Mammoth Lakes City Council
February 21, 2024

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Section 23. Execution in Counterparts. This Site and Facility Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same instrument.
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S-1
[Signature page to Site and Facility Lease]
IN WITNESS WHEREOF, The Town and the Corporation have caused this Site and Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

TOWN OF MAMMOTH LAKES
By
_________
Town Manager

MAMMOTH LAKES MUNICIPAL

SERVICE CORPORATION
By
_________
Executive Director

[NOTARY ACKNOWLEDGMENTS TO BE ATTACHED]

Exhibit A

EXHIBIT A

DESCRIPTION OF THE SITE
The land referred to herein is situated in the State of California, County of Mono and described as follows:

Community Recreation Center Site
(686 Old Mammoth Road, Mammoth Lakes)
APN:

Police Station Site
(58 Thompson Way, Mammoth Lakes)

THAT PORTION OF THAT PROPERTY IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO,

STATE OF CALIFORNIA, DESCRIBED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS INSTRUMENT NO. 2007- 007311 OF OFFICIAL RECORDS IN THE OFFICE ON THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID PROPERTY, SAID CORNER MARKED BY A BLM BRASS CAP AT A 1/1024 CORNER OF SECTION 35, TOWNSHIP 3 SOUTH, RANGE 27 EAST,

MOUNT DIABLO BASE AND MERIDIAN, PER THE OFFICIAL GOVERNMENT PLAT THEREOF AS SHOWN ON BLM DEPENDENT RESURVEY PLAT 44 219-E TAHT BEARS NORTH 00 DEGREES 16 MINUTES 48 SECONDS EAST 165.44 FEET FROM A BLM BRASS CAP MARKING THE CENTER OF SAID SECTION 35;
THENCE ALONG THE CENTER SECTION LINE OF SAID SECTION 35 NORTH 00 DEGREES 16 MINUTES 48 SECONDS EAST 497.14 FEET;
THENCE SOUTH 88 DEGREES 40 MINUTES 09 SECONDS EAST 645.11 FEET TO A POINT ON A LINE PARALLEL TO AND DISTANT EASTERLY 645.00 FEET MEASURED AT RIGHT ANGLES FROM SAID CENTER SECTION LINE;
THENCE ALONG SAID PARALLEL LINE SOUTH 00 DEGREES 16 MINUTES 48 SECONDS WEST 497.14 FEET MORE OR LESS TO A POINT ON THE NORTH LINE OF THE SOUTH 1/2 SOUTH 1/2 SOUTHWEST 1/4 SOUTHWEST 1/4 NORTHEAST 1/4 OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE NORTH 88 DEGREES 40 MINUTES 09 SECONDS WEST 645.11 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM, THAT PORTION OF THE ABOVE DESCRIBED LAND AS CONVEYED TO THE STATE OF CALIFORNIA, IN THE DEED RECORDED MAY 12, 2008 AS INSTRUMENT NO. 2008- 2313 RECORDS OF MONO COUNTY, CALIFORNIA.

FURTHER EXCEPTING THEREFROM, THAT PORTION CONVEYED TO SOUTHERN MONO HEALTH CARE DISTRICT, A LOCAL HEALTH CARE DISTRICT, IN THE DEED RECORDED JUNE 27, 2013 AS INSTRUMENT NO. 2013-3600, RECORDS OF MONO COUNTY CALIFORNIA.

EXCEPTING THEREFROM: [Mono County Civic Center site]

Exhibit A

COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°03'03", AN ARC LENGTH OF 23.84 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 88°40'09" EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29", AN ARC LENGTH OF 108.62 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 120.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 83°09'11, AN ARC LENGTH OF 21.77 FEET TO THE BEGINNING POINT OF A TANGENT REVERSE CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 210.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 27°42'50", AN ARC LENGTH 101.58 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 33°13'48" EAST, 45.46 FEET TO A POINT OF INTERSECTION WITH THE EAST LINE OF SAID LANDS; THENCE NORTHERLY ALONG SAID EAST LINE NORTH 00°16'48" EAST, 456.91 FEET TO THE NORTH LINE OF SAID LAND;
THENCE ALONG SAID NORTH LINE, NORTH 88°40'09' WEST, 75.12 FEET; THENCE LEAVING SAID NORTH LINE, SOUTH 00°55'09' WEST, 143.19 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 00°55'09" WEST, 102.35 FEET;
THENCE NORTH 89°04'51" WEST, 275.66 FEET;
THENCE NORTH 00°55'09" EAST, 199.59 FEET;
THENCE SOUTH 89°04'51" EAST, 59.49 FEET;
THENCE SOUTH 00°55'09" WEST, 77.11 FEET;

Exhibit A

THENCE SOUTH 89°04'51" EAST, 52.17 FEET;
THENCE SOUTH 00°55'09" WEST, 20.13 FEET;
THENCE SOUTH 89°04'51" EAST, 164.00 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM [Parcel A-1]
COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°03'03", AN ARC LENGTH OF 23.84 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 88°40'09" EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29", AN ARC LENGTH OF 108.62 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 120.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET; THENCE LEAVING SAID DEED LINE, NORTH 88°40'09" WEST, 171.22 FEET; THENCE SOUTH 00°16'48" WEST, 52.99 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM [Parcel A-2]
COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°03'03", AN ARC LENGTH OF 23.84 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 88°40'09"

Exhibit A

EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29", AN ARC LENGTH OF 108.62 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 120.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 83°09'11, AN ARC LENGTH OF 21.77 FEET TO THE BEGINNING POINT OF A TANGENT REVERSE CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 210.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 27°42'50", AN ARC LENGTH 101.58 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 33°13'48" EAST, 45.46 FEET TO A POINT OF INTERSECTION WITH THE EAST LINE OF SAID LANDS; THENCE NORTHERLY ALONG SAID EAST LINE, NORTH 00°16'48" EAST, 144.76 FEET TO A POINT OF INTERSECTION OF SAID EAST LINE AND A PROLONGATION OF SAID DEED LINE; THENCE LEAVING SAID EAST LINE, ALONG SAID PROLONGATED LINE NORTH 88°40'09" WEST,

73.59 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM [Parcel A-3]
COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°03'03", AN ARC LENGTH OF 23.84 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 88°40'09" EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET;
THENCE LEAVING SAID DEED LINE, NORTH 00°16'48" EAST, 52.99 FEET; THENCE SOUTH 88°40'09" EAST, 171.22 FEET TO A POINT ON SAID DEED LINE BEING THE END POINT OF A REVERSE CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 120.00, SAID

