CleanPowerSF Sfpuc Commission
October 28, 2025

Nikolai J. Sklaroff,
Capital Finance Director
October 28, 2025
Wastewater Enterprise Interim
Funding Program Credit Facilities
Agenda
• Interim Funding Programs
• Wastewater New Credit Facility
• Series A-8 (New)
• Commission Authorization
2 3
Interim Funding Program
• The Commission and BOS authorized a two-year Fiscal Year 2024-25 and Fiscal Year 2025-26 budget with total of $3 billion placed on Controller’s Appropriation Reserve.
• No construction contract can be encumbered until the budget appropriation is released from the Controller’s Reserve. • The interim funding program provides a low-cost tool for doing that without issuing bonds prematurely.
• The interim funding program also allows the SFPUC to pay capital costs ahead of issuing bonds from proceeds of Commercial Paper or draws on credit facilities borrowed in small amount only as needed, reducing interest costs and complying with tax exempt bond rules (notably bond proceeds spend down rules) efficiently.
4 Interim Funding Program
(Wastewater Enterprise)
• Previously authorized for $750 million
• $500 million of Additional Authorization Approved by Commission, BOS and Mayor Effective December 25, 2024
• Existing Facilities: five series ($675 million) for Commercial Paper (CP); one ($75 million) for Revolving Credit Line:

Series
Amount
($millions) Credit Facility Bank Facility Type
Expiration
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-4 150 TD Bank Liquidity Facility 7/3/28
A-6/
A-6-T
125 Bank of America Liquidity Facility 8/2/27
A-7 100 Sumitomo Mitsui Bank Letter of Credit 5/31/27
R-1/R-
1-T
75 US Bank Revolving Credit
Agreement
7/31/27
$750 Subtotal: Existing Facilities Under Prior Authorization $500 Unutilized New Authorization
$1,250 Total Program Authorization
5 Solicitation of Credit Facilities
• SFPUC and its municipal advisors, Backstrom McCarley
Berry & Co., LLC conducted a competitive solicitation
for credit facilities for additional Wastewater interim funding facilities and a replacement of an expiring facility, as well as for two expiring Power facilities.
• Bids were solicited from the City’s pre-qualified pool of credit providers (maintained by the Airport Commission) and responses received from seven banks, including
banks new to the SFPUC's credit portfolio.
• Staff expects to return to a future Commission Meeting to recommend additional credit facilities that resulted from this solicitation.
6 New Credit Facility
(Wastewater Interim Funding Program)
• Following evaluation of the proposals, and successful negotiation of terms with the selected providers, Staff recommends the following proposed credit facility for
approval at this Commission Meeting.
• BMO Bank is new to the SFPUC portfolio of banks and
offers potential diversification of our paper in the market. • Staff will return to the Commission later this quarter with the recommended replacements for expiring
Wastewater and Power credit facilities in addition to two new proposed Wastewater credit facilities.

New Series Proposed Facility Proposed Fee
(Level 1) Tenor
Short-Term
Bank
Ratings
A-8, A-8-T
($150 million)
BMO Bank, N.A.

Liquidity Facility 0.31% 3 years P-1/A-1/F+
7 Additional Facility Terms
• Proposed credit facilities may be extended up to nine years total
• The SFPUC also may (and typically does) solicit the
best pricing available prior to replacing or extending a credit facility
• Credit Facility fees are paid while the facility is in place, however interest and fees on Commercial Paper is only
paid to the extent Commercial Paper is issued and until it matures and is repaid.
8 Additional Pricing Terms
• Pursuant to the terms of each agreement, fees are
subject to increase (as specified in the respective
credit facility agreement) in the event the issuing
enterprise’s bond rating is downgraded.
• Commercial Paper provides low-cost interim funding
due to the short term of the paper (up to 270 days):
o Approximately 3-4% all-in Commercial Paper
borrowing rate in today’s tax-exempt market
o Rate Stack:
o For issued CP: interest rate (coupon) + credit
facility fees + dealer fees
o No Issuance: credit facility fees only
o CP can also be issued as taxable (under A-6-T or
A-8-T), if needed
9 Recommended Commission Action
(Wastewater Series A-8)
• Request to approve Wastewater Series A-8 Documents:
o Form of Revolving Credit and Term Loan Agreement
with BMO Bank, N.A. ($150 million principal)
o Proposed Form of Fee Agreement with BMO Bank,
N.A.
o Proposed Form of Issuing and Paying Agent
Agreement for Series A-8/A-8-T with US Bank
o Proposed Form of Amendment to Dealer Agreement
with Morgan Stanley, RBC, and US Bank.
o Form of updated Offering Memorandum for the
issuance of commercial paper
10 Questions

AGENDA ITEM
Public Utilities Commission
City and County of San Francisco

DEPARTMENT Financial Services AGENDA NO. 10
MEETING DATE October 28, 2025
Calendar: Regular Calendar
Project Manager: Nikolai J. Sklaroff

Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program

Summary of Proposed
Commission Action
Approve the forms of (i) Revolving Credit and Ter m Loan Agreement with BMO Bank, N.A. (BMO) in the aggregate principal amount not to exceed $150 million (exclusive of 270 days’ interest) (RCTLA); (ii) BMO Fee Agreement (together with the RCTLA, BMO Bank Agreements) ; (iii) form of Issuing and Paying Agent Agreement ; (iv) form of Amend ment to the Dealer Agreement in support of the Wastewater Interim Funding Program ; and (v) form of the Offering Memorandum; and authorize the General Manager to execute any other necessary agreements to execute the BMO Bank Agreements.

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 notes or accessing available lines of credit, as needed.

Commercial Paper (CP) is a form of flexible, short -term financing that takes advantage of short-term interest rates from 1 to 270 days and is typically rolled to new investors at maturity, repaid or taken out by bonds . In today’s market, CP results in an approximate all-in borrowing rate of between 3% and 4%. The all-in interest rate includes (i) interest paid to investors and (ii) the bank facility fees and securities dealer fees. Commercial Paper dealers remarket (or resell) the CP to securities investors. The Federal Open Market Committee decreased the target federal funds rate by 0.25% to a range of 4.00% to 4.25% at its September 16- 17, 2025 meeting. The market is expecting two further interest rate cuts of

0.25% each by the end of the calendar year, and short-term rates have dropped in tandem with these expected rate cuts . As interest rates normalize, short- term interest rates will provide a significant advantage to long- term financing rates (i.e., the difference between rates on obligations on long maturities will be much wider to obligations with short maturities) . In the meantime, the interim financing program provides capacity to release budget reserves and allows the SFPUC to borrow only what is needed in small tranches, and the n to aggregate borrowing costs into larger, more efficient long-term financings.

Each series of the SFPUC’s CP is secured by a borrowing document. The SFPUC intentionally diversifies the types of facilities employed , which may be

Agenda Title: Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program Commission Meeting Date: October 28, 2025

reimbursement agreements support ing a letter of credit or liquidity facility agreements. The bank facilities are available to ensure the SFPUC has sufficient liquidity to purchase the notes in the event new buyers are not available to purchase them at the next matu rity. The letter of credit provides security to CP noteholders by ensuring the timely repayment of principal and interest on any issued and maturing CP of a related series. In the case that the dealers are not able to find additional investors, having a letter of credit or liquidity facility allows the SFPUC to be able to purchase the notes. The Wastewater Enterprise can also access available lines of credit using a credit revolver (such as Series R -1 noted in the table below ) approved under its Interim Funding Program to fund capital projects. When drawing funds from any of these facilities, interest 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 repaid when long-term revenue bonds are issued or when advantageous for the SFPUC.

The interim funding program has been a cost -effective means to fund the encumbrance, contract certification, and cash spending requirements of the Wastewater Enterprise capital program. Encumbrance and contract certifications can be funded based on the availability of the bank facilities and cash spending can be fund ed through the issuance of commercial paper notes or draws on revolving credit agreements . The notes are remarketed until long- term revenue bond, long-term state, or long-term federal loan financing replacement proceeds are available.

On September 10, 2024, by Resolution No. 24- 0193, the Commission approved an expansion of the Wastewater Enterprise Interim Funding Program by $500 million from $750 million to $1.25 billion in authorized aggregate principal outstanding at any one time and instructed the General Manager to seek Board of Supervisors approval consistent with Commission Resolution No. 24 -0193.

Subsequently, the Board of Supervisors passed, and the Mayor approved, Ordinance No. 269-24 codifying the new expanded authorization. A new credit facility with BMO Bank, N.A. ( BMO) is being proposed today pursuant to this expanded authorization.

The Wastewater Interim Funding Program is currently made up of the following components:

• Five series totaling $675 million (aggregate principal amount) that are for the issuance of CP and which are each supported by a high-grade bank facility in the form of a letter of credit (LOC) or a Liquidity Facility (LF); • One series that is for a $75 million revolving credit agreement ( line of credit) that can be used to make tax-exempt or taxable draws from a high- grade bank;
• New authorization of $ 500 million pursuant to Ordinance No. 269-24 approved by the Board of Supervisors on November 10, 2024, expanding the Wastewater Enterprise Interim Funding Program by $500 million to a total not-to-exceed principal amount of $1.25 billion. The current Commission action is the first use of this additional capacity.

Agenda Title: Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program Commission Meeting Date: October 28, 2025

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

This Commission action approves substantially complete forms of the following:

• A form of Revolving Credit and Term Loan Agreement with BMO for Series A-8/A-8-T: $150 million BMO Liquidity Facility and a form of Fee Agreement with BMO (the BMO Bank Agreements);
• A form of Issuing and Paying Agent Agreement with U.S. Bank Trust Company, National Association;
• A form of First Amendment to Dealer Agreement with Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc.; and,
• A form of Offering Memorandum.

Bank Facility Procurement Process: As has been SFPUC practice in the past when renewing or replacing expiring Wastewater Interim Funding Program agreements, for the first use of the additional capacity the SFPUC has relied on the prequalified bank pool created by the San Francisco Airport Commission and pursued a formal competitive process. The SFPUC’s Municipal Advisors solicited proposals on August 1, 2025 from all banks in the pre-qualified Bank Credit Facilities Pool. On August 22, 2025, the SFPUC received proposals from seven banks, which the Municipal Advisors assisted in evaluating.

Recommendations: Staff recommends approval of the following facility 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 A -8/A-8-T (New Facility) : The Revolving Credit and Term Loan Agreement with BMO for Liquidity Facility in the Principal Amount of $150 million at annual cost of 0.31% 1 (approximately $516,000 annually) for three years, with the option to extend the Letter of Credit for up to a total term of up to nine years from Series Amount
($million)
Bank Type Expiration
Date
Bank
Ratings

Series A-1 $150 Sumitomo
Mitsui Bank
LOC 3/2/2029 P-1/A-1
Series A-2 $150 Bank of
America
LOC 4/24/2026 P-1/A-1
Series A-4 $150 TD Bank LF 7/3/2028 P-1/A-1
Series
A-6/A-6-T
$125 Bank of
America
LF 8/2/2027 P-1/A-1
Series A-7 $100 Sumitomo
Mitsui Bank
LOC 5/31/2027 P-1/A-1
Series
R-1/R-1-T
$75 US Bank Revolver 3/31/2027 N/A

1 Consistent with SFPUC’s other credit facility agreements, the Fee Agreement with BMO includes provisions that increase the annual cost in the Event of Default, credit downgrade or if the SFPUC’s credit is no longer available for any credit -related reason.

Agenda Title: Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program Commission Meeting Date: October 28, 2025

the commencement of the initial term thereof (such initial term resetting upon effectiveness), and a proposed not -to-exceed fee of approximately $1,032,000 per year for the initial three year term.2

These costs and fees are comparable to fees obtained from banks for other recent SFPUC agreements fees.

Proposed Facility Tenor Annual Fee
A-8/A-8-T BMO LF ($150m) 3 years 0.31%

The proposed credit facility has high- grade short -term credit ratings from Moody’s Investors Service, S&P Global Ratings, and Fitch Ratings, respectively: P-1/A-1/F1+

Description of Documents:

BMO Bank Agreements (Revolving Credit and Term Loan Agreement and Fee Agreement): These agreements between the SFPUC and BMO set 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 timely pay . The Revolving Credit and Term Loan A greement also set s forth the terms under which the SFPUC repays BMO for draws on the liquidity facility.

The Fee Agreement between the SFPUC and BMO specifically 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 credit facility.

Issuing and Paying Agent Agreement with U.S. Bank Trust Company, National Association: This Agreement between the SFPUC and the Issuing and Paying Agent (U.S. Bank) sets out the terms pursuant to which the SFPUC issues and repays commercial paper, and establishes various funds into which proceeds of the commercial paper are deposited or from which the SFPUC repays the credit facility bank of Subseries A -8/A-8-T (BMO) for draws against the respective credit facility.

First Amendment to Dealer Agreements (Morgan Stanley, RBC, US Bank):

These three respective agreements between the SFPUC and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and U.S. Bancorp Investments, Inc., (collectively referred to as the Dealers) amend existing agreements to include the additional CP program.

Offering Memorandum: This disclosure document is used by the Dealers in placing or selling CP to prospective investors. It contains brief descriptions of the SFPUC, the Wastewater Enterprise, the Wastewater Interim Funding Program, the CP Notes, BMO, and the Revolving Credit and Term Loan Agreement.

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

Agenda Title: Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program Commission Meeting Date: October 28, 2025

Disclosure Considerations: The Wastewater Enterprise Interim Funding Program will be supported by the Revolving Credit and Term Loan Agreement with BMO as described in the Offering Memorandum. Unlike the Official Statement in a long- term revenue bond transaction, the Offering Memorandum for a commercial paper issuance is supported by either a liquidity 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 its 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 BMO.

Representations and Closing Considerations; Ongoing Disclosure : The BMO Bank Agreements contain representations and warranties that have been reviewed and affirmed to be appropriate for the SFPUC by staff, the City Attorney’s Office, municipal advisors , and the SFPUC’s outside Note Counsel.

These representations and warranties include matters such as the good standing of the SFPUC; the authorization of the agreements, commercial paper /interim funding program, and credit facilities (as applicable) ; the absence of material litigation; the fairness and accuracy of the financial stateme nts; and that there has been no material adverse change in the financial condition of the SFPUC.

Upon closing of this transaction, staff will post a notice and the key transaction documents on EMMA (Electronic Municipal Market Access), the municipal bond industry’s online disclosure repository operated by the Municipal Securities Rulemaking Board.

Budget & Costs: The Wastewater Enterprise capital budget and associated appropriations cover these associated costs.

Environmental
Review:

This action does not constitute a “project” under the California Environmental Quality Act (CEQA) Guidelines section 15378(b)(4) because approval of the credit facility agreements is a government funding mechanism, which does not involve any commitment to a specific project that may result in a potentially significant physical change in the environment.

On August 1, 2024, 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 Review 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 CEQA or will undergo CEQA review when they are defined. This certificate can be found here:
https://sfpuc.sharefile.com/public/share/web-
sfc204c4faea54a3383fb09e998122617

Attachments: 1. Form of Revolving Credit and Term Loan Agreement with BMO Bank, N.A.

2. Form of Fee Agreement with BMO Bank, N.A.

3. Form of Issuing and Paying Agent Agreement
Agenda Title: Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program Commission Meeting Date: October 28, 2025

4. Form of First Amendment to Dealer Agreement

5. Form of 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 (i) 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, (iii) Ordinance No. 181 -23, adopted by the Board on July 25, 2023 and signed by the Mayor on July 28, 2023, and (iv) Ordinance No. 125-24 adopted by the Board on June 11, 2024 and signed by the Mayor on June 21, 2024, the Board has authorized the issuance from time to time of up to $8,052,606,653 of wastewater revenue bonds and other forms of indebtedness of the Commission under Proposition E, and in the anticipation of the issuance of such indebtedness, has authorized the issuance of short-term indebtedness of the Commission; and

WHEREAS, The amount of authorized but unissued wastewater revenue bonds under the ordinances set forth in the immediately preceding whereas clause is $2,427,451,525; and

WHEREAS, 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/interim funding program (the “Wastewater Interim

Funding 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 and/or bank notes outstanding at any one time; and

WHEREAS, The Board has previously 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 increase in the Wastewater Interim Funding Program from an aggregate principal amount of $150 million to an aggregate principal amount of $300 million outstanding at any one time; and

WHEREAS, The Board has previously approved pursuant to Resolution No. 378- 14, adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014, an increase in the Wastewater Interim Funding Program from an aggregate principal amount of $300 million to an aggregate principal amount of $500 million outstanding at any one time; and

WHEREAS, The Board has previously approved pursuant to Resolution No. 193- 17, adopted by the Board on May 23, 2017 and signed by the Mayor on May 26, 2017, an increase in the Wastewater Interim Funding Program from an aggregate principal amount of $500 million to an aggregate principal amount of $750 million outstanding at any one time; and

WHEREAS, Pursuant to Ordinance No. 269- 24 (“Ordinance No. 269- 24”), adopted by the Board on November 19, 2024 and signed by the Mayor on November 25, 2024, and Resolution No. 24-0193 (“Resolution No. 24-0193”), adopted by this Commission on September 10, 2024, the Wastewater Interim Funding Program was increased from an aggregate principal amount of $750 million to an aggregate principal amount of $1.250 billion outstanding at any one time; 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 and/or any other short-term borrowing facility which furthers the purpose and intent of the Wastewater Interim Funding Program; and

WHEREAS, After an evaluation of the responses to such request for bids, the Commission staff determined that a liquidity facility offered by BMO Bank N.A. (“BMO”), in an original stated principal amount not -to-exceed $150 million, plus an amount equal to 270 days’ interest on such principal amount at a rate of twelve -percent (12%) per annum, to support the repayment of a portion of the Wastewater Interim Funding Program commercial paper notes (“Wastewater CP Notes”) was the most advantageous to the Commission, and was determined to be the lowest cost, responsive and responsible bidder to support and/or maintain the Wastewater Interim Funding Program; and

WHEREAS, In connection with the liquidity facility offered by BMO and in order to support and/or maintain the Wastewater Interim Funding Program, the Commission desires to (i) enter into a proposed form of the Revolving Credit and Term Loan Agreement (the “BMO Liquidity Facility”), in the initial 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

certain of the Wastewater CP Notes, by and between the Commission and BMO (which includes, as exhibits, among other exhibits, forms of the promissory notes to be made by the Commission to BMO, the “BMO Notes”), and (ii) a related Fee Letter (the “BMO Fee Letter”), by and between the Commission and BMO, forms of which have been presented to the Commission and filed with the Director of Commission Affairs , and the Commission finds it in its best interest to enter into and perform such agreements; and

WHEREAS, Pursuant to Ordinance No. 269 -24, the Commission is authorized to take such actions and to execute and deliver such promissory notes, certificates, agreements, requests or other documents, as necessary or desirable to facilitate the issuance, sale and delivery of short- term indebtedness of the Wastewater Interim Funding Program and to carry out the provisions of Ordinance No. 269-24 to accomplish the purpose and intent of the Wastewater Interim Funding Program; and

WHEREAS, In connection with the Wastewater CP Notes, the Commission finds it necessary to execute one or more issuing and paying agent agreements, one or more amendments to commercial paper dealer agreements and to deliver an updated offering memorandum in connection with the issuance and sale of its Wastewater CP Notes; and

WHEREAS, Pursuant to Resolution No. 23- 0041, adopted by the Commission on February 14, 2023, the Commission has previously authorized, executed and delivered commercial paper dealer agreements with Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc. (the “Current Dealer Agreements”) in connection with the Wastewater Interim Funding Program and finds it necessary to execute one or more amendments to such dealer agreements (each an “Amendment to Dealer Agreement”) in connection with the expansion of the Wastewater Interim Funding Program authorized/approved in Ordinance No. 269-24; and

WHEREAS, The proposed form of an issuing and paying agent agreement (the “Issuing and Paying Agent Agreement”), to be by and between the Commission and U.S. Bank Trust Company, National Association (the “Issuing and Paying Agent”) has been presented to the Commission and filed with the Director of Commission Affairs; and

WHEREAS, The proposed form of an Amendment to Dealer Agreement has been presented to the Commission and filed with the Director of Commission Affairs; and

WHEREAS, The proposed form of an offering memorandum (the “Offering Memorandum”) has been presented to the Commission and filed with the Director of Commission Affairs; 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 Internal 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, This action does not constitute a “project” under the California Environmental Quality Act (CEQA) Guidelines section 15378(b)(4) because approval of the credit facility agreements is a government funding mechanism, which does not involve any commitment to a specific project that may result in a potentially significant physical change in the environment; and

WHEREAS, The Proposition 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 BMO Bank Agreements . The form s of the BMO Liquidity Facility and the BMO Fee Letter (which includes, as exhibits, among other exhibits, the forms of the BMO Notes) ( collectively, the “ BMO Bank Agreements”), in substantially the forms submitted 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 the Administrative Code, Article V thereof. 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 BMO 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 BMO Bank Agreements, provided that the BMO 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 BMO Bank Agreements in their respective executed forms are also hereby approved.

Section 2. Extension of Terms of BMO 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 BMO Bank Agreements , to extend the term s of the BMO Bank Agreements authorized hereunder, by an aggregate period not to exceed nine (9) years from the commencement date of the initial terms of the BMO Bank Agreements. The annual facility fee payable by the Commission in connection with the BMO Bank Agreements shall not exceed (i) $516,000, initially, and subject to adjustment as set forth in the BMO Fee Letter , and (ii) $1,032,000 in connection with any future extension thereof.

Section 3. Approval of Issuing and Paying Agent Agreement. The form of the Issuing and Paying Agent Agreement , to be by and between the Commission and the Issuing and Paying Agent, in substantially the form submitted to this Commission, is hereby approved and recommended to the Director for approval pursuant to the Administrative Code, Article V thereof. 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 Issuing and Paying Agent Agreement in substantially said form, 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 Issuing and Paying Agent Agreement. The performance by the Commission of the terms of the Issuing and Paying Agent Agreement in its executed form is also hereby approved.

Section 4. Approval of Amendment to Dealer Agreement. The form of the Amendment to Dealer Agreement, in substantially the form submitted to this Commission, is hereby approved and recommended to the Director for approval pursuant to the Administrative Code, Article V thereof. 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 Amendment to Dealer Agreement, for each of the Current Dealer Agreements approved pursuant to Resolution No. 23-0041 (subject to the limitations set forth therein), in substantially said form, 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 Amendment to Dealer Agreements . The performance by the Commission of the terms of each Amendment to Dealer Agreement in their executed form is also hereby approved.

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 sale 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 Memorandum (s) in such form, as the General Manager, upon consultation with the City Attorney, Bond Counsel and the Director shall approve.

Section 6. Limitations. In no event shall the commercial paper notes or draws made under the Wastewater Interim Funding Program exceed $1.250 billion 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 provided, however, that if the City or the Board increases the maximum interest rate allowable under any bank agreement (as it relates to the obligations payable thereunder), then such increased rate shall be the permitted maximum interest rate (as it relates to the obligations payable under bank agreements).

Section 7. 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 BMO Bank Agreements with respect to the Wastewater Enterprise capital improvement projects made on and after a date that is no more than 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 BMO 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 from draws made under the BMO 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 BMO 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” (based on the year of issuance and not the year of expenditure) and expenditures for construction projects of at least 5 years.

Section 8. 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 or documents and to take any and all necessary action in connection with and in furtherance of the execution and performance of the BMO Bank Agreements, any future extension of the BMO Bank Agreements and the marketing and sale of the commercial paper notes under the Wastewater Interim Funding Program.

Section 9. 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 10. Ratification. All actions heretofore taken by the officials, employees and agents of the Commission with respect to the execution of the BMO Bank Agreements in connection with providing short -term interim funding of the Wastewater Enterprise c apital improvement program, including the Wastewater Interim Funding Program , are hereby approved, confirmed and ratified.

Section 11. Effective Date. This resolution shall take effect from and after its adoption.

I hereby certify that the foregoing resolution was adopted by the San Francisco Public Utilities Commission at its meeting on October 28, 2025.

Director of Commission Affairs
San Francisco Public Utilities Commission

CHAPMAN DRAFT DATED OCTOBER 1, 2025
1317318960-1__sfpuc_bmo_bank___revolving_credit_and_term_loan_agreement 10000780

REVOLVING CREDIT AND TERM LOAN AGREEMENT
Dated as of November 1, 2025
By and Between

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO
and
BMO BANK N.A.

Relating to $150,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
Tax-Exempt Subseries A-8 and Taxable Subseries A-8-T

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TABLE OF CONTENTS

SECTION HEADING PAGE
ARTICLE I DEFINITIONS .................................................................................................3 Section 1.1. Certain Defined Terms ...........................................................................3 Section 1.2. Accounting Terms and Determinations ...............................................18 Section 1.3. Rules of Construction ..........................................................................18 ARTICLE II ADVANCES AND LOANS ..............................................................................18 Section 2.1 Advances ..............................................................................................18 Section 2.2. Term Loans ..........................................................................................20 Section 2.3. Interest on Overdue Amounts ..............................................................21 Section 2.4. Interest Rate Adjustment......................................................................21 Section 2.5. Prepayments of Advances and Loans ..................................................22 Section 2.6. Termination or Reduction of Commitment..........................................23 Section 2.7. Increased Costs ....................................................................................24 Section 2.8. Security ................................................................................................25 Section 2.9. Payments and Computations ................................................................25 Section 2.10. Payment on Non-Business Days ..........................................................26 Section 2.11. Book Entries.........................................................................................26 Section 2.12. Taxes ....................................................................................................26 Section 2.13. Subordinated Wastewater Bonds No-Issuance Notice ........................27 ARTICLE III CONDITIONS PRECEDENT ............................................................................28 Section 3.1. Conditions Precedent to Effectiveness.................................................28 Section 3.2. Conditions Precedent to Each Advance ...............................................31 Section 3.3. Conditions Precedent to Each Term Loan ...........................................32 ARTICLE IV FEES ............................................................................................................32 ARTICLE V OBLIGATIONS ABSOLUTE ............................................................................33 ARTICLE VI REPRESENTATIONS AND WARRANTIES ........................................................34 Section 6.1. Organization, Powers, Etc ....................................................................34 Section 6.2. Authorization, Absence of Conflicts, Etc. ...........................................34 Section 6.3. Binding Obligations; Security for Revolving Note and Term Note ....34 Section 6.4. Governmental Consent or Approval ....................................................35 Section 6.5. Absence of Material Litigation ............................................................36 Section 6.6. Financial Condition ..............................................................................36 Section 6.7. Incorporation of Representations and Warranties................................36 Section 6.8. Accuracy and Completeness of Information ........................................37 Section 6.9. No Default ............................................................................................37 Section 6.10. No Proposed Legal Changes ................................................................37 -ii-
Section 6.11. Compliance with Laws, Etc. ................................................................37 Section 6.12. Environmental Matters.........................................................................38 Section 6.13. Tax Status of Interest on Commercial Paper Notes .............................38 Section 6.14. Issuing and Paying Agent; Dealers ......................................................38 Section 6.15. Regulation U ........................................................................................38 Section 6.16. ERISA ..................................................................................................38 Section 6.17 Liens .....................................................................................................39 Section 6.18. Sovereign Immunity.............................................................................39 Section 6.19. City Business Days ..............................................................................39 Section 6.20. Usury ....................................................................................................39 Section 6.21. Insurance ..............................................................................................39 Section 6.22. Anti-Corruption Laws and Sanctions...................................................39 Section 6.23 Swap Contracts ....................................................................................39 ARTICLE VII COVENANTS ................................................................................................40 Section 7.1. Affirmative Covenants .........................................................................40 Section 7.2. Negative Covenants .............................................................................49 ARTICLE VIII EVENTS OF DEFAULT, REMEDIES ................................................................55 Section 8.1. Events of Default .................................................................................55 Section 8.2. Remedies ..............................................................................................61 Section 8.3. No Remedy Exclusive..........................................................................62 ARTICLE IX MISCELLANEOUS ........................................................................................63 Section 9.1. Payments to the Bank...........................................................................63 Section 9.2. Liability of the Bank ............................................................................63 Section 9.3. Indemnification ....................................................................................63 Section 9.4. Costs and Expenses ..............................................................................64 Section 9.5. Participants ...........................................................................................64 Section 9.6. Successors and Assigns........................................................................64 Section 9.7. Modification or Waiver of This Agreement ........................................65 Section 9.8. No Waiver of Rights by the Bank; Cumulative Rights........................65 Section 9.9. Notices .................................................................................................65 Section 9.10. Counterparts .........................................................................................66 Section 9.11. Certificates, Etc. ...................................................................................66 Section 9.12. Term of Agreement ..............................................................................66 Section 9.13. Severability ..........................................................................................67 Section 9.14. Governing Law; Waiver of Jury Trial; Jurisdiction .............................67 Section 9.15. Consents ...............................................................................................68 Section 9.16. Source of Funds ...................................................................................68 Section 9.17. Survival ................................................................................................68 Section 9.18. Headings ..............................................................................................68 Section 9.19. Beneficiaries ........................................................................................68 Section 9.20. Governmental Regulations...................................................................68 Section 9.21. City Requirements ...............................................................................69 -iii-
Section 9.22. No Right of Set-off ..............................................................................69 Section 9.23. Arm’s Length Transaction ...................................................................69 Section 9.24. Electronic Execution of Certain Documents........................................69 Section 9.25. MSRB Rule G-34 .................................................................................70 Section 9.26. QFC Provisions ....................................................................................70 Section 9.27. No Advisory or Fiduciary Responsibility ............................................71

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Exhibit A — Form of Revolving Note
Exhibit B — Form of Term Note
Exhibit C — Form of Request for Advance
Exhibit D — Form of Request for Extension
Exhibit E — Form of Notice of Termination or Reduction
Exhibit F — 2024 List of City Holidays
Exhibit G — City Requirements
Exhibit H-1 — Form of EOD No-Issuance Notice
Exhibit H-2 — Form of Subordinated Bonds No-Issuance Notice Exhibit I — Public Utilities Commission of the City and County of San Francisco Certificate Regarding Conditions Precedent to a Term Loan Exhibit J — [Reserved]
Exhibit K — [Reserved]
Exhibit L — Form of Compliance Certificate
Exhibit M — List of Qualified Dealers

Appendix B — The Banks – BMO Bank N.A.

CHAPMAN DRAFT DATED OCTOBER 1, 2025

REVOLVING CREDIT AND TERM LOAN AGREEMENT
This Revolving Credit and Term Loan Agreement, dated as of [date] (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 BMO 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 ITNESSET H:

WHEREAS, on November 5, 2002, the voters of the City approved Proposition E, which among other things, authorized the Commission to issue revenue bonds, including notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board of Supervisors of the City (the “Board” ), for the Wastewater Enterprise (as hereinafter defined); and
WHEREAS, Commercial Paper Notes (as hereinafter defined) are authorized to be issued pursuant to the Charter of the City (the “Charter”), Article V of Chapter 43 of the San Francisco Administrative Code, enacted by Ordinance No. 203-98, adopted by the Board on June 8, 1998 and signed by the Mayor on June 19, 1998 (the “203-98 Ordinance”), as amended by Ordinance No. 270-06, adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006 (the “270- 06 Ordinance”) to establish a procedure for the issuance of commercial paper notes, Ordinance No. 266-06 adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006 (the “266- 06 Ordinance”), Ordinance No. 91- 12 adopted by the Board on May 8, 2012 and signed by the Mayor on May 14, 2012 (the “91- 12 Ordinance”), Resolution No. 378-14, adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014 (“City Resolution No. 378-14”), Resolution No. 193-17, adopted by the Board on May 23, 2017, and signed by the Mayor on May 26, 2017 (“City Resolution No. 193-17”); Ordinance No 269-24, adopted by the Board on November 19, 2024, and signed by the Mayor on November 25, 2024 (the “269-24 Ordinance”, and together with the and together with the 203- 98 Ordinance, the 270-06 Ordinance, the 266- 06 Ordinance, the 91- 12 Ordinance, City Resolution No. 378- 14 and City Resolution No. 193- 17, referred to herein as the “City Legislation” ), Resolution No. 06-0164 approved by the Commission on September 26, 2006 (the “Resolution No. 06-0164”), Resolution No. 11- 0197, approved by the 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. 24-0193 approved by the Commission on September 10, 2024 ( “Resolution No. 24- 0193”,and together with Resolution No. 06- 164, Resolution No. 11- 0197, Resolution No. 14- 0139 and Resolution No. 17-0086, the “Prior Resolutions”), authorized the issuance of Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series) and other short-term indebtedness in an aggregate principal amount not to exceed $1,250,000,000; and -2-
WHEREAS, the Commission is authorized to issue, sell and deliver bonds, additional bonds, refunding bonds and other evidences of indebtedness in order to effect its purposes pursuant to the Ordinance and the Resolutions, including the financing and refinancing of the Commercial Paper Notes; and
WHEREAS, the Commission has authorized, executed and delivered that certain Issuing and Paying Agent Agreement, dated as of November 1, 2025 (as from time to time restated, 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 issuing and paying agent (the “Issuing and Paying Agent”), relating to the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Tax-Exempt Subseries A -8 (the “Subseries A-8 Notes”) and the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Taxable Subseries A -8-T (the “Subseries A-8-T Notes”) and separate issuing and paying agent agreements, each with the Issuing and Paying Agent, relating to the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E), Series A-1 (Tax Exempt) (the “Series A-1 Notes ”), Series A-2 (Tax Exempt) (the “ Series A-2 Notes” ), Series A-4 (Tax Exempt) (the “ Series A-4 Notes” ), Tax-Exempt Subseries A-6 Notes and Taxable Subseries A-6-T Notes (collectively, the “Series A-6 Notes”) and Series A-7 (Tax Exempt) (the “Series A-7 Notes” and together with the Series A-1 Notes, the Series A-2 Notes, the Series A-4 Notes, the Series A-6 Notes , the Subseries A -8 Notes and the Subseries A -8-T 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 Reim bursement 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-4 Liquidity Agreement”) with TD Bank, N.A. (the “Series A-4 Liquidity Provider”) for payment of principal of and interest on the Series A-4 Notes, (iv) a Revolving Credit and Term Loan Agreement (the “Tax-Exempt Subseries A-6 Notes and Taxable Subseries A-6-T Liquidity Agreement”) with Bank of America, N.A.(the “Series A-6 Liquidity Provider”) for payment of principal of and interest on the Series A-6 Notes and (v) a Reimbursement Agreement (the “Series A-7 Reimbursement Agreement” and together with the Series A-1 Reimbursement Agreement and the Series A-2 Reimbursement Agreement, the “Reimbursement Agreements” ) with Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the “Series A-7 Credit Provider” and together with the Series A-1 Credit Provider, the Series A-2 Credit Provider, the Series A -4 Liquidity Provider and the Series A -6 Liquidity 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
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WHEREAS, the Commercial Paper Notes previously included a Series A-3 (Tax Exempt) (the “Series A-3 Notes”), which Series A-3 Notes were terminated on July 10, 2017 and replaced by a Revolving Credit Agreement (as subsequently amended and restated) (the “US Bank Revolving Credit Agreement”) with U.S. Bank National Association, and repayment of obligations issued under the US Bank Revolving Credit Agreement are payable on parity with the Commercial Paper Notes; and
WHEREAS, the Commercial Paper Notes previously included the Tax- Exempt Subseries A-5 (the “ Subseries A-5 Notes”) and Taxable Subseries A-5-T (the “ Subseries A-5-T Notes” and together with the Subseries A-5 Notes, the “Series A-5 Notes”); and WHEREAS, in connection with the Series A-6 Notes, the Commission previously approved an increase in the commitment amount under the then applicable liquidity agreement and in connection with such increase, the Commission approved the termination of the Series A-5 Notes; and
WHEREAS, in order to provide liquidity for the payment of maturing Subseries A-8 Notes and Subseries A-8-T 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 Subseries A -8 Notes and Subseries A -8-T Notes on the maturity dates thereof to the extent that proceeds of other Subseries A -8 Notes or Subseries A-8-T Notes, as applicable, are not available therefor; and N
OW, 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:

