credit facility agreements for interim funding of the San Francisco Public Utilities — CleanPowerSF Sfpuc Commission, July 28, 2026 (part 2 of 2)

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“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-9 Notes” means the Public Utilities Commission of the City and County of San Francisco (Wastewater Series, Proposition E), Tax-Exempt Subseries A-9, authorized by, and at any time Outstanding under this Agreement.
“Subseries A-9-T Notes” means the Public Utilities Commission of the City and County of San Francisco (Wastewater Series, Proposition E), Taxable Subseries A-9-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 Tax-Exempt Commercial Paper Notes, including any and all exhibits attached thereto.
“Tax-Exempt Commercial Paper Notes” means the Subseries A-9 Notes. “Taxable Commercial Paper Notes” means the Subseries A-9-T Notes. “Termination Date” has the meaning established pursuant to the Letter of Credit. “Unpaid Drawing” means a Drawing on the Letter of Credit for which the Bank has not been reimbursed by the Commission in accordance with the Reimbursement Agreement. “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

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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 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 Tax-Exempt 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.

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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 -9” (the “Subseries A -9 Notes”) and its “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Taxable Subseries A -9-T” (the “Subseries A-9-T Notes” and, together with the Subseries A-9 Notes, the “Commercial Paper Notes”) in order to provide interim financing for the Cost of any Wastewater Enterprise Projects or Taxable Wastewater Enterprise Projects, 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 time pursuant to the Commission’s direction as provided herein to finance and refinance the Cost of Wastewater Enterprise Projects or Taxable Wastewater Enterprise Projects, as applicable. Proceeds of Commercial Paper Notes issued to refinance other Commercial Paper Notes may be used to repay the Bank for Drawings used to pay principal and interest due on such maturing Commercial Paper Notes and may be used to repay the Bank for principal or interest due under the Reimbursement Agreement.

The authorization hereunder specifically includes the authorization to issue and reissue Commercial Paper Notes for the purposes contemplated here in. The aggregate principal amount of Commercial Paper Notes that may be Outstanding at any one time hereunder shall not at any time exceed the lesser of (a) $125,000,000 and (b) the Principal Portion then available under the Letter of Credit. At no time shall the aggregate amount of interest payable on the Outstanding Commercial Paper Notes exceed the Interest Portion then available under the Letter of Credit.
(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

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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 Drawings made on the Letter of Credit in accordance with this Agreement, the principal of and interest on each and every Commercial Paper Note when due, whether at mat urity or immediately upon acceleration or because the Issuing and Paying Agent has received a Final Drawing Notice. The Issuing and Paying Agent is authorized and directed to use amounts paid by the Commission to reimburse the Bank for each Drawing made on the Letter of Credit in accordance with 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 Drawings made on the Letter of Credit for the purpose of paying principal of and interest on maturing or accelerated Commercial Paper Notes, or on Commercial Paper Notes with respect to which the Issuing and Paying Agent has received a Final Drawing Notice, together with Note Proceeds from Commercial Paper Notes issued on such date, are insufficient to pay principal of and interest on maturing or accelerated Commercial Paper Notes, or on Commercial Paper Notes with respect to which the Issuing and Paying Agent has received a Final Drawing Notice, the Issuing and Paying Agent shall promptly notify the General Manager of the Commission who 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 1:30 p.m., New York City time, the date payment is due on any Commercial Paper Note, whether at maturity or upon acceleration or because the Issuing and Paying Agent has received a Final Drawing Notice.

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, whether at maturity or upon acceleration or because the Issuing and Paying Agent has received a Final Drawing Notice, 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 such 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.

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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 or (b) after the Issuing and Paying Agent has received a No-Issuance Notice or a Final Drawing Notice, which No-Issuance Notice or Final Drawing 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 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

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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 statements 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.

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

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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 the 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 anothe r 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 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.

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(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 the 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 ( b) 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 Subseries 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

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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 2:15 p.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 les ser of (i) $125,000,000 or (ii) the Principal Portion then available under the Letter of Credit, or would result in the aggregate amount of interest payable to exceed the Interest Portion then available under the Letter of Credit.

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 or a Final Drawing 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. (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 Letter of Credit 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 and the aggregate amount of interest payable on the Outstanding Commercial Paper Notes will not exceed the Interest Portion then available under the Letter of Credit; (iii) the interest rates borne by the Commercial Paper Notes to be delivered on such date do not exceed the Maximum Interest Rate; (iv) with respect to the issuance of Tax -Exempt Commercial Paper Notes, the facts, estimates, circumstances and representations set forth

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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 Reques t 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 ha s 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 or Final Drawing 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 Reimbursement Agreement;
(ii) The executed Letter of Credit;
(iii) Fully executed copies of the Master Note s and Letter of Representation relating to the Commercial Paper Notes;
(iv) 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 Reimbursement Agreement and Letter of Credit are each a valid and binding obligation of the Bank, enforceable in accordance with their respective terms; and

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(v) 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 neit her 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 the 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 ac tual 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 the 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 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.

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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. (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.

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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 has 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 with respect to any Commercial Paper Note or under the Reimbursement Agreement or this Agreement, and the Commission shall direct the Issuing and Paying Agent to pay any balance of such money then unclaimed 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 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

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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-9 Construction Account” and the “Subseries A-9-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-9 Debt Service Account” and the “Subseries A-9-T Debt Service Account”; (ii) Bank Payment Account , with subaccounts therein for each Subseries of Commercial Paper Notes designated as the “Subseries A -9 Bank Payment Account” and the “Subseries A-9-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-9 Bank Note Debt Service Account” and the “Subseries A -9-T Bank Note Debt Service Account”.

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Section 3.02. Deposit of Proceeds of Commercial Paper Notes. Promptly upon receipt thereof, the Issuing and Paying Agent shall first deposit the proceeds of the sale of the applicable Subseries of Commercial Paper Notes into the related subaccount of the Bank Payment Account in an amount equal to the Unpaid Drawings, if any, made on the Letter of Credit to pay principal of and/or interest on such Subseries of Commercial Paper Notes and unreimbursed Advances under the Reimbursement Agreement; and shall then transfer th e remaining proceeds 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) 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 Cost 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 federal 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 or acceleration date of each Commercial Paper Note or the date on which the Bank is to honor payment of a Drawing in connection with a Final Drawing Notice, as the case may be, as to the total amount of principal and interest due, on such maturity date or acceleration date or the date on which the Bank is to honor payment of a Drawing in connection with a Final Drawing Notice.
(b) On or before 11:00 a.m., New York City time, on the maturity date or acceleration date of each Commercial Paper Note or on the date on which the Bank honors payment of a Drawing in connection with a Final Drawing Notice, the Commission shall deposit, or ca use to be deposited, with the Issuing and Paying Agent in immediately available funds from amounts representing proceeds of sale of a Subseries of Commercial

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Paper Notes (as required by Section 3.02 hereof) or from Available Wastewater Enterprise Revenues (or borrowings secured thereby) for deposit in the applicable Bank Payment Account, an amount sufficient, together with all other amounts available to the Issuing and Paying Agent in the applicable Bank Payment Account which the Issuing and Paying Agent shall promptly apply to reimburse the Bank in full for the amounts drawn under the Letter of Credit to pay principal of and interest due on all Commercial Paper Notes on such maturity date or acceleration date or on the date on which the Bank honors payment of a Drawing in connection with a Final Drawing Notice.
(c) Each Drawing received by the Issuing and Paying Agent as a result of a drawing under the Letter of Credit to pay the principal of and interest on maturing or accelerated Commercial Paper Notes (including a Drawing in connection with a Final Drawing Notice) shall be deposited into the related subaccount of the Debt Service Account and used solely to pay the principal of and interest on such maturing Commercial Paper Notes upon the proper presentment thereof.
(d) Moneys in the Debt Service Account and the Bank Payment Account shall not be invested.
(e) Any lien that the Issuing and Paying Agent may have on any Drawings under the Letter of Credit 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. Drawings Under the Letter of Credit . The Issuing and Paying Agent agrees to hold the Letter of Credit for the benefit of the Holders, from time to time, of the applicable Subseries of Commercial Paper Notes. On or before each maturity date or acceleration date for any Commercial Paper Note, an authorized officer of the Issuing and Paying Agent shall present all required drawing certificates and accompanying documentation, to the Bank and demand payment be made under the Letter of Credit on such maturity date or acceleration date at such time and in such amount not in excess of the Stated Amount so as to be timely and sufficient to pay the entire amount of principal and interest becoming due on such Commercial Paper Notes on such date; provided that, in each case any certificates of the Issuing and Paying Agent shall be signed by one who states therein that such person is a duly authorized officer of the Issuing and Paying Agent. Upon receipt of a Final Drawing Notice from the Bank, the Issuing and Paying Agent shall draw on the Letter of Credit no later than the second Business Day prior to the Termination Date after the receipt of such notice in an amount at least equal to the principal of and interest accrued and to accrue until the scheduled maturity date on all related outstanding Commercial Paper Notes to be paid on such scheduled maturity date pursuant to Section 2.02. This Agreement shall constitute the irrevocable instruction by the Commission to the Issuing and Paying Agent to make the Drawings under the Letter of Credit as provided hereunder.

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

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

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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 wr itten 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 has authorized the issuance of one or more series of its Bank Notes, as provided in the Reimbursement Agreement. Bank Notes shall be issued on the date the Letter of Credit or Alternate Facility is delivered to evidence the obligation of the Commission to repay any Unpaid Drawings. Any Bank Notes issued to the Bank shall be designated the “San Francisco Public Utilities Commission Bank Note (Wastewater Series, Tax -Exempt Subseries A -9 and Taxable Subseries A-9-T – TD Bank, N.A.),” initially. Bank Notes shall be issued to evidence the obligation of the Commission with respect to all Unpaid Drawings and Advances. A copy of each fully executed Bank Note shall be provided to the Bank, and the Issuing and Paying Agent shall not be responsible for, or have any liability for the issuance of, Bank Notes. (b) The Bank Notes shall be payable at such times and in such amounts as specified in the Bank Note and the Reimbursement Agreement.

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 Reimbursement 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 Reimbursement Agreement.

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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).
(c) The Bank Notes shall not be payable from the proceeds of any Drawing. (d) 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 the portion of a taxable Bank Note which evidences and secures Advances related to 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 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

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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 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 three (3) 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

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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, the provisions of Sections 5.01, 5.02 and 5.03 shall not apply to the Taxable Commercial Paper Notes.

Section 5.05. Letter of Credit. The Commission hereby covenants to maintain in effect the Letter of Credit 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 Reimbursement Agreement and all other obligations payable from the Wastewater Enterprise.

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.

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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 Reimbursement Agreement and all Parity Note s secured by Available Wastewater Enterprise Revenues . The Available Wastewater Enterprise Revenues are hereby pledged to the payment of the Commercial Paper Notes and the Bank Notes and all obli gations of the Commission relating to such Commercial Paper Notes hereunder and under the Reimbursement 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 Reimbursement Agreement have been satisfied. 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

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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 agreemen t (the “ 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. (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 Letter of Credit 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;

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(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 drawings under the Letter of Credit 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 Stated Amount of the Letter of Credit below the amount of Commercial Paper Notes Outstanding.

The Issuing and Paying Agent acknowledges that, prior to the issuance of any Commercial Paper Notes, it shall accept delivery of the Letter of Credit.

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 a nd Paying Agent for any fees and charges imposed by the Note Depository with respect to Commercial Paper Notes issued in book-entry form as set forth in the fee schedule. The Issuing and Paying Agent shall have no lien on Note Proceeds or on any Drawing under the Letter of Credit 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.

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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 Representation (including the documents referred to therein), and the Issuing and Paying Agent and i ts 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 Commercial Paper Note(s) or Bank Notes (or an y 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 obligation 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

37 4934-1242-1547.2
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 the Letter of Credit has been transferred to the successor Issuing and Paying Agent in accordance with its terms. 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 Paying 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.

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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.

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 Reimbursement Agreement; then, and in every such event, (i) any Holder of any Commercial Paper Notes at the time outstanding may, by notice to the Commission, declare the principal of such Holder’s Commercial Paper 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 contained to the contrary notwithstanding and the Issuing and Paying Agent shall promptly make thereafter a Draw ing under the Letter of Credit to pay the amount of interest and principal then due on the Commercial Paper Notes and; (ii) 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, as and to the extent provided in the Reimbursement Agreement, and so long as the Bank has not failed to honor a properly presented and conforming Drawing under the Letter of Credit, the Issuing and Paying Agent shall apply any moneys in the Bank Note Debt Service Account and, the Bank Payment Account, at the direction of the Bank to the payment of the Bank Notes and amounts due to the Bank under the Reimbursement Agreement, upon which direction the Issuing and Paying Agent may conclusively rely without inquiry, investigation or notice to the Commission or any other person or entity.

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

39 4934-1242-1547.2
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.

Section 8.04. Bank to Control Remedies. So long as the Bank is not insolvent and has not failed to honor a proper ly presented and conforming Drawing under the Letter of Credit, no remedy (other than the right of the Issuing and Paying Agent to request a Drawing under the Letter of Credit) 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 Letter of Credit 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

40 4934-1242-1547.2
to this Agreement that modifies or amends 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 effect. The Alternate Facility shall have a Stated Amount (as such term is used in the Letter of Credit) 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:
(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 B usiness 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 Letter of Credit 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 and the Issuing and Paying Agent 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 and the Issuing and Paying Agent to the effect that the substitution of the Letter of Credit 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 interest on the Tax-Exempt Commercial Paper Notes.

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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 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 (and provided a copy thereof to the Issuing and Paying Agent) (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, 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 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 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.

42 4934-1242-1547.2
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 Letter of Credit, (iv) the expiration, termination, substitution or extension of the Letter of Credit or Alternate Facility, and (v) the defeasance or acceleration of all Outstanding Commercial Pape r 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.

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, Final Drawing 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 Office certified mail (against receipt) or by regular mail (upon receipt) to the party and at the address set forth below or at such ot her address as a party may designate by written notice, or on the day of receipt of any email, upon confirmation of receipt by the recipient:

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(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]
(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

44 4934-1242-1547.2
(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, 20th Floor
New York, New York 10005
Telephone: (212) 361-4383
Email: [email protected]
(e) If to the Bank:

As set forth in the Reimbursement Agreement.

Notwithstanding the foregoing, any notices required to be sent or received under the Reimbursement 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 methods) is, in fact, a person authorized to do so. Electronic signatures believed by the Issuing and Paying Agent to comply w ith 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 unreasonabl y 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 corporation or national banking association succeeding to the corporate trust business of the Issuing and Paying Agent shall be the successor of the Issuing

45 4934-1242-1547.2
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 construe the meaning or intent of the provisions hereof.

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 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.

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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.

Section 9.22. Reference to the Bank. Notwithstanding any provisions contained herein to the contrary, after the expiration or termination of a Letter of Credit or Alternate Facility, by its terms (or if a Bank shall have failed to honor a properly presented and conforming Drawing under the Letter of Credit or Alternate Facility), and after all obligations owed to a Bank pursuant to the Letter of Credit or Alternate Facility and the Reimbursement 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 will agree to the City ’s requirements (a current form of which is provided in Exhibit F attached hereto and incorporated hereby by this reference) pursuant to its Reimbursement Agreement.

[End of Issuing and Paying Agent Agreement for Series A-9 Wastewater CP Notes (Subseries A-9 and Subseries A-9-T)]

S-1
4934-1242-1547.2
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:

Sheryl L. Bregman
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-9 Wastewater CP Notes (Subseries A-9 and Subseries A-9-T)]

4934-1242-1547.2

EXHIBIT A

FORM OF WASTEWATER ENTERPRISE SERIES A-9 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 (an d 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., ha s 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-9
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: Not to Exceed $125,000,000 Outstanding When Combined With Taxable Subseries A-9-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 the 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. Payments shall be made solely from payments of Drawings under an irrevocable direct -pay Letter of Credit or any Alternate Facility and Available Wastewater Enterprise Revenues (as defined in the Agreement referred to hereinafter) 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
Wastewater CP Notes (Tax-Exempt Subseries A-9)
4934-1242-1547.2
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-9” 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-9-T,” is limited to $125,000,000 in aggregate principal amount. This Master Commercial Paper Note has been issued pursuant to the Issuing and Paying Agent Agreement, dated as of [August] 1, 2026, 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

A-3
Wastewater CP Notes (Tax-Exempt Subseries A-9)
4934-1242-1547.2
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 the Commission.

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

A-4
Wastewater CP Notes (Tax-Exempt Subseries A-9)
4934-1242-1547.2
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 22nd day of January, 2026.

PUBLIC UTILITIES COMMISSION OF THE

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

Tiffany Lennear
Secretary

A-5
Wastewater CP Notes (Tax-Exempt Subseries A-9)
4934-1242-1547.2

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

Dated: August [__], 2026
U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By
Authorized Officer

A-6
Wastewater CP Notes (Tax-Exempt Subseries A-9)
4934-1242-1547.2

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.

4934-1242-1547.2

EXHIBIT B

FORM OF SUBSERIES A-9-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-9-T
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: Not to Exceed $125,000,000 Outstanding When Combined With Tax -Exempt Subseries A-9 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 the 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. Payments shall be made solely from payments of Drawings under an irrevocable direct -pay Letter of Credit or any Alternate Facility and Available Wastewater Enterprise Revenues (as defined in the Agreement referred to hereinafter) 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.

B-2
Wastewater CP Notes (Taxable Subseries A-9-T)
4934-1242-1547.2
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-9-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-9,” is limited to $125,000,000 in aggregate principal amount. This Master Commercial Paper Note has been issued pursuant to the Issuing and Paying Agent Agreement, dated as of [August] 1, 2026, 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 o wners 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.

B-3
Wastewater CP Notes (Taxable Subseries A-9-T)
4934-1242-1547.2
Note without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

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

B-4
Wastewater CP Notes (Taxable Subseries A-9-T)
4934-1242-1547.2
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 22nd day of January, 2026.

PUBLIC UTILITIES COMMISSION OF THE

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

Tiffany Lennear
Secretary

B-5
Wastewater CP Notes (Taxable Subseries A-9-T)
4934-1242-1547.2

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

Dated: August [__], 2026
U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By
Authorized Officer

B-6
Wastewater CP Notes (Taxable Subseries A-9-T)
4934-1242-1547.2

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

Dated:

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.

