CleanPowerSF Sfpuc Commission
June 25, 2024

Nikolai J. Sklaroff,
Capital Finance Director
June 25, 2024
Wastewater and Water Enterprise
Interim Funding Program Credit
Facility Amendments and
Substitutions
Agenda
• Interim Funding Programs
• Wastewater Credit Facility Amendments and
Substitutions
• Series A-4, A-6, and R-1
• Water Credit Facility Amendments and
Replacements
• Series A-3 and R-1
• Commission Authorization
2 3
Interim Funding Programs
• Provides low-cost interim funding of Wastewater
Enterprise and Water Enterprise Capital Programs
• with approximately 4% all-in Commercial Paper borrowing rate in today's market (interest rate (coupon), credit facility fees, dealer fees)
• The SFPUC solicited bids from the City’s pre-
qualified pool of credit providers and received
responses from nine banks
4 Wastewater Interim Funding
Program
• $750 million authorized, six series totaling $750 million supported by high-grade bank credit facilities:
• Five series ($675 million) for Commercial Paper (CP); one series ($75 million) for Revolving Credit Line
Series
Amount
($millions) Credit Facility Bank Facility Type
Exp. Date
A-1 $150 Sumitomo Mitsui Bank Letter of Credit 3/2/29
A-2 150 Bank of America Letter of Credit 4/24/26
A-4 75 TD Bank, N.A. Liquidity Facility 7/6/27
A-6 200 State Street Bank Liquidity Facility 10/14/24
A-7 100 Sumitomo Mitsui Bank Letter of Credit 5/31/27
R-1 75 US Bank Revolving Credit
Agreement
7/19/24
5 Amended/Substituted Credit Facility
(Wastewater)
• Staff recommends the following proposals to replace
expiring facilities:
• Replacement facilities have optional extension terms up to nine years total
Expiring Facility Expiring
Fee
Proposed Replacement
Facility
Proposed Fee
(Level 1)
Short-Term
Bank Ratings
R-1, US Bank
Revolver ($75m) 0.19% R-1, US Bank Revolver

0.21%, or
approx. $158k
per year
P-1, A-1, and
F-1
A-6, State Street
Bank Liquidity
Facility ($200m)

0.32%
A-4, TD Bank Liquidity
Facility (Amendment 1 for
additional $75m to $150m
total principal)

0.25%, or
approx.
$409k per year
P-1, A-1, and
F-1+
A-6, Bank of America
Liquidity Facility ($125m
principal)

0.42% or
approx.
$572k per year
P-1, A-1, and
F-1+
6 Water Interim Funding Program
• $500 million authorized, three series totaling $400
million supported by high-grade bank credit facilities:
• Three series ($400 million) for Commercial Paper (CP); one series ($100 million) for Revolving Credit Line
Series
Amount
($millions) Credit Facility Bank Facility Type
Exp. Date
A-1 $100 Sumitomo Mitsui Bank Letter of Credit 5/16/25
A-2 200 Sumitomo Mitsui Bank Letter of Credit 6/15/27
A-3 100 Barclay’s Bank Letter of Credit 7/19/24
R-1 100 US Bank Revolving Credit
Agreement
7/19/24
7 Amended and Substituted Credit
Facility and Terms- Water
• Staff recommends the following proposals:
• Replacement facilities have optional extension terms up to nine years total
Expiring Facility Expiring
Fee
Proposed Replacement
Facility
Proposed
Fee (Level 1)
Short-Term
Bank
Ratings
R-1, US Bank
Revolver
($100m)

0.21% R-1, US Bank Revolver 0.23%, or
approx. $230k
P-1, A-1, and
F1
A-3, Barclays
Letter of Credit
($100m)

0.29% A-3, Barclays Bank, Letter
of Credit

0.38% or
approx. $414k
P-1, A-1, and
F1
8 Recommended Commission Action
(Wastewater Series R-1 and A-4)
• Series R-1: Request to approve Forms documents in the Principal amount Not to Exceed $75 Million with US Bank:
• Amended and Restated Revolving Credit Agreement
• Fee Letter Agreement
• Series A-4: Request to approve Forms of First Amendment to Revolving Credit and Term Loan Agreement for an additional $75 Million for a total Not to Exceed Principal amount of $150 Million with TD Bank:
• Amended Issuing and Paying Agent Agreement
• Amended and Restated Revolving Credit Agreement
• Amended Fee Letter Agreement
9 Recommended Commission Action
(Wastewater Series A-6)
• Series A-6: Request to approve forms of the following Revolving Credit and Term Loan Agreement for a Not to Exceed Principal amount of $125 Million with Bank of America:
• Amended Issuing and Paying Agent Agreement
• Revolving Credit and Term Loan Agreement
• Fee Letter Agreement
• Form of updated Offering Memorandum for the issuance of commercial paper
10 Recommended Commission Action
(Water Series R-1 and A-3)
• Series R-1: Request to approve Forms documents in the Principal amount Not to Exceed $100 Million with US Bank:
• Amended and Restated Revolving Credit Agreement
• Amended and Restated Fee Letter Agreement
• Series A-3: Request to approve Forms of Second Amendment to the Reimbursement Agreement with Barclays Bank
• Second Amendment to the Reimbursement Agreement
• Second Amended and Restated Fee Letter Agreement
• Form of updated Offering Memorandum for the issuance of commercial paper
11 Questions

AGENDA ITEM
Public Utilities Commission
City and County of San Francisco

DEPARTMENT

Financial Services

AGENDA NO.

14 MEETING DATE

June 25, 2024

Calendar: Regular Calendar
Project Manager: Nikolai J. Sklaroff

Approve Amendment and Substitution of Credit Facilities for Interim Funding of Wastewater Enterprise Capital Program

Summary of
Proposed
Commission Action
Approve three credit facility agreements for the Wastewater Enterprise Interim Funding Program in the principal total amount of $275,000,000 in the form of (1) First Amendment to the Revolving Credit and Term Loan Agreement with TD Bank and Amended and Restated Fee Agreement and (2) Revolving Credit and Term Loan Agreement and Fee Agreement with Bank of America, and (3) Amended and Restated Revolving Credit Agreement and Fee Letter Agreement with US Bank.

Background,
Description of
Scope of Services,
and Agreement
Terms:

The San Francisco Public Utilities Commission (SFPUC) manages short-term (or interim) funding of the Wastewater Enterprise capital program through the periodic issuance of commercial paper (CP) notes or accessing available lines of credit, as needed.

CP is a form of flexible, short-term financing that takes advantage of short-term rates from 1 to 270 days. In today’s market, CP results in an approximate all-in borrowing rate of about 4%, which rate includes together (i) interest paid to investors and (ii) the fees paid t o Letter of Credit bank and securities dealers .

Commercial paper dealers remarket (or resell) the CP to securities investors.

This rate is elevated in the current market due to the inversion of the yield curve (when short term rates are higher than long term rates; however, as interest rates normalize, the short-term rates will provide a significant advantage to long term financing rates. In meantime, the interim financing program provides capacity to release budget reserves and also allows the SFPUC to aggregate borrowing costs into larger, more efficient long-term financings.

The SFPUC’s each series of CP are secured by a borrowing document, which may be agreement supported by a letter of credit (Series A -6) or liquidity facility agreement (Series R-1). Commercial paper bears low short interest rates and is typically rolled to new investors at maturity or taken out by bonds. To ensure the SFPUC has liquidity to purchase the bonds in the event new buyers are not available, the facilities are available. The letters of credit or liquidity Execute Agreement: Approve Amendment and Substitution of Credit Facilities for Interim Funding of Wastewater Enterprise Capital Program
Commission Meeting Date: June 25, 2024

facilities provide security to CP noteholders by ensuring the timely repayment of principal and interest on any issued CP . In the case that the dealers are not able to find additional investors, having a liquidity facility allows the SFPUC to be a ble to purchase the notes. The Wastewater Enterprise can also access available lines of credit using a credit revolver (Series R-1) approved under its Interim Funding Program to fund capital projects. When drawing funds from one of these facilities, intere st is paid to the bank at a variable rate based on a market index at the time of the draw plus a fixed spread, or margin predetermined per agreement terms. The term of the draw is open-ended (up to the expiration date of the facility) and can be re paid when long term revenue bonds are issued or when advantageous for SFPUC.

The issuance of CP as well as having lines of credit , such as r evolving credit agreements in place have been a cost-effective means to fund the encumbrance, contract certification, and cash spending requirements of the Wastewater Enterprise capital program, including the Sewer System Improvement Program (SSIP). Outstanding amounts sit in place and are remarketed until long-term revenue bond, or long- term state and federal loan financing replacement proceeds, are available.

This Commission and the Board of Supervisors have approved the SFPUC Wastewater Enterprise overall Interim Funding Program in the total borrowing amount of $750 million (aggregate principal amount). The program is made up of two components: (1) five series totaling, together, $675 million, for CP issues, each of which are supported by a high- grade bank credit facility in the form of a letter of credit or bank liquidity facility and (2) one series for $75 million as a direct bank loan, which can be used to make draws from a high- grade bank pursuant to a revolving credit agreement (Revolver).

Currently, the six outstanding series of the SFPUC Wastewater Interim Funding Program are as follows:

(1) Series A-1: $150M SMBC LOC (Expiring 3/2/2029)
(2) Series A-2: $150M Bank of America LOC (Expiring 04/24/2026); (3) Series A-4: $75M TD Bank NA LF (Liquidity Facility) (Expiring 07/06/2027)
(4) Series A-6: $200M State Street Bank LF (Expiring. 10/10/2024); (5) Series A-7: $100M SMBC LOC (Expiring 5/31/2027); and (6) Series R-1: $75M US Bank Revolver (Expiring 7/18/2024).

The proposed Commission actions would address items (4) and (6) expiring in the coming months. Three new, facilities would consist of:
• The proposed Amended and Restated Revolving Credit Agreement with US Bank will replace the existing “( 6) Series R-1: $ 75M Revolver, Execute Agreement: Approve Amendment and Substitution of Credit Facilities for Interim Funding of Wastewater Enterprise Capital Program
Commission Meeting Date: June 25, 2024

expiring on July 18, 2024” above . Series (6) will be fully replaced by the Replacement Facility, as described below.
• The First Amendment to the Revolving Credit and Term Loan Agreement w ith TD Bank and Revolving Credit and Term Loan Agreement with Bank of America will replace “(4) Series A-6: $200M State Street Bank LF, expiring 10/10/2024”, as described below.

On July 11, 2017, by Resolution No. 17- 0162, this Commission approved t he Series R-1 Financing, including approval of (i) a Revolving Credit Agreement, dated July 25, 2017, with US Bank , in the not -to-exceed principal amount of $75 million with an initial expiration in July 2020. In July 2020, the agreement was extended for 6 months to January 2021. Then in January the agreement was extended to January 2022. Finally, in January 2022, the Revolving Credit Agreement and Fee Agreement were amended, with an expiration date of July 18, 2024. This action, and the Replacement Facility, would replace both t he existing Revolving Credit Agreement and Amended Fee Letter Agreement, for the same $75 million and with a three-year term.

On August 26, 2014, by Resolution No. 14-0139, this Commission approved a Revolving Credit and Term Loan Agreement, dated as of October 1, 2014, with State Street Bank and Trust Company, in the not-to-exceed principal amount of $100,000,000 and with an initial term of 2 years. On October 17, 2016, the Revolving Credit and Term Loan Agreement was amended by the First Amendment to Revolving Credit and Term Loan Agreement for an additional three years to October 16, 2019, pursuant to the extension authorization as set forth in Resolution No. 14- 0139. On October 8, 2019, by Resolution No 19- 0193 approving the Second Amendment to the Sta te Street Bank L F for the Interim Funding of the Wastewater Enterprise Capital Program for a term of 4 years with an option to extend for one year and increasing the agreement by $100 million for a total not-to-exceed amount of $200 million. This agreement was subsequently extended for one additional year and will expire on October 10, 2024. The proposed First Amendment to the existing A-4 Revolving Credit and Term Loan Agreement with TD Bank for an additional $75 million and the proposed Revolving Credit and Term Loan Agre ement for $125 million with Bank of America will both replace the expiring agreement in the amount of $200 million with State Street Bank.

Procurement Process:

As has been SFPUC practice in the past, t o renew or replace expiring agreements, the SFPUC has relied on the prequalified bank pool created by the San Francisco Airport Commission through a formal Request for Qualifications process. The SFPUC’s Municipal Advisors solicited proposals on April 5, 2024, to all banks in the pre-qualified Bank Credit Facilities Pool. On April 25, Execute Agreement: Approve Amendment and Substitution of Credit Facilities for Interim Funding of Wastewater Enterprise Capital Program
Commission Meeting Date: June 25, 2024

2024, the SFPUC received proposals from nine banks, which the Municipal Advisors assisted in evaluating.

Replacement Facility Terms:

Staff recommends approval of the following facilities based on an evaluation of the terms, cost, credit quality of the bank, facility type offered, and other criteria as outlined in the RFP, as follows:

Wastewater Series R -1 (Replacement Facility) : Amended and Restated Revolving Credit Agreement with US Bank National Association in the not-to-exceed principal amount of $75 million at an annual cost of 0.21% unutilized (approximately $158,000 per year), for three years, with the option to extend the Revolving Credit Agreement for up to a total term of up to nine years, and a proposed not-to-exceed fee of $ 325,000 per year1.

Wastewater Series A-4 (Amended Facility): First Amendment to the Revolving Credit and Term Loan Agreement with TD Bank in the Principal Amount for an additional principal amount $75 million for a total not-to-exceed principal amount of $150 million at annual cost of

0.25% (approximately $409,000) and extending the agreement end date from July 6, 2027 to July 6, 2028
, with the option to extend the
Revolving Credit and Term Loan Agreement for up to a total term of up to nine years, and a proposed not-to-exceed fee of $ 825,000 per year

2. Wastewater Series A-6 (Replacement Facility): Revolving Credit and Term Loan Agreement with Bank of America in the not -to-exceed principal amount of $125 million at an annual cost of 0.42% (approximately $572,000 per year), for three years with an option to extend the Revolving Credit and Term Loan Agreement for a total term of up to nine years, and a proposed not-to-exceed fee of $1,150,000

2. These costs and fees are included in the recently approved Wastewater Enterprise capital budget and are comparable to fees obtained from banks for other recent SFPUC agreements , however , the fees have increased from the expiring facility fees:

Expiring Facility Expiring
Fee Proposed Replacement Facil

R-1, US Bank Revolver ($75m) 0.19% R-1, US Bank Revolver A-6, State Street Bank Liquidity Facility
(S200m) 0.32% A-4, TD Bank Liquidity Faci
(Amendment 1- $150m)

1 The actual fee for future extensions is unknown and would be determined in negotiation with the bank or through a competitive process.

Execute Agreement: Approve Amendment and Substitution of Credit Facilities for Interim Funding of Wastewater Enterprise Capital Program
Commission Meeting Date: June 25, 2024

A-6, Bank of America Liquidity
Facility ($125m) 0.4

The replacement credit facilities have high-grade short-term credit ratings from Moody’s Investors Service , S&P Global Ratings , and FitchRatings , respectively as follows:
• US Bank N.A. P-1, A-1, and F-1;
• TD Bank N.A. P-1, A-1, and F-1+;
• Bank of America, N.A. P-1, A-1, and F-1+.

Summary of
Documents and
Disclosure
Considerations

The following are brief summaries of each document that the Commission is being asked to approve in form, and disclosure considerations:

Form of Ame nded and Restated Revolving Credit Agreement and Amended and Restated Fee Letter Agreement with US Bank:

The Revolving Credit A greement and t he Fee Letter A greement, by and between the SFPUC and US Bank, sets out the fees US Bank charges in connection with maintaining the facility and the terms associated with making draws upon the facility.

Issuing and Paying Agent Agreement (IPAA) for Series A-4:

The IPAA sets out the terms pursuant to which the SFPUC issues and repays CP and establishes various funds into which proceeds of the CP are deposited or from which the SFPUC repays the credit facility bank ( TD Bank) for draws against the credit facility.

Form of Amendment to the Revolving Credit and Term Loan Agreement and Amended and Restated Fee Letter Agreement with TD Bank NA:

The Amendment to the Revolving Credit and Term Loan Agreement between the SFPUC and TD Bank NA sets forth the terms pursuant to which the bank guarantees timely payment of the CP to the Issuing and Paying Agent, should the SFPUC be unable to do so. The Agreement also sets forth the terms under which the SFPUC repays TD Bank for draws on the liquidity facility.

The Amended and Restated Fee Letter Agreement between the SFPUC and TD Bank sets out the amended annual facility fee paid by the SFPUC to the bank including fees in the event of Wastewater Enterprise credit rating downgrades, and any bank charges in connection with draws upon the liquidity facility.

Issuing and Paying Agent Agreement (IPAA) For Series A-6:

The IPAA sets out the terms pursuant to which the SFPUC issues and repays CP and establishes various funds into which proceeds of the CP are deposited Execute Agreement: Approve Amendment and Substitution of Credit Facilities for Interim Funding of Wastewater Enterprise Capital Program
Commission Meeting Date: June 25, 2024

or from which the SFPUC repays the credit facility bank (Bank of America NA) for draws against the credit facility.

Form Revolving Credit and Term Loan Agreement and Fee Letter Agreement with Bank of America NA:

The Revolving Credit and Term Loan Agreement between SFPUC and Bank of America NA that sets forth the terms pursuant to which the bank guarantees timely payment of the CP to the Issuing and Paying Agent, should the SFPUC be unable to do so. The Agreement also sets forth the terms under which the SFPUC repays Bank of America for draws on the liquidity facility.

The Fee Letter Agreement between the SFPUC and Bank of America NA, sets out the annual facility fee paid by the SFPUC to the bank including fees in the event of Wastewater Enterprise credit rating downgrades, and any bank charges in connection with draws upon the LF.

Offering Memorandum:

This is the disclosure document that is used by the dealers in the initial issuance or remarketing of the c ommercial paper to prospective investors. It contains brief descriptions of the SFPUC, including the Wastewater Enterprise and Wastewater Interim Funding Program; the CP Notes; TD Bank NA ; First Amendment to Revolving Credit and Term Loan Agreement; Bank of America NA; and Revolving Credit and Term Loan Agreement.

Disclosure Considerations:

The Wastewater Enterprise Interim Funding Program would be supported by the First Amendment to the Revolving Credit and Term Loan Agreement with TD Bank, and the Revolving Credit and Term Loan Agreement with Bank of America, all as described in the Offering Memorandum. Unlike the Official Statement in a long-term revenue bond transaction, this Offering Memorandum for a commercial paper issuance is supported by the l iquidity facility or letter of credit. It does not include detailed financial and/or operating information of the debt issuer (in this case the SFPUC and Wastewater Enterprise) . Instead, commercial paper investors rely primarily on the financial standing of the credit bank for the source of repayment – in this case, the financial standing of TD Bank NA and Bank of America NA.

Representations and Closing Considerations; Ongoing Disclosure:

The Revolving Credit Agreement with US Bank NA; First Amendment to the Revolving Credit and Term Loan and Amended and Restated Fee Letter Agreement with TD Bank NA; and Revolving Credit and Term Loan and Fee Letter Agreement with Bank of America NA all contain representations and warranties and closing conditions that have been reviewed and affirmed to be appropriate by Staff, external advisors, and the Office of the City Attorney .

Execute Agreement: Approve Amendment and Substitution of Credit Facilities for Interim Funding of Wastewater Enterprise Capital Program
Commission Meeting Date: June 25, 2024

Upon closing of this transaction, staff will post the key transaction documents on the Electronic Municipal Market Access website hosted by the Municipal Securities Rulemaking Board . The Electronic Municipal Market Access website is the municipal bond industry’s on- line disclosure repository. Unlike the SFPUC’s long-term bonds, t here is no continuing disclosure undertaking.

SEC Rule 15c -2-12 exempts commercial paper from such continuing disclosure.

Environmental
Review:

The proposed action is replacement of an expiring agreement that provides interim funding for the Wastewater Enterprise capital program. On August 15, 2023, the Environmental Review Officer issued a Certificate of the City and County of San Francisco Planning Department (pursuant to Section 8B.124(b) of the City Charter) under Proposition E of November 2002, granting authority for the issuance of debt to the Board of Supervisors, for the Wastewater Enterprise Capital Program. By this certification, the Environmental Rev iew Officer certified that the projects to be funded through the sale of Wastewater Revenue Bonds and/or Other Forms of Indebtedness, including Commercial Paper, either already comply with the requirements of the California Environmental Quality Act (CEQA) or will undergo environmental review pursuant to the CEQA when they are defined. This certificate supersedes the previous environmental certificate issued on November 30, 2020, which was used for the previous Reimbursement Agreements.

This certificate, dated August 15, 2023, can be found here:
https://sfpuc.sharefile.com/public/share/web-
s88458cdd82444ce39e53a0eea92e8285]
Attachments: 1. US Bank Amended and Restated Revolving Credit Agreement and Amended and Restated Fee Letter Agreement with US Bank

2. Amended Issuing and Paying Agent Agreement for Series A-4

3. Form of Amendment 1 to the Revolving Credit and Term Loan Agreement and Amended and Restated Fee Letter Agreement with TD Bank

4. Amended Issuing and Paying Agent Agreement for Series A-6

5. Form of Revolving Credit and Term Loan Agreem ent and Fee Letter Agreement with Bank of America

6. Offering Memorandum

PUBLIC UTILITIES COMMISSION

City and County of San Francisco
RESOLUTION NO.:

WHEREAS, On November 5, 2002, the voters of the City and County of San Francisco (the “City”) approved Proposition E (codified at Charter Section 8B.124, but hereinafter referred to as “Proposition E”), which among other things, authorized the Public Utilities Commission of the City and County of San Francisco (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 and County of San Francisco (the “Board”), for the purpose of reconstructing, replacing, expanding, repairing or improving wastewater facilities under the jurisdiction of the Commission (the “Wastewater Enterprise”); and WHEREAS, Pursuant to Section 43.5 of the San Francisco Administrative Code (“Article V”), enacted by Ordinance No. 203 -98 adopted by the Board on June 8, 1998, and signed by the Mayor of the City and County of San Francisco (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, the Board established a procedure pursuant to which the Commission may issue short-term indebtedness, including the issuance of commercial paper in anticipation of the issuance of its revenue bonds; and
WHEREAS, Under Section 8B.124 of the Charter of the City and County of San Francisco (the “Charter”), the Board’s authority to authorize an issuance of debt under Proposition E is subject to the provision of certain certifications of an independent engineer retained by the Commission and certain certifications by the San Francisco Planning Department, which certifications shall make the findings and determinations set forth in Charter Section 8B.124 (together, the “Proposition E Certificates”); and
WHEREAS, Pursuant to Ordinance No. 128- 21, adopted by the Board on July 27, 2021 and signed by the Mayor on August 4, 2021, (ii) Ordinance No. 110-22, adopted by the Board on June 14, 2022 and signed by the Mayor on June 24, 2022, and (iii) Ordinance No. 181-23, adopted by the Board on July 25, 2023 and signed by the Mayor on July 28, 2023, the Board has authorized the issuance from time to time of up to $ 2,314,917,617 of wastewater revenue bonds under Proposition E, and in the anticipation of the issuance of such wastewater revenue bonds has authorized the issuance of short -term indebtedness (including, the issuance of the Commission’s Wastewater Enterprise commercial paper notes); and
WHEREAS, The amount of authorized but unissued wastewater revenue bonds under the ordinances set forth in the immediately preceding whereas clause is $1,854,755,439; and WHEREAS, The Commission has previously authorized pursuant to Resolution No. 06-0164, approved by the Commission on September 26, 2006, and the Board has previously approved pursuant to Ordinance No. 266- 06, adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006, the establishment of a commercial paper program for the Wastewater Enterprise and the issuance of up to $150 million, at that time, in aggregate principal amount of Wastewater Enterprise commercial paper notes outstanding at any one time; and

WHEREAS, The Commission has authorized pursuant to Resolution No. 11- 0197, approved by the Commission on December 13, 2011, and the Board has approved pursuant to Ordinance No. 91-12, adopted by the Board on May 8, 2012, and signed by the Mayor on May 14, 2012, an ordinance to authorize, an increase in the Wastewater Interim Funding Program to an aggregate principal amount not to exceed $300 million of commercial paper notes outstanding at any one time from an aggregate principal amount of not to exceed $150 million of commercial paper notes outstanding at any one time; and
WHEREAS, The Commission has authorized pursuant to Resolution No. 14- 0139, approved by the Commission on August 26, 2014, and the Board has approved pursuant to Resolution No. 378-14, adopted by the Board on September 30, 2014, and signed by the Mayor on October 9, 2014, a resolution to authorize, an increase in the Wastewater Interim Funding Program to an aggregate principal amount not to exceed $500 million of commercial paper notes outstanding at any one time from an aggregate principal amount of not to exceed $300 million of commercial paper notes outstanding at any one time; and WHEREAS, The Commission previously determined that it would be desirable to provide an additional aggregate principal amount not to exceed $250 million of short -term financing for the Wastewater Enterprise and the Commission has authorized pursuant to Resolution No. 17- 0086, approved by the Commission on April 25, 2017, and the Board has approved pursuant to Resolution No. 193- 17, adopted by the Board on May 23, 2017, and signed by the Mayor on May 26, 2017, increasing the authorization of the Wastewater Enterprise commercial paper program/interim funding program to $750 million from $500 million (the “Wastewater Interim Funding Program”) aggregate principal amount outstanding at any one time; and WHEREAS, Pursuant to Article V and Ordinance No. 266- 06, the Commission is authorized to take any and all necessary action in connection with the issuance of the commercial paper notes and other short-term indebtedness; and
WHEREAS, In connection with and in order to support the Wastewater Interim F unding Program, the Commission has previously authorized, executed and delivered (as applicable), a revolving line of credit provided by U.S. Bank National Association (“U.S. Bank”) pursuant to a Revolving Credit Agreement, dated as of July 25, 2017, as am ended by a First Amendment to Revolving Credit Agreement, dated as of July 1, 2020, as amended by a Second Amendment to Revolving Credit Agreement, dated as of January 12, 2021 and as amended by a Third Amendment to Revolving Credit Agreement, dated as of January 7, 2022 (collectively, the “Current U.S. Bank Revolving Credit Agreement”), each by and between the Commission and U.S. Bank, and an Amended and Restated Fee Letter Agreement, dated January 7, 2022 (the “Current U.S. Bank Fee Letter Agreement”), by and between the Commission and U.S. Bank; and WHEREAS, the Current U.S. Bank Revolving Credit Agreement will terminate by its terms on July 18, 2024; and
WHEREAS, In connection with and in order to support two subseries of commercial paper notes under the Wastewater Interim Funding Program designated as “Tax-Exempt Subseries A-6” (the “Subseries A-6 CP Notes”) and “Taxable Subseries A-6-T” (the “Subseries A-6-T CP Notes”, and together with the Subseries A -6 CP Notes, the “Series A -6 CP Notes”), the Commis sion previously entered into a Revolving Credit and Term Loan Agreement, dated as of October 1, 2014, as previously amended and supplemented (collectively, the “Current State Street Liquidity Facility”), each by and between the Commission and State Street Bank and Trust Company (“State

Street”), and such Current State Street Liquidity Facility currently provides liquidity support for the Series A-6 CP Notes in the not-to-exceed principal amount of $200 million, which expires by its terms on October 10, 2024; and
WHEREAS, In connection with and in order to support a series of commercial paper notes under the Wastewater Interim Funding Program designated as “Series A -4 (Tax Exempt)” (the “Series A-4 CP Notes”), the Commission previously entered into a Revolving Credit and Term Loan Agreement, dated as of July 1, 2022 (the “Current TD Liquidity Facility”), by and between the Commission and TD Bank, N.A. (“TD Bank”), and such Current TD Liquidity Facility currently provides liquidity support for the Series A -4 CP Notes in the not -to-exceed principal amount of $75 million, which expires by its terms on July 6, 2027, and a Fee Letter, dated July 7, 2022 (the “Current TD Fee Letter”), by and between the Commission and TD Bank; and WHEREAS, In order to support and/or maintain the Wastewater Interim Funding Program, the Commission issued a request for bids from qualified banks to provide for one or more letters of credit, revolving credit facilities and/or revolving lines of credit to replace/extend the Current U.S. Bank Revolving Credit Agreement, the Current State Street Liquidity Facility and the Current TD Liquidity Facility; and
WHEREAS, After an evaluation of the responses to such request for bids, the Commission staff determined that the following were the most a dvantageous to the Commission, and were determined to be the lowest cost, responsive and responsible bidders to support and/or maintain the Wastewater Interim Funding Program: (i) a revolving line of credit in the not -to-exceed principal amount of $75 million offered by U.S. Bank; (i) a substitute liquidity facility in the not- to-exceed principal amount of $150 million, plus an amount equal to 270 days interest on such principal amount at a rate of twelve-percent (12%) per annum, supporting the Series A-4 CP Notes, offered by TD Bank, N.A. (“TD Bank”), and (ii) a substitute liquidity facility in the not-to-exceed principal amount of $125 million, plus an amount equal to 270 days interest on such principal amount at a rate of twelve-percent (12%) per annum, supporting the Series A-6 CP Notes, offered by Bank of America, N.A. (“BANA”); and
WHEREAS, to assist in ease of drafting and for the convenience of the Commission and U.S. Bank (as the provider of the Current U.S. Bank Revolving Credit Agreement and New U.S.