A

RTICLE 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.
(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):
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“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 ninetieth (90th) day after the making of such Advance; (b ) the Commitment Expiration Date; (c) the date that an Alternate Facility becomes effective; (d ) the date the Commitment Period is otherwise terminated or expires; (e) the Business Day when Commercial Paper Notes 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. “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 Subseries A- 8 Notes and Subseries A-8-T 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. “Anti-Terrorism Laws” means any statute, treaty, law (including common law), ordinance, regulation, rule, order, opinion, release, injunction, writ, decree or award of any Governmental Authority of competent jurisdiction relating to terrorism or money laundering, including Executive Order No. 13224 and the USA Patriot Act.
“Authorized Representative” means each of the: General Manager of the San Francisco Public Utilities Commission, Assistant General Manager and Chief Financial Officer, Business Services, Deputy Chief Financial Officer, Financial Services, Capital Finance Director, Financial -5-
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. 25-____ adopted by the Commission on [October 28], 2025.
“Available Commitment” means, at any date, the sum of the Available Principal Commitment and the Available Interest Commitment then in effect. “Available Interest Commitment” means, and in no event shall it exceed, $13,500,000, 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 360 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 Subseries A-8 Notes or Subseries A-8-T Notes pursuant to Section 2.5(b) hereof; (c) downward in an amount equal to any reduction thereof effected pursuant to Section 2.6 hereof; and (d) downward to zero upon the expiration or termination of the Commitment in accordance with the terms hereof; provided that after giving effect to such adjustment the Available Interest Commitment shall nev er exceed $ 13,500,000. Any adjustment to the Available Interest Commitment pursuant to clause ( a), (b), (c), or (d) above shall occur simultaneously with the occurrence of the event described in such clause.
“Available Principal Commitment” means, as of the Effective Date, One Hundred Fifty Million Dollars ($150,000,000.00) and, thereafter, means such initial amount adjusted from time to time as follows: (a ) downward in an amount equal to the principal amount of any Advance; (b) upward in an amount equal to the principal amount of any Advance or Term Loan that is repaid, including upon the sale of Subseries A -8 Notes or Subseries A -8-T Notes pursuant to Section 2.5(b) hereof; (c) downward in an amount equal to any reduction thereof effected pursuant to Section 2.6 hereof; (d) downward in an amount equal to the principal amount of any Term Loan, effective upon the making of such Term Loan; and (e ) downward to zero upon the expiration or termination of the Commitment in accordance with the terms hereof; provided that after giving effect to such adjustment the Available Principal Commitment shall never exceed $150,000,000.00. Any adjustment to the Available Principal Commitment pursuant to clause ( a), (b), (c), (d) or (e) above shall occur simultaneously with the occurrence of the event described in such clause.
“Available Moneys” has the meaning set forth in the Issuing and Paying Agent Agreement. “Available Wastewater Enterprise Revenues” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Bank” has the meaning set forth in the introductory paragraph hereto, and includes any successor or assign permitted hereby.
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“Bank Rate” means, for any day, for each Advance and Term Loan, a fluctuating interest rate per annum for such day equal to the Base Rate from time to time in effect plus one percent (1.00%) per annum, computed on the basis of the actual number of days elapsed and a 365 -day year, from and including the date of the related Advance and thereafter; 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 Subseries A-8 Notes and Subseries A-8-T Notes. “Base Rate” means, for any day, the rate of interest per annum equal to the highest of:
(i) the Prime Rate; provided, (ii) the Federal Funds Rate plus one half of one percent (0.50%), and (iii) seven percent (7.00%). Each determination of the Base Rate by the Bank shall be conclusive and binding on the Commission absent manifest error. Each change in the Base Rate will take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate, as the case may be.
“Basic Commission Documents” means, at any time, each of Basic Documents except the City Legislation.
“Basic Documents” means, at any time, each of the following documents or agreements as in effect or as outstanding, as the case may be, at such time: (a) the Commercial Paper Notes, (b) the Prior Resolutions, (c ) the Offering Memorandum, (d) the Dealer Agreements, (e ) the Issuing and Paying Agent Agreement, (f ) the Revolving Note, (g ) the Term Note, (h ) the Fee Letter, (i) this Agreement, (j) the City Legislation and (k) the Authorizing Resolution. “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Board” has the meaning set forth in the recitals hereof. “Bond Counsel” has the meaning set forth in the Issuing and Paying Agent Agreement. “Bond Reserve Fund” has the meaning set forth in the Wastewater Bonds Indenture. “Bonds” has the meaning set forth in the Wastewater Bonds Indenture. “Business Day” means any day other than (1) a Saturday, Sunday, or day on which banking institutions in the State are authorized or obligated by law or executive order to be closed, (2) for purposes of payments and other actions relating to this Agreement, a day upon which commercial banks in the State or the State of New York are authorized or obligated by law or executive order to be closed, (3) a day on which the New York Stock Exchange is closed, or (4) a legal holiday of the City or any other day the City is authorized by law to be closed for official business, as provided in Section 6.19 hereof and Exhibit F, as updated by the City from time to time. “Charter” has the meaning set forth in the Issuing and Paying Agent Agreement. -7-
“Change in Law” means the occurrence, after the Closing Date, of any of the following:
(a) the adoption or taking effect of any Law, including, without limitation Risk- Based Capital Guidelines, (b) any change in any Law or in the enforcement, administration, interpretation, implementation or application thereof by any Governmental Authority or compliance by the Bank or any Participant therewith or (c ) the making or issuance of any request, rule, ruling, guideline, regulation or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i ) the Dodd -Frank Wall Street Reform and Consumer Protection Act (or any other statute referred to therein or amended thereby) and all laws, requests, rules, regulations, policies, rulings, guidelines, regulations, standards or directives thereunder or issued in connection therewith and any interpretation, application or promulgation implementing, invoking or in any way the Dodd- Frank Wall Street Reform and Consumer Protection Act and (ii) all laws, requests, rules, rulings, standards, policies, guidelines, regulations or directives promulgated by, or in response to requests, guidelines or directives published by, the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar author ity) or the United States or foreign regulatory authorities, in each case pursuant to Basel III or any successor Basel accord, shall in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “City” has the meaning set forth in the Issuing and Paying Agent Agreement. “City Legislation” has the meaning set forth in the recitals hereof. “Closing Date” means the date on which this Agreement is executed which, subject to the satisfaction of the conditions precedent set forth in Section 3.1 hereof, is expected to be November __, 2025.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations, rulings and judicial decisions promulgated thereunder. “Commercial Paper Notes” has the meaning set forth in the recitals hereof. “Commission” has the meaning set forth in the introductory paragraph hereof, and includes any successor or assign permitted hereby.
“Commitment” means, as of the Effective Date, One Hundred Sixty- Three Million Five Hundred Thousand Dollars ($163,500,000) (comprised of the Available Principal Commitment of $150,000,000.00 and the Available Interest Commitment of $ 13,500,000) 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” means (i ) November __, 2028, as such date may be extended from time to time pursuant to Section 9.12(b) hereof or (ii ) such earlier date on which this Agreement terminates in accordance with its terms (including a date on which no Subseries A-8 Notes and Subseries A-8-T 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).
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“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.
“Consulting Engineers” has the meaning set forth in the Wastewater Bonds Indenture. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Dealers” means the Qualified Dealer(s) and any other dealer or dealers selected from time to time by the Commission (and acceptable to the Bank and such acceptance shall not be unreasonably withheld) to market the Subseries A-8 Notes and Subseries A-8-T 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 currently in effect (and which the Bank hereto accepts), as may be amended and supplemented from time to time in accordance with the terms hereof. “Debt” means (a) all bonds, notes, debentures and other similar evidences of indebtedness or obligations of the Commission that are secured by or payable from Pledged Revenues senior to or on a parity with the 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 shee t of the lessee thereof , including, without limitation, finance leases, (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) all obligations of such Person to reimburse or repay any bank or other Person in respect of amounts paid or advanced under a letter of credit, credit agreement, liquidity facility or other instrument. “Debt Service” has the meaning set forth in the Wastewater Bonds Indenture. “Debt Service Reserve Debt” means any reimbursement agreement or similar arrangement to secure the repayment of advances under a liquidity, letter of credit or surety bond arrangement used to fund any debt service reserve or similar account securing Senior Debt. “Default” means any event or condition which constitutes an Event of Default or which, with the giving of notice, or the lapse of time, or both would, unless cured or waived, become an Event of Default.
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“Default Rate” means the Base Rate from time to time in effect plus five percent (5.0%). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, guidelines and directions in connection therewith, as the same may be amended from time to time.
“DTC” means The Depository Trust Company, New York, New York, and any successor securities depository.
“Effective Date” has the meaning set forth in Section 3.1 hereof. “EMMA” means the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board and any successor thereto.
“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, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the clean-up or other remediation thereof. “EoD No-Issuance Notice” has the meaning set forth in Section 8.2(c) hereof. “Event of Default” has the meaning set forth in Section 8.1 hereof. “Excess Interest Amount” has the meaning set forth in Section 2.4 hereof. “Excluded Tax” means, with respect to the Bank or any Participant, (a ) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Bank or such Participant i s organized or in which its principal office is located and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Commission is located.
“Facility Fee” has the meaning set forth in the Fee Letter. -10-
“Federal Funds Rate” means, for any day the rate determined by the Bank to be the average (rounded upward, if necessary, to the next higher 1/100 of one percent (1%)) of the rates per annum quoted to the Bank at approximately 10:00 a.m. (New York time) (or as soon thereafter as is practicable) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) by two or more federal funds brokers selected by the Bank for sale to the Bank at face value of federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined. 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 Fee Letter dated November __, 2025, regarding fees, costs and expenses, as the same may be amended, restated, modified or supplemented from time to time by written instrument signed by the Commission and the Bank and any agreement entered into in substitution thereof. The parties hereto acknowledge and agree that all references in this Agreement to “Fee Letter” are, from and after the date hereof, read to mean “Fee Letter” as defined herein.
“Fiscal Year” has the meaning set forth in the Issuing and Paying Agent Agreement. “Formula Rate” means the rate per annum at which any Advance, Term Loan or any other amount payable hereunder or under the Fee Letter would bear interest pursuant to the terms hereof if such rate were determined without regard to the limitations herein with respect to the Maximum Interest Rate.
“GAAP” means generally accepted accounting principles in the United States as in effect from time to time, applied by the Commission on a basis consistent with the Commission’s most recent financial statements furnished to the Bank pursuant to Section 6.6 hereof. “Governmental Authority” means the United States of America or any state or political subdivision thereof or, solely for purposes of Section 2.7 hereof, Canada or any 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, solely for purposes of Section 2.7 hereof, Canada or any political subdivision thereof, including, without limitation, any central bank or other governmental or quasi-governmental authority exercising control over banks or other financial institutions, and any corporation or other entity or authority owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing. “Immediate Termination Event” has the meaning set forth in Section 8.1(a) hereof. “Interest Fund” has the meaning set forth in the Wastewater Bonds Indenture. “Interest Component” in respect of any Advance, means the portion of such Advance equal to the accrued interest on maturing Commercial Paper Notes which is paid with the proceeds of such Advance pursuant to Section 2.1 hereof.
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“Investment Policy and Guidelines” means the investment guidelines of the City as in effect on the date hereof, as such investment guidelines may be amended from time to time in accordance with the Issuing and Paying Agent Agreement, the Resolutions, and State laws, as applicable.
“Issuing and Paying Agent” has the meaning set forth in the recitals to this Agreement and include any successors and assigns.
“Issuing and Paying Agent Agreement” has the meaning set forth in the recitals to this Agreement.
“Legal Requirement” means any law (including any Environmental Laws), statute, ordinance, decree, requirement, order, judgment, rule or regulation (or interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority. “Lien” means, with respect to any asset, (a) any lien, charge, claim, mortgage, security interest, pledge or assignment of revenues of any kind in respect of such asset or (b) the interest of a vendor or lessor under any conditional sale agreement, capital or finance 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.
“OFAC” means the United States Department of Treasury Office of Foreign Assets Control.
“Offering Memorandum” means any offering memorandum or similar disclosure document relating to the Commercial Paper Notes and the Commission as may be prepared by or on behalf of the Commission from time to time in connection with the offering and sale of Commercial Paper Notes.
“Operation and Maintenance Costs of the Enterprise” has the meaning set forth in the Wastewater Bonds Indenture.
“Ordinances” has the meaning set forth in the recitals hereof. -12-
“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 lien on the Pledged Revenues afte r the Senior Debt, but that is authorized and issued by the Commission pursuant to an indenture, contract or other instrument. “Other Debt Documents” has the meaning set forth in Section 7.1(c)(i) hereof. “Other Taxes” has the meaning set forth in Section 2.12(b) hereof. “Parity Debt” means all obligations of the Commission for the payment of principal and interest on Debt ((i ) other than (A ) Debt described in clauses (b) and (g) of the “Debt” and (B) termination payments under Swap Contracts as described in clause ( d) of the definition of “Debt”, (ii) with respect to leases described in clause ( c) of the definition of “Debt,” only those leases the obligations under which are secured by or payable from Pledged Revenues on basis senior to or on a parity with the Commercial P aper Notes, the Advances, the Term Loans, the Revolving Note and the Term Note (x) which are not subject to appropriation or abatement or (y) which is rated by each Rating Agency then rating the Commercial Paper Notes at a level equal to or higher than the long- term unenhanced debt rating assigned by each such Rating Agency to any Debt of such Person secured by or payable from Pledged Revenues on a parity with the Advances, the Term 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 lien on the Pledged Revenues after the Senior Debt, but that is authorized and issued by the Commission pursuant to an indenture, contract or other instrument , including, without limitation, the Commercial Paper Notes, the Series A-1 Reimbursement Agreement, the Series A-1 Bank Note, Series A-2 Reimbursement Agreement, the Series A-2 Bank Note, the Series A-4 Liquidity Agreement, the Series A-4 Revolving Notes, the Series A-4 Term Note, the Tax -Exempt Subseries A -6 Notes and Taxable Subseries A -6-T Liquidity Agreement, 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.
“Parity Notes” has the meaning set forth in the Issuing and Paying Agent Agreement. “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.
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“Participation Agreement” means any agreement entered into among the Bank and one or more other banks purchasing participations in the Bank’s rights and obligations hereunder and under the Basic Documents and named therein, pursuant to which such other bank or banks shall purchase from the Bank a participation or participations in the Bank’s rights and obligations hereunder and under the Basic Documents.
“Patriot Act” has the meaning set forth in Section 9.20 hereof. “Person” means an individual, a firm, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. “Pledged Revenues” means Available Wastewater Enterprise Revenues and other amounts described in Section 6.01 of the Issuing and Paying Agent Agreement. “Prime Rate” means, for any day, the rate of interest announced or otherwise established by the Bank from time to time as its prime commercial rate as in effect on such day, with any change in the Prime Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be the Bank’s best or lowest rate). Any change in the Prime Rate shall take effect on the date specified in the publication or announcement of such change. Each determination of the Prime Rate by the Bank will be conclusive and binding on the Commission absent manifest error. Notwithstanding anything herein to the contrary, if the Prime Rate determined as provided above would be less than zero percent (0.0%), then the Prime Rate shall be deemed to be zero percent (0.0%).
“Principal Component” in respect of any Advance, means the portion of such Advance equal to the principal amount of Commercial Paper Notes paid with the proceeds of such Advance. “Prior Resolutions” has the meaning set forth in the recitals hereof. “Proceedings” has the meaning set forth in Section 9.14(c) hereof. “Proposition E” means the measure approved by the voters of the City on November 5, 2002, which among other things, authorized the Commission to issue revenue bonds, including notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board.
“Qualified Dealer” means, initially, only Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and US Bancorp Investments, Inc. and the other Dealers on the list set forth in Exhibit M hereto on the Effective Date, and thereafter any other Dealer approved in writing by the Bank to act as dealer for Subseries A-8 Notes and Subseries A-8-T Notes, which approval shall not be unreasonably withheld or delayed.
“Quarterly Date” means the last Business Day of each March, June, September or December.
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“Rating Agency” means either Moody’s or S&P.
“Rating Agencies” means Moody’s and S&P.
“Request for Advance” means a written request for an Advance substantially in the form of Exhibit C hereto.
“Resolution No. 06-0164” has the meaning set forth in the recitals to this Agreement. “Resolution No. 11-0197” has the meaning set forth in the recitals to this Agreement. “Resolution No.14-0139” has the meaning set forth in the recitals to this Agreement. “Resolution No. 17-0086” has the meaning set forth in the recitals to this Agreement. “Resolution No. 24-0193” has the meaning set forth in the recitals to this Agreement. “Resolution No. 378-14” has the meaning set forth in the recitals to this Agreement. “Resolutions” means, collectively, the Prior Resolutions and the Authorizing Resolution. “Revenues” has the meaning set forth in the Wastewater Bonds Indenture. “Revolving Note” has the meaning set forth in Section 2.1(d) hereof. “Risk-Based Capital Guidelines” means (i) the risk -based capital guidelines in effect in the United States, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any amendments to such regulations
“Sale Price” has the meaning set forth in Section 2.5(b) hereof. “Senior Debt” means the Senior Lien Wastewater Bonds, Subordinated Wastewater Bonds, Parity Loans and any additional bonds, notes or other Debt ((i ) other than (A ) Debt described in clauses (b) and (g) of the “Debt” and (B) termination payments under Swap Contracts as described in clause (d) of the definition of “Debt”, (ii ) with respect to leases described in clause (c) of the definition of “Debt,” only those 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 Advances, the Term 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 Advances, the Term 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; -15-
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. “Series A-1 Notes” has the meaning set forth in the recitals. “Series A-2 Bank Note” means the bank note issued pursuant to the Series A-2 Reimbursement Agreement.
“Series A-2 Notes” has the meaning set forth in the recitals. “Series A-2 Reimbursement Agreement” has the meaning set forth in the recitals. “Series A-3 Notes” has the meaning set forth in the recitals. “Series A-4 Liquidity Agreement” has the meaning set forth in the recitals. “Series A-4 Notes” has the meaning set forth in the recitals. “Series A-4 Revolving Note” means the revolving note issued pursuant to the Series A-4 Liquidity Agreement.
“Series A-4 Term Note” means the term note issued pursuant to the Series A-4 Liquidity Agreement.
“Series A-5 Notes” has the meaning set forth in the recitals. “Series A-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.
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“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 (as of November __, 2025, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria).
“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, the United Nations Security Council, His Majesty’s Treasury of the United Kingdom, the European Union or any EU member state or who is otherwise the subject or target of Sanctions or (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person. “Sanction(s)” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S.

Department of State, the United Nations Security Council, His Majesty’s Treasury of the United Kingdom, the European Union or any EU member state.
“State” means the State of California.
“Subordinated Bonds No- Issuance Notice” has the meaning set forth in Section 2.13 hereof.
“Subordinated Wastewater Bonds” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Subordinated Wastewater Bonds Indenture” has the meaning set forth in the Issuing and Paying Agent Agreement.
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“Subseries A-8 Notes” has the meaning set forth in the recitals hereof. “Subseries A-8-T Notes” has the meaning set forth in the recitals hereof. “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 “Master Agreement” ), including any such obligations or liabilities under any Master Agreement. “Swap Policy and Guidelines” means the swap guidelines of the Commission as in effect on the date hereof, as such swap guidelines may be amended from time to time in accordance with the Issuing and Paying Agent Agreement, the Resolutions, and State laws, as applicable. “Taxes” has the meaning set forth in Section 2.12(a) hereof. “Term Loan” has the meaning set forth in Section 2.2(a) hereof. “Term Loan Date” has the meaning set forth in Section 2.2(a) hereof. “Term Note” has the meaning set forth in Section 2.2(c) hereof. “Termination Date” has the meaning set forth in Section 8.2(b) hereof. “US Bank Revolving Credit Agreement” has the meaning set forth in the recitals. “Wastewater Bonds Indenture” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Wastewater Enterprise” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Wastewater Enterprise Debt” means any Debt issued or incurred by the Commission and secured by or payable from Wastewater Enterprise Revenues, including any obligations of the -18-
Commission under any related reimbursement agreements or liquidity agreements or bank notes secured by or payable from Wastewater Enterprise Revenues. “Wastewater Enterprise Revenues” has the meaning ascribed to the term “Revenues” in the Wastewater Bonds Indenture.

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

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

ARTICLE II

ADVANCES AND LOANS
Section 2.1 Advances.
(a) Making of Advances; Use of Proceeds. Subject to the terms and conditions of this Agreement (including, without limitation, Section 3.2 hereof), the Bank agrees to make Advances from time to time on any Business Day during the Commitment Period in amounts not to exceed at any time the Available Commitment. Each Advance shall be made solely for the purpose of providing funds to pay the principal of and accrued interest on the Subseries A -8 Notes and Subseries A-8-T Notes on the respective maturity dates thereof to the extent that proceeds of other Subseries A-8 Notes or Subseries A-8-T Notes, as applicable, are not available therefor. Each Advance under this Section 2.1 sha ll 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 -19-
principal of and accrued interest on Commercial Paper Notes maturing on the date of such Advance. The aggregate Principal Component of all Advances made on any date shall not exceed the Available Principal Commitment on such date. The aggregate Interest Component of all Advances made on any date shall equal the lesser of (i ) the Available Interest Commitment on such date and (ii) the actual aggregate amount of interest, if any, accrued on the Commercial Paper Notes to be paid with the proceeds of such Advance.
(b) Reborrowing. Within the limits of this Section 2.1, the Commission may borrow in the form of Advances hereunder, pay or prepay outstanding Advances and Term Loans pursuant to Section 2.5 hereof and reborrow in the form of Advances under this Section 2.1.

Notwithstanding anything herein to the contrary, the Bank shall have no obligation to make an Advance if the sum of such Advance plus the aggregate principal amount of the outstanding Advances and Term Loans would exceed the 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 [11:00][11:15] 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 [1:30][1:45] 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 [11:00][11:15] 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 [1:30][1:45] 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. – [_______________]. Such account may be changed only by presentation to the Bank of a notice in form satisfactory to the Bank specifying a different account with the Issuing and Paying Agent and executed by the Issuing and Paying Agent and authenticated to the Bank’s satisfaction. (d) Revolving Note. All Advances shall be evidenced by one promissory note of the Commission, designated “Public Utilities Commission of the City and County of San Francisco Liquidity Facility Revolving Bank Note, Subseries A-8 and Subseries A-8-T” in substantially the form of Exhibit A hereto (the “Revolving Note”) to be issued on the Effective Date, payable to the Bank in a principal amount up to the amount of the Commitment on the Effective Date and interest on outstanding advances hereunder and otherw ise 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.
(e) Scheduled Repayments of Advances. (i) The portion of each Advance that constitutes the Interest Component shall be due and payable by the Commission on the earliest to occur of (A) the first Business Day of the month immediately succeeding the date on each Advance that constitutes the Interest Component, (B) the second Business day following the date such Advance is made and (C ) the Advance Due Date, in each case with interest to accrue on any such unpaid portion at the applicable Bank Rate until paid in full. -20-
(ii) The Principal Component of each Advance shall be repaid on the date such Advance is made; provided, that if on such date (A) no Default or Event of Default shall have occurred and be continuing and (B) the representations and warranties of the Commission set forth in Article VI hereof and in each of the other Basic Documents shall be true and correct in all material respects and deemed made on and as of such date, such Principal Component of such Advance shall be repaid on the Advance Due Date applicable to such Advance; provided further, that if the conditions to the making of the Term Loan set forth in Section 3.3 are satisfied on such Advance Due Date (but only with respect to clauses (a) and (b) thereof), 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) Interest. The Commission agrees to pay interest on the unpaid principal amount of the Principal Component of each Advance, subject to the terms of Section 2.4 hereof, from the date such Advance is made until the principal amount thereof is paid in full, at the Bank Rate , subject to the terms hereof ; 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 (but only with respect to clauses (a) and (b) thereof) (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. (b) Method of Borrowing. Upon receipt by the Bank of a notice signed by an Authorized Representative of the Commission requesting that the Bank make a Term Loan on a proposed Term Loan Date not earlier than five (5) Business Days after the date of such receipt, the Bank, subject to the terms and conditions of this Agreement, shall be deemed to make a Term Loan on such proposed Term Loan Date to the Commission in the principal amount specified in such notice, which shall be equal to the principal amount of the Advance maturing on such date. (c) Term Note. All Term Loans shall be evidenced by one promissory note of the Commission, designated “Public Utilities Commission of the City and County of San Francisco -21-
Liquidity Facility Term Bank Note, Subseries A-8 and Subseries A-8-T,” in substantially the form of Exhibit B hereto (the “Term Note”) to be issued on the Effective Date, payable to the Bank in a principal amount equal to the Commitment then in effect, plus all interest which accrue on any outstanding Term Loans and otherwise duly completed. All Term Loans made by the Bank and all payments and prepayments made on account of the principal of each Term Loan shall be recorded by the Bank on the schedule attac hed to the Term Note, it being understood, however, that failure by the Bank to make any such endorsement or any error therein shall not affect the obligations of the Commission hereunder or under the Term Note in respect of unpaid principal of and interest on the Term Loans.
(d) Scheduled Repayment of Term Loans. The principal of each Term Loan shall be repaid in installments during a period commencing on its Term Loan Date and terminating on the Amortization End Date (as in effect on such Term Loan Date). The principal installments for each Term Loan shall be due and payable on the first Quarterly Date that is at least ninety (90) days following the date of the related Advance, on each Quarterly Date thereafter and with the final installment being due and payable on or before the Amortization End Date and the principal amount of each said installment shall be derived by dividing the aggregate principal amount of such Term Loan by the total number of such payment dates. (e) Interest. The Commission shall pay interest on the unpaid principal amount of each Term Loan, subject to the terms of Section 2.4 hereof, from its Term Loan Date until the principal amount thereof is paid in full at the Bank Rate, subject to the terms hereof; provided, however, that at all times the interest rate payable on any Term Loan shall be subject to the provisions set forth in Section 2.4 hereof. Interest on each Term Loan shall be payable in arrears on the first Business Day of each calendar month and on the Amortization End Date. In addition, in the case of any prepayment of any portion of a Term Loan, interest on the portion so prepaid shall be payable on the date of such prepayment. The Commission’s obligations to repay each Term Loan and to pay interest thereon as provided herein shall be evidenced and secured by the Term Note, and the Commission shall redeem the Term Note on each date on which the Commission is required to make a principal payment on a Term Loan in an amount equal to the Term Loan payment due on such date and shall pay interest on the Term Note on each date on which the Commission is required to make an interest payment on a Term Loan.

Section 2.3. Interest on Overdue Amounts. If there shall have occurred and be continuing an Event of Default, any amount due hereunder or under the Fee Letter (including, without limitation, fees, commissions, expenses, an Advance, a Term Loan or, to the extent permitted by law, installments of interest thereon) shall bear interest, payable on demand, and subject to the terms of Section 2.4 hereof, from the date the same becomes due until such amount is paid in full at a fluctuating rate per annum equal to the Default Rate; provided, however, that at all times the Default Rate shall be subject to the provisions set forth in Section 2.4 hereof.

Section 2.4. Interest Rate Adjustment. If the amount of interest payable in respect of any Advance or Term Loan for any interest payment period ending on any interest payment date (as provided in Section 2.1(f) hereof with respect to Advances and Section 2.2(e) hereof with respect to Term Loans) calculated at the Formula Rate is less than the Maximum Interest Rate, then interest on such Advance or Term Loan shall for such period accrue and be payable at the Formula Rate. -22-
If the amount of interest payable in respect of any Advance or Term Loan for any interest payment period ending on any interest payment date calculated at the Formula Rate exceeds the amount of interest that would be payable for such period had interest been calculated at the Maximum Interest Rate, then interest on such Advance or Term Loan shall for such period accrue and be payable in an amount calculated on the basis of the Maximum Interest Rate. The difference between (a ) the amount of interest which would have accrued and been payable on Advances or Term Loans for any interest payment periods at the Formula Rate (calculated without regard to the immediately preceding sentence) and (b) the amount of interest that did accrue and become payable as provided in the immediately preceding sentence is herein referred to as the “Excess Interest Amount.” The Bank shall calculate and notify the Commission promptly in writing of the Excess Interest Amount, as the same is determined from time to time; provided, that the failure of the Bank to so notify the Commission shall not affect the accrual of or obligation of the Commission to pay such Excess Interest Amount. If there is an Excess Interest Amount, then each Advance and Term Loan shall for the current and each subsequent interest period (or portion thereof) bear interest at the Maximum Interest Rate until such time as the excess of (a ) the amount of interest accrued and payable thereon at such rate over (b ) the amount of interest that would have accrued and been payable at the Formula Rate equals the Excess Interest Amount; provided, that upon termination of this Agreement, in consideration for the limitation of the rate of interest otherwise payable hereunder, the Commission shall pay, to the extent permitted by law, the Bank a fee equal to the amount of all unpaid Excess Interest Amount.

Section 2.5. Prepayments of Advances and Loans.
(a) Optional Prepayment. On any Business Day upon not less than one (1) Business Days’ notice, the Commission may prepay or cause to be prepaid, without penalty, any Advance or Term Loan either in whole or in part in a principal amount equal to $500,000 and integral multiples of $ 500,000 in excess thereof by paying to the Bank (i ) the principal amount of the Advance or Term Loan, or portion thereof, being prepaid plus (ii ) accrued and unpaid interest on such principal amount.
(b) Mandatory Prepayment by Reason of Sales of Subseries A-8 Notes or Subseries A-8- T Notes. Simultaneously with the sale of any Subseries A-8 Notes or Subseries A-8-T Notes while any Advances or Term Loans are outstanding, the Commission shall be obligated (i ) first, to pay the principal of Subseries A -8 Notes or Subseries A -8-T Notes maturing on such date and (ii) second, to (A ) prepay Advances or Term Loans in a principal amount equal to the principal amount of Subseries A-8 Notes or Subseries A-8-T 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 thereon, prior to or simultaneously with the sale of any Subseries A -8 Notes or Subseries A-8-T Notes, (i) the Commission shall use its best efforts to cause the Dealers to deliver to the Bank a written notice to the effect that (A) it is selling on the Business Day of such notice a specified principal amount of Subseries A -8 Notes or Subseries A -8-T Notes in excess of the principal amount of Subseries A-8 Notes or Subseries A-8-T Notes maturing on such date, (B ) it is delivering to the Issuing and Paying Agent for the account of the Bank on such Business Day by wire transfer a specified amount of immediately available funds which is equal to the principal amount of such Subseries A-8 Notes or Subseries A-8-T Notes in excess of the principal amount -23-
of Subseries A-8 Notes or Subseries A -8-T Notes maturing on such date (the “Sale Price”), and which constitutes proceeds of such sale, and (C ) such specified principal amount of Subseries A- 8 Notes or Subseries A -8-T Notes in excess of the principal amount of Subseries A -8 Notes or Subseries A-8-T Notes maturing on such date is being delivered to or upon the order of the Dealer in accordance with the Issuing and Paying Agent Agreement, and (ii) the Commission shall use its best efforts to cause the Dealers to pay to the Issuing and Paying Agent for the account of the Bank, by wire transfer of immediately available funds, the proceeds of the sale of such Subseries A-8 Notes or Subseries A-8-T Notes in excess of the principal amount of Subseries A-8 Notes or Subseries A-8-T Notes maturing on such date in an amount equal to the Sale Price which shall be applied first, to the prepayment of principal of outstanding Term Loans, second, to the extent sufficient therefore and not otherwise provided for by the Commission, to the payment of interest accrued on such principal amount of Term Loans prepaid, third, to the extent sufficient therefore and not otherwise provided for by the Commission, to the payment of the principal on all outstanding Advances and fourth, to the extent sufficient therefore and not otherwise provided for by the Commission, to the payment of interest accrued on such principal amount of Advances prepaid. Effective immediately upon the receipt by the Bank of the notice referred to in clause (i) above and notification of the Federal funds wire transfer reference numbers with respect to the Sale Price and any transfer of funds from the Commission, the Available Commitment shall be reinstated by an amount equal to the principal amount of the Advances and/or Term Loans prepaid; provided, however, that at any time the Bank may, by written notice to the Commission, require that such reinstatement shall occur only upon actual receipt of payments in respect of the Advances or Term Loans to be repaid. In the event that the proceeds of any sale of Subseries A -8 Notes or Subseries A-8-T Notes in excess of the principal amount of Subseries A -8 Notes or Subseries A- 8-T Notes maturing on such date are not received from the Dealers or are received in an amount less than the Sale Price thereof (net of any amount already provided by the Commission pursuant to this Section 2.5(b)), the Commission shall pay to the Bank, within three (3) Business Days of the Bank’s demand therefor, an amount equal to the amount of such proceeds or such deficiency. (c) General Provisions. Term Loans and Advances shall be prepaid in the order in which made. In the case of a partial prepayment of any Term Loan or an Advance, the installments thereof shall be prepaid in the inverse order of their due dates unless otherwise specified by the Commission.

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

The Commission shall provide thirty (30) days’ prior written notice to the Bank of such termination by delivering to the Bank a certificate in substantially the form of Exhibit E hereto except that, in the case of any termination as provided in Section 9.12(a) hereof, the delivery of such a certificate shall not be required. The Commission may from time to time reduce the amounts of the Commitment and the Available Commitment by delivering to the Bank a certificate in substantially the form of Exhibit E he reto 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. -24-
Section 2.7. Increased Costs. (a) Increased Costs Generally. If any Change in Law:
(i) imposes, modifies or deems applicable any reserve, liquidity ratio, special deposit, insurance premium, fee, financial charge, monetary burden, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account or advances, loans or other credit extended or participated in by, the Bank or any or funding any Advance hereunder or issuing or maintaining a Term Loan, or complying with any term of this Agreement, or against assets held by, or deposits with or the ac count of, the Bank or such Participant;
(ii) subjects the Bank or any Participant to any Tax of any kind whatsoever with respect to this Agreement, the Revolving Note and Term Note, or the Fee Letter or changes the basis of taxation of payments to the Bank or such Participant in respect (except for Taxes or Other Taxes covered by Section 2.12 and the imposition or any change in the rate of, any Excluded Tax payable by the Bank or any Participant); (iii) subjects credits or commitments to extend credit extended by the Bank or Participant to any assessment or other cost imposed by the Federal Deposit Insurance Corporation or any successor thereto; or
(iv) imposes on the Bank or any Participant any other condition, cost or expense affecting this Agreement, the Revolving Note and Term Note, or the Fee Letter ; and the result of any of the foregoing is to increase the cost to the Bank or such Participant related to funding any Advance hereunder or issuing or maintaining a Term Loan or its participation therein, as the case may be, or to reduce the amount of any s um received or receivable by the Bank or such Participant hereunder, under the Revolving Note and Term Note or under the Fee Letter (whether of principal, interest or any other amount), then, upon written request of the Bank or such Participant as set forth in paragraph (c) of this Section, the Commission shall promptly pay to the Bank or such Participant, as the case may be, such additional amount or amounts as will compensate the Bank or such Participant, as the case may be, for such additional costs incurred or reduction suffered. (b) Capital Requirements. If the Bank or any Participant determines that any Change in Law affecting the Bank or such Participant or the Bank’s or such Participant’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Bank’s or such Participant’s capital or liquidity or on the capital or liquidity of the Bank’s or such Participant’s holding company, if any, as a consequence of this Agreement, the Revolving Note, the Term N ote, or the Fee Letter , to a level below that which the Bank or such Participant or the Bank’s or such Participant’s holding company could have achieved but for such Change in Law (taking into consideration the Bank’s or such Participant’s policies and the policies the Bank’s or such Participant’s holding company with respect to capital adequacy), then from time to time, upon written request of the Bank or such Pa rticipant as set forth in paragraph (c) of this Section, the Commission will pay to the Bank or such Participant such additional amount or as will compensate the Bank or such Participant or the Bank’s or such Participant’s holding for any such reduction suffered. Notwithstanding the foregoing, the amount that any Participant be entitled to receive under this Section 2.14(b) will in no event exceed the amount that would have -25-
been entitled to receive under this Section 2.14(b) had such Participant’s funding obligation been a direct obligation of the Bank.
(c) Certificates for Reimbursement. A certificate of the Bank or a Participant setting forth the amount or amounts necessary to compensate the Bank or such Participant or the Bank’s or such Participant’s parent or holding company, as the case may be, as specified in paragraph (a) (b) of this Section and delivered to the Commission, will be conclusive absent manifest error.

Commission shall pay the Bank or such Participant, as the case may be, the amount shown as due any such certificate within thirty (30) days after receipt thereof. The Bank’s and each Participant’s parent or holding company or any corporation controlling the Bank and/or any such Participant shall have the same rights and benefits against the Commission under this Section 2.7 as it would have had if such parent or holding company or any corporation controlling the Bank and/or any such Participant were the Bank or Participant, as applicable, hereunder; provided, that increased costs incurred by the Bank’s and each Participant’s parent or any corporation controlling the Bank and/or any such Participant shall be without duplication of any increased costs incurred by the Bank and/or any such Participant.
(d) Delay in Requests. Failure or delay on the part of the Bank or any Participant to demand compensation pursuant to this Section will not constitute a waiver of the Bank’s or such Participant’s right to demand such compensation; provided that the Commission is not required compensate the Bank or such Participant pursuant to this Section for any increased costs incurred reductions suffered more than one hundred eighty (180) days prior to the date that the Bank or Participant, as the case may be, notifies the Commission of the Ch ange in Law giving rise to increased costs or reductions, and of the Bank’s or such Participant’s intention to claim therefor (except that (i) if the Change of Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty day period referred to above will be extended to include period of retroactive effect thereof and (ii ) if the Bank or any such Participant had no actual knowledge of the action resulting in such increased costs as of the date six months prior to the date notice to the Commission, then the six-month period referred to above will not apply). (e) Survival. Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and obligations of the Commission contained in this Section will survive the termination of this Agreement, the Fee Letter and the Revolving Note and the Term Note and the payment in full of the Revolving Note and Term Note and the obligations of the Commission thereunder and hereunder.

Section 2.8. Security. Notwithstanding any other provision of this Agreement or any other Basic Document to the contrary, all obligations to the Bank under this Agreement, including, without limitation, the Revolving Note and the 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 such account as may be designated by the Bank in -26-
writing to the Commission and the Issuing and Paying Agent from time to time, and including details of the payment, 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 payable by the Commission hereunder shall be made on the basis of a year of 365 days 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 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 fullest extent permitted by law, any and all payments by or on account of any obligation of 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 franchi se taxes imposed in lieu of net income taxes) by the jurisdiction of the Bank’s or Participant’s applicable lending office or any political subdivision thereof (all such non- excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Commission shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Fee Letter or under the Revolving Note or the Term Note, then, to the extent permitted by law , (i) the sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including those applicable to additional sums payable under this Section 2.12) the Bank or Participant receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii ) the Commission shall make such withholdings or deductions and (iii) the Commission shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law. Notwithstanding anything to the contrary contained herein, the Commission shall not be required to pay any additional amount in respect of withholding of United States Federal income taxes pursuant to this Section to the extent such withholding is required because the Bank or Participant has failed to submit any form or certificate that it is entitled to submit under applicable law to qualify for an exemption from such withholding. If the Commission shall make any payment pursuant this Section 2.12 to -27-
or for the benefit of the Bank with respect to Taxes and if the Bank shall claim any credit or deduction for such Taxes against any other taxes payable by the Bank to any taxing jurisdiction in the United States then the Bank shall pay to the Commission an amount equal to the amount by which such other taxes are actually reduced; provided that the aggregate amount payable by the Bank pursuant to this sentence shall not exceed the aggregate amount previously paid by the Commission with respect to such Taxes.
(b) In addition, to the extent permitted by law, the Commission agrees to pay any present or future stamp or documentary taxes, charges or similar levies that arise under the laws of the United States of America, the State of New York, the State or any other taxing jurisdiction from any payment made or received hereunder, under the Fee Letter or received under the Revolving Note or the Term Note or from 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.
(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 Com mission 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 Subseries A-8 Notes or Subseries A -8-T Notes then outstanding and to be permanently reduced further on the maturity date of each such Subseries A-8 Note or Subseries A-8-T Note by an amount equal to the principal amount of such Subseries A -8 Note or Subseries A-8-T Note with the Commitment -28-
to be terminated upon the last maturity date applicable to all such Subseries A-8 Notes or Subseries A-8-T Notes. Following receipt of a Subordinated Bonds No- Issuance Notice, the Commission shall not issue any additional Subseries A-8 Notes or Subseries A-8-T Notes. (b) Timing of Subordinated Bonds No- Issuance Notice. A Subordinated Bonds No-Issuance Notice that is received by the Commission at or before 3:00 p.m. ( New York City time) shall be effective when received. A Subordinated Bonds No-Issuance Notice that is received by the Commission after 3:00 p.m. (New York City time) shall not be effective until the opening of business on the next succeeding Business Day.
(c) Copies of Notices. Concurrently with the occurrence of a Subordinated Bonds No-Issuance Notice pursuant to clause (a) of this Section 2.13, the Commission shall give notice to the Issuing and Paying Agent and the Dealers.

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

ARTICLE III

CONDITIONS PRECEDENT
Section 3.1. Conditions Precedent to Effectiveness . This Agreement shall become effective on the date (the “Effective Date” ) that each of the following conditions precedent has been fulfilled to the satisfaction of the Bank and counsel to the Bank (such date being hereby designated as November __, 2025):
(a) Opinions. The Bank shall have received (i) an opinion of the City Attorney of the City dated the Effective Date and addressed to the Bank (or on which the Bank may rely) to the effect that (A) the Commission is duly organized and validly existing as a commission of the City pursuant to the Charte r with full legal power and authority to execute this Agreement, the Fee Letter and the other Basic Commission Documents to which it is a party and to issue the Commercial Paper Notes; (B) this Agreement, the Fee Letter and the other Basic Commission Documents to which it is a party are valid and binding agreements of the Commission enforceable against the Commission in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights, to general principles of equity and to limitations on remedies against public agencies; (C) no authorization, approval, consent or order of any agency or body having jurisdiction over the Commission is required which has not been obtained; (D) the issuance of the Co mmercial 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 conflict with any material law or agreements to which the Commission is a party, or ca use a default under any material documents to which the Commission is a party; and (E) no litigation is pending or threatened against the -29-
Commission threatening its existence or power, the ability to issue the Commercial Paper Notes or to enter into and perform its obligations under this Agreement, the Fee Letter and the other Basic Commission Documents to which it is a party, or in which a final adverse decision could materially adversely affect the business, operations or financial condition of the Commission, each such opinion (or, in lieu thereof, a reliance letter) to be addressed to the Bank, dated the Effective Date and in form and substance satisfactory to the 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 Charte r with full legal power and authority to execute this Agreement, the Fee Letter and the other Basic Commission Documents and to issue the Commercial Paper Notes, the Revolving Note and the Term Note; and (2) this Agreement, the Fee Letter and the other Basic Commission Documents are valid and binding agreements of the Commission enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights, to general principles of equity and to limitations on remedies against public agencies and (B) a no adverse effect opinion rendered by Bond Counsel addressed to the Bank or a reliance letter addressed to the Bank with respect to such opinion to the effect that the substitution of an Alternate Facility will not, in and of itself, adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Commercial Paper Notes or for State of California income tax purposes and (iii) a legal opinion from Chapman and Cutler LLP, special counsel to the Bank, addressed to the Bank, dated the Effective Date and in form and substance satisfactory to the Bank. (b) Documents. The Bank shall have received executed copies of this Agreement, the Fee Letter, the City Legislation, the Authorizing Resolution, the Resolutions, the Issuing and Paying Agent Agreement, the Dealer Agreements, and the original Revolving Note and the Ter m 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 Lo an 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 t he same force and effect as if made on and as of such date.
(d) No Litigation. No action, suit, investigation or proceeding shall be pending or, to the knowledge of the Commission, threatened (i) in connection with the Commercial Paper Notes, the other Basic Documents, the Fee Letter or this Agreement or any transactions contemplated thereby or hereby or (ii) against or affecting the Commission, the result of which could have a material adverse effect on the business, properties, operations or condition (financial or otherwise) of the Commission or its ability to perform -30-
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 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 therein 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 Documents and the transactions contemplated hereby and thereby, (ii) certified copies of the City Legislation and (iii) a certificate or certificates of one or more Authorized Representatives dated the Effective Date certifying to the accuracy of the statements made in Section 3.1(c), (d) and (e) hereof and further certifying the name, incumbency and signature of each individual authorized to sign this Agreement, the Fee Letter, the Revolving Note, the Term Note, 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, 2024, and internally prepared quarterly budget reports of the Commission for the most recent fiscal quarter end, and a copy of the current quarterly budgeting status report, if not previously provided. (i) Investment Policy and Guidelines. The Bank shall have received a copy of the current Investment Policy and Guidelines and other permitted investments, certified as of a recent date by an Authorized Representative, which shall be satisfactory to the Bank. (j) Swap Policy and Guidelines . The Bank shall have received a copy of the current Swap Policy and Guidelines and other permitted investments, certified as of a recent date by an Authorized Representative, which shall be satisfactory to the Bank. -31-
(k) Offering Memorandum . The Bank shall have received a copy of the Offering Memorandum.
(l) CUSIP and Rating for Revolving Note and Term Note. The Bank shall have received written confirmation that (a) a CUSIP number has been obtained from Standard and Poor’s CUSIP Services for each of the Revolving Note and the Term Note and (b) each of the Revolving Note and the Term Note (and their related CUSIP numbers) have been assigned a long-term rating of at least investment grade from any Rating Agency. (m) Subseries A-8 Notes or Subseries A-8-T Notes Rating. The Bank shall have received written confirmation that the Subseries A-8 Notes or Subseries A-8-T Notes have been rated “P-1” by Moody’s and “A-1” by S&P and that the underlying long-term credit ratings assigned to the Commission’s unenhanced Senior Lien Wastewater Bonds are rated at least “AA” by S&P and “Aa2” by Moody’s .
(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 269-24 Ordinance; and (ii) a certification from the San Francisco Planning Department that the facilities financed with such indebtedness will comply with applicable requirements o f the California Environmental Quality Act, as described in 269-24 Ordinance.
(o) Other Matters . The Bank shall have received such other statements, certificates, agreements, documents and information with respect to the Commission and matters contemplated by this Agreement as the Bank may request.