4934-1242-1547.2

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 [August] 1, 2026 (the “Series A-9 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 Pap er Notes (Wastewater Series, Proposition E) Tax-Exempt Subseries A-9 and Taxable Subseries A-9-T (collectively the “Series A-9 Notes”), to appoint Designated Representatives of the Commission in connection with the issuance, from time to time, by the Commission of the Series A-9 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-9 Notes, the signatures of which persons are set forth beside their names: (i) the Reimbursement Agreement relating to the Series A-9 Notes, dated as of [August] 1, 2026, by and between the Commission and TD Bank, N.A., (ii) the Fee Letter relating to the Series A-9 Notes, dated August [__], 2026, by and between the Commission and TD Bank, N.A., (iii) the Dealer Agreement, dated as of April 1, 2023, as amended by a First Amendment to Dealer Agreement, dated as of its date, 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 amended by a First Amendment to Dealer Agreement, dated as of its date, 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 amended by a First Amendment to Dealer Agreement, dated as of its date, as may be amended from time to time, by and between the Commission and U.S. Bancorp Investments, 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

C-2
4934-1242-1547.2
EXECUTED THIS August [__], 2026.

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN

FRANCISCO
By:

Dennis J. Herrera
General Manager

4934-1242-1547.2

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 [August] 1, 2026, as may amended from time to time (the “Agreement”) between the Commission and the Issuing and Paying Agent, to issue the Commission’s Commercial Paper Notes, as follows:

1. Subseries Designation: Tax-Exempt Subseries A-9 or Taxable Subseries A-9-T

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 $125,000,000:

9. Amount of Utilized Credit Capacity under the Letter of Credit:

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

11. Letter of Credit Stated Expiration 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.

D-2
4934-1242-1547.2
EXECUTED THIS _________, 202_.

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

D-3
4934-1242-1547.2

ATTACHMENT A

COMMISSION CERTIFICATIONS
(i) the Letter of Credit 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 and the aggregate amount of interest payable on the Outstanding Commercial Paper Notes will not exceed the Interest Portion then available under the Letter of Credit; (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 or Final Drawing Notice from the Bank.

4934-1242-1547.2

EXHIBIT E

SCHEDULE OF FEES AND EXPENSES FOR

ISSUING AND PAYING AGENT SERVICES
[TO BE ATTACHED]

4934-1242-1547.2

EXHIBIT F

CITY REQUIREMENTS
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 limitation 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 tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product.

F-2
4934-1242-1547.2
MacBride Principles – Northern Ireland . The provisions of San Francisco Administrative Code Chapter 12F 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.
4935-0388-3445.2

OFFERING MEMORANDUM
DATED AUGUST [20], 2026
Ratings: See “RATINGS” herein

$1,175,000,000
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. $100,000,000
Series A-3
Tax-Exempt Subseries A-3
Taxable Subseries A-3-T
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-5
Tax-Exempt Subseries A-5
Taxable Subseries A-5-T
Supported by a letter of credit issued by
Truist Bank
$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.
$125,000,000
Series A-9
Tax-Exempt Subseries A-9
Taxable Subseries A-9-T
Supported by a letter of credit issued by
TD Bank, N.A.

This Offering Memorandum describes nine 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 Loans 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 liquidity facility provided by a banking institution (each, a “Bank”) as specified above and as further described herein and in Appendix A – “SUMMARIES OF BANK FACILITIES” and Appendix B – “THE BANKS” herein.

Timely payment of the Commercial Paper Notes is dependent upon the availability of the funds under the applicable Letter of 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 be given, that the Commission would have sufficient funds on hand and available to make the corresponding payment of principal and interest on the applicable Commercial Paper Notes. As a result, prospective investors of a Series of Commercial Paper Notes supported by the applicable Letter of Credit or applicable Liquidity Facility should base their investment decisions, insofar as it relates to the creditworthiness of such Series of Commercial Paper Notes, solely on the credit of the applicable Bank, rather than the Commission. Under certain circumstances, the Liquidity Facilities are subject to immediate termination or suspension without notice or payment. See “THE COMMERCIAL PAPER NOTES – Description of the Bank Facilities” and Appendix A – “SUMMARIES OF BANK FACILITIES” herein for additional information.

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

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

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

DEALERS FOR ALL SERIES:

RBC Capital Markets US Bancorp Morgan Stanley

TABLE OF CONTENTS

Page

i
4935-0388-3445.2
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 ................................................................................................... 8 Pledge of Available Wastewater Enterprise Revenues ................................................................. 11 RATINGS .................................................................................................................................................. 12 ABSENCE OF LITIGATION RELATING TO COMMERCIAL PAPER NOTES ................................. 13 THE DEALERS ......................................................................................................................................... 13 TAX MATTERS ........................................................................................................................................ 14 Tax-Exempt Notes ........................................................................................................................ 14 Information Reporting and Backup Withholding ......................................................................... 15 State Tax Exemption ..................................................................................................................... 15 Taxable Notes ............................................................................................................................... 15 Future Developments .................................................................................................................... 15 LEGAL MATTERS ................................................................................................................................... 16 ADDITIONAL INFORMATION .............................................................................................................. 16

APPENDIX A SUMMARIES OF BANK FACILITIES

APPENDIX B THE BANKS

APPENDIX C BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES

APPENDIX D FORM OF OPINION OF BOND COUNSEL

APPENDIX E WASTEWATER ENTERPRISE FINANCIAL STATEMENTS

4935-0388-3445.2
[In the opinion of Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions and assuming compliance with certain covenants 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 is not includable in the gross income of the owners of the Tax- Exempt Notes for federal income tax purposes and interest on the Tax-Exempt Notes is not treated as an item of tax preference for purposes of the federal alternative minimum tax on individuals. In the further opinion of Bond Counsel, under existing law, interest on the Commercial Paper Notes is exempt from personal income taxes imposed by the State of California. See “TAX MATTERS” herein.][NRF TO UPDATE/CONFIRM]
$1,175,000,000
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. $100,000,000
Series A-3
Tax-Exempt Subseries A-3
Taxable Subseries A-3-T
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.

$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.
$125,000,000
Series A-9
Tax-Exempt Subseries A-9
Taxable Subseries A-9-T
Supported by a letter of credit issued by
TD 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 nine series (each, a “Series”) of Commercial Paper Notes (Wastewater Series, Proposition E) for its Wastewater Enterprise (collectively, the “Commercial Paper

2 4935-0388-3445.2
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 under the caption “ 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-3 (the “Series A- 3 Notes”), consisting of Tax-Exempt Subseries A-3 (the “Subseries A-3 Notes”) and Taxable Subseries A- 3-T (the “Subseries A-3-T Notes”), (iv) Series A-4 (Tax Exempt) (the “Series A-4 Notes”), (v) 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”), (vi) 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”), (vii) Series A-7 (Tax Exempt) (the “Series A -7 Notes”), (viii) Series A-8 (the “Series A -8 Notes”), consisting of Tax-Exempt Subseries A-8 (the “Subseries A-8 Notes”) and Taxable Subseries A-8- T (the “Subseries A-8-T Notes”), and (ix) Series A-9 (the “Series A-9 Notes”), consisting of Tax-Exempt Subseries A-9 (the “Subseries A-8 Notes”) and Taxable Subseries A -9-T (the “Subseries A -9-T Notes”).

The Subseries A-3-T Notes, the Subseries A -5-T Notes, the Subseries A -6-T Notes, the Subseries A -8-T Notes and the Subseries A-9-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/CONFIRM], and as the same may be subsequently supplemented, amended and modified from time to time (collectively, the “Wastewater Bonds Indenture”), between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as trustee thereunder, providing for the issuance from time to time of the Commission’s Wastewater Revenue Bonds, 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.

As of the date of this Offering Memorandum, the Commission may issue and have outstanding at any one time an aggregate principal amount of $1,175,000,000 of Commercial Paper Notes, provided that

3 4935-0388-3445.2
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 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
[SFPUC TO UPDATE]
The Commission
The Commission, which consists of five members appointed by the Mayor of the City (the “Mayor”), is a department of the City responsible for the maintenance, operation and development of the Water Enterprise, the Wastewater Enterprise and the Hetch Hetchy Water and Power Enterprise (the “Power Enterprise”). The Water Enterprise provides retail drinking water to the City and wholesale water to customers in three other Bay Area counties. The Wastewater Enterprise, formerly known as the Clean Water Enterprise, consists of a sanitary waste and stormwater 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 eith er 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.

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

The Wastewater Enterprise
The Wastewater Enterprise operates a combined sewer system that serves residential, commercial and industrial users, making up a “commuter-adjusted population” of approximately 991,225 with sanitary waste/stormwater collection, treatment and disposal services as of January 1, 2025. The combined sewer system consists of two water pollution control plants, one wet weather facility, over 30 pump stations, and approximately 1,000 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 54 million gallons per day of treated wastewater during dry weather (between calendar year s 2020 to 2024), 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. Storm watch activations occur when weather forecasts predict that an upcoming storm may be large e nough 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 motor s and sludge pumps at the Southeast Treatment Plant, pumps and equipment at the North Shore Pump Station compressors, instruments at the Westside Pump Station, instruments within the Westside Pump Station transport structure, an inlet gate at the Channel Pump Station, and also created sinkholes at various locations throughout San Francisco. The final costs of repairs are not known presently, but the Commission currently expects damages to be at least $4.1 million. The Commission anticipates being able to pay such costs from reserves, available Revenues of the Wastewater Enterprise and/or proceeds of outstanding Wastewater Enterprise revenue bonds. 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 no t aware of any damage that resulted from such storms .

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

San Francisco’s combined sewer system has served the City for more than 100 years with the bulk of the investment occurring 10 to 50 years ago. Since then, and typical for the industry, the system has operated well but aging infrastructure, outdated equipment/technology, new developments and deferred maintenance due to funding constraints, highlight the need for major capital improvements throughout the collection and treatment systems. The Wastewater Enterprise’s 10-year capital plan for Fiscal Years 2026- 27 to 2035- 36, adopted by the Commission on February 10, 2026 (the “202 7 Capital Plan”), totals approximately $5.916 billion, which includes approximately $527.6 million budgeted for Fiscal Year 2026-

27. The 2027 Capital Plan includes projects in three categories: (i) the Sewer System Improvement Program (the “SSIP”, which is described in further detail below and which makes up approximately $4.141 billion of the 2027 Capital Plan); (ii) Renewal and Replacement (which makes up approximately $1.571 billion of the 2027 Capital Plan); and (iii) Wastewater Facilities and Infrastructure (which makes up approximately $203.5 million of the 2027 Capital Plan). Treasure Island Capital Improvements continue to be ongoing Wastewater Enterprise capital improvements and funding for such improvements ha s been fully appropriated.

5 4935-0388-3445.2
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 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.

Senior and Parity Indebtedness
As of August 1, 2026, the Wastewater Enterprise had approximately $[3.36] 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 third of such WIFIA Loans was entered into by the Commission pursuant to a WIFIA Master Agreement, dated as of April 26, 2023 (“WIFIA Master Agreement”), between the Commission and EPA. Pursuant to the WIFIA Master Agreement, the Commission may request up to five loans and the aggregate maximum principal amount of all such loans shall not at any time exceed $791,337,456, to partially finance certain capital improvement projects. The first of such loans under the WIFIA Master Agreement was executed on April 26, 2023 in the amount of $369,335,021 and will fund approximately 49% of the costs of certain capital improvement projects. The SRF Loans and the WIFIA Loans are authorized on parity with the senior lien Wastewater Revenue Bonds. 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 no later than one year following completion of the respective project. [As of August 1, 2026, SRF Loan disbursements in the amounts of $[392.8] million and $[391.2] million had been requested and received, respectively, by the Commission.

As of August 1, 2026, the full available amount of WIFIA Loan disbursements under the first and second WIFIA Loans (relating to the BDFP and the Headworks Project only) in the principal amount of $699.2 million and $513.9 million had been requested and received, respectively, by the Commission. As of August 1, 2026, [WIFIA Loan disbursements under the [first] loan of the WIFIA Master Agreement in the principal amount of $157.6 million had been requested and received by the Commission; and the Commission had requested and received approval for an additional $12.1 million of WIFIA Loan disbursements, however, such amount has not yet been drawn upon] ]. 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 August 1, 2026.

Pursuant to the Commission’s Wastewater Enterprise’s 10 -year financial plan for Fiscal Years 2026-27 to 203 5-36, adopted by the Commission on February 10, 202 6, the Commission had

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projected the issuance of additional Wastewater Revenue Bonds (in the estimated aggregate principal amounts of $1.35 billion, $889 million and $1.02 billion in fiscal year s 2026-27, 2027-28 and 2028- 29, respectively) to fund certain capital improvement projects. A new 10 -year plan including an updated projection of Wastewater Revenue Bond issuances will be presented to the Commission in February 2027.

In addition to the SRF Loans set forth above , the Commission has applied for an additional SRF Loan in the expected amount of $ 50 million which is also expected to include an additional $5 million in grant funding. The Commission expects to enter into such loan agreement in fiscal year 2026-27. In addition to the WIFIA Loans described above, the Commission expects to enter into an additional loan under the WIFIA Master Agreement and expects to enter into such loan agreement (in the estimated approximate amount of $307 million) in Fiscal Year 2026-27, to partially finance certain capital improvement projects.

Except as otherwise described herein, as of the date of this Offering Memorandum, for fiscal years 2026-27 and 2027-2028, 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 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 Liquidity Facilities will be reduced to the principal amount of the Series A-4 Notes, the Series A-6 Notes and the Series A-8 Notes, as applicable, then outstanding. Upon the maturity date of such Series A -4 Notes, Series A-6 Notes and Series A-8 Notes, such commitments will be permanently reduced further and upon the final maturity of such Series A -4 Notes, Series A-6 Notes and Series A-8 Notes, the commitments under the respective Liquidity Facilities , as applicable, will be terminated.

Following receipt of such notice, the Commission will not issue any additional Series A-4 Notes, Series A- 6 Notes and Series A-8 Notes, as applicable, while the respective Liquidity Facilities, are in effect.

The Commission has previously entered into 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 National Association (“U.S. Bank”), which permits the Commission to make draws directly on U.S. Bank, prior to July 16, 2027, in an aggregate principal amount not-to-exceed $75,000,000, at any one time outstanding, and the Commission has delivered to U.S. 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 U.S. Bank the advances made under the Revolving Credit Agreement .

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 defa ult, U.S. Bank could terminate its commitment and declare all amounts then outstanding to be immediately due and payable.

Subject to the rate covenant and additional bonds test discussed under the caption “THE COMMERCIAL PAPER NOTES—Pledge of Available Wastewater Enterprise Revenues,” there is no limitation in the Charter, the Issuance Authorizations or the Issuing and Paying Agent Agreements (defined below) on the Commission issuing indebtedness senior to the Commercial Paper Notes. The Commission can, with majority voter approval or a two- thirds vote of the Board, authorize additional Wastewater

7 4935-0388-3445.2
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 loan s such as SRF loans and WIFIA Loans with the United States Environmental Protection Agency (USEPA). The Commission also can authorize additional indebtedness on a parity with the Commercial Paper Notes without notice to, or consent of, any holder of the Commercial Paper Notes.

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

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

Wastewater Enterprise Financial and Operating Data
The financial statements of the Wastewater Enterprise for the Fiscal Year ended June 30, 2025, are attached to this Offering Memorandum as APPENDIX E. 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 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 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 Co mmission to issue short -term indebtedness, and various other ordinances and resolutions of the Board and resolutions of the Commission (collectively with the Procedural Ordinance, the “Issuance Authorizations”). As of the date of this Offering Memorandum, the Board and the Commission have authorized commercial paper and short-term indebtedness authorization in an aggregate principal amount not to exceed $1.250 billion. Pursuant to such Issuance Authorizations, in addition to the Commercial Paper Notes offered hereunder, the Commission has previously entered into a Revolving Credit Agreement with U.S. Bank, pursuant to which U.S. 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 Revolving Obligations relating thereto are on a parity with the Commercial Paper Notes . See “THE COMMISSION AND THE WASTEWATER ENTERPRISE—Senior and Parity Indebtedness” above for additional information. The Revolving Obligations are not offered pursuant to this Offering Memorandum. Only the Commercial Paper Notes, in the aggregate principal amount not to exceed $1, 175,000,000, are offered pursuant to this Offering Memorandum.

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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”). 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.

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.”

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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.

January 22, 2030
Series A-3 $100,000,000 Letter of Credit Bank of America, N.A.

January 22, 2031
Series A-4 $150,000,000 Revolving Credit
and Term Loan
Agreement
TD Bank, N.A. July 3, 2028
Series A-5 $125,000,000 Letter of Credit Truist Bank January 22, 2029 Series A-6 $125,000,000 Revolving Credit
and Term Loan
Agreement
Royal Bank of
Canada
August [__], 20[29]
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 9, 2028
Series A-9 $125,000,000 Letter of Credit TD Bank, N.A. August [__], 20[31] 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 Liquidity Facility shall provide funds, subject to the terms and conditions thereof, for the payment of the related Series of Commercial Paper Notes on the maturity dates thereof to the extent that proceeds of other related Series of Commercial Pap er Notes, as applicable, are not available therefor. 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 Bank of America A-3 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 -3 Notes and

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interest accrued or to accrue thereon through the maturity dates thereof; (iv) subject to the terms and conditions thereof, 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 or to accrue thereon through the maturity dates thereof to the extent that proceeds of other Series A-4 Notes are not available therefor; (v) the Truist Bank A-5 Letter of Credit issued by Truist Bank will only support the payment of the principal amount due and payable at the stated maturity of the Series A -5 Notes and interest accrued or to accrue thereon through the maturity dates thereof; (vi) subject to the terms and conditions thereof, the RBC A-6 Liquidity Facility issued by Royal Bank of Canada 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, to the extent that proceeds of other Series A-6 Notes are not available therefor; (vii) 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; (viii) subject to the terms and conditions thereof, 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 to the extent that proceeds of other Series A-8 Notes are not available therefor ; and (ix) the TD Bank A -9 Letter of Credit issued by TD Bank will only support the payment of the principal amount due and payable at the stated maturity of the Series A -9 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,” “—BANK FACILITY FOR THE SERIES A- 6 COMMERCIAL PAPER NOTES—RBC A- 6 LIQUIDITY FACILITY” AND “—BANK FACILITY FOR THE SERIES A -8 COMMERCIAL PAPER NOTES—BMO BANK A-8 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.