Exhibit A

POINT ALSO BEING THE BEGINNING OF A TANGENT LINE;
THENCE ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST, 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET;
THENCE LEAVING SAID DEED LINE, CONTINUING SOUTH 88°40'09" EAST 73.59 FEET TO THE EAST LINE OF SAID LAND;
THENCE NORTHERLY ALONG SAID EAST LINE NORTH 00°16'48" EAST 312.15 FEET TO THE NORTH LINE OF SAID LAND;
THENCE ALONG SAID NORTH LINE NORTH 88°40'09" WEST 75.12 FEET; THENCE SOUTH 00°55'09 WEST 245.54 FEET;
THENCE NORTH 89°04'51" WEST 390.00 FEET;
THENCE SOUTH 00°55'09" WEST, 41.63 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 15.00 FEET;
THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°24'42", AN ARC LENGTH OF 23.67 FEET;
THENCE TANGENT TO SAID CURVE NORTH 88°40'09" WEST 86.73 TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 15.00 FEET; THENCE NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88°56'57", AN ARC LENGTH OF 23.29 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE OF SAID LANDS; THENCE SOUTHERLY PARALLEL TO SAID WEST LINE, SOUTH 00°16'48" WEST, 90.02 FEET TO THE TRUE POINT OF BEGINNING.

Corporation Yard Site
(299 Commerce Drive, Mammoth Lakes)
PARCEL ONE:

LOT 1 OF TRACT NO. 36-161A, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 10 PAGE 6-6A OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 037-200-038
PARCEL TWO:

PARCEL 17 OF PARCEL MAP NO. 36-120, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP FILED DECEMBER 28, 1982 IN BOOK 3, PAGE 7 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM, ALL THAT PORTION AS CONVEYED IN THAT CERTAIN GRANT DEED TO MAMMOTH UNIFIED SCHOOL DISTRICT RECORDED NOVEMBER 9, 2000, INSTRUMENT NO. 2000006680 OFFICIAL RECORDS.

APN: 037-200-06

Exhibit A

Transit Center Site
(210 Commerce Drive, Mammoth Lakes)
PARCEL A:

PARCEL 1 OF PARCEL MAP NO. 36-120, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 7 THROUGH 7C INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL B:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS PARCELS A AND D OF PARCEL MAP NO. 36-120, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 7 THROUGH 7C INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN:

Exhibit B

EXHIBIT B

DESCRIPTION OF THE FACILITY
Community Recreation Center
(686 Old Mammoth Road, Mammoth Lakes)
The Community Recreation Center is a 40,300 square foot Sprung Performance Arena located on the southwest corner of the Mammoth Creek Park site, completed in 2024. The approximate 56-foot tall and 140-foot wide facility will provide year-round programming for the community and visitors. The facility includes locker rooms, public/community space, seating, additional “use areas” (recreational activities, food/beverage sales, rentals, back of house, etc.) restrooms, and administrative areas.

Police Station
(58 Thompsons Way, Mammoth Lakes)
The Police Station is a 5,790 square foot facility, completed in 2017, located on a 2.36 acre site, that provides for Town Police services – sworn and non-sworn activities. The facility includes an armory, a covered entrance, reception area, a sally port, holding cells, a training room and a locker room.

Corporation Yard
(299 Commerce Drive, Mammoth Lakes)
The Corporation Yard includes a building with asphalt paved maintenance yard and two support buildings. The yard is served by an access road and has been improved for drainage. It is also equipped with sewer, water, power, telephone, television and propane gas, as well as a fueling system including card reader, pumps and tanks.

Transit Center
(210 Commerce Drive, Mammoth Lakes)
The Town of Mammoth Lakes Transit Center is jointly operated by the Town and Eastern Sierra Transit Authority (ESTA). The facility is partially leased by ESTA for administrative staff for dispatch, meetings and general office work. ESTA is a joint powers agency that is supported by the Town for transit services.

Drivers and operators use the facility as the main transit yard and begin and end their routes at this facility. Drivers complete their prechecks and some minor maintenance such as installing chains and deicing at the facility. The Town uses a portion of the building to support the Parks and Recreation Department operations. Trackless snow blowers and other seasonal equipment and materials are stored at this facility. The Town maintains offices for parks staff in the conditioned portion of the building.

Quint & Thimmig LLP 01/17/24
13021.16

LEASE AGREEMENT
Dated as of July 1, 2024
by and between the
MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION, as Lessor
and the
TOWN OF MAMMOTH LAKES, as Lessee
(2024 Capital Improvement Financing Project)

-iTABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS AND EXHIBITS
Section 1.1. Definitions ....................................................................................................................................................................2 Section 1.2. Interpretation ...............................................................................................................................................................2 Section 1.3. Exhibits .........................................................................................................................................................................2

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations, Covenants and Warranties of the Town ....................................................................................3 Section 2.2. Representations, Covenants and Warranties of Corporation ...............................................................................3

ARTICLE III

DEPOSIT OF MONEYS
Section 3.1. Deposit of Moneys ......................................................................................................................................................5 Section 3.2. Payment of Project Costs ............................................................................................................................................5 Section 3.3. Town to Act as Agent of the Corporation ...............................................................................................................5 Section 3.3. Payment of Delivery Costs ........................................................................................................................................6

ARTICLE IV
AGREEMENT TO LEASE; TERM OF THIS LEASE AGREEMENT; LEASE PAYMENTS Section 4.1. Lease 7
Section 4.2. Term of Agreement .....................................................................................................................................................7 Section 4.3. Possession .....................................................................................................................................................................7 Section 4.4. Lease Payments ...........................................................................................................................................................7 Section 4.5. Quiet Enjoyment ..........................................................................................................................................................9 Section 4.6. Title ..............................................................................................................................................................................9 Section 4.7. Additional Payments ..................................................................................................................................................9

ARTICLE V
MAINTENANCE; TAXES; INSURANCE; USE LIMITATIONS; AND OTHER MATTERS Section 5.1. Maintenance, Utilities, Taxes and Assessments ...................................................................................................11 Section 5.2. Modification of Property ..........................................................................................................................................11 Section 5.3. Public Liability and Property Damage Insurance ................................................................................................12 Section 5.4. Fire and Extended Coverage Insurance; No Earthquake Insurance ..................................................................12 Section 5.5. Rental Interruption Insurance .................................................................................................................................12 Section 5.6. Title Insurance ...........................................................................................................................................................13 Section 5.7. Insurance Net Proceeds; Form of Policies .............................................................................................................13 Section 5.8. Advances ....................................................................................................................................................................13 Section 5.9. Installation of Town’s Equipment ..........................................................................................................................13 Section 5.10. Liens ..........................................................................................................................................................................14 Section 5.11. Private Activity Bond Limitation ..........................................................................................................................14 Section 5.12. Federal Guarantee Prohibition ..............................................................................................................................14 Section 5.13. Rebate Requirement ................................................................................................................................................14 Section 5.14. No Arbitrage ............................................................................................................................................................14 Section 5.15. Maintenance of Tax-Exemption ............................................................................................................................14

ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS Section 6.1. Eminent Domain .......................................................................................................................................................15 Section 6.2. Application of Net Proceeds ....................................................................................................................................15 Section 6.3. Abatement of Lease Payments in the Event of Damage or Destruction ...........................................................15

ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS; INDEMNIFICATION
Section 7.1. Disclaimer of Warranties ..........................................................................................................................................17

-iiSection 7.2. Access to the Property ..............................................................................................................................................17 Section 7.3. Release and Indemnification Covenants ................................................................................................................17

ARTICLE VIII

ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.1. Assignment by the Corporation ..............................................................................................................................18 Section 8.2. Assignment and Subleasing by the Town .............................................................................................................18 Section 8.3. Amendment of Lease Agreement ...........................................................................................................................18

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default Defined ........................................................................................................................................22 Section 9.2. Remedies on Default .................................................................................................................................................22 Section 9.3. No Remedy Exclusive ...............................................................................................................................................24 Section 9.4. Agreement to Pay Attorneys’ Fees and Expenses ................................................................................................24 Section 9.5. No Additional Waiver Implied by One Waiver ...................................................................................................24 Section 9.6. Application of Proceeds ...........................................................................................................................................24 Section 9.7. Trustee and Certificate Owners to Exercise Rights ..............................................................................................24 Section 9.8. No Right to Terminate for Corporation Default ...................................................................................................24

ARTICLE X

PREPAYMENT OF LEASE PAYMENTS
Section 10.1. Security Deposit ......................................................................................................................................................25 Section 10.2. Prepayment Option .................................................................................................................................................25 Section 10.3. Mandatory Prepayment from Net Proceeds of Insurance, Title Insurance or Eminent Domain ................26 Section 10.4. Credit for Amounts on Deposit .............................................................................................................................26

ARTICLE XI

MISCELLANEOUS
Section 11.1. Notices ......................................................................................................................................................................27 Section 11.2. Binding Effect ...........................................................................................................................................................29 Section 11.3. Severability ...............................................................................................................................................................29 Section 11.4. Net-net-net Lease ....................................................................................................................................................29 Section 11.5. Further Assurances and Corrective Instruments ...............................................................................................29 Section 11.6. Execution in Counterparts .....................................................................................................................................29 Section 11.7. Applicable Law ........................................................................................................................................................29 Section 11.8. Corporation and Town Representatives ..............................................................................................................29 Section 11.9. Captions ....................................................................................................................................................................29 EXHIBIT A: DESCRIPTION OF THE SITE
EXHIBIT B: DESCRIPTION OF THE FACILTY
EXHIBIT C: SCHEDULE OF LEASE PAYMENTS

LEASE AGREEMENT
THIS LEASE AGREEMENT (the “Lease Agreement”), dated for convenience as of July 1, 2024, by and between the MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION, a nonprofit public benefit corporation organized and existing under the laws of the State of California, as lessor (the “Corporation”), and the TOWN OF MAMMOTH LAKES, a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State of California, as lessee (the “Town”);
WITNESSETH:

WHEREAS, pursuant to that certain Site and Facility Lease, dated as of July 1, 2024 (the “Site and Facility Lease”), the Town has leased those certain parcels of real property situated in Mono County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (the “Site”), and those certain improvements located on the Site, more particularly described in Exhibit B attached hereto and made a part hereof (the “Facility” and, with the Site, the “Property”), to the Corporation, all for the purpose of enabling the Town to finance the cost of constructing and equipping a new Town Hall facility and the cost of acquiring certain land and improvements (collectively, the “Project”); WHEREAS, the Corporation proposes to lease the Property to the Town pursuant to this Lease Agreement and to assign its right to receive lease payments under this Lease Agreement (the “Lease Payments”), its right to enforce payment of the Lease Payments and otherwise to enforce its interest and rights under this Lease Agreement in the event of a default hereunder by the Town, to U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to that certain Assignment Agreement, dated as of July 1, 2024, by and between the Corporation and the Trustee;
WHEREAS, pursuant to that certain Trust Agreement, dated as of July 1, 2024, by and among the Town, the Corporation and the Trustee (the “Trust Agreement”), the Trustee will execute and deliver certificates of participation (the “Certificates”) in the Lease Payments; and WHEREAS, the proceeds of the Certificates, together with other available moneys, will be applied by the Town to (a) finance the costs of the Project, and (b) pay costs incurred in connection with the execution, delivery and sale of the Certificates, including purchasing a municipal bond insurance policy for the Certificates and a reserve fund municipal bond insurance policy in lieu of cash funding a reserve fund,; NOW, THEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows:

-2-

ARTICLE I

DEFINITIONS AND EXHIBITS
Section 1.1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Lease Agreement shall have the respective meanings specified in Section 1.01 of the Trust Agreement.

Section 1.2. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Lease Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Lease Agreement as a whole and not to any particular Article, Section or subdivision hereof.

Section 1.3. Exhibits. The following exhibits are attached to, and by this reference made a part of, this Lease Agreement:

Exhibit A: The description of the Site.

Exhibit B: The description of the Facility.

Exhibit C: The schedule of Lease Payments to be paid by the Town hereunder with respect to the Property, showing the Lease Payment Date and amount of each such Lease Payment.

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ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations, Covenants and Warranties of the Town. The Town represents, covenants and warrants to the Corporation and the Municipal Bond Insurer as follows:
(a) Due Organization and Existence. The Town is a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State. (b) Authorization. The laws of the State authorize the Town to enter into the Site and Facility Lease, this Lease Agreement and the Trust Agreement and to enter into the transactions contemplated by and to carry out the Town’s obligations under all of the aforesaid agreements.

The Town has duly authorized and executed all of the aforesaid agreements and such agreements constitute the legal, valid and binding agreements of the Town, enforceable against the Town in accordance with their respective terms.
(c) No Violations. Neither the execution and delivery of the Site and Facility Lease, this Lease Agreement or the Trust Agreement, the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction, agreement or instrument to which the Town is now a party or by which the Town is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrances whatsoever upon any of the property or assets of the Town, or upon the Property, except Permitted Encumbrances. (d) Execution and Delivery. The Town has duly authorized and executed the Site and Facility Lease, this Lease Agreement and the Trust Agreement in accordance with all applicable laws.