In addition, (A) the Bank shall have made a reasonable determination that, as of the Effective Date, no law, regulation, ruling or other action of the United States of America, the State of New York, the State or any other Governmental Authority or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Commission, the Issuing and Paying Agent, the Dealers or the Bank from fulfilling their respective obligations under t his 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 (a) the Bank shall have timely received a properly completed Request for Advance and (b) no Immediate Termination Event shall have occurred and no Suspension Eve nt 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 -32-
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 Loan Date a certificate of an Authorized Representative dated such Term Loan Date as to compliance with clauses (a) and (c) of this Section 3.3 to be substantially in the form of Exhibit I hereto.

A

RTICLE 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 referen ces 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 paid under this Agreement and the Fee Letter will be fully ear ned when due and nonrefundable when paid. The Fee Letter and this Agreement shall be construed as one agreement between the Commission and the Bank. -33-

ARTICLE V

OBLIGATIONS ABSOLUTE
Subject to Section 2.8 hereof, the obligations of the Commission, including, without limitation, to pay the Subseries A-8 Notes or Subseries A-8-T Notes, the Revolving Note and the Term Note and amounts payable hereunder and under the Fee Letter shall be unconditional and irrevocable, and shall survive the termination of this Agreement and shall be paid and performed strictly in accordance with the terms of this Agreement, the Fee Letter and such instruments (as the case may be) under all circumstances, including, without limitation, the following circumstances:
(a) any lack of validity or enforceability of this Agreement, the Fee Letter, the Commercial Paper Notes or any of the Basic Documents;
(b) any amendment or waiver of or any consent to departure from the terms of this Agreement, the Fee Letter, the Commercial Paper Notes or any of the Basic Documents;
(c) the existence of any claim, set -off, defense or other right which the Commission or any other person may have at any time against the Issuing and Paying Agent, the Bank or any Participant or any other person or entity, whether in connection with this A greement, the Fee Letter, the other Basic Documents or the transactions contemplated hereby or thereby or any unrelated transaction; (d) any demand, statement or any other document presented under this Agreement proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (e) any non-application or misapplication by the Issuing and Paying Agent, or otherwise of the proceeds of any Advance;
(f) payment by the Bank hereunder to the person entitled thereto against presentation of a Request for Advance which does not comply with the terms hereof; (g) the surrender or impairment of security for the performance or observance of any of the terms of this Agreement or any Basic Document; and (h) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.
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ARTICLE VI

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

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

Section 6.2. Authorization, Absence of Conflicts, Etc . The issuance of the Commercial Paper Notes and the execution, 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 Legal Requirements, including the Charter, or any order, writ, rule or regulation of any court or governmental agency or instrumentality binding upon or applicable to the Commission which violation would result in a material adverse impact on the Commission and (c) do not and will not conflict with, result in a violation of, or constitute a default under, any resolution, agreement or instrument to which the Commission is a party or by which the Commission or any of its property is bound.

Section 6.3. Binding Obligations; Security for Revolving Note and Term Note . (a) This Agreement, the Fee Letter, the Revolving Note, the Term Note and each of the other Basic Documents to which the Commission is a party, when executed by the parties hereto and thereto, will be, valid and binding obligations of the Commission (as suming due authorization and execution by the other parties thereto) enforceable against the Commission in accordance with their respective terms, except to the extent, if any, that the enforceability thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of the State or Federal government affecting the enforcement of creditors’ rights heretofore or hereafter enacted, (ii) the fact that enforcement may also be subject to the exercise of judicial discretion in appropriate cases and (iii) the limitations on legal remedies against public agencies of the State, if any.
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(b) The obligations hereunder, under the Fee Letter and under the Revolving Note and the Term Note are obligations secured by a first Lien on, and payable from, the Pledged Revenues, equally and ratably with any other series of Commercial Paper Notes, any other series or commercial paper notes secured by and payable from Pledged Revenues and any obligations under any credit or liquidity facility secured by and payable from Pledged Revenues supporting such other series of commercial paper notes secured by and payable from Pledged Revenues. (c) There is no pledge of or Lien on Wastewater Enterprise Revenues that ranks senior to the obligations hereunder, under the Fee Letter, the Revolving Note and the Term Note other than the Parity Loans, Senior Lien Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture and the Subordinated Wastewater Bonds issued pursuant to the Subordinated Wastewater Bonds Indenture.
(d) The Subseries A -8 Notes or Subseries A -8-T Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Revolving Note and the Term Note are revenue obligations, and are not secured by the taxing power of the Commission and shall be payable as to both principal and interest from, and shall be secured by a pledge (which pledge shall be effected in the manner and to the extent hereinafter provided) of, the Available Wastewater Enterprise Revenues. The Available Wastewater Enterp rise Revenues constitute a trust fund for the security and payment of the interest on and principal of the Commercial Paper Notes, including the Subseries A-8 Notes or Subseries A-8-T Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Revolving Note and the Term Note and all Parity Debt secured by the Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues are hereby pledged to the payment of the Subseries A-8 Notes or Subseries A-8-T Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Revolving Note and the Term Note without priority or distinction of one over the other. The pledge of Available Wastewater Enterprise Revenues herein made shall be irrevocable until all of the Subseries A -8 Notes or Subseries A-8-T Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Revolving Note and the Term Note and any Parity Debt secured by Available Wastewater Enterprise Revenues h ave 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 Parity Loans, Senior Lien Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture and Subordinated Wastewater Bonds issued pursuant to the Subordi nated Wastewater Bonds Indenture.
(e) No Senior State Loan remains unpaid or is otherwise outstanding. (f) No Subordinated Wastewater Bonds have been issued or are otherwise outstanding and the Commission will not issue Subordinated Wastewater Bonds without giving the Bank reasonable prior notice of its intent to issue Subordinated Wastewater Bonds.

Section 6.4. Governmental Consent or Approval . No consent, approval, permit, authorization or order of, or registration or filing with, any court or government agency, authority or other instrumentality not already obtained, given or made is required on the part of the -36-
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 Docu ment, have been or will be obtained prior to the delivery thereof.

Section 6.5. Absence of Material Litigation. Except as otherwise disclosed in writing to the Bank by the Commission prior to the Closing Date, 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 pe rformance 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, 2024 (the “2024 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 2024 Audited Financial Statements were prepared by KPMG LLP. The data on which such financial statements and budget reports a re based were true and correct. The audited financial statements of the Commission for fiscal year 2024 will be prepared by KPMG LLP or similar qualified independent auditing firm. The 2024 Audited Financial Statements and the budget reports present fairly the financial position of the Commission as of the date they purport to represent and the revenues, expenses and changes in fund balances and in financial position for the periods then ended. Since June 30, 2024, no material adverse change has occurred in the business, operations or condition (financial or otherwise) of the Commission, except as disclosed in writing to the Bank prior to the Effective Date, or otherwise disclosed in the Offering Memorandum.

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 o f 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 -37-
Commission is a party shall be effective to amend, modify or terminate the representations, warranties and definitions incorporated herein by this reference, without the prior written consent of the Bank.

Section 6.8. Accuracy and Completeness of Information. The Basic Documents and all certificates, financial statements, documents and other written information furnished to the Bank or on behalf of the Commission on or prior to the Effective Date in connection with the transactions contemplated hereby were, as of their respective dates, complete and correct in all material respects to the extent necessary to give the Bank true and accurate knowledge of the subject matter thereof and did not contain any untrue statement of a material fact and there are no fact s that the Commission has not disclosed in writing to the Bank that, individually or in the aggregate, could materially impair the ability of the Commission to perform its obligations under the Subseries A- 8 Notes or Subseries A -8-T Notes, the Revolving Note, the Term Note, this Agreement, the Fee Letter or the other Basic Documents . 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 any of the ot her 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 to result in a material adverse effect on the Commission’s obligations under this Agreement, the Fee Letter, the Revolving Note, the Term Note or 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 any of the other Basic Documents.

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 -38-
applicable to it, non-compliance with which might have a material adverse effect on the security for the Subseries A-8 Notes or Subseries A-8-T Notes and the obligations under this Agreement, the Fee Letter, the Revolving Note or the Term Note and the validity and enforceability of this Agreement and the other Basic Documents to which it is a party. In addition, no 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.

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 cleanup 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 Subseries A-8 Notes or Subseries A-8-T Notes, the Revolving Note, the Term Note or any of its obligations hereunder or under the Fee Letter.

Section 6.13. Tax Status of Interest on Commercial Paper Notes . The Commission represents to the Bank that it has not taken any action, and knows of no action that any other Person has taken, which would cause interest on the Subseries A -8 Notes to be includable in the gross income of the recipients thereof for Federal income tax purposes or which would cause interest on the tax-exempt Commercial Paper Notes to be includable in the gross income of the recipients thereof for State of California income tax purposes.

Section 6.14. Issuing and Paying Agent; Dealers . The Commission represents that U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) has been appointed the Issuing and Paying Agent for the Commercial Paper Notes.

Each Dealer is a duly appointed an d 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 Subseries A-8 Notes or Subseries A-8-T Notes, the Advances or the Term Loans will be used to extend credit to others for the purpose of purchasing or carrying any margin stock.

Section 6.16. ERISA. The Commission does not maintain or contribute to, and has not maintained or contributed to, any Employee Plan that is subject to Title IV of ERISA. -39-
Section 6.17 Liens. Both this Agreement and the Issuing and Paying Agent Agreement create a valid Lien on and pledge of the Pledged Revenues, subject only to the provisions of the Issuing and Paying Agent Agreement permitting the application thereof for purposes and on the terms and conditions set forth therein, the moneys and other property described in Article VI thereof to provide security for the payment of the principal of and interest on the Subseries A -8 Notes or Subseries A-8-T Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Revolving Note and the Term Note, and no filings, recordings, registrations or other actions are necessary to create or perfect such lien.

Section 6.18. Sovereign Immunity. The Commission is not entitled to immunity from legal proceedings to enforce this Agreement, the Fee Letter, the Revolving Note, the Term Note, the Subseries A-8 Notes, the Subseries A-8-T Notes or any other Basic Document (including, without limitation, immunity from service of process or immunity from jurisdiction of any court otherwise having jurisdiction) and is subject to claims and suits for damages in connection with its obligations under this Agreement, the Fee Letter, the Revolving Note, the Ter m Note, the Subseries A-8 Notes, the Subseries A-8-T Notes or any other Basic Document.

Section 6.19. City Business Days. Attached to this Agreement as Exhibit F is a complete and accurate list of the days that are legal holidays of the City for 2026, as well as any other day the City is authorized by law to be closed for official business during 2026.

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(1) hereof.

Section 6.22. Anti-Terrorism Laws; Anti -Corruption Laws; 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 Commission and its officers and employees and to the knowledge of the Commission its directors and agents, are in compliance with Anti -Corruption Laws and applicable Sanctions in all material respects. None of (a) the Commission or to the knowledge of the Commission any of its directors, officers or employees, or (b) to the knowledge of the Commission, any of its agents or any subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. The Commission is not in violation of any Anti -Terrorism Law nor does it engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

Section 6.23 Swap Contracts. The Commission has not entered into any Swap Contract secured by Wastewater Enterprise Revenues (a) wherein any termination payment thereunder is senior to or on a parity with the payment of the Subseries A-8 Notes or Subseries A-8-T Notes or -40-
the obligations or (b) which requires the Commission to post cash collateral to secure its obligations thereunder.

ARTICLE VII

COVENANTS
Section 7.1. Affirmative Covenants. As long as this Agreement is in effect, and until all amounts payable hereunder, the Fee Letter, the Revolving Note and the Term Note are indefeasibly paid in full, the Commission will perform and observe the covenants set forth below:
(a) Accounting and Reports. The Commission will maintain a standard system of accounting in accordance with GAAP consistently applied and furnish to the Bank:
(i) (i) as soon as practicable and, in any event, within two hundred forty (240) days after the end of each Fiscal Year of the Commission, 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 sta nding 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 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 amendment s 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 ot her financial reports or other written information distributed generally to holders of bonds or notes issued by the Commission;
(iii) within ten (10) days after the publication thereof, a copy of its Annual Budget for the next Fiscal Year and such additional period as may be covered by such Budget, which Budget shall include all obligations due hereunder, under the Fee Letter and i n connection with the Commercial Paper Notes, the Revolving Note and the Term Note; and
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(iv) with reasonable promptness, such other data regarding the financial position or business of the Commission or its property as the Bank may reasonably request from time to time.

As and to the extent that any financial statement, audit report or other filing described in Section 7.1(a) hereof has been filed in accordance with the terms thereof with any nationally recognized municipal securities information repository and with the Municipal Securities Rulemaking Board, or posted to the Commission’s website, as appropriate, and the Commission has provided written notice thereof to the Bank or notice is otherwise provided to the Bank, the requirements of Section 7.1(a) hereof with resp ect thereto shall be deemed satisfied.
(b) Access to Records. At any reasonable time and from time to time, during normal business hours and, unless and until an Immediate Termination Event, Suspension Event or Event of Default has occurred, on at least five Business Days’ notice, the Commission will permit the Bank or any of its agents or representatives to visit and inspect any of the properties of the Commission and the other assets of the Commission, to examine the books of account of the Commission (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Commission with, and to be advised as to the same by, its officers (except books and financial records the examination of which by the Bank is prohibited by law or by attorney/client privilege), all at such reasonable times and intervals as the Bank may reasonably request. (c) Compliance with Documents and Other Debt Documents; Operation and Maintenance of Wastewater Enterprise.
(i) The Commission will perform and comply with each covenant set forth in the Basic Documents and in any other authorizing document that shall be entered into by the Commission and created subsequent to the Effective Date with respect to the Commercial Paper Notes, the Senior Lien Wastewater Documents, the Subordinated Wastewater Bonds or any Parity Debt including, without limitation, each line of credit, letter of credit, bond insurance policy, surety bond or other form of credit or liquidity enhancement the Commission may provide in conjunction with the issuance of any Senior Lien Wastewater Bonds, Subordinated Wastewater Bonds and Parity Debt (the foregoing documents (exclusive of the Basic Documents) being referred to herein as “Other Debt Documents” ). By the terms of this Agreement, the Bank shall be a third party beneficiary of the covenants set forth in each of the Basic Documents, including each amendment and supplement to the foregoing, and in 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 -42-
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 to strictly enforce the obligations of the other parties to any of the Basic Documents and any Other Debt Documents, as well as each of the covenants set forth therein. The Commission shall give prior written notice to the Bank of any action referred to in this subparagraph (i). (ii) The Commission covenants that it will maintain and preserve the Wastewater Enterprise in good repair and working order at all times from the Wastewater Enterprise Revenues, available for such purposes, in conformity with standards customarily followed for municipal sanitary waste and storm water collection, treatment and disposal systems of like size and character. The Commission will from time to time make all necessary and proper repairs, renewals, replacements and substitutions to the properties of the Wastewater Enterprise, so that at all times business carried on in connection with the Wastewater Enterprise shall and can be properly and advantageously conducted in an efficient manner and at reasonable cost, and will operate the Wastewater Enterprise in an efficient and economical manner and shall not commit or allow any waste with respect to the Wastewater Enterprise.
(d) Defaults. The Commission shall notify the Bank of any Default or Event of Default of which the Commission has knowledge, as soon as possible and, in any event, within five (5) Business Days of acquiring knowledge thereof, setting forth the details of such Default or Event of Default and the action which the Commission has taken and proposes to take with respect thereto.
(e) Compliance with Laws . (i) The Commission shall comply in all material respects with all Legal Requirements binding upon or applicable to the Commission (including Environmental Laws) and material to this Agreement, the Fee Letter, the Revolving Note, the Term Note or any other Basic Documents. (ii) The Commission shall (A) comply with Anti-Corruption Laws and applicable Sanctions, and (B) provide such information and take such actions as are reasonably requested by the Bank in order to assist the Bank in maintaining compliance with anti- money laundering laws and regulations related to Anti-Corruption Laws and applicable Sanctions.
(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. (i) The Commission shall use the proceeds derived from the sale of the Commercial Paper Notes only for the purposes set forth in the Resolutions and for such other purpose or purposes as may be approved by the Bank. In addition, the Commission will not use, nor permit the use of, the proceeds of -43-
the Commercial Paper Notes, Advances or Term Loans to be applied in violation of Regulation U issued by the Board of Governors of the Federal Reserve System. (ii) In addition, the Commission shall not use, nor permit the use of, the proceeds of the Series A-8/A-8-T Notes or any Advance or Term Loan to be applied in violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions. (h) Litigation Notice. The Commission shall promptly give notice to the Bank of any action, suit or proceeding actually known to it at law or in equity or by or before any court, governmental instrumentality or other agency which, if adversely determined, would materially impair the ability of the Commission to perform its obligations under the Commercial Paper Notes, the Revolving Note, the Term Note, this Agreement, the Fee Letter or the other Basic Documents.
(i) Investment Policy and Guidelines. The Commission shall promptly notify the Bank in writing, not less than thirty (30) days after the Commission’s formal consideration thereof, of any change proposed to the Investment Policy and Guidelines, which proposed change would increase the types of 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, enhanced 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 substitution 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 -44-
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 i t deems prudent. Such insurance shall include casualty, liability and workers’ compensation and be in amounts and with deductibles and exclusions customary and reasonable for governmental entities of similar size and with similar operations as the Commission. The Commission shall, upon request of the Bank, furnish evidence of such insurance to the Bank. The Commission shall also procure and maintain at all times adequate fidelity insurance or bonds on all officers and employees handling or responsible for any Wastewater Enterprise Revenues or funds of the Wastewater Enterprise, such insurance or bond to be in an aggregate amount at least equal to the maximum amount of such Wastewater Enterprise Revenues or funds at any one time in the custody of all such officers and employees or in the amount of one million dollars ($1,000,000), whichever is less. 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 Subseries A-8 Notes and Subseries A -8-T Notes) in the event (A) the Bank shall decide not to extend the Commitment Expiration Date pursuant to Section 9.12(b) hereof, (B) an Event of Default has occurred and is continuing, (C) the Commission terminates the Commitment pursuant to Section 2.6 hereof or (D) the Bank declares all amounts due hereunder, the Fee Letter and under the Revolving Note and the Term Note shall immediately become due and payable. The Commission shall not cause an Alternate Facility to become effective with respect to less than all the Subseries A-8 Notes and Subseries A-8-T 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.
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(n) 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 Revolving Note and the Term Note as described in Section 6.3 hereof. (o) 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. (p) Pledge of Available Revenues. The Subseries A-8 Notes, the Subseries A- 8-T Notes and the obligations of the Commission under the Agreement, the Fee Letter, the Revolving Note and the Term Note are revenue obligations, and are not secured by the taxing power of the Commission and shall be payable as to both principal and interest from, and shall be secured by a pledge (which pledge shall be effected in the manner and to the extent hereinafter provided) of, the Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues constitute a trust fund for the security and payment of the interest on and principal of the Commercial Paper Notes, including the Subseries A-8 Notes, the Subseries A -8-T 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 , and the Commission grants a lien and charge thereon for the payment of the Subseries A-8 Notes, the Subseries A-8-T 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 and lien on Available Wastewater Enterprise Revenues herein made shall be irrevocable until all of the Subseries A-8 Notes, the Subseries A-8-T 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 Parity Loans, Senior Lien Wastewater Bonds issued pursuant to t he 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. -46-
(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 s ervices 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 such term is defined in the Wastewater Bonds Indenture) as they become due and payable (but not including any interest moneys for the payment of which have been deposited in the Interest Fund from the proceeds of any series of Bonds or from any other source).
(2) All other payments required for compliance with the terms of the Wastewater Bonds Indenture and of any Supplemental Indenture (as defined in the Wastewater Bonds Indenture) providing for the issuance of additional series of Bonds pursuant to Article III of the Wastewater Bonds Indenture.
(3) All other payments to meet any other obligations of the Commission which are charges, liens or encumbrances upon, or payable from, the Revenues.
(4) All current Operation and Maintenance Costs of the
Enterprise (but not including such Operation and Maintenance Costs of the Enterprise as are scheduled to be paid by the Commission from moneys other than Revenues, such moneys to be clearly available for such purpose). (B) In addition to the requirements 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, treatment and disposal services and facilities furnished by the Enterprise, which are reasonably expected to be at least sufficient to yield during such Fiscal Year Net Revenues (as such term is defined in the Wastewater Bonds I ndenture) (together with any fund balances of the Commission, which are available for Debt Service, but excluding the Bond Reserve Fund) equal to at least 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. -47-
(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 clau se (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 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 a nd which, if unpaid, might impair the security of the Commercial Paper Notes, when the same shall become due, but nothing herein contained shall require the Commission to pay any such tax, assessment or charge so long as it shall in good faith contest the validity thereof. The Commission will duly observe and conform with all valid material requirements of any governmental authority relative to the Wastewater Enterprise or any part thereof.
(t) Notice of Rating Change . The Commission shall use its best efforts to notify the Bank as soon as practicable of any suspension, reduction or withdrawal in the senior long-term rating of any debt or lease of the Commission secured by Wastewater Enterprise Revenues.
(u) Issuing and Paying Agent and Dealer.
(i) The Commission shall at all times maintain a Dealer with respect to the Subseries A-8 Notes and the Subseries A -8-T 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 Subseries A-8 Notes and the Subseries A-8-T Notes up to the maximum rate applicable to the Subseries A - 8 Notes and the Subseries A -8-T Notes in order to repay maturing Subseries A -8 Notes and the Subseries A -8-T Notes. Each Dealer Agreement shall provid e 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 -48-
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 Subseries A-8 Notes and the Subseries A- 8-T Notes. In the event that any material adverse change shall have occurred in the status of the financial condition of any Qualified Dealer or its ability to perform its obligations under the dealer agreement to which it is a party, the Commission shall promptly disqualify, and if it desires replace, such Qualified Dealer and appoint another Qualified Dealer with respect to the Subseries A-8 Notes and the Subseries A-8-T 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 Subseries A-8 Notes or the Subseries A -8-T Notes or fails to perform its duties) to be replaced with a Dealer reasonably satisfactory to the Bank within ninety (90) calendar days of the receipt of such written direction; provided that so long as the remaining Dealer(s) for the Subseries A-8 Notes and the Subseries A -8-T Notes are satisfactory to the Bank, it shall be sufficient for the Commission only to remove the Dealer that has been unable to sell rollover Subseries A -8 Notes or the Subseries A -8-T Notes or fails to perform its duties. Any successor Dealer (or any parent or affiliate of such Dealer shall have capital of not less than $500,000,000, and underlying ratings from Moody’s, S&P and Fitch of at least “A3” (or its equivalent), “A-” (or its equivalent) and “A-” (or its equivalent), respectively (unless, in each instance, the Bank in its discretion provides in writing an exception for a particular Dealer under specified circumstances).
(v) Maintenance of Ratings on Notes . The Commission shall at all times (i) maintain at least one short term rating on the Subseries A-8 Notes and Subseries A-8-T Notes by either Moody’s or S&P, (ii) maintain at least two ratings on long term unenhanced debt rating on Senior Debt from the Rating Agencies and (iii) cause at least one of Moody’s or S&P to maintain a long-term rating on each of the Revolving Note and the Term Note. (w) Defeasance of Subseries A -8 Notes and Subseries A -8-T Notes . In accordance with Section 9.05 of the Issuing and Paying Agent Agreement, the Subseries A-8 Notes and the Subseries A -8-T Notes shall not be deemed to have been paid in full, -49-
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 Subseries A -8 Notes and the Subseries A -8-T Notes either (i) shall have been made or caused to be made in accordance with the terms of the Subseries A-8 Notes, the Subseries A-8-T 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 Subseries A -8 Notes and the Subseries A-8-T Notes, that such defeasance will not, in and of itself, result in any rating then assigned to the Subseries A -8 Notes and the Subse ries A -8-T 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 Subseries A-8 Notes and the Subseries A-8-T Notes, including accrued interest thereon; provided that if payment of the principal of, and interest on the Subseries A -8 Notes and the Subseries A -8-T Notes is paid pursuant to (i) above, the Issuing and Paying Agent shall have received (x) a verification report from an independent firm of nationally recognized certified public accountants addressed to the Commission and the Issuing and Paying Agent, acceptable in form and substance to the Commission and the Issuing and Paying Agent verifying the sufficiency of the escrow established to pay the Subseries A -8 Notes and the Subseries A -8-T 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 Subseries A-8 Notes and the Subseries A-8-T Notes are no longer Outstanding under the Issuing and Paying Agent Agreement, a copy of which opinion shall be provided to any Rating Agency then rating the Subseries A -8 Notes and the Subseries A-8-T Notes. The Commission shall not defease the Revolving Note or Term Note without the prior written consent of the Bank.

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 o n (x) the ability of the Commission to pay when due the principal of or interest on the Subseries A- 8 Notes or Subseries A -8-T Notes and the obligations of the Commission under the Agreement, the Fee Letter, the Revolving Note and the Term Note or (y) the security, rights -50-
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, supple ment. 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 for egoing, 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 additi onal 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 Subseries A-8 Notes and Subseries A-8-T Notes (including the Revolving Note and the Term Note) outstanding at any time to exceed $150,000,000.00 (except as provided in Section 7.2(f) hereof); or permit the aggregate principal amount of all Subseries A-8 Notes and Subseries A-8-T 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. (1) Issue any Wastewater Enterprise Debt unless:
(i) such Wastewater Enterprise Debt will not exceed at any time any limitation set forth in the Constitution or other laws of the State, the Charter, the Ordinance, the Resolutions, any other resolutions adopted by the Commission, the City Legislation, the Wastewater Bonds Indenture or any supplement thereto or the Issuing and Paying Agent Agreement;
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(ii) for any Wastewater Enterprise Debt, both (x) the actual revenues of the Wastewater Enterprise for the most recently completed Fiscal Year and (y) projected revenues for the next three Fiscal Years following the issuance of such additional Wastewater Enterprise Debt are or will be sufficient to satisfy the covenant set forth in Section 7.1(q) hereof;
(iii) if such Wastewater Enterprise Debt consists of Senior State Loans, the Commission shall not issue any additional Senior State Loans; (iv) if such Wastewater Enterprise Debt consists of Senior Lien Wastewater Bonds, (1) the ratio of (A) Net Revenues for the most recent Fiscal Year for which audited financial statements are available, or any consecutive twelve calendar month period during the eighteen calendar month period prior to the issuance of such additional Senior Lien Wastewater Bonds to (B) Annual Debt Service for the current Fiscal Year, calculated as of the date of sale of, and including such additional Senior Lien Wastewater Bo nds will not be less than 1.25:1; or (2) the ratio of (A) Net Revenues projected by the Commission for each of the next three Fiscal Years as determined in Section 3.05(f)(i) of the Wastewater Bonds Indenture, and including in such projections amounts projected to be received from any adopted rate increases and fund balances of the Commission which are projected to be available for the payment of Debt Service (but excluding the Bond Reserve Fund), to (B) Annual Debt Service in each of such three Fiscal Year s, calculated as of the date of sale of and including such additional Senior Lien Wastewater Bonds, will not be less than 1.25:1 in each of such Fiscal Years. (v) Reserved.
(vi) if such Wastewater Enterprise Debt consists of additional Parity Loans, no Event of Default has occurred and is continuing under the Wastewater Bonds Indenture or any Supplemental Indenture (as defined in the Wastewater Bonds Indenture) (and no event has occurred which, but for the passage of time or the giving of notice, would constitute an Event of Default under the Wastewater Bonds Indenture or any Supplemental Indenture) and the Commission has delivered a Certificate to the Trustee setting forth for the next three Fiscal Years, determined on such date, (i) the Wastewater Enterprise Revenues, Operation and Maintenance Costs of the Wastewater Enterprise and Net Revenues and (ii) the Annual Debt Service (assuming the delivery of the Parity Loans), and demonstrating that the estimated Net Revenues (together with any fund balances of the Commission, which are available for Debt Service, but excluding the Bond Reserve Fund), in each of such Fiscal Years is at least equal to 1.25 times the Annual Debt Service in each of such Fiscal Years;
(vii) if such Wastewater Enterprise Debt consists of Commercial Paper Notes or Parity Notes, the aggregate principal amount of such Commercial Paper Notes and Parity Notes and any amounts outstanding under the Bank Note and any bank notes related to Parity Notes outstanding does not exceed $[1,250,000,000]; -52-
(viii) the issuance of Parity Debt will not result in the creation of a Lien on the Pledged Revenues that is senior to the Lien securing the Commercial Paper Notes or the obligations under the Agreement, the Fee Letter , the Revolving Note and the Term Note; and
(ix) no Default or Event of Default shall have occurred and be continuing hereunder as a result thereof.
(x) any Parity Debt shall be issued in compliance with Section 5.07 of the Issuing and Paying Agent Agreement; and 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.
(2) 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 and the Revolving Note, the Term Note other than Parity State Loans, Senior Lien Wastewater Bond s and Subordinated Wastewater Bonds.
(g) Use of Bank’s Name . The Commission shall not include in an offering document for the Commercial Paper Notes any information concerning the Bank (other than identifying the Bank as a party to this Agreement and as the provider of the liquidity facility for the Subseries A-8 Notes and the Subseries A-8-T Notes) that is not supplied in writing, or otherwise consented to in writing, by the Bank expressly for inclusion therein.

Except as may be required by law (including, but limited to, federal and state securities laws), the Commission shall not use the Bank’s name in any published materials (other than the Commission’s staff reports, annual statements, audited financial statements, rating agency presentations) without the prior written consent of the Ba nk (which consent shall not be unreasonably withheld); provided that, without the prior written consent of the Bank, the Commission may identify the Bank as a party to this Agreement and as the provider of the liquidity facility for the Subseries A -8 Notes and the Subseries A -8-T Notes, the Commitment, the Commitment Expiration Date and that the Commission’s obligations under this Agreement are secured by Pledged Revenues, in offering documents with respect to the Senior Debt, so long as no other information relating to the Agreement, the Fee Letter or the Bank is disclosed in such offering documents without the prior written consent of the Bank.
(h) Arbitrage Bonds; Tax -Exempt Status. It is the intent of the Commission that it shall not invest the proceeds of the Subseries A-8 Notes in any way that would violate the Code or cause the Subseries A -8 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 Subseries A-8 Notes from gross income of the holders thereof for Federal income tax purposes.
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(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 excluding Debt Service Reserve Debt) (each, a “Bank Agreement” ), which such Bank A greement (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 effective date of the related Bank Agreement). 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 t he 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 Subseries A-8 Notes and Subseries A-8-T Notes shall have been confirmed by each Rating Agency then rating the Subseries A-8 Notes and Subseries A-8- T Notes and (b) such amendment shall only become effective on a date on which all Subseries A-8 Notes and Subseries A-8-T Notes have matured (and the Commission shall (x) use its best efforts to cause any Subseries A -8 Notes and Subseries A -8-T 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 Subseries A-8 Notes and Subseries A -8-T 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 Subseries A-8 Notes and Subseries A-8-T 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 Subseries A-8 Notes and Subseries A-8-T Notes have been confirmed by each Rating Agen cy then rating the Subseries A -8 Notes and Subseries A-8-T Notes and (b) such amendment shall only become effective on a date on which all Subseries A -8 Notes and Subseries A -8-T Notes have matured (and the Commission shall (x) use its best efforts to cause any Subseries A -8 Notes and Subseries A-8-T 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 Subseries A -8 Notes and Subse ries A -8-T 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 Subseries A -8 Notes and Subseries A-8-T Notes after such date with the amendments)).
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(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 , and Liens which could not reasonably be expected to materially adversely affect the interests, rights, remedies or security of the Bank under this Agreement and the Revolving Note or Term Note.
(k) Sovereign Immunity. Assert the defense of any future right to sovereign immunity in a legal proceeding to enforce or collect upon the obligations of the Commission under this Agreement, the Fee Letter, the Term Note or the Revolving Note or the transactions contemplated hereby.
(l) Commitment. Permit the sum of (i) aggregate principal amount of all Subseries A -8 Notes and Subseries A -8-T 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 t he 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. Notwithstanding the foregoing, so long as the Commission remains in compliance with Section 7.1(q) of this Agreement, the Commission is able to provide any program of fees, rates and charges applicable to the services and facilities furnished by the Wastewater Enterprise (including, but not limited to, the Commission’s Customer Assistance Program, Low -Income Non- Profit Housing Program and Community Housing Program).
(n) Swap Termination Payments . (i) Permit any Lien on Pledged Revenues securing any termination payments with respect to any Swap Contract to be secured on basis senior to or on a parity with the Commercial Paper Notes, the Term Note and the Revolving Note, or (ii) which requires the Commission to post cash collateral to secure its obligations thereunder.
(o) Use of Proceeds . (i) Use the proceeds of any credit extension, 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 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 inconsi stent 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 -55-
the Revolving Note for any purpose other than as provided for in the Resolutions and not in contravention of applicable law.
(ii) The Commission shall not use, and shall require that its directors, officers, employees and agents shall not use, the proceeds of the any Advance, Term Loan or other credit extension (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
(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 revenu es of said other entity or enterprise in a manner that will, or shall otherwise, preserve the Lien upon the Available Wastewater Enterprise Revenues for the payment of the Subseries A-8 Notes and Subseries A -8-T Notes and the Revolving Note and the Term Note provided in Section 7.1(p) hereof, and shall have obtained an opinion of counsel from a firm nationally recognized in the practice of tax-exempt financing that such merger will not, in and of itself, (i) affect the exclusion from gross income of the interest on the Subseries A -8 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 merge r, the Commission shall provide written notice thereof to the Bank and shall deliver a copy of the aforementioned opinion to the Bank.
(q) Commercial Paper Notes . Permit any Commercial Paper Note issued pursuant to Resolutions or the Issuing and Paying Agent Agreement to mature more than two hundred seventy (270) days after the date of issuance or after the Stated Expiration Date.

A

RTICLE VIII

EVENTS OF DEFAULT, REMEDIES
Section 8.1. Events of Default. Each of the following events shall constitute an “Event of Default” hereunder:
(a) Immediate Termination Events. The following Events of Default each shall constitute an “Immediate Termination Event” hereunder:
(i) Payments. The Commission shall 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; -56-
(ii) Invalidity. (A) Any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A-8 Note or Subseries A-8-T Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A-8 Notes and Subseries A-8-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenue s, shall at any time, and for any reason, cease to be valid and binding on the Commission, or shall be declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (B) an Authorized Representative of the Commission (i) publicly contests or contests in writing any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A -8-T Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A -8 Notes and Subseries A -8-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues or (ii) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A -8-T Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A -8 Notes and Subseries A -8-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (C) the State or the Commission shall have taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A-8-T Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A-8 Notes and Subseries A-8-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (D) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A-8-T Note, the Issuing and Paying Agent Agreement, the City Legislation or the Resolutions shall find or rule, in a j udicial or administrative proceeding, that any provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A -8-T 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 Subseries A-8 Notes and Subseries A -8-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, is not valid or not binding on, or enforceable against, the Commission; -57-
(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 or comparable extraordinary restriction 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 fore going; 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 Parity Debt of the Commission and/or the Subseries A-8 Notes and Subseries A -8-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan; or all, or any substantial part, of the property of the Commission or the City and County of San Francisco shall be condemned, seized, or otherwise appropriated, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding shall be instituted by or against the Commission or the City and County of San Francisco (or any action shall be taken to authorize or effect the institution by it of any of the foregoing) and if instituted against it, shall be consented to or acquiesced in by it, or shall not be dismissed within a period of sixty (60) days;
(iv) Cross-Default to Senior Debt or Parity Debt. The Commission shall fail to pay, when due and payable, any principal of or interest on any Senior 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 Paper Notes or Other Commercial Paper Notes (but excluding the interest on Commercial Paper Notes or Other Commercial Paper Notes issued by or on behalf of the Commission so long as the payment of such interest is supported by a third-party liquidity facility or a third-party credit facility);
(vi) Unsatisfied Judgments. A final, nonappealable, judgment or order for the payment of money in excess of $15,000,000 individually or in the aggregate, shall be rendered against the Commission and payable from Pledged Revenues and such judgment or order shall continue unsatisfied and unstayed for a period of sixty (60) days;
(vii) Ratings. The long- term credit ratings assigned by Moody’s and S&P (in each case to the extent then providing a rating) to unenhanced Parity Debt, unenhanced Subordinated Wastewater Bonds or unenhanced Senior Debt shall be -58-
(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 Agreeme nt and the other Basic Documents to which it is a party related to pay principal of or interest on the Subseries A-8 Notes and Subseries A -8-T Notes, the Revolving Note, the Term Note, any Advance or any Term Loan and Senior Debt or any Parity Debt. (b) Representations Untrue . Any 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 respect when made or deemed to have been made.
(c) Certain Covenant Defaults . The Commission shall default in the due performance or observance of any term, covenant or agreement contained in clause (c), (d), (f), (g), (m)(ii), (u)(ii) or (u)(iii) of Section 7.1 or in Section 7.2 hereof. (d) Other Covenant Defaults . The Commission shall default in the due performance or observance of any term, covenant or agreement contained herein (other than those covered by clause (a)(i) or (c) of this Section 8.1) and such default, if capable of being remedied, shall remain unr emedied for thirty (30 day s) after the earlier to occur of (i) written notice thereof shall have been given to the Commission by the Bank or (ii) an Authorized Representative of the Commission has actual knowledge thereof. (e) Other Invalidity. (i) Any material provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A-8 Note or Subseries A-8-T 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, including, without limitation, as the result of a final nonappealable judgment by any federal or state court or as a r esult of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (ii) an Authorized Representative of the Commission (A) contests any material provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A-8 Note or Subseries A -8-T Note, the Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in Section 8.1(a)(ii) hereof) or (B) repudiates or otherwise denies in writ ing that it has any further liability or obligation under or with respect to any material provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A-8 Note or Subseries A-8-T Note, the Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee -59-
Letter (other than a provision referred to in Section 8.1(a)(ii) hereof); or (iii) the State or the Commission shall have taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any material provision of relating to the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A -8-T Note, the Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referr ed to in Section 8.1(a)(ii) hereof); (iv) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, this Agreement, the Revolving Note, the Term Note, any Series A¬4 Note, the Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter shall find or rule, in a judicial or administrative proceeding, that any material provision of the Charter, this Agreement, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A-8-T 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 Subseries A-8 Notes and Subseries A-8-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan. (f) Other Cross- Defaults. The Commission shall fail to pay when due and payable (i) any principal of or interest on any Debt (other than Senior Debt or Parity Debt) in excess of $10,000,000 of the Commission and such failure shall continue beyond any applicable period of grace s pecified in any underlying indenture, contract or instrument providing for the creation thereof or (ii) any principal on any Commercial Paper Notes or Other Commercial Paper Notes (other than the Subseries A -8 Notes and Subseries A-8-T Notes); or (iii) 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 of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt); (g) Basic Document Default . (i) The Commission shall default in the due performance or 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 defaul t” 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 the Bank in respect thereof, other than payments described in Sections 8.1(a)(i) and 8.1(h)(i) above;
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(i) Taxability. A ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service shall be rendered to the effect that interest on the Subseries A-8 Notes is includable in the gross income of the holder(s) or owner(s) of such Subseries A-8 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, shall not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (i i) the Commission shall challenge such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered.
(j) Other Insolvency. (i) There shall be commenced against the Commission any case, proceeding or other action of a nature referred to in Section 8.1(a)(iii) above which (A) results in an order for such relief or in the appointment of a receiver or similar official or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (ii) there shall be commenced against the Commission, any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets or for all or any portion of the Pledged Revenues, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof.
(k) Ratings. The long- term credit ratings assigned by Moody’s or S&P to unenhanced Parity Debt or unenhanced Senior Debt shall be (A) reduced below “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 Wastewater Enterprise Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt).
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(m) Change of Law . The passage of any Law has occurred 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 to result in a material adverse effect on the enforceability or validity of this Agreement or any of the other Basic Documents.