Bank Revolving Credit Agreement (as defined herein)), given the provider of the current revolving line of credit is the same as the provider of the proposed new revolving line of credit, rather than entering into a new credit agreement and fee agreement, the Commission finds it in its best interest and desires to make certain amendments to (or amendments and restatements of) the Current U.S.

Bank Revolving Credit Agreement and the Current U.S. Bank Letter Fee Agreement in connection with the New U.S. Bank Revolving Credit Agreement (as defined herein); and WHEREAS, In connection with the Wastewater Interim Funding Program, the Commission has determined it is in its best interest and desires to (i) enter into a proposed form of Amended and Restated Revolvi ng Credit Agreement (which includes, as exhibits, forms of the promissory notes to be made by the Commission to U.S. Bank) (the “New U.S. Bank Revolving Credit Agreement”), by and between the Commission and U.S. Bank, and (ii) an Amended and Restated Fee Letter Agreement, to be entered into by the Commission and U.S. Bank (the “New U.S. Bank Fee Letter Agreement”), forms of which have been presented to the Commission and filed with the Secretary; and

WHEREAS, In connection with a liquidity facility supporti ng the Series A -4 CP Notes under the Wastewater Interim Funding Program, the Commission has determined it is in its best interest and desires to (i) enter into a First Amendment to Revolving Credit and Term Loan Agreement (the “First Amendment to TD RCTLA, ” and together with the Current TD Liquidity Facility, the “New TD Liquidity Facility”), by and between the Commission and TD Bank, in order to, among other things, extend the term of the Current TD Liquidity Facility and to increase the commitment amount under the Current TD Liquidity Facility from a not -to-exceed principal amount of $75 million to a not -to-exceed principal amount of $150 million (supporting principal and interest on the maturing Series A -4 CP Notes), and (ii) enter into an Amended and Res tated TD Fee Letter (the “Amended and Restated Fee Letter”), by and between the Commission and TD Bank, which such Amended and Restated Fee Letter will replace in its entirety the Current TD Fee Letter, forms of which have been presented to the Commission and filed with the Secretary; and WHEREAS, The New U.S. Bank Revolving Credit Agreement and the New TD Liquidity Facility will be treated as new agreements and not as an amendments to the prior agreements for purposes of Charter Section 9.118(b) because th e initial term of such documents will therefore commence upon their effectiveness and the term of the Current U.S. Bank Revolving Credit Agreement and the Current TD Liquidity Facility will not be considered for purposes of Charter Section 9.118(b); and
WHEREAS, In connection with a liquidity facility supporting the Series A -6 CP Notes under the Wastewater Interim Funding Program, the Commission has determined it is in its best interest to terminate the Current State Street Liquidity Facility prior to its s tated expiration date and desires to (i) enter into a proposed form of the Revolving Credit and Term Loan Agreement (the “Substitute BANA Liquidity Facility”), in the principal amount of $125 million, plus an amount equal to 270 days interest on such principal amount at a rate of twelve-percent (12%) per annum, supporting the Series A -6 CP Notes, by and between the Commission and BANA, and (ii) a related Fee Agreement (the “BANA Fee Agreement”), by the Commission and BANA, forms of which have been presented to the Commission and filed with the Secretary; and WHEREAS, In connection with the Series A -4 CP Notes, the Commission previously entered into that certain Issuing and Paying Agent Agreement, dated as of July 1, 2012 (the “Series A-4 CP Notes IPAA”), by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank Trust National Association) (the “Issuing and Paying Agent”), and pursuant to Section 9.01 of the Series A-4 CP Notes IPAA, the Commission is permitted to amend the Series A-4 CP Notes IPAA, without the consent of the liquidity facility provider or the holders of Wastewater Enterprise Series A -4 CP Notes, to the extent that such amendment(s) will not have a material adverse effect on the inter ests of the liquidity facility provider or the holders of the Series A-4 CP Notes: and WHEREAS, In order to accommodate the increase in the commitment amount under the New TD Liquidity Facility and to make certain necessary and additional updates thereto, the Commission finds it appropriate and in its best interest to execute a First Amendment to Issuing and Paying Agent Agreement (the “First Amendment to Series A -4 CP Notes IPAA”), by and between the Commission and the Issuing and Paying Agent; and WHEREAS, In connection with the Series A -6 CP Notes, the Commission previously entered into that certain Issuing and Paying Agent Agreement, dated as of October 1, 2014, as previously amended by the First Amendment to Issuing and Paying Agent Agreement, dated as of

October 15, 2019 (together, the “Series A -6 CP Notes IPAA”), by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank Trust National Association) (the “Issuing and Paying Agent”), and pursuant to Section 9.01 of the Series A-6 CP Notes IPAA, the Commission is permitted to amend the Series A -6 CP Notes IPAA, without the consent of the liquidity facility provider or the holders of Wastewater Enterprise Series A-6 CP Notes, to the extent that such amendment(s) will not have a material adverse effect on the interests of the liquidity facility provider or the holders of the Series A-6 CP Notes: and WHEREAS, In order to make certain necessary and additional updates thereto, the Commission finds it appropriate and in its best interest to execute a Second Amendment to Issuing and Paying Agent Agreement (the “Second Amendment to Series A -6 CP Notes IPAA”, and together with the First Amendment to Series A-4 CP Notes IPAA, “IPAA Amendments”), by and between the Commission and the Issuing and Paying Agent; and WHEREAS, The proposed forms of the Bank Agreements (as defined herein) have been presented to the Commission and filed with the Commission Secretary, and the Commission finds it in its best interest to enter into such agreements; and WHEREAS, In connection with the Bank Agreements, the offering memorandum for the Wastewater Enterprise commercial paper notes will be updated to reflect the Bank Agreements and such other matters related thereto and deemed necessary to comply with federal securities laws; and
WHEREAS, The proposed form of offering memorandum (the “Offering Memorandum”) has been presented to the Commission and filed with the Commission Secretary; and WHEREAS, The Commission has paid, beginning no earlier than 60 days prior to the adoption of this Resolution, and will pay, on and after the date hereof, certain expenditures (the “Expenditures” as defined in the Code referred to below) in connection with the acquisition, construction and/or equipping of the Wastewater Enterprise Capital Improvement Program projects; and
WHEREAS, The Commission adopts this Resolution as official action of the Commission in order to comply with Treasury Regulation §1.150- 2 and any other regulations of the Int ernal Revenue Service (the “Code”) relating to the qualification for reimbursement of Commission Expenditures (as defined in the Code) incurred prior to the date of issue of any obligations under the Wastewater Interim Funding Program; and
WHEREAS, The Pro position E Certificates meeting the Proposition E requirements, including CEQA requirements are on file with the Clerk of the Board in accordance with Proposition E prior to the issuance of any obligations under the Wastewater Interim Funding Program; now, therefore, be it
RESOLVED by the Public Utilities Commission of the City and County of San Francisco, as follows:

Section 1. Approval of Bank Agreements . The New U.S. Bank Revolving Credit Agreement and the related New U.S. Bank Fee Letter Agreement, the New TD Liq uidity Facility (which includes, the First Amendment to TD RCTLA) and the related Amended and Restated TD Fee Letter, the Substitute BANA Liquidity Facility and the related BANA Fee Letter (collectively, the “Bank Agreements”), in substantially the forms s ubmitted to this Commission, are hereby approved and recommended to the Director of the City’s Office of Public Finance (the “Director”)

for approval pursuant to Article V of the City’s Administrative Code. The General Manager (or the duly authorized and acting General Manager) of the Commission (in either capacity, referred to herein as, the “General Manager”) or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, are authorized and directed to execute and deliver the Bank Agreements in substantially said forms, subject to such additions thereto or changes therein which the General Manager, upon consultation with the City Attorney and Director, shall approve, such approval to be conclusively evidenced by the execution and delivery of such Bank Agreements, provided that the Bank Agreements may be extended for an additional term (as set forth in Section 2 below).

The performance by the Commission of the terms of the Bank Agreements in their respective executed forms are also hereby approved.

Section 2.Extension of Term of Bank Agreements. The General Manager or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, are further authorized, upon consultation with the City Attorney and the Director, to execute one or more amendments to the Bank Agreements, to extend the term of the New U.S. Bank Revolving Credit Agreement, the New TD Liquidity Facility and/or the Substitute BANA Liquidity Facility authorized hereunder, by an aggregate period not to exceed nine (9) years from the commencement date of the respective initial term of the respective Bank Agreement. The annual facility fee payable by the Commission in connection with New U.S. Bank Revolving Credit Agreement and the related New U.S. Bank Fee Letter Agreement shall not exceed (i) $158,000, initially, and subject to adjustment as set forth in the related New U.S. Bank Fee Letter Agreement, and (ii) $325,000 in connection with any future extension thereof. The annual facility fee payable by the Commission in connection with the New TD Liquidity Facility and the related Amended and Restated TD Fee Letter shall not exceed (i) $409,000, initially, and subject to adjustment as set forth in the related Amended and Restated TD Fee Letter, and (ii) $825,000 in connection with any future extension thereof. The annual facility fee payable by the Commission in connection with the Substitute BANA Liquidity Facility and the related BANA Fee Letter shall not exceed (i) $572,000, initially, and subject to adjustment as set forth in the related BANA Fee Letter, and (ii) $1,150,000 in connection with any future extension thereof.

Section 3. Approval of IPAA Amendments . The IPAA Amendments, in substantially the forms submitted to this Commission, are hereby approved and recommended to t he Director for approval pursuant to Article V of the City’s Administrative Code. The General Manager or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, are each authorized and directed to execute and deliver the IPAA A mendments, subject to such additions thereto or changes therein which the General Manager, upon consultation with the City Attorney and Director, shall approve, such approval to be conclusively evidenced by the execution and delivery of such IPAA Amendments.

Section 4. Limitations. In no event shall the commercial paper notes or draws made under the Wastewater Interim Funding Program exceed $750 million in aggregate principal amount and in no event shall the interest rate or interest rates cause the aggregate average interest cost to exceed 12% per annum.

Section 5. Approval of Offering Memorandum . The General Manager or their designee, upon consultation with the City Attorney and the Director, is hereby authorized and directed to prepare and cause the distribution of an Offering Memorandum relating to the Wastewater Interim

Funding Program and the issuance of commercial paper notes thereunder, in substantially the form on file with the Commission, subject to such additions thereto and changes therein, and any amendments or supplements thereto from time to time which the General Manager, upon consultation with the City Attorney and the Director, shall approve. The General Manager (or any designee thereof) is further authorized and directed to distribute, in connection with the sale of any commercial paper notes, one or more Offering Memoranda in such form, as the General Manager, upon consultation with the City Attorney, Bond Counsel and the Director shall approve.

Section 6. Intent to Reimburse. This Commission hereby declares the official intent of the Commission to reimburse the Commission with proceeds of the commercial paper notes or from draws made under the Bank Agreements with respect to the Wastewater Enterprise capital improvement projects made on and after a date that is no more t han 60 days prior to the adoption of this Resolution. The Commission reasonably expects on the date hereof that it will reimburse the Expenditures with proceeds of the commercial paper notes or from draws made under the Bank Agreements. Each such Expenditure was and will be either (A) of a type properly chargeable to a capital account under general federal income tax principles (determined in each case as of the date of the Expenditure), (B) a cost of issuance with respect to the commercial paper notes or f rom draws made under the Bank Agreements, (C) a nonrecurring item that is not customarily payable from current revenues, or (D) a grant to pay a party that is not related to or an agent of the issuer so long as such grant does not impose any obligation or condition (directly or indirectly) to repay any amount to or for the benefit of the Commission The Commission will make a reimbursement allocation, which is a written allocation that evidences the Commission’s use of proceeds of the commercial paper notes or from draws made under the Bank Agreements to reimburse an Expenditure, no later than 18 months after the later of the date on which the Expenditure is paid or the component of the capital improvement projects is placed in service or abandoned, but in no event more than three years after the date on which the Expenditure is paid. The Commission recognizes that exceptions are available for certain “preliminary expenditures,” costs of issuance, certain de minimis amounts, expenditures by “small issuers” (ba sed on the year of issuance and not the year of expenditure) and expenditures for construction projects of at least 5 years.

Section 7. Further Actions . The General Manager or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, and in consultation with the City Attorney and the Director, are each hereby authorized and directed to execute such other agreements, certifications, notices or documents and to take any and all necessary action in connection with and in furtherance of the exe cution and performance of the Bank Agreements and the marketing and sale of the commercial paper notes under the Wastewater Interim Funding Program.

Section 8. Delegation. The General Manager is authorized to delegate any of the responsibilities or duties set forth in this resolution to the Assistant General Manager, Business Services and Chief Financial Officer of the Commission.

Section 9. Ratification. All actions heretofore taken by the officials, employees and agents of the Commission with respect to the execution of the Bank Agreements in connection with providing short -term, interim funding of the Wastewater Enterprise Capital Improvement Program, including the Wastewater Interim Funding Program, are hereby approved, confirmed and ratified.

Section 10. Effective Date. This resolution shall take effect from and after its adoption.

I hereby certify that the foregoing resolution was adopted by the Public Utilities Commission at its meeting on June 25, 2024.

Acting Commission Secretary, Public Utilities Commission

4857-7034-6685.6

NP DRAFT 5/21

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Dated as of July 16, 2024
By and Between

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO
and
U.S. BANK NATIONAL ASSOCIATION
Relating to
$75,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

REVOLVING OBLIGATIONS
(WASTEWATER SERIES, PROPOSITION E)
SERIES R-1

4857-7034-6685.6

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ARTICLE I DEFINITIONS ........................................................................................................... 1 SECTION 1.1 Certain Defined Terms ........................................................................ 1 SECTION 1.2 Accounting Terms and Determinations ............................................. 16 SECTION 1.3 Rules of Construction ........................................................................ 16 ARTICLE II ADVANCES AND LOANS ................................................................................... 17 SECTION 2.1 Advances; Fees .................................................................................. 17 SECTION 2.2 Revolving Loans Evidenced by Notes ............................................... 18 SECTION 2.3 Interest on Revolving Loans .............................................................. 19 SECTION 2.4 Interest on Overdue Amounts ............................................................ 19 SECTION 2.5 Interest Rate Adjustment ................................................................... 19 SECTION 2.6 Prepayments of Advances; Funding Indemnity ................................. 20 SECTION 2.7 Termination or Reduction of Commitment ....................................... 20 SECTION 2.8 Increased Payments. (a) Increased Costs .......................................... 20 SECTION 2.9 Payments ............................................................................................ 22 SECTION 2.10 Payment on Non-Business Days ........................................................ 23 SECTION 2.11 Book Entries ...................................................................................... 23 SECTION 2.12 Taxes .................................................................................................. 23 SECTION 2.13 Security .............................................................................................. 24 ARTICLE III CONDITIONS PRECEDENT ............................................................................... 24 SECTION 3.1 Conditions Precedent to Effectiveness .............................................. 24 SECTION 3.2 Conditions Precedent to Each Advance ............................................. 26 ARTICLE IV THE TERM LOAN ............................................................................................... 27 ARTICLE V OBLIGATIONS ABSOLUTE ................................................................................ 29 ARTICLE VI REPRESENTATIONS AND WARRANTIES ..................................................... 30 SECTION 6.1 Organization, Powers, Etc ................................................................. 30 SECTION 6.2 Authorization, Absence of Conflicts, Etc .......................................... 31 SECTION 6.3 Binding Obligations; Security ........................................................... 31 SECTION 6.4 Governmental Consent or Approval .................................................. 31 SECTION 6.5 Absence of Material Litigation .......................................................... 32 SECTION 6.6 Financial Condition ........................................................................... 32 SECTION 6.7 Incorporation of Representations and Warranties ............................. 32 SECTION 6.8 Accuracy and Completeness of Information ..................................... 32 SECTION 6.9 No Default ......................................................................................... 33 SECTION 6.10 No Proposed Legal Changes .............................................................. 33 SECTION 6.11 Compliance with Laws, Anti-Corruption Laws, Sanctions, Etc ........ 33 SECTION 6.12 Environmental Matters ...................................................................... 34 SECTION 6.13 Regulation U ...................................................................................... 34 SECTION 6.14 Sovereign Immunity .......................................................................... 34 SECTION 6.15 City Business Days ............................................................................ 34 SECTION 6.16 Tax Status of Interest on Tax-Exempt Note ...................................... 34 4857-7034-6685.6

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SECTION 6.17 Liens .................................................................................................. 34 ARTICLE VII COVENANTS ...................................................................................................... 35 SECTION 7.1 Affirmative Covenants ....................................................................... 35 SECTION 7.2 Negative Covenants ........................................................................... 41 ARTICLE VIII EVENTS OF DEFAULT, REMEDIES .............................................................. 44 SECTION 8.1 Events of Default ............................................................................... 44 SECTION 8.2 Remedies ............................................................................................ 47 SECTION 8.3 No Remedy Exclusive ....................................................................... 48 ARTICLE IX MISCELLANEOUS .............................................................................................. 48 SECTION 9.1 Payments to the Bank ........................................................................ 48 SECTION 9.2 Liability of the Bank .......................................................................... 48 SECTION 9.3 Indemnification .................................................................................. 49 SECTION 9.4 Costs and Expenses ............................................................................ 49 SECTION 9.5 Participants; Transfers ....................................................................... 49 SECTION 9.6 Successors and Assigns ..................................................................... 50 SECTION 9.7 Modification or Waiver of This Agreement ...................................... 51 SECTION 9.8 No Waiver of Rights by the Bank; Cumulative Rights ..................... 51 SECTION 9.9 Notices ............................................................................................... 51 SECTION 9.10 Counterparts ....................................................................................... 52 SECTION 9.11 Certificates, Etc .................................................................................. 52 SECTION 9.12 Term of Agreement ............................................................................ 52 SECTION 9.13 Severability ........................................................................................ 53 SECTION 9.14 Governing Law; Jurisdiction ............................................................. 53 SECTION 9.15 Consents ............................................................................................. 54 SECTION 9.16 Source of Funds ................................................................................. 54 SECTION 9.17 Survival .............................................................................................. 54 SECTION 9.18 Headings ............................................................................................ 54 SECTION 9.19 Beneficiaries ...................................................................................... 54 SECTION 9.20 Patriot Act .......................................................................................... 55 SECTION 9.21 City Requirements ............................................................................. 55 SECTION 9.22 No Advisory or Fiduciary Responsibility; Nonliability of Bank....... 55

EXHIBIT A – FORM OF TAX - EXEMPT NOTE ............................................................ A-1 EXHIBIT B – FORM OF TAXABLE NOTE ..................................................................... B-1 EXHIBIT C – FORM OF REQUEST FOR ADVANCE .................................................... C-1 EXHIBIT D – FORM OF REQUEST FOR EXTENSION ................................................. D-1 EXHIBIT E – FORM OF NOTICE OF TERMINATION OR REDUCTION ................... E-1 EXHIBIT F – 2024 LIST OF CITY HOLIDAYS .............................................................. F-1 EXHIBIT G – CITY REQUIREMENTS ............................................................................ G-1 4857-7034-6685.6

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EXHIBIT H – SECTION 3.06(C)(1) OF BOND INSURANCE EXAMPLE CERTIFICATE AND EXAMPLE REPORT ......................................................................... H-1 4857-7034-6685.6

This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of July 16, 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 U.S. BANK NATIONAL ASSOCIATION, a national banking association (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 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 defined herein); and WHEREAS, this Agreement amends and restates in its entirety that certain Revolving Credit Agreement, dated July 25, 2017 (as previously supplemented and amended, the “Original Revolving Credit Agreement”), by and between the Bank and the Commission; and WHEREAS, the Commission wishes to obtain a revolving line of credit (the “Line of Credit”) from the Bank hereunder and the Bank is willing, upon the terms and subject to the conditions set forth below, to provide such Line of Credit to the Commission; and WHEREAS, all obligations of the Commission to repay the Bank for extensions of credit made by the Bank under the Line of Credit hereunder and to pay all other amounts payable to the Bank arising under or pursuant to this Agreement or the promissory notes to be issued to the Bank hereunder are created under and will be evidenced by this Agreement and such promissory notes and will be secured by a pledge of and lien on the Pledged Revenues (as defined herein), all in accordance with the terms and conditions hereof; 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 defined 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.
4857-7034-6685.6

2 (b) The following terms shall have the following meanings (such meanings to be equally applicable to both singular and plural forms of the terms defined):
“2023 Audited Financial Statements” shall have the meaning set forth in Section 6.6. “Advance” shall mean any advance made by the Bank pursuant to Section 2.1. “Advance Date” means the date on which the Bank honors a Request for Advance and makes the funds requested available to the Commission.
“Affiliate” means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. A Person shall be deemed to control another Person for the purpos es of this definition if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise. “Agreement” shall mean this Amended and Restated Revolving Credit Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time hereafter.
“Amended and Restated Fee Agreement” shall mean that certain Amended and Restated Fee Letter Agreement dated July 16, 2024 between the Commission and the Bank, as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof and thereof.
“Amortization End Date” means the earliest to occur of (A) the third (3rd) anniversary of the Conversion Date; (B) the seventh (7th) day immediately succeeding an Event of Default specified in Section 8.1(a)(i), 8.1(a)(ii), 8.1(c)(i), 8.1(d), 8.1(e), 8.1(g), 8.1(l), 8.1(n) and 8.1(p) ) hereof; (C) the one hundred eightieth (180th) day immediately succeeding the date on which the Bank has notified the Commission of an acceleration of the Obligations following any Event of Default not specified in the immediately precedi ng clause (B); (D) the day any other holder or credit enhancer of Debt secured by a lien or charge on Pledged Revenues or any counterparty under any Swap Contract related thereto causes any such Debt or obligations under such Swap Contract or any other obl igations of the Commission to become immediately due and payable ; or (E) the last day permitted by applicable law.
“Amortization Payment” has the meaning set forth in Section 4.5 hereof. “Amortization Payment Date ” means (a) the Initial Amortization Paymen t Date and each three- month anniversary of the Initial Amortization Payment Date occurring thereafter which occurs prior to the Amortization End Date and (b) the Amortization End Date. “Amortization Period” has the meaning set forth in Section 4.5 hereof. 4857-7034-6685.6

3 “Annual Budget ” shall mean the budget or budgets prepared by the Commission in substantially the form that has been previously presented to the Bank. “Annual Debt Service” shall have the meaning assigned to such term in the Wastewater Bonds Indenture.
“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Commission from time to time concerning or relating to bribery or corruption. “Authorized Representative” shall mean the General Manager of the Commission or his or her designee.
“Available Commitment” shall mean initially Seventy Five Million Dollars ($75,000,000) and, thereafter, 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 that is repaid;
(c) downward in an amount equal to any reduction thereof effected pursuant to Section 2.6;
(d) dow nward to zero upon the expiration or termination of the Commitment in accordance with the terms hereof.

Any adjustment to the Available Commitment pursuant to clauses (a), (b) or (c) hereof shall occur simultaneously with the occurrence of the events described in such clauses. “Bank” shall have the meaning assigned to such term in the introductory paragraph hereto, and includes any successor or assign permitted hereby. “Bank Rate ” shall have the meaning set forth in the Amended and Restated Fee Agreement.
“Base Rate” shall mean for any day the highest of (a) the Prime Rate plus 1.50% per annum, (b) the sum of 2.00% per annum plus the Federal Funds Rate for such day (it being understood that each change in such Base Rate is to be effective for purposes of this Agreement on the day on which such change is effective for the Bank’s purposes), and (c) 7.50% per annum.

Each determination of the Base Rate by the Bank will be conclusive and binding on the Commission and the Bank, absent manifest error.
“Basic Documents ” shall mean, 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 Taxable Note, (b) the Tax-Exempt Note, (d) the Resolution, (e) the Amended and Restated Fee Agreement , (f) this Agreement, and (g) the Wastewater Bonds Indenture. 4857-7034-6685.6

4 “Board” shall have the meaning assigned to such term in the recitals hereto. “Bond Counsel ” shall mean, initially, Norton Rose Fulbright, and thereafter and successor firm designated as “Bond Counsel” by the Commission. “Business Day” shall mean any day other than (1) a Saturday, Sunday, or day on which banking institutions in the State or the State of New York 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 and New York, 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” shall have the meaning assigned to such term in the Wastewater Bonds Indenture.
“City” shall mean the City and County of San Francisco. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, including regulations, rulings and judicial decisions promulgated thereunder. “Commercial Paper Notes ” shall mean , collectively, the following series of City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E): Series A - 1 Notes, the Series A-2 Notes, the Series A-4 Notes, the Subseries A-6 Notes, the Subseries A-6- T Notes and the Series A -7 Notes, and any other series or subseries of City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) issued to refund previously issued Commercial Paper Notes and any commercial paper notes or other short -term indebtedness payable from or secured by Pledged Revenues. “Commission” shall have the meaning assigned to such term in the introductory paragraph hereto, and includes any successor or assign permitted hereby. “Commitment” shall mean initially Seventy Five Million Do llars ($ 75,000,000) and, thereafter, shall mean such amount as reduced from time to time pursuant to Section 2.1. “Commitment Expiration Date” shall mean July 16, 2027, as such date may be extended from time to time pursuant to Section 9.12.
“Commitment Period ” as of any date shall mean the period from such date to the Commitment Expiration Date or any earlier date as of which the Commitment is terminated pursuant to Section 2.7 or Section 8.2.
“Conversion Date” means the date on which a Revolving Loan is converted to a Term Loan pursuant to Article IV hereof.
4857-7034-6685.6

5 “Daily Simple SOFR” means a daily rate based on SOFR and determined by the Bank in accordance with the conventions for such rate selected by the Bank. “Debt” shall mean (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 Notes (including any State revolving loan obligations), (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 Notes, (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; provided, however, that with respect to the Commission, such debt shall be assumed by it; (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 businesss ; 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 Reserve Debt ” shall mean any reimbursement agreement or similar arrangement to secure the repayment of advances under a liquidity, letter of credi t or surety bond arrangement used to fund any debt service reserve or similar account securing Senior Debt. “Default” shall mean any event or condition which constitutes an Event of Default or which with the giving of notice or the lapse of time, or both w ould, unless cured or waived, become an Event of Default.
“Default Rate ” shall mean the Base Rate plus 3.00% per annum from and after the occurrence and during the continuance of an Event of Default. “Determination of Taxability ” applies solely with respec t to the Tax -Exempt Note and shall mean and shall be deemed to have occurred on the first to occur of the following:
(i) on the date when the Commission files any statement, supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability shall have in fact occurred;

(ii) on the date when a Tax -Exempt Noteholder or any such former Noteholder notifies the Commission that it has received a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax- exempt municipal finance to the effect that an Event of Taxability shall have occurred unless, within one hundred eighty (180) days after receipt by the Commission of such notification from the Noteholder or any former Noteholder, the Commission shall deliver to the Noteholder and any former Noteholder a ruling or determination letter issued to or on behalf of the Commission by the Internal Revenue Service to the effect that, after 4857-7034-6685.6

6 taking into consideration such facts as form the basi s for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred;

(iii) on the date when the Commission shall be advised in writing by the Internal Revenue Service that, based upon filings of the Commission, or upon any review or audit of the Commission or upon any other ground whatsoever, an Event of Taxability shall have occurred; or

(iv) on the date when the Commission shall receive notice from the Noteholder or any former Noteholder that the Internal Revenue Service has assessed as includable in the gross income of such Noteholder or such former Noteholder the interest on the Tax- Exempt Note due to the occurrence of an Event of Taxability;

provided, however, no Determination of Taxability shall occur under subparagraph (c) or (d) hereunder unless the Commission has been afforded the opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined; provided furthe r, however, that upon demand from the Noteholder or former Noteholder, the Commission shall promptly reimburse, but solely from payments made by the Commission, such Noteholder or former Noteholder for any payments, including any taxes, interest, penalties or other charges, such Noteholder (or former Noteholder) shall be obligated to make as a result of the Determination of Taxability. “Dodd-Frank Act ” shall mean 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.
“Effective Date” shall have the meaning set forth in Section 3.1. “Environmental Laws ” shall mean 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, trea tment, 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. “Event of Default” shall have the meaning set forth in Section 8.1. “Event of Taxability ” shall mean a (i) change in Legal Requirements or the interpretation thereof, or the occurrence or existence of any fact, event or circumstance (including, without limitation, the taking of any action by the Commission, or the failure to take any action by the Commission, or the making by the Commission of any misrepresentation herein or in any certificate required to be given in connection with the issuance, sale or delivery of the Tax -Exempt Note) that causes the interest paid or payable on the Tax -Exempt Note to 4857-7034-6685.6

