Indio City Council
September 18, 2023

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TABLE OF CONTENTS
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SECTION 5.08. Investment in Funds and Accounts...................................................................36 SECTION 5.09. Payment Provisions Applicable to Interest Rate Swap Agreements ................38

ARTICLE VI

COVENANTS OF THE AUTHORITY
SECTION 6.01. Punctual Payments............................................................................................38 SECTION 6.02. Extension of Payment of Bonds .......................................................................38 SECTION 6.03. Waiver of Laws.................................................................................................38 SECTION 6.04. Further Assurances ...........................................................................................38 SECTION 6.05. Against Encumbrances .....................................................................................39 SECTION 6.06. Accounting Records and Financial Statements ................................................39 SECTION 6.07. Amount of Surcharge........................................................................................39 SECTION 6.08. Tax Covenants ..................................................................................................39 SECTION 6.09. Continuing Disclosure ......................................................................................40 SECTION 6.10. Enforcement of the Project Agreements...........................................................40 SECTION 6.11. Maintenance and Operation of the Electric System .........................................40 SECTION 6.12. Payment of Taxes and Charges.........................................................................40 SECTION 6.13. Insurance...........................................................................................................41 SECTION 6.14. Eminent Domain and Insurance Proceeds ........................................................41 SECTION 6.15. Collection of Pledge Surcharge Revenues........................................................41

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
SECTION 7.01. Events of Default ..............................................................................................41 SECTION 7.02. Application of Funds After Default; No Acceleration .....................................42 SECTION 7.03. Trustee to Represent Bondholders....................................................................43 SECTION 7.04. Bondholders’ Direction of Proceedings............................................................43 SECTION 7.05. Limitation on Bondholders’ Right to Sue.........................................................44 SECTION 7.06. Absolute Obligation of the Authority...............................................................44 SECTION 7.07. Termination of Proceedings..............................................................................44 SECTION 7.08. Remedies Not Exclusive...................................................................................45 SECTION 7.09. No Waiver of Default .......................................................................................45 SECTION 7.10. Credit Enhancement Provider Directs Remedies Upon Event of Default ..............................................................................................................45

ARTICLE VIII

THE TRUSTEE
SECTION 8.01. Appointment, Duties Immunities and Liabilities of Trustee ............................45 SECTION 8.02. Accounting Records and Monthly Statements .................................................47 SECTION 8.03. Merger or Consolidation...................................................................................47 SECTION 8.04. Liability of Trustee ...........................................................................................47 SECTION 8.05. Right of Trustee to Rely on Documents and Opinions.....................................50 SECTION 8.06. Compensation and Indemnification of Trustee.................................................51

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ARTICLE IX

MODIFICATION OR AMENDMENT OF THIS INDENTURE
SECTION 9.01. Amendments Permitted ....................................................................................51 SECTION 9.02. Effect of Supplemental Indenture.....................................................................53 SECTION 9.03. Endorsement of Bonds; Preparation of New Bonds.........................................53 SECTION 9.04. Amendment of Particular Bonds ......................................................................54

ARTICLE X

DEFEASANCE
SECTION 10.01. Discharge of Indenture .....................................................................................54 SECTION 10.02. Discharge of Liability on Bonds.......................................................................54 SECTION 10.03. Deposit of Money or Securities ........................................................................55 SECTION 10.04. Payment of Bonds After Discharge of Indenture .............................................56

ARTICLE XI

MISCELLANEOUS
SECTION 11.01. Liability of Authority Limited to Trust Estate..................................................56 SECTION 11.02. Successor Is Deemed Included in All References to Predecessor....................56 SECTION 11.03. Limitation of Rights..........................................................................................56 SECTION 11.04. Waiver of Notice...............................................................................................57 SECTION 11.05. Destruction or Delivery of Canceled Bonds.....................................................57 SECTION 11.06. Severability of Invalid Provisions ....................................................................57 SECTION 11.07. Notice to Authority and Trustee .......................................................................57 SECTION 11.08. Evidence of Rights of Bondholders..................................................................57 SECTION 11.09. Disqualified Bonds ...........................................................................................58 SECTION 11.10. Money Held for Particular Bonds.....................................................................58 SECTION 11.11. Funds and Accounts..........................................................................................58 SECTION 11.12. Limitations on Rights of Credit Enhancement Providers, Liquidity Facility Providers, Reserve Facility Providers .................................................58 SECTION 11.13. Article and Section Headings and References..................................................59 SECTION 11.14. Waiver of Personal Liability.............................................................................59 SECTION 11.15. Governing Law .................................................................................................59 SECTION 11.16. Business Days...................................................................................................59 SECTION 11.17. Effective Date of Indenture ..............................................................................59 SECTION 11.18. Execution in Counterparts ................................................................................59 SECTION 11.19. Electronic Signatures........................................................................................60

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INDENTURE
This INDENTURE, dated as of December 1, 2023 (this “Indenture,” as more fully defined in Section 1.02), between the INDIO ELECTRIC FINANCING AUTHORITY, a joint exercise of powers agency that is duly organized and existing under and by virtue of the laws of the State of California (the “Authority,” as more fully defined in Section 1.02), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee,” as more fully defined in Section 1.02);
WITNESSETH:

WHEREAS, the Authority has been created pursuant to a Joint Exercise of Powers Agreement, dated June 21, 2023, by and between the Imperial Irrigation District (“IID”) and the City of Indio (“Indio”), each with the power, among others, to provide electrical service, establish charges for the provision of such electrical service and finance, procure, design, construct, operate and maintain electrical transmission facilities; and
WHEREAS, pursuant to Resolution No. 2023-01, adopted by the Board of Directors of the Authority on July 19, 2023 (the “Surcharge Resolution”), the Authority authorized the levy of a charge per kilowatt hour used by each class of customer applicable to all electric sales within the territorial boundaries of Indio (the “Surcharge”) for the provision and enhancement by the Authority of electrical service within the boundaries of Indio; and WHEREAS, the members of the Authority have determined that it is in the best interest of the members and electrical service users in the territorial boundaries of Indio for the Authority to raise funds from time to time for the purpose of financing or refinancing the implementation of certain capital infrastructure improvements to provide and enhance electrical service within the boundaries of Indio;
WHEREAS, the Authority has determined to enter into this Indenture (1) to provide for the issuance, authentication, and delivery of the Bonds (as defined in Section 1.02), which are secured by and payable from the Trust Estate (as defined in Section 5.01(A)(3)); (2) to establish and declare the terms and conditions upon which the Bonds shall be issued and secured and (3) to secure the payment of the principal and purchase price of, and the premium (if any) and interest on the Bonds, subject to the provision of this Indenture permitting the application of the Trust Estate for the purposes and on the terms and conditions set forth in this Indenture; WHEREAS, the execution and delivery of this Indenture has in all respects been duly and validly authorized by a resolution duly passed and approved by the Board of the Authority; and WHEREAS, the Authority has determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Indenture do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Indenture;

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NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal and purchase price of, and the premium (if any) and the interest on, all Bonds at any time issued, authenticated, and delivered hereunder and provide the terms and conditions under which all property, rights and interests hereby assigned and pledged are to be dealt with and disposed of, and to secure performance and observance of the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes hereinafter expressed, and in consideration of the premises and of the material covenants herein contained and of the purchase and acceptance of the Bonds by the owners or holders thereof, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Authority does hereby agree and covenant with the Trustee for the benefit of the owners, from time to time, of the Bonds, or any part thereof, as follows:

ARTICLE I
EQUALITY OF SECURITY; DEFINITIONS;

CONTENT OF CERTIFICATES
SECTION 1.01. Equality of Security. In consideration of the acceptance of the Bonds by the owners thereof from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Authority, the Trustee and the owners from time to time of the Bonds. The covenants and agreements herein set forth to be performed by or on behalf of the Authority or the Trustee shall be for the equal and proportionate benefit, security, and protection of all owners of the Bonds, without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reasons of the Series, time of issue, sale, or negotiation thereof or for any cause whatsoever, except as expressly provided therein or herein. Nothing herein shall prevent additional security being provided for the benefit of a particular Series of Bonds under any supplement to this Indenture.

SECTION 1.02. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Indenture and of any Supplemental Indenture and of any certificate, opinion, or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. “Accreted Value” means, with respect to any Capital Appreciation Bond, the principal amount thereof plus the interest accrued thereon, compounded at the approximate interest rate thereon on each date specified therein. The Accreted Value at any date shall be the amounts set forth in the Accreted Value Table as of such date, if such date is a compounding date, and if not, as of the immediately preceding compounding date. For purposes of this Indenture, the term “principal of” shall also include Accreted Value, if appropriate.
“Accreted Value Table” means the table denominated as such which appears as an exhibit to, and to which reference is made in, a Supplemental Indenture providing for a Series of Capital Appreciation Bonds issued pursuant to such Supplemental Indenture. “Alternate Credit Enhancement” means, with respect to a Series of Bonds, any Insurance, letter of credit, line of credit, surety bond, or other instrument, which secures, enhances, or guarantees the payment of principal of and interest on a Series of Bonds, issued by an insurance company, commercial bank, pension fund, or other institution, and delivered or made available to the Trustee, as a replacement or substitution for any Credit Enhancement then in effect.

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“Alternate Liquidity Facility” means, with respect to a Series of Bonds, a line of credit, letter of credit, standby purchase agreement, or similar liquidity facility, which secures, enhances, or guarantees the payment of purchase price of such Series of Bonds under certain conditions specified therein, issued by a commercial bank, insurance company, pension fund, or other institution, and delivered or made available to the Trustee, as a replacement or substitute for any Liquidity Facility then in effect.
“Annual Debt Service” means, with respect to any Obligations and for any Fiscal Year, the aggregate amount of Debt Service on such Obligations becoming due and payable during such Fiscal Year.
“Authority” means the Indio Electric Financing Authority, a public body that is duly organized and existing under the JPA Agreement, and under the Constitution and laws of the State, and any successor thereto.
“Authorized Representative” means, with respect to the Authority, its Chair, Vice Chair, Executive Director, Secretary, Treasurer or any other person designated as an Authorized Representative of the Authority by a Certificate of the Authority signed by its Authority, its Chair, Vice Chair, Executive Director, Secretary, Treasurer and filed with the Trustee. “Average Annual Debt Service” means with respect to any Obligations and as of any date of calculation, the quotient obtained by dividing (1) the sum of the Annual Debt Service on such Obligations for all Fiscal Years during the period commencing with the Fiscal Year in which such calculation is made (or, if appropriate, the first full Fiscal Year following the issuance or incurrence of such Obligations) and terminating in the last Fiscal Year in which any Debt Service on such Obligations is due by (2) the number of such Fiscal Years. “Balloon Indebtedness” means, with respect to any Obligation, 25% or more of the principal or other face amount of which matures or becomes due on the same date or within a 12-month period (with Mandatory Sinking Account Payments deemed to be payments of matured principal), that portion of such Obligation which matures or becomes due on such date or within such 12-month period.
“Beneficial Owner” means any Person who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of any Bond, including any Person holding Bonds through nominees or depositories, including the Securities Depository. “Bond Obligation” means, as of any given date of calculation, (1) with respect to any Outstanding Current Interest Bond, the principal amount of such Bond, and (2) with respect to any Outstanding Capital Appreciation Bond, the Accreted Value thereof. “Bond Reserve Fund” means any fund by that name established with respect to one or more Series of Bonds pursuant to the Supplemental Indenture establishing the terms and provisions of such Series of Bonds.
“Bond Reserve Requirement” means with respect to a Series of Bonds for which the Authority shall have established a Bond Reserve Fund shall have the meaning specified in the Supplemental Indenture establishing the terms and provisions of such Series of Bonds.

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“Bondholder” or “Holder” or “owner”, whenever used herein with respect to a Bond, means the person in whose name such Bond is registered.
“Bond” or “Bonds” means one or more of the Indio Electric Financing Authority Electric Revenue Bonds, notes, or other obligations authorized by Section 3.01, 3.02, 3.03 or 3.04 of this Indenture, and at any time Outstanding pursuant to this Indenture. “Bond Year” means each twelve-month period beginning on January 2 in each year and extending to the next succeeding January 1, both dates inclusive, except that the first Bond Year shall begin on date of issuance of the Series 2023 Bonds and end on January 1, 2024. “Business Day” means, except as is otherwise provided in the Supplemental Indenture pursuant to which a Series of Bonds is issued, any day other than (1) a Saturday, Sunday, or a day on which banking institutions in the State or the State of New York or the jurisdiction in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed; (2) for purposes of payments and other actions relating to Bonds secured or enhanced by a Credit Enhancement or supported by a Liquidity Facility, a day upon which commercial banks in the city in which is located the office of the issuing institution at which demands for payment under the Credit Enhancement or Liquidity Facility, as applicable, are to be presented are authorized or obligated by law or executive order to be closed; (3) a day on which the New York Stock Exchange is closed; or (4) for so long as DTC is the Depository for any Series of Bonds, a day on which DTC’s money market instrument settlement services are closed. “Capital Appreciation Bonds” means the Bonds of any Series designated as Capital Appreciation Bonds in the Supplemental Indenture providing for the issuance of such Series of Bonds and on which interest is compounded and paid at maturity or on prior redemption. “Certificate,” “Statement,” “Request,” “Requisition” and “Order” of the Authority mean, respectively, a written certificate, statement, request, requisition or order signed in the name of the Authority by an Authorized Representative. Any such instrument and supporting opinions or representations may, but need not, be combined in a single instrument with any other instrument, opinion, or representation, and the two or more so combined shall be read and construed as a single instrument. If and to the extent required by Section 1.03, each such instrument shall include the statements provided for in Section 1.03.
“Code” means the Internal Revenue Code of 1986, and the regulations applicable thereto or issued thereunder, or any successor to the Internal Revenue Code of 1986. Reference to any particular Code section shall, in the event of such a successor Code, be deemed to be reference to the successor to such Code section.
“Consultant” means any consultant, consulting firm, financial consultant, financial consulting firm, engineer, architect, engineering firm, architectural firm, accountant or accounting firm retained by the Authority to perform acts or carry out the duties provided for such consultant in this Indenture. “Continuing Disclosure Certificate” means, with respect to each Series of Bonds requiring an undertaking regarding disclosure under Rule 15c2-12, the continuing disclosure certificate or continuing disclosure agreement delivered by the Authority at the time of issuance and delivery of such Series of Bonds, as the same may be supplemented, modified, or amended in accordance with its terms.

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“Corporate Trust Office” or “corporate trust office” means with respect to the Trustee, the corporate trust office of the Trustee in San Francisco, California, provided that for purposes of payment, redemption, exchange, transfer, surrender and cancellation of Bonds such term means the principal corporate trust office of the Trustee in St. Paul, Minnesota or such other office as the Trustee may from time to time designate in writing to the Authority and the Owners. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the Authority and related to the authorization, issuance, sale and delivery of a Series of Bonds, including advertising and printing costs; costs of preparation and reproduction of documents; filing and recording fees; travel expenses and costs relating to rating agency meetings and other meetings concerning such Series of Bonds; initial fees, expenses, and charges of the Trustee; legal fees and charges; fees and disbursements of consultants and professionals; financial advisor fees and expenses; rating agency fees; fees and charges for preparation, execution, transportation, and safekeeping of Bonds; surety, insurance, credit enhancement, and liquidity costs; fees payable in connection with the execution or termination of an Interest Rate Swap Agreement in connection with the issuance of a Series of Bonds; and any other cost, charge, or fee incurred in connection with the issuance of a Series of Bonds or any Parity Obligations delivered in connection with a Series of Bonds.
“Costs of Issuance Fund” means a fund by that name established pursuant to the provisions of a Supplemental Indenture to pay Costs of Issuance with respect to a Series of Bonds being issued pursuant to such Supplemental Indenture.
“Counterparty” means an entity which has entered into an Interest Rate Swap Agreement with the Authority.
“Credit Enhancement” means, with respect to a Series of Bonds, any Insurance, letter of credit, line of credit, surety bond, or other instrument, which secures, enhances, or guarantees the payment of principal of and interest on a Series of Bonds, issued by an insurance company, commercial bank, pension fund, or other institution, and delivered or made available to the Trustee, as from time to time supplemented or amended pursuant to its terms. In the event of the delivery or availability of an Alternate Credit Enhancement, “Credit Enhancement” means such Alternate Credit Enhancement.
“Credit Enhancement Provider” means, with respect to a Series of Bonds, the Insurer, commercial bank, pension fund, or other institution issuing (or having primary obligation, or acting as agent for the institutions obligated, under) a Credit Enhancement then in effect with respect to such Series of Bonds.
“Current Interest Bonds” means the Bonds of any Series that are designated as Current Interest Bonds in the Supplemental Indenture providing for the issuance of such Series of Bonds and pay interest to the Holders thereof on a periodic basis prior to maturity. “Debt Service,” when used with respect to any Obligations, means, as of any date of calculation and with respect to any Fiscal Year, the sum of (1) the interest falling due on such Obligations during such Fiscal Year, (2) the principal or mandatory sinking account payments required to be paid with respect to such Obligations during such Fiscal Year (but excluding Excluded Principal), and (3) any other regularly scheduled payments due with respect to such Obligations during such Fiscal Year to the extent not included in clauses (1) and (2) of this definition, all of

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which are to be computed on the assumption that no portion of such Obligations shall cease to be outstanding during such Fiscal Year except by reason of the application of such scheduled payments; provided, however, that for purposes of such computation:
(A) Balloon Indebtedness may, at the option of the Authority, be treated as if it were to be amortized over a term of up to 40 years (which period shall be designated by the Authority), commencing on the date of calculation of Debt Service, with principal payable in such years and in such amounts as the Authority shall determine on the date of calculation of Debt Service, and the interest rate used for such computation shall be assumed by the Authority to be equal to, at the option of the Authority, either (1) a fixed rate equal to the average Revenue Bond Index during the calendar quarter preceding the calendar quarter in which the calculation is made, or, if that index is no longer published, an interest rate equal to 80% of the yield (as of the close on the Business Day immediately preceding the date of calculation) for outstanding United States Treasury bonds having a maturity of ten years or (2) such other interest rate or rates at which the Authority could reasonably be expected to borrow at the time of such calculation of Debt Service based on the assumed amortization of such Balloon Indebtedness, as shall be specified in a written statement from an investment banking or financial or municipal advisory firm selected by the Authority; (B) unless a different subsection of this definition applies for purposes of determining maturities or amortization, in determining the amount due in each Fiscal Year, payment shall be assumed to be made in accordance with any amortization schedule established for such Obligations, including any Mandatory Sinking Account Payments or any scheduled redemption or payment of Obligations on the basis of Accreted Value, and for such purpose, the redemption payment or payment of Accreted Value shall be deemed a principal payment and interest that is compounded and paid as Accreted Value shall be deemed due on the scheduled redemption or payment date of such Capital Appreciation Bond and any contingencies that may result in a request for earlier payment shall be disregarded;
(C) if any Obligations bear, or if any Obligations proposed to be issued or incurred will bear, interest at a variable interest rate for which an Interest Rate Swap Agreement is not in place and the interest on which is excluded or expected to be excluded from gross income for federal income tax purposes, the interest rate on such Obligations for periods when the actual interest rate cannot yet be determined shall be assumed to be equal to the average of the SIFMA Swap Index for the five years preceding such date of calculation (provided, however, that if such index is no longer published, the interest rate on such Obligations shall be calculated based upon such similar index as the Authority shall designate in writing to the Trustee) or such higher rate as shall be specified in a Certificate of the Authority delivered to the Trustee, plus the applicable spread, if any, for such Obligations;
(D) if any Obligations bear, or if any Obligations proposed to be issued will bear, interest at a variable interest rate for which an Interest Rate Swap Agreement is not in place and the interest on which is included or expected to be included in gross income for federal income tax purposes, the interest rate on such Obligations for periods when the actual interest rate cannot yet be determined shall be assumed to be equal to 110% of the average Federal Funds Rate during the five (5) years preceding such date of calculation or such higher rate as shall be specified in a Certificate of the Authority, or if the Federal Funds Rate is no longer available, such similar rate as the Authority shall designate in writing to the Trustee, plus the applicable spread, if any, for such Obligations;

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(E) with respect to any Obligations bearing interest, or expected to bear interest, at a variable interest rate for which an Interest Rate Swap Agreement is in place providing for a synthetic fixed interest rate to maturity or for a specific term with respect to such Obligations, the interest rate on such Obligations shall be assumed to be the synthetic fixed interest rate specified in such Interest Rate Swap Agreement for such term;
(F) with respect to any Obligations bearing interest, or expected to bear interest, at a fixed interest rate for which an Interest Rate Swap Agreement is in place providing for a net variable interest rate with respect to such Obligations for a specific term, the interest rate on such Obligations shall be assumed to be equal for such term to the sum of (1) the fixed interest rate or rates to be paid on the Obligations, minus (2) the fixed interest rate receivable by the Authority under such Interest Rate Swap Agreement, plus (3) the average interest rate of the index on which the Interest Rate Swap Agreement is based, as identified in a Certificate of the Authority delivered to the Trustee, or, if not based on an identifiable index, then the average of the SIFMA Swap Index, in each case, over the five years preceding the date of calculation or such higher rate as shall be specified in a Certificate of the Authority delivered to the Trustee, plus the applicable spread, if any, payable by the Authority under such Interest Rate Swap Agreement;
(G) if any Obligations feature an option, on the part of the owners or a requirement under the terms of such Obligations, to tender all or a portion of such Obligations to the Authority, the Trustee, or other fiduciary or agent, and to purchase such Obligations or portion thereof if properly presented, then for purposes of determining the amounts due in any Fiscal Year on such Obligations, the options or obligations of the owners of such Obligations to tender the same for purchase or payment shall be ignored;
(H) payments on Obligations shall be excluded to the extent such payments are to be paid from amounts on deposit with the Trustee or other fiduciary in escrow specifically therefor or to the extent such payments are paid or expected to be paid from Subsidy Payments and interest payments shall be excluded to the extent that such interest payments are to be paid from the proceeds of Obligations, including any investment earnings thereon, held by the Trustee or other fiduciary as capitalized interest specifically to pay such interest; (I) with respect to Obligations for which a reserve fund (including a Bond Reserve Fund) is in place, the calculation of Debt Service for such Obligations for any Fiscal Year shall be reduced by the amount of investment earnings on amounts on deposit in such reserve fund used or expected to be used to pay Debt Service on such Obligations during such Fiscal Year; (J) with respect to Obligations for which a reserve fund (including a Bond Reserve Fund) is in place, the amount on deposit in such reserve fund on any date of calculation of Debt Service shall be deducted from the amount due on the final maturity or due date of such Obligations if such amount on deposit in such reserve fund would be released at such maturity or due date and, to the extent the amount on deposit in such reserve fund is in excess of the amount due on the final maturity or due date of such Obligations, such excess shall be applied to the full amount due in each preceding Fiscal Year, in inverse order, until such amount on deposit in such reserve fund is exhausted; (K) Reimbursement Obligations and potential Reimbursement Obligations shall be ignored; and

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(L) payments and potential payments payable by the Authority on any Interest Rate Swap Agreement may, at the option of the Authority, be ignored except as provided under clauses (E) and (F) of this definition.
“Electric Service” means the electric services made available or provided by the Electric System.
“Electric System” means the whole and each and every part of the properties, works, and facilities owned or leased by the Authority for the purposes of providing system efficiency and reliability and energy service enhancement in order to facilitate the provision and enhancement of electrical service by IID within the territorial boundaries of Indio, including all additions, betterments, extensions, replacements, and improvements to such system or any part thereof and hereafter acquired or constructed.
“Event of Default” means any of the events specified in Section 7.01. “Excluded Principal” means each payment of principal of any Obligation for which there is on file with the Trustee (i) a certificate of a Consultant to the effect that such Obligation is commercial paper or otherwise of a revolving or short-term nature and has a maturity of less than 60 months and (ii) a Certificate of the Authority to the effect that the Authority intends to pay such principal from the proceeds of Bonds or Contracts or other bonds, notes or other obligations of the Authority. No such determination shall affect the security for such Obligation or the obligation of the Authority to pay such Obligations from Pledged Revenues. “Federal Funds Rate” means, for any date of determination, a fluctuating rate of interest per annum equal to the weighted average (rounded to the next higher 1/100th of 1%) of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York. “Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other 12-month period hereafter selected and designated as the official fiscal year period of the Authority, which designation shall be provided to the Trustee in a Certificate delivered by the Authority.
“Fitch” means Fitch Ratings, Inc., and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“IID” means Imperial Irrigation District, an irrigation district that is duly organized and existing under and by virtue of the laws of the State, and its successor and assigns. “Include” and its variants, whether or not capitalized, are terms of enlargement rather than of limitation. For example, “includes” means “includes but not limited to,” and “including” means “including but not limited to.”

