIP totaling of $684 million were initiated as part of the category of Other SSIP Projects, increasing the budget for Other SSIP Projects to $1.197 billion, totaling $4.853 in total SSIP Projects initiated.

Pursuant to the 2020 SSIP Baseline described above, the Commission is in the process of revising the original three-phase implementation approach over a 20-year period to implementing Phase 1 projects and initiating projects originally identified for the Phase 2 and Phase 3 of the SSIP as part of its rolling 10- year capital plan. New SSIP projects are now expected to be initiated based on priority and schedule through the Commission’s budget process. In February 2024, the Commission adopted the capital plan for Fiscal Year 2024-25, which included a further updated total budget program for SSIP. SSIP costs under the 10-year capital plan for Fiscal Years 202 4-25 to 2033-34 (the “Ten-Year Plan”), are projected to be approximately $4.000 billion, with total SSIP costs (which include, amounts for projects to be initiated after the Ten-Year Plan period) projected to be $10.706 billion.

The expected completion date for projects under Phase 1 of the SSIP is April 2036, and the expected completion date for the other remaining SSIP projects is currently March 2041. However, the final program completion date for other SSIP projects is expected to change as additional SSIP projects are initiated based on priority and schedule as part of the SFPUC’s rolling 10 -year capital plan . As of January 9, 202 4, approximately 64.8% of Phase 1 projects and approximately 7.0% of the other SSIP Projects had been completed. Proceeds of the Commercial Paper Notes will be used to finance or refinance costs of the Wastewater Enterprise’s capital program, including the SSIP.

Senior and Parity Indebtedness
As of July [__], 2024, the Wastewater Enterprise had approximately $[2.75] billion in outstanding aggregate principal amount of Wastewater Revenue Bonds (which include, Wastewater Revenue Notes); seven [update if any additional SRF loans entered into before OM posting date] State Revolving Fund loans (“SRF Loans”) entered into with the State Water Resources Control Bo ard in the aggregate principal amount of $[400,511,103]; and three loans entered into with the United States Environmental Protection Agency (the “EPA”) pursuant to the federal 2014 Water Infrastructure Finance and Innovation Act (“WIFIA Loans”). The first of such WIFIA Loans was originally dated July 27, 2018 in the amount of $699,242,023 and was subsequently re-executed on June 12, 2020 (to capture lower borrowing costs), and will fund approximately 49% of the costs of the Biosolids Digester Facilities Project (“BDFP”). The second of such WIFIA Loans was executed June 12, 2020 in the amount of $513,861,981 and will fund approximately 49% of the costs of the Southeast Treatment Plant New Headworks Project (“Headworks Project”) and increased scope of the B DFP. The last of such WIFIA Loans was entered into by the Commission pursuant to a WIFIA Master Agreement, dated as of April 26, 2023 (“WIFIA Master Agreement”), between the Commission and EPA . Pursuant to the WIFIA Master Agreement, the Commission may request up to five loans and the aggregate maximum principal amount of all such loans shall not at any time exceed $791,337,456, to partially finance certain capital improvement projects. The first of such loans under the WIFIA Master Agreement was executed on April 26, 2023 in the amount of $369,335,021 and will fund approximately 49% of the costs of certain capital improvement projects. The SRF Loans and the WIFIA Loans are authorized on parity with the senior lien Wastewater Revenue Bonds (which include, Wastewater Revenue Notes). The SRF loan program moneys are disbursed on a cost - incurred basis pursuant to disbursement requests submitted by the Commission. Furthermore, SRF loans amortize over a 30-year term commencing one year following completion of the respective project. As of July [__], 2024, SRF Loan disbursements in the amounts of $[338.2] million and $[336.6] million, had been

6 requested and received, respectively, by the Commission. As of July [__] , 2024, WIFIA Loan disbursements under the first and second WIFIA Loans (relating to the BDFP and the Headworks Project only) in the principal amount of $[562.3] million and $[352.6] million, had been requested and received, respectively, by the Commission. As of July [__], 2024, WIFIA Loan disbursements under the first loan of the WIFIA Master Agreement in the principal amount of $ [90.8] million had been requested, [ but not yet received (subject to approval of the EPA)], by the Commission. The Wastewater Revenue Bonds (which include, Wastewater Revenue Notes) and the WIFIA Loans have unenhanced ratings of [Aa2] by Moody’s Investors Service and [AA] by S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, as of July [__], 2024.
[The Commission expects to issue addition al Wastewater Revenue Bonds (in the estimated approximate aggregate principal amount of $[____]) in the [___] quarter of fiscal year 2024 -25, to fund certain capital improvement projects. In addition to t he SRF Loans set forth above , the Commission has applied for two additional SRF Loans (in the estimated amounts of $55 million and $115 million) and expects to enter into such loan agreements in fiscal year 2024-25. In addition to the WIFIA Loans described above, the Commission has applied for a second loan under the WIFIA Master Agreement, and expects to enter into such loan agreement (in the estimated approximate amount of $288 million) in August 2024, to partially finance certain capital improvement projects][to be updated].

Except as otherwise described herein, as of the date of this Offering Memorandum, for fiscal years 2024-25 and 2025-25, the Commission does not currently expect to issue or enter into additional obligations payable senior to the Commercial Paper Notes. [confirm/update] As of the date of this Offering Memorandum, the Commission had $[_____] million of Commercial Paper Notes outstanding. The Commercial Paper Notes are secured on a subordinate basis to the Wastewater Revenue Bonds (which include, the Wastewater Revenue Notes), the SRF Loans, the WIFIA Loans and the Subordinated Wastewater Bonds.

The Commission has reserved the right to authorize and issue obligations or securities of the Commission secured in whole or in part by a lien on Wastewater Enterpr ise Revenues (as defined herein) subordinate (the “Subordinated Wastewater Bonds”) to the senior lien of the Wastewater Bonds Indenture (including, other obligations on parity with the lien of the Wastewater Bonds Indenture), but that would have a lien senior to the lien of the Commercial Paper Notes. As of the date of this Offering Memorandum, the Commission did not have any outstanding Subordinated Wastewater Bonds. P ursuant to the terms of the TD Bank A-4 Liquidity Facility and the Bank of America A-6 Liquidity Facility, in the event the Commission issues Subordinated Wastewater Bonds, and after the respective Banks have provided notice to the Commission and the Issuing and Paying Agent, the respective commitments under the TD Bank A- 4 Liquidity Facility and the Bank of America A-6 Liquidity Facility will be reduced to the principal amount of the Series A-4 Notes and Series A -6 Notes, respectively, then outstanding. Upon the maturity date of such Series A-4 Notes and Series A-6 Notes, such commitments will be permanently reduced further and upon the final maturity of such Series A -4 Notes and Series A -6 Notes, the commitments under the TD Bank A-4 Liquidity Facility and the Bank of America A -6 Liquidity Facility , respectively, will be terminated. Following receipt of such notice, the Commission will not issue any additional Series A -4 Notes or Series A-6 Notes while the TD Bank A-4 Liquidity Facility or the Bank of America A-6 Liquidity Facility, respectively, are in effect.
[The Commercial Paper Notes previously included a Series A -3 (Tax Exempt) in the aggregate principal amount not to exceed $75,000,000 (the “Series A -3 Notes”) . The Series A -3 Notes were terminated on July 10, 2017. Following such termination, the Commission entered into a revolving credit agreement with U.S. Bank National Association (“U.S. Bank”), which permitted the Commission to make draws directly on the bank in an aggregate principal amount no t-to-exceed $75,000,000. Such bank

7 revolving credit agreement with U.S. Bank was subsequently renewed pursuant to that certain Amended and Restated Revolving Credit Agreement, dated as of [July 16], 2024 (the “Revolving Credit Agreement”), by and between the Commission and U.S. Bank, designated as Series R -1, pursuant to which the Commission is permitted to borrow from U.S. Bank up to $75,000,000 prior to [June 25, 2027]. Repayment obligations under the Revolving Credit Agreement are payable on parity with the Commercial Paper Notes.

Under the Revolving Credit Agreement, upon a failure by the Commission to perform or observe its covenants, a default in other specified indebtedness of the Commission, or other specified events of default, U.S. Bank could terminate its commitment and declare all amounts then outstanding to be immediately due and payable. The Commercial Paper Notes previously included a Series A-5 (the “Series A -5 Notes”), consisting of Tax -Exempt Subseries A -5 (the “Subseries A -5 Notes”) and Taxable Subseries A -5-T (the “Subseries A-5-T Notes”). The Series A-5 Notes were terminated on October 14, 2019. In connection with such termination, the Commission approved an increase in the co mmitment amount under the liquidity facility then in effect for the Series A-6 Notes to maintain and support the Commission’s commercial paper program.]
Subject to the rate covenant and additional bonds test discussed under the caption “THE COMMERCIAL PAPER NOTES —Pledge of Available Wastewater Enterprise Revenues,” there is no limitation in the Charter, the Issuance Authorizations or the Issuing and Paying Agent Agreements (defined below) on the Commission issuing indebtedness senior to the Commercial Paper Notes. The Commission can, with majority voter approval or a two- thirds vote of the Board, authorize additional Wastewater Revenue Bonds (which include, Wastewater Revenue Notes) and Subordinated Wastewater Revenue Bonds the payment of which will be prior to the payment of the Commercial Paper Notes . The Commission can also authorize entering into additional parity state and federal loan s such as SRF loans and WIFIA Loans with the United States Environmental Protection Agency (USEPA). The Commission also can authorize additional indebtedness on a parity with the Commercial Paper Notes without notice to, or consent of, any holder of the Commercial Paper Notes.

See Appendix A – “SUMMARIES OF BANK FACILITIES.”
Investment Policy
The Commission’s funds are invested through the City’s office of the Treasurer pursuant to the City’s investment policy. The investment policy of the City is reviewed annually and is subject to change.

A copy of the City’s Annual Statement of Investment Policy can be found at https://sftreasurer.org/banking- investments/investments. The information on such website is not incorporated herein by reference.

Wastewater Enterprise Financial and Operating Data
The financial statements of the Wastewater Enterprise for the Fiscal Year ended June 30, 2023, are attached to this Offering Memorandum as APPENDIX F. Additionally, pursuant to continuing disclosure undertakings of the Commission in connection with certain outstanding Wastewater Revenue Bonds (which include, Wastewater Revenue Notes) , the Commission is obligated to file with the Municipal Securities Rulemaking Board (“MSRB”) through the Electronic Municipal Market Access (“EMMA”) website certain financial information and operating data not later than nine months after the end of its fiscal year (presently June 30), and to provide notices of the occurrence of certain listed events under securities laws. The Commission may provide supplemental information in its annual continuing disclosure report filings, and may from time to time provide voluntary notices, in its sole discretion, to provide information that may be material to investors. [Additionally, the Commission provided COVID -19 information in its official statement prepared in connection with the issuance of the 202 4[___] Bonds, dated July [__], 2024 (the “Series 2024[__] Official Statement”) and the effects that COVID-19 has had on the Commission and the Wastewater Enterprise as the date of the Series 202 4[__] Official State ment]. The Commission may

8 provide supplemental information in its annual continuing disclosure rep ort filings and may from time to time provide voluntary notices, in its sole discretion, to investors. See “ADDITIONAL INFORMATION.”