Section 2.2. Representations, Covenants and Warranties of Corporation. The Corporation represents, covenants and warrants to the Town and the Municipal Bond Insurer as follows:
(a) Due Organization and Existence. The Corporation is a nonprofit public benefit corporation, organized and existing under and by virtue of the laws of the State; has power to enter into the Site and Facility Lease, this Lease Agreement, the Assignment Agreement and the Trust Agreement; is possessed of full power to own and hold, improve and equip real and personal property and to lease and sell the same; has duly authorized the execution and delivery of all of the aforesaid agreements and such agreements constitute the legal, valid and binding agreements of the Corporation, enforceable against the Corporation in accordance with their respective terms.
(b) No Encumbrances. The Corporation will not pledge the Lease Payments or other amounts derived from the Property and from its other rights under this Lease Agreement and will not mortgage or encumber the Property, except as provided under the terms of this Lease Agreement and the Trust Agreement.
(c) No Violations. Neither the execution and delivery of the Site and Facility Lease, this Lease Agreement, the Assignment Agreement or the Trust Agreement, the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the

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Corporation is now a party or by which the Corporation is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Corporation, or upon the Property, except Permitted Encumbrances.
(d) No Assignments. Except as provided herein, the Corporation will not assign this Lease Agreement, its right to receive Lease Payments from the Town or its duties and obligations hereunder to any other person, firm or corporation so as to impair or violate the representations, covenants and warranties contained in this Section 2.2. (e) Execution and Delivery. The Corporation has duly authorized and executed this Lease Agreement in accordance with all applicable laws.
(f) No Advisory Relationship. The Corporation is not acting as a municipal advisor or financial advisor to the Town, and has no financial advisory relationship, as that term is defined in section 53590(c) of the California Government Code and has not assumed any advisory responsibility to the Town with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto.

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ARTICLE III

DEPOSIT OF MONEYS
Section 3.1. Deposit of Moneys. On the Closing Date, the Corporation shall cause to be deposited with the Trustee the net proceeds of sale of the Certificates net of amounts paid by the Original Purchaser to the Municipal Bond Insurer as an accommodation to the Town for the premiums relating to the Municipal Bond Insurance Policy and the Reserve Policy. Amounts required to pay Delivery Costs shall be deposited in the Delivery Costs Fund, and the amount estimated to be required to pay Project Costs shall be deposited in the Project Fund.

Section 3.2. Payment of Project Costs. Payment of Project Costs shall be made from the moneys deposited in the Project Fund, which moneys shall be disbursed for such purpose in accordance and upon compliance with Section 3.03 of the Trust Agreement.

Section 3.3. Town to Act as Agent of the Corporation.
(a) Appointment of Town. The Corporation hereby appoints the Town as its agent to carry out all phases of the construction of the Project, and the Town, as agent of the Corporation, assumes all rights, duties, responsibilities and liabilities of the Corporation regarding construction, except as limited herein.
(b) Contracts, Bids and Payments. The Town, as agent of the Corporation, may enter into any purchase order, agreement or contract required for construction of the Project upon being assured that moneys sufficient for the payment thereof are then on deposit in the Project Fund or other available moneys of the Town. The benefits of all bids received by the Town for the Project shall be and shall be deemed to be assigned by the Town to the Corporation. (c) Project Description. The Town, as agent of the Corporation, shall have the right to make any changes in the description of the Project or of any component thereof whenever the Town deems such changes to be necessary and appropriate. (d) Supervision of Construction. The Town, as agent of the Corporation, shall have sole responsibility for, and shall supervise construction of the Project. The Town shall monitor the performance by any vendor to the extent the Town deems appropriate. The Town shall permit the Corporation or its assignee to inspect the Project at any and all reasonable times which are deemed appropriate by the Corporation or its assignee.
(e) Enforcement of Contracts. The Corporation hereby assigns to the Town all rights and powers to enforce and execute in its own name or the name of the Corporation such purchase orders or contracts as are required for the Project which enforcement may be at law or in equity; provided, however, that the assignment made by the Corporation herein shall not prevent the Corporation or its assignee from asserting said rights and powers in its own behalf following written notice to the Town.
(f) Fixed Price. The Corporation shall not be responsible for payment of, nor shall it pay nor permit to be paid by the Trustee pursuant to the Trust Agreement, any amount for the Project in excess of the amount available therefor in the Project Fund held by the Trustee pursuant to the Trust Agreement. The Town shall pay said excess amount to the extent of lawfully available funds.
(g) Inspection of Records. The Corporation shall have the right to inspect periodically the books and records of the Town relating to the Project, and the Town shall permit the

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Corporation to make such inspections thereof at all reasonable times as the Town shall deem appropriate.
(h) Specifications. The Town agrees that it will assure that the Project will be constructed in accordance with final plans and specifications approved by the Town. Upon completion of construction of the Project, the Town will assure that there is filed with the Trustee a certificate executed by a Town Representative and stating that such construction has been completed in accordance with specifications therefor approved by the Town. (i) Nondiscrimination. Each contract entered into between the Town, as the agent for the Corporation, and any vendor shall provide that such vendor shall not discriminate against any other vendor or any employee or applicant for employment because of the race, religious creed, color, national origin, or sex of such person, unless based upon a bona fide occupational qualification. In addition, in determining vendors, or in employing persons, if any, for the purposes of construction of the Project, the Town shall not discriminate on the basis of race, religious creed, color, national origin, or sex of such person, unless based upon a bona fide occupational qualification.
(j) Performance Security. The Town shall require the provision of bid bonds or performance bonds in such percentage of the bid or contract price as it deems desirable in advertising for and in awarding contracts or making purchase orders.

Section 3.3. Payment of Delivery Costs. Payment of Delivery Costs shall be made from the moneys deposited in the Delivery Costs Fund, which moneys shall be disbursed for such purpose in accordance and upon compliance with Section 3.02 of the Trust Agreement.

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ARTICLE IV
AGREEMENT TO LEASE; TERM OF THIS LEASE AGREEMENT;

LEASE PAYMENTS
Section 4.1. Lease.
(a) The Corporation hereby leases the Property to the Town, and the Town hereby leases the Property from the Corporation, upon the terms and conditions set forth in this Lease Agreement.
(b) The leasing of the Property by the Town to the Corporation pursuant to the Site and Facility Lease shall not affect or result in a merger of the Town’s leasehold estate pursuant to this Lease Agreement and its fee estate as lessor under the Site and Facility Lease.