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“Indenture” means this Indenture, dated as of December 1, 2023, between the Trustee and the Authority, as originally executed or as it may from time to time be supplemented or amended by any Supplemental Indenture delivered pursuant to the provisions hereof. “Indio” means the City of Indio, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State. “Insurance” means any financial guaranty insurance policy or municipal bond insurance policy issued by an Insurer insuring the payment when due of principal of and interest on a Series of Bonds as provided in such financial guaranty insurance policy or municipal bond insurance policy. “Insurer” means any provider of Insurance with respect to a Series of Bonds. “Interest Fund” means the fund by that name established pursuant to Section 5.02. “Interest Payment Date,” with respect to each Series of Bonds, shall have the meaning specified in the Supplemental Indenture establishing the terms and provisions of such Series of Bonds.
“Interest Rate Swap Agreement” or “Swap” means an interest rate swap, cap, collar, option, floor, forward, derivative, or other hedging agreement, arrangement, or security, however denominated, entered into between the Authority and a Counterparty, in connection with or incidental to the issuance, incurrence, or carrying of bonds or obligations payable from Pledged Revenues, including an interest rate swap, cap, collar, option, floor, forward, derivative, or other hedging agreement, arrangement, or security entered into in advance of the issuance or incurrence of Obligations.
“Investment Securities” means any of the following:
(A) The following obligations may be used as Investment Securities for all purposes, including defeasance investments in refunding escrow accounts:
(1) Cash;
(2) Direct obligations of the United States of America (including stripped securities derived from direct obligations of the United States of America); (3) Obligations fully guaranteed as to principal and interest by the United State of America, including obligations of any of the following federal agencies:
– Export-Import Bank
– Farm Credit System Financial Assistance Corporation
– Rural Economic Community Development Administration (formerly the Farmers Home Administration)
– General Services Administration
– U.S. Maritime Administration
– Small Business Administration
– Government National Mortgage Association (GNMA)
– U.S. Department of Housing & Urban Development (PHA’s) – Federal Housing Administration

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– Federal Financing Bank; and
(4) Obligations of government-sponsored agencies that are not fully guaranteed by the United States of America, including any of the following obligations:
– Obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC)
– Obligations of the Resolution Funding Corporation (REFCORP) (including REFCORP strips)
– Obligations of the Federal Home Loan Bank System
– Obligations of the Farm Credit System
(B) The following obligations may be used as Investment Securities for all purposes other than defeasance investments in refunding escrow accounts:
(1) U.S. dollar denominated deposit accounts, federal funds and bankers’ acceptances with domestic commercial banks (including the Trustee and its affiliates) that have a rating (ratings on holding companies are not considered as the rating of the banks) on their short-term certificates of deposit on the date of purchase of “A-1” or “A-1+” by Standard & Poor’s or “P-1” by Moody’s and mature no more than 365 days after the date of purchase;
(2) Commercial paper that is rated at the time of purchase in the single highest classification, “A-1” by Standard & Poor’s or “P-1” by Moody’s, and matures not more than 270 days after the date of purchase;
(3) Investments in a money market fund rated at the time of investment in the top three Rating Categories by Standard & Poor’s or Moody’s, including funds for which the Trustee or an affiliate receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise; (4) Pre-refunded Municipal Obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality, or local governmental unit of any such state, which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and
(a) which are rated at the time of purchase, based on an irrevocable escrow account or fund (the “escrow”), in the highest Rating Category of Standard & Poor’s or Moody’s or any successors thereto; or
(b) (i) which are fully secured as to principal and interest and prepayment premium, if any, by an escrow consisting only of cash or obligations described in paragraph A(2) of this definition, which escrow may be applied only to the payment of such principal of and interest and prepayment premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified prepayment date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and prepayment premium, if any,

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on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; (5) General obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state with a rating, at the time of purchase, of “Baa1/BBB+” or higher by Moody’s or Standard & Poor’s; (6) Any investment agreement with a financial institution or insurance company which has at the date of execution thereof an outstanding issue of unsecured, uninsured, and unguaranteed debt obligations or a claims paying ability rated (or the parent company or guarantor of which is rated) in either of the two highest long-term Rating Categories by Moody’s or Standard & Poor’s;
(7) The Local Agency Investment Fund managed by the Treasurer of the State of California, as referred to in Section 16429.1 of the Government Code of the State; (8) Shares in a common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53601 of Title 5 Division 2, Chapter 4 of the Government Code of the State, as it may be amended; and
(9) Any other forms of investments that relate solely to a Series of Bonds, as specified in a Supplemental Indenture providing for the issuance of such Series of Bonds. “JPA Agreement” means that certain Joint Exercise of Powers Agreement, dated June 21, 2023, by and between Indio and the IID, creating the Authority, as originally executed or as it may from time to time be supplemented or amended pursuant to the provisions thereof. “Letter of Credit Fund” means a fund by that name established to hold funds that are drawn on Credit Enhancement provided in the form of a letter of credit and that are to be applied to pay the principal of or interest on a Series of Bonds, which fund shall be established pursuant to the Supplemental Indenture establishing the terms and provisions of such Series of Bonds. “Liquidity Facility” means, with respect to a Series of Bonds, a line of credit, letter of credit, standby purchase agreement, or similar liquidity facility that secures, enhances, or guarantees the payment of purchase price of such Series of Bonds under certain conditions specified therein, issued by a commercial bank, insurance company, pension fund, or other institution, and delivered or made available to the Trustee, as from time to time supplemented or amended pursuant to its terms. In the event of the delivery or availability of an Alternate Liquidity Facility, “Liquidity Facility” means such Alternate Liquidity Facility.
“Liquidity Facility Bonds” means any Bonds purchased with moneys drawn under (or otherwise obtained pursuant to the terms of) a Liquidity Facility, but excluding any Bonds no longer considered to be Liquidity Facility Bonds in accordance with the terms of the applicable Liquidity Facility. If designated as such in a Supplemental Indenture, Bonds purchased with moneys drawn under Credit Enhancement in the form of a letter of credit or other similar instrument shall be treated as Liquidity Facility Bonds.

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“Liquidity Facility Provider” means, with respect to a Series of Bonds, the commercial bank, insurance company, pension fund, or other institution issuing (or having primary obligation, or acting as agent for the institutions obligated, under) a Liquidity Facility then in effect with respect to such Series of Bonds.
“Liquidity Facility Rate” means, with respect to a Series of Bonds, the interest rate per annum, if any, specified in the Liquidity Facility delivered in connection with such Series of Bonds as applicable to Liquidity Facility Bonds.
“Mandatory Sinking Account Payment” means, with respect to Bonds of any Series and maturity, the amount required by the Supplemental Indenture establishing the terms and provisions of such Series of Bonds to be deposited by the Authority in a Sinking Account for the payment of Term Bonds of such Series and maturity.
“Maturity Date” means, with respect to a Series of Bonds, the date of maturity or maturities specified in the Supplemental Indenture establishing the terms and provisions of such Series of Bonds.
“Maximum Annual Debt Service” means, with respect to any Obligations and as of any date of calculation, the maximum amount of Annual Debt Service becoming due and payable on such Obligations in any Fiscal Year during the period commencing with the Fiscal Year in which such calculation is made and terminating with the last Fiscal Year in which any Debt Service for such Obligations is due.
“Maximum Rate” means, with respect to any Bonds, the lesser of (1) the rate designated as the Maximum Rate for such Bonds in the Supplemental Indenture with respect to such Bonds and (2) the maximum rate of interest that may legally be paid on the Bonds from time to time. “Moody’s” means Moody’s Investors Service, Inc., and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“Notice Parties” means, as and to the extent applicable, the Authority, the Trustee, any Credit Enhancement Provider for the Series of Bonds to which the notice being given relates, any Liquidity Provider for the Series of Bonds to which the notice being given relates, and any other party designated as a “Notice Party” for a Series of Bonds in the Supplemental Indenture providing for the issuance of such Series of Bonds.
“Obligations” means any Bonds or any Parity Obligations, as applicable. “Opinion of Bond Counsel” means a written opinion of a law firm of national standing in the field of public finance selected by the Authority.
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except (1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.02, including Bonds (or portions

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of Bonds) referred to in Section 11.10; and (3) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture; provided, however, that in the event the principal of or interest due on any Bonds shall be paid by the Credit Enhancement Provider pursuant to the Credit Enhancement issued in connection with such Bonds, such Bonds shall, to the extent of such payment, remain Outstanding for all purposes and shall not be considered defeased or otherwise satisfied or paid by the Authority, and the pledge of the Trust Estate and all covenants, agreements, and other obligations of the Authority to the Holders shall continue to exist and shall run to the benefit of such Credit Enhancement Provider, and such Credit Enhancement Provider shall, to the extent of such payment, be subrogated to the rights of such Holders.
“Parity Obligations” means (1) any obligation of the Authority (excluding fees and expenses and termination payments on Interest Rate Swap Agreements) incurred in accordance with Section

3.05(C) and (2) any obligation of the Authority to pay the Rebate Requirement or any rebate requirement with respect to Parity Obligations, all of which obligations are secured hereunder by the pledge of Pledged Revenues made pursuant to Section 5.01(A)(2) and payable from Pledged Revenues with the priority set forth in Section 5.01(A)(1). “Participating Underwriter” means any of the original underwriters of a Series of Bonds required to comply with Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Person” means an association, corporation, firm, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof, or any other entity, whether or not a legal entity.
“Principal Fund” means the fund by that name established pursuant to Section 5.02. “Principal Payment Date” means any date any amount of Bond Obligation becomes due and payable or any Mandatory Sinking Account Payments are required to be paid. “Project Agreements” means the project agreements between the Authority and IID, or its successor, providing for the design, construction, operation and maintenance of capital improvement projects that are part of , or will be implemented into, the Electric System. “Project Fund” means, with respect to any Series of Bonds, a fund by that name established pursuant to the provisions of a Supplemental Indenture to hold the proceeds of a Series of Bonds or a portion thereof prior to expenditure on the particular projects being financed with the proceeds of such Series of Bonds.
“Purchase Fund” means a fund by that name established to hold funds to be applied to pay the purchase price of a Series of Bonds, which fund shall be established pursuant to the Supplemental Indenture establishing the terms and provisions of such Series of Bonds. “Pledged Revenues” means (i) all Surcharge Revenues and (ii) all Swap Revenues. “Rating Agency” means, as and to the extent applicable to a Series of Bonds, each of Fitch, Moody’s, and Standard & Poor’s, but in each instance only so long as each such Rating Agency maintains a rating on such Series of Bonds at the request of the Authority.

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“Rating Category” means (1) with respect to any long-term rating category, all ratings designated by a particular letter or combination of letters, without regard to any numerical modifier, plus or minus sign, or other modifier; and (2) with respect to any short-term or commercial paper rating category, all ratings designated by a particular letter or combination of letters and taking into account any numerical modifier, but not any plus or minus sign or other modifier. “Rebate Fund” means the fund by that name established pursuant to Section 5.07. “Rebate Instructions” means, with respect to any Series of Tax-Exempt Bonds, those calculations and directions required to be delivered to the Trustee by the Authority pursuant to the Tax Certificate delivered in connection with such Series of Tax-Exempt Bonds. “Rebate Requirement” means, with respect to any Series of Tax-Exempt Bonds, the Rebate Requirement determined in accordance with the Tax Certificate delivered in connection with such Series of Tax-Exempt Bonds.
“Record Date,” with respect to each Series of Bonds, shall have the meaning specified in the Supplemental Indenture establishing the terms and provisions of such Series of Bonds. “Redemption Fund” means the fund by that name established pursuant to Section 5.06. “Redemption Price” means, with respect to any Bond (or portion thereof), the Bond Obligation of such Bond (or portion thereof) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and this Indenture. “Refunding Bonds” means a Series of Bonds or a portion of a Series of Bonds issued pursuant to the provisions set forth in Section 3.04.
“Reimbursement Obligations” means any obligation of the Authority to repay, from System Net Revenues, amounts provided by a Credit Enhancement Provider under a Credit Enhancement or by Liquidity Facility Provider under a Liquidity Facility as credit or liquidity support for a Series of Bonds or by any similar credit provider or liquidity provider as credit or liquidity support for Parity Obligations.
“Repository” means the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission or any successor agency thereto to receive reports and notices pursuant to Rule 15c2-12. “Reserve Facility” means any insurance policy, letter of credit, surety bond, or other instrument issued by a Reserve Facility Provider, meeting the requirements set forth in Section 5.05, and delivered to the Trustee in satisfaction of all or a portion of the Bond Reserve Requirement applicable to one or more Series of Bonds.
“Reserve Facility Provider” means any issuer of a Reserve Facility. “Revenue Bond Index” means the Revenue Bond Index published from time to time in The Bond Buyer.
“Revenue Fund” means the fund by that name established pursuant to Section 5.01.

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“Rule 15c2-12” means Securities and Exchange Commission Rule 15c2-12, as supplemented and amended from time to time.
“Securities Depository” means The Depository Trust Company, or, in accordance with thencurrent guidelines of the Securities and Exchange Commission, such other securities depository, or no such depositories, as the Authority may designate in a Request of the Authority delivered to the Trustee.
“Serial Bonds” means Bonds, maturing in specified years, for which no Mandatory Sinking Account Payments are provided.
“Series,” whenever used herein with respect to Bonds, means all of the Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction regardless of variations in maturity, interest rate, redemption, and other provisions, and any Bonds thereafter authenticated and delivered upon transfer or exchange or in lieu of or in substitution for (but not to refund) such Bonds as herein provided.
“Series 2023 Bonds” means, collectively, the Indio Electric Financing Authority Electric Revenue Bond, Series 2023, authorized by, and at any time Outstanding pursuant to, this Indenture. “Servicing Agreement” means that certain Servicing Agreement, dated as of ____ 1, 2023, between IID and the Authority, as originally executed or as it may from time to time be supplemented or amended pursuant to the provisions thereof. “SIFMA Swap Index” means, on any date, a rate determined on the basis of the seven-day high grade market index of tax-exempt variable rate demand obligations, as produced by Municipal Market Data and published or made available by the Securities Industry & Financial Markets Association (formerly the Bond Market Association) (“SIFMA”) or by any Person acting in cooperation with or under the sponsorship of SIFMA and effective from such date. “Sinking Account” means an account by that name established in the Principal Fund pursuant to Section 5.04 for the payment of Term Bonds.
“Standard & Poor’s” or “S&P” means S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC, and its successors and assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Standard & Poor’s” or “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“State” means the State of California.
“Subordinate Obligations” means bonds, notes or other indebtedness of the Authority which are secured by a pledge and lien on the Pledged Revenues subordinate to the pledge of and lien on the Pledged Revenues securing the Bonds and the Parity Obligations and which are payable from the Pledged Revenues subordinate to payment with respect to the Bonds and the Parity Obligations. “Subsidy Bonds” means Bonds for which the Authority is entitled to receive Subsidy Payments.

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“Subsidy Payments” means payments with respect to the principal or interest or other regularly scheduled payment due on an Obligation made by the United States Treasury to the Trustee or the Authority pursuant to Section 54AA of the Code, Section 6431 of the Code, or Section 1400U2 of the Code or any successor to or extension or replacement of any of such provisions of the Code, or any provisions of the Code that create substantially similar direct-pay subsidy programs to such programs created pursuant to Section 54AA, Section 6431, or Section 1400U-2 of the Code, or pursuant to any other statutory or regulatory framework providing for a subsidy, reimbursement, grant or other payment from a governmental entity in connection with, or related to, payments of principal or interest or other regularly scheduled payments due on Obligations. “Supplemental Indenture” means any indenture hereafter duly executed and delivered, supplementing, modifying, or amending this Indenture, but only if and to the extent that such supplemental indenture is authorized hereunder.
“Surcharge” has the meaning ascribed to such term in the recitals to this Indenture. “Surcharge Resolution” has the meaning ascribed to such term in this Indenture. “Surcharge Revenues” means the revenues derived by the Surcharge charged by the Authority pursuant to the Surcharge Resolution and collected by the IID pursuant to the Servicing Agreement, minus any administrative fees imposed by the IID for its performance of its responsibilities under the Servicing Agreement and any amounts withheld by IID as a bad debt allowance.
“Swap Revenues” means all regularly-scheduled amounts (but not termination payments) owed or paid to the Authority by any Counterparty under any Interest Rate Swap Agreement after offset for the regularly-scheduled amounts (but not termination payments) owed or paid by Authority to such Counterparty under such Interest Rate Swap Agreement. “Tax Certificate” means each Tax Certificate delivered by the Authority at the time of issuance and delivery of a Series of Tax-Exempt Bonds, as the same may be amended or supplemented in accordance with its terms.
“Tax-Exempt Bonds” means Bonds for which the interest thereon is intended to be excluded from the gross income of the holders thereof (other than any holder who is a “substantial user” of facilities financed with such obligations or a “related person” within the meaning of Section 147(a) of the Code) for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating other tax liabilities, including any alternative minimum tax or environmental tax under the Code. “Term Bonds” means Bonds payable at or before their specified maturity date or dates from Mandatory Sinking Account Payments established for that purpose and calculated to retire such Bonds on or before their specified maturity date or dates. “Trust Estate” shall have the meaning given to such term in Section 5.01(A)(1). “Trustee” means U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, or its successor, as Trustee as provided in Section 8.01.

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“Variable Rate Indebtedness” means any indebtedness the interest rate on which is not fixed at the time of incurrence of such indebtedness, and has not at some subsequent date been fixed, at a numerical rate or rates for the entire term of such indebtedness.

SECTION 1.03. Content of Certificates.
(A) Every certificate provided for in this Indenture with respect to compliance with any provision hereof shall include (1) a statement that the person making or giving such certificate has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate is based; (3) a statement that, in the opinion of such person, he or she has made or caused to be made such examination or investigation as is necessary to enable him or her to express an informed opinion with respect to the subject matter referred to in the instrument to which his or her signature is affixed; and (4) a statement as to whether, in the opinion of such person, such provision has been complied with. (B) Any such certificate given by an officer of the Authority may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel, an accountant, a financial advisor, an investment banker, or an independent consultant unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion, or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel, an accountant, a financial advisor, an investment banker, or an independent consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority), upon a certificate or opinion of or representation by an officer of the Authority unless such counsel, accountant, financial advisor, investment banker, or independent consultant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same officer of the Authority, or the same counsel, accountant, financial advisor, investment banker, or independent consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel, accountants, financial advisors, investment bankers or independent consultants may certify to different matters.

ARTICLE II

THE BONDS
SECTION 2.01. Authorization of Bonds. Bonds may be issued hereunder as fully registered bonds without coupons, in book-entry form or otherwise, from time to time as the issuance thereof is approved by the Authority. The maximum principal amount of Bonds that may be issued hereunder is not limited; subject, however, to any limitations imposed by law and to the right of the Authority, which is hereby reserved, to limit the aggregate principal amount of Bonds that may be issued or Outstanding hereunder. The Bonds are designated generally as “Indio Electric Financing Authority Electric Revenue Bonds,” each Series thereof to bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series of Bonds. The Bonds may be issued in such Series as from time to time shall be established and authorized by the Authority, subject to the covenants, provisions, and conditions herein contained or contained in any Supplemental Indenture providing for the issuance of such Series of Bonds.

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SECTION 2.02. Terms of the Bonds.
(A) The Bonds of each Series shall bear interest, if any, at such rate or rates or determined in such manner and payable at such intervals as may be determined by the Authority at the time of issuance thereof pursuant to the Supplemental Indenture under which such Series is issued, not to exceed the Maximum Rate, and shall mature on such date or dates as the Authority may determine by the Supplemental Indenture creating such Series. Principal of and interest on such Bonds shall be payable on such date or dates in such manner as may be specified in the Supplemental Indenture creating such Series. The Bonds of each Series shall be issued in such denominations as may be authorized by the Supplemental Indenture creating such Series. (B) Unless otherwise provided in the Supplemental Indenture delivered in connection with such Series of Bonds, the Bonds of each Series shall be initially registered in the name of “Cede & Co.” as nominee of the Securities Depository and shall be evidenced by one bond certificate for each maturity of each Series of Bonds bearing interest at a particular rate of interest per annum (or method of interest rate determination). Unless otherwise provided in the Supplemental Indenture delivered in connection with such Series of Bonds, registered ownership of any Series of Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 2.10 or, in the event the use of the Securities Depository is discontinued, in accordance with the provisions set forth in Section 2.05.

SECTION 2.03. Form of Bonds. The Bonds of any Series shall be in such form or forms as may be specified in the Supplemental Indenture creating such Series.