7 become includable, in whole or in part, in the gross income of such Noteholder or any former Noteholder for federal income tax purposes or (ii) the entry of any decree or judgment by a court of competent jurisdiction, or the taking of any official action by the Internal Revenue Service or the Department of the Treasury, which decree, judgment or action shall be final under applicable procedural law, in either case, that causes the interest paid or payable on the Tax-Exempt Note to become includable, in whole or in part, in the gross income of such Noteholder or any such former Noteholder for federal income tax purposes with respect to the Tax-Exempt Note. “Excess Interest Amount” shall have the meaning set forth in Section 2.5. “Facility Fees ” shall have the meaning assigned to such term in the Amended and Restated Fee Agreement.
“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; 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.
“Fiscal Year” shall mean the period of time beginning on July 1 of each given year and ending on June 30 of the immediately subsequent year, or such other period designated by the Commission as its fiscal year.
“Formula Rate” shall mean the rate per annum at which any Advance , Term Loan or any other amount payable hereunder would bear interest pursuant to the terms hereof if such rate were determined without regard to the limitations herein with respect to the Maximum Interest Rate.
“GAAP” shall mean generally accepted accounting principles in the United States of America from time to time as set forth in (a) the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and (b) statements and pronouncements of the Government Accounting Standards Board, as modified by the opinions, statements and pronouncements of any similar accounting body of comparable standing having authority over accounting by governmental entities. “Governmental Authority” shall mean the United States of America or any state or political subdivision thereof or any foreign nation or political subdivision thereof, any entity, body or a uthority 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) or any foreign nation or political subdivision thereof, including, without limitation, any central bank or other governmental or quasi - 4857-7034-6685.6

8 governmental authority exercising control over banks or other financial institutions, and any corporation or other entity or authority owned or controlled (thr ough stock or capital ownership or otherwise) by any of the foregoing.
“Initial Amortization Payment Date ” means the ninetieth (90th) calendar day following the Conversion Date.
“Interest Payment Date ” shall mean (a) with respect to any Tax -Exempt Revolving Loan or Taxable Revolving Loan prior to the Conversion Date, the first Business Day of each Quarterly Date and on the Revolving Loan Maturity Date, (b) as to any Term Loan, the first Business Day of every calendar month and on the Amortization End Date a nd (c) as to any Loan, the date such Loan is paid or prepaid.
“Interest Period ” shall mean, (a) with respect to a Tax -Exempt Revolving Loan, the SIFMA Index Interest Period, and (b) with respect to a Taxable Revolving Loan, the period from (and including) the date such Taxable Revolving Loan is made to, but not including the nex t succeeding SOFR Rate Adjustment Date , and thereafter shall mean the period from (and including) such SOFR Rate Adjustment Date to (but excluding) the next succeeding SOFR Rate Adjustment Date (or, if sooner, to but excluding the Commitment Expiration Date). “Investment Policy and Guidelines” shall mean the investment guidelines of the City as in effect on the date hereof, as such investment guidelines may be amended from time to tim e in accordance with the Charter or other State laws, as applicable. “Legal Requirement” shall mean any treaty, or any federal, regional, state or local law (including any Environmental Law), statute, rule, 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. “Legislation” shall mean, collectively, Ordinance No. 203- 98, adopted by the Board on June 8, 1998, and signed by 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; Ordinance No. 266-06, adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006; Ordinance No. 91- 12, adopted by the Board on May 8, 2012, and signed by the Mayor on May 14, 2012; Resolution No. 378- 14, adopted by the Board on September 30, 2014, and signed by the Mayor on October 9, 2014; and Resolution No. 193- 17, adopted by the Board on May 23, 2017, and signed by the Mayor on May 26, 2017. “Lien” shall mean, 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.
“Loan” and “Loans” means, individually, each Revolving Loan and each Term Loan under this Agreement, and, collectively, the Revolving Loans and the Term Loans under this Agreement.
4857-7034-6685.6

9 “Material Adverse Change” means the occurrence of any event or change, including but not limited to a change revealed by a comparison of any financial statements delivered pursuant to Section 7.1 hereof to the financial statements for the most recent prior Fiscal Year, which separately or in the aggregate with the occurrence of other events, results or could reasonably be expected to result in a Material Adverse Effect. “Material Adverse Effect ” means any event or occurrence (including, w ithout limitation, a change in applicable l aw) that causes a material adverse change in or a material adverse effect on (A) the validity or enforceability of this Agreement, the Notes or any of the other the Basic Documents, (B) the validity, enforceability or perfection of the pledge of and lien on the Pledged Revenues, (C) the status of the Commission as a public entity created and validly existing under the laws of the State, (D) the exemption of interest on any Tax-Exempt Loan from federal income tax, or (E) the collection of the Wastewater Enterprise Revenues that could reasonably be expected to have a material adverse effect on the ability of the Commission to pay debt service on the Loans, the Senior Lien Wastewater Bonds or the Subordinate Wastewater Bonds or amounts due on any other Obligations hereunder or (F) the rights, remedies, security or interests of the Bank under the Basic Documents.
“Maximum Federal Corporate Tax Rate ” means the maximum rate of inc ome taxation imposed on corporations pursuant to Section 11(b) of the Code, as in effect from time to time (or, if as a result of a change in the Code, the rate of income taxation imposed on corporations generally shall not be applicable to the Bank, the m aximum statutory rate of federal income taxation which could apply to the Bank).
“Maximum Interest Rate ” shall mean 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” shall mean Moody’s Investors Service, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no l onger perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Commission (other than Standard & Poor’s).
“New York Banking Day ” means any date (other than a Saturday or Sunday) on which commercial banks are open for business in New York, New York. “Noteholder” shall mean the Bank and each Bank Transferee or Non- Bank Transferee pursuant to Section 9.5(b) hereof so long as such Bank Transf eree or Non-Bank Transferee is an owner of the Notes or any Note.
“Notes” shall mean, collectively, the Taxable Note and the Tax-Exempt Note. 4857-7034-6685.6

10 “Obligations” means all Repayment Obligations, all fees, expenses and charges payable or reimbursable hereunder to the Bank (including, without limitation, any amounts to reimburse the Bank for any advances or expenditures by it under any of such documents) and all other payment obligations of the Commission to the Bank arising under or in relation to this Agreement o r the other Basic Documents, in each, case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired.
“OFAC” shall mean the U.S. Department of the Treasury’s Offic e of Foreign Assets Control, and any successor thereto.
“Other Taxes” shall have the meaning set forth in Section 2.12(b). “Parity Debt ” shall mean (i) all obligations of the Commission for the payment of principal and interest on Debt (other than (A) Debt described in clauses (b) and (g) of the definition of “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,” those capital leases where the Commission’s obligations (A) are secured by or payable from Pledged Revenues on basis senior to or on a parity with the Notes and (B) either (x) are not subject to appropriation or abatement or (y) are rated by each Rating Agency at a level equal to or higher than the long- term unenhanced debt rating assigned by each such Rating Agency to any Parity Debt, and (iii) any Debt Service Reserve Debt payable from or secured by a first lien on the Pledged Revenues after the Senior Debt, including, without limitation, the Notes; 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 Parity Debt for purposes of this Agreement. “Participant” shall mean a bank which has purchased a participation from the Bank pursuant to a Participation Agreement.
“Participation Agreement” shall mean any agreement entered into among the Bank and one or more other banks purchasing participations and named therein, pursuant to which such other bank or banks shall purchase from the Bank a participation or participations in this Agreement or the Notes.
“Patriot Act” means the USA P ATRIOT Act (Title III of Pub. L. 107- 56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute. “Person” shall mean an individual, a corporation, a partnership, an association, a trust or any other entity or organizati on, including a government or political subdivision or any agency or instrumentality thereof.
“Pledged Revenues” shall mean 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 (i) the payments r equired by Subsections 5.01(b)( i), (ii), (iii) and (iv) and Sections 5.03, 5.04 and 5.05, and (ii) all amounts required to be paid under any other indenture or resolution of the Commission f or principal, interest, reserve fund and any 4857-7034-6685.6

11 other debt service requirements on other Wastewater Bonds and Subordinated Wastewater Bonds of the Commission as the same become due and payable.
“Prime Rate ” means on any day, the rate of interest per annum the n most recently established by the Bank as its “prime rate.” Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by the Bank to any customer or a favored rate and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and that the Bank may make various business or other loans at rates of interest having no relationship to such rate. If the Bank ceases to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported. 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%). “Proceedings” shall have the meaning set forth in Section 9.14(c). “Proposition E ” shall mean 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.
“Quarterly Date” shall mean the last Business Day of each March, June, September or December.
“Rating Agency” shall mean any one of Moody’s or Standard & Poor’s. “Repayment Obligations” means any and all obligations of the Commission under this Agreement to repay the principal of and interest on the Loans, the Advances and the Notes, pursuant to and in accordance with this Agreement.
“Request for Advance” shall mean a written request for an Advance substantially in the form of Exhibit
C hereto.
“Resolution” shall mean Resolution No. 24-[____], adopted by the Commission on June 25, 2024, approving the execution and delivery of this Agreement, the Notes and the other Basic Documents.
“Revolving Loan Maturity Date ” shall mean, with respect to any Revolving Loan, the Commitment Expiration Date or any earlier Termination Date. “Revolving Loans” shall have the meaning set forth in Section 2.1(d). “Sanctioned Country” shall mean, at any time, any country or territory which is itself the subject or target of any comprehensive Sanctions.
4857-7034-6685.6

12 “Sanctioned Person ” shall mean, at any time, (a) any Person or group listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person or group operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, or (d) any Person 50% or more owned, directly or indirectly, by any of the above. “Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom. “Senior Debt ” shall mean (i) the Senior Lien Wastewater Bonds and any additional bonds, notes or other Debt ( other than (A) Debt described in cl auses (b) and (g) of the definition of “Debt”, (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,” those capital leases where the Commission’s obligations (A) are secured by or payable from Pledged Revenues on basis senior to or on a parity with Parity Debt and (B) either (x) are not subject to appropriation or abatement or (y) are rated by each Rating Agency then rati ng 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 Parity Debt and (i ii) Debt Service Reserve Debt payable from or secured by the Wastewater Enterprise Revenues, that are senior to the Lien securing the Notes; 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.
“Senior Lien Wastewater Bonds ” shall mean all bonds currently outstanding or hereinafter issued by the Commission with a pledge or lien on the Wastewater Enterprise Revenues.
“SIFMA” means the Securities Industry and Financial Markets Association (formerly known as The Bond Market Association and the Public Securities Association), and any successor organization.
“SIFMA Computation Date ” shall mean Wednesday of each week, or if any Wednesday is not a Business Day, the next succeeding Business Day. “SIFMA Index” shall mean, on any date, the SIFMA Municipal Swap Index (a weekly, high-grade market index comprised of seven (7) day tax- exempt, variable rate demand notes produced by Municipal Ma rket Data) determined on each Computation Date to be effective on the immediately succeeding SIFMA Rate Reset Date. If the SIFMA Municipal Swap Index or a successor equivalent index is no longer calculated and published by Municipal Market Data (or any suc cessor indexing agent meeting the criteria identified in the definition of “SIFMA Municipal Swap Index” hereof) in its current form, then the SIFMA Municipal Swap Index shall be replaced by the S&P Municipal Bond 7-Day High Grade Rate Index and shall be de termined 4857-7034-6685.6

13 on each Computation Date to be effective on the immediately succeeding SIFMA Rate Reset Date. If at any time neither such index is available, the “SIFMA Index” means instead the most recently effective index that the Bank determines most closely a pproximates the SIFMA Index, and which is procedurally acceptable to the Bank . If the SIFMA Municipal Swap Index or any alternate index is less than zero, the SIFMA Index shall be deemed to be zero for the purposes hereof.
“SIFMA Index Interest Period ” shall mean, while any Tax -Exempt Revolving Loan bears interest at the SIFMA Rate, the period from (and including) the Borrowing Date of such Tax-Exempt Revolving Loan to and including the day prior to the next succeeding SIFMA Rate Reset Date, and thereafter shall mean the period from (and including) the applicable SIFMA Rate Reset Date through and including the day prior to the next succeeding SIFMA Rate Reset Date (or, if sooner, to but excluding the Commitment Expiration Date). “SIFMA Municipal Swap Index” shall mean the index based upon the weekly interest rates of tax -exempt variable rate issues included in a database maintained by Municipal Market Data or any successor indexing agent which meets the specific criteria established by the Securities Industry and Financial Markets Association.
“SIFMA Rate Reset Date” shall mean Thursday of each week. “SOFR” shall mean the secured overnight financing rate which is published by the Board of Governors of the Federal Reserve System and available at www.newyorkfed.org .
“SOFR Base Rate” means, for the relevant Taxable Period, the greater of (a) zero and (b) the CME Group Term SOFR Reference Rate (“Term SOFR”) rate quoted by Bank from the applicable Reuters screen (or other commercially available source providing such quotations as may be selected by Bank from time to time), which shall be that one -month Term SOFR rate in effect two New York Banking Days prior to the SOFR Rate Adjustment Date, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation and such rate to be reset monthly on each SOFR Rate Adjustment Date; provided that if the Term SOFR rate is not published on such determination date due to a holiday or other circumstance that Bank deems in its sole discretion to be temporary, the applicable Term SOFR rate shall be the Term SOFR rate published on the New York Banking Day immediately preceding such determination date. [If the Bank has determined in its sole discretion that (i) the administrator of SOFR Base Rate, or any relevant agency or authority for such administrator of SOFR Base Rate (or any substitute index which replaces SOFR Base Rate (SOFR Base Rate or such replacement, the “Benchmark”)), has announced that such Benchmark will no longer be provided, (ii) any relevant agency or authority has announced that such Benchmark is no longer representative, or (iii) any similar circumstance exists such that such Benchmark has become permanently unavailable or ceased t o exist, the Bank will (x) replace such Benchmark with a replacement rate or (y) if any such circumstance applies to fewer than all tenors of such Benchmark used for determining an interest period hereunder, discontinue the availability of the affected interest periods. In the case of the SOFR Base Rate, such replacement rate will be Daily Simple SOFR. In the case of the replacement of a rate other than the SOFR Base Rate, the Bank may add a spread adjustment selected by the Bank, taking into consideration any selection or 4857-7034-6685.6

14 recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice. In connection with the selection and implementation of any such replacement rate, the Bank may make any technical, admini strative or operational changes that the Bank decides may be appropriate to reflect the adoption and implementation of such replacement rate. Without limitation of the foregoing, in the case of a transition to Daily Simple SOFR, the Bank will remove any option to select another rate that may change or is reset on a daily basis, including, without limitation, the Bank’s prime rate. The Bank does not warrant or accept any responsibility for the administration or submission of, or any other matter related to, the SOFR Base Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation whether any such alternative, successor or replacement rate will have the same value as, or be economically equivalen t to, SOFR Base Rate. The Bank’s internal records of applicable interest rates shall be determinative in the absence of manifest error.]
“SOFR Rate Adjustment Date ” shall mean the first day of each month during the Commitment Period.
“Standard & Poor’s ” shall mean Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Standard & Poor’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Commission (other than Moody’s). “State” shall mean the State of California.
“Subordinated Wastewater Bonds ” shall mean any obligations or securities of the Commission hereafter issued pursuant to a Subordinated Wastewater Bonds Indenture. “Subordinated Wastewater Bonds Indenture” shall mean any indenture of the Commission providing for the issuance of indebtedness secured in whole or in part by a lien on Wastewater Enterprise Revenues subordinate to the lien of the W astewater Bonds Indenture in favor of the Wastewater Bonds but superior to the lien in favor of the Notes or any Parity Debt. “Swap Contract” shall mean (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 swa ps 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 terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Associati on, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with 4857-7034-6685.6

15 any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
“Taxable Date” shall mean the date on which interest on the Tax -Exempt Note is first includable in gross income of such Noteholder (including, without limitation, any previous such Noteholder) thereof as a result of an Event of Taxability as such date is es tablished pursuant to a Determination of Taxability.
“Taxable Gross Up Rate” shall mean, with respect to a Taxable Period, the product of (i) the average interest rate on the Tax-Exempt Note during such period and (ii) 1.54. “Taxable Period” shall have the meaning set forth in Section 2.8(b) hereof and shall applicable solely with respect to the Tax-Exempt Note.
“Taxable Note” shall have the meaning set forth in Section 2.2(b) hereof. “Taxable Rate ” shall have the meaning set forth in the Amended and Restat ed Fee Agreement.
“Taxable Revolving Loan ” shall mean, individually and collectively, any Revolving Loan identified by the Commission in a Request for Advance as a “Taxable Revolving Loan” and shall also refer to Taxable Term Loans upon the conversion ther eof pursuant to the terms of Section 4.1 hereof.
“Taxable Term Loan ” shall mean a Taxable Revolving Loan that is converted to a Term Loan pursuant to the terms of Section 4.1 hereof.
“Tax-Exempt Note” shall have the meaning set forth in Section 2.2(a) hereof. “Tax-Exempt Rate” shall have the meaning set forth in the Amended and Restated Fee Agreement.
“Tax-Exempt Revolving Loan” shall mean, individually and collectively, any Revolving Loan identified by the Commission in a Request for Advance as a “Tax -Exempt Revolving Loan” and shall also refer to Tax -Exempt Term Loans upon the conversion thereof pursuant to the terms of Section 4.1 hereof.
“Tax-Exempt Term Loan” shall mean a Tax-Exempt Revolving Loan that is converted to a Term Loan pursuant to the terms of Section 4.1 hereof. “Taxes” shall have the meaning set forth in Section 2.12. “Term Loan” and “Term Loans ” shall mean Tax -Exempt Term Loan and a Taxable Term Loan. The term “ Term Loans” shall mean, collectively, the Tax -Exempt Term Loan and the Taxable Term Loan.
4857-7034-6685.6

16 “Term SOFR ” shall mean the forward -looking term rate based on SOFR and recommended by the Board of Governors of the Federal Reserve System. “Termination Date ” shall mean the earliest of (i) the Commitment Expiration Date, (ii) the date on which t he Commitment and Available Commitment are otherwise terminated or reduced to zero in accordance with Section 2.7 hereof and (iii) the date the Commitment terminates by its terms in accordance with Section 8.2 hereof. “Trustee” shall mean U.S. Bank Trust Company National Association, as successor in interest to U.S. Bank National Association as the Trustee under the Wastewater Bonds Indenture. “Wastewater Bonds Indenture” shall mean that certain Indenture, dated as of January 1, 2003, by and between the Com mission and U.S. Bank National Association, as successor trustee thereunder providing for the issuance from time to time of Wastewater Bonds and other obligations as provided therein, as amended, and as the same may be subsequently supplemented, amended and modified from time to time.
“Wastewater Enterprise ” shall mean the San Francisco Wastewater Enterprise, an enterprise of the City under the jurisdiction of the Commission pursuant to Charter Section 4.112.
“Wastewater Enterprise Revenues ” shall have the meaning ascribed to the terms “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) w ith 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. 4857-7034-6685.6

17 [SECTION 1.4 Charter Clarification. The Commission hereby confirms, and the Bank acknowledges, that this Agreement will be treated as a new agreement and not as an amendments to the Original Agreement for purposes of Charter Section 9.118(b) because the initial term of this Agreement commences upon its effectiveness and the term of this Agreement will not be considered for purposes of Charter Section 9.118(b).]

ARTICLE II

ADVANCES AND LOANS
SECTION 2.1 Advances; Fees.
(a) Revolving Credit Commitments. Subject to the terms and conditions hereof, the Bank, by its acceptance hereof, agrees to make a L oan or Loans in lawful money of the United States of America to t he Commission from time to time on a revolving basis up to the amount of the Available Commitment, subject to any reductions thereof pursuant to the terms hereof, before the Termination Date. The sum of the aggregate principal amount of Tax- Exempt Loans and Taxable Loans at any time outstanding shall not exceed the Available Commitment in effect at such time. As provided in Section 2.1(c) hereof, the Commission may elect that any such Revolving Loan be a Tax -Exempt Loan pursuant to the Tax- Exempt Loan Commitment or a Taxable Loan pursuant to the Taxable Loan Commitment. Revolving Loans may be repaid and the principal amount thereof reborrowed before the Termination Date, subject to the terms and conditions hereof.
(b) Reborrowing. Within the limits of this S ection 2.1, the Commission may borrow, pay or prepay pursuant to Section 2.6 hereof and reborrow under this Section 2.1. Upon any prepayment of the related Revolving Loan, the related Available Commitment shall be reinstated as set forth in the definition thereof.
(c) Method of Borrowing. Upon receipt of a Request for Advance by the Bank from the Commission in the form of Exhibit C hereto not later than 12:30 p.m. (New York
City time) on the Business Day which is three (3) New York Banking Days’ immediately pr ior to 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 day of the proposed borrowing, transfer funds to the Commission in an amount equal to the amount of the requested borrowing.

Notwithstanding the foregoing, in the event such Request for Advance is received by the Bank after 12:30 p.m. (New York City time) on the Business Day which is three New York Banking Days immediately prior to the day of the pro posed borrowing, the Bank shall be required to make the related Advance by 12:30 p.m. California time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance shall be signed by an Authorized Representative and shall specify whether the requested Advance shall be a Tax - Exempt Loan or a Taxable Loan. Pursuant to Section 2.3 hereof, the Bank shall determine the initial Tax -Exempt Rate or Taxable Rate, as applicable, for the Advance two New York Banking Days prior to the related Advance Date. Each Advance shall be made by the Bank by wire transfer of immediately available funds to the Commission in accordance with written instructions provided by the Commission in the Request for Advance. If, after examination , the Bank shall have determined that a Request for Advance does not conform to the terms and 4857-7034-6685.6

18 conditions hereof, then the Bank shall use its best efforts to give notice to the Commission to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Commission may attempt to correct any such nonconforming Request for Advance, if, and to the extent that, the Commission is entitled (without regard to the provisions of this sentence) and able t o do so.
(d) Making of Revolving Loans . Each Advance requested shall be in a minimum principal amount of $1,000,000 or any integral multiples of $250,000 in excess thereof. Each Advance shall be made solely for any purpose permitted under the Resolution.

Each Advance shall constitute a loan made by the Bank to the Commission on the date of such Advance (individually, a “Revolving Loan” and collectively, the “Revolving Loans”). (e) Repayment of Revolving Loans . The principal of each Revolving Loan shall be repaid in full on the Revolving Loan Maturity Date; provided, that if the conditions to the making of the Term Loan set forth in Section 4.2 hereof are satisfied on the Revolving Loan Maturity Date, the principal of all Revolving Loans shall be paid from the proceeds of the applicable Term Loan.
(f) Fees. The Commission shall pay to the Bank the fees (including, without limitation, the Facility Fees), costs, expenses and other amounts described in the Amended and Restated Fee Agreement at the times specified in the Amended and Restated Fee Agreement , which is hereby incorporated by reference.

SECTION 2.2 Revolving Loans Evidenced by Notes.
(a) Tax-Exempt Note. The Tax-Exempt Revolving Loans shall be evidenced by a promissory note of the Commission to the Bank in substantially the f orm set forth in Exhibit
A hereto (as amended or supplemented from time to time, the “Tax- Exempt Note”) to be issued on the Effective Date, payable to the Bank in a principal amount up to the Available Commitment on the Effective Date and otherwise duly completed. All Tax -Exempt Revolving Loans 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 Tax-Exempt Note, it being understood, however, that failure by the Bank to make any such endorsement shall not affect the obligations of the Commission hereunder or under the Tax- Exempt Note in respect of unpaid principal and interest on any Tax- Exempt Revolving Loan.

Each entry on the Tax -Exempt Note with respect to a Tax -Exempt Revolving Loan schedule shall reflect the applicable principal amount and the applicable interest rate. (b) Taxable Note . The Taxable Revolving Loans shall be evidenced by a promissory note of the Commission to the Bank in substantially the form set forth in Exhibit B hereto (as amended or supplemented from time to time, the “Taxable Note”) to be issued on the Effective Date, payable to the Bank in a principal amount up to the Available Commitment on the Effective Date and otherwise duly completed. All Taxable Revolving Loans 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 Taxable Note, it being understood, however, that failure by the Bank to make any such endorsement shall not affect the 4857-7034-6685.6

19 obligations of the Commission hereunder or under the Taxable Note in respect of unpaid principal and interest on any Taxable Revolving Loan. Each entry on the Taxable Note with respect to a Taxable Revolving Loan schedule shall reflect the applicable principal amount and the applicable interest rate.

SECTION 2.3 Interest on Revolving Loans . Each Revolving Loan made or maintained by the Bank shall bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof. Each Tax- Exempt Revolving Loan shall bear interest at a rate per annum equal to the applicable Tax -Exempt Rate for such SIFMA Index Interest Period. Each Taxable Revolving Loan shall bear interest at a rate per annum equal to the applicable Taxable Rate for each such Interest Period. The initial Tax -Exempt Rate or Taxable Rate, as applicable, for a particular Adv ance relating to a Loan shall be determined by the Bank two (2) New York Banking Days prior to the related Advance Date. Following the determination of the initial rate, the applicable Tax-Exempt Rate or Taxable Rate shall be effective for the remainder o f the then applicable Interest Period. Thereafter the applicable Tax -Exempt Rate or Taxable Rate for the next succeeding Interest Period shall be determined by the Bank on the first Business Day of each calendar month, and such rate shall be effective for each such Interest Period. Interest on each Loan shall be payable by the Commission on each Interest Payment Date.

SECTION 2.4 Interest on Overdue Amounts . If there shall have occurred and be continuing an Event of Default, any amount due hereunder (including, without limitation, fees, commissions, expenses, an Advance, or, to the extent permitted by law, installments of interest thereon) shall bear interest, payable on demand, 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 no time shall the Default Rate exceed the Maximum Interest Rate.

SECTION 2.5 Interest Rate Adjustment . If the amount of interest payable in respect of any Advance for any Interest Period 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 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 for any Interest Period 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 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 i nterest 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 4857-7034-6685.6

20 Commission shall pay, to the extent permitted by law, the Bank a fee equal to the amount of all unpaid Excess Interest Amount.

SECTION 2.6 Prepayments of Advances; Funding Indemnity . (a) On any Business Day upon not less than one Business Days’ notice, the Commission may prepay or cause to be prepaid, without penalty, any Advance in whole or in part in a principal amount equal to $500,000 and integral multiples of $1,000 in excess thereof by paying to the Bank (i) the principal amount of the Advance, or portion thereof, being prepaid plus (ii) accrued and unpaid interest on such principal amount.
(b) In the event the Bank shall incur any loss, cost, or expense (including, without limitation, any loss, cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to be acquired by the Bank to make any Advance, Revolving Loan or Term Loan or the relending or reinvesting of such deposits or other funds or amounts paid or prepaid to the Bank) as a result of any optional payment or prepayment of any Advance, Revolving Loan or Term Loan on a date other than a SIFMA Rate Reset Date or SOFR Rate Adjustment Date for any reason, whether before or after default, then upon the demand of the Bank, the Commission shall pay to the Bank a payment or prepayment premium, as applicable in such amount as will reimburse the Bank for such loss, cost, or expense. If the Bank requests such payment or prepayment premium, as applicable, it shall provide to the Commission a certificate setting for th the computation of the loss, cost, or expense giving rise to the request for such payment or prepayment premium, as applicable in reasonable detail and such certificate shall be conclusive if reasonably determined.

SECTION 2.7 Termination or Reduction of Commitment . Subject to the provisions set forth in the Amended and Restated Fee Agreement with respect to early termination, t he
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; provided, that the statements set forth in paragraph (b) of such certificate shall be true and correct.

SECTION 2.8 Increased Payments. (a) Increased Costs. If, after the execution and delivery of this Agreement, (1) the introduction of or any change in or in the interpretation of any law, treaty or regulation, (2) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) or (3) the intr oduction of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or governmental authority charged with the interpretation or administration thereof or supervision of compliance by the Bank with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such central bank or other authority, shall either (x) impose, modify or deem applicable any reserve, special deposit, insurance premium, assessment, fee, capital requirement, tax (other than income tax) or similar requirement against loan agreements entered into by the Bank similar to this Agreement or (y) impose on the Bank any other condition relating, directly or indirectly, to this Agreement, the Note s and the result of any event referred to in (x) or (y) above shall be to (A) increase the cost to the Bank of maintaining this Agreement, or (B) reduce any amount (or the effective return on capital) 4857-7034-6685.6

21 received or receivable by the Bank hereunder, then the Commission shall, upon written notice from the Bank (which notice shall set forth the matters described below), pay to the Bank, for the account of the Bank from time to time as specified by the Bank, such additional amounts as shall be demanded by the Bank as sufficient to compensate the Bank for such increased cost or reduction in yield or return, together with interest at the Base Rate (as in effect from time to time) on amounts required to be paid under this Section 2.8 from the date of such notice until payment in full thereof, such amounts shall be due and payable within thirty (30) days after the Commission’s receipt of written notice thereof; provided, that interest thereon s hall not begin to accrue until the thirtieth (30th) day after such demand.

Notwithstanding the foregoing, for purposes of this Section 2.8, all requests, rules, guidelines or directives in connection with the Dodd-Frank Act shall be deemed to be included in the provisions of this Section 2.8 regardless of the date enacted, adopted or issued, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Prac tices (or any successor or similar Institution) or any Governmental Authority with proper jurisdiction over the Bank in regard to the foregoing shall be deemed included in the provisions of this Section 2.8 regardless of the date enacted, adopted or issued.