Section 8.2. Remedies.
(a) Immediate Termination Events . In the case any Event of Default which is an Immediate Termination Event has occurred, (i) the Commitment shall immediately and automatically terminate, without notice from the Bank, and (ii) all amounts due hereunder, under 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) will not qualify as an “Immediate Termination Event” hereunder if the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan is due solely to an acceleration thereof by the Bank for any reason other than the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan; provided, further, that the Event of Default described in Section 8.1(a)(iv) will not qualify as an “Immediate Termination Event” hereunder if the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt is due solely to an acceleration thereof by a provider of credit enhancement or liquidity support with respect thereto for any reason other than the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt.
(b) Suspension Events. In the case of a Default described in Section 8.1(j) hereof (a “Suspension Event”), the Commitment shall be immediately suspended without notice or demand and, thereafter, the Bank shall be under no obligation to make Advances or Term Loans hereunder until the Available Commitment is reinstated as described below. Promptly upon the oc currence 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 a nd 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 th erein 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 “Term ination 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, s uspended or expired as provided in this Agreement). In the event that said Suspension Event shall not have been dismissed, discharged -62-
or bonded within said sixty (60) day period when the Termination Date occurs, then the Available Commitment and the obligation of the Bank to make Advances and Term Loans shall terminate on the Termination Date without notice or demand and, thereafter, the Bank shall be under no obligation to make such Advances and Term Loans hereunder. (c) All Events of Default. In the case of any Event of Default, including any Immediate Termination Event or a Suspension Event that has occurred and is continuing, the Bank (i) may by written notice to the Commission declare all amounts due hereunder, under the Fee Letter or under the Revolving Note or the Term Note to be immediately due and payable, whereupon the same shall immediately become due and payable, (ii) may by written notice to the Commission and the Issuing and Paying Agent (an “EoD No-Issuance Notice”) in substantially the form of Exhibit H-1 hereto declare the Available Principal Commitment to be reduced to the principal amount of Subseries A-8 Notes and Subseries A-8-T Notes then outstanding and to be permanently reduced further on the maturity date of each such Subseries A -8 Note and Subseries A -8-T Note by an amount equal to the principal amount of such Subseries A-8 Note and Subseries A-8-T Note with the Commitment to be terminated upon the last maturity date applicable to all such Subseries A-8 Notes and Subseries A -8-T Notes and the Available Interest Commitment shall immediately be reduced to the amount of interest to accrue on such outstanding Subseries A-8 Notes and Subseries A-8-T Notes, and the Available Commitment shall be further reduced in a similar manner as and when the Subseries A-8 Notes and the Subseries A-8-T 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 C ommission 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 Subseries A-8 Notes and Subseries A-8-T Notes. (d) Timing of EoD No-Issuance Notice. An EoD No-Issuance Notice that is received by the Commission at or before 3:00 p.m. ( New York City time) shall be effective when received.

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

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 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 -63-
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.

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 . (a) The Commission assumes all risks of the acts or omissions of the Issuing and Paying Agent and the Dealers with respect to the proceeds of any Advance or Term Loan. Neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible for (i) the use which may be made of the proceeds of any Advance or Term Loan or of any acts or omissions of the Issuing and Paying Agent, the Dealers or any transferee in connection therewith, (ii) the validity, sufficiency or genuineness of documents, or of any endorsements thereon (other than the validity as against the Bank of any agreement to which it is a party), even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, (i ii) the lack of validity or enforceability of the Commercial Paper Notes, any of the Resolutions, the Issuing and Paying Agent Agreement, the other Basic Documents or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), or (iv) any other circumstances whatsoever in making or failing to make payment under this Agreement; provided, that the Commission shall have a claim against the Bank, and the Bank shall be liable to the Commission, to the extent of any direct, as opposed to consequential, damages suffered by the Commission which the Commission proves were caused by (i) the Bank’s willful misconduct or gross negligence in determining whether a Request for Advance presented hereunder complied with the terms hereof, or (ii) the Bank’s willful or grossly negligent failure to make an Advance required to be made by it hereunder after the presentation to it by the Commission of a Request for Advance in the f orm 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 (ot her 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 -64-
resale of the Subseries A -8 Notes and Subseries A -8-T 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, c laims, 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 Ter m Note to one or more other banking institutions (each a “Participant”); provided, that the grant of any such participation shall not terminate or otherwise affect any obligation of the Bank hereunder and the Commission’s liability to any Participant shall not in any event exceed that liability which the Commission would owe to the Bank but for such participation. In connection with each participation, the Bank may 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. In the event of any such grant by the Bank of a Participation to a Participant, whether or not upon notice to the Commission, the Bank shall remain responsible for the performance of its obligations hereunder, and the Commission shall continue to deal solely and directly with the Bank in connection with the Bank’s rights and obligations under this Agreement.

Section 9.6. Successors and Assigns. (a) This Agreement shall be binding upon and inure to the benefit of the Commission and the Bank and their respective successors and assigns, except that neither the Commission nor, except as permitted in Section 9.5, the Bank shall have the right to assign 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 -65-
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 i n 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 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 privilege. The rights of the Bank under this Agre ement, 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 electronic means of communication capable of creating a w ritten record of such notice and its receipt. To the extent that any electronic means of communication notice is permitted hereunder, the parties hereto shall provide appropriate e -mail addresses or facsimile numbers. Except as provided in Sections 2.1(c) and 8.2(d), notices and communications hereunder shall be effective when received and, except for Requests for Advance, which shall be sent to the address set forth in the form thereof, shall be sent by the individual or an authorized representative of the entity at the addresses specified hereinbelow:

If to the Commission:

City and County of San Francisco
Public Utilities Commission
Attention: Chief Financial Officer
525 Golden Gate Ave., 13th Floor
San Francisco, CA 94102
Telephone: (415) 554-3155
Facsimile: (415) 554-3161
If to the Issuing and Paying Agent:

U.S. Bank Trust Company, National Association
100 Wall Street, Suite 600
-66-
New York, NY 10005
Attention: Michelle Lee
Telephone: (212) 971-4954
Email: [email protected]
If to the Dealer:

At the address, telephone number and telecopy
number set forth in each Dealer Agreement.

If to the Bank:
[______________]
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 Issuing and Paying Agent of its decision within such sixty (60) day period, the Bank shall be deemed to have rejected such request.

Any such determination by the Bank shall be in its sole and absolute discretion. Any such request by the Commission for an extension of the Commitment Expiration Date shall be substantially in the form of Exhibit D hereto (or in such other form to which the Bank may consent in writing) and, unless the Bank shall otherwise consent, shall include (i) a statement of the outstanding principal amount of the Commercial Paper Notes, (ii) a reasonably detailed description of any and all Defaults or Events of Default that shall have occurred and be continuing and that no Immediate Termination Event is continuing, (iii) confirmation that all representations and warranties of the -67-
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 Subseries A -8 Notes and Subseries A -8-T Notes are outstanding as of the date this Agreement is terminated; provided, however, that all amounts owing under the Fee Letter with respect to such termination shall be paid in accordance with the Fee Letter.
(d) Prior to any substitution of an Alternate Facility for this Agreement, the Commission will pay or cause to be paid all amounts owing to the Bank hereunder and under the Revolving Note and the Term Note.

Section 9.13. Severability. In case any one or more of the provisions contained in this Agreement should be invalid, 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; Waiver of Jury Trial; Jurisdiction. (a) Governing Law . T

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

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

PARTIES HERETO WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED

UPON OR ARISING OUT OF THIS AGREEMENT, THE BASIC DOCUMENTS OR ANY OF THE TRANSACTIONS

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

THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL IS UNENFORCEABLE FOR ANY REASON IN

SUCH FORUM
, EACH OF THE PARTIES HERETO CONSENTS TO THE ADJUDICATION OF ALL CLAIMS

PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, AND THE JUDICIAL REFEREE IS EMPOWERED TO HEAR AND DETERMINE ALL ISSUES IN SUCH REFERENCE, WHETHER FACT OR LAW. EACH OF THE PARTIES HERETO REPRESENTS THAT IT 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. -68-
(c) Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of California and any appellate court from any thereof, and of the federal district courts which are located in the City and County of San Francisco, in any action or proceeding arising out of or relating to this Agreement or any Basic Document, or for recognition or enforcement of any judgment. (d) The covenants and waivers made pursuant to this Section 9.14 are irrevocable and unmodifiable, whether in writing or orally, and are applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of li tigation, this Agreement may be filed as a written consent to a trial by the court.

Section 9.15. Consents. Except as otherwise provided in Section 9.12, the Bank agrees to respond within thirty (30) days of its receipt of a written request from the Commission to amend or waive any provision of this Agreement in the manner specifically set forth in such reque st. 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 2.3, 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. (a) The Bank hereby notifies the Commission that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107- 56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that includes the name and address of the Commission and other information that will allow the Bank to identify the Commission in accordance with the Patriot Act. The Commission agrees to provide documentary and other evidence of Commission’s identity as may be req uested by the -69-
Bank at any time to enable the Bank to verify the Commission’s identity or to comply with any applicable law or regulation, including, without limitation, Section 326 of the Patriot Act. (b) The Commission shall (i) ensure that no person who owns a controlling interest in or otherwise controls the Commission is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by OFAC , the Department of the Treasury or included in any Executive Orders, that prohibits or limits the Bank from making any advance or extension of credit to the Commission or from otherwise conducting business with the Commission and (ii) ensure that the proceeds of the Commercial Paper Notes shall not be used to violate any of the foreign asset control regulations of OFAC or any enabling statute or 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. No Right of Set -off. Notwithstanding anything to the contrary contained herein, the Bank and any Participant each hereby agree that it will not assert any of its statutory or common law rights of setoff as the depository bank of the Commission in connection with the collection or repayment of any of the obligations of the Commission owing to the Bank or a Participant under this Agreement, the Fee Letter, the Revolving Note and the Term Note.

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

Section 9.24. Electronic Execution of Certain Documents . The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Basic Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Bank, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any -70-
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 9.25. 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 Rulemak ing Commission pursuant to Rule G-34 of the Municipal Securities Rulemaking Commission ( “Rule G-34”), the Commission shall cooperate with the Bank to provide for the redaction of information permitted to be redacted under Rule G-34.

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

Section 9.26. QFC Provisions. To the extent that the Basic Documents provide support, through a guarantee or otherwise, for any agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC” ), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes” ) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Basic Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(a) Acknowledgment Regarding Supported QFCs . In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or 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 s ame 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 -71-
under the U.S. Special Resolution Regime if the Supported QFC and the Basic Documents were governed by the laws of the United States or a state of the United States. (b) Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings with Respect to Any Supported QFCs . Notwithstanding anything to the contrary in the Basic Documents or any other agreement, but without prejudice to the requirements of the preceding paragraph (a), Default Rights under the Basic Documents that might otherwise apply to a Supported QFC or a ny QFC Credit Support may not be exercised against a Covered Party if such Default Rights are related, directly or indirectly, to a BHC Act Affiliate of such Covered Party becoming subject to Insolvency Proceedings, except to the extent such exercise would be permitted under 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Act Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to the Basic Documents, any Supported QFC or any QFC Credit Support seeks to exercise any Default Right against such Covered Party with respect to such Supported QFC or such QFC Credit Support, the party seeking to exercise such Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

Section 9.27. No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Basic Documents), the Commission acknowledges and agrees, that: (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 Basic Documents.
[R
EMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

Signature Page to Revolving Credit and Term Loan Agreement Commercial Paper Notes (Wastewater Series, Proposition E) Tax-Exempt Subseries A-8
and Taxable Subseries A-8-T
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: _____________________________
Title: ______________________________
Approved as to Form:

DAVID CHIU
City Attorney of the City and
County of San Francisco
By: ____________________________________
Name: ______________________________
Title: _______________________________
Acknowledged:

ANNA VAN DEGNA
Director of Public Finance of the City
and County of San Francisco
By: ____________________________________
Name: ______________________________
Title: _______________________________
BMO BANK N.A.

By: ____________________________________
Name: _____________________________
Title: ______________________________

EXHIBIT A

FORM OF REVOLVING NOTE

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY

OF SAN FRANCISCO

LIQUIDITY FACILITY REVOLVING BANK NOTE,
TAX-EXEMPT SUBSERIES A-8 AND TAXABLE SUBSERIES A-8-T
November __, 2025 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 BMO BANK N.A. (the “Bank”), at its office at [_____________], the aggregate unpaid principal amount of all Advances made by the Bank from time to time pursuant to the Agreement referred to below on the dates and in the amounts provided for in the Agreement.

The Commission promises to pay interest on the unpaid principal amount of such Advances on the dates and at the rates provided for in the Revolving Credit and Term Loan Agreement, dated as of November 1, 2025 (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 define d herein shall have the meanings specified in the Agreement.

This note is the Revolving Note referred to in the Agreement and is entitled to the benefits thereof and of the Basic Documents referred to therein. As provided in the Agreement, this Revolving Note is subject to prepayment, in whole or in part. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Revolving Note may be declared due and payable in the manner and with the 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 hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make any such notation shall not limit or otherwise affect the obligation of the Commission hereunder with respect to payments of principal of and interest on this Revolving Note.

Notwithstanding any other provision hereof or of the Agreement to the contrary, the obligations of the Commission hereunder are payable solely from the Pledged Revenues. This Revolving Note constitutes a valid and binding obligation of the Commission issued under the Issuing and Paying Agent Agreement and is secured by, and payable from, the Pledged Revenues and from the proceeds of subsequent borrowings by the Commission, including but not limited to -2-
in the form of additional or rollover Subseries A -8 Notes and Subseries A -8-T Notes authorized thereunder.

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

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

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

Signature Page to Revolving Note
Commercial Paper Notes (Wastewater Series, Proposition E) Tax-Exempt Subseries A-8 and Taxable Subseries A-8-T
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: ______________________________

-4-

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, SUBSERIES A-8 AND SUBSERIES A-8-T
November __, 2025 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 BMO BANK N.A. (the “Bank”), at its office at [_____________], 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 November 1, 2025 (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 make any such notation shall not limit or otherwise affect the obligation of the Commission hereunder with respect to payments of principal of and interest on this Term Note.

Notwithstanding any other provision hereof or of the Agreement to the contrary, the obligations of the Commission hereunder are payable solely from the Pledged Revenues. This Term Note constitutes a valid and binding obligation of the Commission issued under the Issuing and Paying Agent Agreement and is secured by, and payable from, the Pledged Revenues and from the proceeds of subsequent borrowings by the Commission, including, but not limited to, in the form of additional or rollover Subseries A -8 Notes and Subseries A -8-T Notes authorized thereunder.
-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 Term Note and 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 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

Signature Page to Term Note
Commercial Paper Notes (Wastewater Series, Proposition E) Tax-Exempt Subseries A-8 and Taxable Subseries A-8-T
IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Term Note to be signed in its corporate name as an instrument under seal by its duly authorized officer on the date and in the year first above written.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

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

-4-

TRANSACTIONS ON TERM NOTE
DATE

AMOUNT OF

TERM LOAN NOTE

AMOUNT OF

PRINCIPAL PAID

DATE TO

WHICH INTEREST
PAID

NOTATION

MADE BY

EXHIBIT C

FORM OF REQUEST FOR ADVANCE REQUEST FOR ADVANCE
BMO Bank N.A.
180 Montgomery Street
San Francisco, CA 94104
Attn: [__]
With copies to
BMO Bank N.A.

Ladies and Gentlemen:

The undersigned, U.S. B ANK TRUST COMPANY, NATIONAL ASSOCIATION, as Issuing and Paying Agent (the “Issuing and Paying Agent”) under the Issuing and Paying Agent Agreement, dated as of November 1, 2025, 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 November 1, 2025 (as amended and supplemented from time to time, the “Agreement” ), by and between the Commission and BMO 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 relating to such Advance (the “Proposed Advance”):

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

2. The sum of the Proposed Advance, the aggregate amount of Subseries A-8 Notes and Subseries A -8-T Notes to be Outstanding following the application of the Proposed Advance and all Advances and Term Loans outstanding does not exceed the Commitment.

3. The entire amount of the Proposed Advance shall be used solely for the payment of the principal of and interest on the Subseries A -8 Notes and Subseries A-8-T Notes due and payable on the date of this Request and for the payment of which proceeds of Subseries A-8 Notes and Subseries A-8-T 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.

-2-
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
____________, 2024
BMO Bank N.A.
180 Montgomery Street
San Francisco, CA 94104
Attn: [__]
With copies to
BMO Bank N.A.

Ladies and Gentlemen:

Reference is made to the Revolving Credit and Term Loan Agreement dated as of November 1, 2025 (as amended and supplemented from time to time, the “Agreement” ), by and between the P UBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) and BMO 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:

1. The outstanding principal amount of the Subseries A-8 Notes and Subseries A-8-T Notes, together with the aggregate principal amount of all Advances and Term Loans Outstanding as of the date hereof, is equal to $____________;

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

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

4. Any other pertinent information previously requested by the Bank.

-2-
The Bank is required to notify the Commission and the Issuing and Paying Agent of its decision with respect to this request within thirty (30) days of the date of receipt hereof. If the Bank fails to notify the Commission and the Issuing and Paying Agent of its decision within such thirty (30) day period, the Bank shall be deemed to have rejected such request. The terms capitalized herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Very truly yours,

PUBLIC UTILITIES COMMISSION OF THE CITY AND

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

EXHIBIT E

FORM OF NOTICE OF TERMINATION OR REDUCTION

NOTICE OF TERMINATION OR REDUCTION
___________, 2024
BMO Bank N.A.
180 Montgomery Street
San Francisco, CA 94104
Attn: [__]
With copies to
BMO Bank N.A.

Re:Revolving Credit and Term Loan Agreement dated as of November 1, 2025 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 BMO BANK N.A. (the “Bank”), with reference to the Revolving Credit and Term Loan Agreement, dated as of November 1, 2025 (as amended and supplemented from time to time, the “ Agreement”), by and between the Commission and the Bank.
[The Commission hereby informs you that the Commitment is terminated in accordance with the Agreement.]
OR
[(a) The Commission hereby informs you that the Commitment is reduced from [insert amount as of the date of Certificate] to [insert new amount], such reduction to be effective on ______________,____. The Available Commitment is reduced from [insert amount as of the date of Certificate] to [insert new amount], such reduction to be effective on such date.
(b) Upon the foregoing reductions, the amount of the Commitment will not be less than the sum of (i) the principal amount of all Commercial Paper Notes Outstanding and (ii) the aggregate principal amount of all unpaid Advances and Term Loans due under the Agreement.]
-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 ________________________________

EXHIBIT F
2026 LIST OF CITY HOLIDAYS
(INCLUDING DAYS CITY IS OFFICIALLY CLOSED)
New Year’s Day – Monday, January 1, 2026
Dr. Martin Luther King, Jr. Day – Monday, January 19, 2026 President’s Day – Monday, February 16, 2026
Memorial Day – Monday, May 25, 2026
Juneteenth – Tuesday, June 19, 2026
Independence Day – Thursday, July 4, 2026
Labor Day – Monday, September 7, 2026
Indigenous Peoples Day, Italian American Heritage Day – Monday, October 12, 2025 Veterans Day – Monday, November 11, 2026
Thanksgiving Day and the Day After – Thursday, November 26, 2026 & Friday, November 27, 2026
Christmas Day – Wednesday, December 25, 2026

EXHIBIT G

CITY REQUIREMENTS

EXHIBIT H-1

FORM OF EOD NO-ISSUANCE NOTICE
Public Utilities Commission of the City
and County of San Francisco
525 Golden Gate Ave.
13th Floor
San Francisco, CA 94102
Attention: Chief Finance Officer
U.S. Bank Trust Company, National Association
Corporate Trust Services
100 Wall Street
Suite 600
New York, NY 10005
Attention: Michelle Lee
Re:Revolving Credit and Term Loan Agreement, dated as of November 1, 2025 Ladies and Gentlemen:

Pursuant to Section 8.2(c) of the Revolving Credit and Term Loan Agreement dated as of November 1, 2025 (as amended and supplemented from time to time, the “Agreement” ), by and between the P UBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), and BMO BANK N.A. (the “Bank”), the Bank hereby notifies you that:
(a) an Event of Default of the type set forth in clause _____ of Section 8.1 of the Agreement has occurred and is continuing;
(b) the Commitment is hereby reduced to the principal amount of Subseries A- 8 Notes and Subseries A-8-T Notes currently Outstanding; (c) on the maturity date of each such Subseries A-8 Note and Subseries A-8-T Note, after any Advance required to pay such Subseries A -8 Note and Subseries A -8-T Note is made, the Commitment shall be reduced further by an amount equal to the principal amount of such Subseries A-8 Note and Subseries A-8-T Note; and (d) upon the last maturity date of all such Subseries A -8 Notes and Subseries A-8-T Notes, after any Advance required to pay Subseries A-8 Notes and Subseries A-8¬T Notes maturing on such date is made, the Commitment shall be terminated.

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

Very truly yours,
BMO BANK N.A.

By ____________________________________
Name _______________________________
Title ________________________________

EXHIBIT H-2

FORM OF SUBORDINATED BONDS

NO-ISSUANCE NOTICE
Public Utilities Commission of the City
and County of San Francisco
525 Golden Gate Ave.
13th Floor
San Francisco, CA 94102
Attention: Chief Finance Officer
U.S. Bank Trust Company, National Association
Corporate Trust Services
100 Wall Street
Suite 600
New York, NY 10005
Attention: Michelle Lee
Re:Revolving Credit and Term Loan Agreement, dated as of November 1, 2025 Ladies and Gentlemen:

Pursuant to Section 2.13 of the Revolving Credit and Term Loan Agreement dated as of November 1, 2025 (as amended and supplemented from time to time, the “ Agreement”), by and between the P UBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), and BMO BANK N.A. (the “Bank”), the Bank hereby notifies you that:
(a) the Commission has issued Subordinated Wastewater Bonds; (b) the Commitment is hereby reduced to the principal amount of Subseries A- 8 Notes and Subseries A-8-T Notes currently Outstanding; (c) on the maturity date of each such Subseries A -8 Notes and Subseries A-8- T Note, after any Advance required to pay such Subseries A-8 Notes and Subseries A-8-T Note is made, the Commitment shall be reduced further by an amount equal to the principal amount of such Subseries A-8 Note and Subseries A-8-T Note; and (d) upon the last maturity date of all such Subseries A -8 Notes and Subseries A-8-T Notes, after any Advance required to pay Subseries A-8 Notes and Subseries A-8¬T Notes maturing on such date is made, the Commitment shall be terminated.

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

Very truly yours,
BMO BANK N.A.

By ____________________________________
Name _______________________________
Title ________________________________

EXHIBIT I

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO

CERTIFICATE REGARDING CONDITIONS PRECEDENT TO A TERM LOAN THE PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) hereby provides this Certificate, dated as of the [__________, 20__] , the Term Loan Date, to the Bank (as defined below), in connection with its request for a Term Loan as required by Section 3.3(d) of the Revolving Credit and Term Loan Agreement, dated as of November 1, 2025 (as amended and supplemented from time to time, the “ Agreement”), by and between the Commission and BMO
BANK N.A. (the “Bank”). All capitalized terms utilized herein and not defined herein shall have the meaning set forth in the Agreement.

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

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

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

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

PUBLIC UTILITIES COMMISSION OF THE CITY

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

EXHIBIT J
[Reserved]

EXHIBIT K
[RESERVED]

EXHIBIT L

FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate (this “Certificate”) is furnished to BMO BANK N.A. (the “Bank”) pursuant to that certain Revolving Credit and Term Loan Agreement dated as of November 1, 2025 (the “Agreement”), between the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and Bank. Unless otherwise defined herein, the terms used in this Certificate shall have the meanings assigned thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am an Authorized Representative of the Commission;

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

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

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

-2-
The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered this _____ day of _________, 20___.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO
By ___________________________________
Name ______________________________
Title ________________________________

EXHIBIT M

LIST OF QUALIFIED DEALERS

-2-

APPENDIX A
THE BANKS – BMO BANK N.A
BMO Bank N.A. (“BBNA”), with executive offices in Chicago, Illinois, is a wholly-owned subsidiary of BMO Financial Corp., a Delaware corporation (“BFC”). BFC is based in Chicago and wholly-owned by Bank of Montreal (“BMO”) (NYSE, TSX: BMO). BFC operates primarily through its subsidiary BBNA, which provides banking, financing, investing and cash management services in the United States. BMO brands the organization’s member companies as BMO Financial Group (“BMO FG”). BMO FG is a highly diversified financial services provider based in North America, providing a broad range of products and services directly and through Canadian and non-Canadian subsidiaries, offices, and branches.

Additional information about BBNA and BMO is available on SEDAR (http://www.sedar.com
), EDGAR (http://www.sec.gov) and on BMO’s website
(https://www.bmo.com/main/about-bmo/banking/investor-relations), or will be provided without charge upon written request directed to: Bank of Montreal, Corporate Secretary’s Department, 100 King Street We st, 1 First Canadian Place, 9th Floor, Toronto, Ontario M5X 1A1. The financial information referenced in this paragraph is not incorporated by reference into this Appendix A.

The [Agreement] is an obligation solely of BBNA and is not an obligation of, or otherwise guaranteed by, BFC, BMO or any of their respective affiliates (other than BBNA). Neither BFC, BMO or any of their respective affiliates (other than BBNA) is required to make payments under the Letter of Credit. None of BBNA, BFC, BMO or any of their respective affiliates makes any representation as to, or is responsible for the suitability of the [Notes] for any investor, the feasibility or performance of any project or compliance with any securities or tax laws or regulations. The [Notes] are not direct obligations of, or guaranteed by, the BBNA, BFC, BMO or any of their respective affiliates.

The above information has been supplied by BBNA. The delivery of the information in this Appendix A shall not create any implication that there has been no change in the affairs of BMO or BBNA since the date such information was provided by BBNA, or that the information contained or referred to in this Appendix A is correct as of any time subsequent to the date it was provided by BBNA.

CHAPMAN DRAFT
SEPTEMBER 26, 2025
1317318961-2__bmo___sfpuc___fee_agreement__wastewater_subseries_a_8_and_a_8_t_ 10000780

FEE LETTER
November [__], 2025
$150,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
Subseries A-8 (Tax-Exempt)
Subseries A-8-T (Taxable)
Reference is hereby made to the Revolving Credit and Term Loan Agreement, dated as of November [__], 2025 (amended, supplemented, restated or otherwise modified from time to time, the “Agreement”), between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), organized and existing under the Constitution and the laws of the State of California, and BMO BANK N.A. (the “Bank”), relating to the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Subseries A-8 (Tax-Exempt) and Subseries A-8-T (Taxable) (collectively, the “Notes”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

The purpose of this Fee Letter, dated November [__], 2025 (this “ Fee Letter”), between the Commission and the Bank, is to confirm the agreement between the Bank and the Commission with respect to, among other things, certain fees payable to the Bank. This Fee Letter is the Fee Letter referenced in the Agreement, and the terms hereof are incorporated by reference into the Agreement. This Fee Letter and the Agreement are to be construed as one agreement between the Commission and the Bank, and all obligations hereunder are to be construed as obligations thereunder. All references to amounts due and payable under the Agreement will be deemed to include all amounts, fees and expenses payable under this Fee Letter.

In consideration for and in order to induce the Bank to issue the Commitment pursuant to the terms of the Agreement, the parties hereto agree as follows:

A
RTICLE I. FEES AND OTHER AGREEMENTS.

Section 1.1. Facility Fee. The Commission hereby agrees to pay or cause to be paid to the Bank , in immediately available funds, without any requirement of notice or demand, on January 2, 2026, for the period commencing on the date hereof and ending on December 31, 2025, and in arrears on the first Business Day of each April, July, October and January occurring thereafter to the last day of the Commitment Period, and on the last day of the Commitment Period, a non-refundable Facility Fee (the “Facility Fee” ) with respect to the commitment of the Bank under the Agreement for each day during each related period in an amount equal to the product of the rate per annum (the “Facility Fee Rate” ) specified below based upon the then applicable Ratings (as defined below) for each day during each related period multiplied by the Available Commitment (for purposes of this Section 1.1, the Available Commitment shall be deemed not to -2-
be reduced during any period for which the Bank’s obligation to make Advances has been suspended pursuant to Section 8.2(b) of the Agreement) for each day during each related period:

LEVEL S&P RATING MOODY’S RATING

FACILITY FEE
RATE
Level 1 A+ or above A1 or above 0.31%
Level 2 A A2 0.46%
Level 3 A- A3 0.61%
Level 4 BBB+ Baal 0.76%
Level 5 BBB Baa2 0.91%
Level 6 BBB- or below Baa3 or below 2.11%
The term “Rating” as used above shall mean the long-term unenhanced rating assigned to any Senior Debt (without regard to any form of credit enhancement) by Moody’s and Standard & Poor’s. In the event (i) two Rating Agencies provide a Rating and there is a split Rating (i.e., one of the Rating Agency’s Ratings is at a different level than the Rating of the other Rating Agency), the Facility Fee Rate shall be based upon the lower Rating and (ii) only one Rating Agency provides a Rating, the Facility Fee Rate shall be based on such Rating. For the avoidance of doubt, Level 6 is the Level with the lowest Ratings and Level 1 is the Level with the highest Ratings for purposes of the above pricing grid. Any change in the Facility Fee Rate resulting from a change in a Rating shall be and become effective as of and on the date of the announcement of the change in such Rating. References to Ratings above are references to rating categories as presently determined by the Rating Agencies, and in the event of adoption of any new or changed rating system or “global” rating scale by any such Rating Agency, each of the Ratings from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system or scale which most closely approximates the applicable rating category as currently in effect. The Commission represents that as of the date hereof the Facility Fee Rate is that specified above for Level 1 set forth in the pricing grid above. In the event that any long- term unenhanced rating assigned to any Senior Debt is suspended, withdrawn or otherwise unavailable from any Rating Agency for any credit-related reason, the Facility Fee Rate shall immediately and automatically increase to the Facility Fee Rate set forth in Level 6 of the above pricing grid. Upon the occurrence and during the continuance of an Event of Default under the Agreement (and without any notice given with respect thereto) , the Facility Fee Rate shall immediately and automatically increase by 3.00% per annum over the Facility Fee Rate otherwise in effect. The Facility Fee shall be payable quarterly in arrears, as specified above, together with interest on the Facility Fee from the date paym ent is due until payment in full at the Default Rate , payable on demand therefor. The Facility Fee shall be payable in immediately available funds and computed on the basis of a 360-day year and the actual number of days elapsed.

Section 1.2. Amendment, Waiver or Consent Fees. The Commission hereby agrees to pay to the Bank on the date any amendment, waiver or consent to the Agreement or this Fee Letter is entered into between the parties thereto or in connection with any amendment to any Related Document which requires a waiver from, or the consent of, the Bank, a non- refundable amendment, waiver or consent fee of $5,000 (or such other amount that is satisfactory to the Bank -3-
and the Commission), plus the reasonable fees and expenses of any legal counsel retained by the Bank in connection therewith.

Section 1.3. Transfer Fee. Upon each transfer of the Agreement in accordance with its terms or appointment of a successor Issuing and Paying Agent under the Issuing and Paying Agent Agreement, the Commission agrees to pay the Bank a non-refundable fee in an amount of $2,500, plus attorney’s fees and expenses , and to reimburse the Bank for its actual costs and expenses associated with such transfer or appointment (including, but not limited to, the reasonable fees and expenses of legal counsel to the Bank), payable on the date of such transfer or appointment.

A
RTICLE II. MISCELLANEOUS.

Section 2.1. Legal Fees. The Commission shall within thirty (30) days of the Closing Date pay all of the Bank’s out-of-pocket expenses and the reasonable fees and expenses of counsel for the Bank (in an amount not to exceed $50,000), plus disbursements, in connection with the execution and delivery of the Agreement and this Fee Letter and in connection with any other agreement executed by the Bank and the Commission on or about the date hereof.

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

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

UNDER, AND FOR ALL PURPOSES SHALL BE GOVERNED BY , AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA. THIS FEE LETTER SHALL BE SUBJECT TO SECTION 9.14 OF THE AGREEMENT.

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

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

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

Section 2.7. Representations by Legal Counsel; Joint Preparation. The parties hereto have participated jointly in the negotiation and drafting of this Fee Letter , and each of the parties -4-
was represented by its legal counsel during the negotiation and execution of this Fee Letter. In the event an ambiguity or question of intent or interpretation arises, this Fee Letter shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Fee Letter. [The remainder of this page intentionally left blank]

[Signature Page to Wastewater Series A-8, Proposition E Fee Letter] IN WITNESS WHEREOF, the parties hereto have caused this Fee Letter to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above.

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,
C

ITY ATTORNEY OF THE CITY AND

COUNTY OF SAN FRANCISCO
By: ____________________________________
Name: Katherine Thursby Ortega
Title: Deputy City Attorney

Acknowledged:

Anna Van Degna,

DIRECTOR OF PUBLIC FINANCE OF THE CITY

AND COUNTY OF SAN FRANCISCO
By: ____________________________________
Name: Anna Van Degna
Title: Director of Public Finance

[Signature Page to Wastewater Series A-8, Proposition E Fee Letter] BMO BANK N.A.

By: ____________________________________
Name: ______________________________
Title: _______________________________

4928-1308-3495.4

ISSUING AND PAYING AGENT AGREEMENT
Dated as of [November] 1, 2025
by and between

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY

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

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAX-EXEMPT SUBSERIES A-8
TAXABLE SUBSERIES A-8-T

Table of Contents

Page

4928-1308-3495.4

ARTICLE I

DEFINITIONS
Section 1.01. Definitions........................................................................................................ 3 Section 1.02. Interpretation .................................................................................................. 14 Section 1.03. Agreement to Constitute Contract ................................................................. 14

ARTICLE II
GENERAL AUTHORIZATION AND ISSUANCE; THE COMMERCIAL PAPER NOTES Section 2.01. Authorized Amount of Commercial Paper Notes; Terms and Description of Commercial Paper Notes ....................................................... 14 Section 2.02. Payment.......................................................................................................... 15 Section 2.03. Authentication of Commercial Paper Notes .................................................. 16 Section 2.04. Form of Commercial Paper Notes and Authentication Certificate ................ 17 Section 2.05. Book-Entry System ........................................................................................ 17 Section 2.06. Conditions Precedent to Delivery of Commercial Paper Notes..................... 19 Section 2.07. Commercial Paper Notes ............................................................................... 22 Section 2.08. Mutilated, Lost, Stolen or Destroyed Commercial Paper Notes .................... 22 Section 2.09. Surrender of Commercial Paper Notes .......................................................... 22 Section 2.10. Execution and Authentication of Commercial Paper Notes .......................... 23 Section 2.11. Temporary Commercial Paper Notes............................................................. 23 Section 2.12. Non-Presentment of Commercial Paper Notes; Unclaimed Money .............. 24 Section 2.13. SPANS Online ............................................................................................... 24

ARTICLE III
FUNDS AND ACCOUNTS; APPLICATION OF NOTE PROCEEDS
Section 3.01. Establishment and Designation of Funds and Accounts ................................ 25 Section 3.02. Deposit of Proceeds of Commercial Paper Notes .......................................... 26 Section 3.03. Application of Moneys in Construction Fund ............................................... 26 Section 3.04. Deposits Into and Uses of the Debt Service Account and the Bank Payment Account ........................................................................................... 26 Section 3.05. Advances Under the Credit Agreement ......................................................... 27 Section 3.06. Investments Authorized ................................................................................. 28 Section 3.07. Moneys Remaining in Funds and Accounts .................................................. 28

ARTICLE IV

THE BANK NOTES
Section 4.01. Authorization and Terms of Bank Notes ....................................................... 28 Section 4.02. Form of Bank Notes and Authentication Certificate ..................................... 29 Section 4.03. No Transfers of Bank Notes .......................................................................... 29 Section 4.04. Deposits of Available Wastewater Enterprise Revenues in Bank Note Debt Service Account .................................................................................... 29 Table of Contents
(continued)
Page

ii
4928-1308-3495.4

ARTICLE V
COVENANTS; REPRESENTATIONS
Section 5.01. No Arbitrage .................................................................................................. 30 Section 5.02. Rebate to United States .................................................................................. 30 Section 5.03. Tax Covenant ................................................................................................. 31 Section 5.04. Taxable Commercial Paper Notes ................................................................. 31 Section 5.05. Credit Agreement ........................................................................................... 31 Section 5.06. Amounts of Rates and Charges ...................................................................... 31 Section 5.07. Limitation on Additional Debt ....................................................................... 32 Section 5.08. Financial Statements ...................................................................................... 32 Section 5.09. Notice Upon Immediate Termination Event .................................................. 32

ARTICLE VI
PLEDGE OF AVAILABLE REVENUES; LIMITED LIABILITY OF THE COMMISSION Section 6.01. Available Wastewater Enterprise Revenues .................................................. 32 Section 6.02. Limited Obligations ....................................................................................... 33

ARTICLE VII
ISSUING AND PAYING AGENT; DEALER
Section 7.01. Appointment of Issuing and Paying Agent .................................................... 33 Section 7.02. Reports, Records and Accounts ..................................................................... 33 Section 7.03. Duties ............................................................................................................. 34 Section 7.04. Compensation ................................................................................................ 35 Section 7.05. Liability; Indemnification .............................................................................. 35 Section 7.06. Additional Information .................................................................................. 36 Section 7.07. Resignation and Replacement of Issuing and Paying Agent ......................... 36 Section 7.08. Dealers ........................................................................................................... 37 Section 7.09. Compliance with City Requirements ............................................................. 37

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF COMMERCIAL PAPER NOTEHOLDERS Section 8.01. Events of Default ........................................................................................... 38 Section 8.02. Suits at Law or in Equity and Mandamus ...................................................... 38 Section 8.03. Remedies Not Exclusive ................................................................................ 38 Section 8.04. Bank to Control Remedies ............................................................................. 39 Section 8.05. Waiver of Events of Default .......................................................................... 39

ARTICLE IX

MISCELLANEOUS
Section 9.01. Supplemental Agreements ............................................................................. 39 Section 9.02. Alternate Facility ........................................................................................... 39 Table of Contents
(continued)
Page

iii
4928-1308-3495.4
Section 9.03. Amendments to Wastewater Bonds Indenture ............................................... 40 Section 9.04. Timeliness of Deposits ................................................................................... 40 Section 9.05. Discharge and Defeasance of Commercial Paper Notes ................................ 40 Section 9.06. Payments or Actions Occurring on Non-Business Days ............................... 41 Section 9.07. Notices to Rating Agencies ............................................................................ 41 Section 9.08. Issuance Requests; Addresses ........................................................................ 42 Section 9.09. Reserved ......................................................................................................... 44 Section 9.10. Governing Law .............................................................................................. 44 Section 9.11. Assignment; Issuing and Paying Agent’s Successor in Interest .................... 44 Section 9.12. Complete Agreement ..................................................................................... 44 Section 9.13. Counterparts ................................................................................................... 44 Section 9.14. Section Headings ........................................................................................... 44 Section 9.15. Waiver of Set-Off, Offset Lien or Counterclaims ......................................... 45 Section 9.16. Benefit of Agreement ..................................................................................... 45 Section 9.17. Covenant of Further Assurances .................................................................... 45 Section 9.18. Waiver of Personal Liability .......................................................................... 45 Section 9.19. Acquisition of the Commercial Paper Notes by the Commission ................. 45 Section 9.20. Notice by Mail ............................................................................................... 45 Section 9.21. Partial Invalidity............................................................................................. 45 Section 9.22. Reference to the Bank .................................................................................... 46 Section 9.23. City Requirements ......................................................................................... 46 EXHIBIT A FORM OF WASTEWATER ENTERPRISE SERIES A-8 MASTER NOTE EXHIBIT B FORM OF SUBSERIES A-8-T MASTER NOTE

EXHIBIT C FORM OF CERTIFICATE OF DESIGNATED REPRESENTATIVES

EXHIBIT D FORM OF ISSUANCE REQUEST

EXHIBIT E SCHEDULE OF FEES AND EXPENSES FOR ISSUING AND PAYING

AGENT SERVICES

EXHIBIT F CITY REQUIREMENTS

4928-1308-3495.4

ISSUING AND PAYING AGENT AGREEMENT

W I T N E S S E T H
This Issuing and Paying Agent Agreement (this “Agreement”) is dated as of [ November] 1, 2025, 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 below) of the City and County of San Francisco (the “ City”) and U.S. Bank Trust Company, National Association, as Issuing and Paying Agent; and
WHEREAS, on November 5, 2002, the voters of the City approved Proposition E (codified at Charter Section 8B.124, but hereinafter referred to as “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 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”, as further defined herein); and WHEREAS, pursuant to Article V of Section 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 of the City 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 (as amended, the “ Procedural Ordinance”), the Board established a procedure pursuant to which the Commission may issue short-term indebtedness, including commercial paper notes in anticipation of the issuance of its revenue bonds; and
WHEREAS, t he 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/interim funding program (the “Wastewater Interim Funding 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 and/or bank notes outstanding at any one time; and
WHEREAS, the Board has previously 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 increase in the Wastewater Interim Funding Program from an aggregate principal amount of $150 million to an aggregate principal amount of $300 million outstanding at any one time; and WHEREAS, t he Board has previously approved pursuant to Resolution No. 378-14, adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014, an increase in the Wastewater Interim Funding Program from an aggregate principal amount of $300 million to an aggregate principal amount of $500 million outstanding at any one time; and WHEREAS, t he Board has previously approved pursuant to Resolution No. 193-17, adopted by the Board on May 23, 2017 and signed by the Mayor on May 26, 2017, an increase in the Wastewater Interim Funding Program from an aggregate principal amount of $500 million to an aggregate principal amount of $750 million outstanding at any one time; and

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WHEREAS, pursuant to Ordinance No. 269-24 (“Ordinance No. 269-24”), adopted by the Board on November 19, 2024 and signed by the Mayor on November 25, 2024, and Resolution No. 24-0193, adopted by the Commission on September 10, 2024, the Wastewater Interim Funding Program was increased from an aggregate principal amount of $750 million to an aggregate principal amount of $1.250 billion outstanding at any one time; and WHEREAS, pursuant to (i) 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, (iii) Ordinance No. 181-23, adopted by the Board on July 25, 2023 and signed by the Mayor on July 28, 2023, and (iv) Ordinance No. 125- 24 adopted by the Board on June 11, 2024 and signed by the Mayor on June 21, 2024, the Board has authorized the issuance from time to time of u p to $[____] of wastewater revenue bonds and other forms of indebtedness of the Commission under Proposition E, and in the anticipation of the issuance of such indebtedness, has authorized the issuance of short -term indebtedness of the Commission; and
WHEREAS, as of [November] 1, 2025, the amount of authorized but unissued wastewater revenue bonds under the ordinances set forth in the immediately preceding whereas clause is $[_____]; and
WHEREAS, pursuant to Resolution No. 25- [_____] (the “Resolution”) , adopted the Commission on [October 28], 2025, the Commission approved the issuance of the Commercial Paper Notes (as described herein), and approved the execution of related documents; and WHEREAS, in order to support and/or maintain the Wastewater Interim Funding Program, and the repayment of a portion of the maturing Wastewater Interim Funding Program commercial paper notes, the Commission has determined to authorize a liquidity facility, in an original stated principal amount not-to-exceed $150,000,000, plus an amount equal to 270 days interest on such principal amount, to be issued by BMO Bank N.A., pursuant to the terms of a revolving credit and term loan agreement (the “Credit Agreement”, as further defined herein); and WHEREAS, pursuant to the Resolution, the General Manager, the Deputy Chief Financial Officer and the Capital Finance Director of the Commission are each authorized to execute the Credit Agreement relating to the $150,000,000 Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Tax -Exempt Subseries A-8 and Taxable Subseries A-8-T (the “Commercial Paper Notes”, as further described herein); and
WHEREAS, in order to accommodate the terms of the Credit Agreement, the Commission has authorized the execution of this Agreement; and
WHEREAS, the Commission is authorized to issue, sell and deliver bonds, additional bonds, refunding bonds and other evidences of indebtedness in order to effect its purposes pursuant to the City Legislation and the Resolution, including the financing and refinancing of any Advances (as defined herein); and
WHEREAS, the aggregate principal amount of Commercial Paper Notes outstanding under this Agreement at any time shall not exceed $150 million;

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NOW, THEREFORE, in consideration of the premises and in order to induce the Issuing and Paying Agent to enter into this Agreement, the Issuing and Paying Agent and the Commission agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01. Definitions. Except as otherwise defined in this, Agreement (including the preambles), capitalized terms herein shall have the meanings assigned thereto in this Section 1.01.