Section 4.2. Term of Agreement. The Term of the Lease Agreement shall commence on the Closing Date, and shall end on June 1, ____, unless such term is extended as hereinafter provided. If, on June 1, ____, the Trust Agreement shall not be discharged by its terms or if the Lease Payments or Additional Payments, if any, payable hereunder shall have been abated at any time and for any reason, then the Term of the Lease Agreement shall be extended without the need to execute any amendment to this Section 4.2 until there has been deposited with the Trustee an amount sufficient to pay all obligations due under the Lease Agreement, but in no event shall the Term of the Lease Agreement extend beyond June 1, ____. If, prior to June 1, ____, the Trust Agreement shall be discharged by its terms, the Term of the Lease Agreement shall thereupon end.

Notwithstanding the foregoing, the Term of the Lease Agreement shall not end so long as any amounts are owed to the Municipal Bond Insurer with respect to the Municipal Bond Insurance Policy or the Reserve Policy.

Section 4.3. Possession. The Town hereby agrees to accept and take possession of the Property on or prior to the date of recordation of this Lease Agreement.

Section 4.4. Lease Payments.
(a) Obligation to Pay. Subject to the provisions of Articles VI and X hereof, the Town agrees to pay to the Corporation, its successors and assigns, as rental for the use and occupancy of the Property during each Rental Period, the Lease Payments (denominated into components of principal and interest) in the respective amounts specified in Exhibit C hereto, to be due and payable on the respective Lease Payment Dates specified in Exhibit C hereto. Any amount held in the Lease Payment Fund on any Lease Payment Date (other than amounts resulting from the prepayment of the Lease Payments in part but not in whole pursuant to Article X hereof and other than amounts required for payment of Certificates not yet surrendered) shall be credited towards the Lease Payment then due and payable; and no Lease Payment need be made on any Lease Payment Date if the amounts then held in the Lease Payment Fund are at least equal to the Lease Payment then required to be paid. The Lease Payments for the Property payable in any Rental Period shall be for the use of the Property for such Rental Period. (b) Effect of Prepayment. In the event that the Town prepays all remaining Lease Payments and all Additional Payments due under Section 4.7 hereof in full pursuant to Article X hereof, subject to Section 4.2 hereof, the Town’s obligations under this Lease Agreement shall thereupon cease and terminate including, but not limited to, the Town’s obligation to pay Lease Payments under this Section 4.4; subject however, to the provisions of Section 10.1 hereof in the

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case of prepayment by application of a security deposit. In the event that the Town optionally prepays the Lease Payments in part but not in whole pursuant to Section 10.2 hereof or pursuant to Section 10.3 hereof as a result of any insurance or condemnation award with respect to any portion of the Property, such prepayment shall be credited entirely towards the prepayment of the Lease Payments as follows: (i) the principal components of each remaining Lease Payment shall be reduced in such order as shall be selected by the Town in integral multiples of $5,000; and (ii) the interest component of each remaining Lease Payment shall be reduced by the aggregate corresponding amount of interest which would otherwise be payable with respect to the Certificates thereby redeemed pursuant to Sections 4.01(a) or (b), as the case may be, of the Trust Agreement.
(c) Rate on Overdue Payments. In the event the Town should fail to make any of the payments required in this Section 4.4, the payment in default shall continue as an obligation of the Town until the amount in default shall have been fully paid and the Town agrees to pay the same with interest thereon, to the extent permitted by law, from the date of default to the date of payment at the rate per annum payable with respect to the Certificates. Such interest, if received, shall be deposited in the Lease Payment Fund or in the Reserve Fund to replenish the Reserve Fund.
(d) Fair Rental Value. The Lease Payments for each Rental Period shall constitute the total rental for each such Rental Period and shall be paid by the Town in each Rental Period for and in consideration of the right of the use and occupancy and the continued quiet use and enjoyment of the Property during each Rental Period. The parties hereto have agreed and determined that the total Lease Payments for the Property represent the fair rental value of the Property. In making such determination, consideration has been given to the obligations of the parties under this Lease Agreement, the uses and purposes which may be served by the Property and the benefits therefrom which will accrue to the Town and the general public. (e) Source of Payments; Budget and Appropriation. Lease Payments and Additional Payments shall be payable from any source of available funds of the Town, subject to the provisions of Articles VI and X hereof.

The Town covenants to take such action as may be necessary to include all Lease Payments and Additional Payments due hereunder in each of its budgets during the Term of the Lease Agreement and to make the necessary annual appropriations for all such Lease Payments and for Additional Payments due under Section 4.7 hereof. To that end, the Council shall direct budgetary staff to include in each annual budget proposal to the Council an appropriation sufficient to pay Lease Payments and Additional Payments. The Town hereby expresses its present intent to appropriate Lease Payments and Additional Payments due under Section 4.7 hereof during the Term of the Lease Agreement. The covenants on the part of the Town herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the Town to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the Town to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the Town. (f) Assignment. The Town understands and agrees that all Lease Payments have been assigned by the Corporation to the Trustee in trust, pursuant to the Assignment Agreement, for the benefit of the Owners of the Certificates, and the Town hereby assents to such assignment.

The Corporation hereby directs the Town, and the Town hereby agrees to pay to the Trustee at the Designated Corporate Trust Office, all payments payable by the Town pursuant to this Section 4.4 and all amounts payable by the Town pursuant to Article X hereof.

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The chief business official and all other officers charged with the duty of preparing and submitting the annual budget of the Town to the Council are hereby irrevocably directed, following any draw on the Reserve Policy because the value of the Property has been reduced below the total unpaid principal component of Lease Payments and the Town is permitted to pay less than the total scheduled Lease Payment, all in accordance with Section 6.3 (an “Abatement Period”), to include in the proposed budget and to request that the Board include in the final approved budget, and thereby appropriate, any amounts necessary to reinstate the Reserve Policy, including interest due and any other amounts payable to the Municipal Bond Insurer (collectively, the “Reinstatement Amount”). Such officers shall use their best efforts to obtain such appropriations.

The request for inclusion in the final approved budget and appropriation shall be made in each Fiscal Year following any Abatement Period so long as reimbursement amounts are owed to the Municipal Bond Insurer. Failure by the chief business official and other officers to request such inclusion and appropriation shall constitute an Event of Default under this Lease Agreement and the Municipal Bond Insurer may exercise remedies accordingly.

The decision of the Council as to whether or not to approve and appropriate any Reinstatement Amount in any given Fiscal Year during any Abatement Period is in the sound discretion of the Board; the failure of the Board to approve and appropriate the Reinstatement Amount in any given Fiscal Year during any Abatement Period shall not constitute an Event of Default under this Lease Agreement or under the Trust Agreement.