The Bank shall provide the Commission with written notice of an increased cost or reduction in yield or return to be incurred by the Bank as a result of any event mentioned in this Section 2.8 promptly following the Bank's final determination that such i ncreased cost or reduction in yield or return will be the subject of the certificate described in the next succeeding sentence. A certificate as to such increased cost or reduction in yield or return incurred by the Bank as a result of any event referenced in this Section 2.8, prepared in reasonable detail and in accordance with this Section 2.8, submitted by the Bank to the Commission, shall be conclusive, absent manifest error, as to the amount thereof.

Failure or delay on the part of the Bank to dema nd or provide notice of the requested compensation pursuant to this Section 2.08 shall not constitute a waiver of the Bank’s right to demand such compensation; provided, however, the Commission shall not be required to compensate the Bank pursuant to this Section 2.08 (i) in an amount greater than that which it would have been required to pay if the Bank had not sold any participation or any Note, or (ii) for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that the Bank notifies the Commission of the change in law giving rise to such increased costs or reductions, and the Bank’s intention to claim compensation therefor (except that if the change in law giving rise to such increased costs or reductions is retroa ctive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

The obligations of the Commission under this Section 2.8(a) shall survive the termination of this Agreement and the payment in f ull of all obligations of the Commission hereunder and under the Notes for a period of six (6) months from the latest of the foregoing dates. The Bank acknowledges and agrees that any penalties, interest or expenses relating to increased costs pursuant to this Section 2.08 arising from the Bank’s (i) delay in payment of its obligations or (ii) gross negligence of willful misconduct, are not increased costs for purposes of this 4857-7034-6685.6

22 Section 2.08 and, as a result, are not costs for which the Bank may request compensation from the Commission pursuant to this Section 2.08.
(b) Determination of Taxability . (i) In the event a Determination of Taxability occurs, to the extent not payable to each Noteholder (or to the Bank for the period that it was the Noteholder of t he Tax-Exempt Note ) under the terms of the Indenture and the Tax -Exempt Note, the Commission hereby agrees to pay to each Noteholder (or, if applicable, the Bank) on demand therefor (1) an amount equal to the difference between (A) the amount of interest t hat would have been paid to such Noteholder (or, if applicable, the Bank) on the Tax -Exempt Note during the period for which interest on the Tax -Exempt Note is included in the gross income of such Noteholder (or, if applicable, the Bank) if the Tax -Exempt Note had borne interest at the Taxable Gross Up Rate, beginning on the Taxable Date (the “Taxable Period” ), and (B) the amount of interest actually paid to the Noteholder (or, if applicable, the Bank) during the Taxable Period, and (2) an amount equal to a ny interest, penalties or charges owed by such Noteholder (or, if applicable, the Bank) as a result of interest on the Tax- Exempt Note becoming included in the gross income of such Noteholder (or, if applicable, the Bank), together with any and all attorne ys’ fees, court costs, or other out -of-pocket costs incurred by such Noteholder (or, if applicable, the Bank) in connection therewith; (ii) Subject to the provisions of clause (iii) below, such Noteholder (or, if applicable, the Bank) shall afford the Commissio n the opportunity, at the Commission’s sole cost and expense, to contest (1) the validity of any amendment to the Code which causes the interest on the Tax -Exempt Note to be included in the gross income of such Noteholder (or, if applicable, the Bank) or ( 2) any challenge to the validity of the tax exemption with respect to the interest on the Tax -Exempt Note, including the right to direct the necessary litigation contesting such challenge (including administrative audit appeals); and
(iii) As a condition precede nt to the exercise by the Commission of its right to contest set forth in clause (ii) above, the Commission shall, on demand, immediately reimburse such Noteholder (or, if applicable, the Bank) for any and all expenses (including attorneys’ fees for servic es that may be required or desirable, as determined by such Noteholder (or, if applicable, the Bank) in its sole discretion) that may be incurred by the Noteholder (or, if applicable, the Bank) in connection with any such contest, and shall, on demand, imm ediately reimburse the Noteholder (or, if applicable, the Bank) for any payments, including any taxes, interest, penalties or other charges payable by such Noteholder (or, if applicable, the Bank) for failure to include such interest in its gross income.

SECTION 2.9 Payments. The Commission shall make or cause to be made each payment hereunder 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: c/o U.S. Bank National Association, Attention:

Account Manager, ABA#: 123000220, for credit to Acct. #: 20206342160600, Reference: San Francisco Public Utilities Commission , For Further Credit to: 71- 6517532322, or such other account as the Bank may specify in writing from time to time to the Commission (such account 4857-7034-6685.6

23 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 i nterest payable in respect thereof.

SECTION 2.10 Payment on Non- Business Days. Whenever any payment to be made hereunder or under the Note s 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 if so made, shall be deemed to have been made when due), 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 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 Notes. 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 or under the Note s 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 income 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 or under the Notes, 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 Comm ission 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 addit ional 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 unde r applicable law to qualify for an exemption from such withholding. (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 Unite d States of America, the State of New York and the State from any payment 4857-7034-6685.6

24 made or received hereunder or from the execution or delivery or otherwise with respect to this Agreement (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 obliga ted 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 a greements 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 Notes.
(f) Notwithstanding the foregoing, the amount that any Participant shall be entitled to rece ive 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 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 Notes , are limited obligations of the Commission payable solely from the Pledged Revenues.

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 conditions precedent has been fulfilled to the satisfaction of the Bank and counsel to the Bank (such date being hereby designated as July 16, 2024):
(a) Representations. The Commission shall certify, on the advice of counsel, that ( i) the Commission is duly organized and validly existing as a commission of the City pursuant to the Charter with full legal pow er and authority to execute this Agreement, the Notes, the Amended and Restated Fee Agreement and the other Basic Documents to which it is a party; ( ii) this Agreement, the Amended and Restated Fee Agreement and the other Basic Documents to which it is a p arty are valid and binding agreements of the Commission enforceable against the Commission in accordance with their respective terms, subject to 4857-7034-6685.6

25 bankruptcy, insolvency, moratorium or other laws affecting creditors' rights, to general principles of equity a nd to limitations on remedies against public agencies; ( iii) no authorization, approval, consent or order of any agency or body having jurisdiction over the Commission is required which has not been obtained; ( iv) the execution, delivery and performance of this Agreement, the Notes, the Amended and Restated Fee Agreement and the other Basic 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 ( v) no litigation is pending or threatened against the Commission threatening its existence or power, the ability to enter into and perform its obligations under this Agreement, the Amended and Restated Fee Agreement and the other Basic 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. (b) Documents. The Bank shall have received executed copies of thi s Agreement and the Amended and Restated Fee Agreement and copies of the Basic Documents, including all amendments and supplements, if any, to the foregoing, certified by the Secretary of the Commission 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 and no default under any of the Basic Documents shall have occurred and be continuing or would occur upon the making of any Advance and (ii) the representations of the Commission set forth in Article VI and in each Basic Document 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 ac tion, suit, investigation or proceeding shall be pending or, to the knowledge of the Commission, threatened (i) in connection with the Basic Documents, the Amended and Restated Fee Agreement or this Agreement or any transactions contemplated thereby or her eby or (ii) against or affecting the Commission, the result of which could have a Material Adverse Effect on the business, properties, operations prospects, or condition (financial or otherwise) of the Commission or its ability to perform its obligations hereunder or under the Basic Documents or hereunder.
(e) No Material Adverse Change . The Bank shall have received the most recent audited financial statements of the Commission and, since the date of such financial statements, no M aterial Adverse Change shall have occurred in the status of the business, properties, operations, prospects or condition (financial or otherwise) of the Commission or its ability to perform its obligations under this Agreement, the Amended and Restated Fee Agreement or the other Basic Documents.
(f) Certificate. The Bank shall have received (i) certified copies of all proceedings taken by the Commission authorizing the execution, delivery and performance of this Agreement, the Amended and Restated Fee Agreement , the Basic Documents, the N otes and the transactions contemplated hereby and thereby and (ii) 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) and (d) and further cert ifying the name, incumbency and 4857-7034-6685.6

26 signature of each individual authorized to sign this Agreement, the Amended and Restated Fee Agreement, the Note, the Term Note, the other Basic 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.
(g) Opinion. The Bank shall have received an opinion from Bond Counsel to the effect that (i) this Agreement, the Notes and the other Basic Documents have been duly authorized, executed and delivered and are valid, binding and enforceable against the Commission, (ii) the pledge of the Pledged Revenues by the Commission to the Bank is valid and binding i n accordance with the terms of this Agreement, and (iii) the tax -exempt status of the Tax-Exempt Note.
(h) Payment of Fees . The Bank shall have received that all fees and expenses due and payable to the Bank or its legal counsel pursuant to the Amended and Restated Fee Agreement shall be paid or alternative arrangements satisfactory therefor have been made with the Bank.
(i) Financial Statements. The Bank shall have received the audited financial statements of the Commission Fiscal Year ended June 30, 2016, and for the most recently ended quarter, a copy of the current quarterly budgeting status report, if not previously provided. (j) Investment Policy and Guidelines . The Bank shall have received a copy of the current Investment Policy and Guidelines and other permit ted investments, certified as of a recent date by an Authorized Representative, which shall be satisfactory to the Bank. (k) 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 Amer ica, the State of New York or the State 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 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 Advance:
4857-7034-6685.6

27 (a) The Bank shall have received a Request for Advance as provided in Section 2.1(c) hereof specifyin g whether such Advance will be a Tax -Exempt Loan or a Taxable Loan;
(b) All representations and warranties of the Commission as set forth in Article VI hereof shall be true and correct as though made on the date of such Request for Advance and on the date of the proposed Advance and no Default or Event of Default shall have occurred and be continuing;
(c) After giving effect to any Revolving Loan, the aggregate principal amount of all Loans outstanding hereunder shall not exceed the Available Commitment A (or, following a reduction of the Available Commitment pursuant to Section 2.7 hereof, the Available Commitment as so reduced);
(d) The Bank shall have received satisfactory evidence that all representations and certifications of the Commission that the Bank deems nec essary to maintain the tax-exempt status of the interest on any Tax -Exempt Loan have been delivered and are true and correct, including, but not limited to, that all tax -related representations that it made in the Tax Certificate are still accurate in all material respects as if made on the Advance Date; (e) No Material Adverse Change shall have occurred;
(f) The Bank shall be satisfied that the opinion of Bond Counsel remains in full force and effect with respect to the exclusion of interest on the Tax -Exempt Loans from gross income for federal income tax purposes;
(g) Neither the Commission or the Bank shall have received actual notice (either verbal or written) from Bond Counsel that the opinion delivered pursuant the terms hereof may no longer be relied upon; and
(h) The Commitment and the obligation of the Bank to make an Advance hereunder shall not have terminated pursuant to Section 8.2 hereof or pursuant to Section 2.7 hereof. 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 Request for Advance and on the date of the proposed Advance each of the foregoing conditions has been satisfied a nd that all representations and warranties of the Commission as set forth in Article VI hereof is true and correct as though made on the date of such Request for Advance and on the date of the proposed Advance and no Default or Event of Default shall have occurred and be continuing on the date of such Request for Advance or on the date of the proposed Advance.

ARTICLE IV

THE TERM LOAN
SECTION 4.1 . Term Loan . The Commission shall have the option to convert (a) the unpaid principal amount of any Taxable Revolving Loan to a Taxable Term Loan, and (b) the unpaid principal amount of any Tax- Exempt Revolving Loan to a Tax- Exempt Term Loan, in 4857-7034-6685.6

28 each case on the Revolving Loan Maturity Date, if the conditions set forth in Section 4.2 hereof are satisfied on the Revolving Loan Maturity Date.

SECTION 4.2 . Conditions Precedent to Term Loan . The obligation of the Bank to convert the principal amount owed on a Revolving Loan to a Taxable Term Loan or a Tax - Exempt Term Loan, as applicable, shall be subject to the fulfillment of eac h of the following conditions precedent on or before the Revolving Loan Maturity Date in a manner satisfactory to the Bank:
(a) The following statements shall be true and correct on the Conversion Date, and the Bank shall have received a certificate incorp orating by reference the definitions of the capitalized terms defined in this Agreement, signed by a Designated Representative and dated the Conversion Date, stating that:
(i) the representations and warranties of the Commission contained herein and in each of the other Basic Documents and each certificate, letter, other writing or instrument delivered by the Commission to the Bank pursuant hereto or thereto are true and correct on and as of the Conversion Date as though made on and as of such date; and (ii) no Default or Event of Default has occurred and is continuing as of such Conversion Date or would result from converting the Revolving Loans to a Term Loan as requested; and
(b) In the case of the conversion to a Tax- Exempt Term Loan, (A)(i) the Bank sha ll be satisfied that the opinion of Bond Counsel delivered pursuant to the terms hereof remains in full force and effect with respect to such Tax -Exempt Term Loan or (ii) the Bank shall have received an opinion from Bond Counsel dated the date of such Term Loan as to the exclusion of interest on the Tax -Exempt Term Loans from gross income for federal income tax purposes, in form and substance satisfactory to the Bank and (B) the Bank shall be satisfied that the opinion of Bond Counsel remains in full force and effect with respect to the exclusion of interest on the Tax-Exempt Loans from gross income for federal income tax purposes or it shall have received an opinion of Bond Counsel in form and substance satisfactory to the Bank that such conversion will not adversely affect the tax exempt status of the interest on any Tax-Exempt Loans.

SECTION 4.3. Term Loans Evidenced by Notes. (a) The principal amount of each Tax - Exempt Term Loan shall also be evidenced by the Tax -Exempt Note. Each Tax -Exempt Term Loan made by the Bank and all payments and prepayments on the account of the principal and interest of each Tax -Exempt Term Loan shall be recorded by the Bank on the schedule attached to the Tax -Exempt Note; provided, however, that the failure of the Bank to make any such endorsement or any error therein shall not affect the obligations of the Commission hereunder or under the Tax- Exempt Note in respect of unpaid principal and interest on each Tax -Exempt Term Loan.
(b) The principal amount of each Taxable Term Loan shall be evidenced by the Taxable Note. Each Taxable Term Loan made by the Bank and all payments and prepayments on the account of the principal and interest of each Taxable Term Loan shall be recorded by the Bank on the schedule attached to the Taxable Note ; provided, however, that the failure of the 4857-7034-6685.6

29 Bank to make any such endorsement or any error therein shall not affect the obligations of the Commission hereunder or under the Taxable Note in respect of unpaid principal and interest on each Taxable Term Loan.

SECTION 4.4. Interest on Term Loan . Each Term Loan shall bear interest from the Conversion Date to the date such Term Loan is paid in full at a rate per annum equal to the Bank Rate as determined by the Bank pursuant to Section 2.3 hereof. Interest on ea ch Term Loan shall be paid to the Bank monthly in arrears on each Interest Payment Date. Interest on each Term Loan shall be calculated on the basis of a year of 360 days based on the actual number of days elapsed. At any time that a Term Loan is outstanding, the Bank shall notify the Commission of any change in Bank’s Prime Rate used in determining the Base Rate promptly following the establishment of such change; provided, however, that the failure by the Bank to provide notice of such change shall not relieve the Commission of its obligation to make payment of amounts as and when due hereunder. Each determination by the Bank of an interest rate shall be conclusive and binding for all purposes, absent manifest error.

SECTION 4.5 . Repayment of Term Loan . T he principal of each Term Loan shall be paid in installments payable on each Amortization Payment Date (each such payment, an “Amortization Payment ”), with the final installment in an amount equal to the entire then - outstanding principal amount of such Term Loan to be paid in full on the Amortization End Date (the period commencing on the Conversion Date and ending on the Amortization End Date is herein referred to as the “ Amortization Period ”). Each Amortization Payment shall be that amount of principal which will result in equal (as nearly as possible) aggregate Amortization Payments over the Amortization Period. The Commission acknowledges that the foregoing payment schedule may result in a final payment substantially higher than the preceding payments. Subject to Section 8.2(a)(ii) hereof, upon an Event of Default, the Bank may cause a mandatory redemption of the Notes hereunder and a corresponding mandatory prepayment of the Term Loans by delivering a written notice to the Commission that an Event of Def ault has occurred and is continuing and instructing the Commission that the Notes are subject to mandatory redemption under this Agreement and the Term Loans are subject to corresponding mandatory prepayment.

SECTION 4.6. Prepayment of Term Loan . The Commi ssion may prepay each Term Loan, in whole or in part, on any Business Day, without cost, penalty or premium, provided at least three (3) days’ written notice is provided by the Commission to the Bank. Each such notice of optional prepayment shall be revocable and shall bind the Commission to make such prepayment in accordance with such notice. All prepayments of principal shall include accrued interest to the date of prepayment and all other amounts due pursuant to this Agreement.

ARTICLE V

OBLIGATIONS ABSOLUTE
Subject to Section 2.13 hereof, the obligations of the Commission to pay the Obligations hereunder and under the Amended and Restated Fee Agreement shall be unconditional and irrevocable, and shall survive the termination of this Agreement and shall be paid s trictly in accordance with the terms of this Agreement, the Amended and Restated Fee Agreement and 4857-7034-6685.6

30 such instruments (as the case may be) under all circumstances, including, without limitation, the following circumstances:
(a) any lack of validity or enforceabi lity of this Agreement, the Amended and Restated Fee Agreement, or any of the Basic Documents; (b) any amendment or waiver of or any consent to departure from the terms of this Agreement, the Amended and Restated Fee Agreement, 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 Bank or any Participant or any other person or entity, whether in connection with this Agreement, the Amended and Restated Fee Agreement, 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; (e) 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; provided, that such payment shall not have been the result of the gross negligence or willful misconduct of the Bank;
(f) the surrender or impairment of security for the performance or observance of any of the terms of this Agreement or any Basic Document; and (g) any other circumsta nce 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 representati ons and warranties shall be deemed to be repeated on and as of the date of each Advance, 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 (i) to issue the Notes in accordance with terms of the Resolution and hereof, (ii) to control its properties and to carry on its business as now conducted and as contemplated to be conducted in connection with the execution, delivery and performance of its obligations under this Agreement, the Amended and Restated Fee Agreement , the Note s and the other Basic Documents to which it is a party, (iii) execute, deliver and perform its obligations under the Note s, the Am ended and Restated Fee Agreement , the other Basic Documents to which it is a party and this Agreement , and (iv) to provide for the security of the Obligations hereunder pursuant to the Charter and the terms hereof; and (c) has complied with all 4857-7034-6685.6

31 Legal Requirements in all matters related to such actions of the Commission as are contemplated by this Agreement, the Note s, the Amended and Restated Fee Agreement and the other Basic Documents to which it is a party.

SECTION 6.2 Authorization, Absence of Conflicts, Etc . The e xecution, delivery and performance by the Commission of this Agreement, the Note s, the Amended and Restated Fee Agreement 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 Commissi on, (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.
(a) This Agreement, the Amended and Restated Fee Agreement , the Note s and each of the other Basic Documents to which the Commission is a party, when executed 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 in accordance with their respective terms, except to the extent, if any, that the enforceabili ty 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 en forcement 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 are secured by a first (but not exclusive) Lien on, and payable from, the Pledged Revenues, and the Commission’s pledge of the Pledged Revenues to and for the payment of the Notes is valid and binding and no filings, recordings, registrations or other actions are necessary to create or perfect such lien. (c) There is n o pledge of or Lien on Wastewater Enterprise Revenues that ranks senior to the obligations hereunder, under the Amended and Restated Fee Agreement , the Notes other than the Senior Lien Wastewater Bonds and the Subordinated Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture and the Subordinated Wastewater Bonds Indenture.

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 Agreement, the Notes, the Amended and Restated Fee Agreement 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 4857-7034-6685.6

32 issuance, sale, execution, delivery and performance of this Agreement, the Amended and Restated Fee Agreement, the Notes 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 Legislation or the Resolution, 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 Notes, the Amended and Restated Fee Agreement , or any other Bas ic 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 accounta nts otherwise acceptable to the Bank. The 2023 Audited Financial Statements were prepared by KPMG LLP. The audited financial statements of the Commission for fiscal year 20 24 will be prepared by KPMG LLP or similar qualified independent auditing firm. T he data on which such financial statements and budget reports are based were true and correct. The 20 23 Audited Financial Statements and the budget reports present fairly the financial position of the Commission as of the date they purport to represent an d 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.

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 t he 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. All certificates, financial statements, documents and other written information furnished to the Bank or on behalf of the 4857-7034-6685.6

33 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 subj ect matter thereof and did not contain any untrue statement of a material fact.

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, constitute 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 mortg age, 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, proposed 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 w hich could reasonably be expected to have a Material Adverse Effect on the Commission’s obligations under this Agreement, the Amended and Restated Fee Agreement , the Note s 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.

SECTION 6.11 Compliance with Laws, Anti-Corruption Laws, Sanctions, Etc. (a) The Commission is in compliance with the Investment 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 Notes and the validity and enforceability of this Agreement and the other Basic Documents to which it is a party. In addition, no benefit 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.
(b) The Commission and its respective 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. The Commission has implemented and maintains in effect for itself policies and procedures to ensure compliance by the Commission and its officers, employees, directors, and agents with Anti -Corruption Laws and applicable Sanctions. None of the Commission or, to the knowledge of the Commission, any directors, officer, employee, agent of the Commission is an individual or entity that is, or is 50% or more owned (individually or in the aggregate, directly or indirectly) or controlled by individuals or entities (including any agency, political subdivision or instrumentali ty of any government) that are (i) the target of any Sanctions or (ii) located, organized or resident in a country or territory that is, or whose 4857-7034-6685.6

34 government is, the subject of Sanctions (currently Crimea, Cuba, Iran, North Korea, Sudan and Syria).

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 change 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 likely to have a Material Adverse Effect on the ability of the Commission to make any payments in respect of the Notes or any of its obligations hereunder.

SECTION 6.13 Regulation U . The Commission is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System); and no proceeds of the Advances will be used to extend credit to others for the purpose of purchasing or carrying any margin stock.

SECTION 6.14 Sovereign Immunity. The Commission is not entitled to immunity from legal proceedings to enforce this Agreement, the Amended and Restated Fee Agreement , the 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 Notes or any other Basic Document.

SECTION 6.15 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 6.16 Tax Status of Interest on Tax -Exempt Note . 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 Tax -Exempt Note to be includable in the gross income of the recipients thereof for Federal income tax purposes; provided, however , that this representation and warranty shall not apply to the Taxable Note.

SECTION 6.17 Liens. This Agreement creates a valid lien on and pledge of the Pledged Revenues to provide security for the payment of the principal of and interest on the Notes and the other Obligations hereunder. N o filings, recordings, registrations or other actions are necessary to create or perfect such lien.

SECTION 6.18 Subordinated Wastewater Bonds. No Subordinated W astewater Bonds have been issued or are otherwise outstanding and the Commission will not issue Subordinated 4857-7034-6685.6

35 Wastewater Bonds without giving the Bank reasonable prior notice of its intent to issue Subordinated Wastewater Bonds.

ARTICLE VII

COVENANTS
SECTION 7.1 Affirmative Covenants . As long as this Agreement is in effect, and until all amounts payable hereunder, including under the Notes, 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) as soon as practicable and, in any event, within one-hundred eighty (180) days after the end of each Fiscal Year of the Commission, a balance sheet 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 report 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 with generally accepted auditing standards;
(ii) as soon as practicable and, in any event, the Commission shall use its best efforts to provide, within forty- five (45) days after the end of each of the first three fiscal quarters of each Fiscal Year of the Commission, a quarterly budgetary status report (substantially in the form previously provided to the Bank) in reasonable detail; (iii) 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;
(iv) 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; and (v) with reasonable promptness, such other data regarding the financial posit ion 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 4857-7034-6685.6

36 recognized municipal securities information repository and with the Municipal Securities Rulemaking Board, or posted to the Commission’s website, as appropriate, and the Commission has provided notice thereof through writ ten or electronic means 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 on at least five (5) Business D ays’ 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 officers, 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 Comm ission and created subsequent to the Effective Date with respect to the Notes, the Senior Lien Wastewater Documents 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 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 each Other Debt Document, and each such covenant, tog ether 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 o f 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 actions as may be reasonably requested by the Bank t o 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) Operation and Maintenance of Wastewater Enterprise . The Commission covenants that it will maintain and preserve the Wastewater Enterprise in good repair and working order at all times from the Pledged Revenues, available for such purposes, in conformity with standards customarily followed for municipal water supply, storage and distribution systems of like size and character. The Commission will from 4857-7034-6685.6

37 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 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 will notify the Bank of any Default or Event of Default of which the Commiss ion has knowledge, as soon as possible and, in any event, within three (3) 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 will 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 Amended and Restated Fee Agreement, the Note s or any other Basic Documents , including, without limitation, Anti - Corruption Laws and applicable Sanctions. The Commission will maintain in effect and enforce policies and procedures designed to ensure compliance by the Commission and its directors, officers, employees and agents with Anti -Corruption Laws and applicable Sanctions.

The Commission will not use or allow any tenants or subtenants to use its Property for any business activity that violates any federal or state law or that s upports a business that violates any federal or state law.
(f) Use of Proceeds . The Commission will use the proceeds derived from the Advances only for the purposes set forth in the Resolution 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 Advances to be applied in violation of Regulation U issued by the Board of Governors of the Federal Reserve System.
(g) Maintenance of Ratings . The Commission shall ma intain long- term, unenhanced ratings on the Senior Debt of at least (i) “BBB+” from S&P or (ii) “Baa1” from Moody’s.
(h) Investment Policy and Guidelines . The Commission shall promptly notify the Bank in writing, not less than thirty (30) days after the Commi ssion’s formal consideration thereof, of any change proposed to the Investment Policy and Guidelines, which proposed change would increase the types of investments permitted thereby as of the Effective Date; and which notice shall also confirm compliance with State law. (i) 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 instrumen ts and documents as are usual and customary or advisable to carry out the intent and purpose of this Agreement, the Notes and the Basic Documents.
4857-7034-6685.6

38 (j) Notices. The Commission will promptly furnish, or cause to be furnished, to the Bank (i) notice of the occur rence of any “event of default” under any Basic Document or any Senior Debt, (ii) copies of any communications received from any taxing authority, securities regulatory authority or Rating Agency with respect to any Senior 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, (iii) notice of any proposed substitution of this Agreement and ( iv) notice of any proposed amendment to the Resolution or any other Basic Document and copies of all such amendments promptly following the execution thereof.
(k) 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 for 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 reason able 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. The insurance described above may be provided as part of any comprehensive fidelity and other insurance and not separately for the Wastewater Enterprise.
(l) Preservation of Security. The Commission shall take any and all actions necessary or reasonably requested by the Bank to maintain the security pledged in favor of the Notes as described in Section 6.3 hereof.
(m) Alternate Facility. 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 insure the payment of all amounts due to the Bank hereunder including, without limitation, the amounts due with respect to the Note s 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 of any and all other obligations (other than Term Loans) due and owing hereunder.
(n) City Business Days. During the term of this Agreement, upon learning 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. 4857-7034-6685.6

39 (o) Preservation of Existence, Etc. The Commission will not take any action pursuant to the Charter to accomplish a merger of the Wastewater Enterprise with any other entity or enterprise, 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 Pledged Revenues for the payment of the Notes provided in Section 7.1(q) 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 Tax -Exempt Note , and (ii) cause the lien or security interest created by this Agreement to be no longer valid as provided in Section 7.1(q) 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. (p) Pledge of Available Revenues . The Notes 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 hereinafter provided) of, the Pledged Revenues. The Pledged Revenues constitute a trust fund for the security and payment of the interest on and principal of the Notes and all obligations of the Commission relating to such notes thereunder and under this Agreement.. The Pledged Revenues are hereby pledged to the payment of the Notes and all obligations of the Commission relating to such notes thereunder and under this Agreement without priority or distinction of one over the other. The pledge of the Pledged Revenues herein made shall be irrevocable until this Agreement has been terminated and all of the principal and interest owed under the Notes ha s 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 Pledged Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Amended and Restated Fee Agreement , or the Notes other than Senior Lien Wastewater Bonds and Subordinated Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture and the Subordinated Wastewater Bonds Indenture. (q) Amounts of Rates and Charges.
(i) To the fullest extent permitted by law, the Commission hereby covenants to establish, fix and prescribe, prior to the commencement of each Fiscal Year, rates, fees and charges with respect to the Wastewater Enterprise sufficient to pay any outstanding obligations owing under this Agreement.
(ii) Amounts of Rates and Charges (Wastewater Enterprise Debt). The Commission covenants to 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, treatment and disposal services and facilities furnished by the Wastewater Enterprise so as to yield Wastewater Enterprise Revenues at least sufficient, after making reasonable allowances for contingencies and error in the estimates , (and after giving effect to the expected receipt of refinancing proceeds from the sale of Senior Lien Wastewater Bonds and Subordinated Wastewater Bonds ) to pay the Notes , any Parity Debt and any other obligations of the Commission (including all current operation and 4857-7034-6685.6

40 maintenance costs) which are charges, liens or encumbrances upon, or are payable from Wastewater Enterprise Revenues.
(iii) Amounts of Rates and Charges (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, treatment 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 principal of the Senior Lien
Wastewater Bonds 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 Senior Lien Wastewater 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 requirem ents 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 collection, trea tment 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 (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.
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41 (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 sufficient to meet the requirements of this Section. (D) So long as the Commission has complied with its obligations described in clause (A) and clause (B) of this Section 7.1(q)(ii), the failure to yield the amount of Revenues as set forth in clause (A) of this Section 7.1(q)( iii), or the failure of Net Revenues to equal 1.25 times Annual Debt Service as set forth in clause (B) of this Section 7.1(q)(i ii) at the end of a Fiscal Year, shall 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 S ection 7.1(q)( iii) at the commencement of the succeeding Fiscal Year.