THE COMMERCIAL PAPER NOTES
Authorization and Certain Terms of the Commercial Paper Notes The Commission’s commercial paper program for its Wastewater Enterprise, including the Commercial Paper Notes described in this Offering Memorandum, are authorized to be issued pursuant to the Charter; Article V of Chapter 43 the San Francisco Administrative Code, enacted by Ordinance No . 203-98 (the “Procedural Ordinance”), adopted on June 8, 1998 by the Board and signed by the Mayor on June 19, 1998, as amended by Ordinance 270-06 adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006, to establish a proc edure for the Commission to issue short -term indebtedness, and various other ordinances and resolutions of the Board and resolutions of the Commission (collectively with the Procedural Ordinance, the “Issuance Authorizations”). As of the date of this Offering Memorandum, the Board and the Commission have authorized commercial paper and short-term indebtedness authorization in an aggregate principal amount not to exceed $750,000,000. Pursuant to such Issuance Authorizations, in addition to the Commercial P aper Notes offered hereunder, the Commission has entered into a Revolving Credit Agreement with U.S. Bank, pursuant to which the bank has agreed to make certain advances to the Commission, from time to time, in an aggregate principal amount not to exceed $ 75,000,000 at any one time outstanding, and the Commission has delivered to such bank its revolving obligations tax- exempt note and its revolving obligations taxable note (the “Revolving Obligations”) evidencing the obligation of the Commission to repay to such bank the advances made under the Revolving Credit Agreement, which Revolving Obligations are on a parity with the Commercial Paper Notes. See also “THE COMMISSION AND THE WASTEWATER ENTERPRISE—Senior and Parity Indebtedness” above. The Revolving Obligations are not offered pursuant to this Offering Memorandum.

Only the Commercial Paper Notes, in the aggregate principal amount not to exceed $675,000,000, are offered pursuant to this Offering Memorandum.

Each Series of Commercial Paper Notes is issued pursuant to a separate Issuing and Paying Agent Agreement by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as issuing and paying agent (the “Issuing and Paying Agent”). The Commercial Paper Notes are dated the date of their original issuance, issued in book- entry form only in denominations of $100,000, and in integral multiples of $1,000 in excess of $100,000, and bear interest at separately stated interest rates not to exceed 12% per annum.

The Commercial Paper Notes are fully registered notes registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York.

Beneficial ownership interests in the Commercial Paper Notes are available in book- entry form only, and purchasers of the Commercial Paper Notes will not receive certificates representing their interests in the Commercial Paper Notes purchased . While held in book- entry form, all payments of pr incipal of and interest on the Commercial Paper Notes will be made by wire transfer to DTC or its nominee as the sole registered owner of the Commercial Paper Notes. Payments to the beneficial owners are the responsibility of DTC and its participants . Se e APPENDIX C – “BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES.”
Each Commercial Paper Note (i) will bear interest payable at maturity at an annual rate calculated on the basis of a year consisting of 365 days (or 360 days in the case of the Taxable Notes) and the actual number of days elapsed, and (ii) will mature not more than 270 days after its issuance date, but in no event later than the Business Day immediately preceding the Termination Date of the applicable Letter of Credit or Liquidity Facility.

9 Each Commercial Paper Note (i) will be sold at a price of not less than 100% of the principal amount thereof, and (ii) will mature on a Business Day. The Commercial Paper Notes will not be subject to redemption prior to maturity. Payments of principal of and interest on maturing Commercial Paper Notes will be made by the Issuing and Paying Agent directly to DTC.

Security for the Commercial Paper Notes
The Commercial Paper Notes will be payable solely from the proceeds of Commercial Paper Notes, Available Wastewater Enterprise Revenues or amounts drawn pursuant to the rel ated Bank Facility, as provided in the Issuing and Paying Agent Agreements.

THE GENERAL FUND OF THE CITY AND COUNTY OF SAN FRANCISCO IS NOT

LIABLE, AND NEITHER THE CREDIT NOR THE TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO IS PLEDGED, FOR THE PAYMENT OF THE COMMERCIAL PAPER NOTES.

Description of the Bank Facilities
The payment of each Series of Commercial Paper Notes will be supported either by an irrevocable, direct pay letter of credit (each, a “Letter of Credit” and collectively, the “Letters of Credit”) pursuant to the terms of the related Reimbursement Agreement (each, a Reimbursement Agreement” and collectively, the “Reimbursement Agreements”) or by a dedicated liquidity facility, which includes a revolving credit and term loan agreement (each, a “Liquidity Facility” and together, the “Liquidity Facilities”) provided by a banking institution (each a “Bank”), in each case subject to the respective terms and conditions thereof, as summarized below. A Letter of Credit or a Liquidity Facility is referred to herein as a “Bank Facility.”

[Remainder of page left blank intentionally.]

10 Series
Aggregate
Principal Amount
Authorized Bank Facility Bank
Stated Expiration
Date/Commitment
Expiration Date
Series A-1 $150,000,000 Letter of Credit Sumitomo Mitsui Banking Corporation,
acting through its
New York Branch
March 2, 2029
Series A-2 $150,000,000 Letter of Credit Bank of America, N.A.

April 24, 2026
Series A-4 $150,000,000 Revolving Credit
and Term Loan
Agreement
TD Bank, N.A. July [3], 2028
Series A-6 $125,000,000 Revolving Credit
and Term Loan
Agreement
Bank of America,
N.A.
[_____], 202[_]
Series A-7 $100,000,000 Letter of Credit Sumitomo Mitsui Banking Corporation,
acting through its
New York Branch
May 31, 2027
Each Letter of Credit and Liquidity Facility is sized to provide sufficient funds for the payment of principal and interest on the related Series of Commercial Paper Notes, whether at maturity or earlier acceleration upon an event of default. Each Letter of Credit is irrevocable.

Timely payment of the Commercial Paper Notes is dependent upon the availability of the funds under the applicable Letter of Credit or the applicable Liquidity Facility. Under certain circumstances, the Liquidity Facilities are subject to immediate termination or suspension without notice or payment.

See Appendix A – “SUMMARIES OF BANK FACILITIES—BANK FACILITY FOR THE SERIES A- 4 COMMERCIAL PAPER NOTES —TD BANK A-4 LIQUIDITY FACILITY ” AND “ —BANK FACILITY FOR THE SERIES A- 6 COMMERCIAL PAPER NOTES —BANK OF AMERICA A- 6 LIQUIDITY FACILITY.”
If for a ny reason a Bank fails to honor its obligations under its respective Letter of Credit or Liquidity Facility, subject to the respective terms and conditions thereof, the Commission makes no representation, and no assurance can be given, that the Commission would have sufficient funds on hand and available to make the corresponding payment of principal and interest on the applicable Commercial Paper Notes.

Each Bank Facility is described in greater detail in Appendix A hereto.

Information concerning each Bank providing a Bank Facility is provided in Appendix B hereto.

The information in Appendix B has been furnished by the respective Banks for use in this Offering Memorandum. Such information has not been independently confirmed or verified by the Commission or the Dealers. No representation is made herein by the Commission or the Dealers as to the accuracy or adequacy of such information subsequent to the date hereof, or that the information contained and

11 incorporated herein by reference is correct . The Commission has assumed no obligation to update such information in the future, or to advise of any adverse change in the financial condition of the Banks .

Investors are advised to obtain and carefully review any financial reports and other information publi shed after the date hereof about the Banks prior to making a decision to purchase the Commercial Paper Notes.

Pledge of Available Wastewater Enterprise Revenues
To the extent not paid from the proceeds of a draw upon the related Bank Facility or the procee ds of remarketed Commercial Paper Notes, the Commercial Paper Notes will be payable solely from Available Wastewater Enterprise Revenues.
“Available Wastewater Enterprise Revenues,” means all of the moneys in the Revenue Fund (as defined in the Wastewater Bonds Indenture and comprised primarily of Wastewater Enterprise Revenues and earnings thereon) remaining after (a) the payments required by the provisions of the Wastewater Bonds Indenture relating to operation and maintenance expenses, certain pension ch arges and other payments required with respect to Commission employees, and payments on Wastewater Bonds and all other amounts payable on a parity with such Wastewater Bonds under the Wastewater Bonds Indenture pursuant to the terms thereof and (b) all amo unts required to be paid under any other indenture or resolution of the Commission for principal, interest, reserve fund and any other debt service requirements on other Wastewater Bonds and Subordinate Wastewater Bonds of the Commission as the same become due and payable.
“Wastewater Enterprise Revenues” has the meaning ascribed to the term “Net Revenues” in the Wastewater Bonds Indenture, which is defined as all of the Revenues less all Operation and Maint enance Costs of the Enterprise.
“Revenues” is defi ned as all gross revenues of the Wastewater Enterprise, including all charges received and all other income and receipts derived by the Commission from the operation of the Wastewater Enterprise, or arising from the Wastewater Enterprise, including connect ion and installation charges, but excluding:
(a) any money received by or for the account of the Commission from the levy or collection of taxes,
(b) moneys received from the State and the United States of America and required to be deposited in restricted funds,
(c) refundable deposits made to establish credit,
(d) advances and contributions made to the Commission to be applied to construction, (e) moneys received constituting casualty insurance proceeds with respect to all or any part of the Wastewater Enterprise (which shall be received and disposed of pursuant to the Wastewater Bonds Indenture) and moneys received constituting other insurance proceeds, (f) moneys received from the sale or disposition of all or any part of the Wastewater Enterprise (which shall be received and disposed of pursuant to the Wastewater Bonds Indenture), (g) moneys received upon the taking by or under the threat of eminent domain of all or any part of the Wastewater Enterprise (which moneys shall be received and disposed of pursuant to the Wastewater Bonds Indenture),

12 (h) proceeds from Bonds issued by the Commission or proceeds from loans or other indebtedness obtained by the Commission, and
(i) moneys or securities received by the Commission as gifts or grants, the use of which is restricted by the donor or grantor.

The term “Revenues” also includes (i) all interest or other income (excluding profits or losses from the sale or disposition of Permitted Investments or other securities owned by or on behalf of the Commission) derived from the deposit or investment of any moneys in any fund or account established under the Wastewater Bonds Indenture (excluding any Rebate Fund and any escrow fund pledged for the payment of defeased bonds) or in any fund or account of the Wastewater Enterprise and legally available to pay Debt Service on the Wastewater Bonds, and (ii) any other moneys, proceeds and other amounts that the Commission determines should be “Revenues” under the Wastewater Bonds Indenture.

Under each Issuing and Paying Agent Agreement, the Commission covenants to establish, maintain and collect rates and charges with respect to the Wastewater Enterprise sufficient (after giving effect to the expected receipt of refinancing proceeds from the sale of Commercial Paper Notes or Wastewater Revenue Bonds (which include, Wastewater Revenue Notes)) to pay the Commercial Paper Notes, the Bank Notes (as defined in the applicable Issuing and Paying Agent Agreement) and all other obligations payable from the Wastewater Enterprise . The Commission also covenants not to issue any additional bonds, notes or other obligations for borrowed money payable from or secured by the revenues of the Wastewater Enterprise unless the Commission certifies that either (i) actual revenu es for the most recently completed fiscal year or (ii) projected revenues for the next three fiscal years following the issuance of such additional bonds, notes or other indebtedness, are or will be sufficient to satisfy the rate covenant defined above, assuming the issuance of such additional bonds, notes or other indebtedness to pay any maturing Commercial Paper Notes.