Section 4.5. Quiet Enjoyment. During the Term of the Lease Agreement, the Corporation shall provide the Town with quiet use and enjoyment of the Property and the Town shall, during such Term, peaceably and quietly have and hold and enjoy the Property without suit, trouble or hindrance from the Corporation, except as expressly set forth in this Lease Agreement. The Corporation will, at the request of the Town and at the Town’s cost, join in any legal action in which the Town asserts its right to such possession and enjoyment to the extent the Corporation may lawfully do so. Notwithstanding the foregoing, the Corporation shall have the right to inspect the Property as provided in Section 7.2. hereof.

Section 4.6. Title. During the Term of the Lease Agreement, the Corporation shall hold leasehold title to the Property and the Town shall hold fee title to those portions of the Property which are newly acquired or constructed and any and all additions which comprise fixtures, repairs, replacements or modifications to the Property, except for those fixtures, repairs, replacements or modifications which are added to the Property by the Town at its own expense and which may be removed without damaging the Property and except for any items added to the Property by the Town pursuant to Section 5.8 hereof.

If the Town prepays the Lease Payments in full pursuant to Article X hereof or makes the security deposit permitted by Section 10.1 hereof or pays all Lease Payments during the Term of the Lease Agreement as the same become due and payable, subject to Section 4.2 hereof, and pays Additional Payments, if any, all right, title and interest of the Corporation in and to the Property shall be terminated. The Corporation agrees to take any and all steps and execute and record any and all documents reasonably required by the Town to consummate any such transfer of title.

Section 4.7. Additional Payments. In addition to the Lease Payments, the Town shall pay when due the following Additional Payments:
(a) Any fees and expenses incurred by the Town in connection with or by reason of its leasehold estate in the Property as and when the same become due and payable.

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(b) Any amounts due to the Trustee pursuant to the Trust Agreement for all services rendered under the Trust Agreement and for all reasonable expenses, charges, costs, liabilities, legal fees and other disbursements incurred in and about the performance of its powers and duties under the Trust Agreement.
(c) Any reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Town, the Corporation or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Lease Agreement or the Trust Agreement.
(d) Any reasonable out-of-pocket expenses of the Town in connection with the execution and delivery of this Lease Agreement or the Trust Agreement, or in connection with the execution and delivery of the Certificates, including any and all expenses incurred in connection with the authorization, execution, sale and delivery of the Certificates, or incurred by the Corporation in connection with any litigation which may at any time be instituted involving this Lease Agreement, the Trust Agreement, the Certificates or any of the other documents contemplated hereby or thereby, or incurred by the Corporation in connection with the Continuing Disclosure Certificate, or otherwise incurred in connection with the administration thereof.
(e) The Town agrees to pay any amounts owed to the Municipal Bond Insurer pursuant to Section 6.04 of the Trust Agreement, interest on Insurer Advances (as more fully described in the Trust Agreement) and amounts payable pursuant to the seventh paragraph of Section 14.08 of the Trust Agreement. The Town’s obligation to pay such amounts shall expressly survive payment in full of the Certificates.

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ARTICLE V
MAINTENANCE; TAXES; INSURANCE; USE LIMITATIONS;

AND OTHER MATTERS
Section 5.1. Maintenance, Utilities, Taxes and Assessments. Throughout the Term of the Lease Agreement, as part of the consideration for the rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the Town and the Town shall pay, or otherwise arrange, for the payment of all utility services supplied to the Property which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the Town or any assignee or sublessee thereof. In exchange for the Lease Payments herein provided, the Corporation agrees to provide only the Property, as hereinbefore more specifically set forth. The Town waives the benefits of subsections 1 and 2 of section 1932 of the California Civil Code, but such waiver shall not limit any of the rights of the Town under the terms of this Lease Agreement.

The Town shall also pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Corporation or the Town affecting the Property or the respective interests or estates therein; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Town shall be obligated to pay only such installments as are required to be paid during the Term of the Lease Agreement as and when the same become due.

The Town may, at the Town’s expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Corporation or the Municipal Bond Insurer shall notify the Town that, in the opinion of Independent Counsel, by nonpayment of any such items, the interest of the Corporation in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the Town shall promptly pay such taxes, assessments or charges or provide the Corporation and the Municipal Bond Insurer with full security against any loss which may result from nonpayment, in form satisfactory to the Corporation and the Municipal Bond Insurer. The Town shall provide the Corporation and the Municipal Bond Insurer with written notice of any such contest and shall provide such updates on the contest as the Corporation may reasonably request.

Section 5.2. Modification of Property. The Town shall, at its own expense, have the right to remodel the Property or to make additions, modifications and improvements to the Property.

All additions, modifications and improvements to the Property shall thereafter comprise part of the Property and be subject to the provisions of this Lease Agreement. Such additions, modifications and improvements shall not in any way damage the Property, substantially alter its nature, cause the interest component of Lease Payments to be subject to federal income taxes or cause the Property to be used for purposes other than those authorized under the provisions of State and federal law; and the Property, upon completion of any additions, modifications and improvements made thereto pursuant to this Section 5.2, shall be of a value which is not substantially less than the value of the Property immediately prior to the making of such additions, modifications and improvements. The Town will not permit any mechanic’s or other lien to be established or remain against the Property for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the Town pursuant to this Section 5.2; provided that if any such lien is established and the Town shall first notify the Corporation of the Town’s intention to do so, the

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Town may in good faith contest any lien filed or established against the Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom and shall provide the Corporation with full security against any loss or forfeiture which might arise from the nonpayment of any such item, in form satisfactory to the Corporation. The Corporation will cooperate fully in any such contest, upon the request and at the expense of the Town.

Section 5.3. Public Liability and Property Damage Insurance. The Town shall maintain or cause to be maintained, throughout the Term of the Lease Agreement, insurance policies, including a standard comprehensive general insurance policy or policies in protection of the Corporation, the Town, the Trustee and the Municipal Bond Insurer and their respective members, officers, agents and employees. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the Town and may be maintained through a nonprofit public benefit corporation created for such purpose or, with the prior written consent of the Municipal Bond Insurer, in the form of self-insurance by the Town.

Said policy or policies shall provide for indemnification of said parties against direct or consequential loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $100,000 (subject to a deductible clause of not to exceed $5,000) for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the Town and may be maintained in the form of insurance maintained through a nonprofit, public benefit corporation created for such purpose or, with the prior written consent of the Municipal Bond Insurer, in the form of self-insurance by the Town. The Net Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the insurance proceeds shall have been paid.