Certain information relating to e ach Bank Facility is described in greater detail in Appendix A hereto.

Certain 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 (as defined herein). 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

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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 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 deb t service requirements on other Wastewater Bonds and Subordinated Wastewater Bonds of the Commission as the same become due and payable.
“Wastewater Enterprise Revenues” has the meaning ascribed to the term “Net Revenues” in the Wastewater Bonds Indenture, which is defined as all of the Revenues less all Operation and Maint enance Costs of the Enterprise.
“Revenues” is 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 p ursuant to the Wastewater Bonds Indenture),

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(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.

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, t he Series A -2 Notes, the Series A-3 Notes, the Series A-5 Notes and the Series A-7 Notes. S&P has assigned a rating of “A-1+” to each of the Series A-4 Notes, the Series A-6 Notes and the Series A-8 Notes]. [UPDATE FOR A-9] 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 a nd 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 Wastewat er 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 of Commercial Paper Notes.

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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 RELATING TO COMMERCIAL PAPER NOTES [CONFIRM WITH CAT OFFICE] There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body pending or, to the best of the knowledge of the Commission after reasonable investigation, threatened in any way (i ) seeking to 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.

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

Bancorp Investments, Inc. (each, a “Dealer,” and collectively, the “Dealers”) , 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.

Morgan Stanley & Co. LLC, one of the Dealers of the Commercial Paper Notes, has entered into a retail distribution arrangement with its affiliate, Morgan Stanley Smith Barney LLC. As part of the distribution arrangement, Morgan Stanley & Co. LLC may distribute securities to retail investors th rough the financial network of Morgan Stanley Smith Barney LLC. As part of this arrangement, Morgan Stanley & Co. LLC may compensate Morgan Stanley Smith Barney LLC for its efforts with respect to the Commercial Paper Notes.

RBC Capital Markets, LLC (“RBCCM”), one of the D ealers of the Commercial Paper Notes, has entered into a distribution arrangement with its affiliate City National Securities, Inc. (“CNS”). As part of this arrangement, RBCCM may distribute municipal securities to investors through the financial advisor network of CNS. As part of this arrangement, RBCCM may compensate CNS for its selling efforts with respect to 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 of their various business activities, each Dealer and its respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities and financial instruments w hich may include bank loans and/or credit default swaps) for its own account and for the accounts of its customers and may at any time hold long and short positions in such securities and instruments . Such investment securities activities may involve securities and instruments of the City and the Commission.

Each Dealer and its respective affiliates may also communicate independent investment recommendations,

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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 Commercial Paper Notes.

TAX MATTERS
Tax-Exempt Notes
[TO BE UPDATED/CONFIRMED BY NRF]
[In the opinion of Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel (“Bond Counsel”), under existing statutes, regulations, rulings and judicial decisions, and assuming continuing compliance by the Commission with certain covenants in t he Issuing and Paying Agent Agreements, the Tax Certificate executed in connection with the issuance of the Tax-Exempt Notes (the “Tax Certificate”) and other documents pertaining to 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 Tax - Exempt Notes and the timely payment of certain investment earnings to the United States, interest on the Tax-Exempt Notes is not 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 gross income for federal income tax purposes retroactive to the da te of issuance of the Tax-Exempt Notes.

In the further opinion of Bond Counsel, interest on the Tax-Exempt Notes is not treated as an item of tax preference for purposes of the federal alternative minimum tax on individuals. Bond Counsel expresses no opinion regarding the applicability of the f ederal corporate alternative minimum tax to the adjusted financial statement income of certain corporations.

Ownership of, or the receipt of interest on, tax- exempt obligations may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, life insurance companies, property and casualty insurance companies, certain foreign corporations doing business in the United States, certain S corporations with excess passive income, individual recipients of Social Security or Railroad Retirement benefits, owners of an interest in a financial asset securit ization investment trust (FASIT), corporations subject to the alternative minimum tax on adjusted financial statement income, 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 expresses no opinion with respect to any collateral tax consequences and, accordingly, prospective purchasers of the Tax-Exempt Notes should consult their tax advisors as to the applicability of any collateral tax consequences.

Certain requirements and procedures contained or referred to in Issuing and Paying Agent Agreements, the Tax Certificate or other documents pertaining to the Tax-Exempt Notes may be changed, and certain actions may be taken or not taken, under the circumst ances 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 expresses no opinion as to the effect of any change to any document pertaining to the Tax-Exempt Notes or of any action taken or not taken where such change is made or action is taken or not taken without the approval of Bond Counsel or in reliance upon the advice of counsel other than Bond Counsel with respect to the exclusion from gross income of the interest on the Tax-Exempt Notes for federal income tax purposes.

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Bond Counsel’s opinion is not a guarantee of result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and judicial decisions and the representations and covenants of the Commission described above. No ruling has been or is being sought from the Internal Revenue Service (the “IRS”) with respect to the matters addressed in the Bond Counsel’s opinion, which is not binding on the IRS. The IRS has an ongoing program of examining the tax- exempt status of the interest on municipal obligations. If an examination of the Tax- Exempt Notes were to be commenced, under current procedures the IRS would likely treat the Commission as the “taxpayer,” and the owners of the Tax-Exempt Notes would have no right to participate in the examination process. In responding to or defending an examination of the tax- exempt status of the interest on the Tax -Exempt Notes, the Commission may have different or conflicting interests from the owners. Additionally, public awarene ss of any future examination of the Tax- Exempt Notes could adversely affect the value and liquidity of the Tax-Exempt Notes during the pendency of the examination, regardless of its ultimate outcome.

Information Reporting and Backup Withholding
Interest paid on the Tax-Exempt Notes will be subject to information reporting in a manner similar to interest paid on taxable obligations. Although such reporting requirement does not, in and of itself, affect the excludability of such interest from gros s income for federal income tax purposes, such reporting requirement causes the payment of interest on the Tax-Exempt Notes to be subject to backup withholding if such interest is paid to beneficial owners who (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 credit against such beneficial owner’s federal income tax liability so long as the required information is furnished to the IRS.

State Tax Exemption
In the further opinion of Bond Counsel, under existing law, interest on the Tax- Exempt Notes is 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, under existing law, is exempt from personal income taxes imposed by the State of California.

Future Developments
Existing law may change to reduce or eliminate the benefit to owners of the Tax-Exempt Notes of the exclusion of the interest on the Tax-Exempt Notes from gross income for federal income tax purposes or of the exemption of interest on the Commercial Paper Notes from S tate of California personal income taxation. Any proposed legislation, whether or not enacted, or administrative action, whether or not taken, could also affect the value and marketability of the Commercial Paper Notes. Prospective purchasers of the Commercial Paper Notes should consult their own tax advisors with respect to any proposed or future changes in tax law.

The form of opinion of Bond Counsel, is attached hereto as Appendix D.]

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LEGAL MATTERS
The form of the legal opinion to be delivered by Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel, with respect to the matters described in “TAX MATTERS” above, is set forth in Appendix D 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 such Bank delivered an opinion relating to such Bank Facility.

Kutak Rock LLP, has served as counsel to the Commission in connection with the Commercial Paper Notes and matters relating thereto, and has rendered its opinions in connection therewith.

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 t hereof nor the delivery of this Offering Memorandum shall, under any circumstances, create any implication that there has been no change in the affairs of the Commission or other matters described therein or herein.

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

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

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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 n ot guarantee the accuracy or completeness of such information.
[Remainder of page left blank intentionally.]

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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-3 COMMERCIAL PAPER NOTES .................................... A-11 BANK FACILITY FOR THE SERIES A-4 COMMERCIAL PAPER NOTES .................................... A-16 BANK FACILITY FOR THE SERIES A-5 COMMERCIAL PAPER NOTES .................................... A-23 BANK FACILITY FOR THE SERIES A-6 COMMERCIAL PAPER NOTES .................................... A-28 BANK FACILITY FOR THE SERIES A-7 COMMERCIAL PAPER NOTES .................................... A-36 BANK FACILITY FOR THE SERIES A-8 COMMERCIAL PAPER NOTES .................................... A-41 BANK FACILITY FOR THE SERIES A-9 COMMERCIAL PAPER NOTES .................................... A-49

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BANK FACILITY FOR THE SERIES A-1 COMMERCIAL PAPER NOTES

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

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

SMBC A-1 Letter of Credit
The SMBC A-1 Letter of Credit is an irrevocable transferable obligation of Sumitomo Mitsui Banking Corporation, acting through its New York Branch and supports the Series A -1 Notes only. The SMBC A-1 Letter of Credit was issued in an amount equal to the maximum principal amount of the Series A-1 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 365 days (the “Stated Amount”) . The Series A-1 Issuing and Paying Agent is authorized 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

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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 genera lly 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 pr oceeding 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 th at 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 SMBC, as provider of a letter of credit supporting any Commercial Paper Notes is terminated or a similar event of default is no longer provided therein.

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

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

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BANK FACILITY FOR THE SERIES A-2 COMMERCIAL PAPER NOTES

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

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

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

Upon Bank of America honoring any Drawing, the Stated Amount and the amount available to be drawn under the Bank of America A-2 Letter of Credit by the Series A-2 Issuing and Paying Agent pursuant to any subsequent Drawing shall be automatically decreased by an amount equal to the amount of such Drawing. In connection therewith, except in the case of the Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing Notice, the Stated Amount shall be increased when and to

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the extent, but only when and to the extent (i) (A) of transfer by the Series A -2 Issuing and Paying Agent to Bank of America on the date such Drawing is honored of proceeds of Series A -2 Notes issued on such date or (B) the Series A -2 Issuing and Paying Agent receives written notice from Bank of America that Bank of America has been reimbursed by or on behalf of the Commission for any amount drawn under the Bank of America A -2 Letter of Credit by any Drawing, and (ii) that the Serie s A-2 Issuing and Paying Agent has not received a No-Issuance Notice (as defined in the Bank of America A-2 Letter of Credit) from Bank of America.

The Bank of America A-2 Letter of Credit shall expire at the close of business of Bank of America, on the date (the earliest of such date to occur referred to as the “Termination Date”) which is the earliest of (i) January 22, 2030 (unless extended pursuant to the terms of the Bank of America A -2 Letter of Credit), (ii) the later of the date on which Bank of America receives written notice from the Series A-2 Issuing and Paying Agent that an Alternate Facility (as defined in the Series A-2 Issuing and Paying Agent Agreement) has been substituted for the Bank of America A-2 Letter of Credit in accordance with the Series A-2 Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility (after Bank of America honors any properly prese nted and conforming Drawing on such date), (iii) the date on which Bank of America receives written notice from the Series A-2 Issuing and Paying Agent that there are no longer any Series A-2 Notes Outstanding within the meaning of the Series A-2 Issuing and Paying Agent Agreement and that the Series A -2 Issuing and Paying Agent elects to terminate the Bank of America A -2 Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A-2 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the Bank of America A -2 Letter of Credit, and (v) the date on which Bank of America honors a Final Acceleration Drawing.

Bank of America A-2 Reimbursement Agreement Events of Default If any of the following events occurs, each such event will be an “Event of Default” under the Bank of America A-2 Reimbursement Agreement:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation (as defined in the Bank of America A -2 Reimbursement Agreement), or (ii) any Obligation (as defined in the Bank of America A -2 Reimbursement Agreement) (other than a Reimbursement Obligation) under the Bank of America A-2 Reimbursement Agreement or under the Fee Agreement (as defined in the Bank of America A-2 Reimbursement Agreement) and, in such case, such failure continues for five (5) Business Days (as defined in the Bank of America A-2 Reimbursement Agreement);
(b) any representation or warranty made by or on behalf of the Commission in the Bank of America A-2 Reimbursement Agreement or in any other Basic Document (as defined in the Bank of America A-2 Reimbursement Agreement) or in any certificate or statement delivered thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due performance or observance of certain no cure period covenants set forth in the Bank of America A-2 Reimbursement Agreement; (d) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in the Bank of America A -2 Reimbursement Agreement or any other Basic Document and such default remains unremedied for a period of thirty (30) days after the occurrence thereof;

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(e) the Commission or the City and County of San Francis co, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, or admits in writing its inability to pay, its debts generally as they become due, (i ii) makes an assignment for the benefit of creditors, (iv) applies for, seeks, consents to, or acquiesces in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property (as defined in the Bank of America A-2 Reimbursement Agreement), (v) institutes any proceeding seeking to have entered against it an order for relief under the United States B ankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) takes any corporate action in furtherance of any matter described in clauses (i) through (v) above, or (vii) fails to contest in good faith any appointment or proceeding described in paragraph (f) below; (f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (v) of paragraph (e) above is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the Bank of America A -2 Reimbursement Agreement) of the Commission by the Commission or any Governmental Authority (as defined in the Bank of America A -2 Reimbursement Agreement) with appropriate jurisdiction; (h) any material provision of the Bank of America A -2 Reimbursement Agreement, the Charter or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof is publicly contes ted by the Commission, or the Commission publicly contests the validity or enforceability of any obligation to pay Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Bank of America A -2 Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Wastewat er Enterprise Debt (as defined in the Bank of America A -2 Reimbursement Agreement), including, without limitation, the Wastewater Bonds Indenture (as defined in the Bank of America A -2 Reimbursement Agreement);
(i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Wastewater Enterprise Debt, 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) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating t hereto, 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

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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; (k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which 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); (l) any final, nonappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of sixty (60) days; (m) (i) the Commission shall default in the due performance or observance of any material term, covenant or agreement contained in a ny other Basic Document and the same shall not have been cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred; (n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A-2 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-2 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Fitch, Moody’s and S&P (i) downgrades its long term rating of any Senior Debt (as defined in the Bank of America A -2 Reimbursement Agreement) of the Commission to below “ BBB+” (or its equivalent), “ Baa1” (or its equivalent), or “ BBB+” (or its equivalent) respectively, or (ii) suspends or withdraws its rating of the same; or (p) the passage of any Law (as defined in the Bank of America A -2 Reimbursement Agreement) has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the Bank of America A-2 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the Bank of America A -2 Reimbursement Agreement or any of the other Basic Documents.

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Bank of America A-2 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the Bank of America A -2 Reimbursement Agreement, Bank of America may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the Bank of America A-2 Reimbursement Agreement or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same are immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “BANK OF AMERICA A-2 LETTER OF CREDIT AND BANK OF AMERI CA A- 2 REIMBURSEMENT AGREEMENT—Bank of America A -2 Reimbursement Agreement Events of Default,” such acceleration will automatically occur (unless such automatic acceleration is waived by Bank of America in writing); or (b) issue a No Issuance Notice (the effect of which will be as provided in the Bank of America A-2 Reimbursement Agreement), reduce the Stated Amount of the Bank of America A-2 Letter of Credit to the amount of the then outstanding Series A -2 Notes supported by the Bank of America A-2 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the Bank of America A-2 Letter of Credit as the then outstanding Series A-2 Notes are paid and terminate the Bank of America A -2 Letter of Credit when no Series A -2 Notes remain outstanding; or
(c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the Bank of America A -2 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-2 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity. [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-3 COMMERCIAL PAPER NOTES

BANK OF AMERICA A-3 LETTER OF CREDIT
AND BANK OF AMERICA A-3 REIMBURSEMENT AGREEMENT
The Commission has entered into a reimbursement agreement (the Bank of America A -3 Reimbursement Agreement”) with Bank of America, N.A. (“Bank of America”), pursuant to which Bank of America will issue an irrevocable direct-pay letter of credit (the “Bank of America A-3 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-3 Notes. The Series A-3 Notes are issued pursuant to the terms of the Amended and Restated Issuing and Paying Agent Agreement, dated as of January 1, 2026 (the “Series A-3 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-3 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the Bank of America A-3 Letter of Credit and the Bank of America A-3 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the Bank of America A-3 Letter of Credit or the Bank of America A-3 Reimbursement Agreement. Investors should obtain and review copies of the Bank of America A-3 Letter of Credit and the Bank of America A-3 Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized terms appearing under this heading “BANK OF AMERICA A -3 LETTER OF CREDIT AND BANK OF AMERICA A -3 REIMBURSEMENT AGREEMENT” shall have the meanings assigned to them in the Bank of America A-3 Reimbursement Agreement.

Bank of America A-3 Letter of Credit
The Bank of America A -3 Letter of Credit is an irrevocable transferable obligation of Bank of America and supports the payment of principal of and interest on maturing Series A -3 Notes only. The Bank of America A-3 Letter of Credit may not be drawn on for any other purpose. The Bank of America A-3 Letter of Credit will be issued in an amount equal to the maximum principal amount of $100,000,000 of the Series A-3 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 360 days (the “Stated Amount”). The Series A -3 Issuing and Paying Agent is authorized to draw on the Bank of America A-3 Letter of Credit in an aggregate amount not to exceed the Stated Amount of the Bank of America A-3 Letter of Credit and in accordance with the terms and conditions and, subject to the reductions and reinstatements as described therein, in amounts as set forth in the Bank of America A-3 Letter of Credit, in one or more Drawings (as defined in the Bank of America A-3 Letter of Credit), payable as set forth in the Bank of America A-3 Letter of Credit on any Business Day (as defined in the Bank of America A-3 Letter of Credit), by presentation of the appropriate certifications, (i) for the payment at maturity of the principal of and interest on Series A-3 Notes, (ii) for the payment at maturity of the principal of and interest to maturity on Series A-3 Notes that otherwise mature on or after the date that the Series A-3 Issuing and Paying Agent receives a Final Drawing Notice (as defined in the Bank of America A-3 Letter of Credit) from Bank of America , and (iii) for the payment of the principal of and interest due upon acceleration of Series A-3 Notes (including a Final Acceleration Drawing), in each case as provided in the Bank of America A-3 Letter of Credit.