RATINGS
[ratings to be confirmed]
Moody’s has assigned a rating of “P-1” to each Series of the Commercial Paper Notes.

S&P has assigned a rating of “A-1” to each of the Series A-1 Notes, the Series A-2 Notes and the Series A-7 Notes. S&P has assigned a rating of “A-1+” to each of the Series A-4 Notes and the Series A- 6 Notes.

Each of such ratings is based on the understanding that the Bank Facilities have been or will be issued by the Banks. Such ratings reflect only the views of such organizations and an explanation of the significance of such ratings may be obtained only from the agencies at the following addresses: Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York 10007 and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, 55 Water Street, New York, New York 10004. The Commission furnished to such rating agencies certain information and materials regarding the Commercial Paper Notes and the Wastewater Enterprise. In addition, each Bank furnished certain information to the Commission regarding such Bank. There is no assurance the rating on any Series of Commercial Paper Notes will continue for any given period or that it will not be revised downward or withdrawn entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant and, therefore, any prospective purchaser should confirm the rating prior to purchasing any Series of Commercial Paper Notes.

Any such change in or withdrawal of any such rating could have an adverse effect on the market for or market price of such Series of Commercial Paper Notes. The above ratings are not recommendations to buy, sell or hold any Series of Commercial Paper Notes . The Commission has not undertaken to provide

13 notice to the holders of the Commercial Paper Notes of any change in the ratings on any Series of Commercial Paper Notes.

The ratings on the Commercial Paper Notes may be adversely affected by a downgrade of the credit rating(s) of the related Bank. Although the Commission has covenanted to maintain a Bank Facility for the Commercial Paper Notes, it is not obligated to replace any Bank in the event of a downgrade of such Bank’s rating(s). The Commission has not covenanted to provide notice to holders of the Commercial Paper Notes of any downgrade of the credit ratings of any Bank.

ABSENCE OF LITIGATION
[to be confirmed]
There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body pending or, to the best of the knowledge of the Commission after reasonable investigation, threatened in any way (i) seeking to restr ain or enjoin the issuance, sale or delivery of any of the Commercial Paper Notes or (ii) challenging the validity of the Commercial Paper Notes.

THE DEALERS
The Commission has appointed Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and U.S.

Bancorp Investments, Inc., each as a non -exclusive dealer with respect to the offering and sale from time to time of the Commercial Paper Notes.
“US Bancorp” is the marketing name of U.S. Bancorp and its subsidiaries, including U.S. Bancorp Investments, Inc. (“USBII”), which is serving as a dealer for the Commercial Paper Notes, U.S. Bank National Association and U.S. Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), which is serving as issuing and paying agent for the Commercial Paper Notes.

Each Dealer and its respective affiliates together comprise a full -service financial institution engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, inve stment management, principal investment, hedging, financing and brokerage activities. Each Dealer and its respective affiliates may have, from time to time, performed and may in the future perform, various investment banking services for the City and the Commission for which they received or will receive customary fees and expenses . In the ordinary course of their various business activities, each Dealer and its respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities and financial instruments which may include bank loans and/or credit default swaps) for its own account and for the accounts of its customers and may at any time hold long and short positions in such se curities and instruments . Such investment securities activities may involve securities and instruments of the City and the Commission.

Each Dealer and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of such offerings of the City and the Commission.

No Dealer is acting as a financial or municipal advisor to the City or the Commission in connection with the remarketing of the Commercial Paper Notes.

14 TAX MATTERS
[to be reviewed/updated by tax counsel]
Tax-Exempt Notes
Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel ("Bond Counsel"), previously delivered its opinion (the “December 2023 Opinion”) that, under existing statutes, regulations, rulings and judicial decisions and assuming compliance by the Commission with certain covenants in the Issuing and Paying Agent Agreements, the Tax Certificate executed in connection with the issuance of the Tax-Exempt Notes, and requirem ents of the Internal Revenue Code of 1986, as amended (the “Code”), regarding the use, expenditure and investment of proceeds of the Commercial Paper Notes and the timely payment of certain investment earnings to the United States, interest on the Tax- Exempt Notes would not be includable in the gross income of the owners of the Tax-Exempt Notes for federal income tax purposes.

Failure to comply with such covenants and requirements may cause interest on the Tax- Exempt Notes to be included in federal gross income.

The December 2023 Opinion further stated that interest on the Tax -Exempt Notes would not be treated as an item of tax preference for purposes of the federal alternative minimum tax.

For taxable years beginning after 2022, the Code imposes a minimum tax of 15 percent of the adjusted financial statement income of certain large corporations, which generally include corporations (other than S corporations, regulated investment companies and real estate investment trusts) with more than one billion dolla rs in average annual adjusted financial statement income, determined over a three - year period. For this purpose, adjusted financial statement income for a taxable year generally consists of the net income or loss of the taxpayer set forth in the taxpayer’s applicable financial statement for such taxable year, subject to various adjustments, but is not reduced for interest earned on tax -exempt obligations, such as the Bonds. Prospective purchasers that could be subject to this minimum tax should consult their tax advisors regarding the potential effect of owning the Bonds.

Ownership of, or the receipt of interest on, tax-exempt obligations may result in collateral income tax consequences to certain taxpayers, including, without limitation, financial instituti ons, property and casualty insurance companies, certain foreign corporations doing business in the United States, certain S corporations with excess passive income, individual receipts of Social Security or Railroad Retirement benefits, and taxpayers that may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations and taxpayers who may be eligible for the earned income tax credit. Bond Counsel expressed no opinion as to any collateral tax consequences and, accordingly, prospective purchasers of the Commercial Paper Notes should consult their tax advisors as to the applicability of any collateral tax consequences.

Certain requirements and procedures contained or referred to in the Issuing and Paying Agent Agreements and other relevant documents may be changed, and certain actions may be taken, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized in the area of tax -exempt obligations. Bond Counsel expressed no opinion as to the effect of any change to any document pertaining to the Commercial Paper Notes or of any action taken or not taken where such change is made or action is taken or not taken without Bond Counsel's approval, or in reliance upon the advice of counsel other than Bond Counsel with respect to the exclusion from gross income of interest on the Tax -Exempt Notes for federal income tax purposes.

15 Information Reporting and Backup Withholding
Interest paid on tax-exempt obligations is subject to information reporting in a manner similar to interest paid on taxable obligations. While this reporting requirement does not, by itself, affect the excludability of interest from gross income for federa l income tax purposes, the reporting requirement causes the payment of interest with respect to the Tax -Exempt Notes to be subject to backup withholding if such interest is paid to beneficial owners that (a) are not "exempt recipients," and (b) either fail to provide certain identifying information (such as the beneficial owner's taxpayer identification number) in the required manner or have been identified by the IRS as having failed to report all interest and dividends required to be shown on their income tax returns. Generally, individuals are not exempt recipients, whereas corporations and certain other entities are exempt recipients. Amounts withheld under the backup withholding rules from a payment to a beneficial owner are allowed as a refund or cre dit against such beneficial owner's federal income tax liability so long as the required information is furnished to the IRS.

State Tax Exemption
The December 2023 Opinion further stated that, under existing law, interest on the Tax -Exempt Notes would be exempt from personal income taxes imposed by the State of California.

Taxable Notes
Interest on the Taxable Notes is not excluded from gross income for federal income tax purposes, but the December 2023 Opinion stated that interest on the Taxable Notes would be exempt from the personal income taxes imposed by the State of California.

Future Developments
Future or pending legislative proposals, if enacted, regulations, rulings or court decisions may cause interest on the Tax- Exempt Notes to be subject, directly or indirectly, to federal income taxation or may cause interest on the Commercial Paper Notes to be subject, directly or indirectly, to State or local income taxation, or may otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. Legislation or regulatory actions and future or pending proposals may also affect the economic value of the federal or State tax exemption or the market value of the Commerci al Paper Notes.

Prospective purchasers of the Commercial Paper Notes should consult their tax advisors regarding pending or proposed federal or State tax legislation, regulations, rulings or litigation, as to which Bond Counsel expresses no opinion.

A copy of the December 2023 Opinion is attached hereto as Appendix D, and a supplement to the December 2023 Opinion is attached hereto as Appendix E.

LEGAL MATTERS
Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel, rendered the legal opinion described in “TAX MATTERS” above, a copy of which is set forth in Appendix D hereto, as [supplemented by a letter of Bond Counsel dated [August 2, 2024]], which is set forth in Appendix E hereto.

Bond Counsel is not passing upon and undertakes no responsibility for the accuracy, completeness or fairness of the information contained in this Offering Memorandum . Upon the issuance of each Bank Facility, outside counsel to the Bank delivered opinions relating to such Bank Facility.

16 ADDITIONAL INFORMATION
Information herein concerning the Commission is limited. No attempt has been made to summarize the Issuing and Paying Agent Agreements or the Bank Facilities. The descriptions of and reference to such documents contained herein do not purport to be complete, and such references to and descriptions of such documents and all other documents and other items described herein are qualified in their entirety by reference to each such document and item.

Pursuant to continuing disclosure undertakings of the C ommission in connection with certain outstanding Wastewater Revenue Bonds (which include, Wastewater Revenue Notes), the Commission is obligated to provide certain annual financial information and operating data (each, an “Annual Report”) not later than ni ne months after the end of its fiscal year (presently June 30), and to provide notices of the occurrence of certain listed events under securities laws. The Commission will file each Annual Report with the MSRB through the EMMA website. The Commission will also file any notices of listed events (“Event Notice”) with the MSRB through the EMMA website.

The information and opinions herein and in any reports or filings pursuant to the Commission’s continuing disclosure undertakings described above, including any Annual Report or Event Notice, are subject to change without notice, and neither the delivery thereof nor the delivery of this Offering Memorandum shall, under any circumstances, create any implication that there has been no change in the affairs of the Commission or other matters described therein or herein.

Copies of the Issuance Authorizations, the Bank Facilities (portions of which may be in redacted form) and the Issuing and Paying Agent Agreements may be obtained from the Commission at the following address:

City and County of San Francisco
Public Utilities Commission
Attention: Capital Finance Director
525 Golden Gate Ave., 4th Floor
San Francisco, California 94102
Tel: (415) 551-2973
Fax. (415) 487-5258
Email: [email protected]
No dealer or other person has been authorized by the Commission to give any information or to make any representations other than those contained in this Offering Memorandum, and if given or made, such other information or representations must not be relied upon as having been authorized by the Commission.

The Dealers have provided the following sentence for inclusion in this Offering Memorandum .

The Dealers have reviewed the information in this Offering Memorandum in accordance with, and as part of, their responsibility to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Dealers do not guarantee the accuracy or completeness of such information.