SECTION 2.04. Execution of Bonds.
(A) The Bonds shall be executed in the name and on behalf of the Authority by the facsimile or manual signature of an Authorized Representative. Unless otherwise provided in any Supplemental Indenture, the Bonds shall then be delivered to the Trustee for authentication by the Trustee. In case one or more of the persons who shall have signed any of the Bonds as an officer of the Authority shall cease to be such an officer before the Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the Authority, such Bonds may nevertheless be authenticated, delivered, and issued and, upon such authentication, delivery, and issue, shall be as binding upon the Authority as though those who signed the same had continued to be such officers of the Authority, and also any Bond may be signed on behalf of the Authority by such persons as at the actual date of execution of such Bond shall be the proper officers of the Authority although at the nominal date of such Bond any such person shall not have been such officer of the Authority. (B) Except as may otherwise be provided in a Supplemental Indenture establishing the terms and provisions of a Series of Bonds, only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form recited in the Supplemental Indenture creating such Series of Bonds, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of authentication when manually executed by the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated, and delivered hereunder and are entitled to the benefits of this Indenture.

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SECTION 2.05. Transfer of Bonds.
(A) Any Bond may, in accordance with its terms, be transferred, upon the register required to be kept pursuant to the provisions of Section 2.07, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee.
(B) Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds of the same Series, tenor, maturity and interest rate and a like aggregate principal amount; provided that, unless otherwise provided in any Supplemental Indenture, no registration of transfer of any Bond or portion of a Bond so selected for redemption may occur during the period established by the Trustee for selection of Bonds for redemption. The Trustee shall require the Bondholder requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. (C) Prior to any transfer of any Bond or Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

SECTION 2.06. Exchange of Bonds. Bonds may be exchanged at the Corporate Trust Office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations of the same Series, tenor, maturity, and interest rate; provided that, unless otherwise provided in any Supplemental Indenture, no exchange may occur or of any Bond or portion of a Bond so selected for redemption during the period established by the Trustee for selection of Bonds for redemption. The Trustee shall require the Bondholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange.

SECTION 2.07. Bond Register. Unless otherwise provided in a Supplemental Indenture delivered in connection with a Series of Bonds, the Trustee shall keep or cause to be kept, at its Corporate Trust Office, sufficient books for the registration and transfer of each Series of Bonds, and the Trustee shall at all times keep the books open to inspection during normal business hours by the Authority and each Credit Enhancement Provider upon reasonable prior notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Bonds as hereinbefore provided.

SECTION 2.08. Temporary Bonds. The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery. Any temporary Bond may be printed, lithographed, or typewritten; shall be of such denomination as may be determined by the Authority; shall be in registered form; and may contain such reference to any of the provisions of this Indenture as may be appropriate. A temporary Bond may be in the form of a single Bond payable in installments, each on the date, in the amount, and at the rate of interest established for the Bonds maturing on such date. Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive

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Bonds. If the Authority issues temporary Bonds, the Authority will execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered for cancellation and exchanged for definitive Bonds at the Corporate Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations of the same Series, tenor, and maturity or maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

SECTION 2.09. Bonds Mutilated; Lost; Destroyed or Stolen. If any Bond shall become mutilated, the Authority shall execute, at the expense of the Holder of the Bond, and the Trustee shall thereupon authenticate and deliver, a new Bond of like Series, tenor, maturity, and interest rate in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by the Trustee and delivered to, or upon the Order of, the Authority. If any Bond shall be lost, destroyed, or stolen, evidence of such loss, destruction, or theft may be submitted to the Authority and to the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to both shall be given, the Authority shall execute, at the expense of the Holder, and the Trustee shall thereupon authenticate and deliver, a new Bond of like Series, tenor, maturity, and interest rate in lieu of and in substitution for the Bond so lost, destroyed, or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of the aforementioned indemnity). The Authority may require payment of an amount not exceeding the sum of the actual cost of preparing each new Bond issued under this Section 2.09 and the related expenses that may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section 2.09 in lieu of any Bond alleged to be lost, destroyed, or stolen shall constitute an original additional contractual obligation on the part of the Authority, whether or not the Bond so alleged to be lost, destroyed, or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds secured by this Indenture. Neither the Authority nor the Trustee shall be required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds that may be issued hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement Bond shall be treated as one and the same.

SECTION 2.10. Use of Securities Depository. Unless otherwise provided in a Supplemental Indenture delivered in connection with a Series of Bonds, the following provisions apply notwithstanding any provision of this Indenture to the contrary:
(A) The Bonds shall be delivered and registered as provided in Section 2.02. Registered ownership of any Series of Bonds, or any portion thereof, may not thereafter be transferred except:
(1) To any successor of the Securities Depository or its nominee, or to any substitute depository designated pursuant to Section 2.10(A)(2) (each, a “substitute depository”); provided that any successor of the Securities Depository or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it;
(2) To any substitute depository designated by the Authority upon (a) the resignation of the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository or (b) a determination by the Authority that the

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Securities Depository or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository, provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(3) To any Person designated by the Authority, upon (a) the resignation of the Securities Depository or its successor (or substitute depository or its successor) from its functions as depository, provided that no substitute depository can be obtained; or (b) to the extent permitted by law, a determination by the Authority that it is in the best interests of the Authority to remove the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository.
(B) In the case of any transfer pursuant to Section 2.10(A)(1) or 2.10(A)(2), upon receipt of the Outstanding Bonds by the Trustee, together with a Statement of the Authority to the Trustee, a single new Bond for each maturity of each Series of Bonds bearing a particular rate of interest per annum then Outstanding shall be executed and delivered in the aggregate principal amount of the Bonds of such Series then Outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Statement of the Authority.

In the case of any transfer pursuant to Section 2.10(A)(3), upon receipt of the Outstanding Bonds by the Trustee together with the Statement of the Authority to the Trustee, new Bonds of each Series then Outstanding shall be authorized and prepared by the Authority and authenticated and delivered by the Trustee in such authorized denominations and registered in the names of such Persons as are requested in such a Statement of the Authority, numbered in such manner as the Trustee shall determine, subject to the limitations of Section 2.02.
(C) In the case of partial redemption or an advance refunding of any Series of the Bonds evidencing all or a portion of such amount Outstanding, the Securities Depository shall make an appropriate notation on such Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee.
(D) The Authority and the Trustee shall be entitled to treat the Person in whose name any Bond is registered as the Bondholder thereof for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Authority; and the Authority and the Trustee shall have no responsibility for transmitting payments to, communicating with, or notifying or otherwise dealing with any Beneficial Owners of the Bonds. Neither the Authority nor the Trustee will have any responsibility or obligations, legal or otherwise, to the Beneficial Owners or to any other party including the Securities Depository or its successor (or substitute depository or its successor), except for the Holder of any Bond. (E) So long as the Outstanding Bonds are registered in the name of Cede & Co. or its registered assign, the Authority and the Trustee shall cooperate with Cede & Co. or its registered assign as sole registered Bondholder in effecting payment of the principal of, and redemption premium (if any), purchase price, and interest on, the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due.

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ARTICLE III

ISSUANCE OF BONDS
SECTION 3.01. Issuance of Bonds. Whenever the Authority shall determine to issue a Series of Bonds hereunder, the Authority (A) shall authorize the execution of a Supplemental Indenture specifying the principal amount and forms of the Bonds of such Series and providing the terms, conditions, distinctive designation, denominations, date, maturity date or dates, interest rate or rates (or the manner of determining the same), Maximum Rate (if such Series of Bonds constitutes Variable Rate Indebtedness), redemption provisions, tender provisions (if any), place or places of payment of principal, purchase price, or Redemption Price (if any) of, and interest on, such Bonds, and any other provisions respecting the Bonds of such Series not inconsistent with the terms of this Indenture; (B) shall execute such Supplemental Indenture; and (C) shall deliver such Supplemental Indenture to the Trustee for execution.

SECTION 3.02. Issuance of Additional Bonds. Subsequent to the issuance of the Series 2023 Bonds, the Authority may by Supplemental Indenture establish one or more additional Series of Bonds that, subject to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in this Indenture, are payable from the Trust Estate and secured by the pledge made under this Indenture equally and ratably with the Series 2023 Bonds, and the Authority may issue, and the Trustee may authenticate and deliver to the purchasers thereof, Bonds of any Series so established, in such principal amount as shall be determined by the Authority, but only, with respect to each additional Series of Bonds issued subsequent to the Series 2022 Bonds issued hereunder, upon compliance by the Authority with the provisions of this Section 3.02, Section 3.03, and any additional requirements set forth in the Supplemental Indenture each of which is hereby made a condition precedent to the issuance of any such additional Series of Bonds.
(A) No Event of Default shall have occurred and then be continuing (or the issuance of such additional Series of Bonds will cure any such Event of Default). (B) Subject to the provisions of Section 5.05, if a Supplemental Indenture providing for the issuance of such Series shall require either (1) the establishment of a Bond Reserve Fund to provide additional security for such Series of Bonds, or (2) that the balance on deposit in an existing Bond Reserve Fund be increased, forthwith upon the receipt of the proceeds of the sale of such Series, to an amount at least equal to the Bond Reserve Requirement with respect to such Series of Bonds and all other Bonds secured by such Bond Reserve Fund to be considered Outstanding upon the issuance of such additional Series of Bonds, then the Supplemental Indenture providing for the issuance of such additional Series of Bonds shall require deposit of the amount necessary. The deposit shall be made as provided in the Supplemental Indenture providing for the issuance of such additional Series of Bonds and may be made from the proceeds of the sale of such Series of Bonds or from other funds of the Authority or from both such sources or may be made in the form of a Reserve Facility.
(C) The aggregate principal amount of Bonds issued hereunder shall not exceed any limitation imposed by law or by any Supplemental Indenture.

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(D) The Authority shall deliver to the Trustee a Certificate setting forth that:
(1) The Pledged Revenues for the most recent audited Fiscal Year for which audited financial statements are available or for any other period of 12 consecutive months (selected by the Authority) during the 18 months immediately preceding the date on which such additional Series of Bonds will become Outstanding shall have been, as the case may be, as evidenced by both a calculation prepared by the Authority and a special report prepared by a Consultant on such calculation on file with the Authority, shall have produced a sum equal to at least [one hundred fifteen percent (115%) of the Debt Service] for such Fiscal Year; and
(2) The Pledged Revenues for the most recent audited Fiscal Year for which audited financial statements are available or for any other period of 12 consecutive months (selected by the Authority) during the 18 months immediately preceding the date on which such additional Series of Bonds will become Outstanding, as the case may be, including adjustments to give effect as of the first day of such Fiscal Year to increases or decreases in the amount of the Surcharge approved and in effect as of the date of calculation, as evidenced by a calculation prepared by the Authority, shall have produced a sum equal to at least one hundred fifteen percent (115%) of the Debt Service for such Fiscal Year plus the Debt Service which would have accrued on any Bonds issued or Parity Obligations incurred since the end of such Fiscal Year assuming such Bonds had been issued and such Parity Obligations had been incurred at the beginning of such Fiscal Year, plus the Debt Service which would have accrued had such Bonds been issued at the beginning of such Fiscal Year.

Nothing in this Section 3.02 or in this Indenture contained shall prevent or be construed to prevent the Supplemental Indenture providing for the issuance of an additional Series of Bonds from pledging or otherwise providing, in addition to the security given or intended to be given by this Indenture, additional security for the benefit of such additional Series of Bonds or any portion thereof.

SECTION 3.03. Proceedings for Issuance of Additional Bonds. Subsequent to the issuance of the Series 2022 Bonds, before any additional Series of Bonds shall be issued and delivered, the Authority shall deliver each of the following documents to the Trustee (upon which documents the Trustee may conclusively rely in determining whether the conditions precedent to the issuance of such Series of Bonds have been satisfied). A Supplemental Indenture authorizing such Series executed by the Authority.
(A) A Certificate of the Authority certifying (1) that no Event of Default has occurred and is then continuing (or the issuance of such additional Series of Bonds will cure any such Event of Default); and (2) that the requirements specified in Section 3.02(B), if applicable, and Section 3.02(C) hereof have been satisfied by the Authority. (B) A Certificate of the Authority pursuant to Section 3.02(D). (C) An Opinion of Bond Counsel to the effect that such Series of Bonds will be valid and binding obligations of the Authority when duly executed by the Authority and authenticated and delivered by the Trustee.

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SECTION 3.04. Issuance of Refunding Bonds. Refunding Bonds may be authorized and issued by the Authority without compliance with the provisions of Sections 3.02(D) or 3.03(C) provided that the Trustee shall have been provided with a Certificate of the Authority to the effect that the Debt Service on all Bonds Outstanding and all Parity Obligations outstanding following the issuance of such Refunding Bonds will not be increased by more than 5% in any Fiscal Year in which Bonds or Parity Obligations not being refunded are Outstanding. (A) Such Refunding Bonds may be issued in an aggregate principal amount sufficient (together with any additional funds available or to become available) to provide funds for the payment of all or a portion of the following:
(1) the principal or Redemption Price or purchase price of the Outstanding Bonds or outstanding Parity Obligations to be refunded;
(2) all expenses incident to the calling, retiring, or paying of such Outstanding Bonds or outstanding Parity Obligations and the Costs of Issuance of such Refunding Bonds; (3) any termination payment owed by the Authority to a Counterparty after offset for any payments made to the Authority from such Counterparty under any Interest Rate Swap Agreement that was entered into in connection with the Bonds or Parity Obligations to be refunded or in connection with or anticipation of the issuance of the Refunding Bonds; (4) interest on all Outstanding Bonds or outstanding Parity Obligations to be refunded to the date such Bonds or Parity Obligations will be called for redemption or paid at maturity;
(5) interest on the Refunding Bonds from the date thereof to the date of payment or redemption of the Bonds or Parity Obligations to be refunded; and (6) funding a Bond Reserve Fund for the Refunding Bonds, if required. (B) Before such Series of Refunding Bonds shall be issued and delivered pursuant to this Section 3.04, the Authority shall deliver each of the documents identified below to the Trustee (upon which documents the Trustee may conclusively rely in determining whether the conditions precedent to the issuance of such Series of Refunding Bonds have been satisfied):
(1) A Supplemental Indenture authorizing such Series of Refunding Bonds executed by the Authority.
(2) A Certificate of the Authority pursuant to Section 3.04(A). (3) A Certificate of the Authority certifying that the requirements of Sections

3.02(A), 3.02(B), if applicable, and 3.02(C) are satisfied. (4) An Opinion of Bond Counsel to the effect that such Series of Refunding Bonds will be valid and binding obligations of the Authority when duly executed by the Authority and authenticated and delivered by the Trustee. (C) The proceeds of the sale of the Refunding Bonds shall be applied by the Trustee according to the written direction of the Authority to the retirement of the Outstanding Bonds or

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Parity Obligations for the refunding of which the Refunding Bonds are to be issued. All Bonds or Parity Obligations purchased, redeemed, or retired by use of funds received from the sale of Refunding Bonds, and all Bonds surrendered to the Trustee against the issuance of Refunding Bonds, shall be forthwith canceled and shall not be reissued.
(D) Notwithstanding the other provisions of this Section 3.04, the Authority may issue any Series of Bonds for the purposes of providing funds for the payment of any item described in Section 3.04(A)(1) through 3.04(A)(6) by satisfying the requirements of Sections 3.02 and 3.03 instead of the requirements of this Section 3.04.

SECTION 3.05. Limitations on the Issuance of Obligations Payable from the Trust Estate; Parity Obligations. So long as any of the Bonds are Outstanding, the Authority shall not issue or incur any obligations or securities payable in whole or in part from the Trust Estate (including the Pledged Revenues) on a basis senior to, or on parity with, the Bonds and Parity Obligations, howsoever denominated, except as follows: Bonds authorized pursuant to Sections 3.01 and 3.02. (A) Refunding Bonds authorized pursuant to Section 3.04. (B) Parity Obligations, provided that all of the following conditions to the issuance or incurrence of such Parity Obligations are satisfied on or as of the date on which the Authority issues or incurs such Parity Obligations:
(1) No Event of Default shall have occurred and then be continuing (or the issuance or incurrence of such Parity Obligations will cure any such Event of Default), as evidenced by the delivery to the Trustee of a Certificate of the Authority to that effect. (2) The Authority shall deliver to the Trustee a Certificate of the Authority, which Certificate of the Authority shall also set forth the computations upon which such Certificate of the Authority is based, demonstrating one of the following:
(a) Such Parity Obligations are being issued or incurred for purposes of refunding as described in Section 3.04(A), and Debt Service on all Bonds Outstanding and all Parity Obligations outstanding following the issuance or incurrence of such Parity Obligations will not be increased by more than 5% in any Fiscal Year in which Bonds or Parity Obligations not being refunded are Outstanding. (b) The requirements set forth in Section 3.02(D) have been satisfied with respect to the issuance or incurrence of such Parity Obligations; provided, however that if the Parity Obligation being issued or incurred consists of an Interest Rate Swap Agreement that relates to a Series of Bonds or Parity Obligations (excluding fees and expenses and termination payments on such Interest Rate Swap Agreement), the Authority shall be deemed to have complied with the requirements of this Section 3.05(C)(2)(b) with respect to such Interest Rate Swap Agreement to the extent that the Series of Bonds or Parity Obligations to which the Interest Rate Swap Agreement relates (i) satisfies the requirements of Section 3.02(D) after taking into account the adjustment of Debt Service on such Series of Bonds or Parity Obligations to reflect the impact of the Interest Rate Swap Agreement (in the case of Interest Rate Swap Agreements entered into concurrently with, or subsequent to, the issuance of such Bonds or Parity Obligations); or (ii) is expected to satisfy the requirements of

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Section 3.02(D) after taking into account the adjustment of Debt Service on such Series of Bonds or Parity Obligations to reflect the impact of the Interest Rate Swap Agreement (in the case of Interest Rate Swap Agreements entered into in advance of the issuance of such Bonds or Parity Obligations).
(c) Such Parity Obligations consist of Reimbursement Obligations relating to Bonds or Parity Obligations.

Nothing contained in this Indenture shall limit the ability of the Authority to issue or incur obligations payable from the Trust Estate or any portion thereof (including the Pledged Revenues) on a basis that is subordinate in both payment and lien priority to the Bonds and Parity Obligations.

SECTION 3.06. Application of Proceeds. Proceeds of each Series of Bonds shall be applied as specified in the Supplemental Indenture pursuant to which such Series of Bonds is issued.

SECTION 3.07. Designation of Parity Obligations. The Authority shall designate additional Parity Obligations in the instrument providing for the issuance or incurrence of such Parity Obligations concurrently with the issuance or incurrence of such Parity Obligations.

ARTICLE IV

REDEMPTION, TENDER AND PURCHASE OF BONDS
SECTION 4.01. Terms of Redemption, Tender and Purchase. Each Series of Bonds may be made subject to redemption or tender and purchase prior to the stated maturities, as a whole or in part, at such time or times, upon such terms and conditions, and upon such notice and with such effect as may be provided in the Supplemental Indenture establishing the terms and provisions of such Series of Bonds.

SECTION 4.02. Notice of Redemption.
(A) Unless otherwise specified in a Supplemental Indenture establishing the terms and provisions of a Series of Bonds, each notice of redemption shall be given by the Trustee to each Holder and the Repository not less than 20 nor more than 60 days prior to the redemption. A copy of such notice shall also be provided to each of the Notice Parties with respect to Series of Bonds to which such notice relates. Notice of redemption to the Holders, the Repository, and the applicable Notice Parties shall be given by first-class mail, electronic means, or such other method as may be authorized with respect to a Series of Bonds in the Supplemental Indenture creating such Series of Bonds. Each notice of redemption shall state the date of such notice, the date of issue of the Series of Bonds to which such notice relates, the redemption date, the Redemption Price, the place or places of redemption (including the name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, in the case of Bonds to be redeemed in part only, the portions of the principal amount thereof to be redeemed. Each such notice shall also state that on the redemption date there will become due and payable on each of the Bonds the Redemption Price thereof (or of the specified portion of the principal amount thereof in the case of a Bond to be redeemed in part only) together with interest accrued thereon to the date fixed for redemption, that from and after such redemption date interest thereon shall cease to accrue, and that such Bonds shall be surrendered on the redemption date at the address or addresses of the Trustee specified in the redemption notice. Neither the Authority nor the Trustee shall have any responsibility for any defect

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in the CUSIP number that appears on any Bond or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Authority nor the Trustee shall be liable for any inaccuracy in such CUSIP numbers. (B) The sufficiency or validity of the proceedings for redemption shall not be affected by the Trustee’s failure to give notice to any Notice Party or the Repository; or by the failure of any Holder, any Notice Party, or any Repository to receive notice; or by any defect in any such notice. (C) With respect to any notice of optional redemption of Bonds delivered pursuant to this Section 4.02 or any provision of any Supplemental Indenture, unless, upon the giving of such notice, such Bonds shall be deemed to have been paid within the meaning of Article X, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of amounts sufficient to pay the principal of, and premium (if any) and interest on, such Bonds to be redeemed and that if such amounts shall not have been so received the notice shall be of no force and effect and the Authority shall not be required to redeem such Bonds.

The Authority may also instruct the Trustee to provide conditional notice of optional redemption, which may be conditioned on the occurrence of any other event if such notice states that if such event does not occur the notice shall be of no force and effect and the Authority shall not be required to redeem such Bonds. In the event that such notice of optional redemption contains such a condition and such amounts are not so received or such event does not occur, the optional redemption shall not be made and the Trustee shall within a reasonable time thereafter give notice to the Holders to the effect that such amounts were not so received or such event did not occur and such redemption was not made, such notice to be given by the Trustee in the manner in which the notice of redemption was given. Such failure to optionally redeem such Bonds shall not constitute an Event of Default. (D) Any notice of optional redemption given pursuant to this Section 4.02 may be rescinded by written notice or electronic means given to the Trustee by the Authority no later than five Business Days prior to the date specified for redemption. The Trustee shall give notice of such rescission as soon thereafter as practicable in the same manner, and to the same Persons, as notice of such redemption was given pursuant to this Section 4.02.

SECTION 4.03. Partial Redemption of Bonds. Upon surrender of any Bond redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Authority, a new Bond or Bonds of authorized denominations, and of the same Series and maturity, equal in aggregate principal amount to the unredeemed portion of the Bond surrendered.

SECTION 4.04. Effect of Redemption. Notice of redemption having been duly given pursuant to Section 4.02, and moneys for payment of the Redemption Price of, together with interest accrued to the redemption date on, the Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice together with interest accrued thereon to the redemption date, interest on the Bonds (or portions thereof) so called for redemption shall cease to accrue, the Bonds (or portions thereof) shall cease to be entitled to any benefit or security under this Indenture and the Holders of the Bonds (or portions thereof) shall have no rights in respect thereof except to receive payment of the Redemption Price and accrued interest to the date fixed for redemption from funds held by the Trustee for such payment and such funds are hereby pledged to such payment.

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All Bonds redeemed pursuant to the provisions of this Article shall be canceled upon surrender thereof.