Section 5.4. Fire and Extended Coverage Insurance; No Earthquake Insurance. The Town shall maintain, or cause to be maintained throughout the Term of the Lease Agreement, insurance against loss or damage to any part of the Property constituting structures, if any, by fire and lightning, with extended coverage and vandalism and malicious mischief insurance; provided, however, that the Town shall not be required to maintain earthquake insurance with respect to the Property. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to one hundred percent (100%) of the replacement cost of such portion of the Property, if any.

Such insurance may be subject to deductible clauses of not to exceed $100,000 for any one loss.

Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage insurance carried by the Town and, with the prior written consent of the Municipal Bond Insurer, may be maintained in whole or in part in the form of insurance maintained through a nonprofit public benefit corporation created for such purpose. The Net Proceeds of such insurance shall be applied as provided in Section 6.2(a) hereof. The Town may not satisfy the requirements of this Section 5.4 for fire and extended coverage insurance with self-insurance except with the prior written consent of the Municipal Bond Insurer.

Section 5.5. Rental Interruption Insurance. The Town shall maintain, or cause to be maintained, throughout the Term of the Lease Agreement rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of any part of the Property during the Term of the Lease Agreement as a result of any of the hazards covered in the insurance

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required by Section 5.4 hereof, if any, in an amount at least equal to two times maximum annual Lease Payments. The Net Proceeds of such insurance shall be paid to the Trustee and deposited in the Lease Payment Fund and shall be credited towards the payment of the Lease Payments in the order in which such Lease Payments come due and payable. Such insurance may be maintained as part of or in conjunction with any other insurance carried by the Town and, with the prior written consent of the Municipal Bond Insurer, may be maintained in whole or in part in the form of insurance maintained through a nonprofit, public benefit corporation created for such purpose but not in the form of self-insurance by the Town.

Section 5.6. Title Insurance.
(a) The Town shall obtain and maintain throughout the Term of this Lease Agreement, from moneys in the Delivery Costs Fund or at its own expense, on the Closing Date, a CLTA title insurance policy in form and substance acceptable to the Municipal Bond Insurer in the amount of not less than the principal amount of the Certificates, insuring the Town’s fee and leasehold estate in the Property, subject only to Permitted Encumbrances. (b) The Net Proceeds of such title insurance shall be applied as provided in Section 6.2(c) hereof.

Section 5.7. Insurance Net Proceeds; Form of Policies. Each policy or other evidence of insurance required by Sections 5.3, 5.4 and 5.5 hereof shall provide that all proceeds thereunder shall be payable to the Trustee and, to the extent required hereunder,, shall name the Trustee and the Municipal Bond Insurer as additional insureds and shall be applied as provided in Section 6.2 hereof. Insurance must be provided by an insurer rated “A” or better by S&P or A.M. Best Company, unless waived by the Municipal Bond Insurer (and notified the Trustee in writing). The Town shall pay or cause to be paid when due the premiums for all insurance policies required by this Lease Agreement. All policies evidencing required insurance shall provide thirty (30) days’ prior written notice to the Corporation, the Town, the Trustee and the Municipal Bond Insurer of any cancellation, reduction in amount or material change in coverage. The Trustee shall not be responsible for the sufficiency of any insurance herein required, including any forms of self-insurance and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss.

The Town shall cause to be delivered annually on or before each July 1 to the Trustee and the Municipal Bond Insurer a certification, signed by a Town Representative, stating compliance with the provisions of Section 5.3, 5.4 and 5.5 of this Lease Agreement. The Trustee shall be entitled to rely on such certification without independent investigation. The Town shall have the adequacy of any insurance reserves maintained by the Town or by a nonprofit public benefit corporation, if applicable, for purposes of the insurance required by Section 5.3, 5.4 and 5.5 hereof reviewed at least annually, on or before each July 1, by an independent insurance consultant and shall maintain reserves in accordance with the recommendations of such consultant to the extent moneys are available for such purpose and not otherwise appropriated.

Section 5.8. Advances. If the Town shall fail to perform any of its obligations under this Article V, the Corporation or the Trustee may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and the Town shall be obligated to repay all such advances as soon as possible, with interest at a rate equal to the rate then payable with respect to the Certificates from the date of the advance to the date of repayment.

Section 5.9. Installation of Town’s Equipment. The Town may, at any time and from time to time in its sole discretion and at its own expense, install or permit to be installed items of equipment or other personal property in or upon any portion of the Property. All such items

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shall remain the sole property of the Town in which neither the Corporation nor the Trustee shall have any interest and may be modified or removed by the Town at any time provided that the Town shall repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement shall prevent the Town from purchasing or leasing items to be installed pursuant to this Section 5.9 under a lease or conditional sale agreement, or subject to a vendor’s lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Property.

Section 5.10. Liens. The Town shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, other than the respective rights of the Corporation and the Town as provided herein and Permitted Encumbrances. Except as expressly provided in this Article V, the Town shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise at any time. The Town shall reimburse the Corporation for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim.

Section 5.11. Private Activity Bond Limitation. The Town shall assure that proceeds of the Certificates are not so used as to cause the Certificates or the Lease Agreement to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code.

Section 5.12. Federal Guarantee Prohibition. The Town shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Certificates or the Lease Agreement to be “federally guaranteed” within the meaning of section 149(b) of the Code.

Section 5.13. Rebate Requirement. The Town shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Certificates and the Lease Agreement.

Section 5.14. No Arbitrage. The Town shall not take or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Certificates which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Certificates or the Lease Agreement to be “arbitrage bonds” within the meaning of section 148 of the Code.

Section 5.15. Maintenance of Tax-Exemption. The Town shall take all actions necessary to assure the exclusion of interest with respect to the Certificates from the gross income of the Owners of the Certificates to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the Closing Date.

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ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF

NET PROCEEDS
Section 6.1. Eminent Domain.
(a) If all of the Property shall be taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the Term of this Lease Agreement shall cease as of the day possession shall be so taken. If less than all of the Property shall be taken permanently, or if all of the Property or any part thereof shall be taken temporarily under the power of eminent domain, (1) this Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (2) there shall be a partial abatement of Lease Payments as a result of the application of the Net Proceeds of any eminent domain award to the prepayment of the Lease Payments hereunder, in an amount to be agreed upon by the Town and the Corporation (with the prior approval of the Municipal Bond Insurer), and so certified to by the parties to the Trustee, such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Property, except to the extent of special funds are available for the payment of Lease Payments. (b) The Town hereby covenants and agrees, to the extent it may lawfully do so, that so long as any of the Certificates remain outstanding and unpaid, the Town will not exercise the power of condemnation with respect to the Property. The Town further covenants and agrees, to the extent it may lawfully do so, that if for any reason the foregoing covenant is determined to be unenforceable or if the Town should fail or refuse to abide by such covenant and condemns the Property, the appraised value of the leased property shall not be less than the greater of (i) if such Certificates are then subject to redemption, the principal and interest components of the Certificates outstanding through the date of their redemption, or (ii) if such Certificates are not then subject to redemption, the amount necessary to defease such Certificates to the first available redemption date in accordance with the Trust Agreement.