A-i

APPENDIX A

SUMMARIES OF BANK FACILITIES

TABLE OF CONTENTS
Page
BANK FACILITY FOR THE SERIES A-1 COMMERCIAL PAPER NOTES ...................................... A-1 BANK FACILITY FOR THE SERIES A-2 COMMERCIAL PAPER NOTES ...................................... A-6 BANK FACILITY FOR THE SERIES A-4 COMMERCIAL PAPER NOTES .................................... A-11 BANK FACILITY FOR THE SERIES A-6 COMMERCIAL PAPER NOTES .................................... A-18 BANK FACILITY FOR THE SERIES A-7 COMMERCIAL PAPER NOTES .................................... A-25

A-1
BANK FACILITY FOR THE SERIES A-1 COMMERCIAL PAPER NOTES

SMBC A-1 LETTER OF CREDIT
AND SMBC A-1 REIMBURSEMENT AGREEMENT
The Commission has entered into a reimbursement agreement (the “SMBC A-1 Reimbursement Agreement”) with Sumitomo Mitsui Banking Corporation, acting through its New York Branch (“SMBC”), pursuant to which SMBC has issued an irrevocable direct -pay letter of credit (the “SMBC A-1 Letter of Credit”) for the account of the Commission supporting the payment of principal of and interest due thereon at maturity or upon acceleration of Series A-1 Notes. The Series A-1 Notes are issued pursuant to the terms of the Amended and Restated Issuing and Paying Agent Agreement, dated as of March 1, 2017, as amended and restated as of April 25, 2017 (the “Series A-1 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A -1 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the SMBC A-1 Letter of Credit and SMBC A-1 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the SMBC A-1 Letter of Credit and SMBC A-1 Reimbursement Agreement. Investors should obtain and review copies of the SMBC A-1 Letter of Credit and SMBC A-1 Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized terms appearing under this heading “ SMBC A-1 LETTER OF CREDIT AND SMBC A-1 REIMBURSEMENT AGREEMENT” not otherwise defined herein shall have the meanings assigned to them in the SMBC A-1 Letter of Credit and SMBC A-1 Reimbursement Agreement, as applicable.

SMBC A-1 Letter of Credit
The SMBC A-1 Letter of Credit is an irrevocable transferable obligation of Sumitomo Mitsui Banking Corporation, acting through its New York Branch and supports the Series A -1 Notes only. The SMBC A-1 Letter of Credit was issued in an amount equal to the maximum principal amount of the Series A-1 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 365 days (the “Stated Amount”) . The Series A-1 Issuing and Paying Agent is authorized t o draw on the SMBC A-1 Letter of Credit in an aggregate amount not to exceed the Stated Amount of the SMBC A-1 Letter of Credit and in accordance with the terms and conditions and subject to the reductions and reinstatements in amount as set forth in the SMBC A-1 Letter of Credit, in one or more Drawings (as defined in the SMBC A-1 Letter of Credit), payable as set forth in the SMBC A-1 Letter of Credit on any Business Day (as defined in the SMBC A-1 Letter of Credit), by presentation of the appropriate certifications, (i) for the payment at maturity of the principal of and interest at maturity on Series A-1 Notes issued in accordance with the Series A-1 Issuing and Paying Agent Agreement, (ii) for the payment at maturity of the principal of and interest to maturity on Series A-1 Notes issued in accordance with the Series A-1 Issuing and Paying Agent Agreement that otherwise mature on or after the date that the Series A -1 Issuing and Paying Agent receives the Final Drawing Notice (as defined in the SMBC A-1 Letter of Credit) from SMBC, or (iii) for (x) the payment of the principal of and interest due upon acceleration of certain of the Series A -1 Notes issued in accordance with the Series A -1 Issuing and Paying Agent Agreement (each an “Acceleration Drawing”) or (y) the payment of the principal of and interest due upon acceleration of all outstanding Series A-1 Notes issued in accordance with the Series A -1 Issuing and Paying Agent Agreement (the “Final Acceleration Drawing”), in each case an aggregate amount not exceeding the Stated Amount of the SMBC A-1 Letter of Credit.

Upon SMBC honoring any Drawing, the Stated Amount and the amount available to be drawn under the SMBC A-1 Letter of Credit for subsequent Drawings will be automatically decreased by an

A-2
amount equal to the amount of such Drawing. In connection therewith, the Stated Amount and the amounts from time to time available to be drawn under the SMBC A-1 Letter of Credit (except in the case of the Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing Notice) will be increased when and to the extent, but only when and to the extent, (i) (A) of transfer by the Series A -1 Issuing and Paying Agent to SMBC on the date such Drawing is honored of proceeds of Series A-1 Notes issued on such date or (B) the Series A -1 Issuing and Paying Agent receives written notice from SMBC that SMBC has been reimbursed by or on behalf of the Commission for any amount drawn under the SMBC A-1 Letter of Credit, and (ii) that the Series A-1 Issuing and Paying Agent has not received from SMBC a No-Issuance Notice (as defined in the SMBC A-1 Letter of Credit) . Upon SMBC honoring the Final Acceleration Drawing, the Stated Amount shall be permanently reduced to zero and the Stated Amount shall no longer be reinstated.

The SMBC A-1 Letter of Credit will expire at 4:00 p.m., New York City time, on the date (the earliest of such dates to occur is referred to as the “Termination Date”) which is the earliest of (i) March 2, 2029 (the “Stated Expiration Date”) or such later date as is specified by SMBC in a written notice to the Series A-1 Issuing and Paying Agent, (ii) the later of (a) the date on which SMBC receives written notice from the Series A-1 Issuing and Paying Agent that an Alternate Facility as is specified in such notice (as defined in the Series A -1 Issuing and Paying Agent Agreement) has been substituted for the SMB C A-1 Letter of Credit in accordance with the Series A-1 Issuing and Paying Agent Agreement and (b) the effective date of such Alternate Facility (after SMBC honors any properly presented and conforming Drawing on or prior to such date), (iii) the date on which SMBC receives written notice from the Series A -1 Issuing and Paying Agent that there are no longer any Series A -1 Notes Outstanding within the meaning of the Series A-1 Issuing and Paying Agent Agreement nor does the Commission intend to issue any additional Series A-1 Notes under the Series A-1 Issuing and Paying Agent Agreement and that the Series A -1 Issuing and Paying Agent elects to terminate the SMBC A-1 Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A-1 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the SMBC A-1 Letter of Credit, and (v) the date on which the F inal Acceleration Drawing is honored under the SMBC A-1 Letter of Credit.

SMBC A-1 Reimbursement Agreement Events of Default
If any of the following events shall occur, each such event shall be an “Event of Default” under the SMBC A-1 Reimbursement Agreement:
(a) the Commission shall fail to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation (as defined in the SMBC A-1 Reimbursement Agreement), or (ii) any Obligation (as defined in the SMBC A-1 Reimbursement Agreement) (other than a Reimbursement Obligation) and, in such case, such failure shall continue for three (3) Business Days; (b) any representation or warranty made by or on behalf of the Commission in the SMBC A-1 Reimbursement Agreement or in any other Basic Document (as defined in the SMBC A-1 Reimbursement Agreement) or in any certificate or statement delivered thereunder shall be incorrect or untrue in any material respect when made or deemed to have been made or delivered; (c) the Commission shall default in the due perfor mance or observance of certain covenants set forth in the SMBC A-1 Reimbursement Agreement; (d) the Commission shall default in the due performance or observance of any other term, covenant or agreement contained in the SMBC A-1 Reimbursement Agreement or any other

A-3
Basic Document and such default shall remain unremedied for a period of thirty (30) days after the occurrence thereof;
(e) the Commission shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesc e in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property (as defined in the SMBC A-1 Reimbursement Agreement), (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in paragraph (f) below;
(f) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Commission or any substantial part of its Property, or a proceeding described in clause (e)(v) above shall be instituted against the Commission and such proceeding continues undischarged or any such proceeding continues undismissed or unstayed for a period of thirty (30) or more days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the SMBC A-1 Reimbursement Agreement) of the Commission by the Commission or any Governmental Authority (as defined in the SMBC A -1 Reimbursement Agreement) with appropriate jurisdiction;
(h) any material provision of the SMBC A-1 Reimbursement Agreement or any other Basic Document shall at any time for any reason cease to be valid and binding on the Commission for any reason or shall be declared by any court or other Governmental Authority with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof shall be publicly contested by the Commission or by a Governmental Authority with competent jurisdiction, or the Commission shall deny that it has any further liability under the SMBC A-1 Reimbursement Agreement or any other Basic Document;
(i) dissolution or termination of the existence of the Commission; (j) the Commission shall (i) default on the payment of the principal of or interest on any Wastewater Enterprise Debt (as defined in the SMBC A-1 Reimbursement Agreement), beyond the period of grace, if any, provided in the instrument or agreement under which such Wastewater Enterprise Debt was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt;

A-4
(k) the Commission shall (i) default on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption o r mandatory tender of such Wastewater Enterprise Debt;
(l) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 shall be ent ered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) days; (m) any “event of default” under any Basic Document (as defined respectively therein) shall have occurred;
(n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service shall be rendered to the effect that interest on the Series A -1 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A -1 N otes and either (i) the Commission, after it has been notified by the Internal Revenue Service, shall not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission shall challenge such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Moody’s or S&P shall have downgraded its long- term unenhanced rating of any Senior Debt (as defined in the SMBC A-1 Reimbursement Agreement) of the Commission to below “Baa2” (or its equivalent), or “BBB” (or its equivalent), respectively, or suspended or withdrawn its rating of the same; or
(p) the passage of any Law (as defined in the SMBC A-1 Reimbursement Agreement) has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the SMBC A-1 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the SMBC A-1 Reimbursement Agreement or any of the other Basic Documents; provided that the Event of Default set forth in this paragraph (p) shall be null and void and of no further force and effect from and after the date any r eimbursement agreement between the Commission and Bank of America, N.A., as provider of a letter of credit supporting any Commercial Paper Notes is terminated or a similar event of default is no longer provided therein.

SMBC A-1 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the SMBC A-1 Reimbursement Agreement, SMBC may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the SMBC A-1 Reimbursement Agreement or by law:

A-5
(a) declare all Obligations to be immediately due and payable, whereupon the same shall be immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “SMBC A-1 LETTER OF CREDIT AND SMBC A-1 REIMBURSEMENT AGREEMENT—SMBC A-1 Reimbursement Agreement Events of Default,” such acceleration shall automatically occur (unless such automatic acceleration is waived by SMBC in writing); or
(b) issue a No-Issuance Notice (the effect of which shall be as provided in the SMBC A-1 Reimbursement Agreement), reduce the Stated Amount of the SMBC A-1 Letter of Credit to the amount of the then outstanding Series A-1 Notes supported by the SMBC A-1 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the S MBC A-1 Letter of Credit as the then outstanding Series A-1 Notes are paid, and/or terminate the SMBC A- 1 Letter of Credit when no Series A-1 Notes remain outstanding; or (c) issue the Final Drawing Notice (the effect of which shall be to cause the Termination Date of the SMBC A-1 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-1 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity. [Remainder of page left blank intentionally.]