ARTICLE V
PLEDGE OF TRUST ESTATE; ESTABLISHMENT AND

APPLICATION OF FUNDS AND ACCOUNTS
SECTION 5.01. Pledge of Trust Estate; Revenue Fund.
(A) As security for the payment of all amounts owing on the Bonds and Parity Obligations, Authority hereby irrevocably pledges to the Trustee:
(1) (i) all Pledged Revenues; (ii) all amounts, including proceeds of the Bonds, held on deposit in the funds and accounts established hereunder (other than the Rebate Fund, all Letter of Credit Funds, and all Purchase Funds), (iii) all investment earnings on amounts held by the Trustee in the funds and accounts established hereunder (other than the Rebate Fund, all Letter of Credit Funds, and all Purchase Funds); and (iv) all proceeds of the foregoing whether now existing or hereafter arising (clauses (i) through (iv) of this Section

5.01(A)(1), collectively, the “Trust Estate”) subject to the provision of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in this Indenture. The collateral identified above shall immediately be subject to this pledge, and this pledge shall constitute a first lien on and security interest in such collateral which shall immediately attach to the collateral and be effective, binding and enforceable against the Authority and all others asserting the rights therein, to the extent set forth, and in accordance with, this Indenture irrespective of whether those parties have notice of this pledge and without the need for any physical delivery, recordation, filing or further act. The pledge of the Trust Estate herein made shall be irrevocable until all of the Bonds, all Parity Obligations and amounts owed in connection with the Bonds and Parity Obligations are no longer Outstanding. All Bonds and Parity Obligations shall be of equal rank without preference, priority or distinction of any Bonds and Parity Obligations over any other Bonds and Parity Obligations.
(2) The Authority shall cause Surcharge Revenues to be transmitted by IID directly to the Trustee. The Trustee shall then deposit such Surcharge Revenues in a trust fund, designated as the “Revenue Fund,” which fund the Trustee shall establish and maintain hereunder. The Surcharge Revenues and all other amounts deposited into the Revenue Fund pursuant to this Section 5.01(A), shall be received and held in trust by the Trustee for the benefit of the Holders of the Bonds and the Parity Obligations and shall be disbursed, allocated and applied solely for the uses and purposes set forth in this Indenture. Investment income on amounts held by the Trustee hereunder (other than amounts held in the Rebate Fund or for which particular instructions, such as with respect to a Project Fund, a Letter of Credit Account or a Purchase Fund, are provided in a Supplemental Indenture), shall also be deposited in the Revenue Fund. All moneys at any time held in the Revenue Fund shall be held in trust for the benefit of the Holders of the Bonds and the holders of Parity Obligations and shall be disbursed, allocated and applied solely for the uses and purposes set forth in this Indenture. The obligation of Authority to make payments of principal of, interest on and redemption premium of Bonds and Parity Obligations shall be an absolute obligation.

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(3) The Trustee shall hold all funds and accounts established hereunder and required to be held by the Trustee (other than the Rebate Fund, all Letter of Credit Funds, and all Purchase Funds), and all investments, money, instruments, and other property credited thereto or on deposit therein, in trust for the benefit of the holders of the Bonds. Such property shall be applied solely as provided in this Indenture. (B) The Bonds are limited obligations of the Authority and are payable as to both principal or purchase price and interest, and any premium upon redemption thereof, exclusively from the Trust Estate pledged hereunder and as provided herein.

SECTION 5.02. Allocation of Moneys in the Revenue Fund. (A) So long as any Bonds are Outstanding and Parity Obligations and all other amounts payable hereunder remain unpaid, the Trustee shall set aside in each month following receipt of the Surcharge Revenues the moneys in the Revenue Fund in the following respective funds (each of which the Trustee shall establish, maintain and hold in trust for the benefit of the Holders of the Bonds and, as and to the extent applicable, the holders of Parity Obligations) in the following amounts, in the following order of priority, the requirements of each such fund (including the making up of any deficiencies in any such fund resulting from lack of Pledged Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any deposit is made to any fund subsequent in priority; provided that on a parity with such deposits the Trustee may set aside or transfer amounts with respect to any outstanding Parity Obligations as provided in the proceedings for such Parity Obligations delivered to the Trustee pursuant to Section 3.05 (which shall be proportionate in the event such amounts are insufficient to provide for all deposits required as of any date to be made with respect to the Bonds and such Parity Obligations); provided further that payments on Interest Rate Swap Agreements that are payable on a parity with the Bonds shall be payable from the Interest Fund and the required deposits below shall be adjusted to include payments on such Interest Rate Swap Agreements in accordance with Section 5.09:
(1) Interest Fund. Upon the receipt of Surcharge Revenues in each month, the Trustee shall set aside in the Interest Fund Pledged Revenues until the amount on deposit in the Interest Fund is equal to the aggregate amount of interest becoming due and payable on the Outstanding Bonds during the then-current Bond Year (excluding any interest for which there are moneys deposited in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay such interest on the Interest Payment Date). No deposit need be made into the Interest Fund with respect to any Bonds if the amount contained therein is at least equal to the interest to become due and payable on each remaining Interest Payment Date occurring during the then-current Bond Year. On the final Interest Payment Date of the then-current Bond Year, any excess amounts in the Interest Fund not needed to pay interest on such Interest Payment Date shall be transferred to the Revenue Fund (excepting any moneys deposited in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay interest on any future Interest Payment Dates following such Interest Payment Date).

If Liquidity Facility Bonds are outstanding at the time of any required deposits to the Interest Fund, such deposits shall take into account and include the Liquidity Facility Rate on Liquidity Facility Bonds required by the Liquidity Facility then in effect with respect to such Bonds.

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All Swap Revenues received by the Authority with respect to Interest Rate Swap Agreements that are Parity Obligations shall be transferred by Authority to the Trustee and deposited in the Interest Fund and credited to the above required deposits. All Subsidy Payments received by Authority shall be transferred by Authority to the Trustee and deposited in the Interest Fund and credited to the above required deposits. (2) Principal Fund; Sinking Accounts. Upon the receipt of Surcharge Revenues in each month, the Trustee shall set aside in the Principal Fund Pledged Revenues until the amount on deposit in the Principal Fund is equal to (a) the aggregate amount of Bond Obligation becoming due and payable on during the then current Bond Year on the Outstanding Serial Bonds of all Series plus (b) the aggregate of the Mandatory Sinking Account Payments to be paid during the then current Bond Year into the Sinking Accounts for the Term Bonds of all Series. If, however, the Authority certifies to the Trustee that any principal payments are expected to be paid from amounts on deposit in a Bond Reserve Fund that would be in excess of the Bond Reserve Requirement applicable to such Reserve Fund upon such payment, no amounts need be set aside towards such principal to be so refunded or paid. All of the aforesaid deposits made in connection with Mandatory Sinking Account Payments shall be made without priority of any payment over any other such payment.

No deposit need be made into the Principal Fund on any date so long as there shall be in such fund (a) moneys sufficient to pay the Bond Obligations of all Serial Bonds issued hereunder and then Outstanding and maturing by their terms during the then-current Bond Year plus (b) the aggregate of all Mandatory Sinking Account Payments required to be made during the then-current Bond Year. On the final Principal Payment Date occurring during the then-current Bond Year or as soon as practicable thereafter, any excess amounts in the Principal Fund not needed to pay Bond Obligation or Mandatory Sinking Account Payments on such Principal Payment Date shall be transferred to the Revenue Fund.

If any Liquidity Facility Bonds are outstanding at the time of any required deposits to the Principal Fund, such deposits shall take into account and include any amortizations or redemptions of any Liquidity Facility Bonds required by the Liquidity Facility then in effect with respect to such Bonds. For purposes of the provisions above relating to the Principal Fund, Liquidity Facility Bonds shall be treated as Serial Bonds with maturity dates on the payment dates of any amortization or redemptions.
(3) Reserve Funds. Upon the occurrence of any deficiency in any Reserve Fund, the Trustee shall make such deposit to such Reserve Fund, as is required pursuant to Section

5.05(F), each such deposit to be made as soon as possible in each month, until the balance therein is at least equal to the applicable Bond Reserve Requirement. (4) Subordinate Obligations. Upon the receipt of Surcharge Revenues in each month, the Trustee shall transfer to the applicable trustee or the payee for the respective Subordinate Obligations Pledged Revenues until the aggregate amount transferred to such trustee or payee is equal to the aggregate amount of principal and interest coming due on the outstanding Subordinate Obligations during the then-current Bond Year. (B) If no Event of Default has occurred and is continuing and all payments then due and payable by the Authority pursuant to this Indenture have been paid, then, except as the Authority shall otherwise direct in writing or as is otherwise provided in a Supplemental Indenture, amounts

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remaining in the Revenue Fund after all transfers currently required to be made by paragraphs

5.02(A)(1), 5.02(A)(2), 5.02(A)(3) and 5.02(A)(4) shall be transferred to the Authority on the same Business Day or as soon as practicable thereafter, to be used by the Authority for any lawful purpose and after such transfer to the Authority, such amounts shall be released from the lien of this Indenture and shall no longer constitute “Pledged Revenues” hereunder.

SECTION 5.03. Application of Interest Fund. All amounts in the Interest Fund shall be used and withdrawn by the Trustee solely for the purposes of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to this Indenture) or reimbursing the Credit Enhancement Provider for a drawing for such purposes made on a Credit Enhancement that is an irrevocable, direct-pay letter of credit. If amounts on deposit in the Interest Fund shall not be sufficient to pay in full all amounts payable from the Interest Fund, such amounts shall be applied pro rata (based on the total amount on deposit in the Interest Fund and payments then due).

SECTION 5.04. Application of Principal Fund.
(A) All amounts in the Principal Fund shall be used and withdrawn by the Trustee solely for the purposes of paying the Bond Obligation of the Bonds when due and payable, except that all amounts in the Sinking Accounts shall be used and withdrawn by the Trustee solely to purchase or redeem or pay at maturity Term Bonds, as provided herein, or for reimbursing the Credit Provider for a drawing for such purposes made on a Credit Enhancement that is an irrevocable, direct-pay letter of credit. If amounts on deposit in the Principal Fund shall not be sufficient to pay in full all amounts payable from the Principal Fund, such amounts shall be applied pro rata (based on the total amount on deposit in the Principal Fund and payments then due). (B) The Trustee shall establish and maintain within the Principal Fund a separate account for the Term Bonds of each Series and maturity, designated as the “_____ Sinking Account,” inserting therein the Series and maturity designation of such Bonds. Not later than the date upon which a Mandatory Sinking Account Payment is due, the Trustee shall transfer the amount of such Mandatory Sinking Account Payment (being the principal thereof, in the case of Current Interest Bonds, and the Accreted Value, in the case of Capital Appreciation Bonds) from the Principal Fund to the applicable Sinking Account. With respect to each Sinking Account, on each Mandatory Sinking Account Payment date established for such Sinking Account, the Trustee shall apply the Mandatory Sinking Account Payment required on that date to the redemption (or payment at maturity, as the case may be) of Term Bonds of such Series and maturity for which such Sinking Account was established, in the manner provided in this Indenture or the Supplemental Indenture pursuant to which such Series of Bonds was created; provided that, at any time prior to giving such notice of such redemption, the Trustee shall, upon receipt of a Request of the Authority, apply moneys in such Sinking Account to the purchase of Term Bonds of such Series and maturity at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as is directed by the Authority, except that the purchase price (excluding accrued interest, in the case of Current Interest Bonds) shall not exceed the principal amount or Accreted Value thereof. If, during the 12-month period (or sixmonth period with respect to Bonds having semi-annual Mandatory Sinking Account Payments) immediately preceding the Mandatory Sinking Account Payment date, the Trustee has purchased Term Bonds of such Series and maturity with moneys in such Sinking Account, or, during that period and prior to giving notice of redemption, the Authority has deposited Term Bonds of such Series and maturity with the Trustee, or Term Bonds of such Series and maturity were at any time purchased or

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redeemed by the Trustee from the Redemption Fund and allocable to the Mandatory Sinking Account Payment, such Term Bonds so purchased or deposited or redeemed shall be applied, to the extent of the full principal amount thereof, to reduce the Mandatory Sinking Account Payment. All Term Bonds purchased or deposited pursuant to this Section 5.04(B) shall be cancelled by the Trustee and destroyed by the Trustee, and a certificate of destruction shall be delivered to the Authority by the Trustee. Any amounts remaining in a Sinking Account each year following the redemption of the Term Bonds for which such account was established shall be withdrawn by the Trustee and transferred as soon as practicable to the Revenue Fund. All Term Bonds purchased from a Sinking Account or deposited by the Authority with the Trustee shall be allocated as a credit against such future Mandatory Sinking Account Payments for such Term Bonds as shall be specified in a Request of the Authority to the Trustee which shall also include a revised schedule of Mandatory Sinking Account Payments for such Term Bonds. All Term Bonds redeemed by the Trustee from the Redemption Fund shall be credited to such future Mandatory Sinking Account Payments for such Term Bonds as shall be specified in a Request of the Authority to the Trustee which shall also include a revised schedule of Mandatory Sinking Account Payments for such Term Bonds.

SECTION 5.05. Establishment, Funding and Application of Bond Reserve Funds. (A) The Authority may at its sole discretion at the time of issuance of any Series of Bonds or at any time thereafter by Supplemental Indenture provide for the establishment of a Bond Reserve Fund as security for one or more Series of Bonds. Any Bond Reserve Fund so established by the Authority shall secure one or more Series of Bonds as the Authority shall determine and shall specify in the Supplemental Indenture establishing such Bond Reserve Fund. Any Bond Reserve Fund established by the Authority shall be held by the Trustee and, except as otherwise provided in the Supplemental Indenture establishing such Bond Reserve Fund, shall comply with the requirements set forth in this Section 5.05.
(B) In lieu of making the Bond Reserve Requirement deposit applicable to one or more Series of Bonds in cash or in replacement of moneys then on deposit in a Bond Reserve Fund (which, subject to Section 6.08, shall be transferred by the Trustee to the Authority), or in substitution of any Reserve Facility that is part of the Bond Reserve Requirement relating to one or more Series of Bonds, the Authority may, at any time and from time to time, deliver to the Trustee an irrevocable, direct-pay letter of credit issued by a financial institution having a long-term rating at the time of delivery of such letter of credit in one of the two highest Rating Categories from at least one Rating Agency, in an amount, that, together with cash, Investment Securities, or other Reserve Facilities (as described in Section 5.05(C)) then on deposit in a Bond Reserve Fund, will equal the applicable Bond Reserve Requirement. Such letter of credit shall have a term no less than three years or, if less, the final maturity of the Bonds in connection with which such letter of credit was obtained and shall provide by its terms that it may be drawn upon as provided in this Section 5.05. At least one year prior to the stated expiration of such letter of credit, the Authority shall deliver one of the following to the Trustee: (1) a replacement letter of credit; (2) an extension of the letter of credit for at least one additional year or, if less, the final maturity of the Bonds in connection with which such letter of credit was obtained; or (3) a Reserve Facility satisfying the requirements of Section 5.05(C). Upon delivery of such replacement letter of credit, extension or replacement Reserve Facility, the Trustee shall deliver the then-effective letter of credit to or upon the Order of the Authority. If the Authority shall fail to deposit a replacement letter of credit, extension or replacement Reserve Facility with the Trustee, the Authority shall immediately commence to make monthly deposits with the Trustee so that an amount equal to the applicable Bond Reserve Requirement will be on deposit in the related Bond Reserve Fund no later than the stated expiration date of the letter of credit. If an amount equal

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to the applicable Bond Reserve Requirement as of the date following the expiration of the letter of credit is not on deposit in a Bond Reserve Fund one week prior to the expiration date of the letter of credit (excluding from such determination the letter of credit), the Trustee shall draw on the letter of credit to fund the deficiency resulting therefrom in such Reserve Fund. (C) In lieu of making a Bond Reserve Requirement deposit in cash or in replacement of moneys then on deposit in a Bond Reserve Fund (which, subject to Section 6.08, shall be transferred by the Trustee to the Authority) or in substitution of any Reserve Facility that is part of a Bond Reserve Requirement for any Bonds, the Authority may, at any time and from time to time, deliver to the Trustee a surety bond or an insurance policy in an amount that, together with moneys, Investment Securities, or other Reserve Facilities then on deposit in a Bond Reserve Fund, is no less than the applicable Bond Reserve Requirement. Such surety bond or insurance policy shall be issued by an insurance company having a long-term rating at the time of delivery of such surety bond or insurance policy in one of the two highest Rating Categories from at least one Rating Agency. Such surety bond or insurance policy shall have a term of no less than the final maturity of the Bonds in connection with which such surety bond or insurance policy is obtained and shall be non-cancellable.

In the event that such surety bond or insurance policy for any reason lapses or expires, the Authority shall immediately implement clause (1) or (3) in Section 5.05(B) or make the 12 equal monthly deposits to the related Reserve Fund so that such Reserve Fund is replenished to the required level after a year.
(D) Subject to Section 5.05(F), all amounts in a Bond Reserve Fund (including all amounts that may be obtained from a Reserve Facility on deposit in such Bond Reserve Fund) shall be used and withdrawn by the Trustee, as follows:
(1) for the purpose of making up any deficiency in the Interest Fund or the Principal Fund relating to the Bonds of the Series to which such Bond Reserve Fund relates; or
(2) together with any other moneys available therefor,
(a) for the payment or redemption of all Bonds then Outstanding of the Series to which such Bond Reserve Fund relates; or
(b) for the defeasance or redemption of all or a portion of the Bonds then Outstanding of the Series to which such Bond Reserve Fund relates, provided, however, that if funds on deposit in such Bond Reserve Fund are applied to the defeasance or redemption of a portion of the Series of Bonds to which such Bond Reserve Fund relates, the amount on deposit in such Bond Reserve Fund immediately subsequent to such partial defeasance or redemption shall equal the Bond Reserve Requirement applicable to all Bonds of such Series Outstanding immediately subsequent to such partial defeasance or redemption; or (c) for the payment of the final principal and interest payment of the Bonds of such Series.

Unless otherwise directed in a Supplemental Indenture establishing the provisions of a Series of Bonds, the Trustee shall apply amounts held in cash or Investment Securities in a Bond Reserve Fund prior to applying amounts held in the form of Reserve Facilities in such Bond Reserve Fund. If

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the Trustee has applied all cash and Investment Securities and more than one Reserve Facility is being held on deposit in a Bond Reserve Fund, then the Trustee shall, on a pro rata basis with respect to the portion of such Bond Reserve Fund held in the form of Reserve Facilities (calculated by reference to the maximum amount of each such Reserve Facility), draw under each Reserve Facility issued with respect to such Bond Reserve Fund, in a timely manner, and pursuant to the terms of such Reserve Facility, to the extent necessary in order to obtain sufficient funds on or prior to the date such funds are needed to pay the Bond Obligation of, Mandatory Sinking Account Payments with respect to, and interest on the Bonds of the Series to which such Bond Reserve Fund relates when due. In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Holder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee, pursuant to the terms of, and if so provided by, the terms of the Reserve Facility, if any, enhancing the Bonds of such Series, shall so notify the Authority thereof and draw on such Reserve Facility to the lesser of the extent required or the maximum amount of such Reserve Facility in order to pay to such Holders the principal and interest so recovered. (E) The Trustee shall notify the Authority of any deficiency in a Bond Reserve Fund (1) due to a withdrawal from such Bond Reserve Fund for purposes of making up any deficiency in the Interest Fund or the Principal Fund relating to the Bonds of the Series to which such Bond Reserve Fund relates or (2) resulting from a valuation of Investment Securities held on deposit in a Bond Reserve Fund pursuant to Section 5.08 and shall request that the Authority replenish such deficiency or repay any and all obligations due and payable under the terms of any Reserve Facility that is part of any Bond Reserve Requirement. Upon receipt of such notification from the Trustee, the Authority shall instruct the Trustee to commence setting aside in each month following receipt of Surcharge Revenues for deposit in the applicable Bond Reserve Fund an amount equal to onetwelfth of the aggregate amount of each unreplenished prior withdrawal from such Bond Reserve Fund or decrease resulting from a valuation pursuant to Section 5.08 and shall further transfer to the Trustee to transfer by the Trustee to each Reserve Facility Provider providing a Reserve Facility satisfying a portion of the Bond Reserve Requirement relating to the Bonds of the Series to which such Reserve Fund relates, an amount equal to one-twelfth of the aggregate amount of any unreplenished prior withdrawal on such Reserve Facility, such amount to be transferred by the Trustee as promptly as possible after receipt of the Surcharge Revenues each month, commencing with the month following the Authority’s receipt of notification from the Trustee of withdrawal or decrease resulting from a valuation, as applicable, until the balance on deposit in such Bond Reserve Fund is at least equal to the applicable Bond Reserve Requirement. (F) Unless the Authority shall otherwise direct in writing, any amounts in a Bond Reserve Fund in excess of the applicable Bond Reserve Requirement shall be transferred by the Trustee to the Revenue Fund on January 1 and July 1 of each year (or the next succeeding Business Day if any such day is not a Business Day) for the Series of Bonds to which such Bond Reserve Fund relates; provided that such amounts shall be transferred only from available sources held in such Bond Reserve Fund other than any Reserve Facility. In addition, amounts on deposit in a Bond Reserve Fund shall be transferred by the Trustee to the Authority (1) upon the defeasance, retirement or refunding of Bonds of the Series to which such Bond Reserve Fund relates provided that such transfer shall not be made unless (a) immediately thereafter all of the Bonds to which such Bond Reserve Fund relates shall be deemed to have been paid pursuant to Article X or (b) the amount remaining in such Reserve Fund after such transfer shall not be less than the applicable Bond Reserve Requirement; or (2) upon the replacement of cash on deposit in a Bond Reserve Fund with

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one or more Reserve Facilities in accordance with Section 5.05(B) or Section 5.05(C), subject in the case of both clauses (1) and (2) to the requirements of any applicable Tax Certificate.

SECTION 5.06. Application of Redemption Fund. The Trustee shall establish, maintain, and hold in trust a special fund designated as the “Redemption Fund.” All moneys deposited by the Authority with the Trustee for the purpose of optionally redeeming Bonds of any Series shall, unless otherwise directed by the Authority, be deposited in the Redemption Fund. All amounts deposited in the Redemption Fund shall be used and withdrawn by the Trustee solely for the purpose of redeeming Bonds of such Series and maturity as shall be specified by the Authority in a Request to the Trustee, in the manner, at the times, and upon the terms and conditions specified in the Supplemental Indenture pursuant to which the Series of Bonds was created; provided that, at any time prior to giving such notice of redemption, the Trustee shall, upon receipt of a Request of the Authority, apply such amounts to the purchase of Bonds at public or private sale, as and when and at such prices (including brokerage and other charges but excluding, in the case of Current Interest Bonds, accrued interest, which is payable from the Interest Fund) as is directed by the Authority, except that the purchase price (exclusive of any accrued interest) may not exceed the Redemption Price or Accreted Value then applicable to such Bonds. All Term Bonds purchased or redeemed from the Redemption Fund shall be allocated to Mandatory Sinking Account Payments applicable to such Series and maturity of Term Bonds as shall be specified in a Request of the Authority to the Trustee which shall also include a revised schedule of Mandatory Sinking Account Payments for such Term Bonds. The Trustee may establish accounts within the Redemption Fund to facilitate the redemption of a Series of Bonds.