SECTION 7.2 Negative Covenants. As long as this Agreement is in effect, and until all amounts payable hereunder, including under the Notes, 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, except that 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 ( i) not relating to the duties, obligations or rights of the Bank, under this Agreement or (ii) not having a Material Adverse Effect on (x) the ability of the Commission to pay when due the principal of or interest on the Notes or to make payments due hereunder or (y) the security, rights or remedies of the Bank hereunder or under any Basic Document without the prior written consent of the Bank. The Commission agrees to promptly deliver to the Bank copies of all such amendments, modification, supplements or other changes. (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. (i) Permit the aggregate principal amount of all Advances outstanding at any time to exceed $75,000,000 (except as provided in Section 7.2( e) hereof); (ii) or permit the aggregate principal amount of all Adva nces 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 Note from the gross income of the holders thereof for purposes of Federal income taxation; provided, however , that this covenant shall not apply to the Taxable Note.
4857-7034-6685.6

42 (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 Wastewater Bonds Indenture, any resolutions adopted by the Commission; (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 demonstrating compliance with the requirements set forth in the Wastewater Bonds Indenture; provided, that the Bank has reviewed the forms of certificates and reports 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 H
, and has agreed that the delivery of a
copy of such certificates and reports, substantially in the form attached hereto as Exhibit H shall be sufficient to satisfy the requirements of the Wastewater Bonds Indenture; (iv) the issuance of Parity Debt, will not result in the creation o f a Lien on the Pledged Revenues or any of the funds and accounts pledged to secure the obligations under the Agreement, the Amended and Restated Fee Agreement, the Revolving Note and the Term Note pursuant to the Basic Documents that is senior to the Lien securing the obligations under the Agreement, the Amended and Restated Fee Agreement, the Revolving Note and the Term Note;
(v) in connection with the issuance of any additional Parity Debt, the Commission will provide a certificate of an Authorized Representative of the Commission to the effect that (i) actual Revenues of such Enterprise for the most recently completed Fiscal Year, or (ii) projected R evenues for the next three Fiscal Years following the issuance of such additional bonds, notes or other indebt edness are or will be sufficient to satisfy the rate covenant described in Section 7.1(q) herein, assuming the issuance of such bonds, notes or other indebtedness to pay any maturing Commercial Paper Notes, the Bank Notes and all other amounts due and owing hereunder; and (vi) no Default or Event of Default shall have occurred and be continuing hereunder as a result thereof.
(g) Use of Bank’s Name . Permit the use of the Bank’s name in any official statement or other offering document unless the Bank shall have approved in writing the description of the Bank contained in such document.
(h) Liens. Create or suffer to exist or permit any Lien on the Pledged Revenues other than the Liens permitted by this Agreement or Liens that are junior and subordinate to the Lien created by this Agreement under terms and conditions satisfactory to the Bank.
4857-7034-6685.6

43 (i) Commitment. Permit the aggregate principal amount of all Advances outstanding at any time to exceed the Commitment at such time. (j) Maintenance of Available Wastew ater Revenues. The C ommission shall not 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 m aintain, 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 or resolution requiring all customers of the Wastewater Enterprise to pay the fees, rates and charges applicable to the water, services and facilities furnished by the Wastewater Enterprise . The Commission will not provide any water service of the Wastewater Enterprise free of charge to any person, firm or corporation, or to any public agency (including the United States of America, the State, and any public corporation, political subdivision, city, county district or agency or any thereof), except (i) for free use by the City and its agencies, (ii) to the e xtent that any such free use is required by the terms of any existing contract or agreement, and (iii) for incidental insignificant free use so long as such free use does not prevent the Commission from satisfying the other covenants of this Agreement, including, without limitation, Section 7.1(p) hereof. (k) Swap Termination Payments. The Commission shall not permit any Lien on Pledged Revenues securing any termination payments with respect to any Swap Contract to be secured on a basis senior to or on a parity with the Notes. (l) Use of Proceeds . (i) The Commission shall not use the proceeds of any credit extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulat ion 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 Note s for any purpose other than as provided for in the Resolution and herein and not in contravention of applicable law. (ii) The Commission will not request any Loan, and will not use, and the Commission will ensure that its directors, officers, employees and agents shall not use, the proceeds of any Loan in furtherance of an offe r, 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. The Commission will not, directly or indirectly, use the proceeds of the Loans or, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other Person, ( A) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (B ) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).
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44 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) Payments. The Commission shall fail to pay, or cause to be paid, when due (i) any principal of or interest on any Note, (ii) any Repayment Obligation or (iii) any other Obligation;
(b) any representation, warranty or statement made by or on behalf of the Commission herein or in any Basic Document to which the Commission is a party or in any certificate delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or the documents, certificates or statements of the Commission (including unaudited financial reports, budgets, projections and cash flows of the Commission) furnished to the Bank by or on behalf of the Commission in connection with the transactions contemplated hereby, when taken as a whole, are materially inaccurate in light of the circumstances under which they were made and as of the date on which they were made; (c) Invalidity. (i) any provis ion of this Agreement or any Basic Document related to or adversely affecting (A) payment of principal of or interest on the Note s or the Advances or any other obligation under this Agreement or the Basic Documents or (B) the validity or enforceability of the pledge of the Pledged Revenues shall at any time for any reason cease 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 nonappealable judgment by any court of competent jurisdiction, to be null and void, invalid or unenforceable;
or
(ii) any other material provision of this Agreement or any other Basic Document, other than a provision described in clause ( a) above, shall at any time for any reason cease 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 shall be publicly contested by the Commission;
(d) Insolvency, Etc . The Commission 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 t ake 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 imposes a debt moratorium or comparable extraordinary restriction on repayment 4857-7034-6685.6

45 when due and payable of the principal of or interest on all of the Debt of the Commission; or all, or any substantial part, of the property of the Commission 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 any action shall be taken to authorize or effect the institution by it of any of the foregoing) and if instituted aga inst it, shall be consented to or acquiesced in by it, or shall not be dismissed within a period of sixty (60) days; (e) 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 S enior Debt or any Parity Debt;
(f) Unsatisfied Judgments. A final, nonappealable, judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Commission and payable from Pledged Revenues and such judgment or order shall c ontinue unsatisfied and unstayed for a period of sixty (60) days; or
(g) Ratings. The long-term credit ratings assigned by Moody’s and Standard & Poor’s to unenhanced Senior Debt shall be (A) reduced below “Baa 3” (or its equivalent) and “BBB-” (or its equivalent) or (B) withdrawn or suspended for any credit related reasons. (h) Representations Untrue . Any representation, warranty, certification or statement made by the Commission in this Agreement or in any Basic Document or in any certificate, financial statemen t 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 and such representation, warranty, certification or statement shall remain incorrect or continue for thirty (30) days after made or deemed made. (i) Certain Covenant Defaults . The Commission shall default in the due performance or observance of any term, covenant or agreement contain ed in clause (c), (d) , (f) or (g) of Section 7.1 or in Section 7.2.
(j) 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. (k) Other Invalidity. (i) The State or the Commission (A) makes a claim in a judicial or administrative proceeding that the Commission has no further liability or obligation hereunder, under the Charter, this Agreement, the Amended and Restated Fee Agreement , the Notes or the Resolution to pay, when due, the principal of or interest on the Note s or any Advance or (B) contests in a judicial or administrative proceeding the validity or enforceability of any provision of the Charter, this A greement, the Amended and Restated Fee Agreement, the Notes or the Resolution relating to or otherwise affecting (y) the Commission’s ability or obligation to pay, when due, the principal of or interest on the Notes, any Advance or Term 4857-7034-6685.6

46 Loan or (z) the Ple dged Revenues; (ii) a debt moratorium or comparable extraordinary restriction on repayment of debt shall have been declared or imposed (whether or not in writing) with respect to the Amended and Restated Fee Agreement , the Notes, any Advance or Term Loan; (iii) any provision of the Amended and Restated Fee Agreement 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 judgment by any fede ral or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; (iv) an Authorized Representative of the Commission repudiates or otherwise denies in writing that it has a ny further liability or obligation under or with respect to any provision of the Amended and Restated Fee Agreement ; (v) 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 provision of or relating to the Amended and Restated Fee Agreement ; or (vi) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Amended and Restated Fee Agreement shall f ind or rule, in a judicial or administrative proceeding, that any provision thereof is not valid or not binding on, or enforceable against, the Commission. (l) Other Cross-Defaults. The Commission shall fail to pay when due and payable any principal of or interest on any Debt (other than Senior Debt or Parity Debt) payable from Pledged Revenues in excess of $25,000,000 of the Commission and such failure shall continue beyond any applicable period of grace specified in any underlying indenture, contract or instrument providing for the creation thereof;
(m) Basic Document Default . The Commission shall default in the due performance or observance 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. (n) Other Insolvency.
(i) There shall be commenced against the Commission any case, proceeding or other action 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.
(o) Ratings. The long- term unenhanced ratings by Moody’s or Standard & Poor’s on Parity Debt or Senior Debt shall be (i) reduced below “Baa1” (or its equivalent) or “BBB+” (or its equivalent) or (ii) withdrawn or suspended for any credit related reasons ; provided, that nothing herein shall require the Commission to maintain a long- term rating on 4857-7034-6685.6

47 Parity Debt, so long as the only Parity Debt outstanding is c ommercial paper notes and related credit and liquidity facilities.
(p) Cross Accelera tion. 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 o f 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 imme diately 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 $ 25,000,000, 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 but following the exhaustion of any applicable cure period) 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).

SECTION 8.2 Remedies.
(a) Upon the occurrence and continuation of any Event of Default the Bank may exercise any one or more of the following right s and remedies in addition to any other remedies herein or by law provided:
(i) by notice to the Commission, declare all amounts due 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;
(ii) deliver a written notice to the Commission that an Event of Default has occurred and is continuing and direct the Commission, as applicable, to accelerate repayment of the Revolving Loans and cause a mandatory redemption of the Notes; (iii) by written notice to the Commission, reduce the Available Commitment to zero and thereafter the Bank will have no further obligation to make Advances hereunder and/or terminate the Commitment;
(iv) either p ersonally or by attorney or agent without bringing any action or proceeding, or by a receiver to be appointed by a court in any appropriate action or proceeding, take whatever action at law or in equity may appear necessary or desirable to collect the amou nts due and payable under the Basic Documents or to enforce performance or observance of any obligation, agreement or covenant of the Commission under the Basic Documents, whether for specific performance of any agreement or covenant of the Commission or i n aid of the execution of any power granted to the Bank in the BasicDocuments;
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48 (v) cure any Default, Event of Default or event of nonperformance hereunder or under any Basic Document; provided, however, that the Bank shall have no obligation to effect such a cure; and
(vi) exercise, or cause to be exercised, any and all remedies as it may have under the Basic Documents and as otherwise available at law and at equity. (b) Notwithstanding the provisions of Section 8.2(a)(i) or 8.2(a)(ii) hereof, (x) the Bank shall not dec lare the outstanding amount of the Obligations under this Agreement to be immediately due and payable or cause a mandatory redemption of the Notes as described in Section 8.2(a)(i) or 8.2(a)(ii) until seven (7) days after the occurrence of an Event of Defa ult specified in Section 8.1(a)(i), 8.1(a)(ii), 8.1(c) (i), 8.1(d), 8.1(e), 8.1(g), 8.1(l), 8.1(n) and 8.1(p) hereof and (y) the Bank shall notify the Commission of mandatory redemption of the Notes at least one hundred eighty (180) days prior thereto in the case of any Event of Default not specified in the immediately preceding clause (x). Notwithstanding the foregoing sentence of this Section 8.2(b), if any other holder or credit enhancer of Debt secured by a lien or charge on Pledged Revenues or any counterparty under any Swap Contract related thereto causes any such Debt or other obligations of the Commission to become immediately due and payable, the Bank may immediately, without notice, avail itself of the remedies set forth in Section 8.2(a) hereof and/or declare or cause to be declared the unpaid principal amount of all outstanding Notes, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder to be immediately due and payable.

SECTION 8.3 No Remedy Exclusive. The rights and reme dies 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 parti al exercise of any power or right preclude its other or further exercise or the exercise of any other power or right.

ARTICLE IX

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

SECTION 9.2 Liability of the Bank . 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, (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 any of the Resolution, the Notes, 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 p arty), 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 4857-7034-6685.6

49 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, o r (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. To the extent permitted by law, the Commission agrees to indemnify and hold harmless the Bank and its related parties and participants from and against any and all claims, damages, losses, consequential damages, liabilities and reasonable costs or expenses (including, without limitation, reasonable attorney’s fees and expenses) whatsoever which the Bank may incur (or which may be claimed against the Bank by any person or entity whatsoever) by reason of or in connection with (i) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in the Basic Documents or in any supplement or amendment thereof, or the omission or alleged omission to state therein a material fact necessary to make such statem ents, in the light of the circumstances in which they are or were made, not misleading; (ii) the execution and delivery of this Agreement; provided, that the Commission shall not be required to indemnify the Bank for any losses, claims, damages, liabilitie s, costs and expenses (other than those described in clause (i)) to the extent that such losses, claims, damages, liabilities, costs and expenses were caused by the willful misconduct or gross negligence of the Bank.

SECTION 9.4 Costs and Expenses . The Commission he reby agrees to pay (a) the costs and expenses as set forth in the Amended and Restated Fee Agreement , in the amounts and at the times set forth therein, and (b) as and to the extent not otherwise specified in the Amended and Restated Fee Agreement, all cos ts 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 Amended and Restated Fee Agreement or the other Basic Documents including, without limitation, in connection with any transfer of or amendment to this Agreement, the Amended and Restated Fee Agreement or the other Basic Documents, the enforcement hereof or thereof or the protection of the rights of the Bank hereunder or thereunder.

SECTION 9.5 Participants; Transfers . (a) The Bank shall have the right to grant participations from time to time (to be evidenced by one or more Participation Agreements or certificates of participation) in this Agreement, the Amended and Restated Fee Agreemen t or the Notes to one or more other banking institutions; provided, that the grant of any such participation shall not terminate or otherwise affect any obligation of the Bank hereunder. In connection with each participation, the Bank may disclose 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 provi ded, however, that (A) no such participation shall in any way affect the obligations of the Bank hereunder, (B) the Commission shall be required to deal only with the Bank with respect to any matters under this Agreement, (C) only the Bank shall be entitled to 4857-7034-6685.6

50 enforce the provisions of this Agreement against the Commission, and (D) the participation shall not result in any increased cost to the Commission under this Agreement. (b) Sales and Transfers by Noteholder to a Bank Transferee . Without limitation o f the foregoing generality, a Noteholder may at any time sell or otherwise transfer to one or more transferees all or a portion of the Notes to a Person that is (i) an Affiliate of the Bank or (ii) a trust or other custodial arrangement established by the Bank or an Affiliate of the Bank, the owners of any beneficial interest in which are limited to “qualified institutional buyers” as defined in Rule 144A promulgated under the 1933 Act (each, a “ Bank Transferee”). From and after the date of such sale or tr ansfer, U.S. Bank National Association (and its successors) shall continue to have all of the rights of the Bank hereunder and under the other Basic Documents as if no such transfer or sale had occurred; provided, however, that (A) no such sale or transfer referred to in clause (b)(i) or (b)(ii) hereof shall in any way affect the obligations of the Bank hereunder, (B) the Commission shall be required to deal only with the Bank with respect to any matters under this Agreement, (C) only the Bank shall be enti tled to enforce the provisions of this Agreement against the Commission , and (D) the sale or transfer shall not result in any increased cost to the Commission under this Agreement.
(c) Sales and Transfers by Noteholder to a Non Bank Transferee . Without limitation of the foregoing generality, a Noteholder may at any time sell or otherwise transfer to one or more transferees which are not Bank Transferees but each of which constitutes a “qualified institutional buyer” as defined in Rule 144A promulgated under the 1933 Act (each a “Non Bank Transferee ”) all or a portion of the Notes if (A) written notice of such sale or transfer, including that such sale or transfer is to a Non Bank Transferee, together with addresses and related information with respect to t he Non Bank Transferee, shall have been given to the Commission and the Bank (if different than the Noteholder) by such selling Noteholder and Non- Bank Transferee, and (B) the Non Bank Transferee shall have delivered to the Commission, and the selling Noteholder, a purchaser letter.

From and after the date the Commission and the selling Noteholder have received written notice and an executed Bank Letter, (A) the Non Bank Transferee thereunder shall be a party hereto and shall have the rights and obligations of a Noteholder hereunder and under the other Basic Documents, and this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the Non Bank Transferee, and any reference to the assigning Noteholder hereunder and under the other Basic Documents shall thereafter refer to such transferring Noteholder and to the Non Bank Transferee to the extent of their respective interests, and (B) if the transferring Noteholder no longer owns any Notes, then it shall relinquish its rights and be released from its obligations hereunder and under the Basic Documents; provided, however, that (A) no such sale or transfer referred to in clause (c) hereof shall in any way affect the obligations of the Bank hereunder, (B) the Commission shall be required to deal only with the Bank with respect to any matters under this Agreement , (C) only the Bank shall be entitled to enforce the provisions of this Agreement against the Commission, and (D) the sale or transfer shall not result in any increased cost to the Commission under this Agreement.

SECTION 9.6 Successors and Assigns.
4857-7034-6685.6

51 (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 its rights hereunder or any interest herein without the prior written consent of the other. (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 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 paym ent in respect of such assigned obligations 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. N o 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 statement of the terms and conditions of that agreement. 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 purpose for which given. No notice to or demand on the Commission in any case shall entitle the Co mmission 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 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 Amended and Restated Fee Agreement, the Note s, the Resolution 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), 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
525 Golden Gate Ave., 13th Floor
San Francisco, California 94102
Attention: Chief Financial Officer
4857-7034-6685.6

52 Telephone: (415) 554-3155
Facsimile: (415) 554-3161
If to the Bank: U.S. Bank – Government Banking
One California Street, Suite 350
San Francisco, California 94111
Attention: Jeffrey S. Kajisa
Telephone: (650) 483-3984
Email: [email protected]

With a Copy to: U.S. Bank – Government Banking
Attention: Christy Tobish
Telephone: (931) 680-0535
Email: [email protected]

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 which, 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 Notes. (b) Upon the written request of the Commission to the Bank made no earlier than one hundred twenty (120) days prior to the Commitment Expiration Date, the Bank shall within forty-five (45) days of such request notify the 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 that the scheduled Commitment Expiration Date shall be so extended, the Bank shall, within forty- five (45) days of its notification to the Commission, deliver to the Commission a written acknowledgement of such extension. If the Bank fails to notify the Commission of its decision within such forty- five (45) 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 Advances
, (ii) a reasonably detailed description of any and all Defaults or Events of Default that shall have occurred and be continuing, (iii) confirmation that all representations and warranties 4857-7034-6685.6

53 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 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 Advances are outstanding as of the date this Agreement is terminated; provided, however , that all amounts owing under the Amended and Restated Fee Agreement with respect to such termination shall be paid in accordance with the Amended and Restated Fee Agreement.
(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 Notes.

SECTION 9.13 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal 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; Jurisdiction.
(a) Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A

CONTRACT UNDER, AND FOR ALL PURPOSES SHALL BE GOVERNE D BY, AND

CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE

STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS (OTHER THAN NEW YORK GENERAL OBLIGATIONS LAWS 5 1401 AND 5 1402); PROVIDED, THAT THE OBLIGATIONS OF THE COMMISSI ON

HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CHOICE OF LAW RULES.
(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 PROC EDURE 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 THAT IT 4857-7034-6685.6

54 HAS REVIEWED THIS WAIVER AND 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 COURT OR TO JUDICIAL REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN.
(c) Submission to Jurisdiction; Waiver of Venue . Each party hereto consents to and submits to in personam jurisdiction and venue in the State of California and in the Federal district courts which are located in the Northern District of the State of California. Each party asserts that it has purposefully availed itself of the benefits of the laws of the State of California and waives any objection to in personam jurisdiction on the grounds of m inimum contacts, waives any objection to venue, and waives any plea of forum non conveniens . This consent to and submission to jurisdiction is with regard to any action related to this Agreement.

Regardless of whether the party’s actions took place in the State of California elsewhere in the United States, this submission to jurisdiction is nonexclusive, and does not preclude either party from obtaining jurisdiction over the other in any court otherwise having jurisdiction. (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 Agree ment 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 have 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 2.4, 2.5,

2.8, 2.12, 9.3 and 9.4 and Article IV hereof and in the Amended and Restated Fee Agreement shall survive 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 effect for purposes of interpretation or construction of the terms of this Agreement.

SECTION 9.19 Beneficiaries. This Agreement is m ade solely for the benefit of the Commission, the Bank, their successors and assigns, subject to the terms of this Agreement, and 4857-7034-6685.6

55 no other Person shall have any right, benefit or interest under or because of the existence of this Agreement.

SECTION 9.20 Patriot Act. The following notification is provided to the Commission pursuant to Section 326 of the PATRIOT Act:

The Bank hereby notifies the Commission and the Paying Agent that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies such the Commission and the Paying Agent, which information includes the name and address of the Commission and the Paying Agent and other information that will allow the Bank to identify the Commission and the Paying Agent in accordance with the PATRIOT Act.

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

SECTION 9.22 No Advisory or Fiduciary Responsibility; Nonliability of Bank . In connection with all aspects of the transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Commission acknowledges and agrees that: (i) (A) the Commission has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (B) the Commission is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Commission or any other Person and (B) the Bank has no obligation to the Commission with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Bank and its Affiliates may be engaged in a broad range of transactions that involve interests that diff er from those of the Commission , and the Bank has no obligation to disclose any of such interests to the Commission. The relationship between the Commission on the one hand and the Bank on the other hand shall be solely that of borrower and lender. The Bank shall have no fiduciary responsibilities to the Commission. To the fullest extent permitted by law, the Commission hereby waives and releases any claims that it may have against the Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. The Bank shall have no liability with respect to, and the Commission hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Commission in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided, that the Commission shal l 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, or (ii) the Bank’s willful or grossly negligent failure. [Remainder of page intentionally left blank; signature page follows.]

Signature Page
SFPUC/US Bank
(Wastewater Revolver)
S-1
IN WITNESS WHEREOF , the parties hereto have caused this Amended and Restated Revolving Credit 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
U.S. BANK NATIONAL ASSOCIATION
By:

Jeffrey S. Kajisa
Senior Vice President
Acknowledged:

Director of Public Finance of the City
and County of San Francisco
__________________________________
Anna Van Degna, Director of Public Finance
Approved as to Form:

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

Name Katherine Thursby Ortega
Title: Deputy City Attorney
4857-7034-6685.6

A-1

EXHIBIT A

FORM OF TAX-EXEMPT NOTE

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

REVOLVING OBLIGATIONS
(WASTEWATER SERIES, PROPOSITION E)
SUBSERIES R-1
[Date] 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 U.S. BANK NATIONAL ASSOCIATION (the “Bank”), at its office at 633 West Fifth Street, 25th Floor, Los Angeles, California 90071, the aggregate unpaid principal amount of all Tax - Exempt 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 such Tax - Exempt Revolving Loans (including Tax- Exempt Term Loans) on the dates and at the rates provided for in the Amended and Restated Revolving Credit Agreement, dated as of July 16, 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 fu nds. All capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Agreement.

This note is the Tax -Exempt 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 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 Tax - Exempt Note may be declared due and payable in the manner and with the effect provided in the Agreement.

The Bank agrees it will make a notation on the schedule attached hereto of all Advances 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 Tax-Exempt 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 Tax-Exempt Note constitutes a valid and binding obligation of the Commission and is secured by, and payable from, the Pledged Revenues and from the proceeds of subsequent borrowings by the Commission.
4857-7034-6685.6

A-2

The Commission hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Tax- Exempt Note and assent to the extensions of the time of payment or forbearance or other indulgence without notice.

The provisions set forth in Section 9.14 of the Agreement shall gove rn this Tax -Exempt Note.

IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Tax -Exempt 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:
4857-7034-6685.6

A-3

TRANSACTIONS
ON

TAX-EXEMPT NOTE
Date
Amount of Tax-
Exempt Loan/
Tax-Exempt
Term Loan Made
Amount of
Principal Paid
Date to Which
Interest Paid
Notation
Made By

4857-7034-6685.6

B-1

EXHIBIT B

FORM OF TAXABLE NOTE

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

REVOLVING OBLIGATIONS
(WASTEWATER SERIES, PROPOSITION E)
SUBSERIES R-1-T
[Date] 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 U.S. BANK NATIONAL ASSOCIATION (the “ Bank”), at its office at 633 West Fifth Street, 25th Floor, Los Angeles, California 90071, the aggregate unpaid principal amount of all Taxable 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 such Taxable Revolving Loans (including Taxable Term Loans) on the dates and at the rates provided for in the Amended and Restated Revolving Credit Agreement, dated as of July 16, 2024 (as amended and supplemented from time t o 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 herein shall have the meanings specified in the Agreement.

This note is the Taxable 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 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 Taxable Note may be declared due and payable in the manner and with the e ffect provided in the Agreement.

The Bank agrees that before disposing of this Taxable Note it will make a notation on the schedule attached hereto of all Advances evidenced hereby and all principal payments and prepayments made hereunder and of the date t o 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 Taxable 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 Taxable Note constitutes a valid and binding obligation of the Commission and is secured by, 4857-7034-6685.6

B-2

and payable from, the Pledged Revenues and from the proceeds of subsequent borrowings by the Commission.

The Commission, hereby waive s presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acce ptance, performance and enforcement of this Taxable Note and assent to the extensions of the time of payment or forbearance or other indulgence without notice.

The provisions set forth in Section 9.14 of the Agreement shall govern this Taxable Note.IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Taxable 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:
4857-7034-6685.6

B-3

TRANSACTIONS
ON

TAXABLE NOTE
Date
Amount of
Taxable Loan/
Taxable
Term Loan Made
Amount of
Principal Paid
Date to Which
Interest Paid
Notation
Made By

4857-7034-6685.6

C-1

EXHIBIT C
[FORM OF REQUEST FOR ADVANCE]

REQUEST FOR ADVANCE
[Date]
U.S. Bank – Government Banking
One California Street, Suite 350
San Francisco, California 94111
Attention: Jeffrey S. Kajisa
Telephone: (650) 483-3984
Email: [email protected]

With a copy to:

U.S. Bank – Government Banking
Attention: Christy Tobish
Telephone: (931) 680-0535
Email: [email protected]
Ladies and Gentlemen:

The undersigned, an Authorized Representative, refers to the Amended and Restated Revolving Credit Agreement, dated as of July 16, 2024 (together with any amendments or supplements thereto ( the “Agreement”), by and between the San Francisco Public Utilities Commission (the “Commission”) and U.S. Bank National Association (the “Bank”) (the terms defined therein being used herein as therein defined) and hereby requests, pursuant to Section 2.1(c) of the Agreement, that the Bank make an Advance under the Agreement, and in that connection sets forth below the following information relating to such Advance (the “Proposed Advance”):

1. The Business Day of the Proposed Advance is ___________, 20__ (the “Advance Date” ), which is at least two New York Banking Days after the date hereof.

2. The principal amount of the Proposed Advance is $________________, which is not greater than the Available Commitment as of the Advance Date set forth in 1 above.