Upon Bank of America honoring any Drawing, the Stated Amount and the amount available to be drawn under the Bank of America A-3 Letter of Credit by the Series A-3 Issuing and Paying Agent pursuant to any subsequent Drawing shall be automatically decreased by an amount equal to the amount of such Drawing. In connection therewith, except in the case of the Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing Notice, the Stated Amount shall be increased when and to

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the extent, but only when and to the extent (i) (A) of transfer by the Series A -3 Issuing and Paying Agent to Bank of America on the date such Drawing is honored of proceeds of Series A -3 Notes issued on such date or (B) the Series A -3 Issuing and Paying Agent receives written notice from Bank of America that Bank of America has been reimbursed by or on behalf of the Commission for any amount drawn under the Bank of America A -3 Letter of Credit by any Drawing, and (ii) that the Series A-3 Issuing and Paying Agent has not received a No-Issuance Notice (as defined in the Bank of America A-3 Letter of Credit) from Bank of America.

The Bank of America A-3 Letter of Credit shall expire at the close of business of Bank of America, on the date (the earliest of such date to occur referred to as the “Termination Date”) which is the earliest of (i) January 22, 2031 (unless extended pursuant to the terms of the Bank of America A -3 Letter of Credit), (ii) the later of the date on which Bank of America receives written notice from the Series A-3 Issuing and Paying Agent that an Alternate Facility (as defined in the Series A-3 Issuing and Paying Agent Agreement) has been substituted for the Bank of America A-3 Letter of Credit in accordance with the Series A-3 Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility (after Bank of America honors any properly presented and conforming Drawing on such date), (iii) the date on which Bank of America receives written notice from the Series A-3 Issuing and Paying Agent that there are no longer any Series A-3 Notes Outstanding within the meaning of the Series A-3 Issuing and Paying Agent Agreement and that the Series A-3 Issuing and Paying Agent elects to terminate the Bank of America A -3 Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A-3 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the Bank of America A -3 Letter of Credit, and (v) the date on which Bank of America honors a Final Acceleration Drawing.

Bank of America A-3 Reimbursement Agreement Events of Default If any of the following events occurs, each such event will be an “Event of Default” under the Bank of America A-3 Reimbursement Agreement:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation (as defined in the Bank of America A-3 Reimbursement Agreement), or (ii) any Obligation (as defined in the Bank of America A -3 Reimbursement Agreement) (other than a Reimbursement Obligation) under the Bank of America A-3 Reimbursement Agreement or under the Fee Agreement (as defined in the Bank of America A-3 Reimbursement Agreement) and, in such case, such failure continues for five (5) Business Days (as defined in the Bank of America A-3 Reimbursement Agreement);
(b) any representation or warranty made by or on behalf of the Commission in the Bank of America A-3 Reimbursement Agreement or in any other Basic Document (as defined in the Bank of America A-3 Reimbursement Agreement) or in any certificate or statement delivered thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due performance or observance of certain no cure period covenants set forth in the Bank of America A-3 Reimbursement Agreement; (d) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in the Bank of America A-3 Reimbursement Agreement or any other Basic Document and such default remains unremedied for a period of thirty (30) days after the occurrence thereof;

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(e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, or admits in writing its inability to pay, its debts generally as they become due, (iii) makes an assignment for the benefit of creditors, (iv) applies for, seeks, consents to, or acquiesces in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property (as defined in the Bank of America A-3 Reimbursement Agreement), (v) institutes any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) takes any corporate action in furtherance of any matter described in clauses (i) through (v) above , or (vii) fails to contest in good faith any appointment or proceeding described in paragraph (f) below; (f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (v) of paragraph (e) above is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the Bank of America A-3 Reimbursement Agreement) of the Commission by the Commission or any Governmental Authority (as defined in the Bank of America A -3 Reimbursement Agreement) with appropriate jurisdiction; (h) any material provision of the Bank of America A -3 Reimbursement Agreement, the Charter or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof is publicly contes ted by the Commission, or the Commission publicly contests the validity or enforceability of any obligation to pay Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Bank of America A-3 Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Wastewat er Enterprise Debt (as defined in the Bank of America A -3 Reimbursement Agreement), including, without limitation, the Wastewater Bonds Indenture (as defined in the Bank of America A -3 Reimbursement Agreement);
(i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Wastewater Enterprise Debt, beyond the period of grace, if any, provided in the instrument or agreement under which such Wastewater Enterprise Debt was created or incurred; o r (ii) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating there to, 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

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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; (k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which 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); (l) any final, nonappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of sixty (60) days; (m) (i) the Commission shall default in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same shall not have been cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred; (n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A-3 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-3 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Fitch, Moody’s and S&P (i) downgrades its long term rating of any Senior Debt (as defined in the Bank of America A -3 Reimbursement Agreement) of the Commission to below “BBB+” (or its equivalent), “Baa1” (or its equivalent), or “BBB+” (or its equivalent) respectively, or (ii) suspends or withdraws its rating of the same; or (p) the passage of any Law (as defined in the Bank of America A -3 Reimbursement Agreement) has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the Bank of America A-3 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the Bank of America A -3 Reimbursement Agreement or any of the other Basic Documents.

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Bank of America A-3 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the Bank of America A -3 Reimbursement Agreement, Bank of America may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the Bank of America A-3 Reimbursement Agreement or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same are immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “BANK OF AMERICA A-3 LETTER OF CREDIT AND BANK OF AMERICA A-3 REIMBURSEMENT AGREEMENT—Bank of America A -3 Reimbursement Agreement Events of Default,” such acceleration will automatically occur (unless such automatic acceleration is waived by Bank of America in writing); or (b) issue a No Issuance Notice (the effect of which will be as provided in the Bank of America A-3 Reimbursement Agreement), reduce the Stated Amount of the Bank of America A-3 Letter of Credit to the amount of the then outstanding Series A -3 Notes supported by the Bank of America A-3 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the Bank of America A-3 Letter of Credit as the then outstanding Series A-3 Notes are paid and terminate the Bank of America A -3 Letter of Credit when no Series A -3 Notes remain outstanding; or
(c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the Bank of America A -3 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-3 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity. [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-4 COMMERCIAL PAPER NOTES

TD BANK A-4 LIQUIDITY FACILITY
The Commission has entered into a dedicated liquidity facility (the “ TD Bank A-4 Liquidity Facility”) with TD Bank, N.A. (“TD Bank”) to provide back-up liquidity to pay principal of and accrued interest on maturing Series A-4 Notes to the extent that proceeds of other Series A-4 Notes are not available therefor. The Series A-4 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of July 1, 2012, as amended by the First Amendment to Issuing and Paying Agent Agreement, dated as of August 2, 2024 (together, the “Series A -4 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A -4 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the TD Bank A-4 Liquidity Facility. Such summary does not purport to be a complete description or restatement of the material provisions of the TD Bank A-4 Liquidity Facility. Investors should obtain and review a copy of the TD Bank A-4 Liquidity Facility in order to understand all of the terms of such document. All capitalized terms appearing under this heading “ TD BANK A-4 LIQUIDITY FACILITY” shall have the meanings assigned to them in the TD Bank A-4 Liquidity Facility. In the event of any conflict between a definition set forth in the Offering Memorandum and the corresponding definition set forth in the TD Bank A -4 Liquidity Facility, the definition set forth in the TD Bank A-4 Liquidity Facility shall control for purposes of this section under this heading “TD BANK A-4 LIQUIDITY FACILITY”.

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

The obligation of TD Bank to make an Advance on any date is subject to the conditions precedent that on the date of such Advance (a) TD Bank shall have timely received a properly completed Request for Advance and (b) no Immediate Termination Event shall have occurred and no Suspension Event shall have occurred and be continuing.

As set forth below under the heading “ —Remedies” in more detail, u pon the occurrence of an Immediate Termination Event under the TD Bank A-4 Liquidity Facility, the obligations of TD Bank under the TD Bank A-4 Liquidity Facility with respect to the Series A-4 Notes will immediately and automatically terminate without notice and without payment by TD Bank of any amounts owing on outstanding Series A- 4 Notes and, upon the occurrence of a Suspension Event under the TD Bank A -4 Liquidity Facility, the obligation of TD Bank under the TD Bank A-4 Liquidity Facility with respect to the Series A-4 Notes will immediately suspend without notice and without payment by TD Bank of any amounts owing on outstanding Series A-4 Notes, except in accordance with the terms of the TD Bank A-4 Liquidity Facility.

The stated Commitment Expiration Date of the TD Bank A-4 Liquidity Facility is July 3, 2028, unless sooner terminated or later extended pursuant to its terms. In the event the Commission issues Subordinated Wastewater Bonds, and after TD Bank has provided notice to the Commission and the Issuing and Paying Agent, the C ommitment under the TD Bank A-4 Liquidity Facility will be reduced to the principal amount of the Series A -4 Notes then outstanding. Upon the maturity date of such Series A - 4 Notes, the Commitment will be permanently reduced further on the maturity date of each such Series A- 4 Note and upon the last maturity date applicable to all such Series A-4 Notes, the Commitment under the

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TD Bank A-4 Liquidity Facility will be terminated. Following receipt of such notice, the Commission will not issue any additional Series A-4 Notes while the TD Bank A-4 Liquidity Facility is in effect.

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

Payments. The Commission fails to pay principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan when the same becomes due and payable in accordance with its terms;
Invalidity. (A) Any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, at any time, and for any reason, ceases to be valid and binding on the Commission, or is declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (B) an Authorized Representative of the Commission (i) publicly contests or contests in writing any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues or (ii) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Charter, the TD Bank A- 4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (C) the State or the Commission has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Te rm Note, any Series A -4 Note, the Series A -4 Issuing and Paying Agent Agreement , the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (D) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions finds or rules, in a judicial or administrative proceeding, that any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions, as the case may be, relating to (x) the ability or the obligation of the Comm ission to pay, when due, the principal of or interest on the Series A -4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, is not valid or not binding on, or enforceable against, the Commission; Insolvency, Etc. The Commission or the City and County of San Francisco, directly or indirectly, becomes insolvent or admits in writing its inability to pay its debts as they mature or declares a moratorium on the payment of its debts or apply for, consent to or acquiesce in the appointment of a trustee, custodian, liquidator or receiver for itself or any substantial part of its property, or takes any action to authorize or

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effect any of the foregoing; or in the absence of any such application, consent or acquiescence, a trustee, custodian, liquidator or receiver is appointed for it or for a substantial part of its property or revenues and is not discharged within a period of sixty (60) days; or the State or any other governmental authority having jurisdiction over the Commission or the City and County of San Francisco imposes a debt moratorium or comparable extraordinary restriction on repayment when due and payable of the principal of or interest on all Debt of the Commission and all of the Series A -4 Notes; or all, or any substantial part, of the property of the Commission or the City and County of San Francisco is condemned, seized, or otherwise appropriated, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is instituted by or against the Commission or the City and County of San Francisco (or any action is taken to authorize or effect the institution by it of any of the foregoing) and if instituted against it, shall be consented to or acquiesced in by it, or shall not be dismissed within a period of sixty (60) days; Cross-Default to Senior Debt or Parity Debt. The Commission fails to pay, when due and payable, any principal of or interest on any Senior Debt or any Parity Debt (including, without limitation, any principal or sinking fund installments thereon but excluding Commercial Paper Notes and Other Commercial Paper Notes);
Cross-Default to Commercial Paper Notes. The Commission fails to pay, when due and payable, any interest on any Commercial Paper Notes or Other Commercial Paper Notes (but excluding the interest on Commercial Paper Notes or Other Commercial Paper Notes issued by or on behalf of the Commission so long as the payment of such interest is supported by a third-party liquidity facility or a third-party credit facility);
Unsatisfied Judgments. A final, nonappealable, judgment or order for the payment of money in excess of $15,000,000, individually or in the aggregate, is rendered against the Commission and payable from Pledged Revenues and such judgment or order continues unsatisfied and unstayed for a period of sixty (60) days; or
Ratings. The long-term credit ratings assigned by Moody’s and S&P (to the extent then providing a rating) to unenhanced Parity Debt, unenhanced Subordinated Wastewater Bonds or unenhanced Senior Debt is (A) reduced below “Baa3” (or its equivalent) and “BBB -” (or its equivalent) or (B) withdrawn or suspended for any credit related reasons; provided, that nothi ng in the TD Bank A-4 Liquidity Facility requires the Commission to maintain a long -term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

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

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

Representations Untrue. Any representation, warranty, certification or statement made by the Commission in the TD Bank A-4 Liquidity Facility or in any Basic Document or in any certificate, financial statement or other document delivered pursuant to the TD Bank A-4 Liquidity Facility or any Basic

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Document was (in any such case) incorrect or untrue in any material respect when made or deemed to have been made.

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

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

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

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contract or instrument providing for the creation thereof or (ii) any principal on any Commercial Paper Notes or Other Commercial Paper Notes (other than the Series A-4 Notes).

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

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

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

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

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

Cross Acceleration . The Commission (i) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of de fault 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 De bt (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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Remedies
(a) Immediate Termination Events . In the case any Event of Default which is an Immediate Termination Event has occurred, (i) the Commitment will immediately and automatically terminate, without notice from TD Bank, and (ii) all amounts due under the TD Bank A-4 Liquidity Facility, the Fee Letter and under the Revolving Note and the Term Note will immediately become due and payable; provided, that the Event of Default described in “TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Payments.” will not qualify as an “Immediate Termination Event” under the TD Bank A-4 Liquidity Facility if the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan is due solely to an acceleration thereof by TD Bank for any reason other than the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan; provided, further, that the Event of Default described in TD BANK A-4 LIQUIDITY FACILITY— Immediate Termination Events—Cross-Default to Senior Debt or Parity Debt.” will not qualify as an “Immediate Termination Event” under the TD Bank A-4 Liquidity Facility if the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt is due solely to an acceleration thereof by a provider of credit enhancement or liquidity support with respect thereto for any reason other than the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt. (b) Suspension Events . In the case of a Default described in “TD BANK A-4 LIQUIDITY FACILITY—Other Events of Default—Other Insolvency.” (a “Suspension Event”), the Commitment will be immediately suspended without notice or demand and, thereafter, TD Bank will be under no obligation to make Advances or Term Loans under the TD Bank A-4 Liquidity Facility until the Available Commitment is reinstated as described in the TD Bank A-4 Liquidity Facility. Promptly upon the occurrence of any such Suspension Event, TD Bank will notify the Commission, the Series A-4 Issuing and Paying Agent and the Dealer of such suspension and the effective date of such suspension in writing by facsimile, promptly confirmed by regular mail; provided, that TD Bank will incur no liability of any kind by reason of its failure to give such notice and such failure will in no way affect the suspension of the Available Commitment or its obligation to make Advances or Term Loans pursuant to the TD Bank A-4 Liquidity Facility. The Commission will promptly direct the Series A-4 Issuing and Paying Agent to notify all Holders of a suspension of the obligation of TD Bank to make Advances and Term Loans as a result of the occurrence of such Suspension Event. Upon the occurrence of a Suspension Event, the Commitment will immediately and automatically suspended and remain suspended until the case, proceeding or other action referred to therein is either dismissed, discharged or bonded within sixty (60) days from the commencement of such case, proceeding or action, or the date on which TD Bank’s obligations under the TD Bank A-4 Liquidity Facility have terminated or expired in accordance with the terms hereof (the “Termination Date”) occurs, whichever is first. In the event that said Suspension Event has been dismissed, discharged or bonded within the sixty (60) day period described therein and prior to the Termination Date, then the Available Commitment and the obligation of TD Bank to make Advances and Term Loans will be reinstated and the terms of the TD Bank A-4 Liquidity Facility will continue in full force and ef fect as if there had been no such suspension (unless the Commitment Period will otherwise have been terminated, suspended or expired as provided in the TD Bank A-4 Liquidity Facility). In the event that said Suspension Event is not dismissed, discharged or bonded within said sixty (60) day period when the Termination Date occurs, then the Available Commitment and the obligation of TD Bank to make Advances and Term Loans will terminate on the Termination Date without notice or demand and, thereafter, TD Bank will be under no obligation to make such Advances and Term Loans under the TD Bank A-4 Liquidity Facility.

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(c) All Events of Default. In the case of any Event of Default, including any Immediate Termination Event or a Suspension Event that has occurred and is continuing, TD Bank (i) may by written notice to the Commission declare all amounts due under the TD Bank A-4 Liquidity Facility, under the Fee Letter or under the Revolving Note or the Term Note to be immediately due and payable, whereupon the same will immediately become due and payable, (ii) may by written notice to the Commission and the Series A -4 Issuing and Paying Agent (a n “EoD No-Issuance Notice”) in substantially the form of Exhibit H to the TD Bank A-4 Liquidity Facility declare the Available Principal Commitment to be reduced to the principal amount of Series A -4 Notes then outstanding and to be permanently reduced further on the maturity date of each such Series A -4 Notes by an amount equal to the principal amount of such Series A-4 Notes with the Commitment to be terminated upon the last maturity date applicable to all such Series A -4 Notes and the Available Interest Commitment shall immediately be reduced to the amount of interest to accrue on such outstanding Series A-4 Notes, and the Available Commitment shall be further reduced in a similar manner as and when the Series A-4 Notes mature, (iii) may petition a court of competent jurisdiction to issue a mandamus order to the Commission to compel specific performance of the covenants of the Commission contained in the Resolutions or herein and (iv) may pursue any other rights or remedies under the TD Bank A-4 Liquidity Facility, the Fee Letter, the Resolutions, any other Basic Document, applicable law or otherwise. Except as expressly provided in the TD Bank A-4 Liquidity Facility, procurement, demand, protest and all other notices of every kind are expressly waived in the TD Bank A-4 Liquidity Facility. Following receipt of an EoD No-Issuance Notice, the Commission shall not issue any additional Series A-4 Notes. (d) Timing of EoD No-Issuance Notice. An EoD No-Issuance Notice that is received by the Commission at or before 3:00 p.m. (New York City time) will be effective when received.