SECTION 5.07. Rebate Fund.
(A) Upon receipt of funds to be applied to the Rebate Requirement, the Trustee shall establish and maintain separately from any other fund established and maintained hereunder, a fund designated as the Rebate Fund. Within the Rebate Fund, the Trustee shall maintain such accounts as shall be necessary in order to comply with the terms and requirements of each Tax Certificate as directed in writing by the Authority. Subject to the transfer provisions provided in Section 5.07(D), all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement, for payment to the United States of America, and neither the Trustee nor any Holder nor any other Person shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Indenture and by the applicable Tax Certificate. The Authority hereby covenants to comply with the directions contained in each Tax Certificate, and the Trustee hereby covenants to comply with all written instructions of the Authority delivered to the Trustee pursuant to each Tax Certificate (which instructions shall state the actual amounts to be deposited in or withdrawn from the Rebate Fund and shall not require the Trustee to make any calculations with respect thereto). The Trustee shall be deemed conclusively to have complied with the provisions of this Section 5.07(A) if it follows such instructions of the Authority, and the Trustee shall have no liability or responsibility to enforce compliance by the Authority with the terms of any Tax Certificate or to make computations in connection therewith.
(B) Pursuant to each Tax Certificate, an amount shall be deposited in the Rebate Fund by the Authority so that the balance of the amount on deposit thereto shall be equal to the Rebate Requirement applicable to the Series of Tax-Exempt Bonds to which such Tax Certificate relates.

Computations of each Rebate Requirement shall be furnished by or on behalf of the Authority to the Trustee in accordance with the applicable Tax Certificate.

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(C) The Trustee shall invest all amounts held in the Rebate Fund, pursuant to written instructions of the Authority, in Investment Securities, subject to the restrictions set forth in the applicable Tax Certificate. Money shall not be transferred from the Rebate Fund except as provided in Section 5.07(D).
(D) Upon receipt of Rebate Instructions, the Trustee shall remit part or all of the balances in the Rebate Fund to the United States of America, as so directed. In addition, if the Rebate Instructions so direct, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Rebate Instructions. Any funds remaining in the Rebate Fund after redemption and payment of all of a Series of Tax-Exempt Bonds and payment and satisfaction of any Rebate Requirement applicable to such Series of Tax-Exempt Bonds shall be withdrawn and remitted to the Authority in accordance with a Request of the Authority. (E) Notwithstanding any other provision of this Indenture, including in particular Article X, the obligation to remit the Rebate Requirement applicable to each Series of Tax-Exempt Bonds to the United States of America and to comply with all other requirements of this Section and each Tax Certificate shall survive the defeasance or payment in full of the Tax-Exempt Bonds. (F) This Section 5.07 shall only apply to Tax-Exempt Bonds.

SECTION 5.08. Investment in Funds and Accounts. All moneys in any of the funds and accounts held by the Trustee pursuant to this Indenture (including any Project Fund held by the Trustee) shall be invested, as directed by the Authority in writing at least two (2) Business Days prior to such investment, solely in Investment Securities. As directed by the Authority in writing, all Investment Securities shall be acquired subject to the limitations set forth in Section 6.08, the limitations as to maturities in this Section 5.08, and such additional limitations or requirements consistent with the foregoing as may be established by Request of the Authority to the Trustee. If and to the extent the Trustee does not receive investment instructions from the Authority with respect to the moneys in the funds and accounts held by the Trustee pursuant to this Indenture, such moneys shall remain uninvested until the Trustee receives investment instructions from the Authority for such moneys. The Trustee may conclusively rely upon such written direction from the Authority as to both the suitability and legality of the directed investments. (A) Moneys in any Reserve Fund shall be invested in Investment Securities maturing in not more than five years or having a put option or demand option providing funds upon request for the purpose of payment of the Bonds to which such Reserve Fund relates as provided herein.

Moneys in the remaining funds and accounts shall be invested in Investment Securities maturing or available on demand not later than the date on which it is estimated that such moneys will be required by the Trustee, all as determined by the Authority. (B) Unless otherwise provided in a Supplemental Indenture establishing the terms and provisions of a Series of Bonds or a Request of the Authority delivered to the Trustee, all interest, profits, and other income received from the investment of moneys in— (1) the Interest Fund representing accrued interest or capitalized interest shall be retained in the Interest Fund;
(2) a Bond Reserve Fund shall be retained in such Bond Reserve Fund to the extent of any deficiency therein, and otherwise shall, at the direction of the Authority, be

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transferred to the Project Fund or Project Funds established in connection with the Series of Bonds to which such Reserve Fund relates, if any, or to the Revenue Fund; (3) a Costs of Issuance Fund shall be retained in such Costs of Issuance Fund until such time as such Costs of Issuance Fund is closed, and any earnings received on a Costs of Issuance Fund subsequent to the closure of such Costs of Issuance Fund shall be transferred to the Revenue Fund;
(4) a Project Fund shall be retained in such Project Fund, unless the Authority shall direct that such earnings be transferred to the Rebate Fund or such other fund as may be specified by the Authority;
(5) the Rebate Fund shall be retained in the Rebate Fund, except as otherwise provided in Section 5.07;
(6) any Letter of Credit Fund or Purchase Fund shall be retained in such Letter of Credit Fund or Purchase Fund, as applicable; and
(7) any other fund or account shall be transferred to the Revenue Fund.

Notwithstanding anything to the contrary contained in this Section 5.08(C), an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund or account from which such accrued interest was paid.
(C) All Investment Securities credited to any Reserve Fund shall be valued (at market value) as of January 1 and July 1 of each year (or the next succeeding Business Day if any such day is not a Business Day), such market value to be determined by the Trustee in the manner then currently employed by the Trustee or in any other manner consistent with corporate trust industry standards. Notwithstanding anything to the contrary herein, in making any valuations of investments hereunder, the Trustee may utilize and rely on computerized securities pricing services that may be available to it, including those available through its regular accounting system. (D) The Trustee shall not commingle any of the funds or accounts established pursuant to this Indenture and all funds or accounts held by the Trustee hereunder shall be accounted for separately as required by this Indenture. The Trustee may act as principal or agent in the making or disposing of any investment. The Trustee may sell, or present for redemption, any Investment Securities so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Investment Security is credited. The Trustee shall not be liable or responsible for any loss resulting from any investment made in accordance herewith.
(E) The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority will not receive such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. Upon the Authority's election, such statements will be delivered via the Trustee's online service and upon electing such service, paper statements will be provided only upon request.

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SECTION 5.09. Payment Provisions Applicable to Interest Rate Swap Agreements. In the event the Authority shall enter into an Interest Rate Swap Agreement, the amounts received by the Authority, if any, pursuant to such Interest Rate Swap Agreement shall also be applied to the deposits required hereunder. If the Authority so designates in a Supplemental Indenture establishing the terms and provisions of such Series of Bonds (or if such Interest Rate Swap Agreement is entered into subsequent to the issuance of such Series of Bonds, if the Authority so designates in a Certificate of the Authority delivered to the Trustee concurrently with the execution of such Interest Rate Swap Agreement), regularly-scheduled payments payable under such Interest Rate Swap Agreement (excluding termination payments in connection with Interest Rate Swap Agreements which shall in all cases be payable from, and secured by, Pledged Revenues on a subordinate basis to Bonds and Parity Obligations) shall constitute Parity Obligations under this Indenture, and, in such event, the Authority shall pay or cause to be paid to the Trustee for deposit in the Interest Fund, at the times and in the manner provided by Section 5.02, the amounts to be paid pursuant to such Interest Rate Swap Agreement, as if such amounts were additional interest due on Bonds, and the Trustee shall pay to the Counterparty to such Interest Rate Swap Agreement, to the extent required thereunder, from amounts deposited in the Interest Fund for the payment of interest on the Series of Bonds with respect to which such Interest Rate Swap Agreement was entered into.

ARTICLE VI

COVENANTS OF THE AUTHORITY
SECTION 6.01. Punctual Payments. The Authority will punctually pay or cause to be paid the principal, purchase price, or Redemption Price of and interest on all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, and shall punctually pay or cause to be paid all Mandatory Sinking Account Payments, but in each case only out of the Trust Estate as provided in this Indenture.

SECTION 6.02. Extension of Payment of Bonds. The Authority will not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any Bonds or claims for interest by the purchase or funding of such Bonds or claims for interest or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section 6.02 shall be deemed to limit the right of the Authority to issue bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of Bonds.

SECTION 6.03. Waiver of Laws. The Authority will not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension of law now or at any time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law.

SECTION 6.04. Further Assurances. The Authority will make, execute, and deliver any and all such instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Holders of the Bonds of the rights and benefits provided in this Indenture.

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SECTION 6.05. Against Encumbrances. The Authority will not create any pledge, lien, or charge upon the Trust Estate or any portion thereof (including the Surcharge Revenues) having priority over or having parity with the lien of this Indenture except as otherwise permitted by this Indenture.

SECTION 6.06. Accounting Records and Financial Statements. The Authority will at all times keep, or cause to be kept, proper books of record and account in which complete and accurate entries shall be made of all transactions relating to the Gross Surcharge Revenues. Such books of record and account shall be available for inspection by the Trustee at reasonable hours and under reasonable circumstances but the Trustee shall have no duty to inspect such books of record and account.

SECTION 6.07. Amount of Surcharge.
(A) To the fullest extent permitted by law, and subject to the provisions of the JPA Agreement, the Authority shall fix and prescribe, at the commencement of each Fiscal Year, the Surcharge in an amount that is reasonably expected to be at least sufficient to yield during each Fiscal Year Surcharge Revenues, together with other Pledged Revenues, equal to [one hundred fifteen percent (115%)] of the Debt Service for such Fiscal Year. The Authority may make adjustments from time to time in the amount of the Surcharge and may make such classification thereof as it deems necessary, but shall not reduce the amount of the Surcharge then in effect unless the Surcharge Revenues after such reduced Surcharge will at all times be sufficient to meet the requirements of this Section.
(B) For avoidance of doubt, so long as the Authority has complied with its obligations set forth in clause (A) above, the failure of Surcharge Revenues to meet the threshold set forth above at the end of a Fiscal Year shall not constitute a default or an Event of Default under this Indenture, so long as the Authority has complied with (A) above at the commencement of the succeeding Fiscal Year.

SECTION 6.08. Tax Covenants.
(A) Notwithstanding any other provision of this Indenture, and except as may otherwise be approved by an opinion of Bond Counsel that the exclusion from gross income of interest on the applicable Series of Tax-Exempt Bonds will not be adversely affected for federal income tax purposes, the Authority covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income with respect to the Tax-Exempt Bonds and specifically covenants, without limiting the generality of the foregoing, as follows:
(1) The Authority will take no action or refrain from taking any action or make any use of the proceeds of a Series of Tax-Exempt Bonds or of any other moneys or property which would cause such Series of Tax-Exempt Bonds to be “private activity bonds” within the meaning of Section 141 of the Code;
(2) The Authority will make no use of the proceeds of a Series of Tax-Exempt Bonds or of any other amounts or property, regardless of the source, and will not take any action or refrain from taking any action which will cause such Series of Tax-Exempt Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code;

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(3) The Authority will make no use of the proceeds of a Series of Tax-Exempt Bonds and will not take or omit to take any action that would cause a Series of Tax-Exempt Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code; (4) The Authority will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code necessary to preserve the exclusion of interest on the Tax-Exempt Bonds pursuant to Section 103(a) of the Code;
(5) The Authority will make no use of the proceeds of a Series of Tax-Exempt Bond or any other amounts or property, regardless of the source, and will not take any action or refrain from taking any action that would cause such Series of Tax-Exempt Bonds to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the Authority takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income of interest on such Series of Tax-Exempt Bonds for federal income tax purposes; and
(6) The Authority will take no action and will refrain from taking any action inconsistent with its expectations stated in the Tax Certificate executed by the Authority in connection with the issuance of the applicable Series of Tax-Exempt Bonds and will comply with the covenants and requirements stated therein and incorporated by reference herein. (B) This Section 6.08 shall only apply to Tax-Exempt Bonds.

SECTION 6.09. Continuing Disclosure. Upon the issuance of any Series of Bonds requiring an undertaking regarding continuing disclosure under Rule 15c2-12, the Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed and delivered in connection with such Series of Bonds.

Notwithstanding any other provision of the Indenture, failure of the Authority to comply with the provisions of any Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee shall, at the written request of any Participating Underwriter or of the Holders of at least 25% aggregate principal amount of the applicable Series of Bonds then Outstanding (but only to the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense, or additional charges and fees of the Trustee whatsoever, including reasonable fees and expenses of its attorneys), or any Holder or beneficial owner may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority to comply with its obligations under this Section 6.09.

SECTION 6.10. Enforcement of the Project Agreements. The Authority hereby covenants to comply with the terms each of the Project Agreements and to enforce the rights of the Authority under each of the Project Agreements.

SECTION 6.11. Maintenance and Operation of the Electric System. The Authority will cause IID, or any successor thereto, to operate and maintain the Electric System pursuant to the terms of the Project Agreements.

SECTION 6.12. Payment of Taxes and Charges. The Authority will, from time to time, duly pay and discharge, or cause to be paid and discharged, any taxes, assessments, or other

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governmental charges lawfully imposed upon the Electric System or upon any part of its operations, or upon the Surcharge Revenues, when the same shall become due, as well as any lawful claim for labor, materials, or supplies which, if unpaid, might by law become a lien or charge upon the Electric System or the Surcharge Revenues, or which might impair the security of the Bonds.

Notwithstanding the foregoing, the Authority need not pay or discharge any tax, assessment, or other governmental charge, or any claim for labor, material, or supplies, if and so long as the Authority shall contest the validity or application thereof in good faith.

SECTION 6.13. Insurance.
(A) The Authority shall procure or provide and maintain, at all times while any of the Bonds remain Outstanding, insurance or self-insurance against such risks in accordance with the provisions of the Project Agreements.
(B) Any self-insurance shall be established in accordance with applicable law and shall include reserves or reinsurance in amounts the Authority determines to be adequate to protect against risks assumed under such self-insurance including any potential retained liability in the event of the termination of such self-insurance.

SECTION 6.14. Eminent Domain and Insurance Proceeds. If all or any part of the Electric System shall be taken by eminent domain proceedings, or if the Authority receives any insurance proceeds (excluding any rental or business interruption insurance) resulting from a casualty loss to the Electric System, the net proceeds of any eminent domain award or insurance proceeds (excluding any rental or business interruption insurance) after paying all expenses (including attorney’s fees) incurred in the collection of such award or proceeds shall, at the option of the Authority, be applied either to (A) in the following order of priority, the prepayment of (1) Outstanding Bonds and outstanding Parity Obligations in accordance with their respective terms and (2) outstanding obligations payable from the Trust Estate or any portion thereof (including the Surcharge Revenues) on a basis subordinate to the Outstanding Bonds and outstanding Parity Obligations or (B) to acquire and construct additions, betterments or improvements to the Electric System.

SECTION 6.15. Collection of Pledge Surcharge Revenues. In the event that IID is no longer providing electrical services within the boundaries of Indio, and the Servicing Agreement is terminated pursuant to the terms thereof, the Authority shall take all necessary action to the enter into an agreement with the successor to IID that is providing electrical service within the boundaries of Indio to replace the Servicing Agreement to provide for the collection of the Surcharge and the remittance of the Surcharge Revenues to the Trustee.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
SECTION 7.01. Events of Default. The following events shall be Events of Default:
(A) default in the due and punctual payment of the principal or Redemption Price of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration, or otherwise, or default in the redemption from any Sinking Account of any Bonds in the amounts and at the times provided therefor;

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(B) default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; (C) if the Authority shall fail to observe or perform any covenant, condition, agreement, or provision in this Indenture on its part to be observed or performed, other than as referred to in Section 7.01(A) or 7.01(B), for a period of 60 days after written notice, specifying such failure and requesting that it be remedied, has been given to the Authority by the Trustee or by any Credit Enhancement Provider; except that, if such failure can be remedied but not within such 60-day period and if the Authority has taken all action reasonably possible to remedy such failure within such 60- day period, such failure shall not become an Event of Default for so long as the Authority shall diligently proceed to remedy the same in accordance with and subject to any directions or limitations of time established by the Trustee;
(D) if any payment default shall exist under any agreement governing any Parity Obligations, and such default shall continue beyond the grace period, if any, provided for with respect to such default;
(E) if the Authority files a voluntary bankruptcy or commences any similar proceeding under any state or federal bankruptcy or insolvency law, or makes an assignment for the benefit of creditors, or admits in writing to its insolvency or inability to pay debts as they mature, or consents in writing to the appointment of a trustee or receiver for itself; (F) if a court of competent jurisdiction shall enter an order, judgment, or decree declaring the Authority insolvent, or adjudging it bankrupt, or ordering relief under any applicable bankruptcy or insolvency law, or appointing a trustee or receiver of the Authority, or approving a bankruptcy petition filed against the Authority under any applicable law or statute of the United States of America or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of the entry thereof; (G) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the Pledged Revenues, and such custody or control shall not be terminated within 60 days from the date of assumption of such custody or control; or
(H) any Event of Default designated as such in a Supplemental Indenture.

SECTION 7.02. Application of Funds After Default; No Acceleration. (A) If an Event of Default shall occur and be continuing, the Trustee shall apply any funds then held or thereafter received by the Trustee under any of the provisions of this Indenture (excluding the Rebate Fund, any Letter of Credit Fund, and any Purchase Fund, and except as otherwise provided in this Indenture) as follows and in the following order:
(1) first, to the payment of any expenses necessary in the opinion of the Trustee to protect the interests of the Holders of the Bonds, including the costs and expenses of the Trustee and the Bondholders in declaring such Event of Default, and payment of reasonable fees and expenses of the Trustee (including reasonable fees and disbursements of its counsel and other agents) incurred in and about the performance of its powers and duties under this Indenture;

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(2) second, to the payment of the whole amount of Bond Obligation then due on the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of this Indenture (including Section 9.02), with interest on such Bond Obligation, at the rate or rates of interest borne by the respective Bonds, to the persons entitled thereto of all installments of interest then due and the unpaid principal or Redemption Price of any Bonds which shall have become due, whether at maturity, by call for redemption or otherwise, in the order of their due dates, with interest on the overdue Bond Obligation at the rate borne by the respective Bonds, and, if the amount available shall not be sufficient to pay in full all the Bonds due on any date, together with such interest, then to the payment thereof ratably, according to the amounts of principal or Accreted Value (plus accrued interest) due on such date to the persons entitled thereto, without any discrimination or preference; and (3) third, to the payment of all other obligations payable hereunder. (B) Notwithstanding anything to the contrary contained herein, in no event are the Bonds subject to acceleration if an Event of Default occurs and is continuing except that Liquidity Facility Bonds are subject to acceleration as set forth in the applicable Liquidity Facility.

SECTION 7.03. Trustee to Represent Bondholders. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Bonds, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-infact of the Holders of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Holders under the provisions of the Bonds, this Indenture, and applicable provisions of law. Upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Trustee to represent the Bondholders, the Trustee in its discretion may proceed, and upon the written request of the Holders of not less than a majority in aggregate amount of Bond Obligation of the Bonds then Outstanding, and upon being indemnified to its satisfaction therefor, shall proceed to protect or enforce its rights or the rights of such Holders by such appropriate action, suit, mandamus, or other proceedings as it shall deem most effectual to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Trustee or in such Holders under this Indenture or by law; and upon instituting such proceeding, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Trust Estate, pending such proceedings; provided, however, that, with respect to any Series of Bonds for which a Credit Enhancement has been provided, and unless otherwise provided in the applicable Supplemental Indenture, the Trustee may only act with the consent of the Credit Enhancement Provider providing such Credit Enhancement. All rights of action under this Indenture or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action, or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of all the Holders of such Bonds, subject to the provisions of this Indenture (including Section 7.05).

SECTION 7.04. Bondholders’ Direction of Proceedings. Notwithstanding anything in this Indenture to the contrary (except provisions relating to the rights of a Credit Enhancement Provider to direct proceedings as set forth in Section 7.10), the Holders of a majority in aggregate amount of Bond Obligation of the Bonds then Outstanding shall have the right, by an instrument or concurrent

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instruments in writing executed and delivered to the Trustee and upon furnishing the Trustee with indemnification satisfactory to it, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided (A) that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, (B) that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (C) that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bondholders not parties to such direction.

SECTION 7.05. Limitation on Bondholders’ Right to Sue.
(A) No Holder of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture and any applicable law with respect to such Bond, unless (1) such Holder shall have given to the Trustee written notice of the occurrence of an Event of Default; (2) the Holders of not less than a majority in aggregate amount of Bond Obligation of the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (3) such Holder or said Holders shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (4) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee; provided, however, that, to the extent provided in the applicable Supplemental Indenture, the written consent of a Credit Enhancement Provider providing a Credit Enhancement with respect to a Series of Bonds shall be required if the Credit Enhancement with respect to such Series of Bonds is in full force and effect and if the Credit Enhancement Provider providing such Credit Enhancement is not then failing to make a payment as required in connection therewith.
(B) Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Holder of Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Holders of Bonds shall have any right in any manner whatever by his or their action to affect, disturb, or prejudice the security of this Indenture or the rights of any other Holders of Bonds or to enforce any right under this Indenture and any applicable law with respect to the Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had, and maintained in the manner herein provided and for the benefit and protection of all Holders of the Outstanding Bonds, subject to the provisions of this Indenture.

SECTION 7.06. Absolute Obligation of the Authority. Nothing in Section 7.05 or in any other provision of this Indenture or in the Bonds (A) shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay (1) the principal, purchase price, or Redemption Price of and interest on the Bonds to the Holders of the Bonds at their dates of maturity, or upon call for redemption, as herein provided or (2) other amounts payable under this Indenture, but only out of the Trust Estate; or (B) affect or impair the right of such Holders, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds.

SECTION 7.07. Termination of Proceedings. In case any proceedings taken by the Trustee, any Credit Enhancement Provider, or any one or more Bondholders on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, any Credit Enhancement Provider, or the Bondholders, then in every such

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case the Authority, the Trustee, each Credit Enhancement Provider, and the Bondholders, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers, and duties of the Authority, the Trustee, each Credit Enhancement Provider, and the Bondholders shall continue as though no such proceedings had been taken.