3. The Proposed Advance is hereby identified as [a Tax- Exempt Revolving Loan] [a Taxable Revolving Loa n]. The Proposed Advance shall constitute [a Tax- Exempt Loan bearing interest at the Tax -Exempt Rate] [a Taxable Loan bearing interest at the Taxable Rate].
4857-7034-6685.6

C-2

4. After giving effect to the Proposed Advance, the aggregate principal amount of all Revolving Loans outstanding under the Agreement will not exceed the Available Commitment.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the Advance Date, before and after giving effect thereto:
(a) the undersigned is an Authorized Representative;
(b) the representations and warranties of the Commission set forth in Article VI of the Agreement and in each other Basic Document are true and correct in all material respects as though made on the date hereof and on the date of Advance Date; (c) no Default or Event of Default has occurred and is continuing; (d) no Material Adverse Change has occurred in the status of the business, properties, operations, prospects or condition (financial or otherwise) of the Commission or its ability to perform its obligations under this Agreement, the Amended and Restated Fee Agreement or the other Basic Documents.;
(e) after giving effect to the Proposed Advance, the aggregate principal amount of all Revolving Loans outstanding under the Agreement will not exceed the Available Commitment. The proposed amount of the Proposed Advance does not exceed the Available Commitment; and
The Proposed Advance shall be made by the Bank by wire transfer of immediately available funds to the undersigned in accordance with the instructions set forth below:
[Insert wire instructions]
_________________________
_________________________
_________________________
Very truly yours,

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name:

Title:
4857-7034-6685.6

C-3

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

Very truly yours,
U.S. BANK NATIONAL ASSOCIATION
By:

Name:

Title:
4857-7034-6685.6

D-1

EXHIBIT D
[FORM OF REQUEST FOR EXTENSION]
Request for Extension
[Date]
U.S. Bank – Government Banking
One California Street, Suite 350
San Francisco, California 94111
Attention: Jeffrey S. Kajisa
Telephone: (650) 483-3984
Email: [email protected]

With a copy to:

U.S. Bank – Government Banking
Attention: Christy Tobish
Telephone: (931) 680-0535
Email: [email protected]
Ladies and Gentlemen:

Reference is made to the Amended and Restated Revolving Credit Agreement dated as of July 16, 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 U.S. BANK NATIONAL ASSOCIATION (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 all Advanc es 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. 4857-7034-6685.6

D-2

The Bank is required to notify the Commission of its decision with respect to this request within forty -five (45) days of the date of receipt hereof. If the Bank fails to notify the Commission of its decision within such forty -five (45) 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:
4857-7034-6685.6

E-1

EXHIBIT E
[FORM OF NOTICE OF TERMINATION OR REDUCTION]

NOTICE OF TERMINATION OR REDUCTION
[Date]
U.S. Bank – Government Banking
One California Street, Suite 350
San Francisco, California 94111
Attention: Jeffrey S. Kajisa
Telephone: (650) 483-3984
Email: [email protected]

With a copy to:

U.S. Bank – Government Banking
Attention: Christy Tobish
Telephone: (931) 680-0535
Email: [email protected]
Re: Amended and Restated Revolving Credit Agreement dated as of July 16, 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 U.S. Bank National Association (the “Bank”), with reference to the Amended and Restated Revolving Credit Agreement, dated as of July 16, 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.]
(a) Upon the foregoing reductions, the amount of the Commitment will not be less than the aggregate principal amount of all unpaid Advances due under the Agreement. 4857-7034-6685.6

E-2

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

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:
4857-7034-6685.6

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 – Wednesday, June 19, 2024
Independence Day – Thursday, July 4, 2024
Labor Day – Monday, September 2, 2024
Indigenous Peoples Day, Italian
American Heritage Day

–

Monday, October 14, 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

4857-7034-6685.6

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, membershi p 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 4857-7034-6685.6

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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 that apply to 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 Revolving Obligations 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 contrac ts 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 a pproved. 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 Ba nk 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 in the bid or contract; and any committee that is sponsored or controlled by the Bank. Additionally, the Bank acknowledges that the Bank must inform e ach 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 inequities, 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 Agreeme nt, 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 4857-7034-6685.6

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that it does not know of any facts which constitutes a violation 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 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) 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 o f 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 4857-7034-6685.6

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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 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 Ordi nance, 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 p ayable 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 complianc e 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 an y 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 Agr eement 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. 4857-7034-6685.6

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(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 be open to inspection immediately after a contract has been aw arded. 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 awarde d 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 wi th 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 per son 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 mainta in 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 4857-7034-6685.6

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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 12P.6.1 of the MCO as l iquidated 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 Sec tion 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 heal th plan option, such health plan shall meet the minimum standards set forth by the San Francisco Health Commission.
4857-7034-6685.6

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(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 t o 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 fail ure 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 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 compliance wit h 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 provi de 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.
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(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 execute d 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 subjec t 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 p erformance 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 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 comm unity 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 proper ties 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 from the Department of Public Works. This Section is not intended to require any Bank to breach any 4857-7034-6685.6

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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 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 incorpor ated 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 da mages 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 purc hase 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 treated with a preservative that contains arsenic, elemental arsenic, or an arsenic copper combination, including, but not limited to, chromated copper arsenate prese rvative, 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 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. 4857-7034-6685.6

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(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 u sed in this section and not defined in this Agreement shall have the meanings assigned to such 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 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 a grees 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) (collectively, “Representatives”), (b) to the extent required or requested b y any regulatory authority (including by any self -regulatory having jurisdiction or claiming 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 the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the 4857-7034-6685.6

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enforcement of rights hereunder, (f) subject to an agreemen t 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 cou nterparty (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 th is 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 informa tion received from the City after the date hereof, such information is clearly identified 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 4857-7034-6685.6

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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.
4857-7034-6685.6

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EXHIBIT H
SECTION 3.06(C)(1) OF BOND INDENTURE

EXAMPLE CERTIFICATE AND EXAMPLE REPORT
4865-9367-5197.4

NP DRAFT 5/17

AMENDED AND RESTATED FEE LETTER AGREEMENT
DATED JULY 16, 2024
Reference is made to that certain Amended and Restated Revolving Credit Agreement, dated as of July 16, 2024 (the “Agreement”), by and between the Public Utilities Commission of the City and County of San Francisco (together with any successors and assigns, the “Commission”) and U.S. Bank National Association (together with any successors and assigns, the “Bank”) which amends and r estates in its entirety that certain Revolving Credit Agreement, dated July 25, 2017 (the “ Original Revolving Credit Agreement”), as previously supplemented and amended, by and between the Bank and the Commission. Any capitalized term below that is defined in the Agreement shall have the same meaning when used herein.

The purpose of this Amended and Restated Fee Letter Agreement (this “Fee Agreement”) is to amend and restate the Amended and Restated Fee Letter Agreement, dated January 7, 2022 between the Bank and the Commission (the “Prior Fee Agreement”) and to confirm the agreement between the Bank and the Commission with respect to the Facility Fe es (as defined below) and certain other fees payable by the Commission to the Bank. This Fee Agreement is the Amended and Restated Fee Agreement referenced in the Agreement, and the terms hereof are incorporated by reference into the Agreement. For the av oidance of doubt, this Fee Agreement amends and restates in its entirety the Prior Fee Agreement , and the parties hereby agree and confirm that the Prior Fee Agreement is no longer in force and effect. In connection therewith, the Bank confirms that it has agreed to not charge any amendment fee as set forth in the Prior Fee Agreement.

ARTICLE I

DEFINITIONS
In addition to the terms defined in the recitals and elsewhere in this Fee Agreement and the Agreement, the following terms shall have the following meanings:
(a) “Bank Rate” shall mean, for each day of determination on and after the Conversion Date, a fluctuating rate per annum, with respect to any Term Loan, equal to the Base Rate from time to time in effect plus one percent (1.00%); provided that from and after the occurrence of an Event of Default, “Bank Rate” shall mean the Default Rate. (b) “Commission Rating” shall mean the lowest long -term unenhanced debt rating assigned by Moody’s or Standard and Poor’s to any unenhanced Senior Debt (without giving effect to any bond insurance policy or other credit enhancement securing such Senior Debt). In the event of adoption of any new or changed rating system by Moody’s or Standard and Poor’s, the debt ratings Moody’s or Standard and Poor’s shall be deemed to refer to the rat ing category under the new rating system which most closely approximates the applicable rating category in effect on the date hereof.
(c) “Facility Fee” shall have the meaning set forth in Section 3.1 hereof. (d) “Fee Payment Date” shall have the meaning set forth in Section 3.1 hereof. 4865-9367-5197.4

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(e) “Reduction Fee” shall have the meaning set forth in Section 3.5 hereof. (f) “Reduction Date” shall have the meaning set forth in Section 3.5 hereof. (g) “Taxable Applicable Spread” shall have the meaning set forth in Section 2.1(b) hereof.
(h) “Taxable Rate” shall have the meaning set forth in Section 2.1(b) hereof. (i) “Tax-Exempt Applicable Spread” shall have the meaning set forth in Section 2.1(a) hereof.
(j) “Tax-Exempt Rate” shall have the meaning set forth in Section 2.1(a) hereof. (k) “Termination Fee” shall have the meaning set forth in Section 3.4 hereof. (l) “Voluntary Termination Date” shall have the meaning set forth in Section 3.4 hereof.

ARTICLE II

TAX-EXEMPT RATE AND TAXABLE RATE
Section 2.1. (a) The “ Tax-Exempt Rate ” means a fluctuating rate per annum, determined as of each applicable SIFMA Rate Reset Date, equal to the sum of (a) the Tax-Exempt Applicable Spread plus (b) the SIFMA Index, as established on each SIFMA Computation Date and as in effect on such SIFMA Rate Reset Date.

The “Tax-Exempt Applicable Spread” shall mean, prior to the Amended and Restated Fee Effective Date, 37 basis points, subject to applicable adjustments as set forth in the Prior Fee Agreement; and, from and after the Amended and Restated Fee Effective Date (as such term is defined in the Amended and Restated Revolving Credit Agreement , i.e., July 16, 2024), initially 61 basis points (0.61%), which is subject to maintenance of the current Commission Rating. In the event of a change in the Commission Rating, the Tax- Exempt Applicable Spread shall equal the number of basis points set forth in the Level associated with the lowest Commission Rating as set forth in the schedule below;
4865-9367-5197.4

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Commission Rating
Tax-Exempt
Applicable Spread
Moody’s S&P
Level I Aa3 or above AA- or above 61 bps (0.61%)
Level II A1 A+ 86 bps (0.86%)
Level III A2 A 111 bps (1.11%)
Level IV A3 A- 136 bps (1.36%)
Level V Baa1 BBB+ 161 bps (1.61%)
Level VI Baa2* BBB* 261 bps (2.61%)
Level VII Baa3* BBB-* 361 bps (3.61%)
Level VIII Below Baa3* Below BBB-* 461 bps (4.61%)
* A rating below “Baa1” / “BBB+” (Level V in the table above) is an Event of Default pursuant to Sections 7.1(g) and 8.1(o) of the Agreement. To the extent the Bank elects not to pursue its remedies under the Agreement upon the occurrence of such an Event of Default, the Tax-Exempt Applicable Spread indicated herein shall be in effect.

Any change in the Tax -Exempt Applicable Spread resulting from a change in the Commission Rating shall be and become effective as of and on the date of the announcement of the change in the Commission Rating. References to the Commission Rating 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 by any such Rating Agency, including, without limitation, any recalibration of the Commission Rating in connection with the adoption of a “global” rating scale, each Commission Rating from the Rating Agency in question referred to above 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. The Commission acknowledges that as of the date hereof, the Tax-Exempt Applicable Spread is that specified above for Level I.

If the Commission Ratings assigned by the Rating Agencies appear in more than one row (i.e., a split rating), the Tax-Exempt Applicable Spread will be based on the row that includes the lowest rating.

A downgrade in the Commission Rating will result in an increase in the Tax -Exempt Applicable Spread as set forth above. The Commission and the Bank acknowledges that, as of the date hereof, the Tax-Exempt Applicable Spread is that specified above for Level I.

The “Taxable Rate” shall mean, with respect to a Taxable Period, the sum of (a) the SOFR Base Rate applicable to such Taxable Period, plus (b) the Taxable Applicable Spread. “Taxable Applicable Spread” shall mean, prior to the Amended and Restated Fee Effective Date (i.e., July 16, 2024), 46 basis points (0.46%), subject to applicable adjustments as set forth in the Prior Fee Agreement ; and, from and after the Amended and Restated Fee Effective Date (i.e., July 16, 2024), initially 61 basis points (0.61%), which is subject to maintenance of the current Commission Rating. In the event of a change in the Commission Rating, the Taxable Applicable Spread shall equal the number of basis points set forth in the Level associated with the lowest Commission Rating as set forth in the schedule below; 4865-9367-5197.4

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Commission Rating Taxable Applicable Spread
Moody’s S&P
Level I Aa3 or above AA- or above 61 bps (0.61%)
Level II A1 A+ 86 bps (0.86%)
Level III A2 A 111 bps (1.11%)
Level IV A3 A- 136 bps (1.36%)
Level V Baa1 BBB+ 161 bps (1.61%)
Level VI Baa2* BBB* 261 bps (2.61%)
Level VII Baa3* BBB-* 361 bps (3.61%)
Level VIII Below Baa3* Below BBB-* 461 bps (4.61%)
* A rating below “Baa1” / “BBB+” (Level V in the table above) is an Event of Default pursuant to Sections 7.1(g) and 8.1(o) of the Agreement. To the extent the Bank elects not to pursue its remedies under the Agreement upon the occurrence of such an Event of Default, the Taxable Applicable Spread indicated herein shall be in effect.

Any change in the Taxable Applicable Spread resulting from a change in the Commission Rating shall be and become effective as of and on the date of the announcement of the change in the Commission Rating. References to the Commission Rating 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 by any such Rating Agency, including, without limitation, any recalibration of the Commission Rating in connection with the adoption of a “global” rating scale, each Commission Rating from the Rating Agency in question referred to above 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. The Commission acknowledges that as of the date hereof, the Taxable Applicable Spread is that specified above for Level I.

If the Commission Ratings assigned by the Rating Agencies appear in more than one row (i.e., a split rating), the Taxable Applicable Spread will be based on the row that includes the lowest rating.

A downgrade in the Commission Rating will result in an increase in the Taxable Applicable Spread as set forth above. The Commission and the Bank acknowledges that, as of the date hereof, the Taxable Applicable Spread is that specified above for Level I. (b) In addition to the foregoing, if one or more Rating Agencies shall withdraw or suspend (for credit -related reasons) its or their Commission Rating(s), then the Tax -Exempt Applicable Spread and the Taxable Applicable Spread, shall increase automatically and immediately by 1.00% per annum above the rate in effect immediately prior to such withdrawal or suspension and shall remain in effect for so long as such withdrawal or suspension remains in effect.
(c) The Bank’s determination of the Tax- Exempt Applicable Spr ead, the Taxable Applicable Spread, the Tax -Exempt Rate and the Taxable Rate pursuant hereto and the Agreement shall be conclusive absent manifest error.
4865-9367-5197.4

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ARTICLE III

FACILITY FEES
Section 3.1 Facility Fees. The Commission agrees to pay or cause to be paid to the Bank, on October 1, 2024, for the period commencing on the Amended and Restated Fee Effective Date (i.e., July 16, 2024) and ending on September 30, 2024, and quarterly in arrears on the first Business Day of January, April, July and October occurring thereafter to the Termination Date and on the Termination Date (each, a “Fee Payment Date”), a non-refundable fee (the “Facility Fee”), for each quarterly fee period, commencing on the first calendar day of such quarterly fee period (except that, with respect to the first quarterly fee period, commencing on the Amended and Restated Fee Effective Date) and ending on the last calendar day of such quarterly fee period (and, in the case of the Termination Date, on the Termination Date), in an amount equal to the product of (i) the Facility Fee Rate per annum corresponding to the Level specified below associated with the applicable Commission Rating as specified in the schedule below, multiplied by (ii) the average daily Available Commitment (without regard to any temporary reductions thereof) during each related quarterly fee period:

Commission Rating Facility Fee Rate
Moody’s S&P
Level I Aa3 or above AA- or above 21 bps (0.21%)
Level II A1 A+ 46 bps (0.46%)
Level III A2 A 71 bps (0.71%)
Level IV A3 A- 96 bps (0.96%)
Level V Baa1 BBB+ 121 bps (1.21%)
Level VI Baa2* BBB* 221 bps (2.21%)
Level VII Baa3* BBB-* 321 bps (3.21%)
Level VIII Below Baa3* Below BBB-* 421 bps (4.21%)
* A rating below “Baa1” / “BBB+” (Level V in the table above) is an Event of Default pursuant to Sections 7.1(g) and 8.1(o) of the Agreement. To the extent the Bank elects not to pursue its remedies under the Agreement upon the occurrence of such an Event of Default, the Facility Fee indicated herein shall be in effect. ; provided, however, that included in the payment to be made on October 1, 2024, the Commission hereby agrees to pay or cause to be paid to the Bank for the period from July 1, 2024 to but not including the Amended and Restated Fee Effective Date (i.e., July 16, 2024), the Facility Fee Rate as set forth in the Prior Fee Agreement.

If the Commission Ratings assigned by the Rating Agencies appear in more than one row (i.e., a split rating), the Facility Fee Rate will be based on the row that includes the lowest rating.

A downgrade in the Commission Rating will result in an increase in the Facility Fee Rate set forth above. The Commission and the Bank acknowledge that, as of the date hereof, the Facility Fee Rate is that specified above for Level 1.

In addition to the foregoing, if one or more Rating Agencies shall withdraw or suspend its or their Commission Rating(s), then the applicable Facility Fee Rate shall increase automatically and immediately by 1.00% per annum above the Facility Fee Rate in effect immediately prior to 4865-9367-5197.4

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such withdrawal or suspension and shall remain in effect for so long as such withdrawal or suspension remains in effect.

The Facility Fees shall be payable quarterly in arrears on each Fee Payment Date in immediately available funds and computed on the basis of a 360- day year and the actual number of days elapsed, and, if unpaid when due, shall bear interest from the date payment is due until payment in full at the Default Rate.

The Bank shall provide the Commission with an invoice at least ten (10) Business Days prior to each Fee Payment Date; provided, however , that the failure by the Bank to provide any invoice shall not relieve the Commission of its obligation to make payment of the Facility Fees hereunder.

The Bank’s determination of the Facility Fee pursuant hereto shall be conclusive absent manifest error.

Section 3.2 Draw Fees: Amendment, Waiver Fees and Other Fees and Expenses .

In consideration of the use of the Commitment, the Commission agrees to pay to the Bank a fee equal to $250 for each Advance made by the Bank under the Agreement, payable on the next succeeding Fee Payment Date after the date of such Advance. In consideration of each amendment hereto, to the Agreement (other than an amendment the sole purpose of which is to extend the Commitment Expiration Date) or to the Basic Documents, or any transfer, waiver or consent hereunder or thereunder, the Commission agrees to pay to the Bank an amendment fee equal to $3,000 for each such item. The Commission also agrees to pay to the Bank 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 the Agreement or the other Basic Documents including, without limitation, in connection with any transfer of or amendment to the Agreement or the other Basic Docum ents, the enforcement of the Agreement or this Fee Agreement or the protection of the rights of the Bank under the Agreement or hereunder.

Section 3.3 Legal Fees . On or no later than thirty days after the date hereof, the Commission shall pay the fees and expenses of Nixon Peabody LLP, counsel to the Bank, in an amount not to exceed $12,500, which is applicable for the Agreement and this Fee Agreement only.

Section 3.4 Voluntary Termination Fee . If the Commission terminates the Available Commitment prior to the one year annivers ary of the date hereof, then the Commission shall pay the Bank a termination fee (the “Termination Fee”) in an amount equal to the Facility Fee payable pursuant to Section 3.1 hereof (based upon the Available Commitment as of the date hereof) for the period from and including the date hereof to and including the Commitment Expiration Date at the applicable Facility Fee Rate in effect as of the date of termination (the “Voluntary Termination Date ”), less any Facility Fees the Commission has previously paid to the Bank pursuant to Section 3.1 hereof. Notwithstanding the foregoing, no Termination Fee will be required to be paid by the Commission in the following instances: (i) the Commission elects to repay, restructure or defease the Notes in full from a source of funds which does not involve the issuance by a bank or other financial institution other than the Bank of a letter of credit, liquidity facility, direct purchase or credit facility; or (ii) the delivery by the Bank to the Commission of the 4865-9367-5197.4

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written notice described in Section 2.8(a) of the Agreement ; or (iii) the Bank’s short -term rating is downgraded below the Tier 1 category by either Moody’s or S&P . Regardless of whether a Termination Fee is due and payable as described in the immediately prece ding sentence, on or prior to the Voluntary Termination Date, all obligations including, without limitation, all principal and interest evidenced by the Notes and all amounts payable hereunder and under the Agreement shall be paid to the Bank on or prior to the Voluntary Termination Date.

Section 3.5 Voluntary Reduction Fee. If the Commission reduces the Available Commitment prior to the one year anniversary of the date hereof then the Commission shall pay the Bank a reduction fee (the “Reduction Fee” ) equal to the product of (A) the then applicable Facility Fee Rate, (B) the amount of Commitment that was reduced, and (C) a fraction (1) the numerator of which is equal to the number of days from and including the date of such reduction (the “Reduction Date”) to and inc luding the Commitment Expiration Date and (2) the denominator of which is 360. Notwithstanding the foregoing, no Reduction Fee will be required to be paid by the Commission in the following instances: (i) the Commission elects to repay, restructure or defease the Notes in full from a source of funds which does not involve the issuance by a bank or other financial institution other than the Bank of a letter of credit, liquidity facility, direct purchase or credit facility; (ii) the delivery by the Bank to t he Commission of the written notice described in Section 2.8(a) of the Agreement ; or (iii) the Bank’s short -term rating is downgraded below the Tier 1 category by either Moody’s or S&P . Regardless of whether a Reduction Fee is due and payable as described in the immediately preceding sentence, on or prior to the Reduction Date, all obligations including, without limitation, all principal and interest evidenced by the Notes and all amounts payable hereunder and under the Agreement shall be paid to the Bank at or prior to the time of reduction.

ARTICLE IV

MISCELLANEOUS
Section 4.1 Amendments. No amendment to this Fee Agreement shall become effective without the prior written consent of the Commission and the Bank.

Section 4.2 Governing Law. The Terms of Section 9.14 of the Agreement shall govern this Fee Agreement.

Section 4.3 Counterparts. This Fee Agreement may be executed in multiple counterparts, each of which shall constitute an original but both of which, when taken together, shall constitute but one instrument,
Section 4.4 Severability. An y provision of this Fee Agreement 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 4.5 Confidentiality. This Fee Agreement is being executed and delivered by the Bank on the understanding that neither this Fee Agreement nor any of its terms shall be disclosed, 4865-9367-5197.4

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directly or indirectly, to any other person except (a) to the Commission’s officers, directors, employees, accountants, attorneys, agents and advisors who are directly involved in the consideration of this matter on a confidential and need- to-know basis and for whom the Commission shall be responsible for any breach by any of them of this confidentiality undertaking or (b) under compulsion of law (whether by interrogatory, subpoena, civil investigative demand or otherwise) or by order of any court or governmental or regulatory body; provided that, to the extent permitted, the Commission shall give the Bank reasonable prior notice of such disclosure.

Section 4.6 Electronic Signatures. The parties agree that the electronic signature of a party to this Fee Letter shall be as valid as an original signature of such party and shall be effective to bind such party to this Fee Letter. The parties agree that any electronically signed document (including this Fee Letter) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintai ned in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually -signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf’ (portable document format) or other replicating image attached to an e- mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.
[SIGNATURE PAGES FOLLOW]
4865-9367-5197.4

[Signature Page to Amended and Restated Fee Letter Agreement SFPUC/US Bank (Wastewater Revolver)]

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

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name: Dennis J. Herrera
Title: General Manager
U.S. BANK NATIONAL ASSOCIATION
By:

Name: Jeffrey S. Kajisa
Title: Senior Vice President

4858-3029-2764.4

FIRST 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)
SERIES A-4

4858-3029-2764.4

FIRST AMENDMENT TO ISSUING AND PAYING AGENT AGREEMENT

W I T N E S S E T H
This First Amendment to Issuing and P aying Agent Agreement ( this “First 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 h erein) 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 First Amendment to Agreement amends that certain Issuing and Paying Agent Agreement, dated as of July 1, 2012 (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 Paying Agent Agreement and the rights and obligations of the Bank and the Holders of Commercial Paper Notes and the Commission thereunder at an y time b y 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 inconsistent with any provision therein , or to make any other provisions with respect to matters or questions arising under the Original Issuin g and Paying Agent Agreement which shall not have a mate rial 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 confer red; (iv) securing additional revenues or providing additi onal security for the payment of any Commercial Paper Notes 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 connection 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 First Amendment to Agreement, the Commission seeks to amend the Original Issuing and Paying A gent Agr eement, in order to accommodate an increase 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 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 2 4858-3029-2764.4
WHEREAS, after the dat e the Commission entered into the Original Paying Agent Agreement, the Commission authorized, pursuant to Resolution No. 14- 0139 approved by the Commission on August 26, 2014, and the Board approved, pursuant to Resolution No. 378- 14 adopted by the Board on September 30, 2014 , an increase in the Wastewater Enterprise commercial paper program/interim funding program to a n aggregate principal amount not to exceed $500 million of commercial paper notes outstanding at any one time from a not to exceed amount of $300 million of commercial paper notes; and
WHEREAS, after the dat e the Commission entered into the Original Paying Agent Agreement, the Commission determined that it would be desirable to provide an additional aggregate principal amount not to exceed $250 million of short -term financing for the Wastewater Enterprise and the Commission authorized, pursuant to Resolution No. 17-0086, and the Board approved, pursuant to Resolution No. 193- 17, an increase in the Wastewater Enterprise commercial paper program/interim funding program, increasing authorization to $750 million from $500 million of commercial paper notes or bank notes outstanding at any one time; 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 First Amendment to Agreement do exis t, have happened and have been 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 First Amendment to Agreement; NOW, THEREFORE, the parties hereto agree, as follows:

Section 1. Definitions. All capitalized 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. References to $ 75,000,000 in the Original Issuing and Paying Ag ent Agreement shall be amended to $ 150,000,000. The reference(s) to $75,000,000 (i) on the cover of the Original Issuing and Paying Agent Agreement, (ii) the tenth whereas clause, (ii) the last sentence of Section 2.01(b), (iii) the second paragraph of Se ction 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 $150,000,000.

Section 3. The definition of “Alternate F acility” of the Original Issui ng and Paying Agent Agreement shall be amended and restated as set forth below:
‘ “Alternate Facility” means a Credit Agreement or another credit or liquidity facility enabling the Commission to borrow an amount equal to the pr incipal amount of and interest on the Commercial Paper Notes which may be outstanding under this Agreement..” ’
3 4858-3029-2764.4
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 “Pub lic Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Series A -4 (Tax Exempt)” (the “Commercial Paper Notes”) in order to provide interim financing for the Cost of any Wastewater En terprise 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 may be used to repay the Bank for principal or interest due under the Credit Agreement, the Revolving Note or the Term Note. The authorization hereunder specifically includes the auth orization to issue and reissue Commercial Paper Notes for the purposes contemplated herein. The aggregate principal amount of Co mmercial Paper Notes that may be Outstanding at any one time hereunder shall not at any time exceed the lesser of (a) $150,000,000 and (b) the Available Principal Commitment (as defined in the Credit Agreement) under the Credit Agreement.”
Section 5. The first para graph 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 pay or cause to be paid from Advances the principal of and interest on, or from proceeds of refunding Commercial Paper Notes 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 Paper Notes shall be paid in federal or other immediately, 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, together with Note Pr oceeds from Commercial Paper Notes issued on such date, are insufficient to pa y principal of and interest on maturing Commercial Paper Notes, the Issuing and Paying Agent shall immediately notify the General Manager of the Commission who shall cause the Co mmission to make all payments of interest and principal directly to the Issuing and Paying Age nt 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 . As a beneficiary of the Credit Agreement the Issuing and Paying Agent agrees to enforce the Credit Agreement (to the extent permitted by law) for the benef it of the Holders, from time to time, of the Commercial Paper 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 Iss uing and Paying Agent shall present a ll require d drawing certificates and accompanying 4 4858-3029-2764.4
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 time ly and suf ficient to pay the entire amount of principal and interest be coming 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 w ho states therein that such person is a duly authorized officer of the Issuing and Paying Agent.

The Issuing and Paying Agent shall not make any Advance on the Credit Agreement for the purpose of paying any Commercial Paper Notes registered in the na me 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:
“(b) to make the necessary and timely drawings under the Credit Agreement in accordance with the terms and, pr ovisions t hereof 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 Agent in Section 9.08 of the Original Issuing and Paying Agent Agree ment 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]

5 4858-3029-2764.4
Section 9. Contact info rmation for th e Bank (for Advances an d Term Loa ns) in Section 9.08(e) of the Original Issuing and Paying Agent Agreement shall be amended and restated as set forth below:
“(e) Bank for Advances and Term Loans:

TD Bank, N.A.
[104 S. Main Street
Suite 601
Greenville, SC 29601
Attention: Cathryn G. Kellogg
Mail Stop: SC1-050-601
Telephone: (864) 241-1558
Facsimile: (864) 255 -8920
E-mail: [email protected]]”
Section 10. Contact information for th e Bank (for all other matters ) in Section 9.08(f) of the Original Iss uing and Paying Agent Agreement shall be amended and restated as set forth below:
“(f) Bank for all other matters:

TD Bank, N.A.
[201 West High Street
1st Floor
Glassboro, NJ 08028
Attention: Gary Martz
Phone: (856) 404-3068
E-mail: [email protected]]”
Section 11. Exhibit A (Form of Wastewater Enterprise Series A -4 Master Note ) of the Original Issuing and Paying Agent Agreement shall be amended and restated .

Exhibit A of the Original Issuing and Paying Age nt Agreement shall be amended and restated as set forth in Exhibit A, of this First Amendment to Agreement.

Section 12. Severability. If any provision of this First Amendment to Agreement shall be determined to be unenforceable, that shall not affect any other provision of this First Amendment to Agreement.

Section 13. Governing Law. This First Amendment to Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 14. Captions. The captions in this First Amendment to Agreement are for convenience only and do not define or limit the scope or intent of any provisions or Sections of this First Amendment to Agreement.
6 4858-3029-2764.4
Section 15. Counterparts. This First Amendment to Agreement may be signed in several count erparts. Each will be an original, b ut all of them together constitute the same instrument.