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

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

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

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

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BANK FACILITY FOR THE SERIES A-5 COMMERCIAL PAPER NOTES

TRUIST BANK A-5 LETTER OF CREDIT
AND TRUIST BANK A-5 REIMBURSEMENT AGREEMENT
The Commission has entered into a reimbursement agreement (the “ Truist Bank A-5 Reimbursement Agreement”) with Truist Bank (“Truist Bank”), pursuant to which Truist Bank will issue an irrevocable direct -pay letter of credit (the “Truist Bank A-5 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-5 Notes. The Series A-5 Notes are issued pursuant to the terms of the Amended and Restated Issuing and Paying Agent Agreement, dated as of January 1, 2026 (the “Series A-5 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 -5 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the Truist Bank A-5 Letter of Credit and the Truist Bank A-5 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the Truist Bank A-5 Letter of Credit or the Truist Bank A-5 Reimbursement Agreement. Investors should obtain and review copies of the Truist Bank A-5 Letter of Credit and the Truist Bank A-5 Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized terms appearing under this heading “TRUIST BANK A- 5 LETTER OF CREDIT AND TRUIST BANK A-5 REIMBURSEMENT AGREEMENT” shall have the meanings assigned to them in the Truist Bank A-5 Reimbursement Agreement.

Truist Bank A-5 Letter of Credit
The Truist Bank A-5 Letter of Credit is an irrevocable transferable obligation of Truist Bank and supports the payment of principal of and interest on maturing Series A-5 Notes only. The Truist Bank A- 5 Letter of Credit may not be drawn on for any other purpose. The Truist Bank A-5 Letter of Credit will be issued in an amount equal to the maximum principal amount of $125,000,000 of the Series A -5 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 36 0 days (the “Stated Amount”). The Series A-5 Issuing and Paying Agent is authorized to draw on the Truist Bank A-5 Letter of Credit in an aggregate amount not to exceed the Stated Amount of the Truist Bank A-5 Letter of Credit and in accordance with the terms and conditions and, subject to the reductions and reinstatements as described therein, in amounts as set forth in the Truist Bank A-5 Letter of Credit, in one or more Drawings (as defined in the Truist Bank A-5 Letter of Credit), payable as set forth in t he Truist Bank A-5 Letter of Credit on any Business Day (as defined in the Truist Bank A-5 Letter of Credit), by presentation of the appropriate certifications, (i) for the payment at maturity of the principal of and interest on Series A -5 Notes, (ii) for the payment at maturity of the principal of and interest to maturity on Series A-5 Notes that otherwise mature on or after the date that the Series A-5 Issuing and Paying Agent receives a Final Drawing Notice (as defined in the Truist Bank A-5 Letter of Credit) from Truist Bank, and (iii) for the payment of the principal of an interest due upon acceleration of Series A -5 Notes (including a Final Acceleration Drawing), in each case as provided in the Truist Bank A-5 Letter of Credit.

Upon Truist Bank honoring any Drawing, the Stated Amount and the amount available to be drawn under the Truist Bank A-5 Letter of Credit by the Series A -5 Issuing and Paying Agent pursuant to any subsequent Drawing shall be automatically decreased by an amount equal to the amount of such Drawing.

In connection therewith, except in the case of the Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing Notice, the Stated Amount shall be increased when and to the extent, but only when and to the extent (i) (A) of transfer by the Series A -5 Issuing and Paying Agent to Truist Bank on the date such Drawing is honored of proceeds of Series A -5 Notes issued on such date or (B) the

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Series A-5 Issuing and Paying Agent receives written notice from Truist Bank that Truist Bank has been reimbursed by or on behalf of the Commission for any amount drawn under the Truist Bank A-5 Letter of Credit by any Drawing, and (ii) that the Series A-5 Issuing and Paying Agent has not received a No-Issuance Notice (as defined in the Truist Bank A-5 Letter of Credit) from Truist Bank.

The Truist Bank A-5 Letter of Credit shall expire at the close of business of Truist Bank , on the date (the earliest of such date to occur referred to as the “Termination Date”) which is the earliest of (i) January 22, 2029 (unless extended pursuant to the terms of the Truist Bank A-5 Letter of Credit), (ii) the later of the date on which Truist Bank receives written notice from the Series A-5 Issuing and Paying Agent that an Alternate Facility (as defined in the Series A -5 Issuing and Paying Agent Agreement) has been substituted for the Truist Bank A-5 Letter of Credit in accordance with the Series A-5 Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility (after Truist Bank honors any properly presented and conforming Drawing on such date), (iii) the date on which Truist Bank receives written notice from the Series A-5 Issuing and Paying Agent that there are no longer any Series A-5 Notes Outstanding within the meaning of the Series A-5 Issuing and Paying Agent Agreement and that the Series A-5 Issuing and Paying Agent elects to terminate the Truist Bank A-5 Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A -5 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the Truist Bank A-5 Letter of Credit, and (v) the date on which Truist Bank honors a Final Acceleration Drawing.

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

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of creditors, (iv) applies for, seeks, consents to, or acquiesces in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property (as defined in the Truist Bank A-5 Reimbursement Agreement), (v) institutes any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceedi ng filed against it, (vi) takes any corporate action in furtherance of any matter described in clauses (i) through (v) above, or (vii) fails to contest in good faith any appointment or proceeding described in paragraph (f) below; (f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (v) of paragraph (e) above is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the Truist Bank A-5 Reimbursement Agreement) of the Commission by the Commission or any Governmental Authority (as defined in the Truist Bank A-5 Reimbursement Agreement) with appropriate jurisdiction;
(h) any material provision of the Truist Bank A-5 Reimbursement Agreement, the Charter or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof is publicly contested by the Commission, or the Commission publicly contests the validity or enforceability of any obligation to pay Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Truist Bank A-5 Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Wastewater Enter prise Debt (as defined in the Truist Bank A-5 Reimbursement Agreement), including, without limitation, the Wastewater Bonds Indenture (as defined in the Truist Bank A-5 Reimbursement Agreement); (i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Wastewater Enterprise Debt, 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) defaults in the observance or performance of any agreement or condition relating to any Wastewate r Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt;

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(k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which 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); (l) any final, nonappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of sixty (60) days; (m) (i) the Commission shall default in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same shall not have been cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred; (n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A-5 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-5 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Fitch, Moody’s and S&P (i) downgrades its long-term rating of any Senior Debt (as defined in the Truist Bank A-5 Reimbursement Agreement) of the Commission to below “BBB+” (or its equivalent), “Baa1” (or its equivalent), or “BBB+” (or its equivalent) respectively, or (ii) suspends or withdraws its rating of the same; or (p) the passage of any Law (as defined in the Truist Bank A-5 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 Truist Bank A-5 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the Truist Bank A-5 Reimbursement Agreement or any of the other Basic Documents.

Truist Bank A-5 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the Truist Bank A-5 Reimbursement Agreement, Truist Bank may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the Truist Bank A-5 Reimbursement Agreement or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same are immediately due and payable without any further notice of any kind, which notice is waived by

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the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “ TRUIST BANK A-5 LETTER OF CREDIT AND TRUIST BANK A-5 REIMBURSEMENT AGREEMENT—Truist Bank A-5 Reimbursement Agreement Events of Default,” such acceleration will automatically occur (unless such automatic acceleration is waived by Truist Bank in writing); or
(b) issue a No Issuance Notice (the effect of which will be as provided in the Truist Bank A-5 Reimbursement Agreement), reduce the Stated Amount of the Truist Bank A-5 Letter of Credit to the amount of the then outstanding Series A-5 Notes supported by the Truist Bank A-5 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the Truist Bank A-5 Letter of Credit as the then outstanding Series A -5 Notes are paid and terminate the Truist Bank A-5 Letter of Credit when no Series A-5 Notes remain outstanding; or (c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the Truist Bank A-5 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-5 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity. [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-6 COMMERCIAL PAPER NOTES

RBC A-6 LIQUIDITY FACILITY
[To be updated and reviewed by Chapman]
[The Commission has entered into a dedicated liquidity facility (the “RBC A-6 Liquidity Facility”) with Royal Bank of Canada (“RBC”) to provide back-up liquidity to pay principal of and accrued interest on maturing Series A -6 Notes to the extent that proceeds of other Series A -6 Notes are not available therefor. The Series A-6 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of October 1, 2014, as amended by the First Amendment to Issuing and Paying Agent Agreement, dated as of October 15, 2019, and as amended by the Se cond Amendment to Issuing and Paying Agent Agreement, dated as of August 2, 2024 (collectively, the “Series A -6 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-6 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the RBC A -6 Liquidity Facility.

Such summary does not purport to be a complete description or restatement of the material provisions of the RBC A-6 Liquidity Facility . Investors should obtain and review a copy of the RBC A-6 Liquidity Facility in order to understand all of the terms of such document. All capitalized terms appearing under this heading “RBC A-6 LIQUIDITY FACILITY” shall have the meanings assigned to them in the RBC A- 6 Liquidity Facility. In the event of any conflict between a definition set forth in the Offering Memorandum and the corresponding definition set forth in the RBC A-6 Liquidity Facility, the definition set forth in the RBC A -6 Liquidity Facility shall control for purposes of this section under this heading “ RBC A -6 LIQUIDITY FACILITY”.

The Commission has entered into the RBC A -6 Liquidity Facility with RBC. The RBC A -6 Liquidity Facility can be drawn upon by the Series A-6 Issuing and Paying Agent, subject to compliance with certain terms and conditions as specified in the RBC A-6 Liquidity Facility, in an amount equal to the maximum principal amount of the Series A-6 Notes plus two-hundred seventy (270) days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 360 days.

The obligation of RBC to make an Advance on any date is subject to the conditions precedent that on the date of such Advance (a) RBC shall have timely received a properly completed Request for Advance and (b) no Immediate Termination Event shall have occurred and no Suspension Event shall have occurred and be continuing.

As set forth below under the heading “ —Remedies” in more detail, u pon the occurrence of an Immediate Termination Event under RBC A-6 Liquidity Facility, the obligations of RBC under the RBC A-6 Liquidity Facility with respect to the Series A -6 Notes will immediately and automatically terminate without notice and without payment by RBC of any amounts owing on outstanding Series A-6 Notes and, upon the occurrence of a Suspension Event under the RBC A-6 Liquidity Facility, the obligation of RBC under the RBC A -6 Liquidity Facility with respect to the Series A -6 Notes will immediately suspend without notice and without payment by RBC of any amounts owing on outstanding Series A-6 Notes, except in accordance with the terms of the RBC A-6 Liquidity Facility.

The stated Commitment Expiration Date of the RBC A-6 Liquidity Facility is August [__], 20[29], unless sooner terminated or later extended pursuant to its terms. In the event the Commission issues Subordinated Wastewater Bonds, and after RBC has provided notice to the Commission and the Series A- 6 Issuing and Paying Agent, the Commitment under the RBC A-6 Liquidity Facility will be reduced to the

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principal amount of the Series A -6 Notes then outstanding. Upon the maturity date of such Series A- 6 Notes, the Commitment will be permanently reduced further and upon the final maturity of such Series A-6 Notes, the Commitment under the RBC A-6 Liquidity Facility will be terminated. Following receipt of such notice, the Commission will not issue any additional Series A-6 Notes while the RBC A-6 Liquidity Facility is in effect.

Defaults
The occurrence of any of the events under the heading “ RBC A-6 LIQUIDITY FACILITY — Immediate Termination Events” or “ Events of Default not Permitting Immediate Termination [or Suspension]” below (whatever the reason for such event and whether voluntary, involuntary, or effected by operation of Law) shall be an “Event of Default” under the RBC A-6 Liquidity Facility, unless waived in writing by RBC. Upon the occurrence of an Event of Default, RBC may exercise those rights and remedies set forth under the heading “RBC A-6 LIQUIDITY FACILITY—Remedies” below. In the event that the occurrence of any event set forth under the heading “ RBC A -6 LIQUIDITY FACILITY —Immediate Termination Events” hereof also constitutes an Event of Default under the heading “RBC A-6 LIQUIDITY FACILITY—Events of Default not Permitting Immediate Termination [or Suspension]” below, such Event of Default shall first be deemed to be an Event of Default under the heading “ RBC A-6 LIQUIDITY FACILITY—Immediate Termination Events” below (if such event is an Event of Default under the heading “RBC A-6 LIQUIDITY FACILITY—Immediate Termination Events” below ), and shall next be deemed to be an Event of Default under the heading “RBC A-6 LIQUIDITY FACILITY—Events of Default not Permitting Immediate Termination [or Suspension]” below (if such event is an Event of Default under the heading “RBC A-6 LIQUIDITY FACILITY—Events of Default not Permitting Immediate Termination [or Suspension]” below).

Immediate Termination Events
The following Events of Default constitute Immediate Termination Events under the RBC A-6 Liquidity Facility:

Payments. The Commission shall fail to pay principal of, or interest on, the Bank Note, any Unpaid Drawing, any Liquidity Advance or any Term Loan when the same shall become due and payable in accordance with its terms;
Invalidity. (A) Any provision of the Charter, the RBC A-6 Liquidity Facility, the Bank Note, any Subseries A-6 Note or Subseries A-6-T Note, the Series A-6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A-6 Notes and Subseries A-6-T Notes, the Bank Note, any Unpaid Drawing, any Liquidity Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, shall at any time, and for any reason, cease to be valid and binding on the Commission, or shall be declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a r esult of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (B) an Authorized Representative of the Commission (i) publicly contests or contests in writing any provision of the Charter, the RBC A-6 Liquidity Facility, the Bank Note, any Subseries A-6 Note or Subseries A-6-T Note, the Series A-6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A-6 Notes and Subseries A-6-T Notes, the Bank Note, any Unpaid Drawing, any Liquidity Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues or (ii) repudiates or otherwise denies i n writing that it has any further liability or obligation under or with respect to any provision of the Charter, the RBC A-6 Liquidity Facility, the Bank Note, any Subseries A-6 Note or Subseries A-6-T Note, the Series A-6 Issuing and Paying Agent

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Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A-6 Notes and Subseries A-6-T Notes, the Bank Note, any Unpaid Drawing, any Liquidity 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, the RBC A-6 Liquidity Facility, the Bank Note, any Subseries A-6 Note or Subseries A-6-T Note, the Series A-6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A-6 Notes and Subseries A-6-T Notes, the Bank Note, any Unpaid Drawing, any Liquidity Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (D) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, the RBC A-6 Liquidity Facility, the Bank Note, any Subseries A -6 Note or Subseries A -6-T Note, the Series A-6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions shall find or rule, in a judicial or administrative proceeding, that any provision of the Charter, the RBC A -6 Liquidity Facility, the Bank Note, any Subseries A -6 Note or Subseries A -6-T Note, the Series A-6 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions, as the case may be, relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Subseries A-6 Notes and Subseries A-6-T Notes, the Bank Note, any Unpaid Drawing, any Liquidity Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, is not valid or not binding on, or enforceable against, the Commission;
Insolvency, Etc. The Commission or the City and County of San Francisco, directly or indirectly, 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 foregoing; or in the absence of any such application, consent or acquiescence, a trustee, custodian, liquidator or receiver shall be appointed for it or for a substantial part of its property or revenues and shall not be discharged within a period of sixty (60) days; or the State or any other Governmental Authority having jurisdiction over the Commission or the City and County of San Francisco imposes a debt moratorium or comparable extraordinary restriction on repayment when due and payable of the principal of or int erest on all Parity Debt of the Commission and/or the Subseries A -6 Notes and Subseries A -6-T Notes, the Bank Note, any Unpaid Drawing, any Liquidity 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 institut ed 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;
Cross-Default to Specified Debt . The Commission shall fail to pay, when due and payable, any principal of or interest on any Specified Debt (including, without limitation, any principal or sinking fund installments thereon but excluding Commercial Paper Notes); Cross-Default to Commercial Paper Notes. The Commission shall fail to pay, when due and payable, any interest on any Commercial Paper Notes (but excluding the interest on Commercial Paper Notes issued by or on behalf of the Commission so long as the payment of such interest is supported by a third party liquidity facility or a third party credit facility); Unsatisfied Judgments. A final, nonappealable, judgment or order for the payment of money in excess of $10,000,000 individually or in the aggregate, shall be rendered against the Commission and

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payable from Pledged Revenues and such judgment or order shall continue unsatisfied and unstayed for a period of sixty (60) days;
Ratings. The long term credit ratings assigned by Moody’s, Fitch 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 (A) reduced below “Baa3” (or its equ ivalent), 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 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 the RBC A-6 Liquidity Facility and the other Basic Documents to which it is a party related to pay principal of or interest on the Subseries A -6 Notes and Subseries A-6-T Notes, the Bank Note, any Unpaid Drawing, any Liquidity Advance or any Term Loan and Senior Debt or any Parity Debt.