SECTION 7.08. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee, to any Credit Enhancement Provider, or to the Holders of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

SECTION 7.09. No Waiver of Default. No delay or omission of the Trustee, any Credit Enhancement Provider, or any Holder of the Bonds to exercise any right or power arising upon the occurrence of any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee, to any Credit Enhancement Provider, or to the Holders of the Bonds may be exercised from time to time and as often as may be deemed expedient. No waiver of any Event of Default hereunder, whether by Trustee or by any Credit Enhancement Provider or by the Bondholders, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon.

SECTION 7.10. Credit Enhancement Provider Directs Remedies Upon Event of Default.

To the extent provided in the applicable Supplemental Indenture, upon the occurrence and continuance of an Event of Default as defined herein, the Credit Enhancement Provider then providing Credit Enhancement for any Series of Bonds shall be entitled to control and direct the enforcement of all rights and remedies granted to the Holders of the Bonds enhanced by such Credit Enhancement, provided that the Credit Enhancement Provider’s consent shall not be required as otherwise provided herein if such Credit Enhancement Provider is in default of any of its payment obligations as set forth in the Credit Enhancement provided by such Credit Enhancement Provider.

ARTICLE VIII

THE TRUSTEE
SECTION 8.01. Appointment, Duties Immunities and Liabilities of Trustee. (A) U.S. Bank Trust Company, National Association is hereby appointed as Trustee under this Indenture and hereby accepts the trust imposed upon it as Trustee hereunder and to perform all the functions and duties of the Trustee hereunder, subject to the terms and conditions set forth in this Indenture. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default that has not been cured or waived, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

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(B) The Authority may remove the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee— (1) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Holders of not less than a majority in aggregate amount of Bond Obligation of the Bonds then Outstanding (or their attorneys duly authorized in writing), or (2) if at any time the Trustee shall cease to be eligible in accordance with Section

8.01(E), or shall become incapable of acting, or
(3) if at any time the Trustee shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation,
in each case by giving written notice of such removal to the Trustee and each Credit Enhancement Provider then providing a Credit Enhancement for any Series of Bonds at least thirty (30) days prior to the proposed effective date of such removal, and thereupon shall appoint a successor Trustee by an instrument in writing; provided, that, if any such removal of the Trustee is required pursuant to clause (2) or (3) of this subsection (B) the notice of removal may be given at any time and need not be given at least thirty (30) days before the proposed effective date of such removal. (C) The Trustee may at any time resign by giving written notice of such resignation to the Authority and each Credit Enhancement Provider then providing credit enhancement for any Series of Bonds and by giving the Bondholders notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee, in each case at least thirty (30) days prior to the proposed effective date of such resignation. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. (D) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within 45 days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondholder (on behalf of such Bondholder and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority, to each Credit Enhancement Provider then enhancing any Series of Bonds, and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed, or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties, and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein, subject to the following: at the Request of the Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title, and interest of such predecessor Trustee in and to any property held by it under this Indenture. The predecessor Trustee shall promptly pay over, transfer, assign, and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably

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required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties, and obligations. Upon acceptance of appointment by a successor Trustee as provided in this Section 8.01(D), the Authority shall give notice of the succession of such Trustee to the trusts hereunder by mail to the Bondholders at the addresses shown on the registration books maintained by the Trustee. If the Authority fails to mail such notice within 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (E) Any Trustee appointed under the provisions of this Section 8.01 in succession to the Trustee shall be a trust company, national banking association or bank having the powers of a trust company having (or, if such trust company, national banking association or bank is a member of a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $100,000,000, and subject to supervision or examination by federal or state authority. If such trust company, national banking association, bank or bank holding company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section 8.01(E) the combined capital and surplus of such trust company, national banking association, bank or bank holding company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 8.01(E), the Trustee shall resign immediately in the manner and with the effect specified in this Section.

SECTION 8.02. Accounting Records and Monthly Statements. The Trustee shall keep proper books of record and accounts containing correct entries of all transactions relating to the receipt, investment, disbursement, allocation, and application of the moneys related to the Bonds by the Trustee, including proceeds of each Series of Bonds and moneys derived from, pledged to, or to be used to make payments on each Series of Bonds. Such records shall specify the account or fund to which each deposit and each investment (or portion thereof) held by the Trustee is allocated. The Trustee shall furnish the Authority with a monthly statement which shall include a summary of all deposits and all investment transactions related to each Series of Bonds then Outstanding, such statement to be provided to the Authority no later than the fifth Business Day of the month following the month to which such statement relates, the first such monthly statement to be provided by the fifth Business Day of the month immediately following the month in which the Series 2023 Bonds are delivered by the Trustee pursuant to the provisions of this Indenture.

SECTION 8.03. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which the Trustee may be consolidated; any company resulting from any merger, conversion, or consolidation to which the Trustee shall be a party; and any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding, provided such company is eligible under Section 8.01(E).

SECTION 8.04. Liability of Trustee.
(A) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, and the Trustee assumes no responsibility for the correctness of the same (other than the certificate of authentication of the Trustee on each Bond) and makes no representations as to the validity or sufficiency of this Indenture, or of the Bonds; as to the sufficiency of the Trust Estate or the priority of the lien of this Indenture thereon; or as to the financial or technical feasibility of any

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project to be financed with the proceeds of Bonds. The Trustee shall not incur any responsibility in respect of any such matter, other than in connection with the duties or obligations expressly herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence, willful misconduct or breach of the express terms and conditions hereof. The Trustee and its directors, officers, employees, or agents may in good faith buy, sell, own, hold, and deal in any of the Bonds and may join in any action which any Holder of a Bond may be entitled to take, with like effect as if the Trustee was not the Trustee under this Indenture. The Trustee may in good faith hold any other form of indebtedness of the Authority; may own, accept, or negotiate any drafts, bills of exchange, acceptances, or obligations of the Authority; and make disbursements for the Authority and enter into any commercial or business arrangement therewith, without limitation. (B) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder. (C) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee under this Indenture. (D) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order, or direction of any Credit Enhancement Provider or any of the Bondholders pursuant to the provisions of this Indenture, including the provisions of Article VII, unless such Credit Enhancement Provider or such Bondholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses, and liabilities which may be incurred therein or thereby; provided, however, that no security or indemnity shall be requested or required for the Trustee to deliver a notice to obtain funds under the Credit Enhancement delivered in connection with any Series of Bonds in order to pay principal of and interest on such Series of Bonds.
(E) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder or in the exercise of its rights or powers.
(F) The Trustee shall not be deemed to have knowledge of, and shall not be required to take any action with respect to, any Event of Default (other than an Event of Default described in Section 7.01(A) or 7.01(B) or event that would, with the giving of notice, the passage of time, or both, constitute an Event of Default, unless the Trustee shall have actual knowledge of such event or shall have been notified of such event by the Authority, any Credit Enhancement Provider then providing a Credit Enhancement for a Series of Bonds, or the Holders of 25% of the Bond Obligation Outstanding. Without limiting the generality of the foregoing, the Trustee shall not be required to ascertain, monitor, or inquire as to the performance or observance by the Authority of the terms, conditions, covenants, or agreements set forth in Article VI (including the covenants of the Authority set forth in Section 5.07 and 6.08), other than the covenants of the Authority to make payments with

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respect to the Bonds when due as set forth in Section 6.01 and to file with the Trustee when due such reports and certifications as the Authority is required to file with the Trustee hereunder. (G) No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right, or remedy. (H) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, requisition, bond, debenture, coupon, or other paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records, and premises of the Authority, personally or by agent or attorney.
(I) The Trustee shall not be responsible for any of the following:
(1) the application or handling by the Authority of any portion of the Trust Estate or other moneys transferred to or pursuant to any Requisition or Request of the Authority in accordance with the terms and conditions hereof;
(2) the application and handling by the Authority of any other fund or account designated to be held by the Authority hereunder;
(3) any error or omission by the Authority in making any computation or giving any instruction pursuant to Section 5.07 and Section 6.08 (and the Trustee may rely conclusively on the Rebate Instructions and any computations or instructions furnished to it by the Authority in connection with the requirements of Section 5.07, Section 6.08 and each Tax Certificate); and
(4) the construction, operation, or maintenance of any portion of any project financed with the proceeds of Bonds by the Authority.
(J) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article VIII.
(K) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority understands and agrees that the Trustee cannot determine the identity of the actual sender

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of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
(L) The Trustee shall have no duty to review, verify or analyze any financial statements furnished to it by the Authority, and shall hold such financial statements solely as a repository for the Holders. The Trustee shall not be deemed to have notice of any information contained therein or any default or Event of Default that may be disclosed therein in any manner. (M) The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds.

SECTION 8.05. Right of Trustee to Rely on Documents and Opinions. (A) The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, note, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, including counsel of or to the Authority, and may request an opinion of counsel with regard to legal questions, including legal questions relating to proposed modifications or amendments of this Indenture, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (B) Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, including matters relating to proposed modifications or amendments of this Indenture, the Trustee may request a Certificate of the Authority and such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by such Certificate of the Authority, which shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee may also rely conclusively on any report, statement, requisition, facsimile transmission,

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electronic mail, or certification of any certified public accountant, investment banker, financial consultant, or other expert selected by the Authority or selected by the Trustee with due care in connection with matters required to be proven or ascertained in connection with its administration of the trusts created hereby.

SECTION 8.06. Compensation and Indemnification of Trustee. The Authority covenants to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Authority will pay or reimburse the Trustee upon its request for all expenses, disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement, or advance as may arise from its negligence, default, or willful misconduct. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. The Authority, to the extent permitted by law, shall indemnify, defend, and hold harmless the Trustee against any loss, damages, liability, or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of the trusts created hereby, including costs and expenses (including attorneys’ fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder. The rights of the Trustee and the obligations of the Authority under this Section 8.06 shall survive the discharge of the Bonds and this Indenture and the resignation or removal of the Trustee.

ARTICLE IX

MODIFICATION OR AMENDMENT OF THIS INDENTURE
SECTION 9.01. Amendments Permitted.
(A) This Indenture and the rights and obligations of the Authority, the Holders of the Bonds, and the Trustee may be amended from time to time and at any time by a Supplemental Indenture, which the Authority and the Trustee may enter into when the written consent of the Holders of at least a majority in aggregate amount of Bond Obligation of the Bonds (or, if such Supplemental Indenture is only applicable to a Series of Bonds, such Series of Bonds) then Outstanding shall have been filed with the Trustee; provided that if such amendment will, by its terms, not take effect so long as any Bonds of any particular maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section. To the extent provided in the applicable Supplemental Indenture, the Credit Enhancement Provider for a Series of Bonds shall be deemed to be the Holder of such Series for all purposes of this Indenture except the payment of principal of and interest on such Series of the Bonds. (1) The written consent of the Holders of a Series of Bonds may be effected (a) through a consent by the underwriter of such Series of Bonds at the time of the issuance of such Series of Bonds and (b) through a provision of a Supplemental Indenture that deems any Holders purchasing such Series of Bonds to consent for purposes of this Section

9.01(A)(1) by virtue of its purchase of such Series of Bonds.

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(2) No such amendment shall (a) extend the maturity of any Bond, or reduce the amount of principal thereof, or extend the time of payment or reduce the amount of any Mandatory Sinking Account Payment provided for the payment of any Bond, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Holder of each Bond so affected; or (b) reduce the aforesaid percentage of Bond Obligation the consent of the Holders of which is required to effect any such amendment or permit the creation of any lien on the Trust Estate prior to or on a parity with the lien created by this Indenture without the consent of the Holders of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. (B) This Indenture and the rights and obligations of the Authority, of the Trustee, and of the Holders of the Bonds may also be amended from time to time and at any time by a Supplemental Indenture, which the Authority and the Trustee may enter without the consent of any Bondholders, but only to the extent permitted by law and only for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency, or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority may deem necessary or desirable, and which shall not materially and adversely affect the interests of the Holders of the Bonds;
(3) to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by that act or similar federal statute, and which shall not materially and adversely affect the interests of the Holders of the Bonds; (4) to provide for the issuance of an additional Series of Bonds pursuant to the provisions of Article III;
(5) to provide for the issuance or incurrence, as applicable, of Subsidy Bonds, Capital Appreciation Bonds, or Variable Rate Indebtedness with such interest rate, payment, maturity, and other terms as the Authority may deem desirable, subject to the provisions of Sections 3.02, 3.03, and 3.05, but only if doing so does not materially and adversely affect the interests of the Holders of the Bonds;
(6) to provide for change from one interest rate mode to another in connection with any Series of Bonds;
(7) to accommodate Credit Enhancements, Liquidity Facilities, and Reserve Facilities, which shall not materially and adversely affect the interests of the Holders of the Bonds;

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(8) to provide for the appointment of a remarketing agent, a tender agent, or a paying agent in connection with any Series of Bonds;
(9) to provide for any additional covenants or agreements necessary to maintain the tax-exempt status of interest on any Series of Tax-Exempt Bonds; (10) to provide for the issuance of Bonds in book-entry form or bearer form or to modify or eliminate the book-entry registration system for any Series of Bonds; (11) to amend this Indenture in any other respect, including amendments that would otherwise be described in Section 9.01(A), if the effective date of such amendments is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to the provisions of this Indenture or if notice of the proposed amendments is given to Holders of the affected Bonds at least 30 days before the proposed effective date of such amendments and, on or before such effective date, such Holders have the right to demand purchase of their Bonds pursuant to the provisions of this Indenture; and (12) for any other purpose that does not materially and adversely affect the interests of the Holders of the Bonds.
(C) Any Supplemental Indenture entered into pursuant to this Section 9.01 shall be deemed not to materially adversely affect the interest of the Holders, to the extent provided in the Supplemental Indenture providing for the issuance of such Bonds, so long as (1) all affected Bonds are secured by a Credit Enhancement and (2) each Credit Enhancement Provider for such Bonds shall have given its written consent to such Supplemental Indenture. (D) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by this Section 9.01 which materially adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. (E) If requested by the Trustee in connection with the execution and delivery of a Supplemental Indenture, the Authority shall deliver to the Trustee an Opinion of Bond Counsel to the effect that such Supplemental Indenture is authorized or permitted by the terms of this Indenture.

SECTION 9.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article IX, this Indenture shall be deemed to be amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee, and all Holders of Bonds Outstanding shall thereafter be determined, exercised, and enforced hereunder subject in all respects to such amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.03. Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after any Supplemental Indenture becomes effective pursuant to this Article IX may, and if the Trustee so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and the Trustee as to any amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Holder of any Bond Outstanding at the time of such execution and presentation of his Bond for such purpose at the Corporate Trust Office or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation shall be made on such Bond. If the

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Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority and the Trustee, to any amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of the Holders of any Bonds then Outstanding shall be exchanged at the Corporate Trust Office, without cost to any Bondholder, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amounts of the same Series, tenor, and maturity.

SECTION 9.04. Amendment of Particular Bonds. The provisions of this Article shall not prevent any Bondholder from accepting any amendment as to the particular Bonds held by such Bondholder, provided that due notation thereof is made on such Bonds.

ARTICLE X

DEFEASANCE
SECTION 10.01. Discharge of Indenture. Bonds of any Series or a portion thereof may be paid by the Authority in any of the following ways:
(A) by paying or causing to be paid the Bond Obligations of and interest on such Outstanding Bonds, as and when they become due and payable; (B) by depositing with the Trustee, an escrow agent or other fiduciary, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 10.03) to pay or redeem such Outstanding Bonds; or
(C) by delivering to the Trustee, for cancellation by it, such Outstanding Bonds.

If the Authority shall pay all Series for which any Bonds are Outstanding and also pay or cause to be paid all other sums payable and to be payable hereunder by the Authority, then and in that case, at the election of the Authority (evidenced by a Request of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge all such indebtedness and other obligations and this Indenture), and notwithstanding that any Bonds shall not have been surrendered for payment, this Indenture and the pledge of the Trust Estate made under this Indenture and all covenants, agreements, and other obligations of the Authority under this Indenture shall cease, terminate, become void, and be completely discharged and satisfied. In such event, upon Request of the Authority, the Trustee shall cause an accounting for such period or periods as may be requested by the Authority to be prepared and filed with the Authority and shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign, or deliver to the Authority all moneys or securities or other property held by it pursuant to this Indenture that are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption.

SECTION 10.02. Discharge of Liability on Bonds.
(A) Upon the deposit with the Trustee, escrow agent or other fiduciary, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 10.03) to pay or redeem any Outstanding Bond (whether upon or prior to its maturity or the redemption date of such Bond), all liability of the Authority in respect of such Bond shall cease, terminate, and be completely discharged, provided (1) that if such Bond is to be redeemed prior to maturity, notice of

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such redemption shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, and (2) that the Holder thereof shall thereafter be entitled to the payment of the principal of and premium, if any, and interest on the Bonds, and the Authority shall remain liable for such payment, but only out of such money or securities deposited with the Trustee as aforesaid for their payment. (B) The Authority may at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered, which the Authority may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.
(C) Notwithstanding anything in this Section 10.02 to the contrary, if the principal of or interest on a Series of Bonds shall be paid by a Credit Enhancement Provider pursuant to the Credit Enhancement issued in connection with such Series of Bonds, the obligations of the Authority shall not be deemed to be satisfied or considered paid by the Authority by virtue of such payments, and the right, title, and interest of the Authority herein and the obligations of the Authority hereunder shall not be discharged and shall continue to exist and to run to the benefit of such Credit Enhancement Provider, and, to the extent of such payment, such Credit Enhancement Provider shall be subrogated to the rights of the Holders of the Bonds of such Series.

SECTION 10.03. Deposit of Money or Securities. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held may include money or securities held by the Trustee in the funds and accounts established pursuant to this Indenture and shall be either or both of the following, provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Request of the Authority) to apply such money to the payment of such principal or Redemption Price and interest with respect to such Bonds:
(A) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity (based on an assumed interest rate equal to the maximum rate payable thereon for periods for which the actual interest rate on such Bonds cannot be determined), except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or Redemption Price of such Bonds and all unpaid interest thereon to the redemption date (based on an assumed interest rate equal to the maximum rate payable thereon for periods for which the actual interest rate on such Bonds cannot be determined); or
(B) Investment Securities described in clause (A) of the definition thereof in Section 1.02, the principal of and interest on which when due will, in the opinion of an independent certified public accountant, a firm of independent certified public accountants, or independent consulting firm delivered to the Trustee (as confirmed by a verification report upon which verification report the Trustee may conclusively rely), provide money sufficient to pay the principal or Redemption Price of and all unpaid interest to maturity or to the redemption date, as the case may be, on the Bonds to be paid or redeemed (based on an assumed interest rate equal to the maximum rate payable thereon for periods for which the actual interest rate on such Bonds cannot be determined), as such principal or Redemption Price and interest become due, provided that, in the case of Bonds which are to be

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redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article IV provided (or provision satisfactory to the Trustee shall have been made for the giving of such notice).

SECTION 10.04. Payment of Bonds After Discharge of Indenture. Any moneys held by the Trustee in trust for the payment of the principal, Redemption Price, or interest on any Bond and remaining unclaimed for one year after such principal, Redemption Price, or interest has become due and payable (whether at maturity or upon call for redemption as provided in this Indenture), if such moneys were so held at such date, or one year after the date of deposit of such principal, Redemption Price or interest on any Bond if such moneys were deposited after the date when such Bond became due and payable, shall, subject to any law regarding unclaimed moneys, be repaid to the Authority free from the trusts created by this Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee may (at the cost of the Authority) first mail to the Holders of any Bonds remaining unpaid at the addresses shown on the registration books maintained by the Trustee a notice, in such form as may be deemed appropriate by the Trustee, with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof. All moneys held by or on behalf of the Trustee for the payment of principal or Accreted Value of or interest or premium on Bonds, whether at redemption or maturity, shall be held in trust for the account of the Holders thereof, and the Trustee shall not be required to pay Holders any interest on, or be liable to the Holders or any other person (other than the Authority) for interest earned on, moneys so held. Any interest earned thereon shall belong to the Authority and shall be deposited upon receipt by the Trustee into the Revenue Fund.

ARTICLE XI

MISCELLANEOUS
SECTION 11.01. Liability of Authority Limited to Trust Estate. Notwithstanding anything in this Indenture or in the Bonds, the Authority shall not be required to advance any moneys derived from any source other than the Trust Estate for any of the purposes mentioned in this Indenture, whether for the payment of the principal, purchase price, or Redemption Price of or interest on the Bonds or for any other purpose of this Indenture.

SECTION 11.02. Successor Is Deemed Included in All References to Predecessor.

Whenever in this Indenture either the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Authority or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

SECTION 11.03. Limitation of Rights. Nothing in this Indenture or in the Bonds, expressed or implied, is intended or shall be construed to give to any Person other than the Authority, the Trustee, each Credit Enhancement Provider, each Liquidity Facility Provider, each Reserve Facility Provider, the Holders of the Bonds, and the holders of any Parity Obligations any legal or equitable right, remedy, or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions, and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee, each Credit Enhancement Provider, each Liquidity Facility Provider, each Reserve Facility Provider, the Holders

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of the Bonds, and the holders of any Parity Obligations. Each Credit Enhancement Provider, Liquidity Provider, Reserve Facility Provider, Holder of the Bonds, and holder of any Parity Obligations is an express third-party beneficiary of this Indenture.

SECTION 11.04. Waiver of Notice. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice, and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 11.05. Destruction or Delivery of Canceled Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, in its sole discretion, in lieu of such cancellation and delivery, destroy such Bonds, and deliver a certificate of such destruction to the Authority.

SECTION 11.06. Severability of Invalid Provisions. If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal, or unenforceable in any respect, then such provisions or provisions shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality, or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority hereby declares that it would have entered into this Indenture and each and every other section, paragraph, sentence, clause, or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable.

SECTION 11.07. Notice to Authority and Trustee. Any notice to or demand upon the Trustee may be served or presented, and such demand may be made, at the Corporate Trust Office of the Trustee. Any notice to or demand upon the Authority shall be deemed to have been sufficiently given or served for all purposes by being deposited, first-class mail postage prepaid, in a post office letter box, addressed to the Authority at 100 Civic Center Drive, Indio, California 92201, Attention:

Executive Director (or such other address as may have been filed in writing by the Authority with the Trustee). Any such communication may also be sent by facsimile or electronic mail, receipt of which shall be confirmed.

SECTION 11.08. Evidence of Rights of Bondholders.
(A) Any request, consent, or other instrument required or permitted by this indenture to be signed and executed by Bondholders may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bondholders in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent, or other instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section 11.08.
(B) The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent, or other instrument acknowledged to him or her the execution

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thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.
(C) The ownership of Bonds shall be proved by the bond registration books held by the Trustee. The Trustee may establish a record date as of which to measure consent of the Holders in order to determine whether the requisite consents are received. (D) Any request, consent, or other instrument or writing of the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or reliance thereon.