The following definitions shall apply to terms used in this Agreement, unless the context clearly requires otherwise:
“Advance” means an Advance or a Term Loan, as such terms are defined in the Credit Agreement.
“Aggregate Available Commitment” means the aggregate Available Commitment under each Credit Agreement then in effect.
“Agreement” means this Issuing and Paying Agent Agreement, as it may from time to time be supplemented, modified or amended in accordance with the provisions hereof. “Alternate Facility” means a credit agreement or another credit or liquidity facility enabling the Commission to borrow, on the terms and conditions to the Commission no less favorable than the terms of the Credit Agreement, which will provide credit and/or liquidity support in a stated amount equal to the principal amount of the Commercial Paper Notes (plus an amount equal to the interest on such principal amount), which may be outstanding under this Agreement. “Authenticating Agent” means, with respect to the Commercial Paper Notes, the Issuing and Paying Agent or each person or entity, if any, designated as such by the Commission, and its successors and assigns and any other person or entity which may at any time be substituted for it pursuant thereto.
“Available Commitment” shall have the meaning set forth in the Credit Agreement. “Available Interest Commitment” shall have the meaning set forth in the Credit Agreement. “Available Moneys” means moneys which are continuously on deposit with the Issuing and Paying Agent in trust for the benefit of the holders of the Commercial Paper Notes in a separate and segregated account in which only Available Moneys are held, which, moneys constitute proceeds of (i) the Commercial Paper Notes received contemporaneously with the initial issuance and sale of the Commercial Paper Notes, (ii) an Advance under the Credit Agreement or payment otherwise made under an Alternate Facility, (iii) refunding obligations for which the Issuing and Paying Agent has received a written opinion of nationally recognized counsel experienced in bankruptcy matters and acceptable to the Issuing and Paying Agent to the effect that payment of such moneys to the holders of the Commercial Paper Notes would not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code if the Commission were to

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become a debtor under the United States Bankruptcy Code , or (iv) the investment of funds qualifying as Available Moneys under the foregoing clauses. “Available Wastewater Enterprise Revenues’’ means all of the moneys in the Revenue Fund (as defined in the Wastewater Bonds Indenture and comprised primarily of Wastewater Enterprise Revenues, and earnings thereon) remaining after (a) the payments required by Subsections 5.01(b)(i), (ii) and (iii) of the Wastewater Bonds I ndenture, and all other amounts payable on a parity with amounts paid under Section 5.01(b)(iii) of the Wastewater Bonds Indenture pursuant to the terms thereof , and (b) all amounts required to be paid under any other indenture or resolution of the Commission for principal, interest, reserve fund and any other debt service requirements on other Wastewater Bonds and Subordinated Wastewater Bonds of the Commission as the same become due and payable.
“Bank” means, initially, BMO Bank N.A. , or any other entity that provides an Alternate Facility then outstanding and effective hereunder.
“Bank Note” means each Revolving Note and Term Note issued under, a Credit Agreement. “Bank Note Debt Service Account ” means the Bank Note Debt Service Account established within the Debt Service Fund pursuant to Section 3.01(b) hereof. “Bank Note Payment Date ” means a date on which principal of or interest on any Bank Note is due and payable in accordance with the Credit Agreement, including both scheduled principal and interest and principal and interest payable upon prepayment of any Bank Note. “Bank Payment Account” means the Bank Payment Account established within the Debt Service Fund pursuant to Section 3.01(b) hereof.
“Bank Rate” shall have the meaning, assigned to that term in the Credit Agreement. “Beneficial Owner ” means a person who has a beneficial ownership interest in the Commercial Paper Notes purchased through a participant in the book-entry system of Cede & Co., as nominee of The Depository Trust Company, or its registered assigns. “Board” means the Board of Supervisors of the City.
“Bond Counsel” means counsel selected by the City with nationally recognized expertise in municipal finance law, including matters related to the validity and tax-exempt status of interest on obligations of states and their political subdivisions. “Bonds” means Wastewater Bonds and Subordinated Wastewater Bonds. “Business Day” means any day other than (1) a Saturday, Sunday, or day on which banking institutions in the State of California or the State of New York are authorized or obligated by law or executive order to be closed, (2) a day upon which commercial banks in the State of California 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

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other day the City is authorized by law to be closed for official business, as provided in the Credit Agreement, as updated by the City from time to time.
“Charter” means the Charter of the City and County of San Francisco, as amended and supplemented from time to time, and any new or successor Charter. “City” means the City and County of San Francisco, a charter city and municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of California and the Charter and any public body hereafter created which shall be a successor thereto. “City Legislation” means the Procedural Ordinance; 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; Resolution No. 193-17, adopted by the Board on May 23, 2017 and signed by the Mayor on May 26, 2017; Ordinance No. 128-21 adopted by the Board on July 27, 2021, and signed by the Mayor on August 4, 2021; Ordinance No. 110-22, adopted by the Board on June 14, 2022, and signed by the Mayor on June 24, 2022; Ordinance No. 181-23, adopted by the Board on July 25, 2023, and signed by the Mayor on July 28, 2023; Ordinance No. 125-24 adopted by the Board on June 11, 2024, and signed by the Mayor on June 21, 2024; and, Ordinance No. 269-24, adopted by the Board on November 19, 2024 and signed by the Mayor on November 25, 2024. “City Treasurer” means the duly elected and acting City Treasurer of the City. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and procedures promulgated thereunder or under the Internal Revenue Code of 1954, as amended. “Commission” means the Public Utilities Commission of the City and County of San Francisco duly constituted under the Charter, and all commissions, agencies or public bodies hereafter created which shall succeed to or take over the powers and duties of the Commission. “Commercial Paper Notes” means the Public Utilities Commission of the City and County of San Francisco Commercial Paper Note (Wastewater Series, Proposition E) Tax -Exempt Subseries A-8, in the form set forth in Exhibit A hereto, and the Public Utilities Commission of the City and County of San Francisco Commercial Paper Note (Wastewater Series, Proposition E) Taxable Subseries A-8-T, in the form set forth in Exhibit B hereto. “Construction Fund” means the Fund by that name established pursuant to Section 3.01(a) hereof.
“Controller” means the duly appointed and acting Controller of the City and includes any deputy acting for the Controller.
“Cost” [NRF TO REVIEW ] shall mean, with respect to any Wastewater Enterprise Projects [or Taxable Wastewater Enterprise Projects] , all costs and expenses of planning, designing, acquiring, constructing, installing and financing any Wastewater Enterprise Projects [or Taxable Wastewater Enterprise Projects , as applicable,] and obtaining governmental approvals,

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certificates, permits and licenses with respect thereto. The term C ost shall include, but shall not be limited to:
(a) Costs of preliminary investigation and development, the performance or acquisition of feasibility and planning studies, and the securing of regulatory approvals, as well as costs for the acquisition of land and interest therein, engineering and contractors ’ fees, labor, materials, equipment , utility services and supplies, legal fees, fees incurred pursuant to any lending or credit facility or agreement, and financing expenses. (b) Interest accruing in whole or in part on Commercial Paper Notes prior to and during the acquisition and implementation of any Wastewater Enterprise Projects [or Taxable Wastewater Enterprise Projects, as applicable,] or any portion thereof, and for such additional period as the Commission may approve.
(c) The deposit or deposits from the proceeds of the Commercial Paper Notes in any fund or account required by this Agreement.
(d) The payment of principal and interest, if any, when due of any Commercial Paper Note or other evidence of indebtedness the proceeds of which were applied to any of the costs of any Wastewater Enterprise Projects [or Taxable Wastewater Enterprise Projects, as applicable,] described herein.
(e) Training and testing costs which are properly allocable to the acquisition and implementation of any Wastewater Enterprise Projects [or Taxable Wastewater Enterprise Projects, as applicable,] or any portion thereof. (f) All costs of insurance applicable to the period of acquisition and implementation of any Wastewater Enterprise Projects [or Taxable Wastewater Enterprise Projects, as applicable,] or any portion thereof.
(g) All costs relating to injury and damage claims arising out of the acquisition or implementation of any Wastewater Enterprise Projects [or Taxable Wastewater Enterprise Projects, as applicable,] less available proceeds of insurance. (h) Legally required or permitted federal, state and local taxes and payments in lieu of taxes allocable for the acquisition or implementation of any Wastewater Enterprise Projects [or Taxable Wastewater Enterprise Projects, as applicable]. (i) All costs of issuance for the Commercial Paper Notes, including the costs of the Credit Agreement or the Dealer Agreements.
(j) Amounts due the United States of America as rebate of investment earnings with respect to the proceeds of the Tax Exempt Commercial Paper Notes or as penalties, in lieu thereof.
(k) The costs associated with the removal from service or reduction in service of any facilities as a result of the implementation of any Wastewater Enterprise Projects [or Taxable Wastewater Enterprise Projects, as applicable].

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(l) All other costs incurred by the Commission and properly allocable to the acquisition or implementation of any Wastewater Enterprise Projects [or Taxable Wastewater Enterprise Projects, as applicable,] or any portion thereof. “Credit Agreement” means the Revolving Credit and Term Loan Agreement, dated as of [November] 1, 2025, between the Commission and the Bank, as amended, restated, supplemented and modified from time to time, in accordance with the provisions thereof, and (ii) any similar document entered into with respect to a subsequent Alternate Facility. “Dealer” means the dealer or dealers selected from time to time by the Commission to market the Commercial Paper Notes pursuant to the terms of any applicable Dealer Agreement and any successors or assigns thereto.
“Dealer Agreement ” means each Dealer Agreement with a Dealer, and any and all modifications, alterations, amendments and supplements thereto, or any other dealer agreement entered into by the Commission and a Dealer with respect to the Commercial Paper Notes. “Debt Service Account ” means the Debt Service Account established within the Debt Service Fund pursuant to Section 3.01(b) hereof.
“Debt Service Fund” means the Fund by that name established pursuant to Section 3.01(b) hereof.
“Designated Representatives” means the General Manager of the Commission and those additional individuals designated by the General Manager to complete and deliver Issuance Requests and who have been identified and whose signatures have been certified in a certificate of a Designated Representative of the Commission, the form of which is attached hereto as Exhibit C delivered to the Issuing and Paying Agent.
“Director of Public Finance” means the Director of Public Finance of the City or such other officer of the City which may assume responsibility for management of the debt or other similar obligations of the City or any duly authorized designee of the Director of Public Finance or suc h other officer.
“DTC” means The Depository Trust Company, New York, New York. “Event of Default” means an Event of Default described in Section 8.01 hereof. “Expiration Date” means the date of expiration or termination of the Credit Agreement or any Alternate Facility then in effect.
“Fiscal Year” means the twelve (12) month period commencing on July 1 of each year and ending on the following June 30 or any other period of twelve (12) consecutive months adopted by the Commission as its fiscal year.
“Government Certificates” means evidences of indebtedness or ownership of proportionate interests in future principal and interest payments of Government Obligations, including depository receipts thereof, wherein (i) a bank or trust company acts as custodian and holds the

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underlying Government Obligations; (ii) the owner of the Government Certificate is a real party in interest with the right to proceed directly and individually against the obligor of the underlying Government Obligations; and (iii) the underlying Government Obligations are held in trust in a special account, segregated from the custodian’s general assets, and are not available to satisfy any claim of the custodian or any person claiming through the custodian, or any person to whom the custodian may be obligated.
“Government Obligations ” mean direct obligations of the United States of America (including obligations issued or held in book- entry form on the books of the Department of the Treasury) or evidence of ownership in a portion thereof (which may consist of specified portions of interest thereon and obligations of the Resolution Funding Corporation which constitute interest strips) if held by a custodian on behalf of the Issuing and Paying Agent, obligations the principal and interest on which are unconditional ly guaranteed by the United States of America, and prerefunded municipal obligations rated in the highest rating category by Moody’s and S&P. “Holder” or “Commercial Paper Noteholder ” means any person who is in possession of any Commercial Paper Note drawn, issued or endorsed to such person or to the order of such person or to bearer or in blank in the case of a Commercial Paper Note in bearer form or the registered owner of a Commercial Paper Note in the case of a Commercial Paper Note in registered form.
“Issuance Request” means a request made by the Commission, acting through a Designated Representative, to the Issuing and Paying Agent for the delivery of a Commercial Paper Note or Commercial Paper Notes, the form of which is attached hereto as Exhibit D. The Controller of the City and County of San Francisco shall, throughout the term of this Issuing and Paying Agent Agreement, be authorized to submit Issuance Requests to the Issuing and Paying Agent notwithstanding any provision hereof, or future amendment hereof, to the contrary. “Issuing and Paying Agent” means U.S. Bank Trust Company, National Association, or any successor or assigns permitted under this Agreement or any other Issuing and Paying Agent which is appointed by the Commission and has entered into an Issuing and Paying Agent Agreement. “Issuing and Paying Agent Agreement” means this Issuing and Paying Agent Agreement, dated as of [November] 1, 2025, between the Commission and the Issuing and Paying Agent, and any and all modifications, alterations, amendments and supplements thereto. “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, which currently is set forth in clause (b) of this “Maximum Interest Rate” definition, at any time during the term hereof, then such increased rate shall be the Maximum Interest Rate.
“Mayor” means the Mayor of the City.
“No-Issuance Notice” shall have the meaning assigned thereto in the Credit Agreement.

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“Nominee” means the nominee of the Note Depository as determined from time to time in accordance with Section 2.05 hereof.
“Note Depository” means the securities depository for the Commercial Paper Notes appointed as such pursuant to Section 2.05 hereof, and its successors and assigns. “Note Proceeds ” means proceeds of the sale of the Commercial Paper Notes or any moneys, securities or other obligations that may be deemed to be proceeds of the Commercial Paper Notes within the meaning of the Code.
“Outstanding” when used as of a particular time with reference to Commercial Paper Notes, means all Commercial Paper Notes delivered hereunder except:
(a) Commercial Paper Notes cancelled by the Issuing and Paying Agent or surrendered to the Issuing and Paying Agent for cancellation; (b) Commercial Paper Notes that are paid or deemed to be paid within the meaning of Section 9.05 hereof; and
(c) Commercial Paper Notes in lieu of or in substitution for which replacement Commercial Paper Notes shall have been issued by the Commission and delivered by the Issuing and Paying Agent hereunder.
“Parity Notes” means commercial paper notes or other short -term indebtedness payable from or secured by Available Wastewater Enterprise Revenues. “Participants” means those broker-dealers, banks and other financial institutions from time to time for which the Note Depository holds Commercial Paper Notes as depository. “Paying Agent” means, with respect to the Commercial Paper Notes, the Issuing and Paying Agent or each person or entity, if any, designated as such by the Commission herein, and its successors and assigns and any other person or entity which may at any time be substituted for it pursuant thereto.
“Principal Office” means the office of the Issuing and Paying Agent thereof designated in writing to the Commission.
“Procedural Ordinance” means Ordinance No. 203-98, enacting Article V of Chapter 43 of the San Francisco Administrative Code, adopted by the Board of Supervisors of the City on June 8, 1998 and signed by the Mayor of the City 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, to establish a procedure pursuant to which the Commission may issue or i ncur commercial paper or other short-term indebtedness, as the same may be amended from time to time. “Qualified Investments” mean, if and to the extent permitted by law and by any policy guidelines promulgated by the City:
(a) Government Obligations or Government Certificates;

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(b) Certificates, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself):
(i) Farmers Home Administration (FmHA) – Certificates of beneficial ownership;
(ii) Federal Housing Administration Debentures (FHA);
(iii) General Services Administration – Participation certificates; (iv) Government National Mortgage Association (GNMA or “ Ginnie Mae”) – guaranteed mortgage backed bonds and GNMA guaranteed pass -through obligations (participation certificates);
(v) U.S. Maritime Administration – Guaranteed Title XI financing; (vi) U.S. Department o f Housing and Urban Development (HUD) – Project notes and local authority bonds; and
(vii) Any other agency or instrumentality of the United States of America;
(c) Certificates, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non- full faith and credit United States of America government agencies (stripped securities are only permitted if they have been stripped by the agency itself):
(i) Federal Home Loan Bank System – Senior debt obligations (consolidated debt obligations);
(ii) Federal Home Loan Mortgage Corporation (FHLMC or “ Freddie Mac”) – Participation certificates (mortgage -backed securities) and senior debt obligations;
(iii) Federal National Mortgage Association (FNMA or “ Fannie Mae”) – mortgage-backed securities and senior debt obligations (excluding stripped mortgage securities which are valued greater than par on the portion of the unpaid principal);
(iv) Student Loan Marketing Association (SLMA or “ Sallie Mae” ) – Senior debt obligations;
(v) Resolution Funding Corp (REFCORP) – Only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form;

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(vi) Federal Farm Credit System – Consolidated systemwide bonds and notes; and
(vii) Any other agency or instrumentality of the United States of America;
(d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Securities Act of 1933, and having a rating by S&P of “AAAm-G” or “AAAm” and by Moody’s of “Aaa”;
(e) Certificates of deposit issued by a state or national bank or a state or federal savings and loan; provided that such certificates of deposit shall be either (i) continuously and fully insured by the FDIC; or (ii) have a maturity of not greater than 365 days and have the highest short-term letter and numerical ratings of Moody’s and S&P; (f) Savings accounts or money market deposits that are fully insured by FDIC; (g) Investment Agreements, including guaranteed investment contracts, provided either (i) the long-term unsecured debt or claims ability of the issuer or guarantor thereof is rated in the highest rating category by Moody’s and S&P, or (ii) such agreement is fully collateralized by Government Obligations or Government Certificates; (h) Commercial paper of “prime” quality rated in the highest rating category by Moody’s and S&P, which commercial paper is limited to issuing corporations that are organized and operating within the United States;
(i) Certificates or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest long -term rating categories assigned by such agencies;
(j) Federal funds or banker’s acceptances which are eligible for purchases by members of the Federal Reserve System, drawn on any bank the short-term obligations of which are rated in the highest rating category by Moody’ s and S&P; provided that the maturity cannot exceed 270 days;
(k) Repurchase agreements with maturities of either (a) 30 days or less, or (b) less than one year, provided that the collateral is marked- to-market daily, entered into with financial institutions such as banks or trust companies organized under state or federal law, insurance companies, or government bond dealers reporting to, or trading with, and recognized as a primary dealer by, the Federal Reserve Bank of New York and a member of SPIC, or with a dealer or parent holding company that is rated “A” or better by S&P or “P-1” or better by Moody’s. The repurchase agreement must be in respect of Government Obligations or Government Certificates or obligations described in paragraph (b) herein, which, exclusive of accrued interest, shall be maintained at least 100% of par, In addition, repurchase agreements shall meet the following criteria: (i) the third party (who shall not be the provider of the collateral) has possession of the repurchase securities and the Government Obligations or Government Certificates; (i i) failure to maintain the requisite

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collateral levels shall require liquidation; and (iii) the third party having possession of the securities has a perfected, first priority security interest in the securities; and (l) Any other debt or fixed income security specified by the City (except securities of the City and any agency, department, commission or instrumentality thereof) and rated in the highest rating category by Moody’ s and S&P, including prerefunded municipal obligations.
“Rating Agencies” means Moody’s or Standard & Poor ’s, or such other rating agency designated by the Commission, and approved by the Bank (which approval shall not be unreasonably withheld), maintaining a rating on the Commercial Paper Notes . For purposes of this definition, the term, “Moody’s” means Moody’s Investor ’s Service, and its successors and assigns, or if such organization no longer maintains a rating on the Commercial Paper Note s, any other rating agency designated by the Commission, with the approval of the Bank (which approval shall not be unreasonably withheld) , and the term “ Standard & Poor ’s” or “S&P” means S&P Global Ratings, and its successors and assigns, or if such organization no longer maintains a rating on the Commercial Paper Notes, any other rating agency designated by the Commission, with the approval of the Bank (which approval shall not be unreasonably withheld) . “Ratings” means any rating by a Rating Agency assigned to a Wastewater Bond. “Rebate Fund” means the Fund by that name established pursuant to Section 5.02 hereof. “Registrar” means, with respect to the Commercial Paper Notes, the Issuing and Paying Agent or such other additional person or entity, if any, designated as such by the Commission herein authorizing the issuance of the Commercial Paper Notes, and its successors and assigns and any other person or entity which may at any time be substituted for it pursuant thereto. “Revolving Note” means the promissory note of the Commission, in substantially the form of Exhibit A to the Credit Agreement, as amended, restated, supplemented and modified from time to time.
“Subordinated Wastewater Bonds” means any obligations or securities of the Commission hereafter issued pursuant to a Subordinated Wastewater Bonds Indenture. “Subordinated Wastewater Bonds Indenture ” means 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 Wastewater Bonds Indenture in favor of the Wastewater Bonds but superior to the lien in favor of the Commercial Paper Notes. “Subseries” means any of the Commercial Paper Notes designated as being of the same subseries.
“Subseries A-8 Notes” means the Public Utilities Commission of the City and County of San Francisco (Wastewater Series, Proposition E), Tax-Exempt Subseries A-8, authorized by, and at any time Outstanding under this Agreement.

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“Subseries A-8-T Notes” means the Public Utilities Commission of the City and County of San Francisco (Wastewater Series Proposition E), Taxable Subseries A-8-T, authorized by, and at any time Outstanding under this Agreement.
“Supplemental Agreement ” means any Supplemental Agreement authorized by Section 9.01 hereof.
“Taxable Wastewater Enterprise Projects” means any undertaking, facility or item which is authorized under the City Legislation, or under any future ordinance or resolution of the City, which has been determined by the Commission to be financed or refinanc ed in whole or in part with the proceeds of the Taxable Commercial Paper Notes. “Tax Certificate” means the Tax Certificate, dated as of its date concerning certain matters pertaining to the use and investment of proceeds of the Tax- Exempt Commercial Paper Notes, executed by the Commission on the date of issuance of the Commercial Paper Notes, includi ng any and all exhibits attached thereto.
“Tax-Exempt Commercial Paper Notes” means the Subseries A-8 Notes. “Taxable Commercial Paper Notes” means the Subseries A-8-T Notes. “Term Note” means the promissory notes of the Commission, in substantially the form of Exhibit B to the Credit Agreement , as amended, restated, supplemented and modified from time to time.
“Termination Date” means the date on which the Bank’ s obligations under the Credit Agreement have terminated or expired in accordance with the terms thereof. “Wastewater Bonds” means all bonds, notes, or other obligations or securities of the Commission issued pursuant to or in compliance with the provisions of the Wastewater Bonds Indenture secured by a pledge and lien on Wastewater Enterprise Revenues. “Wastewater Bonds Indenture” means that certain Indenture, dated as of January 1, 2003, 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, and any amendments, modifications and supplements thereto, providing for the issuance from time to time of Wastewater Bonds and other obligations as provided therein, and as the same may be subsequently supplemented, amended and modified from time to time. “Wastewater Enterprise” means the whole and each and every part of the municipal sanitary waste and storm water collection, treatment and disposal system and auxiliary or related facilities of the Commission, including all of the presently existing system of the Commission for the collection, treatment and disposal of sanitary waste and storm water, and all future additions, betterments, and extensions to that system or any part thereof. “Wastewater Enterprise Projects ” means any undertaking, facility or item which is authorized under the City Legislation, or under any future ordinance or resolution of the City, and

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described in a Tax Certificate, which has been determined by the Commission to be financed or refinanced in whole or in part with the proceeds of the Commercial Paper Notes. “Wastewater Enterprise Revenues” shall have the meaning ascribed to the term “Revenues” in the Wastewater Bonds Indenture.

Section 1.02. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.
(b) The words “hereof,” “herein,” “hereto,” “hereby” and “hereunder” refer to this entire Agreement.
(c) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.

Section 1.03. Agreement to Constitute Contract. In consideration of the purchase and acceptance of any or all of the Commercial Paper Notes by those who shall own the same from time to time, the provisions of this Agreement shall be part of the contract of the Commission with Holders of the Commercial Paper Notes, and shall be deemed to be and shall constitute contracts between the Commission, the Issuing and Paying Agent and the Holders from time to time of the Commercial Paper Notes.

ARTICLE II

GENERAL AUTHORIZATION AND ISSUANCE; THE COMMERCIAL PAPER NOTES
Section 2.01. Authorized Amount of Commercial Paper Notes; Terms and Description of Commercial Paper Notes.
(a) No Commercial Paper Notes may be issued under the provisions of this Agreement except in accordance with this Article II.
(b) The Commission hereby authorizes the issuance of its “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Tax -Exempt Subseries A -8” (the “Subseries A -8 Notes”) and its “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Taxable Subseries A -8-T” (the “Subseries A-8-T Notes” and, together with the Subseries A-8 Notes, the “Commercial Paper Notes”) in order to provide interim financing for the Cost of any Wastewater Enterprise Projects or Taxable Wastewater Project, as applicable, subject to the provisions of this Section 2.01 and as hereinafter provided. The Commercial Paper Notes shall be issued from time to tim e pursuant to the Commission’s direction as provided herein to

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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 Commer cial 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 authorization to issue and reissue Commercial Paper Notes for the purposes contemplated herein. The aggregate principal amount of Commercial Paper Notes that may be Outstanding at any one time hereunder shall not at any time exceed the lesser of (a) $150,000,000 and (b) the Available Principal Commitment (as defined in the Credit Agreement) under the Credit Agreement.
(c) The Commercial Paper Notes shall be dated the date of their respective authentication and issuance , shall be issued in bearer or registered form, as shall be determined by the General Manager of the Commission, shall be issued in denominations of $100,000 and in integral multiples of $1,000 in excess thereof , and interest on the Commercial Paper Notes shall be separately stated by rate and amount on the Issuance Request form in the form of Exhibit D hereto. Commercial Paper Notes shall bear interest from their respective dates, payable on their respective maturity dates. (d) The Commercial Paper Notes (i) shall bear interest payable at maturity at an annual rate (calculated, in the case of the Tax Exempt Commercial Paper Notes, on the basis of the actual number of days elapsed and a year consisting of 365 days , and, in the case of the Taxable Commercial Paper Notes, on the basis of the actual number of days elapsed and a year consisting of 360 days), which shall not in any event exceed the Maximum Interest Rate, (ii) shall mature on a Business Day not more than 270 days after their respective dates, but in no event later than the Business Day immediately preceding the Termination Date, and (iii) shall be sold by a Dealer pursuant to a Dealer Agreement at a price of not less than 100% of the principal amount thereof. The stated interest rate, maturity date and other terms of each Commercial Paper Note, so long as not inconsistent with the terms of this Agreement, shall be as set forth in the Issuance Request required by Section 2.06 hereof directing the issuance of such Commercial Paper Note. (e) The Commercial Paper Notes shall not be subject to redemption prior to maturity.
(f) The Commercial Paper Notes shall be numbered in such manner as the Issuing and Paying Agent may deem appropriate.

Section 2.02. Payment. The Commission covenants to duly and punctually pay or cause to be paid from proceeds of refunding Commercial Paper Notes, or from Advances, the principal of and interest on each and every Commercial Paper Note when due, as described in Section 3.04 hereof. The principal of and interest on the Commercial 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 Proceeds from Commercial Paper Notes issued on such date, are insufficient to pay principal of and interest on maturing Commercial Paper Notes, the Issuing and Paying Agent shall immediately notify the General Manager of the Commission who

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shall cause the Commission to make all payments of interest and principal directly to the Issuing and Paying Agent in immediately available funds on or prior to [2:15 p.m.], New York City time, on the date payment is due on any Commercial Paper Note.

The principal of and the interest on the Commercial Paper Notes shall be payable at the Principal Office of the Issuing and Paying Agent on or before the close of business on any Business Day upon which such Commercial Paper Notes have become due and payable; provided that such Commercial Paper Notes are presented and surrendered on a timely basis. Upon presentation of such a Commercial Paper Note to the Issuing and Paying Agent no later than 9:00 a.m. (New York City time) on a Business Day, payment for su ch Commercial Paper Note shall be made by the Issuing and Paying Agent in immediately available funds on such Business Day. If a Commercial Paper Note is presented for payment after 9:00 a.m. (New York City time) on a Business Day, payment therefor may be made by the Issuing and Paying Agent on the next succeeding Business Day without the accrual of additional interest thereon.

Notwithstanding the provisions of the previous paragraph, in the event the Commercial Paper Notes are issued as a master note or master notes in book-entry form, they shall be payable at maturity without physical presentation or surrender in accordance wit h the procedures of the Note Depository.

The Issuing and Paying Agent shall pay the principal and interest on a book- entry Commercial Paper Note to the Note Depository in immediately available funds, which payment shall be by net settlement of the Issuing and Paying Agent’s account at the Note Depository. The Issuing and Paying Agent shall have no obligation under the Agreement to make any payment for which there is not sufficient, available and collected funds in the applicable account, and the Issuing and Paying Agent may, without liability to the Commission, refuse to pay any Commercial Paper Note that would result in an overdraft to such account.

Section 2.03. Authentication of Commercial Paper Notes . The Issuing and Paying Agent is by this Agreement designated by the Commission as an Authenticating Agent, Registrar and Paying Agent for the Commercial Paper Notes and shall perform such duties in such capacity in accordance with the terms of this Agreement; provided however, the Issuing and Paying Agent when acting hereunder as the Authenticating Agent, Registrar or Paying Agent shall be afforded the same protections provided to the Issuing and Paying Agent hereunder as if each such provision affording protection to the Issuing and Paying Agent explicitly referred to the Authenticating Agent, Registrar and Paying Agent. Notwithstanding anything herein to the contrary, the Issuing and Paying Agent shall not (i) authenticate Commercial Paper Notes which mature later than the Business Day immediately preceding the Termination Date, ( ii) authenticate Commercial Paper Notes if (a) an Event of Default then exists of which it has been given written notice of, or (b) after the Issuing and Paying Agent has received a No- Issuance Notice, which No-Issuance Notice has not been withdrawn or rescinded by the Bank.

If any Commercial Paper Notes are to be issued in bearer form, the Commission shall from time to time furnish the Issuing and Paying Agent with an adequate supply of Commercial Paper Notes, each of which shall have attached such number of carbon copies as the Issuing and Paying Agent shall reasonably specify. When any Commercial Paper Notes are delivered to the Issuing and Paying Agent by the Commission, the I ssuing and Paying Agent shall execute and deliver to

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the Commission a receipt therefor and shall hold such Commercial Paper Notes for the account of the Commission in safekeeping in accordance with its customary practice.

Section 2.04. Form of Commercial Paper Notes and Authentication Certificate. The definitive Commercial Paper Notes and the Certificate of Authentication endorsed thereon shall be substantially in the forms set forth in Exhibits A and B hereto (each, a “Master Note”), as applicable, and made a part hereof, with such appropriate variations, omissions and insertions as shall be required or appropriate in order to accomplish the purpose of the transactions authorized by this Agreement , executed by the Commission pursuant to the book -entry commercial paper program of the Note Depository. The Issuing and Paying Agent shall maintain such Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of such Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Notes and the book- entry notes shall be subject to DTC’s rules and procedures, as amended from time to time. The Issuing and Paying Agent shall not be liable or responsible for sending transaction stateme nts of any kind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes.

The Commercial Paper Notes may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law or regulation with respect thereto.

Section 2.05. Book-Entry System. Unless the General Manager of the Commission or his or her designee directs the Issuing and Paying Agent to issue Commercial Paper Notes in bearer form or registered form other than in book-entry form, the Commercial Paper Notes shall initially be issued in book-entry form as further provided in this Section 2.05. (a) The Commercial Paper Notes issued pursuant to this Agreement shall initially be issued in the form of a separate single fully-registered Note. Except as provided in subsection (c) of this Section 2.05, all of the Commercial Paper Notes shall be registered in the name of the Nominee. Notwithstanding any provision to the contrary in Section 2.06, so long as the Commercial Paper Notes remain in the form of one or more master notes in book- entry form, the issuance of Notes pursuant to an Issuance Request against payment therefor shall not require the physical delivery of note certificates.

The Issuing and Paying Agent and the Commission may treat the registered owner of each Commercial Paper Note as the sole and exclusive owner thereof for the purposes of payment of the principal of or interest on the Commercial Paper Notes, giving any notice permitted or required to be given to Commercial Paper Noteholders under this Agreement, registering the transfer of Commercial Paper Notes, obtaining any consent or other action to be taken by Commercial Paper Noteholders, and for all other purposes whatsoever, and neither the Issuing and Paying Agent nor the Commission shal l be affected by any notice to the contrary.

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Neither the Issuing and Paying Agent nor the Commission shall have any responsibility or obligation to any participant in the Note Depository (a “Participant”), any person claiming a beneficial ownership interest in the Commercial Paper Notes under or through the Note Depository or any Participant, or any other person who is not shown on the registration books as being a Commercial Paper Noteholder, with respec t to (i) the accuracy of any records maintained by the Note Depository or any Participant; (ii) the payment by the Note Depository or any Participant of any amount in respect of the principal of or interest on the Commercial Paper Notes; (iii) the delivery of any notice which is permitted or required to be given to Commercial Paper Noteholders under this Agreement; (iv) any consent given or other action taken by the Note Depository as Commercial Paper Noteholder; or (v) any other purpose.

The Issuing and Paying Agent shall pay all principal of and interest on the Commercial Paper Notes only to or upon the order of the Note Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Commission’ s obligations with respect to the payment of the principal of and interest on the Commercial Paper Notes to the extent of the, sum or sums so paid. Upon delivery by the Note Depository to the Issuing and Paying Agent of written notice to the effect that the Note Depository has determined to substitute a new Nominee in place of the current Nominee, and subject to the provisions herein with respect to record dates, the word Nominee in this Article II shall refer to such new Nominee.
(b) In order to qualify the Commercial Paper Notes for the Note Depository’ s Book-Entry System, the appropriate officers or employees of the Commission are hereby authorized and directed to execute, seal, countersign and deliver, with a copy to the Issuing and Paying Agent, on behalf of the Commission to the Note Depository for the Commercial Paper Notes, a Letter of Representation from the Commission representing such matters as shall be necessary to so qualify the Commercial Paper Notes. The execution and delivery of the Letter of Representation shall not in any way limit the provisions of this Section 2.05 or in any other way impose upon the Commission any obligation whatsoever with respect to persons having beneficial ownership interests in the Commercial Paper Notes other than the Commercial Paper Noteholders.
(c) In the event (i) the Note Depository determines not to continue to act as securities depository for Commercial Paper Notes, or (ii) the Commission determines that the Note Depository shall no longer so act and delivers a written certificate to the Issuing and Paying Agent to that effect, then the Commission will discontinue the Book- Entry System with the Note Depository for such Commercial Paper Notes. If the Commission determines to replace the Note Depository for the Commercial Paper Notes with another qualified securities depository, the Commission shall prepare or direct the preparation of a new, single, separate, fully registered Commercial Paper Note for such Commercial Paper Notes registered in the name of such successor or substitute qualified Note Depository or its Nominee, or make such other arrangements acceptable to the Issuing and Paying Agent and such successor or substitute Note Depository as are not inconsistent with the terms of this Agreement. If the Commission fails to identify another qualified Note Depository to replace the incumbent Note Depository for the Commercial Paper Notes then such Commercial Paper Notes shall no longer be restricted to being registered in the bond

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registration books in the name of the incumbent Note Depository or its Nominee, but shall be registered in whatever name or names the incumbent Note Depository or its Nominee transferring or exchanging such Commercial Paper Notes shall designate. (d) Notwithstanding any provision of this Agreement to the contrary, so long as the Commercial Paper Notes are registered in the name of the Nominee, all payments with respect to principal of and interest on the Commercial Paper Notes and all notices with resp ect to the Commercial Paper Notes shall be made and given, respectively, as provided in the Letter of Representation or as otherwise instructed by the Note Depository. (e) The initial Note Depository with respect to the Commercial Paper Notes shall be the Depository Trust Company (“DTC”). The initial Nominee with respect to the Commercial Paper Notes shall be CEDE & CO., as nominee of DTC. (f) Upon receipt of an Issuance Request from the Commission with respect to book-entry Commercial Paper Notes, the Issuing and Paying Agent shall transmit such instructions to Note Depository and direct Note Depository to cause appropriate entries of the Book-Entry Notes to be made in accordance with Note Depository’ s applicable rules, regulations and procedures for book -entry commercial paper programs. The Issuing and Paying Agent shall assign CUSIP numbers to the Commission's Commercial Paper Notes to identify the Commission’s aggregate principal amount of outstanding Commercial Paper Notes in Note Depository’s system, together with the aggregate unpaid interest (if any) on such Notes. Promptly following Note Depository’ s established settlement time on each issuance date, t he Issuing and Paying Agent shall access Note Depository’ s system to verify whether settlement has occurred with respect to the Commission ’s Commercial Paper Notes. The Issuing and Paying Agent shall have no liability to the Commission whatsoever if any Note Depository participant purchasing a Commercial Paper Note fails to settle or delays in settling its balance with Note Depository or if Note Depository or any Note Depository participant fails to perform in any respect.