A-6
BANK FACILITY FOR THE SERIES A-2 COMMERCIAL PAPER NOTES

BANK OF AMERICA A-2 LETTER OF CREDIT
AND BANK OF AMERICA A-2 REIMBURSEMENT AGREEMENT
The Commission has entered into a reimbursement agreement (the Bank of America A -2 Reimbursement Agreement”) with Bank of America, N.A. (“Bank of America”), pursuant to which Bank of America will issue an irrevocable direct-pay letter of credit (the “Bank of America A-2 Letter of Credit”) for the account of the Commission supporting the payment of principal of and interest due thereon at maturity or upon acceleration of Series A-2 Notes. The Series A-2 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of June 1, 2017 (the “Series A-2 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-2 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the Bank of America A -2 Letter of Credit and the Bank of America A-2 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the Bank of America A-2 Letter of Credit or the Bank of America A-2 Reimbursement Agreement. Investors should obtain and review copies of the Bank of America A-2 Letter of Credit a nd the Bank of America A -2 Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized terms appearing under this heading “BANK OF AMERICA A- 2 LETTER OF CREDIT AND BANK OF AMERICA A- 2 REIMBURSEMENT AGREEMENT” shall have the meanings assigned to them in the Bank of America A-2 Reimbursement Agreement.

Bank of America A-2 Letter of Credit
The Bank of America A -2 Letter of Credit is an irrevocable transferable obligation of Bank of America and supports the payment of pr incipal of and interest on maturing Series A -2 Notes only . The Bank of America A-2 Letter of Credit may not be drawn on for any other purpose . The Bank of America A-2 Letter of Credit will be issued in an amount equal to the maximum principal amount of $150,000,000 of the Series A-2 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 365 days (the “Stated Amount”) . The Series A -2 Issuing and Paying Agent is authorized to draw on the Bank of America A-2 Letter of Credit in an aggregate amount not to exceed the Stated Amount of the Bank of America A-2 Letter of Credit and in accordance with the terms and conditions and, subject to the reductions and reinstatements as described therein, in amounts as set fo rth in the Bank of America A-2 Letter of Credit, in one or more Drawings (as defined in the Bank of America A -2 Letter of Credit), payable as set forth in the Bank of America A -2 Letter of Credit on any Business Day (as defined in the Bank of America A-2 Letter of Credit), by presentation of the appropriate certifications, (i) for the payment at maturity of the principal of and interest on Series A -2 Notes or (ii) for the payment at maturity of the principal of and interest to maturity on Series A-2 Notes that otherwise mature on or after the date that the Series A-2 Issuing and Paying Agent receives a Final Drawing Notice (as defined in the Bank of America A-2 Letter of Credit) from Bank of America.

Upon Bank of America honoring any Drawing, the Stated Amount and the amount available to be drawn under the Bank of America A-2 Letter of Credit by the Series A-2 Issuing and Paying Agent pursuant to any subsequent Drawing shall be automatically decreased by an amount equal to the amount of such Drawing. In connection therewith, the Stated Amount shall be increased when and to the extent, but only when and to the extent (i) (A) of transfer by the Series A-2 Issuing and Paying Agent to Bank of America on the date such Drawing is honored of proceeds of Series A -2 N otes issued on such date or (B) the Series A-2 Issuing and Paying Agent receives written notice from Bank of America that Bank of America

A-7
has been reimbursed by or on behalf of the Commission for any amount drawn under the Bank of America A-2 Letter of Credit by any Drawing, and (ii) that the Series A-2 Issuing and Paying Agent has not received a No-Issuance Notice (as defined in the Bank of America A-2 Letter of Credit) from Bank of America.

The Bank of America A-2 Letter of Credit shall expire at the close of business of Bank of America, on the date (the earliest of such date to occur referred to as the “Termination Date”) which is the earliest of (i) April 24, 2026 (unless extended pursuant to the terms of the Bank of America A -2 Letter of Credit), (ii) the later of the date on which Bank of America receives written notice from the Series A-2 Issuing and Paying Agent that an Alternate Facility (as defined in the Series A-2 Issuing and Paying Agent Agreement) has been substituted for the Bank of America A-2 Letter of Credit in accordance with the Series A-2 Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility (after Bank of America honors any properly presented and conforming Drawing on such date), (iii) the date on which Bank of America receives written notice from the Series A-2 Issuing and Paying Agent that there are no longer any Series A-2 Notes Outstanding within the meaning of the Series A-2 Issuing and Paying Agent Agreement and that the Series A -2 Issuing and Paying Agent elects to terminate the Bank of America A -2 Letter of Credit, and (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A -2 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the Bank of America A -2 Letter of Credit.

Bank of America A-2 Reimbursement Agreement Events of Default If any of the following events occurs, each such event will be an “Event of Default” under the Bank of America A-2 Reimbursement Agreement:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation (as defined in the Bank of America A -2 Reimbursement Agreement), or (ii) any Obligation (as defined in the Bank of America A -2 Reimbursement Agreement) (other than a Reimbursement Obligation) under the Bank of America A-2 Reimbursement Agreement or under the Fee Agreement (as defined in the Bank of America A-2 Reimbursement Agreement) and, in such case, such failure continues for five (5) Business Days (as defined in the Bank of America A-2 Reimbursement Agreement);
(b) any representation or warranty made by or on behalf of the Commission in the Bank of America A-2 Reimbursement Agreement or in any other Basic Document (as defined in the Bank of America A-2 Reimbursement Agreement) or in any certificate or statement delivered thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due performance or observance of certain no cure period covenants set forth in the Bank of America A-2 Reimbursement Agreement; (d) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in the Bank of America A -2 Reimbursement Agreement or any other Basic Document and such default remains unremedied for a period of thirty (30) days after the occurrence thereof;
(e) the Commission or the City and County of San Franci sco, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, or admits in writing its inability to pay, its debts generally as they become due, (iii) makes an assignment for the benefit

A-8
of creditors, (iv) applies for, seeks, consents to, or acquiesces in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property (as defined in the Bank of America A-2 Reimbursement Agreement), (v) institutes any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) takes any corporate action in furtherance of any matter described in clauses (i) through (v) above, or (vii) fails to contest in good faith any appointment or proceeding described in paragraph (f) below; (f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (v) of paragraph (e) above is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the Bank of America A -2 Reimbursement Agreement) of the Commission by the Commission or any Governmental Authority (as defined in the Bank of America A -2 Reimbursement Agreement) with appropriate jurisdiction; (h) any material provision of the Bank of America A -2 Reimbursement Agreement, the Charter or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof is publicly contested by the Commission, or the Commission publicly contests the validity or enforceability of any obligation to pay Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Bank of A merica A -2 Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Wastewater Enterprise Debt (as defined in the Bank of America A -2 Reimbursement Agreement), including, without limitation, the Wastewater Bonds I ndenture (as defined in the Bank of America A -2 Reimbursement Agreement);
(i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Wastewater Enterprise Debt, b eyond the period of grace, if any, provided in the instrument or agreement under which such Wastewater Enterprise Debt was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt;

A-9
(k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which de fault, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt); (l) any final, nonappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of sixty (60) days; (m) (i) the Commission shall default in the due performance or observance of any material term, covenant or agreement contained in a ny other Basic Document and the same shall not have been cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred; (n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A-2 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-2 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Fitch, Moody’s and S&P (i) downgrades its long term rating of any Senior Debt (as defined in the Bank of America A -2 Reimbursement Agreement) of the Commission to below “ BBB+” (or its equivalent), “ Baa1” (or its equivalent), or “ BBB+” (or its equivalent) respectively, or (ii) suspends or withdraws its rating of the same; or (p) the passage of any Law (as defined in the Bank of America A -2 Reimbursement Agreement) has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the Bank of America A-2 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the Bank of America A -2 Reimbursement Agreement or any of the other Basic Documents.

Bank of America A-2 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the Bank of America A -2 Reimbursement Agreement, Bank of America may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the Bank of America A-2 Reimbursement Agreement or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same are immediately due and payable without any further notice of any kind, which notice is waived by

A-10
the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “BANK OF AMERICA A-2 LETTER OF CREDIT AND BANK OF AMERI CA A- 2 REIMBURSEMENT AGREEMENT—Bank of Ameri ca A -2 Reimbursement Agreement Events of Default,” such acceleration will automatically occur (unless such automatic acceleration is waived by Bank of America in writing); or (b) issue a No Issuance Notice (the effect of which will be as provided in the Bank of America A-2 Reimbursement Agreement), reduce the Stated Amount of the Bank of America A-2 Letter of Credit to the amount of the then outstanding Series A -2 Notes supported by the Bank of America A-2 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the Bank of America A-2 Letter of Credit as the then outstanding Series A-2 Notes are paid and terminate the Bank of America A -2 Letter of Credit when no Series A -2 Notes remain outstanding; or
(c) issue the Fina l Drawing Notice (the effect of which will be to cause the Termination Date of the Bank of America A -2 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-2 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity. [Remainder of page left blank intentionally.]

A-11
BANK FACILITY FOR THE SERIES A-4 COMMERCIAL PAPER NOTES

TD BANK A-4 LIQUIDITY FACILITY
[To be reviewed and updated as needed]
The Commission has entered into a dedicated liquidity facility (the “ TD Bank A-4 Liquidity Facility”) with TD Bank, N.A. (“TD Bank”) to provide back-up liquidity to pay principal of and accrued interest on maturing Series A-4 Notes. The Series A-4 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of July 1, 2012, as amended by the First Amendment to Issuing and Paying Agent Agreement, dated as of August [2], 2024 (together, the “Series A-4 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-4 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the TD Bank A-4 Liquidity Facility. Such summary does not purport to be a complete description or restatement of the material provisions of the TD Bank A-4 Liquid ity Facility. Investors should obtain and review a copy of the TD Bank A-4 Liquidity Facility in order to understand all of the terms of such document. All capitalized terms appearing under this heading “ TD BANK A-4 LIQUIDITY FACILITY” shall have the mea nings assigned to them in the TD Bank A-4 Liquidity Facility.

The Commission has entered into the TD Bank A-4 Liquidity Facility with TD Bank . The TD Bank A-4 Liquidity Facility can be drawn upon by the Commission, subject to compliance with certain conditions as specified in the TD Bank A-4 Liquidity Facility, in an amount equal to the maximum principal amount of the Series A-4 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 365 days.

The stated Commitment Expiration Date of the TD Bank A-4 Liquidity Facility is July [3], 2028, unless sooner terminated or later extended pursuant to its terms. In the event the Commission issues Subordinated Wastewater Bonds, and after TD Bank has provided notice to the Commission and the Issuing and Paying Agent, the commitment under the TD Bank A-4 Liquidity Facility will be reduced to the principal amount of the Series A -4 Notes then outstanding. Upon the maturity date of such Series A - 4 Notes, the commitment will b e permanently reduced further and upon the final maturity of such Series A-4 Notes, the commitment under the TD Bank A-4 Liquidity Facility will be terminated. Following receipt of such notice, the Commission will not issue any additional Series A -4 Notes while the TD Bank A-4 Liquidity Facility is in effect.