SECTION 11.09. Disqualified Bonds. In determining whether the Holders of the requisite aggregate Bond Obligation of Bonds have concurred in any demand, request, direction, consent, or waiver under this Indenture, Bonds that are owned or held by or for the account of the Authority, or by any other obligor on the Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination.

Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 11.09 if the pledgee shall establish to the satisfaction of the Trustee that the pledgee has the right to vote such Bonds and that the pledgee is not a person directly or indirectly controlled by, or under direct or indirect common control with, the Authority. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Authority shall specify in a Certificate to the Trustee those Bonds disqualified pursuant to this Section 11.09, and the Trustee may conclusively rely on such certificate.

SECTION 11.10. Money Held for Particular Bonds. The money held by the Trustee for the payment of the interest, principal, Redemption Price, or purchase price due on any date with respect to particular Bonds (or portions of Bonds in the case of registered Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Holders of the Bonds entitled thereto, subject, however, to the provisions of Section 10.04.

SECTION 11.11. Funds and Accounts. Any fund required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds shall at all times be maintained in accordance with customary standards of the corporate trust industry and with due regard for the protection of the security of the Bonds and the rights of every holder thereof.

SECTION 11.12. Limitations on Rights of Credit Enhancement Providers, Liquidity Facility Providers, Reserve Facility Providers. A Supplemental Indenture establishing the terms and provisions of a Series of Bonds may provide that any Credit Enhancement Provider, Liquidity Facility Provider, or Reserve Facility Provider may exercise any right under this Indenture given to the Holders of the Bonds to which such Credit Enhancement, Liquidity Facility, or Reserve Facility relates. Notwithstanding any other provision of this Indenture, all provisions under this Indenture authorizing the exercise of rights by a Credit Enhancement Provider, a Liquidity Facility Provider, or a Reserve Facility Provider with respect to consents, approvals, directions, waivers, appointments,

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requests, or other actions shall be deemed not to require or permit such consents, approvals, directions, waivers, appointments, requests, or other actions and shall be read as if the Credit Enhancement Provider, Liquidity Facility Provider, or Reserve Facility Provider were not mentioned therein (A) during any period during which there is a default by such Credit Enhancement Provider, Liquidity Facility Provider, or Reserve Facility Provider under the applicable Credit Enhancement, Liquidity Facility, or Reserve Facility or (B) after the applicable Credit Enhancement, Liquidity Facility, or Reserve Facility shall at any time for any reason cease to be valid and binding on the provider thereof, or shall be declared to be null and void by final non-appealable judgment of a court of competent jurisdiction, or after the Credit Enhancement, Liquidity Facility, or Reserve Facility has been rescinded, repudiated by the provider thereof, or terminated, or after a receiver, conservator, or liquidator has been appointed for the provider thereof. All provisions relating to the rights of a Credit Enhancement Provider, Liquidity Facility Provider, or Reserve Facility Provider shall be of no further force and effect if all amounts owing to such Credit Enhancement Provider, Liquidity Facility Provider, or Reserve Facility Provider shall have been paid pursuant to the terms of the applicable Credit Enhancement, Liquidity Facility, or Reserve Facility and such Credit Enhancement, Liquidity Facility, or Reserve Facility shall no longer be in effect.

SECTION 11.13. Article and Section Headings and References. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction, or effect of this Indenture. Unless otherwise indicated, all references herein to “Articles, “Sections,” and other subdivisions are to the corresponding Articles, Sections, or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, or subdivision hereof; and words of the masculine gender shall mean and include words of the feminine and neuter genders.

SECTION 11.14. Waiver of Personal Liability. No member of the Board of the Authority or officer, agent, or employee of the Authority or the Trustee shall be individually or personally liable for the payment of the principal or Redemption Price of or interest on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such member of the Board of the Authority or officer, agent, or employee of the Authority or the Trustee from the performance of any official duty provided by law or by this Indenture.

SECTION 11.15. Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State of California.

SECTION 11.16. Business Days. Except as specifically set forth in this Indenture or a Supplemental Indenture, transfers which would otherwise become due on any day which is not a Business Day shall become due or shall be made on the next succeeding Business Day with the same effect as if made on such prior date.

SECTION 11.17. Effective Date of Indenture. This Indenture shall take effect upon its execution and delivery.

SECTION 11.18. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

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SECTION 11.19. Electronic Signatures. Each of the parties hereto agrees that the transaction consisting of this agreement may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this agreement using an electronic or digital signature, it is signing, adopting, and accepting this agreement and that signing this agreement using an electronic or digital signature is the legal equivalent of having placed its handwritten signature on this agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this agreement in a usable format.

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IN WITNESS WHEREOF, the parties hereto have executed this Indenture by their officers thereunto duly authorized as of the day and year first written above.

INDIO ELECTRIC FINANCING AUTHORITY
By:

Executive Director
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By:

Authorized Officer

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Draft of 09/13/2023
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FIRST SUPPLEMENTAL INDENTURE
between

INDIO ELECTRIC FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
_____________________
Dated as of December 1, 2023
_____________________
Relating To
$______

INDIO ELECTRIC FINANCING AUTHORITY
ELECTRIC REVENUE BONDS, SERIES 2023
(Supplementing the Indenture
Dated as of December 1, 2023)

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TABLE OF CONTENTS
Page
i
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ARTICLE XII

DEFINITIONS
Section 12.01 Definitions ..................................................................................................................2 Section 12.02 Additional Definitions ................................................................................................2

ARTICLE XIII

FINDINGS AND DETERMINATIONS
Section 13.01 Findings and Determinations......................................................................................2 Section 13.02 Recital in Bonds .........................................................................................................2 Section 13.03 Effect of Findings and Recital....................................................................................2

ARTICLE XIV
AUTHORIZATION OF SERIES 2023 BONDS
Section 14.01 Authorization and Terms of Series 2023 Bonds.........................................................3 Section 14.02 Redemption of the Series 2023 Bonds .......................................................................4 Section 14.03 Form of Series 2023 Bonds ........................................................................................5 Section 14.04 Issuance of Series 2023 Bonds ...................................................................................5 Section 14.05 Application of Proceeds of Series 2023 Bonds ..........................................................5 Section 14.06 Establishment and Application of Series 2023 Project Fund .....................................6 Section 14.07 Establishment and Application of Series 2023 Costs of Issuance Fund ....................6 Section 14.08 Funding and Application of the 2023 Bonds Reserve Fund; Bonds Reserve Requirement for the 2008 Bonds................................................................................7 Section 14.09 Continuing Disclosure ................................................................................................7

ARTICLE XV

MISCELLANEOUS PROVISIONS
Section 15.01 Terms of Series 2023 Bonds Subject to the Indenture ...............................................8 Section 15.02 Effective Date of First Supplemental Indenture.........................................................8 Section 15.03 Execution in Counterparts ..........................................................................................8 Section 15.04 Electronic Signatures..................................................................................................8 EXHIBIT A FORM OF SERIES 2023 BOND...........................................................................A-1 EXHIBIT B FORM OF SERIES 2023 PROJECT FUND REQUISITION ...............................B-1 EXHIBIT C FORM OF SERIES 2023 COSTS OF ISSUANCE FUND REQUISITION.........C-1

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FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of December 1, 2023 (this “First Supplemental Indenture”), between the INDIO ELECTRIC FINANCING AUTHORITY, a joint exercise of powers agency that duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “Authority”), and U.S. BANK TRUST COMPNANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”); WITNESSETH:

WHEREAS, this First Supplemental Indenture is supplemental to the Indenture, dated as of December 1, 2023 (as supplemented and amended from time to time pursuant to its terms, the “Indenture”), between the Authority and the Trustee;
WHEREAS, the Indenture provides that the Authority may issue Bonds (as defined in the Indenture) from time to time as authorized by a Supplemental Indenture (as defined in the Indenture); WHEREAS, in accordance with Section 3.01 of the Indenture, the Authority has determined to issue the Indio Electric Financing Authority Electric Revenue Bonds, Series 2023 (the “Series 2023 Bonds”) in the aggregate principal amount of $______, to finance the costs of substations and related improvements to be located within the territorial boundaries of Indio (as defined in the Indenture) (the “Series 2023 Project”);
WHEREAS, the execution and delivery of this First Supplemental Indenture has in all respects been duly and validly authorized by a resolution duly passed and approved by the Board of the Authority; and
WHEREAS, all acts, conditions, and things required by law to exist, to have happened and to have been performed necessary to make the Series 2023 Bonds, when duly executed by the Authority and authenticated and delivered by the Trustee, valid and binding limited obligations of the Authority payable in accordance with their terms, and to constitute this First Supplemental Indenture a valid and binding agreement of the parties hereto for the uses and purposes herein set forth in accordance with its conditions and terms, do exist, have happened, and have been performed in the time, form and manner required by law, and the execution and entering into of this First Supplemental Indenture and the execution and delivery of the Series 2023 Bonds, subject to the terms hereof, have been in all respects duly authorized;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that in order to secure the payment of the interest on and principal of and redemption premiums, if any, on the Series 2023 Bonds executed, authenticated, and delivered hereunder according to their tenor, and to secure the performance and observance of all the agreements, conditions, covenants, and terms set forth therein and herein, and to declare the conditions and terms upon and subject to which the Series 2023 Bonds will be executed, authenticated, and delivered, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Series 2023 Bonds by the Holders thereof from time to time, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Authority does hereby agree and covenant with the Trustee, for the benefit of the Holders from time to time of the Series 2023 Bonds, as follows:

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ARTICLE XII

DEFINITIONS
Section 12.01 Definitions. Unless the context requires otherwise, or as otherwise provided in Section 12.02, all terms which are defined in Section 1.02 of the Indenture shall (except as otherwise provided herein) have the same definitions in this First Supplemental Indenture that are given to such terms in Section 1.02 of the Indenture.

Section 12.02 Additional Definitions. Unless context otherwise requires, the following terms shall, for all purposes of this First Supplemental Indenture, have the following meanings:
“Interest Payment Date” means, for the Series 2022 Bonds, each January 1 and July 1, commencing on [July 1, 2024].
“Series 2023 Bond Reserve Fund” means the fund by that name established pursuant to Section 14.08.
“Series 2023 Bonds” shall have the meaning ascribed to such term in the recitals hereto. “Series 2023 Bonds Reserve Requirement” means $0.00.
“Series 2023 Cost of Issuance Fund” means the Series 2023 Costs of Issuance Fund established pursuant to Section 14.07.
“Series 2023 Project” shall have the meaning ascribed to such term in the recitals hereto. “Series 2023 Project Fund” means the Series 2023 Project Fund established pursuant to Section 14.06.

ARTICLE XIII

FINDINGS AND DETERMINATIONS
Section 13.01 Findings and Determinations. The Authority hereby finds and determines that the Series 2023 Bonds shall be issued pursuant to Section 3.01 and upon the issuance of the Series 2023 Bonds, any and all acts, conditions, and things required to exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will have happened, and will have been performed, in due time, form, and manner, as required by the Constitution and statutes of the State.

Section 13.02 Recital in Bonds. There shall be included in each of the definitive Series 2023 Bonds, and also in each of the temporary Series 2023 Bonds, if any are issued, a certification and recital 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 that Series 2023 Bond, and in the issuing of that Series 2023 Bond, exist, have happened, and have been performed in due time, form and manner, as required by the Constitution and statutes of the State, and that the Series 2023 Bond, together with all other indebtedness of the Authority payable out of the Trust Estate, is within every debt and other limit prescribed by the Constitution and statutes of the State, and that

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such certification and recital shall be in such form as is set forth in the form of the Series 2023 Bond attached hereto as Exhibit A.

Section 13.03 Effect of Findings and Recital. From and after the issuance of the Series 2023 Bonds, the findings and determinations herein shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the Series 2023 Bonds is at issue.

ARTICLE XIV
AUTHORIZATION OF SERIES 2023 BONDS
Section 14.01 Authorization and Terms of Series 2023 Bonds. (A) The Series 2023 Bonds in the aggregate principal amount of $______ are hereby authorized to be issued pursuant to the Indenture for the purpose of financing the Series 2023 Project. (B) A first Series of Bonds to be issued under the Indenture is hereby created and shall be designated as the “Indio Electric Financing Authority Electric Revenue Bonds, Series 2023.” The Series 2023 Bonds shall be Current Interest Bonds in the aggregate principal amount of $______. (C) The Series 2023 Bonds shall be issued as fully registered bonds in the denominations of $5,000 or integral multiples thereof. The Series 2023 Bonds shall be initially registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, and shall be evidenced by one Series 2023 Bond for each maturity of each Series of the Series 2023 Bonds bearing interest at a particular interest rate as set forth below in this Section 14.01 in a denomination corresponding to the total principal amount of the Series 2023 Bonds of such Series maturing on such date and bearing interest at such interest rate. Each Series 2023 Bond shall be assigned a distinctive number or letter or letter and number, and a record of the same shall be maintained by the Trustee. Registered ownership of the Series 2023 Bonds, or any portion thereof, may thereafter be transferred as set forth in Section 2.10 of the Indenture.
(D) Interest on the Series 2023 Bonds shall be computed on the basis of a 360-day year composed of twelve 30-day months.
(E) The principal of and premium, if any, on the Series 2023 Bonds shall be payable when due upon presentation and surrender thereof at the Corporate Trust Office of the Trustee in lawful money of the United States of America.
(F) The Series 2023 Bonds shall be dated as of their date of issuance, shall bear interest from that date at the following rates per annum, and shall mature on January 1 in the following years in the following amounts:

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Maturity Date
(January 1)
Principal
Amount
Interest
Rate
* Term Bond.
(G) Interest on the Series 2023 Bonds shall be payable on July 1, 2024, and semiannually thereafter on January 1 and July 1 of each year by check mailed by first-class mail on each Interest Payment Date to the Holder thereof as of the close of business on the 15th day of the calendar month immediately preceding such Interest Payment Date (whether or not such day is a Business Day) (the “Record Date”); provided, however, that Holders of at least $1,000,000 in aggregate principal amount of Series 2023 Bonds may, at any time prior to a Record Date, give the Trustee written instructions for payment of such interest on each succeeding Interest Payment Date by wire transfer.

Section 14.02 Redemption of the Series 2023 Bonds.
(A) Optional Redemption of Series 2023 Bonds. The Series 2023 Bonds maturing on and after January 1, 20__, are subject to redemption prior to their stated maturities, at the option of the Authority, such option to be exercised by a Request of the Authority given to the Trustee at least thirty (30) days prior to the redemption date (or such shorter time as may be acceptable to the Trustee), from any source of available funds, on any date on or after January 1, 20__, as a whole, or in part by such maturity or maturities as may be specified by Request of the Authority (and by lot within a maturity), at a Redemption Price equal to the principal amount thereof to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. (B) Mandatory Sinking Fund Redemption. The Series 2023 Bonds maturing on January 1, 20__ are subject to mandatory redemption from Mandatory Sinking Account Payments for such Series 2023 Bonds, on each date a Mandatory Sinking Account Payment for such Series 2023 Bonds is due, and in the principal amount equal to the Mandatory Sinking Account Payment due on such date at a Redemption Price equal to the principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, without premium.

Mandatory Sinking Account Payments for the Series 2023 Bonds maturing on January 1, 20__ shall be due in such amounts and on such dates as follows (except that if any of such Series 2023 Bonds shall have been optionally redeemed pursuant to Section 14.02(A), the amounts of the remaining Mandatory Sinking Account Payments for such Series 2023 Bonds shall be revised as directed in writing by the Authority):

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Series 2023 Bonds Maturing January 1, 20__
Mandatory Sinking
Account Payment Date
(January 1)
Mandatory
Sinking Account
Payment
† Final Maturity
(C) Selection of Bonds for Redemption. The Authority shall designate which Series and maturities of the Series 2023 Bonds are to be called for optional redemption pursuant to Sections

14.02(A). If less than all Series 2023 Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the Series 2023 Bonds of such maturity date to be redeemed by lot and shall promptly notify the Authority in writing of the numbers of the Series 2023 Bonds so selected for redemption. For purposes of such selection, Series 2023 Bonds shall be deemed to be composed of multiples of minimum authorized denominations and any such multiple may be separately redeemed.
(D) Notice of Redemption. Notice of redemption of the Series 2023 Bonds shall be provided in accordance with, and subject to, the provisions of Section 4.02 of the Indenture.

Section 14.03 Form of Series 2023 Bonds. The Series 2023 Bonds and the certificate of authentication to be executed thereon shall be in substantially the form set forth as Exhibit A to this First Supplemental Indenture.

Section 14.04 Issuance of Series 2023 Bonds. At any time after the execution and delivery of this First Supplemental Indenture, the Authority may execute and the Trustee shall authenticate and deliver the Series 2023 Bonds upon the Order of the Authority.

Section 14.05 Application of Proceeds of Series 2023 Bonds. The net proceeds of the sale of the Series 2023 Bonds of $______ (composed of $_____ aggregate principal amount, plus net original issue premium of $______, less an underwriter’s discount of $_____) shall be deposited with the Trustee and shall be held in trust and set aside or transferred by the Trustee as follows:
(A) The Trustee shall deposit the sum of $_____ in the Series 2023 Project Fund, a segregated fund established pursuant to Section 14.06.

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(B) The Trustee shall deposit the sum of $_____ in the Interest Fund and shall be used to pay interest on the Series 2023 Bonds until expended.
(C) The Trustee shall deposit the remainder of said proceeds, $_____, in the Series 2023 Costs of Issuance Fund, a segregated fund established pursuant to Section 14.07.

The Trustee may establish a temporary fund or account in its records to facilitate and record such deposits and transfer.

Section 14.06 Establishment and Application of Series 2023 Project Fund. (A) The Trustee shall establish, maintain, and hold in trust a separate fund designated as the “Series 2023 Project Fund.” The moneys deposited in the Series 2023 Project Fund from the proceeds of the Series 2023 Bonds shall be used and withdrawn as directed by the Authority to pay the costs of the Series 2023 Project. All interest, profits, and other income received from the investment of moneys held in the Series 2023 Project Fund shall be deposited in the Series 2023 Project Fund unless the Authority instructs the Trustee to deposit such investment earnings or a portion thereof in the Revenue Fund or the Rebate Fund. (B) Before any payment from the Series 2023 Project Fund shall be made by the Trustee, the Authority shall file or cause to be filed with the Trustee a Requisition of the Authority, such Requisition of the Authority to be in substantially such form as is set forth in Exhibit B hereto stating (1) the item number of such payment; (2) the name and address of the person to whom each such payment is due, which may be the Authority in the case of reimbursement for costs theretofore paid by the Authority; (3) the amounts to be paid; (4) the purpose by general classification for which each obligation to be paid was incurred; (5) that each item thereof is a proper charge against the Series 2023 Project Fund and has not been previously paid from the Series 2023 Project Fund; and (6) that there has not been filed with or served upon the Authority notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the amounts payable to any of the persons named in such requisition, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law. Each such Requisition of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts.
(C) The Trustee and the Authority shall retain a record of the Requisitions from the Series 2023 Project Fund.
(D) When the Authority determines that the Series 2023 Project has been completed, any remaining moneys in the Series 2023 Project Fund shall be transferred as directed in writing by the Authority for deposit in the Revenue Fund or the Rebate Fund and the Series 2023 Project Fund shall be closed.

Section 14.07 Establishment and Application of Series 2023 Costs of Issuance Fund. (A) The Trustee shall establish, maintain, and hold in trust a separate fund designated as the “Series 2023 Costs of Issuance Fund.” The moneys deposited in the Series 2023 Costs of Issuance Fund from the proceeds of the Series 2023 Bonds shall be used and withdrawn as directed by the Authority to pay the Costs of Issuance of the Series 2023 Bonds. All interest, profits, and

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other income received from the investment of moneys held in the Series 2023 Costs of Issuance Fund shall be deposited in the Series 2023 Costs of Issuance Fund unless the Authority instructs the Trustee to deposit such investment earnings or a portion thereof in the Series 2023 Project Fund, the Revenue Fund, or the Rebate Fund, as applicable.
(B) Before any payment from the Series 2023 Costs of Issuance Fund shall be made by the Trustee, the Authority shall file or cause to be filed with the Trustee a Requisition of the Authority, such Requisition of the Authority to be in substantially such form as is set forth in Exhibit C hereto. Upon issuance of each such Requisition, the Trustee shall pay the amount set forth in such Requisition as directed by the terms thereof out of the Series 2023 Costs of Issuance Fund.

Each such Requisition of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. The Trustee and the Authority shall retain a record of the Requisitions from the Series 2023 Costs of Issuance Fund. (C) Any amounts remaining in the Series 2023 Costs of Issuance Fund 180 days after the date of issuance of the Series 2023 Bonds (or such earlier date specified to the Trustee in a Request of the Authority) shall be transferred as directed by the Authority for deposit in the Series 2023 Project Fund, the Revenue Fund, or the Rebate Fund, as applicable, and the Series 2023 Costs of Issuance Fund shall be closed.

Section 14.08 Funding and Application of the 2023 Bond Reserve Fund; Bonds Reserve Requirement for the 2008 Bonds. The Trustee shall establish, maintain, and hold in trust a separate fund designated as the “Series 2023 Project Bonds Reserve Fund.” The Trustee shall deposit the amount of $_____ in the 2023 Bond Reserve Fund, which amount is equal to the Series 2023 Bonds Reserve Requirement, upon the issuance of the Series 2023 Bonds. All amounts in the Series 2023 Bond Reserve Fund (including all amounts which may be obtained from any Reserve Facility on deposit in the Series 2023 Bond Reserve Fund) shall be used and withdrawn by the Trustee solely: (i) for the purpose of making up any deficiency in the Interest Fund or Principal Fund relating to the Series 2023 Bonds; or (ii) together with any other moneys available therefor,(x) for the payment of all of the Series 2023 Bonds then Outstanding, (y) for the defeasance or redemption of all or a portion of the Series 2023 Bonds then Outstanding; provided however, that if funds on deposit in the Series 2023 Bond Reserve Fund are applied to the defeasance or redemption of a portion of the Series 2023 Bonds, the amount on deposit in the Series 2023 Bond Reserve Fund immediately subsequent to a partial defeasance or redemption shall equal the Series 2023 Bonds Reserve Requirement applicable to all Series 2023 Bonds Outstanding immediately subsequent to such partial defeasance or redemption, or (z) for the payment of the final principal and interest payment on the Series 2023 Bonds.