Events of Default not Permitting Immediate Termination [or Suspension]. Subject to the paragraph immediately following under the heading “Defaults” above and in addition to the Events of Default set forth under the heading “Immediate Termination Events” above, the following events constitute Events of Default that do not permit immediate termination or suspension of the obligations of the Bank to make Loans the RBC A-6 Liquidity Facility:

The following, together with the Immediate Termination Events and the Suspension Events, constitute Events of Default under the RBC A-6 Liquidity Facility:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation or (ii) any Obligation (other than a Reimbursement Obligation) the RBC A-6 Liquidity Facility or under the Fee Agreement as and when due under the RBC A -6 Liquidity Facility or under the Fee Agreement, as applicable, and, in such case, such failure continues for five (5) days after the related due date; (b) any representation or warranty made by or on behalf of the Commission in the RBC A-6 Liquidity Facility or in any other Basic Document or in any certificate or statement delivered the RBC A-6 Liquidity Facility or thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due performance or observance of certain of the covenants set forth in the Agreement;
(d) the Commission defaults in the due performance or observance of any term, covenant or agreement contained in the RBC A-6 Liquidity Facility or any other Basic Document and such default remains unremedied for a period of thirty (30) days after the occurrence thereof; (e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has had entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, admits in writing its inability to pay, its debts generally as they become due, ( iii) makes an assignment for the benefit of creditors, (iv) applies for, seeks, consents to, or acquiesces in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for itself or any substantial part of its Property, (v) institutes any proceeding seeking to have entered against it an order for relief under

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the United States Bankruptcy Code, as amended, to adjudicate it insolvent or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) takes any corporate action in furtherance of any matter described in (i) through (v) above or (vii) fails to contest in good faith any appointment or proceeding described under subparagraph (f) directly below under the heading “ RBC A -6 LIQUIDITY FACILITY —Events of Default not Permitting Immediate Termination [or Suspension]”;
(f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described under clause (v) of subparagraph (e) directly above under the heading “RBC A-6 LIQUIDITY FACILITY—Events of Default not Permitting Immediate Termination [or Suspension]” is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days; (g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the Commission by the Commission or any Governmental Authority with appropriate jurisdiction; (h) the RBC A-6 Liquidity Facility, the Charter or any other Basic Document or any material provision thereof at any time for any reason ceases to be valid and binding on the Commission, including, without limitation, as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or is declared in a final non appealable judgment by any court of competent jurisdiction to be null and void, invalid or unenforceable, or the validity or enforceability thereof is publicly contested by the Commission, or the Commission publicly contests the validity or enforceability of any obligation to pay Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the RBC A-6 Liquidity Facility, the Charter, any other Basic Document or any operative document related to Wastewater Ente rprise including, without limitation, the Wastewater Bonds Indenture;
(i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Wastewater Enterprise Debt 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) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and pay able in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; (k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which Debt (other than Wastewater Enterprise Debt) was created or incurred or (ii) defaults in the observance or

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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 payabl e in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt); (l) any final, nonappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of sixty (60) days; (m) (i) the Commission shall default in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same shall not have been cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred; (n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Subseries A -6 Notes is includable in the gross income of the holder(s) or owner(s) of such Subseries A -6 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challen ges such ruling, assessment, or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered;
(o) any of Fitch, Moody’s or S&P (i) downgrades its long term rating of any unenhanced Parity Debt or unenhanced Senior Debt of the Commission to below “A -” (or its equivalent), “A3” (or its equivalent) or “A -” (or its equivalent), respectively, or (ii) suspen ds or withdraws its rating of the same for credit-related reasons; or (p) 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 the RBC A- 6 Liquidity Facility or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the RBC A-6 Liquidity Facility or any of the other Basic Documents.

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 RBC, and (ii) all amounts due the RBC A-6 Liquidity Facility, under the Fee Agreement and under the Bank Note shall immediately become due and payable; provided, that the Event of Default described under the heading “RBC A-6 LIQUIDITY FACILITY—Immediate Termination Events —Payments” will not qualify as a n “Immediate Termination Event” the RBC A-6 Liquidity Facility if the failure to pay the principal of, or interest on, the Bank Note, any Unpaid Drawing, Liquidity Advance or any Term Loan is due solely to an acceleration thereof by RBC for any reason other than the failure to pay the principal of, or interest on, the Bank Note, any Unpaid Drawing, any Liquidity Advance or any Term Loan; provided, further, that the Event of Default described under the heading “ RBC A -6 LIQUIDITY FACILITY—Immediate Termination Events—Cross-Default to Specified Debt ” above will not

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qualify as an “Immediate Termination Event” under the RBC A-6 Liquidity Facility if the failure to pay the principal of, or interest on, such Specified 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 Specified Debt. (b) [Suspension Events. In the case of a Default described under the heading “ RBC A-6 LIQUIDITY FACILITY —Immediate Termination Events —Insolvency, Etc.” above (a “Suspension Event”), the Commitment shall be immediately suspended without notice or demand and, thereafter, RBC shall be under no obligation to make Advances or Term Loans the RBC A-6 Liquidity Facility until the Available Commitment is reinstated as described in the RBC A -6 Liquidity Facility. Promptly upon the occurrence of any such Suspension Event, RBC shall notify the Commission, the Series A-6 Issuing and Paying Agent and the Dealer of such suspension and the effective date of such suspension in writing by facsimile, promptly confirmed by regular mail; provided, that RBC 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 the RBC A -6 Liquidity Facility. The Commission shall promptly direct the Series A-6 Issuing and Paying Agent to notify each Holder (as defined in the Series A-6 Issuing and Paying Agent Agreement) of a suspension of the obligation of RBC to make Advances and Term Loans as a result of the occurrence of such Suspension Event. Upon the occurrence of a Suspension Event, the Commitment shall be immediately and automatically suspended and remain suspended until the case, proceeding or other ac tion referred to therein is either dismissed, discharged or bonded within sixty (60) days from the commencement of such case, proceeding or action, or the date on which RBC’s obligations the RBC A-6 Liquidity Facility have terminated or expired in accordance with the terms of the RBC A -6 Liquidity Facility (the “Termination Date”) occurs, whichever is first. In the event that said Suspension Event shall have been dismissed, discharged or bonded within the sixty (60) day period described therein and prior to the Termination Date, then the Available Commitme nt and the obligation of RBC to make Advances and Term Loans shall be reinstated and the terms of the RBC A-6 Liquidity Facility shall continue in full force and effect a s if there had been no such suspension (unless the Commitment Period shall otherwise have been terminated, suspended or expired as provided in the RBC A -6 Liquidity Facility ). In the event that said Suspension Event shall not have been dismissed, discharged or bonded within said sixty (60) day period when the Termination Date occurs, then the Available Commitment and the obligation of RBC to make Advances and Term Loans shall terminate on the Termination Date without notice or demand and, thereafter, RBC shall be under no obligation to make such Advances and Term Loans the RBC A-6 Liquidity Facility.] (c) All Events of Default In the case of any Event of Default, including any Immediate Termination Event or a Suspension Event that has occurred and is continuing, RBC (i) may by written notice to the Commission declare all amounts due under the RBC A-6 Liquidity Facility, under the Fee Agreement or under the Bank Note to be immediately due and payable, whereupon the same shall immediately become due and payable; provided, however, that in the case of an Event of Default described in “RBC A -6 LIQUIDITY FACI LITY—Immediate Termination Events—Insolvency, Etc.” or subparagraphs (e), (f) or (g) under the heading “ RBC A -6 LIQUIDITY FACILITY —Events of Default not Permitting Immediate Termination [or Suspension]” above, such acceleration will automatically occur (unless such automatic acceleration is waived by RBC in writing), (ii) may by written notice to the Commission and the Series A -6 Issuing and Paying Agent (an “EoD No Issuance Notice”) in substantially the form of Exhibit I -1 hereto declare the Available Principal Commitment to be reduced to the principal amount of Subseries A-6 Notes and Subseries A-6-T Notes then outstanding and to be permanently reduced further on the maturity date of each such Subseries A -6 Note and Subseries A -6-T Note by an amount equal to the principal amount of such Subseries A-6 Note and Subseries A-6-T Note with

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the Commitment to be terminated upon the last maturity date applicable to all such Subseries A-6 Notes and Subseries A -6-T Notes and the Available Interest Commitment shall immediately be reduced to the amount of interest to accrue on such outstanding Subseries A-6 Notes and Subseries A-6-T Notes, and the Available Commitment shall be further reduced in a similar manner as and when the Subseries A-6 Notes and the Subseries A-6-T Notes mature, (iii) may petition a court of competent jurisdiction to issue a m andamus order to the Commission to compel specific performance of the covenants of the Commission contained in the Resolutions or herein and (iv) may pursue any other rights or remedies under the RBC A-6 Liquidity Facility, the Fee Agreement, the Resolutions, any other Basic Document, applicable law or otherwise and pursue any other action available at law or in equity. Except as expressly provided under this heading “ RBC A-6 LIQUIDITY FACILITY—Remedies”, procurement, demand, protest and all other notices of every kind are hereby expressly waived. Following receipt of an EoD No Issuance Notice, the Commission shall not issue any additional Subseries A-6 Notes and Subseries A-6-T Notes.

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

Upon the occurrence and during the continuance of an Event of Default, all amounts owing to RBC under the RBC A-6 Liquidity Facility shall bear interest at the Default Rate, payable on demand.

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

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

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BANK FACILITY FOR THE SERIES A-7 COMMERCIAL PAPER NOTES

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

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

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

Upon SMBC honoring any Drawing, the Stated Amount and the amount available to be drawn under the SMBC A-7 Letter of Credit for subsequent Drawings will be automatically decreased by an 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-7 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 -7 Issuing and Paying Agent to SMBC on the date such Drawing is honored of proceeds of Series A-7 Notes

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issued on such date or (B) the Series A -7 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-7 Letter of Credit, and (ii) that the Series A-7 Issuing and Paying Agent has not received from SMBC a No-Issuance Notice (as defined in the SMBC A-7 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-7 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) May 31, 2027 (the “Stated Expiration Date”) or such later date as is specified by SMBC in a written notice to the Series A-7 Issuing and Paying Agent, (ii) the later of (a) the date on which SMBC receives written notice from the Series A-7 Issuing and Paying Agent that an Alternate Facility as is specified in such notice (as defined in the Series A -7 Issuing and Paying Agent Agreement) has been substituted for the SMBC A-7 Letter of Credit in accordance with the Series A-7 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 -7 Issuing and Paying Agent that there are no longer any Series A -7 Notes Outstanding within the meaning of the Series A-7 Issuing and Paying Agent Agreement nor does the Commission intend to issue any additional Series A-7 Notes under the Series A-7 Issuing and Paying Agent Agreement and that the Series A -7 Issuing and Paying Agent elects to terminate the SMBC A-7 Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A -7 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the SMBC A-7 Letter of Credit, and (v) the date on which the Final Acceleration Drawing is honored under the SMBC A-7 Letter of Credit.

SMBC A-7 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-7 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-7 Reimbursement Agreement), or (ii) any Obligation (as defined in the SMBC A-7 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-7 Reimbursement Agreement or in any other Basic Document (as defined in the SMBC A-7 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-7 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-7 Reimbursement Agreement or any other 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 beco me due,

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(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-7 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-7 Reimbursement Agreement) of the Commission by the Commission or any governmental authority with appropriate jurisdiction; (h) any material provision of the SMBC A-7 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 th at it has any further liability under the SMBC A-7 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-7 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; (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

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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 th e 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 -7 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A -7 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-7 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-7 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-7 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the SMBC A-7 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 SMBC, as provider of a letter of credit supporting any Commercial Paper Notes is terminated or a similar event of default is no longer provided therein.

SMBC A-7 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the SMBC A-7 Reimbursement Agreement, SMBC may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the SMBC A-7 Reimbursement Agreement or by law:
(a) declare all Obligations to be immediately due and payable, whereupon the same shall be immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “SMBC A-7 LETTER OF CREDIT AND SMBC A-7 REIMBURSEMENT AGREEMENT—SMBC A-7 Reimbursement Agreement Events of Default,” such acceleration shall automatically occur (unless such automatic acceleration is waived by SMBC in writing); or

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(b) issue a No-Issuance Notice (the effect of which shall be as provided in the SMBC A-7 Reimbursement Agreement), reduce the Stated Amount of the SMBC A-7 Letter of Credit to the amount of the then outstanding Series A-7 Notes supported by the SMBC A-7 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the SMBC A-7 Letter of Credit as the then outstanding Series A -7 Notes are paid, and terminate the SMBC A-7 Letter of Credit when no Series A-7 Notes remain outstanding; or (c) issue the Final Drawing Notice (the effect of which shall be to cause the Termination Date of the SMBC A-7 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-7 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity. [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-8 COMMERCIAL PAPER NOTES

BMO BANK A-8 LIQUIDITY FACILITY
The Commission has entered into a dedicated liquidity facility (the “ BMO Bank A-8 Liquidity Facility”) with BMO Bank N.A. (“BMO Bank”) to provide back-up liquidity to pay principal of and accrued interest on maturing Series A-8 Notes to the extent that proceeds of other Series A-8 Notes are not available therefor. The Series A-8 Notes are issued pursuant to the terms of 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 “Series A-8 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the BMO Bank A-8 Liquidity Facility. Such summary does not purport to be a complete description or restatement of the material provisions of the BMO Bank A-8 Liquidity Facility. Investors should obtain and review a copy of the BMO Bank A-8 Liquidity Facility in order to understand all of the terms of such document. All capitalized terms appearing under this heading “ BMO BANK A-8 LIQUIDITY FACILITY” shall have the meanings assigned to them in the BMO Bank A-8 Liquidity Facility. In the event of any conflict between a definition set forth in the Offering Memorandum and the corresponding definition set forth in the BMO Bank A -8 Liquidity Facility, the definition set forth in the BMO Bank A-8 Liquidity Facility shall control for purposes of this section under this heading “BMO BANK A-8 LIQUIDITY FACILITY”.

The Commission has entered into the BMO Bank A-8 Liquidity Facility with BMO Bank . The BMO Bank A-8 Liquidity Facility can be drawn upon by the Series A-8 Issuing and Paying Agent, subject to compliance with certain terms and conditions as specified in the BMO Bank A-8 Liquidity Facility, in an amount equal to the maximum principal amount of the Series A-8 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 360 days.

The obligation of BMO Bank to make an Advance on any date is subject to the conditions precedent that on the date of such Advance (a) BMO Bank shall have timely received a properly completed Request for Advance and (b) no Immediate Termination Event shall have occurred and no Suspension Event shall have occurred and be continuing.

As set forth below under the heading “ —Remedies” in more detail, u pon the occurrence of an Immediate Termination Event under the BMO Bank A-8 Liquidity Facility, the obligations of BMO Bank under the BMO Bank A -8 Liquidity Facility with respect to the Series A -8 Notes will immediately and automatically terminate without notice and without payment by BMO Bank of any amounts owing on outstanding Series A-8 Notes and, upon the occurrence of a Suspension Event under the BMO Bank A -8 Liquidity Facility, the obligation of BMO Bank under the BMO Bank A -8 Liquidity Facility with respect to the Series A -8 Notes will immediately suspend without notice and without payment by BMO Bank of any amounts owing on outstanding Series A -8 Notes, except in accordance with the te rms of the BMO Bank A-8 Liquidity Facility.

The stated Commitment Expiration Date of the BMO Bank A-8 Liquidity Facility is November 9, 2028, unless sooner terminated or later extended pursuant to its terms. In the event the Commission issues Subordinated Wastewater Bonds, and after BMO Bank has provided notice to the Commission and the Series A-8 Issuing and Paying Agent, the Commitment under the BMO Bank A-8 Liquidity Facility will be reduced to the principal amount of the Series A -8 Notes then outstanding. Upon the maturity date of such Series A-8 Notes, the Commitment will be permanently reduced further on the maturity date of each such Series A-8 Notes and upon the last maturity date applicable to all Series A-8 Notes, the Commitment under the BMO Bank A-8 Liquidity Facility will be terminated. Following receipt of such notice, the

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Commission will not issue any additional Series A-8 Notes while the BMO Bank A-8 Liquidity Facility is in effect.

Immediate Termination Events
The following Events of Default each shall constitute Immediate Termination Events under the BMO Bank A-8 Liquidity Facility:

Payments. The Commission fails to pay principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan when the same becomes due and payable in accordance with its terms;
Invalidity. (A) Any provision of the Charter, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A -8 Note or Subs eries A-8 Note, the Series A -8 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, at any time, and for any reason, ceases to be valid and binding on the Commission, or is declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (B) an Authorized Representative of the Commission (i) publicly contests or contests in writing any provision of the Charter, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any S ubseries A-8 Note or Subseries A-8-T Note, the Series A-8 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, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A -8-T Note, the Series A-8 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 has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any provision of the Charter, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A-8 Note or Subseries A-8-T Note, the Series A-8 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, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A -8-T Note, the Series A -8 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions finds or rules, in a judicial or administrative proceeding, that any provision of the Charter, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A -8-T Note , the Series A -8 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;

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Insolvency, Etc. The Commission or the City and County of San Francisco, directly or indirectly, becomes insolvent or admits in writing its inability to pay its debts as they mature or declares a moratorium 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 takes any action to authorize or effect any of the foregoing; or in the absence of any such application, consent or acquiescence, a trustee, custodian, liquidator or receiver is appointed for it or for a substantial part of its property or revenues and is not discharged within a period of sixty (60) days; or the State or any other Governmental Authority having jurisdiction over the Commission or the City and County of San Francisco imposes a debt 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 is condemned, seized, or otherwise appropriated, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is instituted by or against the Commission or the City and County of San Francisco (or any action is taken to authorize or effect the institution by it of any of the foregoing) and if instituted against it, shall be consented to or acquiesced in by it, or shall not be dismissed within a period of sixty (60) days; Cross-Default to Senior Debt or Parity Debt. The Commission fails to pay, when due and payable, any principal of or interest on any Senior Debt or any Parity Debt (including, without limitation, any principal or sinking fund installments thereon but excluding Commercial Paper Notes and Other Commercial Paper Notes);
Cross-Default to Commercial Paper Notes. The Commission fails to pay, when due and payable, any interest on any Commercial Paper Notes or Other Commercial Paper Notes (but excluding the interest on Commercial Paper Notes or Other Commercial Paper Notes issued by or on behalf of the Commission so long as the payment of such interest is supported by a third-party liquidity facility or a third-party credit facility);
Unsatisfied Judgments. A final, nonappealable, judgment or order for the payment of money in excess of $15,000,000, individually or in the aggregate, is rendered against the Commission and payable from Pledged Revenues and such judgment or order continues unsatisfied and unstayed for a period of sixty (60) days; or
Ratings. The long- term credit ratings assigned by Moody’s and S&P ( in each case to the extent then providing a rating) to unenhanced Parity Debt, unenhanced Subordinated Wastewater Bonds or unenhanced Senior Debt is (A) reduced below “Baa3” (or its equivalent) and “BBB-” (or its equivalent) or (B) withdrawn or suspended for any credit related reasons; provided, that nothing in the BMO Bank A-8 Liquidity Facility requires the Commission to maintain a long- term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

Existence. The dissolution or termination of the existence of the Commission if a Governmental Authority does not, contemporaneously with the dissolution or termination of the existence of the Commission, assume the obligations of the Commission under the BMO Bank A-8 Liquidity Facility 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.

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Other Events of Default
The following, together with the Immediate Termination Events and the Suspension Events, constitute Events of Default under the BMO Bank A-8 Liquidity Facility:

Representations Untrue. Any representation, warranty, certification or statement made by the Commission in the BMO Bank A-8 Liquidity Facility or in any Basic Document or in any certificate, financial statement or other document delivered pursuant to the BMO Bank A-8 Liquidity Facility or any Basic Document was (in any such case) incorrect or untrue in any material respect when made or deemed to have been made.