Section 2.06. Conditions Precedent to Delivery of Commercial Paper Notes. (a) Prior to the issuance of the first Commercial Paper Notes hereunder, Commercial Paper Notes shall be executed by manual or facsimile signature of the General Manager of the Commission and countersigned by the Secretary of the Commission on behalf of the Commission and delivered to the Issuing and Paying Agent , who shall hold such Commercial Paper Notes unauthenticated in safekeeping for the Commission.

Subject to the provisions of Sections 2.01 and 2.05 hereof and paragraphs (e) and (d) of this Section 2.06, at any time and from time to time prior to the Termination Date, Commercial Paper Notes shall be manually authenticated and delivered by the Issuing and Paying Agent for the consideration and in the manner hereinafter provided, but only upon receipt by the Issuing and Paying Agent of an Issuance Request in the form attached hereto as Exhibit D or upon oral receipt by the Issuing and Paying Agent of information as set forth in Exhibit D, no later than 10:00 a.m. (New York City time) on the Business Day on which Commercial Paper Notes are to be delivered, directing the Issuing and Paying Agent to authenticate the Commercial Paper Notes referred to therein and to deliver the same to or upon the order of a Dealer. Each Issuance Request shall include: (i) the S ubseries

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designation of each Commercial Paper Note to be delivered; (ii) the principal amount and date of each Commercial Paper Note then to be delivered; (iii) the rate and amount of interest thereon; (iv) the maturity date thereof; and (v) if the Commercial Paper Notes are sold at a premium, the purchase price of the Commercial Paper Notes. Any such Issuance Request shall be accompanied by an acknowledgment from the Director of Public Finance, or his or her designee, approving of said Issuance Request. No later than 11:00 a.m. (New York City time) on each Business Day on which the Commission proposes to issue Commercial Paper Notes, each Dealer shall report to the Commission each transaction made with or arranged by it or shall notify the Commission and the Issuing and Paying Agent of the difference, if any, between the amount of maturing Notes and the amount of Notes which such Dealer has arranged to sell or has agreed in its sole discretion to purchase.

Subject to the provisions of Section 2.05 hereof, upon receipt of such Issuance Request (which may be (a) mailed, (b) telephoned, (c) transmitted through an electronic instruction and reporting communication service offered by the Issuing and Paying Agent; and/or (d) transmitted by electronic mail to the Issuing and Paying Agent), the Issuing and Paying Agent shall, by 11:30 a.m. (New York City time) on such day, complete each Commercial Paper Note then to be delivered as to amount, date, maturity date, interest rate and interest amount specified in such Issuance Request, and deliver each such Commercial Paper Note to or upon the order of the requesting Dealer upon receipt of payment therefor; provided, however, that no such Commercial Paper Notes shall be delivered by the Issuing and Paying Agent if such delivery would result in the aggregate principal amount of Commercial Paper Notes Outstanding being in excess of the lesser of (i) $150,000,000 or (ii) the Aggregate Available Commitment.

Notwithstanding any provision herein to the contrary, no such Commercial Paper Notes shall be delivered by the Issuing and Paying Agent if (A) it shall have received notice from a Designated Representative directing the Issuing and Paying Agent to cease authenticating and delivering Commercial Paper Notes until such time as such direction is withdrawn by similar notice, (B) it shall have received written notice that an Event of Default shall have occurred and be continuing, (C) with respect to the Tax -Exempt Commercial Paper Notes, it shall have received written notice from Bond Counsel that their opinion regarding the exclusion of interest on the Tax- Exempt Commercial Paper Notes from gross income for federal income tax purposes thereof is being withdrawn, (D) the maturity date of such Commercial Paper Notes would extend beyond the Business Day immediately preceding the Termination Date , or (E) the Issuing and Paying Agent shall have received a No -Issuance Notice. If an Issuance Request is received after 10 :00 a.m. (New York City time) on a given day, the Issuing and Paying Agent shall not be obligated to deliver the requested Commercial Paper Notes until the next succeeding Business Day.

A copy of each Commercial Paper Note authenticated in bearer form by the Issuing and Paying Agent shall be promptly mailed by U.S. mail, first class, postage prepaid, to the Commission by the Issuing and Paying Agent. The Issuing and Paying Agent shall furnish the Commission with such additional information with respect to the carrying out of its duties hereunder as the Commission from time to time shall reasonably request.

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(b) In addition to the Issuance Request described above in this Section 2.06, and as a further condition to the issuance of any Commercial Paper Notes, the Designated Representative shall certify to the Issuing and Paying Agent that, as of the date of delivery of such Commercial Paper Notes, (i) the Credit Agreement is in full force and effect; (ii) after the issuance of such Commercial Paper Notes and the application of the proceeds thereof, the aggregate principal amount of Commercial Paper Notes Outstanding will not exceed the amount that at the time is authorized to be Outstanding as provided in Section 2.01(b) hereof; (iii) the interest rates borne by the Commercial Paper Notes to be delivered on such date do not exceed the Maximum Interest Rate; (iv) unless the Commercial Paper Notes to be issued are taxable, the facts, estimates, circumstances and representations set forth or made (as the case may be) in the Tax Certificate continue to exist and are reaffirmed on such date; (v) the terms of the Commercial Paper Notes do not exceed 270 days and the maturity dates of such Commercial Paper Notes set forth in the Issuance Request do not extend beyond the Business Day immediately preceding the Termination Date or the latest maturity date allowed by the City Legislation ; (vi) the Commission has not been notified by Bond Counsel that their opinion with respect to the validity of the Commercial Paper Notes and the tax treatment of the interest on the Tax-Exempt Commercial Paper Notes delivered prior to the initial issuance of the Commercial Paper Notes has been revised or withdrawn or, if any such revisions or withdrawal has occurred, the revised opinion or a substitute opinion acceptable to the Dealers has been delivered; (vii) no Event of Default has occurred and is then continuing; (viii) all of the conditions precedent to the issuance of such Commercial Paper Notes, including the consent of the Director of Public Finance, to the delivery of such Issuance Request, set forth in this Section 2.06 have been satisfied; and (ix) it has not received a No-Issuance Notice from the Bank.

The delivery of any Issuance Request to the Issuing and Paying Agent by a Designated Representative in the manner provided in this Section 2.06 shall constitute the certification and representation of the Commission as of the date of such Issuance Request as to the matters set forth in the immediately preceding paragraph. (c) Any Issuance Request made by telephone pursuant to this Section 2.06 may be recorded by the Issuing and Paying Agent and confirmed promptly in writing by a Designated Representative; provided however, that the failure so to confirm any such Issuance Request, or any conflict between any such recorded oral Issuance Request and the written confirmation thereof, shall not affect the validity of any recorded oral Issuance Request received by the Issuing and Paying Agent as provided herein. If the Issuing and Paying Agent does not record an oral Issuance Request, and a conflict exists between such oral Issuance Request and the written confirmation thereof, the terms of the written confirmation shall control.
(d) Prior to the initial delivery of the Commercial Paper Notes under this Agreement and as a condition to such initial issuance, the Commission shall be notified by the Issuing and Paying Agent that the Issuing and Paying Agent has received:
(i) The fully executed Credit Agreement;

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(ii) The opinions of the United States counsel (and foreign counsel if the Bank, is a United States branch or agency of a bank organized under the laws of a country other than the United States) to the Bank, addressed to the Commission, the City and the Issuing and Paying Agent, to the effect that the Credit Agreement is a valid and binding obligation of the Bank, enforceable in accordance with its terms; and
(iii) Fully executed counterparts of the Dealer Agreements.

Section 2.07. Commercial Paper Notes . The Commission and the Issuing and Paying Agent may deem and treat the bearer of Commercial Paper Notes in bearer form or the registered owner of Commercial Paper Notes in registered form as the absolute owner thereof (whether or not such Commercial Paper Note shall, be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuing and Paying Agent), for the purpose of receiving payment thereof or on account thereof and for all other purposes, and neither the Commission nor the Issuing and Paying Agent shall be affected by any notice to the contrary.

Section 2.08. Mutilated, Lost, Stolen or Destroyed Commercial Paper Notes . If any Commercial Paper Note shall become mutilated, the Commission, at the expense of the Holder of such Commercial Paper Note, shall execute or cause to be executed, and the Issuing and Paying Agent shall thereupon authenticate and deliver a new Commercial Paper Note of like tenor bearing a different number in exchange and substitution for the Commercial Paper Note so mutilated, but only upon surrender to the Issuing and Paying Agent of the Commercial Paper Note so mutilated.

If any Commercial Paper Note shall be lost, destroyed or stolen, evidence of the ownership thereof, and of such loss, destruction or theft may be submitted to the Commission and the Issuing and Paying Agent and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the Commission, at the expense of the Holder, shall execute, and the Issuing and Paying Agent shall thereupon authenticate and deliver a new Commercial Paper Note of like t enor and bearing a different number in lieu of and in s ubstitution for Commercial Paper Note so lost, destroyed or stolen (or if any such Commercial Paper Note shall have matured or shall be about to mature, instead of issuing a substitute Commercial Paper Note , the Commission may direct the Issuing and Paying Agent to pay the same without surrender thereof). The Commission and Issuing and Paying Agent may require payment by the registered Holder of a Commercial Paper Note of a sum not exceeding the actual cost of preparing each new Commercial Paper Note executed and delivered pursuant to this paragraph and of the expenses which may be incurred by the Commission and the Issuing and Paying Agent . Any Commercial Paper Note executed and delivered under these provisions in lieu of any Commercial Paper Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Commission whether or not Commercial Paper Note so alleged to be lost, destroyed or stolen shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement with all other Commercial Paper Notes secured by this Agreement.

Section 2.09. Surrender of Commercial Paper Notes. All Commercial Paper Notes surrendered for payment or registration of transfer, if surrendered to any person other than the Issuing and Paying Agent, shall be delivered to the Issuing and Paying Agent and shall be promptly cancelled by the Issuing and Paying Agent. The Commission may at any time deliver to the Issuing and Paying Agent for cancellation any Commercial Paper Notes previously authenticated and

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delivered hereunder which the Commission may have acquired in any manner whatsoever, and all Commercial Paper Notes so delivered shall promptly be cancelled by the Issuing and Paying Agent. No Commercial Paper Note shall be authenticated in lieu of or in exchange for any Commercial Paper Notes cancelled as provided herein, except as expressly permitted hereunder.

All cancelled Commercial Paper Notes held by the Issuing and Paying Agent shall be disposed of as directed by the Commission.

Section 2.10. Execution and Authentication of Commercial Paper Notes . The Commercial Paper Notes shall be executed by and in the name of the Commission under this Agreement, by the signature of the General Manager of the Commission attested by the Secretary of the Commission and shall be delivered to the Issuing and Paying Agent. Such signature shall be manually affixed to the Commercial Paper Notes, except that if the Commercial Paper Notes shall have been manually authenticated by the Issuing and Paying Agent, the signature of the General Manager of the Commission and Secretary of the Commission may be a printed, lithographed or engraved facsimile thereof. The Issuing and Paying Agent is hereby authorized to cause the blank spaces in forms of Commercial Paper Notes attached hereto to be filled in as may be appropr iate and to deliver the Commercial Paper Notes to the Dealers as directed by the Commission.

Section 2.11. Temporary Commercial Paper Notes.
(a) Until definitive Commercial Paper Notes are prepared, the Commission may execute and deliver, or, in the case of registered Commercial Paper Notes, upon request by the Commission, the Authenticating Agent shall authenticate and deliver, temporary Commercial Paper Notes that may be typewritten, printed or otherwise reproduced in lieu of definitive Commercial Paper Notes subject to the same provisions, limitations and conditions as definitive Commercial Paper Notes. The temporary Commercial Paper Notes shall be dated as provided herein, shall be, in such denomination or denominations and shall be numbered as the Commission shall determine, and shall be of substantially the same tenor as the definitive Commercial Paper Notes, but with such omissions, insertions and variations as the officers of the Commission executing the same may determine. The temporary Commercial Paper Notes shall only be issued in fully registered form, and may be issued in the form of a single Commercial Paper Note. (b) Without unreasonable delay after the issuance of any temporary Commercial Paper Notes, the Commission shall cause the definitive Commercial Paper Notes to be prepared, executed and delivered. Any temporary Commercial Paper Notes issued shall be exchangeable for definitive Commercial Paper Notes upon surrender to the Issuing and Paying Agent or, in the c ase of registered, Commercial Paper Notes, to the Registrar of any such temporary Commercial Paper Note or Commercial Paper Notes, and, upon request by the Commission, the Authenticating Agent shall authenticate and deliver to the Holder of the temporary Commercial Paper Note or Commercial Paper Notes, in exchanges therefor, a like principal amount of definitive Commercial Paper Notes in authorized denominations of the same interest rate and maturity date. Until so exchanged the temporary Commercial Paper Notes shall in all respects be entitled to the same benefits as definitive Notes executed and delivered pursuant hereto.

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(c) All temporary Commercial Paper Notes surrendered in exchange for a definitive, Commercial Paper Note or Commercial Paper Notes shall forthwith be cancelled by the Issuing and Paying Agent or the Registrar.

Section 2.12. Non-Presentment of Commercial Paper Notes; Unclaimed Money. (a) If any Commercial Paper Notes are not presented for payment when the principal thereof becomes due, all liability of the Commission to the Holder thereof for the payment of such Commercial Paper Notes shall be completely discharged if funds sufficient to pay such Commercial Paper Notes and the interest due thereon to the stated maturity date shall be held by the Issuing and Paying Agent for the benefit of such Holder, and thereupon it shall be the duty of the Issuing and Paying Agent to hold such funds subject to subsection (b) below, without liability for interest thereon, for the benefit of such Holder, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature under this Agreement or on, or with respect to, such Commercial Paper Note.
(b) Anything contained herein to the contrary notwithstanding, any money held by the Issuing and Paying Agent in trust for the payment and discharge of any Commercial Paper Notes which remains unclaimed for two (2) years after the date when the payments on such Commercial Paper Notes have become payable, if such money was held by the Issuing and Paying Agent on such date, or for two (2) years after the date of deposit of such money if deposited with the Issuing and Paying Agent after the date when the principal of such Commercial Paper Notes have become payable, shall upon written direction from the Commission be repaid by the Issuing and Paying Agent to the Commission as its absolute property free from trust, and the Issuing and Paying Agent shall thereupon be released and discharged with respect thereto and the Holders shall look only to the Commission for the payment of the principal of such Commercial Paper Notes and the interest due thereon to the stated m aturity date; provided that before directing the Issuing and Paying Agent to make any such payment to the Commission, the Commission shall publish once in The Wall Street Journal a notice that such money remains unclaimed and that after a date named in such notice, which date shall not be less than sixty (60) days after the date of the earliest publication of such notice, the Commission shall direct the Issuing and Paying Agent to pay to the Bank so much of such money as the Bank certifies to the Commission and the City, that the Commission owes to the Bank w ith respect to any Commercial Paper Note or under the Credit Agreement or this Agreement, and the Commission shall direct the Issuing and Paying Agent to pay any balance of such money then unclaimed to be returned to the Commission.

Section 2.13. SPANS Online.
(a) The Commission and each Designated Representative may use the U.S.

Bank Securities Processing Automated Notes System Online (“SPANS Online”) instruction and reporting communication service to transmit instructions to the Issuing and Paying Agent or obtain reports with respect to the Commercial Paper Notes. The Commission acknowledges that (i) some or all of the services utilized in connection with SPANS Online are furnished by SS&C Technologies, Inc. (“SS&C”), (ii) SPANS Online

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is provided to the Commission “AS IS” without warranties or representations of any kind whatsoever, and (iii) SPANS Online is proprietary and confidential property disclosed to the Commission in confidence and may be utilized only on the SPANS Online Terms and Conditions as set forth in the SPANS Online website and for purposes set forth in this Agreement.
(b) To permit the use of SPANS Online to transmit instructions and/or obtain reports with respect to the Commercial Paper Notes, the Issuing and Paying Agent will supply the Commission with a customer identification number and initial passwords. The Commission may thereafter change its passwords directly through SPANS Online. The Commission will keep all information relating to its identification number and passwords strictly confidential and will be responsible for the maintenance of adequate security over its customer identification number and passwords. Instructions transmitted over SPANS Online and received by the Issuing and Paying Agent pursuant to this Agreement shall be deemed conclusive evidence that such instructions are correct and complete and tha t the issuance or redemption of the Commercial Paper Notes directed thereby has been duly authorized by the Commission.
(c) Instructions transmitted via SPANS Online shall be the equivalent to the giving of a duly authorized written instruction which the Issuing and Paying Agent may act upon without liability.

ARTICLE III

FUNDS AND ACCOUNTS; APPLICATION OF NOTE PROCEEDS
Section 3.01. Establishment and Designation of Funds and Accounts. (a) There is hereby established a Construction Fund, with accounts therein for each Subseries of Commercial Paper Notes designated as the “Subseries A-8 Construction Account” and the “Subseries A-8-T Construction Account”, which the City Treasurer shall hold in accordance with this Agreement;
(b) There is hereby established hereunder a Debt Service Fund, and the Issuing and Paying Agent shall hold such fund in accordance with this Agreement and within such fund establish and maintain the following accounts:
(i) Debt Service Account, with subaccounts therein for each Subseries of Commercial Paper Notes designated as the “Subseries A-8 Debt Service Account” and the “Subseries A-8-T Debt Service Account”; (ii) Bank Payment Account , with subaccounts therein for each Subseries of Commercial Paper Notes designated as the “Subseries A -8 Bank Payment Account” and the “Subseries A-8-T Bank Payment Account”; and (iii) Bank Note Debt Service Account, with subaccounts therein for each Subseries of Commercial Paper Notes designated as the “Subseries A-8 Bank Note

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Debt Service Account” and the “Subseries A -8-T Bank Note Debt Service Account”.

Section 3.02. Deposit of Proceeds of Commercial Paper Notes . Immediately upon receipt thereof, the Issuing and Paying Agent shall deposit the proceeds of the sale of any Subseries of Commercial Paper Notes into the applicable account or subaccount of the Debt Service Fund.

Such amount, together with any amount paid by the Commission for deposit into such Debt Service Fund shall be applied in the following order: (i) to pay principal of and interest on the applicable Subseries of Commercial Paper Notes then due and pa yable, (ii) to reimburse the Bank for any Advances for such Subseries under a Credit Agreement; and (iii) for transfer to the City Treasurer for deposit in the related account of the Construction Fund.

Section 3.03. Application of Moneys in Construction Fund. (a) Moneys in the Construction Fund attributable to each S ubseries of Commercial Paper Notes shall be applied by the Commission to the payment of the Cost of Wastewater Enterprise Projects or the Cost of Taxable Wastewater Enterprise Projects, as applicable, and to the payment of the administrative costs related to the applicable Subseries of Commercial Paper Notes, including but not limited to the fees and expenses of the Dealers, the Issuing and Paying Agent, the Rating Agencies, the Bank and any other attorneys, consultants or service providers, which administrative costs shall be paid by the Commission on or about the last day of March, June, September and December of each year.
(b) [NRF TO REVIEW] The General Manager of the Commission is hereby authorized to disburse from each account of the Construction Fund the amount required for the payment of the Cost of Wastewater Enterprise Projects or the Cost of Taxable Wastewater Enterprise Projects, as applicable, and administrative costs and is directed to make such disbursements upon receipt of a warrant drawn by the Controller. Proceeds of the Tax-Exempt Commercial Paper Notes may not be used to finance or refinance any portion of the C ost of Taxable Wastewater Enterprise Projects and administrative costs funded with proceeds of the Taxable Commercial Paper Notes, unless the Commission receives an opinion of Bond Counsel that such use of proceeds will not adversely affect the exclusion from gross income for fede ral tax purposes of interest on the Tax Exempt Commercial Paper Notes.

Section 3.04. Deposits Into and Uses of the Debt Service Account and the Bank Payment Account.
(a) The Issuing and Paying Agent shall make information available to the Commission on or before 5:00 p.m., New York City time, on the Business Day prior to the maturity date of each Commercial P aper Note, as to the total amount of principal and interest due, on such maturity date.
(b) On or before 11:00 a.m., New York City time, on the maturity date of each Subseries of Commercial Paper Notes, the Commission shall deposit or cause the Dealers to deposit from amounts representing proceeds of sale of such Subseries of Commercial

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Paper Notes, or at the Commission’ s option, from Available Water Enterprise Revenues (or borrowings secured thereby), an amount sufficient, together with all other amounts available to the Issuing and Paying Agent, to pay principal and interest due on such Commercial Paper Notes on such maturity date.
(c) In the event that the Commission or Dealers have not made, nor have notified the Issuing and Paying Agent that they expect to make, the deposit required by Section 3.04(b), the Commission hereby authorizes and instructs the Issuing and Paying Agent to, on or before 11: 00 a.m., New York City time, on the maturity date of each Commercial Paper Note, submit a request to draw an amount under the Credit Agreement sufficient, together with all other amounts available to the Issuing and Paying Agent in the applicable Debt Service Account, to pay the principal and interest due on all applicable Commercial Paper Notes on such maturity date on or before 1:30 p.m., New York City time.
(d) The Issuing and Paying Agent shall deposit any amounts received pursuant to Sections 3.04(b) and (c) into the applicable Debt Service Account, and immediately apply such amounts to pay the principal of and interest due on the applicable Commercial Paper Notes on such maturity date.
(e) If, following the payment of the Commercial Paper Notes, the Issuing and Paying Agent shall receive the proceeds of Commercial Paper Notes or other amounts from the Commission, such amounts shall be deposited into the applicable Bank Payment Account and used to reimburse the Bank for any Advances under the Credit Agreement. (f) Moneys in the Debt Service Account and the Bank Payment Account shall not be invested.
(g) Any lien that the Issuing and Paying Agent may have on any Advance under the Credit Agreement shall be expressly subordinate to the lien on such funds created for the benefit of the holders of the Commercial Paper Notes and the Bank.

Section 3.05. Advances Under the Credit Agreement . The Issuing and Paying Agent agrees to enforce the Credit Agreement for the benefit 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( c), an authorized officer of the Issuing and Paying Agent shall present all required drawing certificates and accompanying documentation, if required, to the Bank and demand payment be made under the Credit Agreement on such maturity date at such time and in such amount not in excess of the Available Commitment so as to be timely and sufficient to pay the entire amount of principal and interest becoming due on all Commercial Paper Notes on such date; provided that, in e ach case any certificates of the Issuing and Paying Agent shall be signed by one who states therein that such person is a duly authorized officer of the Issuing and Paying Agent.

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

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Section 3.06. Investments Authorized. Except as otherwise set forth herein, money held by the Issuing and Paying Agent in any fund or account hereunder shall be invested by the Issuing and Paying Agent in Qualified Investments pending application as provided herein solely at the written direction of a Designated Representative, shall be registered in the name of the Issuing and Paying Agent where applicable, as Issuing and Paying Agent, and shall be held by the Issuing and Paying Agent. Money held in any fund, account, or subaccount hereunder (other than the Rebate Fund) may be commingled for purposes of investment only; provided, however, that each fund, account, or subaccount held by the Issuing and Paying Agent hereunder shall be accounted for separately and provided, further, that moneys in the Debt Service Account and the Bank Payment Account shall not be invested.

Section 3.07. Moneys Remaining in Funds and Accounts . At any time there are no Commercial Paper Notes Outstanding or any Bank Notes Outstanding, the Commission may withdraw moneys from any Fund or Account established hereunder by written direction to the Issuing and Paying Agent. Upon receipt of such a written request, the Issuing and Paying Agent shall deliver any amounts so specified to, or upon the order of, the Commission.

ARTICLE IV

THE BANK NOTES
Section 4.01. Authorization and Terms of Bank Notes.
(a) The Commission hereby authorizes the issuance of the Bank Notes, subject to the provisions of this Section 4.01 and as hereinafter provided. Bank Notes shall be issued from time to time as provided in the Credit Agreement. Revolving Notes and Term Notes shall be designated the “Public Utilities Commission of the City and County of San Francisco Liquidity Facility Revolving Bank Note, Subseries A-8” and the “Public Utilities Commission of the City and County of San Francisco Liquidity Facility Term Bank Note, Subseries A-8,” respectively. Bank Notes shall be issued in consideration of the payment of the related Advance. The aggregate principal amount of Bank Notes that may be Outstanding at any one time hereunder or under any Credit Agreement shall not at any time exceed the Aggregate Available Commitment.
(b) The Bank Notes shall be dated the date of their respective authentication and issuance; shall be issued in registered form only; shall be issued in any denomination and shall bear interest at the Bank Rate (calculated, in the case of the Tax -Exempt Commercial Paper Notes, on the basis of the actual number of days elapsed and a year consisting of 365 days, and, in the case of the Taxable Commercial Paper Notes , on the basis of the actual number of days elapsed and a year consisting of 360 days); provided, however, that the interest rate on the Bank Notes shall not exceed the Maximum Interest Rate. Bank Notes shall bear interest from their respective dates payable in accordance with the Credit Agreement. Principal of Bank Notes shall be payable as specified in the Bank Notes and in accordance with the Credit Agreement. The final maturity of the Bank Notes shall be no later than such date as the Advances and Term Loans are due and payable in accordance with the Credit Agreement.

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(c) The maturity date and other terms of each Bank Note, so long as not inconsistent with the terms of this Agreement and the Credit Agreement, shall be as set forth in the Bank Note.
(d) Bank Notes shall be subject to optional prepayment prior to maturity in accordance with, and upon notice as provided by, the Credit Agreement. (e) The Issuing and Paying Agent may make provision for Bank Note numbering, including prefixes and suffixes, as it may deem appropriate.

Section 4.02. Form of Bank Notes and Authentication Certificate. The definitive Bank Notes and the Certificate of Authentication endorsed thereon shall be substantially in the forms set forth in the Credit Agreement, with such appropriate variations, omissions and insertions as shall be necessary or appropriate in order to accomplish the purpose of the transaction authorized by this Agreement.

The Bank Notes may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law or regulation with respect thereto.

Section 4.03. No Transfers of Bank Notes . To the extent permitted by applicable law, the Bank Notes shall be non-negotiable and non-transferable, except that the Bank Notes may be transferred to any successor or to the Bank by merger or other business combination and transferred and/or assigned as set forth in the Credit Agreement.

Section 4.04. Deposits of Available Wastewater Enterprise Revenues in Bank Note Debt Service Account.
(a) On or before the Business Day before each Bank Note Payment Date, the General Manager of the Commission shall allocate and transfer to the Issuing and Paying Agent in immediately available funds for deposit in the Bank Note Debt Service Account amounts from Available Wastewater Enterprise Revenues (or at the Commission’s option, the proceeds of any commercial paper or Wastewater Bonds) if amounts are insufficient to make any payment in full, as follows:
(i) An amount equal to the aggregate amount of interest due and payable on such Bank Note Payment Date on all Bank Notes Outstanding payable from Available Wastewater Enterprise Revenues; and
(ii) An amount equal to the aggregate amount of principal due and payable on such Bank Note Payment Date on all Bank Notes Outstanding payable from Available Wastewater Enterprise Revenues.
(b) Amounts in the Bank Note Debt Service Account shall be invested in Qualified Investments by the Issuing and Paying Agent as directed in writing by a Designated Representative, with the approval of the Bank (which approval shall not be unreasonably withheld).

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(c) The Bank Notes shall not be payable from the proceeds of any Advance. (d) [NRF TO REVIEW ] Notwithstanding anything to the contrary in this Agreement, no proceeds of Tax Exempt Commercial Paper Notes shall be deposited into a subaccount of the Bank Note Debt Service Account to pay principal of or interest on a taxable Bank Note, unless the Commission receives an opinion of Bond Counsel that such use of proceeds will not adversely affect the exclusion from gross income for federal tax purposes of interest on the Tax Exempt Commercial Paper Notes.

ARTICLE V

COVENANTS; REPRESENTATIONS
Section 5.01. No Arbitrage. The Commission shall not take, nor permit to be taken by the Issuing and Paying Agent or otherwise , any action which, if such action had been reasonably expected to have been taken or had been deliberately and intentionally taken on the date of the issuance of any Tax -Exempt Commercial Paper Notes, would have caused such Tax -Exempt Commercial Paper Notes to be “arbitrage bonds” within the meaning of Section 148(a) of the Code and Regulations. To that end, the Commission will comply with al l requirements of Section 148 of the Code to the extent applicable to the Tax-Exempt Commercial Paper Notes. In the event that at any time the Commission is of the opinion that for purposes of this Section 5.01 it is necessary to restrict or to limit the yield on the investment of any moneys held by the Issuing and Paying Agent under this Agreement, the Commission shall so instruct the Issuing and Paying Agent in writing, and the Issuing and Paying Agent shall take such action as may be necessary in accordance with such instructions.

Section 5.02. Rebate to United States. The Commission will pay or cause to be paid to the United States Government the amounts required by Section 148(f) of the Code and any Regulations promulgated thereunder at the times required thereby. To further the satisfaction of such rebate requirement, there is hereby created, to be held by the Issuing and Paying Agent as a separate fund for the Tax -Exempt Commercial Paper Notes distinct from all other f unds and accounts held by the Issuing and Paying Agent under the Agreeme nt, a fund designated as the “Rebate Fund.” The Issuing and Paying Agent shall hold any payments received from the Commission for deposit into the Rebate Fund for purposes of ultimate rebate to the United States, all as more particularly described in the Tax Certificate. Pending payment to the Un ited States, moneys held in the Rebate Fund are hereby pledged to secure such payments to the United States as provided herein and in the Tax Certificate, and neither the Commission, the Owners nor any other person shall have any rights in or claim to such moneys. The Issuing and Paying Agent shall invest all amounts held in the Rebate Fund as directed in writing by a Designated Representative in Nonpurpose Investments (as defined in the applicable Tax Certificate), as directed by the Commission in the applicable Tax Certificate. For the avoidance of doubt, the Issuing and Paying Agent shall have no obligation to determine whether any investment directed by a Designated Representative is a Nonpurpose Investment.

Computations of the rebate amount and all calculations under this Section and the Tax Certificate shall be furnished by or on behalf of the Commission. The Issuing and Paying Agent shall be deemed conclusively to have complied with the provisions of this Section if it follows the

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payment directions of the Designated Representative. The Issuing and Paying Agent shall have no liability or responsibility to enforce compliance by the Commission with the Tax Certificate.

The Issuing and Paying Agent shall have no obligation to pay any amounts required to be rebated pursuant to this Section, other than from moneys required to be held in the funds and accounts created under this Agreement, including the Rebate Fund, or from other moneys provided to it by the Commission.

The Commission and the Issuing and Paying Agent shall keep and retain, for a period of two (2) years following the retirement of the Tax-Exempt Commercial Paper Notes, records of the determinations made pursuant to this Section 5.02.

In order to provide for the administration of this Section 5.02, the Commission may provide for the employment of independent attorneys, accountants and consultants, who shall be selected by the Commission with reasonable care and compensated on such reasonable basis as the Commission may deem appropriate, and the Issuing and Paying Agent may rely conclusively upon the opinions, calculations, determinations and advice of such attorneys, accountants and consultants employed hereunder.

Section 5.03. Tax Covenant. The Commission shall not use or knowingly permit the use of any proceeds of the Tax- Exempt Commercial Paper Notes or any other funds, of the Commission, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would result in, any of the Tax- Exempt Commercial Paper Notes being treated as an obligation not described in Section 103(a) of the Code. Without limiting the generality of the foregoing, the Commission will comply with all the requirements and covenants contained in the Tax Certificate. This covenant shall survive the payment in full or defeasance of the Tax-Exempt Commercial Paper Notes.

Section 5.04. Taxable Commercial Paper Notes . Notwithstanding anything in this Agreement to the contrary, in the event the Designated Representative designates certain Commercial Paper Notes (the “Taxable Commercial Paper Notes”) as obligations not described in Section 103(a) of the Code, the provisions of Sections 5.01, 5.02 and 5.03 shall not apply to such Taxable Commercial Paper Notes.

Section 5.05. Credit Agreement . The Commission hereby covenants to maintain in effect the Credit Agreement or an Alternate Facility meeting the requirements hereof at all times that Commercial Paper Notes are Outstanding hereunder. The Commission further covenants that if it is unable to obtain a binding commitment for an Alternate Facility at least 90 days prior to the Expiration Date, it shall use its best efforts to the extent permitted by law, to endeavor to refinance the outstanding Commercial Paper Notes or Bank Notes, as the case may be.

Section 5.06. Amounts of Rates and Charges. The Commission covenants to establish, maintain, and collect rates and charges with respect to the Wastewater Enterprise sufficient (after giving effect to the expected receipt of refinancing proceeds from the sale of Commercial Paper Notes or Wastewater Bonds) to pay the Commercial Paper Notes, the Bank Notes, all other amounts due and owing under the Credit Agreement and all other obligations payable from the Wastewater Enterprise.

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Section 5.07. Limitation on Additional Debt . The Commission will not issue any additional bonds, notes or other obligations for borrowed money payable from revenues of the Wastewater Enterprise unless the Commission provides a certificate of a Designated Representative of the Commission to the effect that (i) actual revenues of such enterprise for the most recently completed Fiscal Year, or (ii) projected revenues for the next three Fiscal Years following the issuance of such additional bonds, notes or other indebtedness are or will be sufficient to satisfy Section 5.06 hereof, assuming the issuance of such bonds, notes or other indebtedness to pay any maturing Commercial Paper Notes. If the Commission shall issue such certificate, the Commission shall provide a copy to the Bank promptly upon its execution.

Section 5.08. Financial Statements. The Commission will keep proper books of records and accounts of the Wastewater Enterprise, separate and apart from all other records and accounts of the Commission, in which complete and correct entries shall be made of all transactions relating to the Wastewater Enterprise. Such books and records shall at all times during regular business hours be available to the Bank and to the Holders of the Commercial Paper Notes or their representatives authorized (at the cost of such Holders as the Commission may charge) in writing, at reasonable hours and upon prior written notice to the Commission and under reasonable conditions. The Commission shall be entitled to charge the cost of copying any such records to the Bank or the Holders of Commercial Paper Notes, or their representatives, as the case may be.

Section 5.09. Notice Upon Immediate Termination Event . The Commission will promptly provide written notice to all Holders of the Commercial Paper Notes or their representatives upon any Immediate Termination Event under the Credit Agreement.

ARTICLE VI

PLEDGE OF AVAILABLE REVENUES; LIMITED LIABILITY OF THE

COMMISSION
Section 6.01. Available Wastewater Enterprise Revenues . The Commercial Paper Notes, and the Bank Notes are revenue obligations, are not secured by the taxing power of the Commission or the City and shall be payable as to both principal and interest from, and shall be secured solely 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, including the Funds and Accounts created here under with respect thereto (except the Rebate Fund), constitute a trust fund for the security and payment of the interest on and principal of the Commercial Paper Notes and the Bank Notes and all obligations of the Commission relating to such Notes hereunder and under the Credit Agreement and all Parity Notes secured by Available Wastewater Enterprise Revenue. The Available Wastewater Enterprise Revenues are hereby pledged to the payment of the Commercial Paper Notes and the Bank Notes and all obligations of the Commission relating to such Commercial Paper Notes hereunder and under the Credit Agreement without priority or distinction of one over the other, except as expressly provided hereunder. The pledge of Available Wastewater Enterprise Revenues herein made shall be irrevocable until all of the Commercial Paper Notes and the Bank Notes and any Parity Notes secured by Available Wastewater Enterprise Revenues have been paid and retired and any related obligations of the Commission under the Credit Agreeme nt have been satisfied .

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No filing, registering or recording shall be required to perfect the security interest in the Available Wastewater Enterprise Revenues.

Section 6.02. Limited Obligations. The obligation of the Commission to pay the Holders from time to time of Commercial Paper Notes shall be only from Available Wastewater Enterprise Revenues. No Holder of any Commercial Paper Note shall ever have the right to compel any exercise of the taxing power of the City to pay any Commercial Paper Note or the interest thereon.

The credit of the City is not pledged for the payment of the principal or interest on any Commercial Paper Note or any Bank Note and the general fund of the City is not liable for the payment of the Commercial Paper Notes or the Bank Notes. The Holder of the Commercial Paper Notes shall not be entitled to compel the forfeiture of any property of the Commission or the City.

Neither the Commission nor any officer or employee thereof shall be liable or obligated for the payment of the principal of or interest on any C ommercial Paper Notes or Bank Notes or for any payment agreed to be made or contemplated pursuant to the terms of this Agreement, save and except from Available Wastewater Enterprise Revenues, and the other moneys pledged thereto under the terms of this Agreement.

ARTICLE VII

ISSUING AND PAYING AGENT; DEALER
Section 7.01. Appointment of Issuing and Paying Agent . The Commission hereby appoints U.S. Bank Trust Company, National Association to serve as Issuing and Paying Agent hereunder. The Issuing and Paying Agent hereby accepts such appointment and hereby agrees to hold such funds, and fulfill such other duties of the Issuing and Paying Agent as more fully set forth in this Agreement. The Commission acknowledges that (i) the Issuing and Paying Agent has previously entered into a commercial paper certificate agreement (t he “Certificate Agreement”) with DTC, a copy of which is on file with the Commission and the Issuing and Paying Agent, and (ii) the continuing effectiveness of the Certificate Agreement is a necessary prerequisite to the Issuing and Paying Agent ’s providing services related to the issuance and payment of the Commercial Paper Notes while the Commercial Paper Notes are in book-entry only form and DTC is the Note Depository.

Section 7.02. Reports, Records and Accounts.
(a) The Issuing and Paying Agent shall at all times keep or cause to be kept proper books and records, as shall be consistent with prudent industry practice, in which complete and accurate entries shall be made of all transactions, including without limitation a complete record of all Issuance Requests, made by it relating to the p roceeds of the Commercial Paper Notes and all Funds and Accounts established and maintained by the Issuing and Paying Agent hereunder. Such records shall be available for inspection by the Commission, the City and the Bank on each Business Day upon reasonable notice during reasonable business hours and by any Commercial Paper Noteholder or its agent or representative duly authorized in writing at reasonable hours upon reasonable notice.

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(b) The Issuing and Paying Agent shall provide to the Commission each month a report of the amounts deposited in each Fund and Account held by it under this Agreement and the amount disbursed from such Funds and Accounts, the earnings thereon, if any, the endi ng balance in each such Fund and Account, and the investments in each such Fund and Account. The Issuing and Paying Agent shall also make available to the Commission such information regarding the issuance of Commercial Paper Notes during the subject month as the Commission shall reasonably request. (c) The Issuing and Paying Agent shall maintain such books, records, and accounts as may be necessary to evidence the obligations of the Commission resulting from the Commercial Paper Notes, the principal amounts owing thereunder, the maturity schedule therefor, the respective rates of interest thereon and the principal and interest paid from time to time thereunder. So long as the Commercial Paper Notes are in book- entry form, in any legal action or proceeding with respect to a master note, the entries made i n such books, records or accounts shall be, absent manifest error, conclusive evidence of the existence and the amounts of the obligations of the Commission therein recorded.

Section 7.03. Duties. The Issuing and Paying Agent ’s duties and responsibilities in connection with the payment of the Commercial Paper Notes shall include:
(a) upon presentment at maturity of a Commercial Paper Note, to pay the principal of and interest on the Commercial Paper Note to the Holder thereof; (b) to make the necessary and timely drawings under the Credit Agreement in accordance with the terms and provisions thereof in order to effectuate the timely payment of principal of and interest on the Commercial Paper Notes as the same becomes due; (c) to credit amounts received from the Commission for the payment of the principal of or interest on the Commercial Paper Notes to the related subaccount of the Bank Payment Account;
(d) to credit amounts received from the Bank as a result of advances under the Credit Agreement to the related subaccount of the Debt Service Account; (e) to keep amounts on deposit in the related subaccount of the Debt Service Account separate from all other funds and accounts of the Issuing and Paying Agent and to utilize such amounts in accordance with the terms hereof; and (f) the Issuing and Paying Agent agrees that it will not reduce, or consent to the reduction of, the Available Commitment of the Credit Agreement below the amount of Commercial Paper Notes outstanding.