Section 14.09 Continuing Disclosure. The Authority covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed by the Authority and dated the date of issuance of the Series 2023 Bonds (the “Continuing Disclosure Certificate”). Notwithstanding any other provision of the Indenture, failure of the Authority to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee shall, at the written request of any Participating Underwriter or of the Holders of at least 25% aggregate principal amount of the Series 2023 Bonds then Outstanding (but only to the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges and fees of the Trustee whatsoever, including reasonable fees and expenses of its attorneys), or any Holder or Beneficial Owner may, take such actions as may be necessary and appropriate to cause the

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Authority to comply with its obligations under this Section 14.09, including seeking mandate or specific performance by court order.

ARTICLE XV

MISCELLANEOUS PROVISIONS
Section 15.01 Terms of Series 2023 Bonds Subject to the Indenture. Except as in this First Supplemental Indenture expressly provided, every term and condition contained in the Indenture shall apply to this First Supplemental Indenture and to the Series 2023 Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations, and modifications thereof as may be appropriate to make the same conform to this First Supplemental Indenture.

This First Supplemental Indenture and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby.

Section 15.02 Effective Date of First Supplemental Indenture. This First Supplemental Indenture shall take effect upon its execution and delivery.

Section 15.03 Execution in Counterparts. This First Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

Section 15.04 Electronic Signatures. Each of the parties hereto agrees that the transaction consisting of this agreement may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this agreement using an electronic or digital signature, it is signing, adopting, and accepting this agreement and that signing this agreement using an electronic or digital signature is the legal equivalent of having placed its handwritten signature on this agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this agreement in a usable format.

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IN WITNESS WHEREOF, the parties hereto have executed this First Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above.

INDIO ELECTRIC FINANCING AUTHORITY
By:

Executive Director
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By:

Authorized Officer

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EXHIBIT A
[FORM OF SERIES 2023 BOND]
No. R-__ $____________
INDIO

ELECTRIC REVENUE BOND,
SERIES 2023
Maturity Date
Interest Rate
Per Annum
Dated
Date CUSIP
January 1, 20__ _____% _____, 2023
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT:

INDIO ELECTRIC FINANCING AUTHORITY, a joint exercise of powers agency duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), for value received, hereby promises to pay to the Registered Owner named above or registered assigns, on the Maturity Date specified above, the Principal Amount specified above, together with interest thereon from the Dated Date specified above until the principal hereof shall have been paid, at the Interest Rate Per Annum specified above, payable on [July 1, 2024], and semiannually thereafter on January 1 and July 1 in each year. Interest hereon is payable in lawful money of the United States of America by check mailed by first-class mail on each interest payment date to the registered owner as of the close of business on the 15th day of the calendar month immediately preceding such interest payment date (whether or not such day is a business day) (the “Record Date”); provided, however, that owners of at least $1,000,000 aggregate principal amount of the Series 2023 Bonds (as defined herein) may, at any time prior to a Record Date, give the Trustee (as defined herein) written instructions for payment of such interest on each succeeding interest payment date by wire transfer. The principal hereof is payable when due upon presentation hereof at the Corporate Trust Office (as such term is defined in the Indenture, dated as of December 1, 2023 (as supplemented and amended from time to time pursuant to its terms, the “Indenture”), between the Authority and the Trustee) of U.S. Bank Trust Company, National Association, as trustee (together with any successor as trustee under the Indenture, the “Trustee”), in lawful money of the United States of America. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

This Bond is one of a duly authorized issue of Indio Electric Financing Authority Electric Revenue Bonds (the “Bonds”) of the series and designation indicated above and is a Current Interest Bond. The Bonds are not limited in aggregate principal amount, except as otherwise provided in the Indenture, and may consist of one or more Series of varying denominations, dates, maturities, interest rates, and other provisions, as in the Indenture provided, all issued or to be issued pursuant to the provisions the Joint Exercise of Powers Agreement, dated June 21, 2023, by and between the City of Indio, a municipal corporation and general law city, and the Imperial Irrigation District, an irrigation district, creating the Authority, and that is organized and existing under and by virtue of the laws of the State of California, as amended from time to time (the “JPA Agreement”), the laws of the State of

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California and the Indenture. This Bond is issued pursuant to the Indenture, as supplemented by a First Supplemental Indenture thereto, dated as of December 1, 2023, between the Authority and the Trustee, authorizing the issuance of the Indio Electric Financing Authority Electric Revenue Bonds, Series 2023 (the “Series 2023 Bonds”). Certain additional Bonds may be issued and other obligations may be secured by the Trust Estate (as defined in the Indenture) or any portion thereof on a parity basis with this Bond, subject to the provision of the Indenture permitting the application of the Trust Estate for the purposes and on the terms and conditions set forth in the Indenture.

Reference is hereby made to the Indenture for a description of the terms on which the Bonds (including the Series 2023 Bonds) are issued and to be issued, the provisions with regard to the nature and extent of the security for the Bonds (including the Series 2023 Bonds), the rights of the registered owners of the Bonds (including the Series 2023 Bonds) and the rights and obligations of the Authority thereunder; and all the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the registered owners from time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by such owners’ acceptance hereof, consents and agrees.

The Bonds (including the Series 2023 Bonds) and the interest thereon are payable from, and are secured by a charge and lien on the Trust Estate, subject to the provision of the Indenture permitting the application of the Trust Estate for the purposes and on the terms and conditions set forth in the Indenture.

The Bonds (including the Series 2023 Bonds) are limited obligations of the Authority and are secured by a pledge of and payable solely, both as to principal and interest and as to any premiums upon the redemption thereof, from the Trust Estate, and the Authority is not obligated to pay the Bonds (including the Series 2023 Bonds) except from the Trust Estate. The Bonds (including the Series 2023 Bonds) are not secured by a legal or equitable pledge of, or charge, lien, or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Trust Estate as provided in the Indenture.

The Series 2023 Bonds are subject to redemption as provided in the Indenture.

This Bond is transferable or exchangeable for other authorized denominations by the registered owner hereof, in person or by its attorney duly authorized in writing, at the Corporate Trust Office of the Trustee, but only (1) in the manner provided in the Indenture, (2) subject to the limitations and upon payment of the charges provided in the Indenture, and (3) upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds without coupons, of authorized denomination or denominations, of the same Series, tenor, maturity, and interest rate for the same aggregate principal amount will be issued to the transferee in exchange herefor.

The Authority, the Trustee and any paying agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the Authority, the Trustee, and any paying agent shall not be affected by any notice to the contrary.

The rights and obligations of the Authority and of the holders and registered owners of the Bonds (including the Series 2023 Bonds) may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in certain circumstances, for

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modifications and amendments without the consent of or notice to the registered owners of Bonds (including the Series 2023 Bonds).

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 Bond, and in the issuing of this Bond, do exist, have happened, and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California, and that this Bond, together with all other indebtedness of the Authority payable out of the Trust Estate, is within every debt and other limit prescribed by the Constitution and the statutes of the State of California and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee.

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IN WITNESS WHEREOF, INDIO ELECTRIC FINANCING AUTHORITY has caused this Bond to be executed in its name and on its behalf by the facsimile signature of an Authorized Representative and caused this Bond to be dated as of the Dated Date set forth above.

INDIO ELECTRIC FINANCING AUTHORITY
By:

Executive Director

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[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the within-mentioned Indenture and authenticated on the date set forth below.

Dated: .

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By:

Authorized Officer

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[FORM OF ASSIGNMENT]
For value received, ________________ hereby sell, assign, and transfer unto ______________ the within Bond and hereby irrevocably constitute and appoint ______________ attorney, to transfer the same on the books of the Authority at the office of the Trustee, with full power of substitution in the premises.

Dated:

NOTE: The signature to this Assignment must
correspond with the name on the face of the
within Bond in every particular, without
alteration or enlargement or any change
whatsoever.

Signature Guaranteed by:

NOTE: Signature must be guaranteed by an
eligible guarantor institution.
[DTC LEGEND]
[Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Authority or its agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]

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EXHIBIT B
FORM OF SERIES 2023 PROJECT FUND REQUISITION
Requisition No. ________
Series 2023 Project Fund
The undersigned, hereby certifies as follows:

1. I am [Name], [Title], of the INDIO ELECTRIC FINANCING AUTHORITY, a joint exercise of powers agency duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “Authority”).

2. Pursuant to the provisions of the Indenture, dated as of December 1, 2023 (as supplemented and amended from time to time pursuant to its terms, the “Indenture”), between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), I am delivering this Requisition on behalf of the Authority. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

3. The undersigned hereby requests that the Trustee pay from the Series 2023 Project Fund created pursuant to Section 14.06 of the Indenture the amounts specified in Schedule I hereto to the persons identified in Schedule I.

4. The undersigned, acting on behalf of the Authority, hereby certifies that (a) obligations in the amounts set forth in Schedule I attached hereto have been incurred by the Authority and are now due and payable; (b) each item is a proper charge against the Series 2023 Project Fund and has not been previously paid from the Series 2023 Project Fund; and (c) there has not been filed with or served upon the Authority notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the amounts payable to any of the persons named in the attached Schedule, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law.

Dated: .

INDIO ELECTRIC FINANCING AUTHORITY
By:
[Title]

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SCHEDULE I TO REQUISITION NO. _____
Name and Address
of Party to be Paid
Payment
Amount
Nature of
Expenditure
Payment
Instructions

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EXHIBIT C
FORM OF SERIES 2023 COSTS OF ISSUANCE FUND REQUISITION
Requisition No. _____
Series 2023 Costs of Issuance Fund
The undersigned, hereby certifies as follows:

1. I am [Name], [Title], an Authorized Representative of the INDIO ELECTRIC FINANCING AUTHORITY, a joint exercise of powers agency duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “Authority”).

2. Pursuant to the provisions of the Indenture, dated as of December 1, 2023 (as supplemented and amended from time to time pursuant to its terms, the “Indenture”), between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), I am delivering this Requisition on behalf of the Authority. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

3. The undersigned hereby requests that the Trustee pay from the Series 2023 Costs of Issuance Fund created pursuant to Section 14.07 of the Indenture the amounts specified in Schedule I hereto to the persons identified in Schedule I.

4. The undersigned, acting on behalf of the Authority, hereby certifies that (a) obligations in the amounts set forth in Schedule I attached hereto have been incurred by the Authority and are now due and payable; (b) each item is a proper charge against the Series 2023 Costs of Issuance Fund; and (c) each item has not been previously paid from the Series 2023 Costs of Issuance Fund.

Dated: .

INDIO ELECTRIC FINANCING AUHTORITY
By:

Authorized Representative

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SCHEDULE I TO REQUISITION NO. _____
Name and Address
of Party to be Paid
Payment
Amount
Nature of
Expenditure
Payment
Instructions

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$__________

INDIO ELECTRIC FINANCING AUTHORITY
ELECTRIC REVENUE BONDS, SERIES 2023

BOND PURCHASE CONTRACT
_________, 2023
Indio Electric Financing Authority
100 Civic Center Mall
Indio, California 92201
Ladies and Gentlemen:

Piper Sandler & Co. (the “Underwriter”), acting on behalf of itself and not as an agent or representative of you, offers to enter into this Bond Purchase Contract (the “Purchase Contract”) with the Indio Electric Financing Authority (the “Authority”) which, upon acceptance of this offer by the Authority will be binding upon the Authority and the Underwriter. This offer is made subject to acceptance of this Purchase Contract by the Authority on or before 11:59 p.m. California time on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the Authority at any time prior to such acceptance.

Capitalized terms used in this Purchase Contract and not otherwise defined herein shall have the meanings given to such terms as set forth in the Indenture (defined below).

Section 1. Upon the terms and conditions and upon the basis of the representations set forth in this Purchase Contract, the Underwriter agrees to purchase from the Authority and the Authority agrees to sell to the Underwriter, all (but not less than all) of the $__________ principal amount of Indio Electric Financing Authority Electric Revenue Bonds, Series 2023 (the “Bonds”).

The Bonds will be dated the date of delivery thereof, and shall have the maturities and bear interest at the rates per annum as set forth on Schedule 1 attached hereto.

The aggregate purchase price of the Bonds shall be $__________ (consisting of the $__________ aggregate principal amount of the Bonds, plus original issue premium in the amount of $__________, less an Underwriter’s discount of $_________).

The Bonds are being issued (i) to finance the costs of substations and related improvements to be located within the territorial boundaries of the City of Indio as described in the Official Statement described below, (ii) to fund the debt service reserve fund for the Bonds, and (iii) to pay certain costs of issuing the Bonds.

Section 2. The Authority previously delivered to the Underwriter a Preliminary Official Statement dated ________, 2023 (the “Preliminary Official Statement”) and will deliver to the Underwriter a final Official Statement dated the date hereof as provided in Section 5 of this Purchase Contract (as amended and supplemented from time to time pursuant to Section 6 of this Purchase

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2 Contract, the “Official Statement”). The Authority has previously delivered to the Underwriter a certificate relating to the Preliminary Official Statement, in substantially the form attached hereto as Exhibit A.

Section 3. The Bonds are being issued pursuant to provisions of ___________, Resolution No. _________, adopted by the Board of Directors of the Authority on _______, 2023 (the “Resolution”) and an Indenture, dated as of December 1, 2023 (as supplemented by the First Supplemental Indenture, dated as of December 1, 2023, the “Indenture”) by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Bonds are payable as provided in the Indenture and as set forth in the Official Statement. The Bonds are special, limited obligations of the Authority payable solely from and secured by the Pledged Revenues (as such terms are defined in the Indenture).

Section 4. (a) It shall be a condition to the obligation of the Underwriter to purchase, accept delivery of, and pay for the Bonds that the entire $___________ principal amount of the Bonds to be outstanding under the Indenture shall be delivered by the Authority to the Underwriter on the date of the Closing. The Underwriter agrees to make an initial bona fide public offering of all of the Bonds, at not in excess of the initial public offering yields or prices set forth on Schedule 1 attached hereto, however, the Bonds may be offered and sold to certain dealers (including dealers depositing the Bonds into investment trusts) at prices lower than such initial public offering prices or yields. Following the initial public offering of the Bonds, the offering prices may be changed from time to time by the Underwriter.
(b) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing an “issue price” or similar certificate substantially in the form attached hereto as Exhibit E, together with the supporting pricing wires or equivalent communications, with modifications to such certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(c) Except for the maturities set forth in Schedule 1 attached hereto, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). (d) The Underwriter confirms that the Underwriter has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule 1. Schedule 1 hereto sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “holdthe-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the Sale Date; or

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3 (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public (the “hold-the-offering-price rule”).

The Underwriter shall promptly advise the Authority or the Authority’s municipal advisor when the Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.

The Authority acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on, (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that the Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-theoffering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply with its agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
(e) (i) The Underwriter confirms that:
(A) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (1) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (2) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires, and (B) any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (1) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (2) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires.
(ii) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to any of the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:

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4 (A) “public” means any person other than an underwriter or a related party;
(B) “underwriter” means (1) any person that agrees pursuant to a written contract with the Authority (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (2) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public);
(C) a purchaser of any of the Bonds is a “related party” to an underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (1) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (2) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (3) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
(D) “sale date” means the date of execution of this Purchase Contract by all parties.

Section 5. The Authority hereby authorizes the use of the Official Statement by the Underwriter in connection with the sale of the Bonds. The Authority consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the sale of the Bonds. The Preliminary Official Statement was deemed “final” by the Authority as of its date for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1) (the “Rule”), except for the omission of certain information permitted to be omitted by such Rule. The Authority will supply or cause to be supplied to the Underwriter, not later than (i) seven business days from the date of this Purchase Contract, (ii) two business days before the Closing, and (iii) the date required by the rules and regulations of the Municipal Securities Rulemaking Board (the “MSRB”) and in time to accompany any confirmation that requests payment from any customer, the Official Statement in sufficient quantity as requested by the Underwriter to comply with Securities and Exchange Commission Rule 15c2-12(b)(4) and the rules of the MSRB such Official Statement to be complete as of its date of delivery (as amended and supplemented from time to time pursuant to Section 6(i) of this Purchase Contract, the “Official Statement”). The Underwriter hereby agrees that it will not send any confirmation requesting payment for the purchase of any Bonds unless the confirmation is accompanied by or preceded by the delivery of a copy of the Official Statement. The Underwriter agrees to: (1) provide the Authority with final pricing information on the Bonds on a timely basis prior to the date of the Closing, (2) promptly file a copy of the Official Statement, including any supplements prepared by the Authority with a nationally recognized municipal securities information repository, (3) take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and MSRB rules governing the sale of the Bonds and (4) promptly notify the Authority of the end of the underwriting period (as such term is defined in Rule 15c2-12).

Section 6. The Authority represents and warrants to the Underwriter that:

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5 (a) The Board of Directors of the Authority has taken official action by the adoption of the Resolution by a majority of its members at a meeting duly called, noticed and conducted, at which a quorum was present and acting throughout, authorizing all action necessary to be taken by it for (1) the execution and delivery of the Indenture, the Continuing Disclosure Agreement, dated as of December 1, 2023, and this Purchase Contract (collectively, the “Authority Agreements”), (2) the due performance of the Authority Agreements, and (3) the taking of any and all such action as may be required on the part of the Authority to carry out, give effect to and consummate the transactions contemplated hereby;
(b) The Authority is a joint exercise of powers agency duly organized and existing under the Constitution and laws of the State and has all necessary power and authority to adopt the Resolution, to enter into and perform its duties under the Authority Agreements and, when the Authority Agreements are executed and delivered by the respective parties thereto, the Authority Agreements will each constitute legal, valid and binding obligation of the Authority enforceable in accordance with its respective terms; (c) By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly approved the Authority Agreements, has duly authorized and approved the Preliminary Official Statement and the Official Statement, has duly authorized and approved the execution and delivery of the Authority Agreements, and the performance by the Authority of the obligations contained in, the Authority Agreements and the consummation by it of all other transactions contemplated by the Official Statement; (d) No approval, consent or authorization of any governmental or public agency, authority or person is required for the execution and delivery by the Authority of any of the Authority Agreements or the performance by the Authority of its obligations thereunder or for the issuance or sale of the Bonds.
(e) The execution and delivery of each of the Authority Agreements have been duly authorized by the Authority; the Purchase Contract has been duly executed and delivered by the Authority; and the Purchase Contract constitutes, and the other Authority Agreements and the Bonds will constitute, legal, valid and binding obligations of the Authority enforceable in accordance with their terms; and the execution and delivery of the Authority Agreements, and compliance with the provisions of each thereof will not conflict with or constitute a breach of or a default under any instrument relating to the organization, existence or operation of the Authority, or any commitment, agreement or other instrument to which the Authority is a party or by which it is or its property is bound or affected, or any ruling, regulation, ordinance, judgment, order or decree to which the Authority (or any of its officers in their respective capacities as such) is subject or any provision of the laws of the State of California relating to the Authority and its affairs; (f) Promptly after the Official Statement is available in final form, the Authority shall deliver or cause to be delivered to the Underwriter copies of the Official Statement signed by a duly authorized officer of the Authority and, within the time period required under Section 5 hereof, a sufficient number of copies of the printed final Official Statement as the Underwriter shall request;

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6 (g) At the time of the Authority’s acceptance hereof and at all times subsequent thereto up to and including the time of the Closing, the Official Statement does not and will not contain any untrue statement of a material fact concerning the Authority or omit to state a material fact concerning the Authority required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(h) There is no action, suit, proceeding or investigation before or by any court, public board or body pending or, to the best knowledge of the Authority as of the date hereof, threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the Authority, or the titles of its members or officers, (ii) enjoin or restrain the issuance or sale of the Bonds, the collection of the rates and charges for the Electric System or the use of any other monies or properties pledged under the Indenture for the payment of the Bonds, (iii) in any way question or affect any of the rights, powers, duties or obligations of the Authority with respect to the monies pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds, (iv) in any way question or affect any authority for the issuance or sale of the Bonds, or the validity or enforceability of the Bonds or the Authority Agreements or (v) in any way question or affect the Purchase Contract or the other Authority Agreements or the transactions contemplated by the Purchase Contract, the other Authority Agreements, the documents referred to in the Official Statement, or any other agreement or instrument to which the Authority is a party relating to the Bonds;
(i) For not more than 25 days from the end of the “underwriting period” (as defined in Securities and Exchange Commission Rule 15c2-12(e)(2)), if, in the reasonable opinion of Disclosure Counsel and the Authority Attorney of the Authority, any event shall occur as a result of which it is necessary to amend or supplement the Official Statement in order to make the statements therein not misleading in light of the circumstances existing at the time it is delivered to a purchaser, the Authority will prepare and furnish to the Underwriter a reasonable number of copies of any amendment of or supplement to the Official Statement (in form and substance satisfactory to Disclosure Counsel and the Authority Attorney of the Authority) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For the purposes of this subsection (i), the Authority will furnish to the Underwriter such information as it may from time to time request. The Authority may assume that the “end of the underwriting period” for purposes of Securities and Exchange Commission 15c2-12 will occur on the date of Closing unless otherwise notified, in writing, by the Underwriter on or prior to the date of Closing.

If the Official Statement is supplemented or amended pursuant to this subsection (i), at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date of the Closing, the Official Statement as so supplemented or amended will not contain, to the best of the Authority’s knowledge, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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7 (j) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request, to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, and will assist, if necessary therefor, in the continuation of such qualifications in effect as long as required for the distribution of the Bonds; provided, however, that the Authority shall not be required to qualify as a foreign corporation or to file any general consents to service of process under the laws of any state; (k) Except as may be required under Blue Sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the Authority required for the execution and delivery of the Purchase Contract or the issuance or sale of the Bonds or the consummation by the Authority of the other transactions contemplated by the Official Statement or the Authority Agreements;
(l) Any certificate signed by any official of the Authority authorized to do so shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein;
(m) The Authority is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding;
(n) The Authority will undertake, pursuant to the Continuing Disclosure Agreement, to provide certain annual financial information and notices of the occurrence of certain events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement; and (o) Except as disclosed in the Official Statement, the Authority has not within the five year period preceding the date of the Preliminary Official Statement and the date of the Official Statement failed to comply, in any material respect, with any of its previous continuing disclosure undertakings to provide annual reports or notices of certain enumerated events.

Section 7. At 8:00 A.M., California time, on _________, 2023 (the “Closing”), or on such later date as may be agreed upon by the Underwriter and the Authority, the Bonds, duly executed, will be delivered to the Underwriter through the Trustee, as FAST agent on behalf of DTC, and at the offices of Stradling Yocca Carlson & Rauth, a Professional Corporation (“Bond Counsel”) in Newport Beach, California, or such other place as shall have been mutually agreed upon by the Underwriter and the Authority, the other documents described herein, and the Underwriter shall pay the purchase price of the Bonds as set forth in Section 1 of this Purchase Contract in immediately available funds to the order of the Trustee.

The Bonds will be issued in fully registered form. It is anticipated that CUSIP identification numbers will be inserted on the Bonds, but neither the failure to provide such numbers nor any error with respect thereto shall constitute a cause for failure or refusal by the Underwriter to accept delivery of the Bonds in accordance with the terms of this Purchase Contract.