Immediate Termination Events
The following constitute Immediate Termination Events under the TD Bank A-4 Liquidity Facility:

Payments. The Commission fails to pay principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan when the same becomes due and payable in accordance with its terms;
Invalidity. (A) Any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, at any time, and for any reason,

A-12
ceases to be valid and binding on the Commission, or is declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (B) an Authorized Representative of the Commission (i) publ icly contests or contests in writing any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues or (ii) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Charter, the TD Bank A- 4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, th e principal of or interest on the Series A -4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (C) the State or the Commission has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A -4 Issuing and Paying Agent Agree ment, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (D) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions finds or rules, in a judicial or administrative proceeding, that any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions, as the case may be, relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, is not valid or not binding on, or enforceable against, the Commission; Insolvency, Etc. The Commission or the City and County of San Francisco, directly or indirectly, becomes insolvent or admits in writing its inability to pay its debts as they mature or declares a moratorium on the payment of its debts or apply for, consent to or acquiesce in the appointment of a trustee, custodian, liquidator or receiver for itself or any substantial part of its property, or takes any action to authorize or effect any of the foregoing; or in the absence of any such application, consent or acquiescence, a trustee, custodian, liquidator or receiver is appointed for it or for a substantial part of its property or revenues and is not discharged within a period of sixty (60) days; or the State or any other governmental authority having jurisdiction over the Commission or the City and County of San Francisc o imposes a debt moratorium or comparable extraordinary restriction on repayment when due and payable of the principal of or interest on all Debt of the Commission and all of the Series A -4 Notes; or all, or any substantial part, of the property of the Com mission or the City and County of San Francisco is condemned, seized, or otherwise appropriated, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is instituted by or against the Commission or the City and County of San Francisco (or any action is taken to authorize or effect the institution by it of any of the foregoing) and if instituted against it, shall be consented to or acquiesced in by it, or shall not be dismissed within a period of sixty (60) days; Cross-Default to Senior Debt or Parity Debt. The Commission fails to pay, when due and payable, any principal of or interest on any Senior Debt or any Parity Debt (including, without limitation, any principal or sinking fund installments thereon but excluding Commercial Paper Notes and Other Commercial Paper Notes);

A-13
Cross-Default to Commercial Paper Notes. The Commission fails to pay, when due and payable, any interest on any Commercial Paper Notes or Other Commercial Paper Notes (but excluding the interest on Commercial Paper Notes or Other Commercial Paper Notes issued by or on behalf of the Commission so long as the payment of such interest is supported by a third-party liquidity facility or a third-party credit facility);
Unsatisfied Judgments. A final, nonappealable, judgment or order for the payment of money in excess of $15,000,000, individually or in the aggregate, is rendered against the Commission and payable from Pledged Revenues and such judgment or order continues unsatisfied and unstayed for a period of sixty (60) days; or
Ratings. The long-term credit ratings assigned by Moody’s and S&P (to the extent then providing a rating) to unenhanced Parity Debt, unenhanced Subordinated Was tewater Bonds or unenhanced Senior Debt is (A) reduced below “Baa3” (or its equivalent) and “BBB -” (or its equivalent) or (B) withdrawn or suspended for any credit related reasons; provided, that nothing in the TD Bank A-4 Liquidity Facility requires the C ommission to maintain a long -term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

Existence. The dissolution or termination of the existence of the Commission if a Governmental Authority does not, contemporaneously with the dissolution or termination of the existence of the Commission, assume the obligations of the Commission under this Agreement and the other Basic Documents to which it is a party related to pay principal of or interest on the Series A-4 Notes, the Revolving Note, the Term Note, any Advance or any Term Loan and Senior Debt or any Parity Debt.

Other Events of Default
The following, together with the Immediate Termination Events and the Suspension E vents, constitute Events of Default under the TD Bank A-4 Liquidity Facility:

Representations Untrue. Any representation, warranty, certification or statement made by the Commission in the TD Bank A-4 Liquidity Facility or in any Basic Document or in any certificate, financial statement or other document delivered pursuant to the TD Bank A-4 Liquidity Facility or any Basic Document was (in any such case) incorrect or untrue in any material respect when made or deemed to have been made.

Certain Covenant Def aults. The Commission defaults in the due performance or observance of any term, covenant or agreement contained in certain clauses of the TD Bank A-4 Liquidity Facility.

Other Covenant Defaults. The Commission defaults in the due performance or observance of any term, covenant or agreement contained in the TD Bank A-4 Liquidity Facility (other than those covered as set forth under “TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Payments” or “Other Events of Default —Certain Covenant Defaults” above) and such default, if capable of being remedied, remains unremedied for thirty (30) days after the earlier to occur of (i) written notice thereof has given to the Commission by TD Bank or (ii) an Authorized Representative of the Commission has actua l knowledge thereof.

Other Invalidity. (i) Any material provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A -4 Issuing and Paying Agent Agreement, the Resolutions, the City Legi slation or the Fee Letter (other than a provision referred to in “TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity”), is declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or

A-14
state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (ii) an Authorized Representative of the Commission (A) contests any material provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “ TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity”) or (B) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any material provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “ TD BANK A-4 LIQUIDITY FACILITY —Immediate Termination Events —Invalidity”); or (iii) the State or the Commission has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any material provision of relating to the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A-4 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “ TD BANK A-4 LIQUIDITY FACILITY —Immediate Termination Events —Invalidity”); (iv) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A -4 Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter finds or rules, in a judicial or administrative proceeding, that any material provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A -4 Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter (other than a provision referred to in “ TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity” is not valid or not binding on, or enforceable against, the Commission or (v) a debt moratorium or comparable extraordinary restriction on repayment of debt has been declared or imposed (whether or not in writing) with respect to the Fee Letter, the Series A -4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan.

Other Cross-Defaults. The Commission fails to pay when due and payable (i) any principal of or interest on any Debt (other than Senior Debt or Parity Debt) in excess of $10,000,000 of the Commission and such failure continues beyond any applicable period of grace specified in any underlying indenture, contract or instrument providing for the creation thereof or (ii) any principal on any Commercial Paper Notes or Other Commercial Paper Notes (other than the Series A-4 Notes).

Basic Document Default. (i) T he Commission defaults in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same is not cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred.

Other Payments. The Commission fails to pay (i) any amount required pursuant to the Fee Letter when said amount is due and payable or (ii) any amount payable under the TD Bank A-4 Liquidity Facility within five (5) days after the same is due and after written demand by TD Bank in respect thereof, other than payments described in “TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events— Payments” and clause (i) of this paragraph.

Taxability. A ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A -4 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-4 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered.

A-15
Other Insolvency. (i) There is commenced against the Commission any case, proceeding or other action of a nature referred to in “ TD BANK A-4 LIQUIDITY FACILITY— Immediate Termination Events—Insolvency, Etc.” above which (A) results in an order for such relief or in the appointment of a receiver or similar official or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (ii) there is commenced against the Commission, any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets or for all or any portion of the Pledged Revenues, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof.

Ratings. The long-term credit ratings assigned by Moody’s or S&P to unenhanced Parity Debt or unenhanced Senior Debt shall be (i) reduced below “A3” (or its equivalent) or “A-” (or its equivalent)” or (ii) withdrawn or suspended for any credit related reasons; provided, that nothing in the TD Bank A-4 Liquidity Facility shall require the Commission to maintain a long -term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

Cross Acceleration . The Commission (i) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt).

Remedies
(a) Immediate Termination Events . In the case any Event of Default which is an Immediate Termination Event has occurred, (i) the Commitment will immediately and automatically terminate, without notice from TD Bank, and (ii) all amounts due under the TD Bank A-4 Liquidity Facility, the Fee Letter and under the Revolving Note and the Term Note will immediately become due and payable; provided, that the Event of Default described in clause (B) of “TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Payments.” will not qualify as an “Immediate Termination Event” under the TD Bank A-4 Liquidity Facility if the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan is due solely to an acceleration thereof by TD Bank for any reason other than the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan; provided, further , that the Event of Default described in TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Cross-Default to Senior Debt or Parity Debt.” will not qualify as an “Immediate Termi nation Event” under the TD Bank A-4 Liquidity Facility if the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt is due solely to an acceleration thereof by a provider of credit enhancement or liquidity support with respect thereto for any reason other than the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt.

A-16
(b) Suspension Events . In the case of a Default described in “TD BANK A-4 LIQUIDITY FACILITY—Other Events of Default—Other Insolvency.” (a “Suspension Event”), the Commitment will be immediately suspended without notice or demand and, thereafter, TD Bank will be under no obligation to make Advances or Term Loans under the TD Bank A-4 Liquidity Facility until the Available Commitment is rei nstated as described in the TD Bank A-4 Liquidity Facility. Promptly upon the occurrence of any such Suspension Event, TD Bank will notify the Commission, the Series A-4 Issuing and Paying Agent and the Dealer of such suspension and the effective date of such suspension in writing by facsimile, promptly confirmed by regular mail; provided, that TD Bank will incur no liability of any kind by reason of its failure to give such notice and such failure will in no way affect the suspension of the Available Comm itment or its obligation to make Advances or Term Loans pursuant to the TD Bank A-4 Liquidity Facility. The Commission will promptly direct the Series A-4 Issuing and Paying Agent to notify all Holders of a suspension of the obligation of TD Bank to make Advances and Term Loans as a result of the occurrence of such Suspension Event. Upon the occurrence of a Suspension Event, the Commitment will immediately and automatically suspended and remain suspended until the case, proceeding or other action referred to therein is either dismissed, discharged or bonded within sixty (60) days from the commencement of such case, proceeding or action, or the date on which TD Bank’s obligations under the TD Bank A-4 Liquidity Facility have terminated or expired i n accordance with the terms hereof (the “Termination Date”) occurs, whichever is first. In the event that said Suspension Event has been dismissed, discharged or bonded within the sixty (60) day period described therein and prior to the Termination Date, then the Available Commitment and the obligation of TD Bank to make Advances and Term Loans will be reinstated and the terms of the TD Bank A-4 Liquidity Facility will continue in full force and effect as if there had been no such suspension (unless the Commitment Period will otherwise have been terminated, suspended or expired as provided in the TD Bank A-4 Liquidity Facility). In the event that said Suspension Event is not dismissed, discharged or bonded within said sixty (60) day period when the Termination Date occurs, then the Available Commitment and the obligation of TD Bank to make Advances and Term Loans will terminate on the Termination Date without notice or demand and, thereafter, TD Bank will be under no obligation to make such Advances and Term Loans under the TD Bank A-4 Liquidity Facility.
(c) All Events of Default. In the case of any Event of Default, including any Immediate Termination Event or a Suspension Event that has occurred and is continuing, TD Bank (i) may by written notice to the Commission declare all amounts due under the TD Bank A-4 Liquidity Facility, under the Fee Letter or under the Revolving Note or the Term Note to be immediately due and payable, whereupon the same will immediately become due and payable, (ii) may by writt en notice to the Commission and the Series A -4 Issuing and Paying Agent (a n “EoD No-Issuance Notice”) in substantially the form of Exhibit H to the TD Bank A-4 Liquidity Facility declare the Available Principal Commitment to be reduced to the principal amo unt of Series A-4 Notes then outstanding and to be permanently reduced further on the maturity date of each such Series A -4 Notes by an amount equal to the principal amount of such Series A-4 Notes with the Commitment to be terminated upon the last maturit y date applicable to all such Series A -4 Notes and the Available Interest Commitment shall immediately be reduced to the amount of interest to accrue on such outstanding Series A-4 Notes, and the Available Commitment shall be further reduced in a similar manner as and when the Series A-4 Notes mature, (iii) may petition a court of competent jurisdiction to issue a mandamus order to the Commission to compel specific performance of the covenants of the Commission contained in the Resolutions or herein and (iv) may pursue any other rights or remedies under the TD Bank A-4 Liquidity Facility, the Fee Letter, the Resolutions, any other Basic Document, applicable law or otherwise. Except as expressly provided in the TD Bank A-4 Liquidity Facility, procurement, de mand, protest and all other notices of every kind are

A-17
expressly waived in the TD Bank A-4 Liquidity Facility. Following receipt of an EoD No-Issuance Notice, the Commission shall not issue any additional Series A-4 Notes. (d) Timing of EoD No-Issuance Notice. An EoD No-Issuance Notice that is received by the Commission at or before 3:00 p.m. (New York City time) will be effective when received.