Certain Covenant Defaults. The Commission defaults in the due performance or observance of any term, covenant or agreement contained in certain specified clauses of the BMO Bank A-8 Liquidity Facility.

Other Covenant Defaults. The Commission defaults in the due performance or observance of any term, covenant or agreement contained in the BMO Bank A-8 Liquidity Facility (other than those covered as set forth under “ BMO BANK A-8 LIQUIDITY FACILITY —Immediate Termination Events — Payments” or “Other Events of Default —Certain Covenant Defaults” above) and such default, if capable of being remedied, remains unremedied for thirty (30) days after the earlier to occur of (i) written notic e thereof has given to the Commission by BMO Bank or (ii) an Authorized Representative of the Commission has actual knowledge thereof.

Other Invalidity. (i) Any material provision of the Charter, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A -8-T Note , the Series A-8 Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter (other than a provision referred to in “ BMO BANK A-8 LIQUIDITY FACILITY—Immediate Termination Events— Invalidity”), is 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 result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (ii) an Authorized Representative of the Commission (A) contests any material provision of the Charter, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A-8 Note or Subseries A- 8-T Note, the Series A -8 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “ BMO BANK A-8 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity”) or (B) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any material provision of the Charter, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A-8 Note or Subseries A-8-T Note, the Series A-8 Issuing and Paying Agent Agreement, the Resolutions , the City Legislation or the Fee Letter (other than a provision referred to in “ BMO BANK A-8 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity”); or (iii) the State or the Commission has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any material provision of relating to the Charter, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A -8-T Note , the Series A -8 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision re ferred to in “ BMO BANK A-8 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity”); (iv) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A-8 Note or Subseries A-8-T Note, the Series A-8 Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter finds or rules, in a judicial or administrative proceeding, that any material provision of the Charter, the BMO Bank A-8 Liquidity Facility, the Revolving Note, the Term Note, any Subseries A -8 Note or Subseries A -8-T Note, the Series A-8 Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee

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Letter (other than a provision referred to in “ BMO BANK A-8 LIQUIDITY FACILITY —Immediate Termination Events—Invalidity” is not valid or not binding on, or enforceable against, the Commission or (v) a debt moratorium or comparable extraordinary restriction on repayment of debt has been declared or imposed (whether or not in writing) with respect to the Fee Letter, the Subseries A-8 Notes and Subseries A-8-T Notes, the Term Note, the Revolving Note, any Advance or any Term Loan.

Other Cross-Defaults. The Commission fails to pay when due and payable (i) any principal of or interest on any Debt (other than Senior Debt or Parity Debt) in excess of $10,000,000 of the Commission and such failure continues beyond any applicable period of grace specified i n 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).

Other Payments. The Commission fails to pay (i) any amount required pursuant to the Fee Letter when said amount is due and payable or (ii) any amount payable under the BMO Bank A-8 Liquidity Facility within five (5) days after the same is due and after written demand by BMO Bank in respect thereof, other than payments described in “ BMO BANK A-8 LIQUIDITY FACILITY—Immediate Termination Events—Payments” and clause (i) of this paragraph.

Taxability. A ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the 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, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered.

Other Insolvency. (i) There is commenced against the Commission any case, proceeding or other action of a nature referred to in “BMO BANK A-8 LIQUIDITY FACILITY—Immediate Termination Events—Insolvency, Etc.” above which (A) results in an order for such relief or in the appointment of a receiver or similar official or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (ii) there is commenced against the Commission, any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets or for all or any portion of the Pledged Revenues, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof.

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Liquidity Facility shall require the Commission to maintain a long -term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

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 BMO Bank A -8 Liquidity Facility or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the BMO Bank A-8 Liquidity Facility or any of the other Basic Documents.

Remedies
(a) Immediate Termination Events . In the case any Event of Default which is an Immediate Termination Event has occurred, (i) the Commitment will immediately and automatically terminate, without notice from BMO Bank, and (ii) all amounts due under the BMO Bank A-8 Liquidity Facility, the Fee Letter and under the Revolving Note and the Term Note will immediately become due and payable; provided, that the Event of Default described in “ BMO BANK A-8 LIQUIDITY FACILITY—Immediate Termination Events —Payments.” w ill not qualify as an “Immediate Termination Event” under the BMO Bank A-8 Liquidity Facility if the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan is due solely to an acceleration thereof by BMO 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 BMO BANK A-8 LIQUIDITY FACILITY—Immediate Termination Events—Cross-Default to Senior Debt or Parity Debt.” will not qualify as an “Immediate Termination Event” under the BMO Bank A-8 Liquidity Facility if the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt is due solely to an acceleration thereof by a provider of credit enhancement or liquidity support with respect thereto for any reason other than the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt.
(b) Suspension Events . In the case of a Default described in “BMO BANK A-8 LIQUIDITY FACILITY—Other Events of Default—Other Insolvency.” (a “Suspension Event”), the Commitment will be immediately suspended without notice or demand and, thereafter, BMO Bank will be under no obligation to make Advances or Term Loans under the BMO Bank A-8 Liquidity Facility until the Available Commitment is reinstated as described in the BMO Bank A- 8 Liquidity Facility. Promptly upon the occurrence of any such Suspension Event, BMO Bank will notify the Commission, the Series A-8 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 BMO Bank will incur no liability of any kind by reason of its failure to give

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such notice and such failure will in no way affect the suspension of the Available Commitment or its obligation to make Advances or Term Loans pursuant to the BMO Bank A-8 Liquidity Facility.

The Commission will promptly direct the Series A -8 Issuing and Paying Agent to notify each Holder (as defined in the Series A-8 Issuing and Paying Agent Agreement) of a suspension of the obligation of BMO Bank to make Advances and Term Loans as a result of the occurrence of such Suspension Event. Upon the occurrence of a Suspension Event, the Commitment will immediately and automatically suspended and remain suspended until the case, proceeding or other action referred to therein is either dismissed, discharged or bonded within sixty (60) days from the commencement of such case, proceeding or action, or the date on which BMO Bank’s obligations under the BMO Bank A-8 Liquidity Facility have terminated or expired in accordance with the terms hereof (the “Termination Date”) occurs, whichever is first. In the event that said Suspension Event has been dismissed, discharged or bonded within the sixty (60) day period described therein and prior to the Termination Date, then the Available Commitment and the obligation of BMO Bank to make Advances and Term Loans will be reinstated and the terms of the BMO Bank A-8 Liquidity Facility will continue in full force and effect as if there had been no such suspension (unless the Commitment Period will otherwise have been terminated, suspended or expired as provided in the BMO Bank A-8 Liquidity Facility). In the event that said Suspension Event is not dismissed, discharged or bonded within said sixty (60) day period when the Termination Date occurs, then the Available Commitment and the obligation of BMO Bank to make Advances and Term Loans will terminate on the Termination Date without notice or demand and, thereafter, BMO Bank will be under no obligation to make such Advances and Term Loans under the BMO Bank A-8 Liquidity Facility.
(c) All Events of Default. In the case of any Event of Default, including any Immediate Termination Event or a Suspension Event that has occurred and is continuing, BMO Bank (i) may by written notice to the Commission declare all amounts due under the BMO Bank A-8 Liquidity Facility, under the Fee Letter or under the Revolving Note or the Term Note to be immediately due and payable, whereupon the same will immediately become due and payable, (ii) may by written notice to the Commission and the Series A-8 Issuing and Paying Agent (an “EoD No- Issuance Notice”) in substantially the form attached to the BMO Bank A-8 Liquidity Facility 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 S ubseries 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 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 Commission contained in the Resolutions or in the BMO Bank A-8 Liquidity Facility and (iv) may pursue any other rights or remedies under the BMO Bank A-8 Liquidity Facility, the Fee Letter, the Resolutions, any other Basic Document, applicable law or otherwise. Except as expressly provided in the BMO Bank A-8 Liquidity Facility, procurement, demand, prote st and all other notices of every kind are expressly waived in the BMO Bank A-8 Liquidity Facility. 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) will be effective when received.

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An EoD No-Issuance Notice that is received by Commission after 3:00 p.m. (New York City time) will not be effective until the opening of business on the next succeeding Business Day. (e) Copies of Notices. Concurrently with the occurrence of an Immediate Termination Event pursuant to the BMO Bank A-8 Liquidity Facility or an EoD No- Issuance Notice pursuant to the BMO Bank A-8 Liquidity Facility, the Commission will give notice to the Series A-8 Issuing and Paying Agent and the Dealers.

In addition, concurrently with giving such notice to the Commission and the Series A-8 Issuing and Paying Agent, BMO Bank will provide a copy thereof to the Dealers at their respective addresses referred to in the BMO Bank A-8 Liquidity Facility; provided, however, that BMO Bank will not incur any liability as a result of its failure to provide a copy of such a notice in accordance with this sentence.

Related Covenants
Under the related Series A-8 Issuing and Paying Agent Agreement, the Commission covenants to maintain in effect the BMO Bank A-8 Liquidity Facility or an Alternate Facility meeting the requirements of such Series A-8 Issuing and Paying Agent Agreement at all times that Series A-8 Notes are Outstanding thereunder. The Commission further covenants that if it is unable to obtain a commitment for an Alternate Facility at least 90 days prior to the Commitment Expiration Date, it shall use its best efforts, to the extent permitted by law, to endeavor to refinance such outstanding Series A-8 Notes or Bank Notes, as the case may be.

The Commission shall deliver written notice of a proposed Alternate Facility to the Series A -8 Issuing and Paying Agent, BMO Bank , the City and each Dealer not less than 45 days prior to the substitution date. The Series A-8 Issuing and Paying Agent shall deliver written notice of such substitution to the registered Holders of Series A-8 Notes at least 30 days prior to the substitution date. [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-9 COMMERCIAL PAPER NOTES

TD BANK A-9 LETTER OF CREDIT
AND TD BANK A-9 REIMBURSEMENT AGREEMENT
[To be updated and reviewed by Chapman]
[The Commission has entered into a reimbursement agreement (the “Truist Bank A-9 Reimbursement Agreement”) with TD Bank, N.A. (“TD Bank”), pursuant to which TD Bank will issue an irrevocable direct -pay letter of credit (the “ TD Bank A-9 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-9 Notes. The Series A-9 Notes are issued pursuant to the terms of an Issuing and Paying Agent Agreement, dated a s of [August] 1, 2026 (the “Series A-9 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association, as issuing and paying agent (the “Series A-9 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the TD Bank A-9 Letter of Credit and the TD Bank A-9 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the TD Bank A-9 Letter of Credit or the TD Bank A-9 Reimbursement Agreement. Investors should obtain and review copies of the TD Bank A-9 Letter of Credit and the TD Bank A-9 Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized terms appearing under this heading “ TRUIST BANK A-9 LETTER OF CREDIT AND TRUIST BANK A-9 REIMBURSEMENT A GREEMENT” shall have the meanings assigned to them in the TD Bank A-9 Reimbursement Agreement.

TD Bank A-9 Letter of Credit
The TD Bank A-9 Letter of Credit is an irrevocable transferable obligation of TD Bank and supports the payment of principal of and interest on maturing Series A-9 Notes only. The TD Bank A-9 Letter of Credit may not be drawn on for any other purpose. The TD Bank A-9 Letter of Credit will be issued in an amount equal to the maximum principal amount of $1 25,000,000 of the Series A-9 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 360 days (the “Stated Amount”). The Series A-9 Issuing and Paying Agent is authorized to draw on the TD Bank A-9 Letter of Credit in an aggregate amount not to exceed the Stated Amount of the TD Bank A-9 Letter of Credit and in accordance with the terms and conditions and, subject to the reductions and reinstatements as described therein, in amounts as set forth in the TD Bank A-9 Letter of Credit, in one or more Drawings (as defined in the TD Bank A-9 Letter of Credit), payable as set forth in the TD Bank A-9 Letter of Credit on any Business Day (as defined in the TD Bank A-9 Letter of Credit), by presentation of the appropriate certifications, (i) for the payment at maturity of the principal of and interest on Series A -9 Notes, (ii) for the payment at maturity of the principal of and interest to maturity on Series A -9 Notes that otherwise mature on or after the date that the Series A -9 Issuing and Paying Agent receives a Final Drawing Notice (as defined in the TD Bank A-9 Letter of Credit) from TD Bank, and (iii) for the payment of the principal of an interest due upon acceleration of Series A-9 Notes (including a Final Acceleration Drawing), in each case as provided in the TD Bank A-9 Letter of Credit.

Upon TD Bank honoring any Drawing, the Stated Amount and the amount available to be drawn under the TD Bank A-9 Letter of Credit by the Series A -9 Issuing and Paying Agent pursuant to any subsequent Drawing shall be automatically decreased by an amount equal to the amount of such Drawing.

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the date such Drawing is honored of proceeds of Series A-9 Notes issued on such date or (B) the Series A- 9 Issuing and Paying Agent receives written notice from TD Bank that TD Bank has been reimbursed by or on behalf of the Commission for any amount drawn under the TD Bank A-9 Letter of Credit by any Drawing, and (ii) that the Series A-9 Issuing and Paying Agent has not received a No-Issuance Notice (as defined in the TD Bank A-9 Letter of Credit) from TD Bank.

The TD Bank A-9 Letter of Credit shall expire at the close of business of TD Bank, on the date (the earliest of such date to occur referred to as the “Termination Date”) which is the earliest of (i) August [__], 20[31] (unless extended pursuant to the terms of the TD Bank A-9 Letter of Credit), (ii) the later of the date on which TD Bank receives written notice from the Series A-9 Issuing and Paying Agent that an Alternate Facility (as defined in the Series A-9 Issuing and Paying Agent Agreement) has been substituted for the TD Bank A-9 Letter of Credit in accordance with the Series A-9 Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility (after TD Bank honors any properly presented and conforming Drawing on such date), (iii) the date on which TD Bank receives written notice from the Series A-9 Issuing and Paying Agent that there are no longer any Series A-9 Notes Outstanding within the meaning of the Series A-9 Issuing and Paying Agent Agreement and that the Series A -9 Issuing and Paying Agent elects to terminate the TD Bank A-9 Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A-9 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the TD Bank A-9 Letter of Credit, and (v) the date on which TD Bank honors a Final Acceleration Drawing.

TD Bank A-9 Reimbursement Agreement Events of Default
If any of the following events occurs, each such event will be an “Event of Default” under the TD Bank A-9 Reimbursement Agreement:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation (as defined in the TD Bank A-9 Reimbursement Agreement), or (ii) any Obligation (as defined in the TD Bank A-9 Reimbursement Agreement) (other than a Reimbursement Obligation) under the TD Bank A-9 Reimbursement Agreement or under the Fee Agreement (as defined in the TD Bank A-9 Reimbursement Agreement) and, in such case, such failure continues for five (5) Business Days (as defined in the TD Bank A-9 Reimbursement Agreement);
(b) any representation or warranty made by or on behalf of the Commission in the TD Bank A-9 Reimbursement Agreement or in any other Basic Document (as defined in the TD Bank A-9 Reimbursement Agreement) or in any certificate or statement delivered thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered; (c) the Commission defaults in the due performance or observance of certain no cure period covenants set forth in the TD Bank A-9 Reimbursement Agreement; (d) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in the TD Bank A-9 Reimbursement Agreement or any other Basic Document and such default remains unremedied for a period of thirty (30) days after the occurrence thereof;
(e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, or admits in writing its inability to pay, its debts generally as they become due, (iii) makes an assignment for the benefit

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of creditors, (iv) applies for, seeks, consents to, or acquiesces in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property (as defined in the TD Bank A-9 Reimbursement Agreement), (v) institutes any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization , arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding f iled against it, (vi) takes any corporate action in furtherance of any matter described in clauses (i) through (v) above, or (vii) fails to contest in good faith any appointment or proceeding described in paragraph (f) below; (f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (v) of paragraph (e) above is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the TD Bank A-9 Reimbursement Agreement) of the Commission by the Commission or any Governmental Authority (as defined in the TD Bank A-9 Reimbursement Agreement) with appropriate jurisdiction;
(h) any material provision of the TD Bank A-9 Reimbursement Agreement, the Charter or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof is publicly contested by t he Commission, or the Commission publicly contests the validity or enforceability of any obligation to pay Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the TD Bank A-9 Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Wastewater Enterprise Debt (as defined in the TD Bank A-9 Reimbursement Agreement), including, without limitation, the Wastewater Bonds Indenture (as defined in the TD Bank A-9 Reimbursement Agreement); (i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Wastewater Enterprise Debt, 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) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating t hereto, 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;

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(k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which 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); (l) any final, nonappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of sixty (60) days; (m) (i) the Commission shall default in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same shall not have been cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred; (n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A-9 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-9 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Fitch, Moody’s or S&P (i) downgrades its long- term rating of any unenhanced Parity Debt or unenhanced Senior Debt (as defined in the TD Bank A-9 Reimbursement Agreement) of the Commission to below “ A-” (or its equivalent), “A3 ” (or its equivalent), or “A-” (or its equivalent) respectively, or (ii) suspends or withdraws its rating of the same; or
(p) the passage of any Law (as defined in the TD Bank A-9 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 TD Bank A-9 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the TD Bank A-9 Reimbursement Agreement or any of the other Basic Documents.

TD Bank A-9 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the TD Bank A-9 Reimbursement Agreement, TD Bank may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the TD Bank A-9 Reimbursement Agreement or by law provided:

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(a) declare all Obligations to be immediately due and payable, whereupon the same are immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “ TRUIST BANK A-9 LETTER OF CREDIT AND TRUIST BANK A-9 REIMBURSEMENT AGREEMENT—TD Bank A-9 Reimbursement Agreement Events of Default,” such acceleration will automatically occur (unless such automatic acceleration is waived by TD Bank in writing); or
(b) issue a No Issuance Notice (the effect of which will be as provided in the TD Bank A-9 Reimbursement Agreement), reduce the Stated Amount of the TD Bank A-9 Letter of Credit to the amount of the then outstanding Series A -9 Notes supported by the TD Bank A-9 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the TD Bank A-9 Letter of Credit as the then outstanding Series A-9 Notes are paid and terminate the TD Bank A-9 Letter of Credit when no Series A-9 Notes remain outstanding; or (c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the TD Bank A-9 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-9 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.] [Remainder of page left blank intentionally.]