In requesting Advances under the Credit Agreement, the Issuing and Paying Agent shall be acting solely on behalf and for the benefit of the Owners of the Commercial Paper Notes, and not as agent of the Commission.

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The Issuing and Paying Agent shall have no obligation to pay amounts due on the Commercial Paper Notes at their maturity other than from funds received by the Issuing and Paying Agent from or for the account of the Commission or from an Advance under the Credit Agreement.

Section 7.04. Compensation. The Commission agrees to pay compensation for the Issuing and Paying Agent’s services hereunder in accordance with the Issuing and Paying Agent’s fee schedule, as amended from time to time (with notice to and the consent of the Commission), and to reimburse the Issuing and Paying Agent for such disbursements (including the reasonable fees and expenses of counsel). The Issuing and Paying Agent’s fee schedule is attached hereto as Exhibit E. The Commission shall also reimburse the Issuing and Paying Agent for any fees and charges imposed by the Note Depository with respect to Commercial Paper Notes issue d in book-entry form as set forth in the fee schedule. The Issuing and Paying Agent shall have no lien on Commercial Paper Proceeds or on any Advance wider the Credit Agreement for payment of its compensation hereunder.

Section 7.05. Liability; Indemnification.
(a) The Commission agrees that the Issuing and Paying Agent shall not be liable for any losses, damages, liabilities or costs suffered or incurred by the Commission as a result of (i) the Issuing and Paying Agent’s having duly executed Issuance Requests in good faith in accordance therewith and with this Agreement; (ii) the Issuing and Paying Agent’s improperly executing or failing to execute any Issuance Requests because of erroneous Issuance Requests, failure of communications media, or any other circumstances beyond the Issuing and Paying Agent’s control; (iii) the actions or inactions of DTC or any broker, dealer, consignee or agent not selected by the Issuing and Paying Agent; or (iv) any other acts or omissions of the Issuing and Paying Agent (or of any of its agents, directors, officers or employees) relating to this Agreement or the transactions or activities contemplated hereby except to the extent, if any, that such other acts or omissions constitute negligence or willful misconduct by the Issuing and Paying Agent (or by any of its agents, directors, officers or employees). In no event shall the Issuing and Paying Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to lost profits ), even if the Issuing and Paying Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action.

None of the provisions contained in this Agreement shall require the Issuing and Paying Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. The Issuing and Paying Agent’s duties and obligations shall be determined by the express provisions of this Agreement, and the Letter of Representations (including the documents referred to therein), and the Issuing and Paying Agent and their agents shall be responsible for the performance of only such duties and obligations as are specifically set forth herein and therein, and no implied duties or covenants shall be read into any such document against the Issuing and Paying Agent or their agents. The Issuing and Paying Agent has no fiduciary or discretionary duties of any kind. The Issuing and Paying Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement, even if referred to herein or if a copy of such agreement is provided to the Issuing and Paying Agent. Neither the Issuing and Paying Agent nor the Issuing and Paying Agent’s agents shall be required to ascertain whether any issuance or sale of

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Commercial Paper Note(s) or Bank Notes (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which the Commission is a party (whether or not Issuing and Paying Agent or any such agent is a party to such other agreement). The Issuing and Paying Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability in acting in accordance with the advice of such counsel and shall be fully reimbursed for the reasonable costs of such counsel. The Issuing and Paying Agent has no obligat ion to determine whether any investment it is directed to make is a Qualified Investment. (b) To the extent permitted by law, the Commission agrees to indemnify, protect, save and keep harmless the Issuing and Paying Agent and its directors, officers, employees and agents against any costs, expenses, fees (including reasonable legal fees), losses and liabilities which may be imposed on, incurred by, or asserted by the Commission or any other person or entity, against the Issuing and Paying Agent at any time (whether or not also indemnified against the same by the Commission or any other person under any other agreement or instrument, but without double indemnity) in the exercise or performance of its powers and duties under this Issuing and Paying Agent Agreement; provided, however, that the Commission shall not be required to indemnify the Issuing and Paying Agent for costs, expenses, fees, losses and liabilities arising out of negligence, willful misconduct, or bad faith of the Issuing and Paying Agent, its officers, directors, or employees, as determined by a court of competent jurisdiction. In no event shall the Commission or the Issuing and Paying Agent be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section 7.05. (c) This Section 7.05 shall survive any termination of this Agreement and the issuance and payment of any Commercial Paper Notes and the resignation or removal of the Issuing and Paying Agent.

Section 7.06. Additional Information . Upon the reasonable written request of the Commission, the City or the Bank, as applicable, the Issuing and Paying Agent agrees promptly to provide the Commission, the City or the Bank, as applicable, with information with respect to the Commercial Paper Notes, including without limitation the Bank Notes, issued and paid hereunder. Such request shall be in written form and shall include the principal amount, date of issue, maturity date, interest rate and amount of interest, as applicable, of each Commercial Paper Note which has been issued or paid by the Issuing and Paying Agent and for which the request is being made.

Section 7.07. Resignation and Replacement of Issuing and Paying Agent. The Issuing and Paying Agent may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least 30 days ’ written notice to the Bank, the City and the Commission. The Issuing and Paying Agent may be removed, with the written consent of the Bank, which consent shall not be unreasonably withheld, at any time by an instrument signed by a Designated Representative and filed with the Issuing and Paying Agent and the Bank. No such resignation or removal shall become effective, however, until a successor Issuing and Paying Agent has been selected and assumed the duties of the Issuing and Paying Agent hereunder and

37 4928-1308-3495.4
under the Credit Agreement. If no successor has been appointed within such 30-day period, then the Issuing and Paying Agent shall have the right to petition a court of competent jurisdiction for the appointment of the Issuing and Paying Agent’s successor hereunder. The Issuing and P aying Agent shall be reimbursed by the Commission for any and all expenses in connection with any such petition and appointment.

In the event of the resignation or removal of the Issuing and Paying Agent, the Issuing and Paying Agent shall pay over, assign and deliver to the Commission any moneys held by it in such capacity to its successor after payment by the Commission of any unpaid fees, expenses or indemnification payments due and owing.

The Issuing and Paying Agent shall, at all times, be a bank or trust company having an office in New York, New York and shall at all times be a corporation or a national banking association organized and doing business under the laws of the United States of America or of any state with a combined capital and surplus of at least $50,000,000 and authorized under such laws to exercise corporate trust powers and be subject to supervision or examination by federal or state authority. If such corporation or nati onal banking association publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this section, the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Any corporation or national banking association into which any Issuing and Paying Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion to which any Issuing and Paying Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any Issuing and Paying Agent shall be the successor of the Issuing and Paying Agent if such successor corporation or national banking association is otherwise eligible under this Section, without the execution or filing of any further act on the part of the Issuing and Paying Agent or such successor corporation or national banking association.

Section 7.08. Dealers. The Commission hereby agrees that, at or prior to the time of issuance of any Commercial Paper Notes, the Commission will enter into a Dealer Agreement with each Dealer. The Commission covenants that at all times a fter the initial issuance of any Commercial Paper Notes and prior to the Termination Date, it will maintain in effect one or more Dealer Agreements, pursuant to which each Dealer will agree to fulfill the duties and obligations of the Dealer as set forth in this Agreement and its Dealer Agreement.

Section 7.09. Compliance with City Requirements . The Issuing and Paying Agent hereby agrees to comply with Section 9.23 hereof.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF COMMERCIAL PAPER

NOTEHOLDERS
Section 8.01. Events of Default. If one or more of the following events (herein called “Events of Default”) shall happen, that is to say:
(a) if default shall be made in the due and punctual payment of the principal of any Commercial Paper Notes when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made in the due and punctual payment of any installment of interest on any Commercial Paper Notes when and as such interest installment shall become due and payable; or
(c) if the principal of any Bank Note shall be declared due and payable prior to the maturity thereof pursuant to the Bank Note or the Credit Agreement; then, and in every such event, the Bank may, by notice to the Commission, declare the principal of the Bank Notes, and the interest accrued thereon, to be due and payable immediately, whereupon the same shall become and shall be immediately due and payable , anything in this Agreement or in the Commercial Paper Notes or in the Credit Agreement contained to the contrary notwithstanding, provided however, that such remedy shall not be available to the Bank if said Event of Default was caused by a failure of the Bank to honor a properly presented Advance made under the Credit Agreement in conformance with the terms hereof.

Section 8.02. Suits at Law or in Equity and Mandamus. In case one or more Events of Default shall occur, then and in every such case any Holder of any Commercial Paper Note at the time outstanding and the Bank shall be entitled to proceed to protect and enforce such Holder ’s rights or the Bank’ s rights, as the case may be, by such appropriate judicial proceeding as such enforcer shall deem most effectual to protect and enforce any such right, whether by mandamus or other suit or proceeding at law or in equity, for the specific performance of any covenant or agreement contained in this Agreement, or in aid of the exercise of any power granted in this Agreement, or to enforce any other legal or equitable right. The provisions of this Agreement shall be a contract among the Commission, the Bank and each and every Holder of Commercial Paper Notes, and the duties of the Commission and of the Board shall be enforceable by the Bank (subject to Section 8.04 hereof) or any Commercial Paper Noteholder by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction.

Section 8.03. Remedies Not Exclusive. No remedy herein conferred upon the Bank or the Holders of Commercial Paper Notes is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised at any time or from time to time, and as often as may be necessary, by the Bank (subject to Section 8.04 hereof) or the Holder of any one or more of the Commercial Paper Notes.

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Section 8.04. Bank to Control Remedies. So long as the Bank is not insolvent and has not failed to honor a properly presented and conforming Advance under the Credit Agreement, no remedy (other than the right of the Issuing and Paying Agent to request an Advance under the Credit Agreement) under this Agreement with respect to the Commercial Paper Notes may be pursued by the Holders without the prior written consent of the Bank.

Section 8.05. Waiver of Events of Default . No Event of Default with respect to the Commercial Paper Notes or the Bank Notes shall be waived pursuant to Section 8.04 unless after such waiver the Credit Agreement shall have been reinstated and shall be in full force and effect.

ARTICLE IX

MISCELLANEOUS
Section 9.01. Supplemental Agreements. The Commission may modify or amend this Agreement and the rights and obligations of the Bank and the Holders of Commercial Paper Notes and the Commission hereunder at any time by a supplemental agreement, without notice to or the 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 herein; (ii) curing, correcting or supplementing any defective provision contained in this Agreement which may be inconsistent with any provision herein, or to make any other provisions with respect to matters or questions arising hereunder which shall not have a material adverse effect on the Holders or the Bank; (iii) granting or conferring upon the Holders and the Bank any additional rights, remedies, powers or authority that may be lawfully granted or conferred; (iv) securing additional revenues or providing additional 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 hereof; (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 adverse effect on the interests of the Holders or the Bank. Any amendment or supplement to this Agreement that modifies or amend s the rights or obligations of the Issuing and Paying Agent shall require an amending or supplementing document to this Agreement that is entered into by, and acceptable to, the Commission and the Issuing and Paying Agent. The Commission shall provide a copy of any such amendment to the Bank and the City promptly upon its execution.

Section 9.02. Alternate Facility. Notwithstanding anything herein to the contrary, the Commission may obtain an Alternate Facility to replace a credit facility then in effect hereunder so long as said Alternate Facility shall go into effect at least one Business Day prior to the termination of the credit facility then in effect, and the Expiration Date with respect to such Alternate Facility shall be no earlier than the earlier of (i) six (6) months after its date , or (ii) the Expiration Date set forth in the credit facility then in effe ct. The Alternate Facility shall have a Commitment (as such term is used in the Credit Agreement) at least as great as the credit facility being replaced. The following are further conditions to the Issuing and Paying Agent ’s ability to release an existing credit facility and accept an Alternate Facility, as directed by the Commission in writing:

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(a) The Commission shall deliver written notice of the proposed Alternate Facility to the Issuing and Paying Agent, the Bank, the City and each Dealer not less than 45 days prior to the substitution date.
(b) At least one business day prior to the substitution date, there shall be delivered to the Commission and/or the Issuing and Paying Agent written evidence from each Rating Agency then maintaining a rating on the Commercial Paper Notes, that the substitution of such Credit Agreem ent will not, in and of itself, result in any rating then assigned to the Commercial Paper Notes being suspended, reduced or withdrawn. (c) At the time of the substitution, no Commercial Paper Notes shall be outstanding.
(d) The Issuing and Paying Agent shall , at the expense and direction of the Commission, deliver written notice of such substitution to the registered Holders of the Commercial Paper Notes at least 30 days prior to the substitution date. If any Outstanding Note is in bearer form, the Issuing and Paying Agent shall, at the expense and direction of the Commission, publish notice of the substitution of such Alternate Facility in a newspaper in which the Commission regularly publishes its legal notices at least 30 days prior to the substitution date.
(e) An opinion or opinions of counsel to the successor Bank shall be delivered to the Commission to the effect that the Alternate Facility is a legal, valid and binding obligation of the issuing Bank and is enforceable against the Bank in accordance with its terms.
(f) An opinion of Bond Counsel shall be delivered to the Commission to the effect that the substitution of a Credit Agreement is authorized hereunder and (except with respect to the Taxable Commercial Paper Notes) will not, in and of itself, adversely affect the exclusion from gross income for federal tax purposes of inte rest on the Tax -Exempt Commercial Paper Notes.

Section 9.03. Amendments to Wastewater Bonds Indenture. The Commission hereby covenants not to make any amendment to the Wastewater Bonds Indenture which would materially adversely affect the interest of the Holders from time to time of the Commercial Paper Notes or the Bank, unless the Commission shall have first obtained the consents to such amendments by the Bank. Upon the execution of any such amendment without the consents of the Bank, the Commission shall be required to certify that such amendment to the Wastewater Bonds Indenture, will not have such effect.

Section 9.04. Timeliness of Deposits. Funds shall be deemed transferred for purposes of timeliness of receipt under this Agreement when transfer instructions for transfer by federal reserve wire have been given and a federal wire number confirmation has been received; provided that the party to receive such funds shall not be required to take any action required to be taken hereunder with respect to such funds until it has confirmation of actual receipt of such funds.

Section 9.05. Discharge and Defeasance of Commercial Paper Notes . Commercial Paper Notes shall not be deemed to have been paid in full, and the obligation of the Commission

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thereunder to have ceased, terminated and become void and completely discharged and satisfied, unless payment of the principal of, and interest on the Commercial Paper Notes either:
(a) shall have been made or caused to be made in accordance with the terms of the Commercial Paper Notes and this Agreement, or
(b) shall have been provided for by irrevocably depositing with the Issuing and Paying Agent and irrevocably setting aside exclusively for such payment (i) if at least one day prior to the date of such deposit, there shall have been delivered to the Commission written evidence from each Rating Agency then maintaining a rating on the Commercial Paper Notes, that such defeasance will not, in and of itself, result in any rating then assigned to the Commercial Paper Notes being suspended, reduced or withdrawn, Available Moneys sufficient to make such payment, and/or (ii) 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, to pay when due the principal amount of the Commercial Paper Notes, including accrued interest thereon;
provided that if payment of the principal of, and interest on the Commercial Paper Notes is paid pursuant to (b) above, the Commission shall have received (x) a verification report from an independent firm of nationally recognized certified public accounta nts addressed to the Commission, acceptable in form and substance to the Commission verifying the sufficiency of the escrow established to pay the Commercial Paper Notes in full on the maturity date, and (y) an opinion of Bond Counsel addressed to the Comm ission acceptable in form and substance to the Commission to the effect that the Commercial Paper Notes are no longer Outstanding under this Issuing and Paying Agent Agreement, a copy of which verification report and opinion shall be provided by the Commission to each Rating Agency then maintaining a rating on the Commercial Paper Notes.

Section 9.06. Payments or Actions Occurring on Non -Business Days. If a payment date is not a Business Day at the place of payment or if any action required hereunder is required on a date that is not a Business Day, then payment may be made at that place on the next Business Day or such action may be taken on the next Business Day with the same effect as if payment were made on the action taken on the stated date, and no interest shall accrue for the intervening period; provided, however, that this Section 9.06 shall not apply to Bank Notes.

Section 9.07. Notices to Rating Agencies . The Commission shall provide each Rating Agency, with a copy to the City, with written notice of the occurrence of the following events:
(i) removal or appointment of any Dealer, (ii) the appointment of a successor Issuing and Paying Agent, (iii) amendments to this Agreement or the Credit Agreement, (iv) the expiration, termination, substitution or extension of a Credit Agreement or Alternate F acility, and (v) the defeasance or acceleration of all Outstanding Commercial Paper Notes. Notice to Moody’ s shall be addressed as follows (or as provided in any subsequent notice to the Commission) Moody’ s Investors Service, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Attention: Public Finance Group, and notice to Standard and Poor’s shall be addressed as follows (or as provided in any subsequent notice to the Commission) Standard and Poor’s, 55 Water Street, 41 st Floor, New York, New York 10041, Attention: Public Finance Structured Group; and notice

42 4928-1308-3495.4
to Fitch shall be addressed as follows: Fitch Ratings, One State Street Plaza, New York, New York, 10004, Attention: Structured Finance.

Section 9.08. Issuance Requests; Addresses . Issuance Requests hereunder shall be (a) mailed, (b) telephoned, (c) transmitted through electronic mail , and/or (d) transmitted via SPANS Online described in Section 2.13 hereof to the Issuing and Paying Agent at the address, telephone number, email address or through SPANS Online and shall be deemed delivered upon receipt by the Issuing and Paying Agent at the address , telephone number or email address specified below or through SPANS Online.

U.S. Bank Trust Company, National Association
Attention: Money Market Operations
111 Fillmore Ave E
St. Paul, MN 55107
Telephone: (651) 466-5617
Email address: [email protected]
All notices, requests, demands, including any No- Issuance Notices and other communications hereunder (excluding Issuance Requests) shall be in writing and shall be deemed to have been duly given (a) upon delivery by hand (against receipt), or (b) three days after such notice, request, demand, or other communication is delivered to a United States Post Off ice certified mail (against receipt) or by regular mail (upon receipt) to the party and at the address set forth below or at such other address as a party may designate by written notice , or on the day of receipt of any email, upon confirmation of receipt by telephone:
(a) If to the Commission:

City and County of San Francisco
Public Utilities Commission
Attention: Chief Financial Officer
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102
Telephone: (415) 554-3155
Facsimile: (415) 554-3161
with copies to (as it relates to notices and invoices):

City and County of San Francisco
Public Utilities Commission
Attention: Capital Finance Director
525 Golden Gate Avenue, 4th Floor
San Francisco, California 94102
[email protected]

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(b) If to the City:

City and County of San Francisco
Office of Public Finance
Attention: Director of Public Finance
City Hall, Room 338
San Francisco, California 94102
Telephone: (415) 554-4862
Facsimile: (415) 554-4864
with copies to:

City and County of San Francisco Office of the Treasurer Attention: Treasurer
City Hall, Room 140
San Francisco, California 94102
Telephone: (415) 554-4476
Facsimile: (415) 554-4672
City and County of San Francisco
Office of the Controller
Attention: Controller
City Hall, Room 316
San Francisco, California 94102
Telephone: (415) 554-7500
Facsimile: (415) 554-7466
(c) If to the Dealers:

As set forth in the Dealer Agreement(s).
(d) If to the Issuing and Paying Agent:

U.S. Bank Trust Company, National Association
Attention: Denia Larios
100 Wall Street, 6th Floor
New York, New York 10005
Telephone: (212) 361-4383
Email: [email protected]

(e) If to the Bank:

As set forth in the Credit Agreement.

Notwithstanding the foregoing, any notices required to be sent or received under the Credit Agreement shall be sent and received as provided therein. The Issuing and Paying Agent shall not have any duty to confirm that the person sending any notice, instruction or other communication (a “Notice”) by electronic transmission (including by e -mail, web portal or other electronic

44 4928-1308-3495.4
methods) is, in fact, a person authorized to do so. Electronic signatures believed by the Issuing and Paying Agent to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Issuing and Paying Agent) shall be deemed original signatures for all purposes. The Commission assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices to the Issuing and Paying Agent, including without limitation the risk of Agent acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Issuing and Paying Agent may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to the Issuing and Paying Agent in lieu of, or in addition to, any such electronic Notice.

Section 9.09. Reserved.

Section 9.10. Governing Law . This Agreement shall be governed and interpreted i n accordance with the laws of the State of California.

Section 9.11. Assignment; Issuing and Paying Agent ’s Successor in Interest . This Agreement may not be assigned by either the Commission or the Issuing and Paying Agent except by a writing or writings duly executed by the duly authorized representatives of the Commission and the Issuing and Paying Agent and approved in writing by the Bank (which approval shall not be unreasonable withheld). Anything in this Agreement to the contrary notwithstanding, any corporation or national banking association into which the Issuing and Paying Agent may be merged or converted or with which it may be consolidated, or any corporation, or national banking association resulting from any merger, consolidation or conversion to which the Issuing and Paying Agent shall be a party, or any co rporation or national banking association succeeding to the corporate trust business of the Issuing and Paying Agent shall be the successor of the Issuing and Paying Agent if such successor corporation or national banking association is otherwise eligible under Section 7.07 hereof, without the execution or filing of any document or any further act on the part of the Issuing and Paying Agent or such successor corporation or national banking association.

Section 9.12. Complete Agreement. This Agreement contains the entire understanding and agreement between the Commission and the Issuing and Paying Agent with respect to the subject matter hereof and all prior agreements, understandings, representations, statements, promises, inducements, negotiations and undertakings between the parties with respect to said subject matter are superseded hereby.

Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument. The delivery of copies of this Agreement as executed by PDF or facsimile transmission shall constitute effective execution and delivery as to the parties and may be used in lieu of originals for all purposes.

Section 9.14. Section Headings. Section headings in this Agreement are for convenience of reference only, shall not constitute part of this Agreement and shall not be used to continue the meaning or intent of the provisions hereof.

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Section 9.15. Waiver of Set-Off, Offset Lien or Counterclaims. The Issuing and Paying Agent hereby waives to the fullest extent possible under applicable law any and all rights of set - off, offset, lien or counterclaim it may have with respect to any amounts held by it in the Bank Payment Account and the Commercial Paper Debt Service Account by reason of any claim it may have against the Commission, the Bank or any other person.

Section 9.16. Benefit of Agreement . This Agreement is solely for the benefit of the parties hereto and the owners of the Commercial Paper Notes and the Bank Notes, and no other person shall acquire or have any right under or by virtue hereof.

Section 9.17. Covenant of Further Assurances. It is hereby covenanted and warranted by the Commission that all representations and recitals contained in this Agreement are true and correct and that the Commission, and their appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for collection of Available Wastewater Enterprise Revenues in accordance with law and for carrying out the provisions of this Agreement.

Section 9.18. Waiver of Personal Liability. No officer or employee of the Commission shall be individually or personally liable for the payment of the Commercial Paper Notes or the Bank Notes, but nothing contained herein shall relieve any officer or employee of the Commission from the performance of any official duty provided by any applicable provision of law or hereby.

Section 9.19. Acquisition of the Commercial Paper Notes by the Commission . All Commercial Paper Notes acquired by the Commission, whether by purchase or gift or otherwise, shall be surrendered to the Issuing and Paying Agent for cancellation.

Section 9.20. Notice by Mail . With respect to Commercial Paper Notes, any notice required to be given hereunder by mail to the Holders shall be given by mailing a copy of such notice, first -class postage prepaid, to the Holders of all the Commercial Paper Notes at their addresses appearing in the books required to be kept by the Issuing and Paying Agent pursuant to the provisions of this Agreement.

Section 9.21. Partial Invalidity. If any one or more of the conditions, covenants or terms contained herein or required herein to be observed or performed by or on the part of the Commission, the Issuing and Paying Agent or the Bank shall be contrary to law, then such condition or conditions, such covenant or covenants, or such term or terms shall be null and void and shall be deemed separable from the remaining conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Commercial Paper Notes, and the Holders and the Bank shall retain all the benefit, protection and security afforded to them hereunder and under all provisions of applicable law. The Commission declares that it would have executed and delivered this Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Commercial Paper Notes pursuant hereto irrespective of the fact that any one or more of the articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

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Section 9.22. Reference to the Bank. Notwithstanding any provisions contained herein to the contrary, after the expiration or termination of a Credit Agreement or Alternate Facility, by its terms (or if a Bank shall have failed to honor a properly presented and conforming Advance under the Credit Agreement or Alternate Facility ), and after all obligations owed to a Bank pursuant to a Credit Agreement (other than the right to indemnification and other rights which purport to survive satisfaction of present payment obligations) have been paid in full or discharged, all references to the Bank contained herein shall be null and void and of no further force and effect.

Section 9.23. City Requirements. The Bank hereby agrees to the City’s requirements, as provided in Exhibit F attached hereto and incorporated hereby by this reference.

[End of Issuing and Paying Agent Agreement for Series A-8 Wastewater CP Notes (Subseries A-8 and Subseries A-8-T)]

S-1
4928-1308-3495.4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

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

Authorized Officer

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera
General Manager
Approved as to Form:

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

Katherine Thursby Ortega
Deputy City Attorney
Acknowledged:

ANNA V AN 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
[Signature Page to Issuing and Paying Agent Agreement for Series A-8 Wastewater CP Notes (Subseries A-8 and Subseries A-8-T)]

4928-1308-3495.4

EXHIBIT A

FORM OF WASTEWATER ENTERPRISE SERIES A-8 MASTER NOTE
Unless this certificate is presented by an authorized representative of The Depository Trust Company (“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 such other name as requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or to such other entity as is requested by an authorized officer of DTC), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR V ALUE 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)
TAX-EXEMPT SUBSERIES A-8
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: Not to Exceed $150,000,000 Outstanding When Combined With Taxable Subseries A-8-T Notes
The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of California (hereinafter called the “Commission”), for value received, hereby promises to pay (but only out of the Available Wastewater Enterprise Revenues hereinafter referred to) to the registered owner hereinabove named or registered assigns, the principal amount, together with unpaid accrued interest thereon, if any, on the maturity date of each obligation identified on the records of Commission (the “Underlying Records”) as being evidenced by this Master Commercial Paper Note, which Underlying Records are maintained by U.S. Bank Trust Company, 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 days, at the rate specified on the Underlying Records. Paym ents 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 Facilities 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 Commercial Paper Note is one of a duly authorized issue of San Francisco Public Utilities Commercial Paper Notes (hereinafter called the “Obligations”) of the series, subseries and designation indicated on the face hereof. Said authorized issue of Obligations is not

A-2
4928-1308-3495.4
limited in aggregate principal amount and consists of multiple series and subseries of varying denominations, dates, maturities, interest rates and other provisions, as in the Agreement hereinafter mentioned provided, all obligations issued and to be issued pursuant to the provisions of the Charter of the City and County of San Francisco, and all laws of the State of California supplemental thereto.

This Master Commercial Paper Note evidences a series of Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Tax-Exempt Subseries A-8” which, when combined with the Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E), Taxable Subseries A-8-T,” is limited to $150,000,000 in aggregate principal amount. This Master Commercial Paper Note has been issued pursuant to the Issuing and Paying Agent Agreement, dated as of [ November] 1, 2025, as may be amended and supplemented ( the “Agreement”), by and between the Commission and the Issuing and Paying Agent, which Agreement provides for the issuance of the Obligations.

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

This Master Commercial Paper Note, including the interest hereon, together with all other Obligations, and the interest thereon, issued under the Agreement (and to the extent set forth in the Agreement), is payable from, and is secured by a charge and lien on, the Available 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 registered owners from time to time of Commercial Paper Notes shall be only from Available Wastewater Enterprise Revenues. No holder of this Master Commercial Paper Note shall ever have the right to compel any e xercise of the taxing power of the City and County of San Francisco to pay this Master Commercial Paper Note or the interest hereon.

At the request of the registered owner, the Commission shall promptly issue 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 certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Commercial Paper Note. This Commercial Paper Note is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at the principal office of the Issuing and Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the Agreement, and upon surrender and cancellation of this Master Commercial Paper Note. Upon such transfer a new fully registered Master Commercial Paper

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Note without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

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

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

It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Master Commercial Paper Note, and in the issuing of this Master Commercial Paper Note, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Charter of the City and County of San Francisco, and that this Ma ster Commercial Paper Note, together with all other indebtedness of the Commission pertaining to the Wastewater Enterprise, is within every debt limitation and other limit prescribed by the Constitution and statutes of the State of California and said Charter, and is not in excess of the amount of Obligations permitted to be issued under the Agreement.

This Master Commercial Paper Note shall not be entitled to any benefit under the Agreement, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Issuing and Paying 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.

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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 countersigned by its Secretary, and the seal of said City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note to be dated as of the [DAY] day of [November], 2025.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
Dennis J. Herrera
General Manager
[SEAL]
Countersigned

Tiffany Lennear
Secretary

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

Dated: ____________, 2025
U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By
Authorized Officer

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

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

Dated:

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

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

DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof Cede & Co., has an interest herein.

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EXHIBIT B

FORM OF SUBSERIES A-8-T MASTER NOTE
Unless this certificate is presented by an authorized representative of The Depository Trust Company (“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 such other name as requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or to such other entity as is requested by an authorized officer of DTC), ANY TRANSFER,

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

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAXABLE SUBSERIES A-8-T
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: Not to Exceed $150,000,000 Outstanding When Combined With Tax -Exempt Subseries A-8 Notes
The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of California (hereinafter called the “Commission”), for value received, hereby promises to pay (but only out of the Available Wastewater Enterprise Revenues hereinafter referred to) to the registered owner hereinabove named or registered assigns, the principal amount, together with unpaid accrued interest thereon, if any, on the maturity date of each obligation identified on the records of Commission (the “Underlying Records”) as being evidenced by this Master Commercial Paper Note, which Underlying Records are maintained by U.S. Bank Trust Company, 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 360 days, at the rate specified on the Underlying Records. Paym ents 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 Facilities 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 Commercial Paper Note is one of a duly authorized issue of San Francisco Public Utilities Commercial Paper Notes (hereinafter called the “Obligations”) of the series, subseries and designation indicated on the face hereof. Said authorized issue of Obligations is not

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limited in aggregate principal amount and consists of multiple series and subseries of varying denominations, dates, maturities, interest rates and other provisions, as in the Agreement hereinafter mentioned provided, all obligations issued and to be issued pursuant to the provisions of the Charter of the City and County of San Francisco, and all laws of the State of California supplemental thereto.

This Master Commercial Paper Note evidences a series of Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Taxable Subseries A-8-T” which, when combined with the Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E), Tax-Exempt Subseries A-8,” is limited to $150,000,000 in aggregate principal amount. This Master Commercial Paper Note has been issued pursuant to the Issuing and Paying Agent Agreement, dated as of [November] 1, 2025, as may be amended and supplemented (the “Agreement”), by and between the Commission and the Issuing and Paying Agent, whic h Agreement provides for the issuance of the Obligations.

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

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

The obligation of the Commission to pay the registered owners from time to time of Commercial Paper Notes shall be only from Available Wastewater Enterprise Revenues. No holder of this Master Commercial Paper Note shall ever have the right to compel any e xercise of the taxing power of the City and County of San Francisco to pay this Master Commercial Paper Note or the interest hereon.

At the request of the registered owner, the Commission shall promptly issue 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 certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Commercial Paper Note. This Commercial Paper Note is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at the principal office of the Issuing and Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the Agreement, and upon surrender and cancellation of this Master Commercial Paper Note. Upon such transfer a new fully registered Master Commercial Paper

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Note without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

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

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

It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Master Commercial Paper Note, and in the issuing of this Master Commercial Paper Note, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Charter of the City and County of San Francisco, and that this Ma ster Commercial Paper Note, together with all other indebtedness of the Commission pertaining to the Wastewater Enterprise, is within every debt limitation and other limit prescribed by the Constitution and statutes of the State of California and said Charter, and is not in excess of the amount of Obligations permitted to be issued under the Agreement.

This Master Commercial Paper Note shall not be entitled to any benefit under the Agreement, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Issuing and Paying 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.

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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 countersigned by its Secretary, and the seal of said City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note to be dated as of the [DAY] day of [November], 2025.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
Dennis J. Herrera
General Manager
[SEAL]
Countersigned

Tiffany Lennear
Secretary

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

Dated: ____________, 2025
U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By
Authorized Officer

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

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

Dated:

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

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

DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof Cede & Co., has an interest herein.

4928-1308-3495.4

EXHIBIT C

FORM OF CERTIFICATE OF DESIGNATED REPRESENTATIVES
I am the General Manager of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) duly authorized pursuant to the Issuing and Paying Agent Agreement, dated as of [ November] 1, 2025 (the “Series A -8 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association, as issuing and paying agent (the “Issuing and Paying Agent”) and the Commission, relating to the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Water Series, Proposition E) Tax-Exempt Subseries A-8 and Taxable Subseries A-8-T (collectively the “Series A-8 Notes”), to appoint Designated Representatives of the Commission in connection with the issuance, from time to time, by the Commission of the Series A -8 Notes in accordance with the Issuing and Paying Agent Agreement. I hereby designate the following persons to act on my behalf in accordance with the Issuing and Paying Agent Agreement and with respect to actions taken under the following agreements relating to the Series A-8 Notes, the signatures of which persons are set forth beside their names: (i) the Revolving Credit and Term Loan Agreement relating to the Series A-8 Notes, dated as of [November] 1, 2025, by and between the Commission and BMO Bank N.A., (ii) the Fee Letter relating to the Series A -8 Notes, dated [November] [DAY], 2025, by and between the Commission and BMO Bank N.A. , (iii) the Dealer Agreement, dated as of April 1, 2023, as may be amended from time to time, by and between the Commission and Morgan Stanley & Co. LLC, (iv) Dealer Agreement, dated as of April 1, 2023, as may be amended from time to time, by and between the Commission and RBC Capital Markets, LLC, and (v) the Dealer Agreement, dated as of April 1, 2023, as may be amended from time to time, by and between the Commission and U.S. Bancorp Investment, Inc..

Designated Persons Title Specimen Signature
Nancy L. Hom Assistant General Manager,
Business Services and Chief
Financial Officer

Ronald P. Flynn Deputy General Manager
Nikolai J. Sklaroff Capital Finance Director
Greg Wagner Controller of the City and
County of San Francisco
Anna Van Degna Director of Public Finance

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EXECUTED THIS _________, 2025.

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN

FRANCISCO
By:

Dennis J. Herrera
General Manager

4928-1308-3495.4

EXHIBIT D

FORM OF ISSUANCE REQUEST
Date: __________
Request Number: __________
The undersigned, a Designated Representative of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) does hereby request 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 [November] 1, 2025 (the “Agreement”) between the Commission and the Issuing and Paying Agent, to issue the Commission ’s Commercial Paper Notes, as follows:

1. Subseries Designation:

2. Date of Issuance:

3. Principal Amount/Purchase Price for Notes: $__________

4. Term of Commercial Paper Notes:

5. Rate of Interest:

6. Amount of Interest:

7. Maturity (specified actual date and number of days):

8. Total Commercial Paper Notes outstanding (including this request and excluding any Commercial Paper Notes maturing as of even date hereof) not to exceed $150,000,000:

9. Amount of Utilized Credit Capacity under Credit Agreement:

10. Remaining Amount of Unutilized Credit Capacity (Available Commitment):

11. Credit Agreement Termination Date:

The delivery of this Issuance Request constitutes a certification and representation of the Commission as of the date hereof as to the matters set forth in Section 2.06(b) of the Agreement, and reproduced on Attachment A hereto.

All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

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EXECUTED THIS _________, 2025.

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN

FRANCISCO
By:

Designated Representative
Acknowledged

Director of Public Finance of the City
and County of San Francisco

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ATTACHMENT A

COMMISSION CERTIFICATIONS
(i) the Credit Agreement is in full force and effect;
(ii) after the issuance of such Commercial Paper Notes and the application of the proceeds thereof, the aggregate principal amount of Commercial Paper Notes Outstanding will not exceed the amount that at the time is authorized to be Outstanding as provided in Section 2.01(b) of the Agreement;
(iii) the interest rates borne by the Commercial Paper Notes to be delivered on such date do not exceed the Maximum Interest Rate;
(iv) if the Commercial Paper Notes to be issued are Tax -Exempt Commercial Paper Notes, the facts, estimates, circumstances and representations set forth or made (as the case may be) in the Tax Certificate continue to exist and are reaffirmed on such date; (v) the terms of the Commercial Paper Notes do not exceed 270 days, and the Maturity dates of such Commercial Paper Notes set forth in the Issuance Request do not extend beyond the Business Day immediately preceding the Termination Date or the latest maturity date allowed by the City Legislation;
(vi) the Commission has not been notified by Bond Counsel that their opinion, with respect to the validity of the Commercial Paper Notes and the tax treatment of the interest thereof delivered prior to the initial issuance of the Commercial Paper Notes has been revised or withdrawn or, if any such revisions or withdrawal has occurred, the revised opinion or a substitute opinion acceptable to the Dealers has been delivered;
(vii) no Event of Default has occurred and is then continuing; (viii) all of the conditions precedent to the issuance of such Commercial Paper Notes, including the consent of the Director of Public Finance, or his or her designee, to the delivery of such Issuance Requests set forth in Section 2.06 of the Agreement have been satisfied; and (ix) it has not received a No-Issuance Notice from the Bank.

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EXHIBIT E

SCHEDULE OF FEES AND EXPENSES FOR

ISSUING AND PAYING AGENT SERVICES

4928-1308-3495.4

EXHIBIT F

CITY REQUIREMENTS
[TO BE CONFIRMED]
Laws Incorporated by Reference. The full text of the laws listed in this Exhibit, including enforcement and penalty provisions, are incorporated by reference into this Agreement. The full text of the San Francisco Municipal Code provisions incorporated by reference in this Exhibit and elsewhere in the Agreement (“Mandatory City Requirements”) are available at http://www.amlegal.com/codes/client/san-francisco_ca/.

Conflict of Interest. By executing this Agreement, Bank certifies that it does not know of any fact which constitutes a violation of Section 15.103 of the City’s Charter; Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code; Title 9, Chapter 7 of the California Government Code (Section 87100 et seq .); or Title 1, Division 4, Chapter 1, Article 4 of the California Government Code (Section 1090 et seq.), and further agrees promptly to notify City if it becomes aware of any such fact during the term of this Agreement.

Prohibition on Use of Public Funds for Political Activity . In performing the Services, Bank shall comply with San Francisco Administrative Code Chapter 12G, which prohibits funds appropriated by City for this Agreement from being expended to participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure. Bank is subject to the enforcement and penalty provisions in Chapter 12G.

Limitations on Contributions . By executing this Agreement, Bank acknowledges its obligations under Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of City 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, for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (i) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serves; (ii) a candidate for that City elective office; or (iii) a committee controlled by such elected official or a candidate for that office, at any time from the submission of a proposal for the contract until the later of either the termination of negotiations for such contract or twelve (12) months after the date City approves the contract. The prohibition on contributions applies to each prospective party to the contract; each member of Bank’s board of directors; Bank’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership int erest of more than ten percent (10%) in Bank; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by Bank. Bank certifies that it has informed each such person of the li mitation on contributions imposed by Section 1.126 by the time it submitted a proposal for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.

Tropical Hardwood and Virgin Redwood Ban. Pursuant to San Francisco Environment Code Section 804(b), City urges Bank not to import, purchase, obtain, or use for any purpose, any

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tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product.

MacBride Principles – Northern Ireland . The provisions of San Francisco Administrative Code Chapter12F are incorporated herein by this reference and made part of this Agreement. By signing this Agreement, Bank confirms that Bank has read and understood that City urges companies doing business in Northern Ireland to resolve employment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do busine ss with corporations that abide by the MacBride Principles.
4924-8841-6615.3
FORM OF:

FIRST AMENDMENT TO DEALER AGREEMENT

(Dated as of [__________], 2025)
This FIRST AMENDMENT TO DEALER AGREEMENT (this “First Amendment”) is entered into as of [__________], 2025, by and between the Public Utilities Commission (the “Commission”) of the City and County of San Francisco (the “City”) and [Morgan Stanley & Co.