An EoD No-Issuance Notice that is received by Commission after 3:00 p.m. (New York City time) will not be effective until the opening of business on the next succeeding Business Day. (e) Copies of Notices. Concurrently with the occurrence of an Immediate Termination Event pursuant to the TD Bank A-4 Liquidity Facility or an EoD No-Issuance Notice pursuant to the TD Bank A-4 Liquidity Facility, the Commission will give notice to the Series A-4 Issuing and Paying Agent and the Dealers.

In addition, concurrently with giving such notice to the Commission and the Series A-4 Issuing and Paying Agent, TD Bank will provide a copy thereof to the Dealers at their respective addresses referred to in the TD Bank A-4 Liquidity Facility; provided, however, that TD Bank will not incur any liability as a result of its failure to provide a copy of such a notice in accordance with this sentence.

Related Covenants
Under the related Series A-4 Issuing and Paying Agent Agreement, the Commission covenants to maintain in effect the TD Bank A-4 Liquidity Facility or an Alternate Facility meeting the requirements of such Series A-4 Issuing and Paying Agent Agreement at all times that Series A -4 Notes are Outstanding thereunder. The Commission further covenants that if it is unable to obtain a commitment for an Alternate Facility at least 90 days prior to the Commitment Expiration Date, it shall use its best efforts, to the extent permitted by law, to endeavor to refinance such outstanding Series A -4 Notes or Bank Notes, as the case may be.

The Commission shall deliver written notice of a proposed Alternate Facility to the Series A -4 Issuing and Paying Agent, TD Bank, the City and each Dealer not less than 45 days prior to the substitution date. The Series A -4 Issuing and Paying Agent shall deliver written notice of such substitution to the registered Holders of Series A-4 Notes at least 30 days prior to the substitution date. [Remainder of page left blank intentionally.]

A-18
BANK FACILITY FOR THE SERIES A-6 COMMERCIAL PAPER NOTES

BANK OF AMERICA A-6 LIQUIDITY FACILITY
[To be reviewed and updated as needed]
The Commission has entered into a dedicated liquidity facility (the “Bank of America A-6 Liquidity Facility”) with Bank of America, N.A. (“Bank of America”) to provide back-up liquidity to pay principal of and accrued interest on maturing Series A -6 Notes. The Series A -6 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of October 1, 2014, as amended by the First Amendment to Issuing and Paying Agent Agreement, dated as of October 15, 2019, and as amended by the Second Amendment to Issuing Pa ying Agent Agreement, dated as of August [2], 2024 (collectively, the “Series A-6 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-6 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the Bank of America A-6 Liquidity Facility. Such summary does not purport to be a complete description or resta tement of the material provisions of the Bank of America A-6 Liquidity Facility. Investors should obtain and review a copy of the Bank of America A-6 Liquidity Facility in order to understand all of the terms of such document. All capitalized terms appearing under this heading “BANK OF AMERICA A-6 LIQUIDITY FACILITY” shall have the meanings assigned to them in the Bank of America A-6 Liquidity Facility.

The Commission has entered into the Bank of America A-6 Liquidity Facility with Bank of America. The Bank of America A-6 Liquidity Facility can be drawn upon by the Commission, subject to compliance with certain conditions as specified in the Bank of America A-6 Liquidity Facility, in an amount equal to the maximum principal amount of the Series A-6 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 365 days.

The stated Commitment Expiration Date of the Bank of America A-6 Liquidity Facility is [_______], 202[__], unless sooner terminated or later extended pursuant to its terms. In the event the Commission issues Subordinated Wastewater Bonds, and after Bank of America has provided notice to the Commission and the Issuing and Paying Agent, the commitment under the Bank of America A-6 Liquidity Facility will be reduced to the principal amount of the Series A-6 Notes then outstanding. Upon the maturity date of such Series A -6 Notes, the commitment will be permanently reduced further and upon the final maturity of such Series A-6 Notes, the commitment under the Bank of America A-6 Liquidity Facility will be terminated. Following receipt of such notice, the Commission will not issue any additional Series A -6 Notes while the Bank of America A-6 Liquidity Facility is in effect.

Immediate Termination Events
The following constitute Immediate Termination Events under the Bank of America A-6 Liquidity Facility:

Payments. The Commission fails to pay principal of, or interest on, the Revolving Note, the Term Note, any Advan ce or any Term Loan when the same becomes due and payable in accordance with its terms;
Invalidity. (A) Any provision of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay,

A-19
when due, the principal of or interest on the Series A -6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, at any time, and for any reason, ceases to be valid and binding on the Commission, or is declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (B) an Authorized Representative of the Commission (i) publicly contests or contests in writing any provision of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues or (ii) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (C) the State or the Commission has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any provision of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A -6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (D) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A -6 Note, the Series A-6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions finds or rules, in a judicial or administrative proceeding, that any provision of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions, as the case may be, relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -6 Notes, the Term Note, the Rev olving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, is not valid or not binding on, or enforceable against, the Commission;
Insolvency, Etc. The Commission or the City and County of San Francisco, directly or indirectly, becomes insolvent or admits in writing its inability to pay its debts as they mature or declares a moratorium on the payment of its debts or apply for, consent to or acquiesce in the appointment of a trustee, custodian, liquidator or receiver for itself or any substantial part of its property, or takes any action to authorize or effect any of the foregoing; or in the absence of any such application, consent or acquiescence, a trustee, custodian, liquidator or receiver is appointed for it or for a substantial part of its property or revenues and is not discharged within a period of sixty (60) days; or the State or any other governmental authority having jurisdiction over the Commission or the City and County of San Francisco imposes a debt moratoriu m or comparable extraordinary restriction on repayment when due and payable of the principal of or interest on all Debt of the Commission and all of the Series A -6 Notes; or all, or any substantial part, of the property of the Commission or the City and County of San Francisco is condemned, seized, or otherwise appropriated, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is instituted by or against t he Commission or the City and County of San Francisco (or any action is taken to authorize or effect the institution by it of any of the foregoing) and if instituted against it, shall be consented to or acquiesced in by it, or shall not be dismissed within a period of sixty (60) days;

A-20
Cross-Default to Senior Debt or Parity Debt. The Commission fails to pay, when due and payable, any principal of or interest on any Senior Debt or any Parity Debt (including, without limitation, any principal or sinking fund installments thereon but excluding Commercial Paper Notes and Other Commercial Paper Notes);
Cross-Default to Commercial Paper Notes. The Commission fails to pay, when due and payable, any interest on any Commercial Paper Notes or Other Commercial Paper Notes (but excluding the interest on Commercial Paper Notes or Other Commercial Paper Notes issued by or on behalf of the Commission so long as the payment of such interest is supported by a third-party liquidity facility or a third-party credit facility);
Unsatisfied Judgments. A final, nonappealable, judgment or order for the payment of money in excess of $15,000,000, individually or in the aggregate, is rendered against the Commission and payable from Pledged Revenues and such judgment or order continues unsatisfied and unstayed for a period of sixty (60) days; or
Ratings. The long-term credit ratings assigned by Moody’s and S&P (to the extent then providing a rating) to unenhanced Parity Debt, unenhanced Subordinated Wastewater Bonds or unenhanced Senio r Debt is (A) reduced below “Baa3” (or its equivalent) and “BBB -” (or its equivalent) or (B) withdrawn or suspended for any credit related reasons; provided, that nothing in the Bank of America A-6 Liquidity Facility requires the Commission to maintain a long-term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

Existence. The dissolution or termination of the existence of the Commission if a Governmental Authority does not, contemporaneously with the dissolution or termination of the existence of the Commission, assume the obligations of the Commission under this Agreement and the other Basic Documents to which it is a party related to pay principal of or interest on the Series A-6 Notes, the Revolving Note, the Term Note, any Advance or any Term Loan and Senior Debt or any Parity Debt.

Other Events of Default
The following, together with the Immediate Termination Events and the Suspension Events, constitute Events of Default under the Bank of America A-6 Liquidity Facility:

Representations Untrue. Any representation, warranty, certification or statement made by the Commission in the Bank of America A-6 Liquidity Facility or in any Basic Document or in any certificate, financial statement or other document delivered pursuant to the Bank of America A-6 Liquidity Facility or any Basic Document was (in any such case) incorrect or untrue in any material respect when made or deemed to have been made.

Certain Covenant Defa ults. The Commission defaults in the due performance or observance of any term, covenant or agreement contained in certain clauses of the Bank of America A-6 Liquidity Facility.

Other Covenant Defaults. The Commission defaults in the due performance or observance of any term, covenant or agreement contained in the Bank of America A-6 Liquidity Facility (other than those covered as set forth under “BANK OF AMERICA A-6 LIQUIDITY FACILITY—Immediate Termination Events—Payments” or “Other Events of Default—Certain Covenant Defaults” above) and such default, if capable of being remedied, remains unremedied for thirty (30) days after the earlier to occur of (i) written notice thereof has given to the Commission by Bank of America or (ii) an Authorized Representative of the Commission has actual knowledge thereof.

A-21
Other Invalidity. (i) Any material provision of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter (other than a provision referred to in “BANK OF AMERICA A-6 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity”), is declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (ii) an Authorized Representative of the Commission (A) contests any material provision of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “ BANK OF AMERICA A-6 LIQUIDITY FACILITY—Immediate Termination Events —Invalidity”) or (B) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any material provision of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A -6 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “ BANK OF AMERICA A-6 LIQUIDITY FACILITY —Immediate Termination Events—Invalidity”); or (iii) the State or the Commission has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any material provision of relating to the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A -6 Note, the Series A-6 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “BANK OF AMERICA A-6 LIQUIDITY FACILITY—Immediate Termination Events —Invalidity”); (iv) any Governmental Authority with jurisdiction to rule on the validity or enforcea bility of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter finds or rules, in a judic ial or administrative proceeding, that any material provision of the Charter, the Bank of America A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement, the Resolutions, the City L egislation or the Fee Letter (other than a provision referred to in “BANK OF AMERICA A-6 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity” is not valid or not binding on, or enforceable against, the Commission or (v) a debt moratorium or comparable extraordinary restriction on repayment of debt has been declared or imposed (whether or not in writing) with respect to the Fee Letter, the Series A-6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan.