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APPENDIX B

THE BANKS

TABLE OF CONTENTS
Page
BANK OF AMERICA, N.A. ..................................................................................................................[B-2] BMO BANK N.A. ..................................................................................................................................[B-4] ROYAL BANK OF CANADA ..............................................................................................................[B-_]

SUMITOMO MITSUI BANKING CORPORATION, ACTING THROUGH ITS NEW YORK BRANCH....................................................................................................................................[B-_] TD BANK, N.A.. ....................................................................................................................................[B-_] TRUIST BANK .....................................................................................................................................[B-_]

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The following information has been furnished by the Banks for use in this Offering Memorandum.

Such information has not been independently confirmed or verified by the Commission. No representation is made herein by the Commission 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.

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Bank of America, N.A.
[To be updated] Bank of America, N.A. (“Bank of America”) is a national banking association organized under the laws of the United States, with its principal executive offices located in Charlotte, North Carolina. Bank of America is a wholly-owned indirect subsidiary of Bank of America Corporation (the “Corporation”) and is engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. As of September 30, 2025, the Bank had consolidated assets of $2.651 trillion, consolidated deposits of $2.095 trillion and stockholder’s equity of $251.567 billion based on regulatory accounting principles.

The Corporation is a bank holding company and a financial holding company, with its principal executive offices located in Charlotte, North Carolina. Additional information regarding the Corporation is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, together with its subsequent periodic and current reports filed with the Securities and Exchange Commission (the “SEC”).

The SEC maintains a website at www.sec.gov which contains the filings that the Corporation files with the SEC such as reports, proxy statements and other documentation. The reports, proxy statements and other information the Corporation files with the SEC are also available at its website, www.bankofamerica.com.

The information concerning the Corporation and Bank of America is furnished solely to provide limited introductory information and does not purport to be comprehensive. Such information is qualified in its entirety by the detailed information appearing in the referenced documents and financial statements referenced therein.

Bank of America will provide copies of the most recent Bank of America Corporation Annual Report on Form 10- K, any subsequent reports on Form 10- Q, and any required reports on Form 8- K (in each case, as filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended), and the publicly available portions of the most recent quarterly Call Report of Bank of America delivered to the Comptroller of the Currency, without charge, to each person to whom this document is delivered, on the written request of such person. Written requests should be directed to:

Bank of America Corporation
Office of the Corporate Secretary/Shareholder Relations One Bank of America Center
100 North Tryon Street, NC1-007-56-06
Charlotte, North Carolina 28255
PAYMENTS OF PRINCIPAL AND INTEREST ON THE SERIES A -2 NOTES, THE SERIES A-3 NOTES AND THE SERIES A-6 NOTES WILL BE MADE FROM DRAWINGS OR ADVANCES, AS APPLICABLE, UNDER THE BANK OF AMERICA A- 2 LETTER OF CREDIT, THE BANK OF AMERICA A- 3 LETTER OF CREDIT AND THE BANK OF AMERICA SERIES A- 6 LIQUIDITY FACILITY, RESPECTIVELY . PAYMENTS OF THE PURCHASE PRICE OF THE SERIES A -2 NOTES, THE SERIES A -3 NOTES AND THE SERIES A -6 NOTES WILL BE MADE FROM DRAWINGS OR ADVANCES, AS APPLICABLE, UNDER THE BANK OF AMERICA A-2 LETTER OF CREDIT, THE BANK OF AMERICA A-3 LETTER OF CREDIT AND THE BANK OF AMERICA SERIES A-6 LIQUIDITY FACILITY, RESPECTIVELY, IF REMARKETING PROCEEDS ARE NOT AVAILABLE. ALTHOUGH THE BANK OF AMERICA A-2 LETTER OF CREDIT, THE BANK OF AMERICA A- 3 LETTER OF CREDIT AND THE BANK OF AMERICA SERIES A- 6 LIQUIDITY FACILITY ARE EACH A BINDING OBLIGATION OF BANK OF AMERICA, THE SERIES A -2

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NOTES, THE SERIES A -3 NOTES AND THE SERIES A -6 NOTES, RESPECTIVELY, ARE NOT

DEPOSITS OR OBLIGATIONS OF THE CORPORATION OR ANY OF ITS AFFILIATED BANKS AND ARE NOT GUARANTEED BY ANY OF THESE ENTITIES. THE SERIES A -2 NOTES, THE SERIES A -3 NOTES AND THE SERIES A -6 NOTES ARE NOT INSURED BY THE FEDERAL

DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND ARE

SUBJECT TO CERTAIN INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

The delivery of this information shall not create any implication that there has been no change in the affairs of the Corporation or Bank of America since the date of the most recent filings referenced herein, or that the information contained or referred to under this caption is correct as of any time subsequent to the referenced date.
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BMO Bank N.A.
[To be updated] 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 West, 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 B.

The BMO Bank A-8 Liquidity Facility 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 BMO Bank A-8 Liquidity Facility. None of BBNA, BFC, BMO or any of their respective affiliates makes any representation as to, or is responsible for the suitability of the Series A -8 Notes for any investor, the feasibility or performance of any project or compliance with any securities or tax laws or regulations. The Series A-8 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 B 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 B is correct as of any time subsequent to the date it was provided by BBNA. [Remainder of page left blank intentionally.]

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Royal Bank of Canada
[DISCLOSURE TO BE PROVIDED BY RBC]

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Sumitomo Mitsui Banking Corporation, acting through its New York Branch [To be updated] Sumitomo Mitsui Banking Corporation (Kabushiki Kaisha Mitsui Sumitomo Ginko) (“SMBC”) is a joint stock corporation with limited liability (Kabushiki Kaisha) under the laws of Japan. The registered head office of SMBC is located at 1- 1-2, Marunouchi, Chiyoda -ku, Tokyo, 100- 0005, Japan.

SMBC was established in April 2001 through the merger of two leading banks, The Sakura Bank, Limited and The Sumitomo Bank, Limited. In December 2002, Sumitomo Mitsui Financial Group, Inc. (“SMFG”) was established through a statutory share transfer (kabushiki-iten) as a holding company under which SMBC became a wholly-owned subsidiary.

SMBC is one of the world’s leading commercial banks and provides an extensive range of banking services to its customers in Japan and overseas. In Japan, SMBC accepts deposits, makes loans and extends guarantees to corporations, individuals, governments a nd governmental entities. It also offers financing solutions such as syndicated lending, structured finance and project finance. SMBC also underwrites and deals in bonds issued by or under the guarantee of the Japanese government and local government authorities, and acts in various administrative and advisory capacities for certain types of corporate and government bonds. Internationally, SMBC operates through a network of branches, representative offices, subsidiaries and affiliates to provide many financing products, including syndicated lending and project finance.

The New York Branch of SMBC is licensed by the New York State Department of Financial Services to conduct branch banking business at 277 Park Avenue, New York, New York, and is subject to examination by the New York State Department of Financial Services and the Federal Reserve Bank of New York.

Financial and Other Information
Audited consolidated financial statements for SMFG and its consolidated subsidiaries, as well as other corporate data, financial information and analyses, are available in English on SMFG’s website at www.smfg.co.jp/english. The information on SMFG’s webs ite does not form part of this Offering Memorandum and is not incorporated herein by reference. SMBC does not accept any responsibility for any information contained in this Offering Memorandum other than the information relating to SMBC, acting through its New York Branch.

The delivery of this Offering Memorandum shall not create any implication that there has been no change in the affairs of SMBC since the date hereof, or that the information contained or referred to herein is correct as of any time subsequent to its date.

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TD Bank, N.A.
[To be updated] TD Bank, N.A. (the “Bank”) is a national banking association organized under the laws of the United States, with its main office located in Wilmington, Delaware. The Bank is an indirect, wholly-owned subsidiary of The Toronto- Dominion Bank (“TD”) and offers a full range of banking services and products to individuals, businesses and governments throughout its market areas, including commercial, consumer and trust services and indirect automobile dealer financing. The Bank operates banking offices in Connecticut, Delaware, the District of Columbia, Florida, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, North Carolina, New York, Pennsylvania, Rhode Island, South Carolina, Vermont and Virginia. As of September 30, 2025, the Bank had consolidated assets of $350.8 billion, consolidated deposits of $287.1 billion and stockholder's equity of $49.2 billion, based on regulatory accounting principles.

Additional information regarding the foregoing, and the Bank and TD, is available from the filings made by TD with the U.S. Securities and Exchange Commission (the “SEC”), which filings can be inspected and copied at the public reference facilities maintai ned by the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. In addition, the SEC maintains a website at http://www.sec.gov, which contains reports, proxy statements and other information regarding registrants that file such information electronically with the SEC.

The information concerning TD and the Bank contained herein is furnished solely to provide limited introductory information and does not purport to be comprehensive. Such information is qualified in its entirety by the detailed information appearing in the documents and financial statements referenced herein.

The TD Bank A -4 Liquidity Facility has been delivered by the Bank and is the obligation of the Bank and not TD.

The Bank will provide copies of the publicly available portions of the most recent quarterly Call Report of the Bank delivered to the Comptroller of the Currency, without charge, to each person to whom this document is delivered, on the written request of such person. Written requests should be directed to:

TD Bank, N.A.
4140 Church Road
Mount Laurel, New Jersey 08054
Attn: Corporate and Public Affairs
Information regarding the financial condition and results of operations of the Bank is contained in the quarterly Call Reports of the Bank delivered to the Comptroller of the Currency and available online at https://cdr.ffiec.gov/public. General information regarding the Bank may be found in periodic filings made by TD with the SEC. TD is a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare certain filings with the SEC in accordance wit h the disclosure requirements of Canada, its home country. Canadian disclosure requirements are different from those of the United States. TD’s financial statements are prepared in accordance with International Financial Reporting Standards, and may be s ubject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies prepared in accordance with United States generally accepted accounting principles.

The delivery hereof shall not create any implication that there has been no change in the affairs of TD or the Bank since the date hereof, or that the information contained or referred to in this Appendix B is correct as of any time subsequent to its date.

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NEITHER TD NOR ANY OTHER SUBSIDIARY OF TD OTHER THAN THE BANK IS OBLIGATED TO MAKE PAYMENTS UNDER THE TD BANK A-4 LIQUIDITY FACILITY.

The Bank is responsible only for the information contained in this section of the Offering Memorandum and did not participate in the preparation of, or in any way verify the information contained in, any other part of the Offering Memorandum. Accordingly, the Bank assumes no responsibility for and makes no representation or warranty as to the accuracy or completeness of information contained in any other part of the Offering Memorandum.
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Truist Bank
[To be updated] Truist Bank (the “Bank”) is a wholly -owned subsidiary of Truist Financial Corporation (the “Corporation”), a North Carolina financial holding company. The Bank is chartered under the laws of the State of North Carolina to engage in a general banking business.

The Bank provides a full range of commercial banking, consumer banking and trust and investment services primarily through its branch network located in North Carolina, Virginia, Florida, Georgia, Maryland, South Carolina, Alabama, West Virginia, Kentucky, Tennessee, Texas, Indiana, Pennsylvania, New Jersey, Ohio, and Washington D.C. As of September 30, 2025, the bank had total assets of $544 billion, and total deposits of approximately $395 billion. On December 7, 2019, SunTrust Bank merged into Branch Banking and Trust Company which then changed its name to Truist Bank.

The Bank submits quarterly to the Federal Deposit Insurance Corporation, its primary federal regulator, certain information regarding its financial condition entitled “Consolidated Reports of Conditions and Income for a Bank with Domestic and Foreign Offic es” (“Call Reports”). All Call Reports may be obtained online at https://cdr.ffiec.gov or by calling the FDIC at (877) 275-3342.

Additionally, the Corporation is subject to certain reporting requirements of the Securities and Exchange Act of 1934, as amended, and in accordance therewith files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov. The Corporation’s SEC filings are also available through its website at https://ir.truist.com/sec-filings. Information on the Corporation’s website is not part of or incorporated by reference into this Offering Memorandum. The Bank will provide copies of the Corporation’s most recent Form 10-K, in each case as filed with the SEC, free of charge to any recipient of this document, upon written request of such person delivered in writing to: Truist Financial Corporation, 214 Tryon Street, Charlotte, North Carolina 28202, Attention: Investor Relations (telephone: (704) 499-3575).

The information concerning the Corporation and the Bank contained herein is furnished solely to provide limited introductory information, is not intended to be comprehensive, and is qualified in its entirety by the detailed information appearing in the doc uments and filings (including all financial statements) referenced above.

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APPENDIX C

BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES
General
The following commercial paper notes for each of the following has been registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, NY: (i) one commercial paper note in the aggregate principal amount not exceeding the $150,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -1 (Tax Exempt) under the SMBC A-1 Letter of Credit; (ii) one commercial paper note in the aggregate principal amount not exceeding the $150,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A-2 (Tax Exempt) under the Bank of America A-2 Letter of Credit; (iii) two commercial paper notes in the collective, aggregate principal amount not exceeding the $100,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -3, consisting of Tax-Exempt Subseries A-3 and Taxable Subseries A-3-T under the Bank of America A-3 Letter of Credit; (iv) one commercial paper note in the aggregate principal amount not exceeding the $150,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -4 (Tax Exempt) under the TD Bank A-4 Liquidity Facility; (v) two commercial paper notes in the collective, aggregate principal amount not exceeding the $125,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A-5, consisting of Tax- Exempt Subseries A -5 and Taxable Subseries A -5-T under the Truist Bank A-5 Letter of Credit; (vi) two commercial paper notes in the collective, aggregate principal amount not exceeding the $ 125,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -6, consisting of Tax- Exempt Subseries A-6 and Taxable Subseries A -6-T under the RBC A-6 Liquidity Facility ; (v ) one commercial paper note in the aggregate principal amount not exceeding the $100,000,000 available to secure the Commercial Paper Notes (Wastewate r Series, Proposition E) Series A-7 (Tax Exempt) under the SMBC A-7 Letter of Credit; (vi) two commercial paper notes in the collective, aggregate principal amount not exceeding the $150,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -8, consisting of Tax- Exempt Subseries A -8 and Taxable Subseries A -8-T; and (ix) two commercial paper notes in the collective, aggregate principal amount not exceeding the $125,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A-9, consisting of Tax-Exempt Subseries A-9 and Taxable Subseries A-9-T. DTC will act as securities depository for the Commercial Paper Notes.

Book-Entry System
DTC will act as securities depository for the Commercial Paper Notes. The Commercial Paper Notes will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC . One fully- registered security certificate will be issued for the Commercial Paper Notes, in the aggregate principal amount of the Commercial Paper Notes, and will be deposited with DTC.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” with in the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited

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securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.

Direct Participants include both U.S. and non- U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations . DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”) . DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s rating: AA+.

The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission .

More information about DTC can be found at www.dtcc.com and www.dtc.org.

Purchases of the Commercial Paper Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the Commercial Paper Notes on DTC’s records. The ownership interest of each actual purchaser of each Commercial Paper Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase . Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Commercial Paper Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Commercial Paper Notes, except in the event that use of the book-entry system for the Commercial Paper Notes is discontinued.

To facilitate subsequent transfers, all Commercial Paper Notes deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC . The deposit of the Commercial Paper Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Commercial Paper Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Commercial Paper Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Commercial Paper Notes may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Commercial Paper Notes. For example, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Commercial Paper Notes unless authorized by a D irect Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Commercial Paper Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

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Payments of principal of and interest on the Commercial Paper Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC . DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Commission or the Issuing and Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s reco rds. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC (nor its nominee), the Issuing and Paying Agent, or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time . Payment of principal of and interest evidenced by the Commercial Paper Notes to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Commission or the Issuing and Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

NEITHER THE COMMISSION NOR THE ISSUING AND PAYING AGENT WILL HAVE

ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS

OR BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS.

Neither the Commission nor the Issuing and Paying Agent can give any assurances that DTC, DTC Participants, Indirect Participants or others will distribute payments of principal of and interest on the Commercial Paper Notes paid to DTC or its nominee, as the registered Owner, or any redemption or other notice, to the Beneficial Owners or that they will do so on a timely basis or that DTC will serve and act in a manner described in this Offering Memorandum.

Discontinuation of the Book-Entry Only System
DTC may discontinue providing its services as securities depository with respect to the Commercial Paper Notes at any time by giving reasonable notice to the Commission or the Issuing and Paying Agent .

Under such circumstances, in the event that a successor securities depository is not obtained, Commercial Paper Note certificates will be printed and delivered as described in the Issuing and Paying Agent Agreement.

The Commission may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Commercial Paper Note certificates will be printed and delivered as described in the Issuing and Paying Agent Agreement.

SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE COMMERCIAL PAPER

NOTES, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE OWNERS OR HOLDERS OF THE COMMERCIAL PAPER NOTES (OTHER THAN UNDER THE CAPTION “TAX MATTERS” HEREIN) SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE COMMERCIAL PAPER NOTES.

NEITHER THE COMMISSION, THE ISSUING AND PAYING AGENT, NOR THE DEALERS

WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC DIRECT PARTICIPANTS,

INDIRECT PARTICIPANTS, OR TO ANY BENEFICIAL OWNER WITH RESPECT TO (I) THE

ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY DTC DIRECT PARTICIPANT, OR INDIRECT PARTICIPANT; (II) THE DELIVERY OF ANY NOTICE THAT IS PERMITTED OR

REQUIRED TO BE GIVEN TO THE OWNERS OF THE COMMERCIAL PAPER NOTES UNDER THE ISSUING AND PAYING AGENT AGREEMENT; (III) THE PAYMENT BY DTC OR ANY DTC

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DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OR INTEREST DUE WITH RESPECT TO THE COMMERCIAL PAPER NOTES; (IV) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS THE REGISTERED OWNER OF COMMERCIAL PAPER NOTES; OR (V) ANY OTHER MATTER.

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APPENDIX D

FORM OF OPINION OF BOND COUNSEL
[TO BE UPDATED BY NRF]

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APPENDIX E

WASTEWATER ENTERPRISE FINANCIAL STATEMENTS

[Attached]

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CleanPowerSF Sfpuc CommissionJuly 28, 2026

CleanPowerSF Sfpuc Commission
July 28, 2026