[End of First Amendment to Issuing and Paying Agent Agreement (Series A-4)]

Signature page to First Amendment to Issuing and
Paying Agent Agreement (Series A-4)
4858-3029-2764.4
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

U.S. BANK 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

4858-3029-2764.4

EXHIBIT A

FORM OF WASTEWATER ENTERPRISE SERIES A-4 MASTER NOTE
Unless this certificate i s presented by an authorized represen tative of The Depository Trust Company (“DTC”) to the Commission or it s agent for registration of transfer, exchange 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 ent ity as is requested by a n authorized officer of DTC), ANY T RANSFER,

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)
SERIES A-4 (TAX EXEMPT)
No. DTC Master Note 1
Registered Owner: CEDE & CO,
Principal Sum: Not to Exceed $150,000,000 Outstanding
The PUBLIC UTILITIES COMMISSION O F 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 S an Francisco and the laws of the State of California ( hereinafter called the “Commission”), for value received, he reby promises to pay (but only out of the Available Wastewater Enterprise Revenues hereinafter referred to) to the registered owner hereinabov e named or registered assigns, the principal amount, together with unpaid accrued interest thereon, if any, on the maturity date of each o bligation, identified on the record s of Commission (the “Underlying Records”) as being evidenced by this Master Commer cial Paper Note, which Underlying Records ar e maintain ed by 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”) . 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 th e Underlying Records, Payments shall be made solely from Available Wastewater Enterprise Revenues (as defined in the Agreement referred to hereinafter) and payments of Advances under the Credit Agreement or any Alternate Facili ties to the registered owner stated hereinabove from the Issuing and Paying Agent without the necessity of presentation and surrender of this Master Commercial Paper Note.

This Master Co mmercial Paper Note is one of a duly authorized issue of San Francisco Public Utilities Commercial Paper Notes (hereinafter called the “Obligations”) of the series and designation indicated on the face hereof. Said authorized issue of Obligations is not l imited in A-2
4858-3029-2764.4
aggregate principal amount and consists of multiple series of varying denominations, date s, maturities, interest rates and other provisions, as in the Agreement hereinafter mentioned provided, all obligations issued and to be issued pursuant to t he provisions of the Charter of the City and County of San Francisco, and all laws of the State of California supplemental thereto, including Article V of Chapter 43 of Part I of the San Francisco Administrative Code en acted by Ordinance No. 203- 98, adopte d by the B oard 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 Octobe r 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 Board on October 24, 2006 and signed by the Mayor on October 31, 2006; Resolution No. 11-0197 approved by the Commission on D ecember 13, 2011, Ordinance No. 91-12 adopted by the Board on May 8, 2012 and signed by t he 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 M ay 26, 2017. This Mast er 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) Series A -4 (Tax Ex empt)” which is limited to $150,000,000 in aggr egate principal amount. This Master Commercial Paper Note h as been issued pursuant to the Issuing and Paying Agent Agr eement, dated as of July 1, 2012, as amended by the Fi rst Amendment to Issuing and Paying 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 descript ion 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 Rev enues, as that term is defined in the Agreement, and the rights of the registered owners of the Obligations; and all the terms of the Agr eement 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, and to all the provisions thereof the registered owner of this Master Commercial Pap er Note, by its acceptance hereof, consents and agrees.

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

The obligation of the Commission to pay the re gistered o wners from time to time of Commercial Paper Notes shall be o nly from Available Wastewater Enterprise Revenues. No holder of this Master Commercial Paper Note shall ever have the right to compel any exercise o f the taxing power of the City and County of Sa n Francisco to pay this Master Commercial Paper Note or the interest hereon.

A-3
4858-3029-2764.4
At the request of the registered owner, th e Commission shall promptly issue and deliver one or more separate note certificates evidencing each obligation evidenced by this Master Commercial Paper Note. As of the date any such note certifi cate or certificates are issu ed, the obligations which are evidenced thereby shall no longer be evidenced by this Master Commercial Paper Note. This Commercial Paper Note is transferabl e by the r egistered owner hereof, in person or by attorney duly author ized in writing, at the princ ipal 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 reg istered Master Commercial Paper Note without coupons, of authorized denomination or denomi nations, 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 tr eat the registered owner hereof as the absolute owner hereof for all purposes, and the Com mission 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 owner s of the Obligations may be modified or amended at anytime in the manner, to the extent, a nd upon the terms provided in the Agreement.

It is hereby certified and recited that any and all acts, cond itions and things r equired to exist, to happen and to be pe rformed, precedent to and in the incurring of the indebtedness evidenced by this Master Commercial Paper Note, and in the issui ng of this Master Commercial Paper Note, do exist, have happened and have been performed in due tim e, form and manner, as required by the Constitution and statutes of the State of California and the Charter of the City and County of San Francisco , and that this Mast er Commercial Paper Note, together with all other indebtedness of the Commissio n pertaining to the Wastewater Enterpris e, is within every debt limitation and other limit prescribed by the Constitution and statutes of the State of California and s aid Charter, and is not in excess of the amount of Obligations permitt ed to be issued under the Agreement.

This Master Commercial Paper N ote shall not be entitled to any benefit under the Agreement, or become valid or obligatory for any purpose, until the certificat e of authentication hereon endorsed shall have been signed by the Issuing and P aying Agent. This Master Commercial Paper Note is a valid and binding obligation of Commission.

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

A-4
4858-3029-2764.4
IN WITNESS WHEREOF, the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused this Master Commercial Paper Note to be executed in its name and on its behalf by its General Manager and counte rsigned by its Secretary, and the seal of said City and County to be i mprinted or reproduced by facsimile hereon, and t his Master Commercial Paper Note to be dated as of the [ 2nd] day of [ August], 2024.

PUBLIC UTI LITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
General Manager
Countersigned

Secretary
A-5
4858-3029-2764.4

CERTIFICATE OF AUTHENTICATION
This is the Master Commercial Paper Note described in the within-mentioned Agreement Dated: August [2], 2024
U.S. BANK COMPANY NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By
Authorized Officer

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned her eby sells, assigns, and transfers unto ______________________________________________________________________________ (Name, address, and Taxpayer Identification Number of Assignee) this Master Commercial Paper Note and all rights thereunder , hereby 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 signatur e on this
assignment must correspond with the na me as
written upon the face of this Master Commercial
Paper Note, in every particular, wit hout
alteration or enlargement or any change
whatsoever.

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New Y ork 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, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as th e registered owner hereof Cede & Co., has an interest herein.

CHAPMAN DRAFT
MAY 30, 2024
1291518389-3a__sfpuc___ww_a_4___first_amendment_to_revolving_credit_and_term_loan_agreement__td_ 4295325

FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT This FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated as of [___________], 2024 (the “First Amendment Effective Date”), 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 F rancisco (together with any successors and assigns, the “Commission”) and TD BANK, N.A. (together with any successors and assigns, the “Bank” ). All capitalized terms used herein and not defined herein shall have the meanings set forth in the hereinafter defined Agreement.

W ITNESSETH
WHEREAS, the parties have previously entered into that certain Revolving Credit and Term Loan Agreement (as amended, restated, supplemented or otherwise modified to date, the “Agreement”);
WHEREAS, pursuant to Section 9.7 of the Agreement, the Agreement may be amended by a written amendment thereto, executed by the Commission and the Bank; and WHEREAS, the Commission has requested certain amendments be made to the Agreement, and the Bank has agreed to such amendments, subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises, the parties hereto hereby agree as follows:

SECTION 1. AMENDMENT.

The Agreement shall be and hereby is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the Agreement attached hereto as Annex A.

SECTION 2. CONDITIONS.

This Amendment shall become effective on the First Amendment Effective Date subject to the satisfaction of or waiver by the Bank of all of the following conditions precedent:

2.01. Delivery by the Commission and the Bank of an executed counterpart of this Amendment and the Amended and Restated Fee Letter dated as of even date herewith (the “Fee Letter”).

2.02. Delivery by the Commission to the Bank of (a) evidence of all action taken (including, without limitation, all resolutions) to approve the execution and delivery by the Commission of this Amendment and the Agreement, as hereby amended, and (b) a customary certificate executed -2-
by an appropriate officer of the Commission, including the incumbency and signature of the officer of the Commission authorized to sign this Amendment in form and substance satisfactory to the Administrative Agent.

2.03. An opinion as to the enforceability of the Agreement, as hereby amended, addressed to the Bank, and in form and substance satisfactory to the Bank and its counsel.

2.04. Payment directly to Chapman and Cutler LLP, as counsel to the Lender (“Lender Counsel”), within thirty (30) days of receipt of an invoice from Bank Counsel, of the reasonable legal fees and expenses of Lender Counsel.

2.05. All other legal matters pertaining to the execution and delivery of this Amendment shall be satisfactory to the Lender and Lender Counsel.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

3.01. The Commission hereby represents and warrants to the Bank that the following statements are true and correct as of the date hereof:
(a) the representations and warranties contained in Article VI of the Agreement and in each of the other Basic Documents are true and correct on and as of the date hereof and hereby remade on and as of such date (except to the extent the same expressly relate to an earlier date and except that the representations contained in Section 6.6 of the Agreement shall be deemed to refer to the most recent audited financial statements delivered to the Lender pursuant to Section 7.1(a) of the Agreement); and (b) no Default or Event of Default has occurred and is continuing or would result from the execution of this Amendment.

3.02. In addition to the representations given in Article VI of the Agreement, the Commission represents and warrants to the Bank as follows:
(a) The execution, delivery and performance by the Commission of this Amendment and the Fee Letter and the performance by the Commission of the Agreement, as amended hereby, are within its powers, have been duly authorized by all necessary action and do not contravene any law, rule or regulation, any judgment, order or decree or any contractual restriction binding on or affecting the Commission. (b) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Commission of this Amendment or the Fee Letter or the performance by the Commission of the Agreement, as amended hereby. (c) This Amendment, the Fee Letter, and the Agreement, as amended hereby, constitute legal, valid and binding obligations of the Commission, enforceable against the Commission in accordance with their respective terms, except as enforcement thereof may -3-
be limited by laws relating to bankruptcy, reorganization, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally or by usual limitations on the availability of equitable remedies.

SECTION 4. MISCELLANEOUS.

Except as specifically amended herein, the Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in any note, document, agreement, letter, certificate, the Agreement or any communication issued or made subsequent to or with respect to the Agreement, it being hereby agreed that any reference to the Agreement shall be sufficient to refer to the Agreement, as hereby amended. In case any one or more of the provisions contained herein should be invalid, illegal 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 hereby. THIS AMENDMENT AND ANY CLAIMS,

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

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

AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE

GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA; 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. THIS AMENDMENT IS SUBJECT TO SECTION 9.14 OF THE AGREEMENT.

This Amendment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Amendment may be delivered by the exchange of signed signature pages by facsimile transmission or by e-mail with a pdf copy or other replicating image attached, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page.
[S
IGNATURE PAGES TO FOLLOW]

[Signature Page to First Amendment to Revolving Credit and Term Loan Agreement (Series A-4)] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers hereunto duly authorized as of the First Amendment Effective Date.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO
By: ____________________________________
Name: _____________________________
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:
____________________________________
Director of the Office of Public Finance
of the City and County of San Francisco

______________________________________

[Signature Page to First Amendment to Revolving Credit and Term Loan Agreement (Series A-4)] TD BANK, N.A.

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

ANNEX A

ATTACHED

EXECUTION VERSIONCHAPMAN DRAFT
MAY 30, 2024

ANNEX A
Annex A to First Amendment - TD Bank, N.A. - SFPUC Revolving Credit & Term Loan Agmt (WW A4) (2022) 4863-3107- 12614872-7997-7661 v86.doc
4295325

REVOLVING CREDIT
AND

TERM LOAN AGREEMENT
DATED AS OF JULY 1, 2022

BY AND BETWEEN

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO
AND
TD BANK, N.A.

RELATING TO
$75,000,000150,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
SERIES A-4 (TAX-EXEMPT)

i

TABLE OF CONTENTS
ARTICLE I D EFINITIONS .................................................................................................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 A DVANCES 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..................................................................1920 Section 2.5. Prepayments of Advances and Loans ..................................................20 Section 2.6. Termination or Reduction of Commitment..........................................21 Section 2.7. Increased Costs ................................................................................2122 Section 2.8. Security ............................................................................................2223 Section 2.9. Payments and Computations ................................................................23 Section 2.10. Payment on Non-Business Days ......................................................2324 Section 2.11. Book Entries.....................................................................................2324 Section 2.12. Taxes ................................................................................................2324 Section 2.13. Subordinated Wastewater Bonds No- Issuance Notice ....................2425 ARTICLE III C ONDITIONS PRECEDENT ........................................................................2526 Section 3.1. Conditions Prece dent to Effectiveness.............................................2526 Section 3.2. Conditions Precedent to Each Advance ...............................................29 Section 3.3. Conditions Precedent to Each Term Loan ...........................................29 ARTICLE IV F EES ........................................................................................................2930 ARTICLE V O BLIGATIONS ABSOLUTE ............................................................................30 ARTICLE VI R EPRESENTATIONS AND WARRANTIES ........................................................31 Section 6.1. Organization, Powers, Etc. ...................................................................31 Section 6.2. Authorization, Absence of Conflicts, Etc. .......................................3132 Section 6.3. Binding Obligations; Security for Revolving Note and Term Note ........................................................................................3132 Section 6.4. Governmental Consent or Approval ................................................3233 Section 6.5. Absence of Material Litigation ............................................................33 Section 6.6. Financial Condition ..............................................................................33 Section 6.7. Incorporation of Representations and Warranties............................3334 Section 6.8. Accuracy and Completeness of Information ....................................3334 Section 6.9. No Default ............................................................................................34

ii
Section 6.10. No Proposed Legal Changes ............................................................3435 Section 6.11. Compliance with Laws, Etc .............................................................3435 Section 6.12. Environmental Matters.....................................................................3435 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 ....................................................................................3536 Section 6.16. ERISA ..............................................................................................3536 Section 6.17. Liens .................................................................................................3536 Section 6.18. Sovereign Immunity.........................................................................3536 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 ARTICLE VII C OVENANTS ............................................................................................3637 Section 7.1. Affirmative Covenants .....................................................................3637 Section 7.2. Negative Covenants .........................................................................4546 ARTICLE VIII E VENTS OF DEFAULT, REMEDIES ............................................................5051 Section 8.1. Events of Default .............................................................................5051 Section 8.2. Remedies ..........................................................................................5556 Section 8.3. No Remedy Exclusive..........................................................................57 ARTICLE IX M ISCELLANEOUS ....................................................................................5758 Section 9.1. Payments to the Bank.......................................................................5758 Section 9.2. Liability of the Bank ........................................................................5758 Section 9.3. Indemnification ................................................................................5758 Section 9.4. Costs and Expenses ..........................................................................5859 Section 9.5. Participants .......................................................................................5859 Section 9.6. Successors and Assigns....................................................................5859 Section 9.7. Modification or Waiver of This Agreement ....................................5960 Section 9.8. No Waiver of Rights by the Bank; Cumulative Rights....................5960 Section 9.9. Notices .............................................................................................5960 Section 9.10. Counterparts .....................................................................................6061 Section 9.11. Certificates, Etc ................................................................................6061 Section 9.12. Term of Agreement ..............................................................................61 Section 9.13. Severability ......................................................................................6162 Section 9.14. Governing Law; Jurisdiction............................................................6162 Section 9.15. Consents ...........................................................................................6263 Section 9.16. Source of Funds ...............................................................................6263 Section 9.17. Survival ............................................................................................6263 Section 9.18. Headings ..........................................................................................6263 Section 9.19. Beneficiaries ....................................................................................6263 Section 9.20. Governmental Regulations...................................................................63 Section 9.21. City Requirements ...........................................................................6364

iii
Section 9.22. Arm’s Length Transaction ...............................................................6364 Section 9.23. Electronic Execution of Certain Documents....................................6364 Section 9.24. MSRB Rule G-34 .............................................................................6465 Section 9.25. Acknowledgement Regarding Any Supported QFCs ..........................65

EXHIBIT A – FORM OF REVOLVING NOTE ................................................................ A-1 EXHIBIT B – FORM OF TERM NOTE ............................................................................ B-1 EXHIBIT C – FORM OF REQUEST FOR ADVANCE .................................................... C-1 EXHIBIT D – FORM OF REQUEST FOR EXTENSION ................................................. D-1 EXHIBIT E – FORM OF NOTICE OF TERMINATION OR REDUCTION .................... E-1 EXHIBIT F – 2022 LIST OF CITY HOLIDAYS ............................................................... F-1 EXHIBIT G – CITY REQUIREMENTS ............................................................................ G-1 EXHIBIT H-1 – FORM OF EOD NON-ISSUANCE NOTICE .......................................... H-1-1 EXHIBIT H-2 – FORM OF SUBORDINATED BONDS NON-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 – EXAMPLES OF CERTIFICATE AND REPORT PROVIDED UNDER WASTEWATER BOND INDENTURE............................... J-1 EXHIBIT K – [RESERVED] .............................................................................................. K-1 EXHIBIT L – FORM OF COMPLIANCE CERTIFICATE ............................................... L-1 EXHIBIT M – LIST OF QUALIFIED DEALERS ............................................................. M-1

REVOLVING CREDIT AND TERM LOAN AGREEMENT
This REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of July 1, 2022 (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 TD BANK, 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
W
HEREAS, 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 Leg islation”), Resolution No. 06- 0164 approved by the Commission on September 26, 2006 (the “Resolution No. 06-0164”), Resolution No. 11-0197, approved by the Commission 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 Resolution No. 22- 0099 approved by the Commission on May 24, 2022 (“Resolution No. 22- 0099)” 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) 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,

- 2 -
refunding bonds and other evidences of indebtedness in order to effect its purposes pursuant to the Ordinance and the Resolutions, including the financing and refinancing of the Commercial Paper Notes, the Revolving Note and the Term Note (as each such term is hereinafter defined); and WHEREAS, the Commission has authorized, executed and delivered that certain Issuing and Paying Agent Agreement, dated as of July 1, 2012 (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 Series A-4 Notes and separate issuing and paying agent agreements, each with the Issuing and Paying Age nt, 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”), Tax-Exempt Subseries A-6 (the “Subseries A -6 Notes”), Taxable Subseries A -6-T (the “Subseries A-6-T Notes” and together with the Subseries A-6 Notes, the “Series A-6 Notes”) and Series A-7 (Tax Exempt) (the “Series A -7 Notes” and together with the Se ries A-1 Notes, the Series A-2 Notes, the Series A -4 Notes, the Series A -6 Notes, the “Commercial Paper Notes” ); and
W
HEREAS, 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 letter 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 -6 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 (iv) 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 Agreemen ts”) 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 (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 W
HEREAS, 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

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WHEREAS, in connection with the Series A-6 Notes, the Commission approved an increase in the commitment amount under the Series A-6 Liquidity Agreement and in connection with such increase, 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-4 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 -4 Notes on the maturity dates thereof to the extent that proceeds of other Series A-4 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 Agree ment and unless otherwise expressly indicated, or unless the context clearly requires otherwise:
(a) All the agreements or instruments herein defined 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 one hundred eightieth (180th) 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 or 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. “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.

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“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 -4 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 jurisdiction 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, Debt Manager, 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. 0099 adopted by the Commission on May 24, 2022.
“Available Commitment” means, asat 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, $13,315,069 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-4 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 termination of the Commitment in accordance with the terms hereof; provided that after giving

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effect to such adjustment the Available Commitment shall never exceed $13,315,069. 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 Moneys” has the meaning set forth in the Issuing and Paying Agent Agreement. “Available Principal Commitment” means, as of the First Amendment Effective Date, Seventy-FiveOne Hundred Fifty Million Dollars ($75,000,000150,000,000) and, thereafter, means such initial amount adjusted from time to time as follows: (a) downward in an amount equal to the principal amountPrincipal Component of any Advance; (b) upward in an amount equal to the principal amountPrincipal Component of any Advance or Term Loan that is repaid, including upon the sale of Series A-4 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 effec t to such adjustment the Available Principal Commitment shall never exceed $ 75,000,000150,000,000. 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” h as 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, for 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 180 following the date of the related Advance
Base Rate
Day 181 following the date of the related Advance through the day the amount is due and payable
Base Rate plus 1.00% per annum
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 Bank 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 Series A-4 Notes.

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“Base Rate” means, for any day, the highest of (a) the sum of the Prime Rate in effect for such day plus 1.50% per annum, (b) the sum of 2.00% per annum plus the Federal Funds Rate for such day, and (c) 7.00% per annum (it being understood that each change in such Base Rate is to be effective for purposes of this Agreement on the day on which such change is effective for the Bank’s purposes). Each determination of the Ba se Rate by the Bank shall be conclusive and binding on the Commission and the Bank, absent manifest error. “Basic Commission Documents” means, at any time, each of Basic Documents except the City Legislation.
“Basic Documents” means, at any time, each of t he 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. “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. “City Legislation” has the meaning set forth in the recitals hereof. “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.

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“Commitment” means, as of the First Amendment Effective Date, Se venty Five One Hundred Fifty Million Dollars ($75,000,000150,000,000) 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” me ans (i) July 63, 20272028, 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 Series A -4 Notes remain outstanding and the Bank has honored its obligations 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.
“Dealers” means the dealer or dealers selected from time to time by the Commission (and acceptable to the Bank) to market the Series A -4 Notes pursuant to the terms of any applicable Dealer Agreement, and any permitted assigns and successors thereto. “Dealer Agreement” means each dealer agreement, by and between the Commission and a Dealer, in form and substance reasonably acceptable to the Bank, 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 Commercial 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 arrangem ent 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,

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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 2.00% per annum. “Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, guidelines and directions in connec tion 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. “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, distri bution, 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. “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 Authority, 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

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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” means the Amended and Restated Fee Letter dated July 7_______, 20222024, 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.
“First Amendment Effective Date”
means [_______], 2024.
“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 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 of America from time to time as set forth in (a) the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and (b) statements and pronouncements of the Government Accounting Standards Board, as modified by the opinions, statements and pronouncements of any similar accounting body of comparable standing having authority over accounting by governmental entities.
“Governmental Authority” means the United States of America or any state or political subdivision thereof or any foreign nation 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) or any foreign nation or political subdivision thereof, incl uding, 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 Component” in respect of any Advance, means the portion of such Advance equal to the accrued interest on maturing C ommercial Paper Notes which is paid with the proceeds of such Advance pursuant to Section 2.1 hereof.
“Interest Fund” has the meaning set forth in the Wastewater Bonds Indenture. “Investment Policy and Guidelines” means the investment guidelines of the Cit y as in effect on the date hereof, as such investment guidelines may be amended from time to time in

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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 Paying Agent Agreement” has the meaning set forth in the recitals to this Agreement.
“Legal Requirement” means any law (including any Environmental Law), 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. “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 or the Dealers 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.

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“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 unenh anced 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 indentur e, 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-6 Liquidity Agreement, the Series A-6 Revolving Notes, the Series A-6 Term Note, the Series A-7 Reimbursement Agreement and the Series A -7 Bank Note, the US Bank Revolving Credit Agreement and 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, 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 partnershi p, a limited liability company, an association, a trust or any other entity or organization, including a government or

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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, in its sole discretion, 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 error.

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 p ortion 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 Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, 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 Bank to act as dealer for Subseries A-4 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.

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“Resolution No. 17-0086” has the meaning set forth in the recitals to this Agreement. “Resolution No. 22-0099” 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 Wa stewater 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, t he 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 respect 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.
“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.

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“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-4 Notes” has the meaning set forth in the recitals. “Series A-5 Notes” has the meaning set forth in the recitals. “Series A-6 Liquidity Agreement” has the meaning set forth in the recitals. “Series A-6 Notes” has the meaning set forth in the recitals. “Series A-6 Revolving Note” means the revolving note issued pursuant to the Series A -6 Liquidity Agreement.
“Series A-6 Term Note” means the term note issued pursuant to the Series A -6 Liquidity Agreement.
“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.
“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 time, 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 o r resident

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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 StateSanctions” has the meaning set forth in Section 6.22 hereof. “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 the 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 terms 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 “Ma ster 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. “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.

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“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 ascrib ed 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 incl ude 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

ADVANCES AND LOANS
Section 2.1. Advances.
(a) Making of Advances; Use of P roceeds. Subject to the terms and conditions of this Agreement (including, without limitation, Section 3.2 hereof), the Bank agrees to make Advances from time to time on any Business Day during the Commitment Period in amounts not to exceed at any time th e Available Commitment. Each Advance shall be made solely for the purpose of

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providing funds to pay the principal of and accrued interest on the Series A -4 Notes on the respective maturity dates thereof to the extent that proceeds of other Series A -4 Notes are not available therefor. 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 Comm ercial 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#091000022, AC#1731-0185-1827, Acct Name: U.S. Bank Trust NY MMI Central Cash AC, Attn: Jeromy Hegedus, Ref: SFPUC Series A-4. 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, Series A-4” 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 obligations of the Commission hereunder or under the Revolving Note in respect of unpaid principal of and interest on the Advances.

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(e) Scheduled Repayments of Advances . The principal
(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 (iA) no Default or Event of Default shall have occurred and be continuing and (iiB) 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 each 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) I
nterest. 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 Advance Due Date.

The proceeds of each Term Loan shall be applied exclusively to the repayment of the 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.

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(b) Method of Borrowing. Upon receipt by the Bank of a notice signed by an Authorized Representative of the Commission reques ting 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, Series A-4,” 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 unde r 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 payable on the first Quarterly Date that is at least one hundred eighty (180) 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 ful l 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 arrea rs 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 Commis sion’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 Commission shall redeem the Term Note on each date on which the Commission is required to make a principal pa yment 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 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

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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, howe ver, 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 a t 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 other wise 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 Business Day’s 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 $1,000 in excess thereof by pa ying 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 Reason of Sales of Series A-4 Notes. Simultaneously with the sale of any Series A -4 Notes while any Advances or Term Loans are outstanding, the Commission shall be obligated (i) first, to pay the principal of Series A-4 Notes maturing on such date and (ii) second, to (A) prepay Advances or Term Loans in a princi pal amount equal to the principal amount of Series A-4 Notes issued on such date, and (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

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thereon, prior to or simultaneously with the sale of any Series A-4 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 Series A -4 Notes in excess of the principal amount of Series A -4 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 Series A-4 Notes in excess of the principal amount of Series A-4 Notes maturing on such date (the “Sale Price” ), and which constitutes proceeds of such sale, and (C) such specified principal amount of Series A -4 Notes in excess of the principal amount of Series A -4 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 Series A-4 Notes in excess of the principal amount of Series A -4 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 Series A -4 Notes in excess of the principal amount of Series A -4 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.

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

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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. If, after the execution and delivery of this Agreement, (1) the introduction of or any change in or in the interpretation of any law, treaty or regulation, (2) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) or (3) the introduction of any applicable law, rule, regulation or guideline regarding capital or liquidity adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or governmental authority charged with the interpretation or administration thereof or supervision of compliance by the Bank or any Participant (or any corporation controlling any thereof), with any request, guideline or directive regarding capital or liquidity adequacy (whether or not having the force of law) of any such central bank or other authority, shall ei ther (x) impose, modify or deem applicable any reserve, capital or liquidity ratio, special deposit, insurance premium, assessment, fee, capital requirement, liquidity ratio, tax (other than income tax) or similar requirement against loan agreements entered into, or credit extended, by the Bank similar to this Agreement, or commitments to advance funds by any Participant in connection with the commitments made by such Participant under its Participation Agreement or (y) impose on the Bank or any Participant any other condition relating, directly or indirectly, to this Agreement, the Revolving Note or the Term Note and the result of any event referred to in (x) or (y) above shall be to (A) increase the cost to the Bank (or any corporation controlling the Bank) of maintaining this Agreement, or to increase the cost of any Participant (or any corporation controlling such Participant) of maintaining its commitment under its Participation Agreement (as the case may be) or (B) reduce any amount (or the effective return on capital or liquidity) received or receivable by the Bank (or any corporation controlling the Bank) hereunder or under the Fee Letter or by a Participant (or any corporation controlling such Participant) under its Participation Agreement, then the Commission shall, upon written notice from the Bank (which notice shall set forth the matters described below), pay to the Bank, for the account of the Bank or such Participant, as the case may be, from time to time as specified by the Bank, such additional amounts as shall be demanded by the Bank as sufficient to compensate the Bank or such Participant, as the case may be, for such increased cost or reduction in yield or return, together with interest thereon at the Default Rate on amounts required to be paid under this Section 2.7 from the date of such notice until payment in full thereof, such amounts shall be due and payable within thirty (30) days after the Commission’s receipt of written notice thereof; provided, that interest thereon shall not begin to accrue until the thirtieth (30
th) day after such demand.

Notwithstanding the foregoing, (i) the amount that any Participant shall be entitled to receive under this Section 2.7 shall in no event exceed the amount that the Bank would have been entitled to receive under this Section 2.7 had such Participant’s funding obligations been direct obligations of the Bank and (ii) for purposes of this Section 2.7, all requests, rules, guidelines or directives in connection with the Dodd-Frank Act shall be deemed to be included in the provisions of this Section 2.7 regardless of the date enacted, adopted or issued, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar Institution) or any Governmental Authority with proper jurisdiction over the Bank in regard to the foregoing shall be deemed included in the provisions of this Section 2.7 regardless of the date

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enacted, adopted or issued.