Other Cross-Defaults. The Commission fails to pay when due and payable (i) any principal of or interest on any Debt (other than Senior Debt or Parity Debt) in excess of $10,000,000 of the Commission and such failure continues beyond any applicable period of grace specified in any unde rlying indenture, contract or instrument providing for the creation thereof or (ii) any principal on any Commercial Paper Notes or Other Commercial Paper Notes (other than the Series A-6 Notes).

Basic Document Default. (i) The Commission defaults in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same is not cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred.

Other Payments. The Commission fails to pay (i) any amount required pursuant to the Fee Letter when said amount is due and payable or (ii) any amount payable under the Bank of America A-6 Liquidity Facility within five (5) days after the same is due and after written demand by Bank of America in respect thereof, other than payments described in “ BANK OF AMERICA A-6 LIQUIDITY FACILITY — Immediate Termination Events—Payments” and clause (i) of this paragraph.

A-22
Taxability. A ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A -6 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-6 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered.

Other Insolvency. (i) There is commenced against the Commission any case, proceeding or other action of a nature referred to in “ BANK OF AMERICA A-6 LIQUIDITY FACILITY —Immediate Termination Events —Insolvency, Etc.” above which (A) results in an order for such relief or in the appointment of a receiver or similar official or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (ii) there is commenced against the Commission, any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets or for all or any portion of the Pledged Revenues, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof.

Ratings. The long-term credit ratings assigned by Moody’s or S&P to unenhanced Parity Debt or unenhanced Senior Debt shall be (i) reduced below “A3” (or its equivalent) or “A-” (or its equivalent)” or (ii) withdrawn or suspended for any credit related reasons; provided, that nothing in the Bank of America A-6 Liquidity Facility shall require the Commission to maintain a long-term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

Cross Acceleration . The Commission (i) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt or contained in any instrument o r agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt).

A-23
of Default described in BANK OF AMERICA A-6 LIQUIDITY FACILITY —Immediate Termination Events —Cross-Default to Senior Debt or Parity Debt.” will not qualify as an “Immediate Termination Event” under the Bank of America A-6 Liquidity Facility if the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt is due solely to an acceleration thereof by a provider of credit enhancement or liquidity support with respect thereto for any reason other than the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt. (b) Suspension Events. In the case of a Default described in “BANK OF AMERICA A-6 LIQUIDITY FACILITY —Other Events of Default —Other Insolvency.” (a “Suspension Event”), the Commitment will be immediately suspended without notice or demand and, thereafter, Bank of America will be under no obligation to make Advances or Term Loans under the Bank of America A-6 Liquidity Facility until the Available Commitment is reinstated as described in the Bank of America A-6 Liquidity Facility. Promptly upon the occurrenc e of any such Suspension Event, Bank of America will notify the Commission, the Series A-6 Issuing and Paying Agent and the Dealer of such suspension and the effective date of such suspension in writing by facsimile, promptly confirmed by regular mail; provided, that Bank of America will incur no liability of any kind by reason of its failure to give such notice and such failure will in no way affect the suspension of the Available Commitment or its obligation to make Advances or Term Loans pursuant to the Bank of America A-6 Liquidity Facility. The Commission will promptly direct the Series A -6 Issuing and Paying Agent to notify all Holders of a suspension of the obligation of Bank of America to make Advances and Term Loans as a result of the occurrence of such Suspension Event. Upon the occurrence of a Suspension Event, the Commitment will immediately and automatically suspended and remain suspended until the case, proceeding or other action referred to therein is either dismissed, discharged or bonded wi thin sixty (60) days from the commencement of such case, proceeding or action, or the date on which Bank of America’s obligations under the Bank of America A-6 Liquidity Facility have terminated or expired in accordance with the terms hereof (the “Termination Date”) occurs, whichever is first. In the event that said Suspension Event has been dismissed, discharged or bonded within the sixty (60) day period described therein and prior to the Termination Date, then the Available Commitment and the obligation of Bank of America to make Advances and Term Loans will be reinstated and the terms of the Bank of America A-6 Liquidity Facility will continue in full force and effect as if there had been no such suspension (unless the Commitment Period will otherwise have been terminated, suspended or expired as provided in the Bank of America A-6 Liquidity Facility). In the event that said Suspension Event is not dismissed, discharged or bonded within said sixty (60) day period when the Termination Date occurs, then the Available Commitment and the obligation of Bank of America to make Advances and Term Loans will terminate on the Termination Date without notice or demand and, thereafter, Bank of America will be under no obligation to make such Advances and Term Loans under the Bank of America A-6 Liquidity Facility.
(c) All Events of Default. In the case of any Event of Default, including any Immediate Termination Event or a Suspension Event that has occurred and is continuing, Bank of America (i) may by written notice to the Commission declare all amounts due under the Bank of America A-6 Liquidity Facility, under the Fee Letter or under the Revolving Note or the Term Note to be immediately due and payable, whereupon the same will immediately become due and payable, (ii) may by written notice to the Commission and the Series A -6 Issuing and Paying Agent (an “EoD No-Issuance Notice”) in substantially the form of Exhibit H to the Bank of America A-6 Liquidity Facility declare the Available Principal Commitment to be reduced to the principal amount of Series A-6 Notes then outstanding and to be permanently reduced further on the maturity date of each such Series A-6 Notes by an amount equal to the principal amount of such Series A -6 Notes with the Commitment to be terminated upon the last maturity date applicable to all such Series A- 6 Notes and the Available Interest Commitment shall immediately be reduced to the amount of

A-24
interest to accrue on such outstanding Series A -6 Notes, and the Available Commitment shall be further reduced in a similar manner as and when the Series A -6 Notes mature, (iii) may petition a court of competent jurisdiction to issue a mandamus order to the Commission to compel specific performance of the covenants of the Commission contained in the Resolutions or herein and (iv) may pursue any other rights or remedies under the Bank of America A-6 Liquidity Facility, the Fee Letter, the Resolutions, any other Basic Document, applicable law or otherwise. Except as expressly provided in the Bank of America A-6 Liquidity Facility, procurement, demand, protest and all other notic es of every kind are expressly waived in the Bank of America A-6 Liquidity Facility. Following receipt of an EoD No- Issuance Notice, the Commission shall not issue any additional Series A-6 Notes.
(d) Timing of EoD No-Issuance Notice. An EoD No-Issuance Notice that is received by the Commission at or before 3:00 p.m. (New York City time) will be effective when received.

An EoD No-Issuance Notice that is received by Commission after 3:00 p.m. (New York City time) will not be effective until the opening of business on the next succeeding Business Day. (e) Copies of Notices. Concurrently with the occurrence of an Immediate Termination Event pursuant to the Bank of America A-6 Liquidity Facility or an EoD No- Issuance Notice pursuant to the Bank of America A-6 Liquidity Facility, the Commission will give notice to the Series A-6 Issuing and Paying Agent and the Dealers.

In addition, concurrently with giving such notice to the Commission and the Series A-6 Issuing and Paying Agent, Bank of America will provide a copy thereof to the Dealers at their respective addresses referred to in the Bank of America A-6 Liquidity Facility; provided, however, that Bank of America will not incur any liability as a result of its failure to provide a copy of such a notice in a ccordance with this sentence.

Related Covenants
Under the related Series A-6 Issuing and Paying Agent Agreement, the Commission covenants to maintain in effect the Bank of America A -6 Liquidity Facility or an Alternate Facility meeting the requirements of such Series A -6 Issuing and Paying Agent Agreement at all times that Series A -6 Notes are Outstanding thereunder. The Commission will further covenant that if it is unable to obtain a binding commitment for an Alternate Facility at least 90 days prior to the Commitment Expiration Date, it shall use its best efforts, to the extent permitted by law, to endeavor to refinance such outstanding Series A-6 Notes or Bank Notes, as the case may be.

The Commission shall deliver written notice of a proposed Alternate Facility to the Series A -6 Issuing and Paying Agent, Bank of America, the City and each Dealer not less than 45 days prior to the substitution date. The Series A-6 Issuing and Paying Agent shall deliver written notice of such substitution to the registered Holders of Series A-6 Notes at least 30 days prior to the substitution date. [Remainder of page left blank intentionally.]

A-25
BANK FACILITY FOR THE SERIES A-7 COMMERCIAL PAPER NOTES

SMBC A-7 LETTER OF CREDIT
AND SMBC A-7 REIMBURSEMENT AGREEMENT
The Commission has entered into a reimbursement agreement (the “SMBC A-7 Reimbursement Agreement”) with SMBC, pursuant to which SMBC has issued an irrevocable direct -pay letter of credit (the “SMBC A-7 Letter of Credit”) for the account of the Commission supporting the payment of principal of and interest due thereon at maturity or upon acceleration of Series A-7 Notes. The Series A-7 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of June 1, 2017 (the “Series A-7 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as issuing and paying agent (the “Series A-7 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the SMBC A-7 Letter of Credit and SMBC A-7 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the SMBC A-7 Letter of Credit and SMBC A-7 Reimbursement Agreement. Investors should obtain and review copies of the SMBC A-7 Letter of Credit and SMBC A-7 Reimbursement Agreement in order to understand all of the terms of those documents. All c apitalized terms appearing under this heading “ SMBC A-7 LETTER OF CREDIT AND SMBC A-7 REIMBURSEMENT AGREEMENT” not otherwise defined herein shall have the meanings assigned to them in the related document.

SMBC A-7 Letter of Credit
The SMBC A-7 Letter of C redit is an irrevocable transferable obligation of Sumitomo Mitsui Banking Corporation, acting through its New York Branch and supports the Series A -7 Notes only. The SMBC A-7 Letter of Credit was issued in an amount equal to the maximum principal amount of the Series A-7 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 365 days (the “Stated Amount”). The Series A-7 Issuing and Paying Agent is authorized to draw on SMBC in an aggregate amount not to exceed the Stated Amount of the SMBC A-7 Letter of Credit and in accordance with the terms and conditions and subject to the reductions and reinstatements in amount as set forth in the SMBC A-7 Letter of Credit, in one or more Drawings (as defined in the SMBC A-7 Letter of Credit), payable as set forth in the SMBC A-7 Letter of Credit on any Business Day (as defined in the SMBC A-7 Letter of Credit), by presentation of the appropriate certifications, (i) for the payment at maturity of the principal of and interest at maturity on Series A-7 Notes, (ii) for the payment at maturity of the principal of and interest to maturity on Series A-7 Notes that otherwise mature on or after the date that the Series A-7 Issuing and Paying Agent receives the Final Drawing Notice (as defined in the SMBC A-7 Letter of Credit) from SMBC , or (iii) for (x) the payment of the principal of and interest due upon acceleration of certain of the Series A-7 Notes (each an “Acceleration Drawing”) or (y) the payment of the principal of and interest due upon acceleration of all outstanding Series A-7 Notes (the “Final Acceleration Drawing”), in each case an aggregate amount not exceeding the Stated Amount of the SMBC A-7 Letter of Credit.

CleanPowerSF Sfpuc CommissionJune 25, 2024

CleanPowerSF Sfpuc Commission
June 25, 2024