LLC][RBC Capital Markets, LLC ][U.S. Bancorp Investments, Inc.]. (“[Morgan Stanley][RBC][USB]”). [Morgan Stanley][RBC][USB] is referred to as the “Dealer” herein.

RECITALS
The Commission and the Dealer have previously entered into a Dealer Agreement, dated as of April 1, 2023 (the “Original Dealer Agreement”) and this First Amendment amends the Original Dealer Agreement (the Original Dealer Agreement, as amended and supplemented, including as amended and supplemented by this First Amendment, the “Agreement”).

Pursuant to Ordinance No. 269- 24 (“Ordinance No. 269- 24”), adopted by the Board of Supervisors of the City on November 19, 2024 and signed by the Mayor of the City on November 25, 2024, and Resolution No. 24- 0193 (“Resolution No. 24- 0193”), adopted by this Commission on September 10, 2024, the commercial paper program/interim funding program for the Wastewater Enterprise (as such term is defined in the hereinafter defined Issuing and Paying Agent Agreements) (the “Wastewater Interim Funding Program ”), was increased from an aggregate principal amount of $750 million to an aggregate principal amount of $1.250 billion outstanding at any one time. In connection with the expansion of the Wastewater Interim Funding Program authorized/approved in Ordinance No. 269-24, it is necessary to enter into this First Amendment to make necessary amendments to the Original Dealer Agreement.

AGREEMENTS
NOW, THEREFORE, for and in consideration of the covenants herein made, and subject to the conditions herein set forth, the parties hereto agree as follows:

Section 1. Amendment and Restatement of Recitals of Original Dealer Agreement .

The “RECITALS” in the Original Dealer Agreement are hereby amended and restated in full to read as follows:
“The Commission proposes to issue and reissue its Commercial Paper Notes (Wastewater Series, Proposition E) (the “Notes”), in such not-to-exceed principal amounts and in such series (each series of Notes, a “Series”) (including, subseries, where applicable), as authorized by the hereinafter defined Procedural Ordinance and Issuance Authorizations, the Issuing and Paying Agent Agreements (as defined herein), as set forth in an Offering Memorandum (as defined herein) of the Commission, and such additional resolutions of the Commission that may approved from time to time.
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The Notes are authorized to be issued pursuant to the Charter; Article V of Chapter 43 of Part I of the San Francisco Administrative Code, enacted by Ordinance No. 203- 98 (the “Procedural Ordinance”), adopted on June 8, 1998 by the Board and signed by the Mayor on June 19, 1998, as amended by Ordinance 270 -06 adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006, to establish a procedure for the Commission to issue commercial paper, and various other ordinances and resolutions of the Board and resolutions of the Commission (collectively with the Procedural Ordinance, the “Issuance Authorizations”) including, without limitation, Ordinance No. 269-24, adopted by the Board of Supervisors of the City on November 19, 2024 and signed by the Mayor on November 25, 2024, and Resolution No. 24-0193, adopted by the Commission on September 10, 2024, pursuant to which the commercial paper program/interim funding program for the Wastewater Enterprise (as such term is defined in the hereinafter defined Issuing and Paying Agent Agreements) was increased from an aggregate principal amount of $750 million to an aggregate principal amount of $1.250 billion outstanding at any one time.

As described in the Offering Memorandum, dated [_____], 2025, relating to the Notes (as the same may be amended, supplemented, restated or replaced, from time -to-time, the “Offering Memorandum”), each Series of Notes is further issued pursuant to the terms of an Issuing and Paying Agent Agreement (each, an “Issuing and Paying Agent Agreement” and collectively, the “Issuing and Paying Agent Agreements”), each by and between U.S.

Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association), as Issuing and Paying Agent (the “Issuing and Paying Agent”) and the Commission.

As further described in the Offering Memorandum, each Series of Notes will be supported either by (i) an irrevocable direct -pay letter of credit (each, a “Letter of Credit” and collectively, the “Letters of Credit”) issued by a bank (each, a “LOC Bank” and collectively, the “LOC Banks”), pursuant to the terms of a reimbursement agreement (each, a “Reimbursement Agreement” and collectively, the “Reimbursement Agreements”) or (ii) a revolving credit and term loan agreement (each, a “Liquidity Agreement” and collectively, the “Liquidity Agreements”) issued by a bank (each, a “Liquidity Bank” and collectively, the “Liquidity Banks”). Each of the LOC Banks and the Liquidity Banks is referred to herein as a “Bank” and collectively as the “Banks. [Morgan Stanley][RBC][USB] has agreed to act as a non -exclusive Dealer for the Notes and to perform the duties imposed by this Agreement.”
Section 2. Amendment and Restatement of Section 4 of Original Dealer Agreement .

Section 4 of the Original Dealer Agreement is hereby amended and restated in full to read as follows:
“T ransactions in Notes . All transactions in Notes between the Dealer and the Commission shall be in accordance with the Issuance Authorizations, the Issuing and Paying Agent Agreements, this Agreement, the Letters of Credit, the Reimbursement Agreements, the Liquidity Agreements and with the customs and practices in the commercial paper market regarding settlement and delivery formally adopted in writing 3 4924-8841-6615.3
from time to time by the New York Clearinghouse, to the extent not inconsistent with the Issuing and Paying Agent Agreements. As early as possible, but not later than 11:00 a.m. (New York City time) on the date on which any Notes are to be issued, the Dealer shall notify the Commission and the Director of the Controller’s Office of Public Finance of the City (the “City’s Office of Public Finance”) (which shall be deemed to include their designee) of the proposed final maturities, prices and interest rates (which interest rates shall not exceed the Maximum Interest Rate) at which the Dealer has arranged for the sale of or will purchase the Notes, and provide the Commission and the Director of the City’s Office of Public Finance with any other information as required for delivery of such Notes.

The Dealer shall not be obligated to purchase any Notes unless and until agreement, as described in the following sentence, has been reached in each case on the proposed final maturities, prices and interest rates and the Dealer has agreed to such purchase. Not later than 11:00 a.m. (New York City time) on the date of issuance of the Notes, the Commission and the Director of the City’s Office of Public Finance may approve or disapprove of such final maturities, prices and interest rates (provided that if either the Commission or the Director of the City’s Office of Public Finance does not provide notice to the Dealer of disapproval then the Commission or the Director of the City’s Office of Public Finance, as applicable, shall be deemed to have approved such terms) and such Dealer shall either (a) confirm each transaction made with or arranged by it or (b) notify the Commission and the Issuing and Paying Agent of the difference, if any, between the amount of maturing Notes and the amount of Notes which the Dealer has arranged to sell or has agreed to purchase. Such confirmation or notification shall be given by telephone (or by other telecommunications medium acceptable to the Commission) and confirmed in writing to the Commission and the Issuing and Paying Agent in the Dealer’s customary form.” Section 3. Amendment and Restatement of Section 5 of Original Dealer Agreement .

Section 5 of the Original Dealer Agreement is hereby amended and restated in full to read as follows:
“P ayment for Notes . The Dealer shall pay for the Notes purchased by the Dealer or sold by the Dealer in immediately available funds by 11:00 a .m. (New York City time) on the Business Day such Notes are delivered to the Dealer. All Notes will be sold at par, and will be executed in the manner provided for in the Issuing and Paying Agent Agreements.” Section 4.

Reaffirmation of Original Dealer Agreement . All terms and conditions of the Original Dealer Agreement not expressly modified by this First Amendment are expressly reaffirmed as if set forth in their entirety herein and shall remain unaffected, unchanged and unimpaired by reason of this First Amendment and the Commission and Dealer shall continue to be bound by the same.

Section 5.

Execution in Counterparts . This First Amendment may be executed in several counterparts, each of which shall be original and all of which shall constitute but one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

S-1
4924-8841-6615.3
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and delivered as of the date first above written.

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
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
[MORGAN STANLEY & CO. LLC]
[RBC CAPITAL MARKETS, LLC]
[U.S. BANCORP INVESTMENTS, INC.]
By:

Authorized Signatory

[Signature Page to First Amendment to Dealer Agreement]

OFFERING MEMORANDUM
DATED [NOVEMBER] [_], 2025
Ratings: See “RATINGS” herein

$825,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
$150,000,000
Series A-1 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch

$150,000,000
Series A-2 (Tax Exempt)
Supported by a letter of credit issued by Bank of America, N.A

$150,000,000
Series A-4 (Tax Exempt)
Supported by a revolving credit and term loan agreement with TD Bank, N.A.
$125,000,000
Series A-6
Tax-Exempt Subseries A-6
Taxable Subseries A-6-T
Supported by a revolving credit and term loan agreement with Bank of America, N.A.

$100,000,000
Series A-7 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch
$150,000,000
Series A-8
Tax-Exempt Subseries A-8
Taxable Subseries A-8-T
Supported by a revolving credit and term loan agreement with BMO Bank N.A.

This Offering Memorandum describes six series (each, a “Series”) of Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) (collectively, the “Commercial Paper Notes”) offered hereby . The Commercial Paper Notes are payable from and secured by a pledge of Available Wastewater Enterprise Revenues (as defined herein ). The Commercial Paper Notes are special obligations of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and are payable on a subordinated basis to the Commission’s outstanding Wastewater Revenue Bonds , SRF Loans, WIFIA Loan s and Subordinated Wastewater Bonds (if any). See “THE COMMISSION AND THE WASTEWATER ENTERPRISE—Senior and Parity Indebtedness” herein for additional information on obligations payable senior to and on parity with the Commercial Paper Notes.

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

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

See Appendix A – “SUMMARIES OF BANK FACILITIES” herein.

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

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

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

DEALERS FOR ALL SERIES:

RBC Capital Markets US Bancorp Morgan Stanley

TABLE OF CONTENTS

Page

i

INTRODUCTION ....................................................................................................................................... 1 THE COMMISSION AND THE WASTEWATER ENTERPRISE ........................................................... 3 The Commission ............................................................................................................................. 3 The Wastewater Enterprise ............................................................................................................. 4 Senior and Parity Indebtedness ....................................................................................................... 5 Investment Policy ........................................................................................................................... 7 Wastewater Enterprise Financial and Operating Data .................................................................... 7 THE COMMERCIAL PAPER NOTES ...................................................................................................... 7 Authorization and Certain Terms of the Commercial Paper Notes ................................................ 7 Security for the Commercial Paper Notes....................................................................................... 8 Description of the Bank Facilities ................................................................................................... 9 Pledge of Available Wastewater Enterprise Revenues ................................................................. 10 RATINGS .................................................................................................................................................. 12 ABSENCE OF LITIGATION ................................................................................................................... 12 THE DEALERS ......................................................................................................................................... 13 TAX MATTERS ........................................................................................................................................ 13 Tax-Exempt Notes ........................................................................................................................ 13 Information Reporting and Backup Withholding ......................................................................... 14 State Tax Exemption ..................................................................................................................... 14 Taxable Notes ............................................................................................................................... 14 Future Developments .................................................................................................................... 15 LEGAL MATTERS ................................................................................................................................... 15 ADDITIONAL INFORMATION .............................................................................................................. 15

APPENDIX A SUMMARIES OF BANK FACILITIES

APPENDIX B THE BANKS

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

APPENDIX F WASTEWATER ENTERPRISE FINANCIAL STATEMENTS

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

OFFERING MEMORANDUM
$825,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
$150,000,000
Series A-1 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo
Mitsui Banking Corporation, acting through its New
York Branch
$150,000,000
Series A-2 (Tax Exempt)
Supported by a letter of credit issued by Bank of
America, N.A

$150,000,000
Series A-4 (Tax Exempt)
Supported by a revolving credit and term loan agreement with TD Bank, N.A.
$125,000,000
Series A-6
Tax-Exempt Subseries A-6
Taxable Subseries A-6-T
Supported by a revolving credit and term loan
agreement with Bank of America, N.A.

$100,000,000
Series A-7 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo
Mitsui Banking Corporation, acting through its New
York Branch
$150,000,000
Series A-8
Tax-Exempt Subseries A-8
Taxable Subseries A-8-T
Supported by a revolving credit and term loan
agreement with BMO Bank N.A.

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

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

The Commercial Paper Notes consist of the following Series *: (i) Series A-1 (Tax-Exempt) (the “Series A-1 Notes”), (ii) Series A-2 (Tax Exempt) (the “Series A-2 Notes”), (iii) Series A-4 (Tax Exempt) (the “Series A-4 Notes”), (iv) Series A-6 (the “Series A-6 Notes”), consisting of Tax-Exempt Subseries A- 6 (the “Subseries A-6 Notes”) and Taxable Subseries A-6-T (the “Subseries A-6-T Notes”), (v) Series A-7 (Tax Exempt) (the “Series A -7 Notes”), and (vi) Series A-8 (the “Series A-8 Notes”), consisting of Tax- Exempt Subseries A -8 (the “Subseries A -6 Notes”) and Taxable Subseries A -8-T (the “Subseries A -6-T Notes”). The Subseries A-6-T Notes and the Subseries A-8-T Notes are referred to herein as the “Taxable Notes.” The Commercial Paper Notes, excluding the Taxable Notes, are referred to herein collectively as the “Tax-Exempt Notes.”
Capitalized terms used herein and not defined shall have the respective meanings given such terms in the Indenture, dated as of January 1, 2003 (as amended by the First Amendment to Indenture, dated as of May 1, 2010, the Fifth Supplemental Indenture dated as of September 14, 2017, and the Sixth Supplemental Indenture dated as of August 1, 2018, and as supplemented by the First Supplemental Indenture, dated as of May 1, 2010, the Second Supplemental Indenture, dated as of January 1, 2013, the Third Supplemental Indenture, dated as of February 1, 2013, the Fourth Supplemental Indenture dated as of May 1, 2016, the Seventh Supplemental Indenture dated as of August 1, 2018, the Eighth Supplemental Indenture dated as of August 1, 2018, the Ninth Supplemental Indenture dated as of July 27, 2018, the Tenth Supplemental Indenture, dated as of June 12, 2020, the Eleventh Supplemental Indenture, dated as of June 12, 2020, the Twelfth Supplemental Indenture, dated as of November 1, 2021, the Thirteenth Supplemental Indenture, dated as of November 1, 2021, the Fourteenth Supplemental Indenture, dated as of July 1, 2022, the Fifteenth Supplemental Indenture, dated as of April 1, 2023, the Sixteenth Supplemental Indenture, dated as of April 26, 2023, the Seventeenth Supplemental Indenture, dated as of July 31, 202 4 and the Eighteenth Supplemental Indenture, dated as of July 31, 2024 [UPDATE WITH LATEST SUPPLEMENT], and as the same may be subsequently supplemented, amended and modified from time to time (collectively, the “Wastewater Bonds Indenture”), between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as t rustee thereunder, providing for the issuance from time to time of the Commission’s Wastewater Revenue Bonds, designated as the “Wastewater Revenue Bonds”, and other obligations as provided therein, as the same may be supplemented, amended and modified from time to time. The Commercial Paper Notes are payable on a subordinated basis to the Wastewater Revenue Bonds.

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

The Commission may issue and have outstanding at any one time an aggregate principal amount of $825,000,000 of Commercial Paper Notes, provided that the aggregate principal amount of any Series may not exceed the principal amount set forth on the cover of this Offering Memorandum . See under the heading “THE COMMERCIAL PAPER NOTES—Authorization and Certain Terms of the Commercial Paper Notes” for additional information.

* The Commercial Paper Notes previously included a Series A-3 (Tax Exempt) (the “Series A-3 Notes”), and a Series A-5 (the “Series A-5 Notes”, consisting of Tax- Exempt Subseries A-5 and Taxable Subseries A -5-T). See under the heading “THE COMMISSION AND THE WASTEWATER ENTERPRISE —Senior and Parity Indebtedness” for additional information.

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

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

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

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

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

The Commission operates and maintains dams and reservoirs, power generation and transmission facilities, water transmission facilities, water and wastewater treatment plants, water distribution facilities, wastewater collection facilities and power distribution facilities. The Commission’s facilities extend from

4 the Hetch Hetchy watershed in the Sierra Nevada, across the Central Valley, over and around the southern end of San Francisco Bay and north along the San Francisco Peninsula to the City.

The Wastewater Enterprise
The Wastewater Enterprise operates a combined sewer system that serves residential, commercial and industrial users, making up a “daytime population equivalent” of approximately 942,000 with sanitary waste/stormwater collection, treatment and disposal services as of January 1, 2023. The combined sewer system consists of two water pollution control plants, one wet weather facility, over 20 pump stations, and 1,131 miles of underground pipes and effluent outfalls to the San Francisco Bay and Pacific Ocean . The combined sewer system reduces pollution in the San Francisco Bay and Pacific Ocean by treating urban runoff that would otherwise flow to the Bay and Ocean. The Wastewater Enterprise treats and discharges an average of approximately 60 million gallons per day of treated wastewater during dry weather (between calendar years 2018 to 2023), with additional facilities and increased operations, the Wastewater Enterprise can treat approximately 575 million gallons of combined flow per day during wet weather. Heavy storms at the end of calendar year 2022 and beginning of calendar year 2023 resulted in combined flows of sewage and stormwater that exceeded the Wastewater Enterprise’s maximum capacity and caused flooding in some areas of San Francisco. S torm watch activations occur when weather forecasts predict that an upcoming storm may be large enough to possibly exceed and overwhelm the Wastewater Enterprise’s sewer system.

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

Although such rainstorms and flooding have not caused any significant damage to the Wastewater Enterprise’s facilities or resulted in any significant liability to the Commission, there can be no assurance that future rainstorms and flooding will not adversely impact the Wastewater Enterprise. [Please update for 2025]
San Francisco’s combined sewer system has served the City for more than 100 years with the bulk of the investment occurring 10 to 50 years ago. Since then, and typical for the industry, the system has operated well but aging infrastructure, outdated equipment/technology, new developments and deferred maintenance due to funding constraints, highlight the need for major capital improvements throughout the collection and treatment systems. The Wastewater Enterprise’s 10-year capital plan for Fiscal Years 2025- 26 to 2034-35, adopted by the Commission on [February 13], 2025 [TO BE UPDATED] (the “2026 Capital Plan”), totals approximately $[6.040] billion, which includes approximately $[892.5] million budgeted for Fiscal Year 202 5-26. The 2026 Capital Plan includes projects in four categories: (i) the Sewer System Improvement Program (the “ SSIP”, which is described in further detail below and which makes up approximately $[4.002] billion of the 2026 Capital Plan); (ii) Renewal and Replacement (which makes up approximately $[1.738] billion of the 2026 Capital Plan); (iii) Treasure Island Capital Improvements (which makes up approximately $ [40.9] million of the 202 6 Capital Plan); and (iv) Wastewater Facilities and Infrastructure (which makes up approximately $[258.9] million of the 2026 Capital Plan).

The SSIP was initiated as a citywide investment to upgrade the Commission’s existing infrastructure to ensure a reliable, sustainable, and seismically safe sewer system. The SSIP contains a series of major capital improvement projects that are necessary to maintain the City’s combined sewage and stormwater system in a state of good repair, as well as to continue meeting Commission-endorsed goals and levels of service. The Commission’s original authorization of the SSIP in August 2012 contemplated

5 a three- phase implementation approach over a 20- year period to manage rate impacts, considered construction sequencing impacts, and maintained existing operations and permit compliance. The highest priority and best-defined projects, which focused on maintaining regulatory compliance, enhancing process reliability and redundancy, implementing pilot green infrastructure projects, improving plant odor control, and replacing existing biosolids and headworks facilities with state-of-the-art technology, were included in the first phase of the SSIP (“Phase 1 Projects”). The Commission has since transitioned from implementing the original three -phase approach over a 20- year period to implementing Phase 1 Projects and initiating projects originally identified for the second and third phases of the SSIP (referred to herein as the “Other SSIP Projects”) based on priority, schedule, and affordability, as part of its rolling 10- year capital plan.

The budget for Phase 1 Projects in the 2026 Capital Plan is $[839.9] million and the budget for Other SSIP Projects in the 2026 Capital Plan is $[3.162] billion, for a total of $[4.002] billion.

Senior and Parity Indebtedness
As of November 1, 2025 , the Wastewater Enterprise had approximately $ [3.51] billion in outstanding aggregate principal amount of Wastewater Revenue Bonds; nine State Revolving Fund loans (“SRF Loans”) entered into with the State Water Resources Control Board in the aggregate principal amount of $570 ,511,103; and three loans entered into with the United States Environmental Protection Agency (the “EPA”) pursuant to the federal 2014 Water Infrastructure Finance and Innovation Act (“WIFIA Loans”). The first of such WIFIA Loans was originally dated July 27, 2018 in the amount of $699,242,023 and was subsequently re-executed on June 12, 2020 (to capture lower borrowing costs), and will fund approximately 49% of the costs of the Biosolids Digester Facilities Project (“BDFP”). The second of such WIFIA Loans was executed June 12, 2020 in the amount of $513,861,981 and will fund approximately 49% of the costs of the Southeast Treatment Plant New Headworks Project (“Headworks Project”) and increased scope of the BDFP. The last of such WIFIA Loans was ent ered into by the Commission pursuant to a WIFIA Master Agreement, dated as of April 26, 2023 (“WIFIA Master Agreement”), between the Commission and EPA . Pursuant to the WIFIA Master Agreement, the Commission may request up to five loans and the aggregate maximum principal amount of all such loans shall not at any time exceed $791,337,456, to partially finance certain capital improvement projects. The first of such loans under the WIFIA Master Agreement was executed on April 26, 2023 in the amount of $369,335,021 and will fund approximately 49% of the costs of certain capital improvement projects. The SRF Loans and the WIFIA Loans are authorized on parity with the senior lien Wastewater Revenue Bonds.

The SRF loan program moneys are disbursed on a cost -incurred basis pursuant to disbursement requests submitted by the Commission. Furthermore, SRF loans amortize over a 30 -year term commencing one year following completion of the respective project. As of November 1, 2025, SRF Loan disbursements in the amounts of $[338.2] million and $[336.6] million, had been requested and received, respectively, by the Commission. As of November 1, 2025, WIFIA Loan disbursements under the [first and second] WIFIA Loans (relating to the BDFP and the Headworks Project only) in the principal amount of $[562.3] million and $ [352.6] million, had been requested and received, respectively, by the Commission. As of November 1, 2025, the Commission had requested approval of approximately $ [113.2] million in expenditures, to be submitted at a later date, as eligible WIFIA Loan disbursements under the [first loan] of the WIFIA Master Agreement, but the Commission [has not yet received approval for such expenditures and no principal amount has been drawn under such loan]. The Wastewater Revenue Bonds and the WIFIA Loans have unenhanced ratings of [Aa2] by Moody’s Investors Service and [AA] by S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, as of November 1, 2025.

The Commission expect s to issue additional Wastewater Revenue Bonds (in the estimated aggregate principal amount of $[___] million) in fiscal year 2025-26, to fund certain capital improvement projects. In addition to t he SRF Loans set forth above , the Commission has applied for [___] additional SRF Loans (in the estimated amounts of $[__] million and $[___] million) and expects to enter into such loan agreements in fiscal year 202 [_]-2[_]. In addition to the WIFIA Loans described above, the

6 Commission may enter into an additional loan under the WIFIA Master Agreement and expects to enter into such loan agreement (in the estimated approximate amount of $[161] million) in [December 2024], to partially finance certain capital improvement projects. [Status?] Except as otherwise described herein, as of the date of this Offering Memorandum, for fiscal years 2025-26 and 2026-2027, the Commission does not currently expect to issue or enter into additional obligations payable senior to the Commercial Paper Notes. The Commercial Paper Notes are secured on a subordinate basis to the Wastewater Revenue Bonds, the SRF Loans, the WIFIA Loans and the Subordinated Wastewater Bonds (if any).

The Commission has reserved the right to authorize and issue obligations or securities of the Commission secured in whole or in part by a lien on Wastewater Enterprise Revenues (as defined herein) subordinate (the “Subordinated Wastewater Bonds”) to the senior lien of the Wastewater Bonds Indenture (including, other obligations on parity with the lien of the Wastewater Bonds Indenture), but that would have a lien senior to the lien of the Commercial Paper Notes. As of the date of this Offering Memorandum, the Commission did not have any outstanding Subordinated Wastewater Bonds. P ursuant to the terms of the [TD Bank A-4 Liquidity Facility and the Bank of America A-6 Liquidity Facility][Liquidity Facilities], in the event the Commission issues Subordinated Wastewater Bonds, and after the respective Banks have provided notice to the Commission and the Issuing and Paying Agent, the respective commitments under the [TD Bank A-4 Liquidity Facility and the Bank of America A-6 Liquidity Facility][Liquidity Facilities], will be reduced to the principal amount of the Series A-4 Notes and Series A -6 Notes, respectively, then outstanding. Upon the maturity date of such Series A -4 Notes and Series A -6 Notes [Series A-8 Notes], such commitments will be permanently reduced further and upon the final maturity of such Series A -4 Notes and Series A -6 Notes [Series A -8 Notes] , the commitments under the [TD Bank A-4 Liquidity Facility and the Bank of America A -6 Liquidity Facility ] [Liquidity Facilities][ , respectively,] will be terminated. Following receipt of such notice, the Commission will not issue any additional Series A -4 Notes or Series A-6 Notes while the [TD Bank A-4 Liquidity Facility or the Bank of America A-6 Liquidity Facility] [Liquidity Facilities][, respectively,] are in effect.

The Commercial Paper Notes previously included a Series A -3 (Tax Exempt) in the aggregate principal amount not to exceed $75,000,000 (the “Series A -3 Notes”) . The Series A -3 Notes were terminated on July 10, 2017. Following such termination, the Commission entered into a revolving credit agreement with U.S. Bank National Association (“U.S. Bank”), which permitted the Commission to make draws directly on the bank in an aggregate principal amount not -to-exceed $75,000,000. Such bank revolving credit agreement with U.S. Bank was subsequently renewed pursuant to that certain Amended and Restated Revolving Credit Agreement, dated as of July 16, 2024 (the “Revolving Credit Agreement”), by and between the Commission and U.S. Bank, designated as Series R -1, pursuant to which the Commission is permitted to borrow from U.S. Bank up to $75,000,000 prior to July 16, 2027. Repayment obligations under the Revolving Credit Agreement are payable on parity with the Commercial Paper Notes.

Under the Revolving Credit Agreement, upon a failure by the Commission to perform or observe its covenants, a default in other specified indebtedness of the Commission, or other specified events of default, U.S. Bank could terminate its commitment and declare all amounts then outstanding to be immediately due and payable. The Commercial Paper Notes previously included a Series A-5 (the “Series A -5 Notes”), consisting of Tax-Exempt Subseries A -5 (the “Subseries A -5 Notes”) and Taxable Subseries A -5-T (the “Subseries A-5-T Notes”). The Series A-5 Notes were terminated on October 14, 2019. In connection with such termination, the Commission approved an increase in the commitment amount under the liquidity facility then in effect for the Series A-6 Notes to maintain and support the Commission’s commercial paper program.

Subject to the rate covenant and additional bonds test discussed under the caption “THE COMMERCIAL PAPER NOTES—Pledge of Available Wastewater Enterprise Revenues,” there is no

7 limitation in the Charter, the Issuance Authorizations or the Issuing and Paying Agent Agreements (defined below) on the Commission issuing indebtedness senior to the Commercial Paper Notes. The Commission can, with majority voter approval or a two- thirds vote of the Board, authorize additional Wastewater Revenue Bonds and Subordinated Wastewater Revenue Bonds the payment of which will be prior to the payment of the Commercial Paper Notes. The Commission can also authorize entering into additional parity state and federal loans such as SRF loans and WIFIA Loans with the United States Environmental Protection Agency (USEPA). The Commission also can authorize additional indebtedness on a parity with the Commercial Paper Notes without notice to, or consent of, any holder of the Commercial Paper Notes.

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

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

Wastewater Enterprise Financial and Operating Data
The financial statements of the Wastewater Enterprise for the Fiscal Year ended June 30, 2024, are attached to this Offering Memorandum as APPENDIX F. Additionally, pursuant to continuing disclosure undertakings of the Commission in connection with certain outstanding Wastewater Revenue Bonds, the Commission is obligated to file with the Municipal Securities Rulemaking Board (“MSRB”) through the Electronic Municipal Market Access (“EMMA”) website certain financial information and operating data not later than nine months after the end of its fiscal year (presently June 30), and to provide notices of the occurrence of certain liste d events under securities laws. The Commission may provide supplemental information in its annual continuing disclosure report filings, and may from time to time provide voluntary notices, in its sole discretion, to provide information that may be material to investors. Additionally, the Commission provided COVID -19 information in its official statement prepared in connection with the issuance of its Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2024 Series A (SSIP) (Green Bonds) (Federally Taxable), 2024 Series B (Non- SSIP) (Federally Taxable), 2024 Series C (SSIP) (Green Bonds) and 2024 Series D (Non-SSIP) (together, the “2024 Series ABCD Bonds”) (the “Series 2024ABCD Bonds Official Statement”) and the effects that COVID -19 has had on the Commission and the Wastewater Enterprise as the date of the Series 2024ABCD Bonds Official Statement. The Commission may provide supplemental information in its annual continuing disclosure report filings and may from time to time provide voluntary notices, in its sole discretion, to investors. See “ADDITIONAL INFORMATION.”

THE COMMERCIAL PAPER NOTES
Authorization and Certain Terms of the Commercial Paper Notes The Commission’s commercial paper program for its Wastewater Enterprise, including the Commercial Paper Notes described in this Offering Memorandum, are authorized to be issued pursuant to the Charter; Article V of Chapter 43 the San Francisco Administrative Code, enacted by Ordinance No. 203-98 (the “Procedural Ordinance”), adopted on June 8, 1998 by the Board and signed by the Mayor on June 19, 1998, as amended by Ordinance 270-06 adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006, to establish a procedure for the Commission to issue short -term indebtedness, and various other ordinances and resolutions of the Board and resolutions of the Commission (collectively with the Procedural Ordinance, the “Issuance Authorizations”). As of the date of this Offering

8 Memorandum, the Board and the Commission have authorized commercial paper and short-term indebtedness authorization in an aggregate principal amount not to exceed $1.250 billion. Pursuant to such Issuance Authorizations, in addition to the Commercial Paper Notes offered hereunder, the Commission has entered into a Revolving Credit Agreement with U.S. Bank, pursuant to which the bank has agreed to make certain advances to the Commission, from time to time, in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding, and the Commission has delivered to such bank its revolving obligations tax- exempt note and its revolving obligations taxable note (the “Revolving Obligations”) evidencing the obligation of the Commission to repay to such bank the advances made under the Revolving Credit Agreement, which Revolving Obligations are on a parity with the Commercial Paper Notes. See also “THE COMMISSION AND THE WASTEWATER ENTERPRISE—Senior and Parity Indebtedness” above. The Revolving Obligations are not offered pursuant to this Offering Memorandum.

Only the Commercial Paper Notes, in the aggregate principal amount not to exceed $ 825,000,000, are offered pursuant to this Offering Memorandum.

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

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

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

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

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

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

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

9 Description of the Bank Facilities
The payment of each Series of Commercial Paper Notes will be supported either by an irrevocable, direct pay letter of credit (each, a “Letter of Credit” and collectively, the “Letters of Credit”) pursuant to the terms of the related Reimbursement Agreement (each, a Reimbursement Agreement” and collectively, the “Reimbursement Agreements”) or by a dedicated liquidity facility, which includes a revolving credit and term loan agreement (each, a “Liquidity Facility” and together, the “Liquidity Facilities”) provided by a banking institution (each a “Bank”), in each case subject to the respective terms and conditions thereof, as summarized below. A Letter of Credit or a Liquidity Facility is referred to herein as a “Bank Facility.” Series
Aggregate
Principal Amount
Authorized Bank Facility Bank
Stated Expiration
Date/Commitment
Expiration Date
Series A-1 $150,000,000 Letter of Credit Sumitomo Mitsui Banking Corporation,
acting through its
New York Branch
March 2, 2029
Series A-2 $150,000,000 Letter of Credit Bank of America, N.A.

April 24, 2026
Series A-4 $150,000,000 Revolving Credit
and Term Loan
Agreement
TD Bank, N.A. July 3, 2028
Series A-6 $125,000,000 Revolving Credit
and Term Loan
Agreement
Bank of America,
N.A.

August 2, 2027
Series A-7 $100,000,000 Letter of Credit Sumitomo Mitsui Banking Corporation,
acting through its
New York Branch
May 31, 2027
Series A-8 $150,000,000 Revolving Credit
and Term Loan
Agreement
BMO Bank N.A. November [_], 2028
Each Letter of Credit and Liquidity Facility is sized to provide sufficient funds for the payment of principal and interest on the related Series of Commercial Paper Notes, whether at maturity or earlier acceleration upon an event of default, as applicable. Each Letter of Credit is irrevocable.

For the avoidance of doubt: (i) the SMBC A-1 Letter of Credit issued by SMBC will only support the payment of the principal amount due and payable at the stated maturity of the Series A -1 Notes and interest accrued or to accrue thereon through the maturity dates thereof; (ii) the Bank of America A-2 Letter of Credit issued by Bank of America will only support the payment of the principal amount due and payable at the stated maturity of the Series A-2 Notes and interest accrued or to accrue thereon through the maturity dates thereof; (iii) the TD Bank A -4 Liquidity Facility issued by TD Bank will only support the payment of the principal amount due and payable at the stated maturity of the Series A-4 Notes and interest accrued

10 or to accrue thereon through the maturity dates thereof; (iv) the Bank of America A -6 Liquidity Facility issued by Bank of America will only support the payment of the principal amount due and payable at the stated maturity of the Series A-6 Notes and interest accrued or to accrue thereon through the maturity dates thereof; (v) the SMBC A-7 Letter of Credit issued by SMBC will only support the payment of the principal amount due and payable at the stated maturity of the Series A -7 Notes and interest accrued or to accrue thereon through the maturity dates thereof; and (vi) the BMO A -8 Liquidity Facility issued by BMO Bank N.A. will only support the payment of the principal amount due and payable at the stated maturity of the Series A-8 Notes and interest accrued or to accrue thereon through the maturity dates thereof.

Each Bank is obligated only for the amount payable under the related letter of credit or related liquidity facility for the related series of Commercial Paper Notes and is not obligated to pay any amount payable under any other letter of credit or liquidity facility or for any series of Commercial Paper Notes not supported by such letter of credit or liquidity facility, as applicable.

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

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

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

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

The information in Appendix B has been furnished by the respective Banks for use in this Offering Memorandum. Such information has not been independently confirmed or verified by the Commission or the Dealers. No representation is made herein by the Commission or the Dealers as to the accuracy or adequacy of such information subsequent to the date hereof, or that the information contained and incorporated herein by reference is correct . The Commission has assumed no obligation to update such information in the future, or to advise of any adverse change in the financial condition of the Banks .

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

Pledge of Available Wastewater Enterprise Revenues
To the extent not paid from the proceeds of a draw upon the related Bank Facility or the proceeds of remarketed Commercial Paper Notes, the Commercial Paper Notes will be payable solely from Available Wastewater Enterprise Revenues.
“Available Wastewater Enterprise Revenues,” means all of the moneys in the Revenue Fund (as defined in the Wastewater Bonds Indenture and comprised primarily of Wastewater Enterprise Revenues and earnings thereon) remaining after (a) the payments required by the provisions of the Wastewater Bonds Indenture relating to operation and maintenance expenses, certain pension charges and other payments required with respect to Commission employees, and payments on Wastewater Bonds and all other amounts

11 payable on a parity with such Wastewater Bonds under the Wastewater Bonds Indenture pursuant to the terms thereof and (b) all amounts required to be paid under any other indenture or resolution of the Commission for principal, interest, reserve fund and any other debt service requirements on other Wastewater Bonds and Subordinate Wastewater Bonds of the Commission as the same become due and payable.
“Wastewater Enterprise Revenues” has the meaning ascribed to the term “Net Revenues” in the Wastewater Bonds Indenture, which is defined as all of the Revenues less all Operation and Maint enance Costs of the Enterprise.
“R evenues” is defined as all gross revenues of the Wastewater Enterprise, including all charges received and all other income and receipts derived by the Commission from the operation of the Wastewater Enterprise, or arising from the Wastewater Enterprise, includin g connection and installation charges, but excluding:
(a) any money received by or for the account of the Commission from the levy or collection of taxes,
(b) moneys received from the State and the United States of America and required to be deposited in restricted funds,
(c) refundable deposits made to establish credit,
(d) advances and contributions made to the Commission to be applied to construction, (e) moneys received constituting casualty insurance proceeds with respect to all or any part of the Wastewater Enterprise (which shall be received and disposed of pursuant to the Wastewater Bonds Indenture) and moneys received constituting other insurance proceeds, (f) moneys received from the sale or disposition of all or any part of the Wastewater Enterprise (which shall be received and disposed of pursuant to the Wastewater Bonds Indenture), (g) moneys received upon the taking by or under the threat of eminent domain of all or any part of the Wastewater Enterprise (which moneys shall be received and disposed of pursuant to the Wastewater Bonds Indenture),
(h) proceeds from Bonds issued by the Commission or proceeds from loans or other indebtedness obtained by the Commission, and
(i) moneys or securities received by the Commission as gifts or grants, the use of which is restricted by the donor or grantor.

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

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

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

S&P has assigned a rating of “[ A-1]” to each of the [Series A-1 Notes, the Series A-2 Notes and the Series A-7 Notes]. S&P has assigned a rating of “[A-1+]” to each of the Series A-4 Notes and the Series A-6 Notes and the [Series A-8 Notes].

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

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

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

ABSENCE OF LITIGATION
[CAT’s office to confirm] T here is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body pending or, to the best of the knowledge of the Commission after reasonable investigation, threatened in any way (i) seeking to restrain or enjoin the issuance, sale or delivery of any of the Commercial Paper Notes or (ii) challenging the validity of the Commercial Paper Notes.

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

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

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

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

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

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

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

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

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

For taxable years beginning after 2022, the Code imposes a minimum tax of 15 percent of the adjusted financial statement income of certain large corporations, which generally include corporations (other than S corporations, regulated investment companies a nd real estate investment trusts) with more

14 than one billion dollars in average annual adjusted financial statement income, determined over a three - year period. For this purpose, adjusted financial statement income for a taxable year generally consists of the net income or loss of the taxpayer set f orth in the taxpayer’s applicable financial statement for such taxable year, subject to various adjustments, but is not reduced for interest earned on tax -exempt obligations, such as the Bonds. Prospective purchasers that could be subject to this minimum t ax should consult their tax advisors regarding the potential effect of owning the Bonds.

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

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

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

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

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

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

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

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

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

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

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

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

The Commission will also file any notices of listed events (“Event Notice”) with the MSRB through the EMMA website.

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

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

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

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

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

[Remainder of page left blank intentionally.]

A-i

APPENDIX A

SUMMARIES OF BANK FACILITIES

TABLE OF CONTENTS
Page
BANK FACILITY FOR THE SERIES A-1 COMMERCIAL PAPER NOTES ...................................... A-1 BANK FACILITY FOR THE SERIES A-2 COMMERCIAL PAPER NOTES ...................................... A-6 BANK FACILITY FOR THE SERIES A-4 COMMERCIAL PAPER NOTES .................................... A-11 BANK FACILITY FOR THE SERIES A-6 COMMERCIAL PAPER NOTES .................................... A-18 BANK FACILITY FOR THE SERIES A-7 COMMERCIAL PAPER NOTES .................................... A-25 BANK FACILITY FOR THE SERIES A-8 COMMERCIAL PAPER NOTES ................................. A-[31]

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

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

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

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

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

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

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

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

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

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(k) the Commission shall (i) default on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,00 0, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt;
(l) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 shall be entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) days; (m) any “event of default” under any Basic Document (as defined respectively therein) shall have occurred;
(n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service shall be rendered to the effect that interest on the Series A -1 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A -1 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, shall not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission shall challenge such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Moody’s or S&P shall have downgraded its long- term unenhanced rating of any Senior Debt (as defined in the SMBC A-1 Reimbursement Agreement) of the Commission to below “Baa2” (or its equivalent), or “BBB” (or its equivalent), respectively, or suspended or withdrawn its rating of the same; or
(p) the passage of any Law (as defined in the SMBC A-1 Reimbursement Agreement) has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the SMBC A-1 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the SMBC A-1 Reimbursement Agreement or any of the other Basic Documents; provided that the Event of Default set forth in this paragraph (p) sha ll be null and void and of no further force and effect from and after the date any r eimbursement agreement between the Commission and Bank of America, N.A., as provider of a letter of credit supporting any Commercial Paper Notes is terminated or a similar event of default is no longer provided therein.