The Bank shall provide the Commission with written notice of an increased cost or reduction in yield or return to be incurred by the Bank as a result of any event mentioned in this Section 2.7 promptly following the Bank’s final determina tion that such increased cost or reduction in yield or return will be the subject of the certificate described in the next succeeding sentence; provided, however, that the failure of the Bank to give any such notice shall not limit or otherwise affect the obligation of the Commission to pay the amount set forth in said certificate.

A certificate as to such increased cost or reduction in yield or return incurred by the Bank as a result of any event mentioned in this Section 2.7, prepared in reasonable detail and in accordance with this Section 2.7, submitted by the Bank to the Commission, shall be conclusive, absent manifest error, as to the amount thereof.

The obligations of the Commission under this Section 2.7 shall survive the termination of this Agreement and the payment in full of all obligations of the Commission hereunder, under the Fee Letter and under the Revolving Note and the Term Note for a period of nine (9) months from the latest of the date of termination of this Agreement and the payment of all obligations hereunder (except that if the situation giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above will be extended to include the period of retroactive effect thereof; provided, however, that the foregoing clause shall only survive the termination of this Agreement and the payment of all obligations hereunder for a period of two (2) years).

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 Term 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: TD BANK, N. A.

ABA: Account #: 9870– 124311; Account Name: Credit ACBS Work- In-Process; Attn: ACBS Bilateral Servicing Team; 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 shall 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

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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 Note 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 income 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 accorda nce 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 exemption from such withholding.
(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 r eceived hereunder, under the Fee Letter or received under the Revolving Note or the Term Note or from the 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.

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(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.
(f) 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 Series A- 4 Notes then outstanding and to be permanently reduced further on the maturity date of each such Series A-4 Note by an amount equal to the principal amount of such Series A -4 Note with the Commitment to be terminated upon the last maturity date applicable to all such Series A-4 Notes.

Following receipt of a Subordinated Bonds No -Issuance Notice, the Commission shall not issue any additional Series A-4 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 Secti on 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 r espective 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.

A

RTICLE III

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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 conditions precedent has been fulfilled to the satisfaction of the Bank and counsel to the Bank (such date being hereby designated as July 7, 2022):
(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 d uly 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 ban kruptcy, 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 this Agreement, the Fee Letter and the other Basic Commission Documents to which it is a party do not c onflict 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 mate rially 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 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 limi tations 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 Chapman and Cutler LLP, special counsel to the Bank, addressed to the Bank,

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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, prospects 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 of 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, prospects or condition (financial or otherwise) of the Commission or its ability to perform its 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 there in or thereof shall be in effect or shall have occurred, the effect of which would be 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 Document s 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 ma de in Section 3.1(c), (d) and (e) hereof and further certifying the name,

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incumbency and signature of each individual authorized to sign this Agreement, the Fee Letter, the Revolving Note, the Term Note, the 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 alternative 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, 2021, 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 permitte d 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) Series A-4 Notes Rating. The Bank shall have received written confirmation that the Series A-4 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 “Aa3” by Moody’s. (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.

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(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 reasona ble 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 ma terial 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 c ontemplated 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 Advance (a) the Bank shall have timely received a properly completed Request for Advance and (b) no Immediate Termination Event shall have occurred an d 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 Suspension 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. (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

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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 subst antially 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 obligations (including, without limitation, fees and expenses) due under the Fee Letter. All fees pai d 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 Series A -4 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 transaction s 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; (e) any non-application or misapplication by the Issuing and Paying Agent, or otherwise of the proceeds of any Advance;

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(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) h as 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 the Revolving Note, the Term Note, the Fee Letter, the other Basic Documents to which it is a party and this Agreement, and (iv) to provide for the security of the Commercial Paper Notes, the R evolving Note and the Term Note pursuant to the Charter and the Resolutions; and (c) has complied 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, delivery 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 L egal 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. (a) This Agreement, the Fee Letter, the Revolving Note, the Term Note and each of the

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other Basic Documents to which the Commission is a party, when executed 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 enforceabilit y 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 enf orcement 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 W astewater 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 Wast ewater Bonds issued pursuant to the Subordinated Wastewater Bonds Indenture.
(d) The Series A-4 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 extent hereinafter provided) of, the Available Wastewater Ent erprise 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 -4 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 Series A -4 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 Series A-4 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 Fe e 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.

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(e) No Senior State Loan remains unpaid or is otherwise outstanding.

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 Agreement, 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, 2021 (the “ 2021 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 2021 Audited Financial Statements were prepared by KPMG LLP. The data on which such financial statements and budget reports are based were true and correct. The audited financial statements o f the Commission for fiscal year 2022 will be prepared by KPMG LLP or similar qualified independent auditing firm. The 2021 Audited Financial Statements and the budget reports present fairly the financial position of the Commission as of the date they pur port to represent and the revenues, expenses and changes in fund balances and in financial position for the periods then ended. Since June 30, 2021, no material adverse change has occurred in the business, operations or condition (financial or otherwise) of the Commission.

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

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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 representati ons, 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 oth er 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 of 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, constitute 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, proposed 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 Commission 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.

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 Series A-4 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

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Documents to which it is a party. In addition, no benefit plan maintained by the Commi ssion 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 Matt ers. 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 change in the natur e 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 likely to have a material adverse effect on the ability of the Commission to make any payments in respect of the Series A-4 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 Comme rcial 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 Series A-4 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 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 margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System); and no proceeds of the Series A-4 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 Commis sion does not maintain or contribute to, and has not maintained or contributed to, any Employee Plan that is subject to Title IV of ERISA.

Section 6.17. Liens. Both this Agreement and the Issuing and Paying Agent Agreement create a valid Lien on and pled ge 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 Series A-4 Notes

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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 this Agreement, the Fee Letter, the Revolving Note, the Term Note, the Series A-4 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 Series A -4 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 leg al holidays of the City for 2022, as well as any other day the City is authorized by law to be closed for official business during 2022.

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 maintains such insurance, including self-insurance, as is required by Section 7.1(l) 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 its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the(a) Neither the Commission, nor any director, officer, employee, agent, or affiliate of the Commission is an individual or entity (“person”) that is, or is owned or controlled by persons that are: (i) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or ot her relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized, or resident in a country or territory that is the subject of Sanctions.
(b) The Commission and its respective directors, officers and, employees and to the knowledge of the Commission its directors, and agents, are in compliance with Anti-Corruption Laws andall 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 and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (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 “FCPA”) and any other applicable anti -corruption law. The Commission has instituted and maintains policies and procedures designed to ensure continued compliance with applicable Sanctions, the FCPA,

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and any other applicable anti-corruption laws.

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) as soon as practicable and, in any event, within one-hundred eighty (180) days after the end of each Fiscal Year of the Commission, a balance sheet 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 report 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 with 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 and, in any event, within forty-five (45) days after the end of each of the first three fiscal quarters of each Fiscal Year of the Commission, a quarterly budgetary status report (substantially in the form previously provided to the Bank) in reasonable detail;
(iii) as soon as practicable bu t, 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; (iv) 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,

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under the Fee Letter and in connection with the Commercial Paper Notes, the Revolving Note and the Term Note; and
(v) 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 has provided written notice ther eof to the Bank or notice 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 on at least five (5) 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 officers, 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 docume nt 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 Docum ents, including each amendment and supplement to the foregoing, and in each 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

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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 actions 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 an d 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 ch aracter. 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 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 will 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 three (3) 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 will 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 will use the proceeds derived from the sale of the Comm ercial 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, Advan ces 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 covenants that it will 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

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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 forma l consideration thereof, of any change proposed to the Investment Policy and Guidelines, which proposed change would increase the types of investments 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, enchancedenhanced or purchased, (ii) notice of the 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 subst itution of this 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 covered 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

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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. The 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 Series A -4 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 a nd payable. The Commission shall not cause an Alternate Facility to become effective with respect to less than all the Series A -4 Notes without the prior written consent of the Bank.
(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 shall take an y 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 learni ng 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-4 Notes and the obligations of

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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 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 Series A-4 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 -4 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-4 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 Wastewater 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 Bonds) to pay the Commercial Paper Notes, the Revolving Note, the Term Note and all other obligations payable from Wastewater Enterprise Revenues. (ii) (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, treatment and disposal servi ces 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 principal of the Bonds as the y 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 t erms of the Wastewater Bonds Indenture and of any Supplemental Indenture (as

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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 payme nts 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 requirements in subsection (A), to the fullest extent permitted by law, the Commiss ion 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, treatment and disposal services and facilities furnished by the Enterprise, whi ch are reasonably expected to be at least sufficient to yield during such Fiscal Year Net Revenues (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 sufficient to meet the requirements of this Section. (D) So long as the Commission has complied with its obligations described in clause (A) and clause (B) of this Section 7.1(q)(ii), the failure to yield the amount of Revenues as set forth in clause (A) of this Section 7.1(q)(ii), or the failure of Net Revenues to equal 1.25 times Annual Debt Service as set forth in clause (B) of this Section 7.1(q)(ii) at the end of a Fiscal Year, shall 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 7.1(q)(ii) at the commencement of the succeeding Fiscal Year.
(r) Budget. The Commission shall include in each annual budget of the Commission all amounts reasonably anticipated 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 to be paid to the Bank during the course of the Fiscal

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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, mi ght 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 -4 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-4 Notes up to the maximum rate applicable to the Series A -4 Notes in order to repay maturing Series A -4 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 Issuing 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 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 Issuing and Paying Agent under specified circumstances).
(iii) In no event shall the Commission permit any Dealer other than a Qualified Dealer to act as dealer for the Series A -4 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 pr omptly disqualify, and if it desires replace, such Qualified Dealer and appoint another Qualified Dealer with

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respect to the Series A-4 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 -4 Notes or fails to perform its duties) to be replaced with a De aler reasonably satisfactory to the Bank within thirty (30) calendar days of the receipt of such written direction. 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 specifi ed circumstances).
(v) Maintenance of Ratings on Notes . The Commission shall at all times (i) maintain at least one short term rating on the Series A-4 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 -4 Notes. Series A -4 Notes shall not be deemed to have been paid 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 -4 Notes either (i) shall have been made or caused to be made in accordance with the terms of the Series A -4 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-4 Notes, that such defeasance will not, in and of itself, result in any rating then assigned to the Series A -4 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 -4 Notes, including accrued interest thereon; provided that if payment of the principal of, and interest on the Series A -4 Notes is paid pursuant to (i) above, the Issuing and Paying Agent shall have received (x) a verificat ion 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 suffic iency of the escrow established to pay the Series A-4 Notes in full on the maturity date, and (y) an opinion of Bond Counsel 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 -4 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

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the Series A-4 Notes.
(x) Sanctions; Anti-Corruption Laws. The Commission will maintain in effect policies and procedures designed to promote compliance by the Commission and its respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws.

Section 7.2. Negative Covenants. As long as this 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 Commission to pay when due the principal of or interest on the Series A -4 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 Debt 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 Series A -

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4 Notes (including the Revolving Note and the Term Note) outstanding at any time to exceed $75,000,000150,000,000 (except as provided in Section 7.2(f) hereof); or permit the aggregate principal amount of all Series A-4 Notes (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 Resolutions, 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 reports 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 wil l not result in the creation of a Lien on the Pledged Revenues or any of the funds and accounts pledged to secure the Series A -4 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 Series A-4 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;

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(vii) the Commission shall not issue any additional Senior State Loans; and
(vii) no Default or Event of Default shall have occurred and be continuing hereunder as a result thereof.
(g) Use of Bank’s Name . Permit the use of the Bank’s name in any offi cial statement or other offering document unless the Bank shall have approved in writing the description of the Bank contained in such document.
(h) Arbitrage Bonds; Tax-Exempt Status. Invest the proceeds of the Series A - 4 Notes in any way that would violate the Code or cause the Serie A-4 Notes to be deemed “arbitrage bonds” or take any action or omit to take any action if such action or omission would adversely affect the exclusion of interest on the Series A-4 Notes from gross income of the holders thereof for Federal income tax purposes. (i) Other Facilities. 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 Person or Persons undertakes to make or provide funds to provide liquidity or credit support for any Parity Debt or Senior Debt (but exc luding Debt Service Reserve Debt) (each, a “Bank Agreement” ), which such Bank Agreement (or amendment thereto) provides such Person with more restrictive or different covenants, more restrictive or different events of default, and/or greater rights and remedies (other than pricing or interest rate increases) than are provided to the Bank in this Agreement, such provisions shall automatically be deemed incorporated into this Agreement. Upon the reasonable request of the Bank made within thirty (30) days of receipt of any notice, the Commission shall promptly enter into an amendment to this Agreement to include such more restrictive or different covenants, more restrictive or different events of default or greater rights or remedies to be effective as of the date of receipt of any notice (provided that the Bank shall have the benefit of such more restrictive or different covenants, more restrictive or different events of default or greater rights and remedies as of the date of receipt of any notice upon delivery by the Bank of written notice to the Commission within 30 days of receipt of any notice identifying any more restrictive or different covenants, more restrictive or different events of default or greater rights or remedies). Notwithstanding anything to the contrary set forth in this Agreement, (1) the obligations of the Bank hereunder may not be immediately terminated or suspended other than as a result of an Immediate Termination Event or a Suspension Event (in each case, as such terms are defined as of the Effective Date or as amended pursuant to any amendment hereto provided that, in connection with any such amendment, (a) the then-current ratings on the Series A-4 Notes shall have been confirmed by each Rating Agency then rating the Series A -4 Notes and (b) such amendment shall only become effective on a date on which all Series A -4 Notes have matured (and the Commission shall (x) use its best efforts to cause any Series A -4 Notes outstanding on and after the date on which the related Bank Agreement becomes effective to be rolled only to the maturity date of the longest maturity date of any outstanding Series

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A-4 Notes on the date on which the related Bank Agreement becomes effective and (y) update the Offering Memorandum with respect to the related changes prior to offering Series A-4 Notes after such date with the amendments)) and (2) no additional condition precedent to the extension of Advances may be added to Section 3.2 hereof unless (a) in connection with such amendment the then- current ratings on the Series A -4 Notes have been confirmed by each Rating Agency then rating the Series A -4 Notes and (b) such amendment shall only become effective on a date on which all Series A -4 Notes have matured (and the Commission shall (x) use its best efforts to cause any Series A -4 Notes outstanding on and after the date on which the related Bank Agreement becomes effective to be rolled only to the maturity date of the longest maturity date of any outstanding Series A-4 Notes on the date on which the related Bank Agreement becomes effective and (y) update the Offering Memorandum with respect to the related changes prior to offering Series A-4 Notes after such date with the amendments)). (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 under terms and conditions satisfactory to the Bank.
(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 Series A-4 Notes outstanding, plus (ii) the aggregate principal amount of all Advances and Term Loans outstanding at any time to exceed the Commitment 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 or 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. The Commission will not provide any service of the Wastewater Enterprise free of charge to any Person, except (i) for free use by the City and its agencies, (ii) to the extent that any such free use is required by the terms of any existing contract or agreement, and (iii) for incidental insignificant free use so long as such free use does not prevent the Commission from satisfying the other cove nants of this Agreement, including, without limitation, Section 7.1(q) hereof. (n) Swap Termination Payments . 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

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Revolving Note.
(o) Use of Proceeds. (i) Use the proceeds of any credit extension, whether 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 Syst em) 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 will not use , and shall require that its directors, officers, employees and agents shall not directly or indirectly, use , the proceeds of the any Advance, Term Loan the Commercial Paper Notes, the Term Note or the Revolving Note, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other credit extension person, (Aa) 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 person in violation of the FCPA or any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitatingother applicable anti-corruption law; or (b) (i) to fund any activities, or business or transaction of or with any Sanctioned Personperson, or in any Sanctioned Countrycountry or territory, that, is the subject of Sanctions, or (Cii) in any other manner that would result in thea violation of any Sanctions applicable toby any party he retoperson (including, without limitation, any person in connection with the Commercial Paper Notes, the Term Note or the Revolving Note, whether as an agent, arranger, lender, issuing bank, underwriter, advisor, investor, or otherwise).
(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 enterprise, 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 Series A-4 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 Series A -4 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.

A

RTICLE VIII

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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 Series A-4 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 Series A -4 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 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, 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 Series A -4 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 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, this Agreement, the Revolving Note, the Term Note, any Series A -4 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 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 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 provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Series A -4 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 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, this Agreement, the Revolving Note, the Term Note, any Series A -4 Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions shall find or rule, in a judicial or

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administrative proceeding, that any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Series A -4 Note, the 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;
(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 Francisco 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 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 a gainst 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 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); (v) Cross-Default to Commercial Paper Notes. The Commission shall fail to pay, when due and payable, any interest on any Commercial Pape r 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

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the extent then providing a rating) to unenhanced Parity Debt, une nhanced 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 Series A -4 Notes, the Revolving Note, the Term Note, any Advance or any Term Loan and Senior Debt or any Parity Debt. (b) Representations Untrue . Any representation, 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 res pect 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 Series A -4 Note, the Issuing 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 Series A-4 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 Series A -4 Note, the Issuing 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); 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

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affect the enforceability of any material provision of relating to the Charter, this Agreement, the Revolving Note, the Term Note, any Series A -4 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 Author ity 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 Series A -4 Note, the Issuing 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) 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 shall have 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. (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 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).
(g) Basic Document Default. (i) The Commission shall default in the due performance or observance 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 (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 demand by t he Bank in respect thereof, other than payments described in Sections 8.1(a)(i) and 8.1(h)(i) above; (i) Taxability. A ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service shall be rendered to the effect that inter est 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, shall not challenge such ruling, assessment, noti ce 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 w hich (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, pr oceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of

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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 “A3” (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 Wa stewater 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 even t 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).

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, without notice from the Bank, and (ii) all amounts due hereunder, the Fee Letter and under the Revolving Note and the Term Note shall immediately 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

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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; provided, 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 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 Series A-4 Notes then outstanding and to be permanently reduced further on the maturity date of each such Series A -4 Note by an amount equal to the principal amount of such Series A -4 Note with the Commitment to be terminated upon the last maturity 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 Commercial Paper Notes, and the Available Commitment shall be further reduced in a similar manner as and when such Commercial Paper 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 this Agreement, the Fee Letter, the Resolutions, any other Basic Document, applicable law or otherwise. 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 Series A-4 Notes.

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(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.

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.

Section 8.3. No Remedy Exclusive. The rights and remedies of the Bank under this Agreement shall be cumulative an d 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.

A

RTICLE IX

MISCELLANEOUS
Section 9.1. Payments to the Bank . All payments to the Bank hereunder shall 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 o r 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, an d 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

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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 inf ormation (other than actual knowledge to the contrary) to the contrary.

Section 9.3. Indemnification. To the extent permitted by law, the Commission agrees to indemnify and hold harmless the Bank and its related parties and participants from and against any and all claims, damages, losses, consequential damages, liabilities and reasonable costs or expenses (including, without limitation, reasonable attorney’s fees and expenses) whatsoever which the Bank may incur (or which may be claimed against the Bank by any person or entity whatsoever) by reason of or in connection with (i) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in the Basic Documents, the Offering Memorandum (other than in connection with the description of the Bank provided by the Bank expressly for use therein), or in any supplement or amendment thereof, 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 offering, placement, or resale of the Series A -4 Notes; (iii) the validity, sufficiency or genuineness of the transaction documents or the Offering Memorandum (other than in connection with the description of the Bank contained therein); or (iv) the execution and delivery of this Agreement; provided, that the Commission shall not be required to indemnify the Bank for any losses, claims, damages, liabilities, costs and expenses (other than those described in clause (i)) to the extent that such losses, claims, damages, liabilities, costs and expenses were caused by the willful misconduct or gross negligence of the Bank.

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.

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; provided, that the grant of any such participation shall not terminate or otherwise affect any obligation of the Bank hereunder. In connection with each participation, the Bank may disclose to any proposed parti cipant 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.

Section 9.6. Successors and Assigns.

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(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 ha ve the right to assign its 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 assignment 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, including, 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 obligations 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 statement 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 i n the specific instance and for the specific purpose 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 shall preclude any other or further exercise or the exercise of any right, power or pri vilege. The rights of the Bank under this Agreement, the Fee Letter, 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 elec tronic 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:

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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, California 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, New York 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: TD Bank, N.A.
104 S. Main Street
Suite 601
Greenville, SC 29601
Attention: Cathryn G. Kellogg
Mail Stop: SC1-050-601
Telephone: (864) 241-1558
Facsimile: (864) 255 -8920
E-mail: [email protected]

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With copies to: TD Bank, N.A.
1 Vanderbilt Ave
New York, NY 10017
Attention: Evguenia Krantova
Telephone: (646) 652-1428
E-mail: [email protected]
TD Bank, N.A.
201 West High Street
1st Floor
Glassboro, NJ 08028
Attention: Gary Martz
Phone: (856) 404-3068
E-mail: [email protected]

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 which, 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 Iss uing 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

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all Defaults or Events of Default that shall have occurred and be continuing and that no Immediate Termination Event is continuing, (iii) confirmation that a ll 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 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 Series A -4 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, illegal or unenforceable i n 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; Jurisdiction.
(a) Governing Law. THIS AGREEMENT AND ANY CLAIMS,

CONTROVERSY, DIS PUTE 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. In addition, to the extent permitted by applicable law, the Commission and the Bank hereby waive any right to a trial by jury in any action, suit or proceeding arising under or relating to this Agreement or any other Basic Document. If and to the extent that the foregoing waiver of the right to a jury trial is unenforceable for any reason i n such forum, the Commission and the Bank hereby consent to the adjudication of any and all claims pursuant to judicial reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to hear and determine any and all issues in such reference whether fact or law. The Commission and the Bank represent that each has reviewed this waiver and consent and each knowingly and voluntarily waives its jury trial rights and consents to judicial reference following the opportunity to consult with legal counsel of its choice on such matters. In the event of litigation, a copy of this Agreement may be filed as a written consent to a trial by the court or to judicial reference under California Code of Civil Procedure Section 638 as provided herein.

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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 Agreem ent 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 have 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 t he 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 effect 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. (i) 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. (ii) The Commission shall (a) 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 (b) 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 Executive 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 requirements, as provided in Exhibit G attached hereto and incorporated hereby by this reference.

Section 9.22. Arm’s Length Transaction. The transaction describe d in this Agreement is

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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 otherwise 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 9.23. 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 manuall y 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 Federal 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 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 9.24. MSRB Rule G -34. In the event the Commission delivers or permits, authorizes or consents to the delivery of this Agreement (including without limitation 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 9.25. Acknowledgement Regarding Any Supported QFCs . To the extent that this Agreement provides support, through a guarantee or otherwise, for any Swap Contract or any other

- 65 -
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 Institution under the Federal Deposit Insurance Act and Title II of the D odd-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 or of the United States or any other state of the United States):
(a) 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 under 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 Resolution 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) As used in this Section, the following terms have the following meanings:
“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. “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).
“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. “QFC” has the meaning assigned to the term “qualified financial contract”

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in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). [Remainder of page intentionally left blank; signature page follows.]

[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:

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

By: __________________________________
Name: Mark D. Blake
Title: Deputy City Attorney

Acknowledged:

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

__________________________________

[Signature Page to Revolving Credit and Term Loan Agreement]

TD BANK, N.A.

By ____________________________________
Name: Gary R. Martz
Title: Director

EXHIBIT A

FORM OF REVOLVING NOTE

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF

SAN FRANCISCO
LIQUIDITY FACILITY REVOLVING BANK NOTE, SERIES A-4
July 7, 2022 San Francisco, California
For value received, P UBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) promises to pay to the order of TD BANK, N.A. (the “Bank”), at its office at 31 West 52 nd Street, New York, New York, 10019, 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 July 1, 2022 (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 herein shall have the mean ings 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 effect 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 prepayments made hereund er 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 Series A-4 Notes authorized thereunder.

A-2
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 pr oceeding 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 _________________________________

A-3

TRANSACTIONS
ON

REVOLVING NOTE

Date
Principal
Amount of
Advance

Amount of
Principal Paid
Date to
Which
Interest Paid

Notation
Made By

EXHIBIT B

FORM OF TERM NOTE

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF

SAN FRANCISCO
TERM BANK NOTE, SERIES A-4
July 7, 2022 San Francisco, California
For value received, P UBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) promises to pay to the order of TD BANK, N.A. (the “Bank”), at its office at 31 West 52 nd Street, New York, New York, 10019, 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 July 1, 2022 (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 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 ma ke 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 Series A-4 Notes authorized thereunder.

B-2
The parties hereto, including the undersigned maker and all gua rantors, 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 Term Note a nd assent to the extensions of the time of payment or forbearance or other indulgence without notice.

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

I
N 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 _________________________________

B-3

TRANSACTIONS
ON

TERM NOTE

Date

Amount of
Term Loan Made

Amount of
Principal Paid
Date to
Which
Interest Paid

Notation
Made By

EXHIBIT C
[FORM OF REQUEST FOR ADVANCE]

REQUEST FOR ADVANCE
TD Bank, N.A.
104 S. Main Street
Suite 601
Greenville, SC 29601
Attention: Cathryn G. Kellogg
Mail Stop: SC1-050-601
Telephone: (864) 241-1558
Facsimile: (864) 255 -8920
E-mail: [email protected]

With copies to

TD Bank, N.A.
1 Vanderbilt Ave
New York, NY 10017
Attention: Evguenia Krantova
Telephone: (646) 652-1428
E-mail: [email protected]
TD Bank, N.A.
201 West High Street
1st Floor
Glassboro, NJ 08028
Attention: Gary Martz
Phone: (856) 404-3068
E-mail: [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 July 1, 2012, as amended from time to time between P UBLIC 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 July 1, 2022 (as amended and supplemented from time to time, the “Agreement”), by and between the Commi ssion and TD BANK, 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

C-2
relating to such Advance (the “Proposed Advance”):

1. The principal amount Principal Component of the Proposed Advance is $__________;

2. The sumInterest Component of the Proposed Advance is $__________;

3. The sum of the Proposed Advance (i.e. the sum of Line 1 and Line 2) , the aggregate amount of Series A -4 Notes to be Outstanding following the application of the Proposed Advance and all Advances and Term Loans outstanding does not exceed the Commitment.
3 4. The entire amount of the Proposed Advance shall be used solely for the payment of the principal of the Series A -4 Notes due and payable on the date of this Request and for the payment of which proceeds of Series A-4 Notes are not available.

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

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The terms capitalized herein but not otherwise 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 _________________________________

EXHIBIT D
[FORM OF REQUEST FOR EXTENSION]

Request for Extension
[Date]
TD Bank, N.A.
104 S. Main Street
Suite 601
Greenville, SC 29601
Attention: Cathryn G. Kellogg
Mail Stop: SC1-050-601
Telephone: (864) 241-1558
Facsimile: (864) 255 -8920
E-mail: [email protected]

With copies to

TD Bank, N.A.
1 Vanderbilt Ave
New York, NY 10017
Attention: Evguenia Krantova
Telephone: (646) 652-1428
E-mail: [email protected]
TD Bank, N.A.
201 West High Street
1st Floor
Glassboro, NJ 08028
Attention: Gary Martz
Phone: (856) 404-3068
E-mail: [email protected]
Ladies and Gentlemen:

Reference is made to 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 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:

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1. The outstanding principal amount of the Series A-4 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 tho ugh 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.

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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 s hall 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,
P

UBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO
By ____________________________________
Name ________________________________
Title _________________________________

EXHIBIT E
[FORM OF NOTICE OF TERMINATION OR REDUCTION]

NOTICE OF TERMINATION OR REDUCTION
[Date]
TD Bank, N.A.
104 S. Main Street
Suite 601
Greenville, SC 29601
Attention: Cathryn G. Kellogg
Mail Stop: SC1-050-601
Telephone: (864) 241-1558
Facsimile: (864) 255 -8920
E-mail: [email protected]

With copies to

TD Bank, N.A.
1 Vanderbilt Ave
New York, NY 10017
Attention: Evguenia Krantova
Telephone: (646) 652-1428
E-mail: [email protected]
TD Bank, N.A.
201 West High Street
1st Floor
Glassboro, NJ 08028
Attention: Gary Martz
Phone: (856) 404-3068
E-mail: [email protected]
Re: Revolving Credit and Term Loan Agreement
dated as of July 1, 2022
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 TD BANK, N.A. (the “Bank”), with reference to 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

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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 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.

I
N 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 _________________________________

EXHIBIT F
2022 LIST OF CITY HOLIDAYS
(INCLUDING DAYS CITY IS OFFICIALLY CLOSED)
[TO BE CONFIRMED]

New YearsYear’s Day - January 1, 2022
Dr. Martin Luther King, Jr. Day - January 17, 2022
President's Day - February 21, 2022
Memorial Day - May 30, 2022
Juneteenth National Independence Day – June 20, 2022
Independence Day - July 4, 2022
Labor Day - September 5, 2022
Indigenous Peoples Day - October 10, 2022
Veterans Day - November 11, 2022
Thanksgiving Day and the Day After - November 45, 2022 & November 25, 2022 Christmas Day - December 26, 2022

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 Discriminat e. 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 ben efits, 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.

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(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 that apply to 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 th e 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 o perating officer; any person with an ownership interest of more than 20 percent in the Bank; any subcontractor listed in 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 inequities, 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 t his 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 violation of said provisions and agrees that it will