Section 6.2. Application of Net Proceeds.
(a) From Insurance Award. The Net Proceeds of any insurance award resulting from any damage to or destruction of any portion of the Property constituting structures, if any, by fire or other casualty shall be paid by the Town to the Trustee, as assignee of the Corporation under the Assignment Agreement, deposited in the Insurance and Condemnation Fund held by the Trustee and applied as set forth in Section 6.01 of the Trust Agreement. (b) From Eminent Domain Award. The Net Proceeds of any eminent domain award resulting from any event described in Section 6.1 hereof shall be paid by the Town to the Trustee, as assignee of the Corporation under the Assignment Agreement, deposited in the Insurance and Condemnation Fund and applied as set forth in Section 7.02 of the Trust Agreement.
(c) From Title Insurance. The Net Proceeds of any title insurance award shall be paid to the Trustee, as assignee of the Corporation under the Assignment Agreement, deposited in the Insurance and Condemnation Fund and applied as set forth in Section 7.03 of the Trust Agreement.

Section 6.3. Abatement of Lease Payments in the Event of Damage or Destruction. Lease Payments shall be abated during any period in which, by reason of damage or destruction,

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there is substantial interference with the use and occupancy by the Town of the Property or any portion thereof (other than any portions of the Property described in Section 5.2 hereof) to the extent to be agreed upon by the Town and the Corporation and communicated by a Town Representative to the Trustee. The parties agree that the amounts of the Lease Payments under such circumstances shall not be less than the amounts of the unpaid Lease Payments as are then set forth in Exhibit C, unless such unpaid amounts are determined to be greater than the fair rental value of the portions of the Property not damaged or destroyed (giving due consideration to the factors identified in the last sentence of Section 4.4(d)), based upon any appropriate method of valuation, in which event the Lease Payments shall be abated such that they represent said fair rental value. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction as communicated by a Town Representative to the Trustee. In the event of any such damage or destruction, this Lease Agreement shall continue in full force and effect and the Town waives any right to terminate this Lease Agreement by virtue of any such damage and destruction. Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section 6.3 to the extent that (a) the proceeds of rental interruption insurance or (b) amounts in the Insurance and Condemnation Fund and/or the Lease Payment Fund are available to pay Lease Payments which would otherwise be abated under this Section 6.3, it being hereby declared that such proceeds and amounts constitute special funds for the payment of the Lease Payments. If an abatement event has occurred but remedied, the Town shall be required to extend the Term of this Lease Agreement, as described in Section 4.2, so that amounts abated are recouped.

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ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS; INDEMNIFICATION
Section 7.1. Disclaimer of Warranties. THE CORPORATION MAKES NO WARRANTY

OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,

CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR

FITNESS FOR THE USE CONTEMPLATED BY THE TOWN OF THE PROPERTY OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY. IN NO

EVENT SHALL THE CORPORATION OR ITS ASSIGNS BE LIABLE FOR INCIDENTAL,

INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR

ARISING OUT OF THE SITE AND FACILITY LEASE, THIS LEASE AGREEMENT OR THE

TRUST AGREEMENT FOR THE EXISTENCE, FURNISHING, FUNCTIONING OR THE TOWN’S USE OF THE PROPERTY.

Section 7.2. Access to the Property. The Town agrees that the Corporation and any Corporation Representative, and the Corporation’s successors or assigns, and the Municipal Bond Insurer shall have the right at all reasonable times to enter upon and to examine and inspect the Property. The Town further agrees that the Corporation, any Corporation Representative, and the Corporation’s successors or assigns, and the Municipal Bond Insurer shall have such rights of access to the Property as may be reasonably necessary to cause the proper maintenance of the Property in the event of failure by the Town to perform its obligations hereunder.

Section 7.3. Release and Indemnification Covenants. The Town shall and hereby agrees to indemnify and save the Corporation and the Trustee and their officers, agents, directors, employees, successors and assigns harmless from and against all charges, costs, claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Property by the Town, (ii) any breach or default on the part of the Town in the performance of any of its obligations under this Lease Agreement or the Trust Agreement, (iii) any act or omission of the Town or of any of its agents, contractors, servants, employees or licensees with respect to the Property, (iv) any act or omission of any sublessee of the Town with respect to the Property, (v) the authorization of payment of Project Costs, or (vi) the authorization of payment of the Delivery Costs. Such indemnification shall include the costs and expenses of defending any claim or liability arising under this Lease Agreement or the Trust Agreement and the transactions contemplated thereby.

No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, negligence or breach of duty under this Lease Agreement by the Corporation, its officers, agents, directors, employees, successors or assigns.

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ARTICLE VIII

ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.1. Assignment by the Corporation. The Corporation’s rights under this Lease Agreement, including the right to receive and enforce payment of the Lease Payments to be made by the Town under this Lease Agreement (but except for its rights to give consents and approvals hereunder), have been assigned to the Trustee pursuant to the Assignment Agreement.

Section 8.2. Assignment and Subleasing by the Town. This Lease Agreement may not be assigned by the Town. The Town may sublease the Property or any portion thereof, but only with the written consent of the Corporation and the Municipal Bond Insurer and subject to, and delivery to the Corporation and the Trustee and the Municipal Bond Insurer of a certificate as to, all of the following conditions:
(d) This Lease Agreement and the obligation of the Town to make Lease Payments hereunder shall remain obligations of the Town;
(b) The Town shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Corporation, the Trustee and the Municipal Bond Insurer a true and complete copy of such sublease;
I No such sublease by the Town shall cause the Property to be used for a purpose other than as may be authorized under the provisions of the Constitution and laws of the State; and (d) The Town shall furnish the Corporation, the Trustee and the Municipal Bond Insurer with a written opinion of Bond Counsel, which shall be an Independent Counsel, stating that such sublease does not cause the interest components of the Lease Payments to become subject to federal income taxes or State personal income taxes.

Section 8.3. Amendment of Lease Agreementa) Substitution of Site or Facility. The Town shall have, and is hereby granted, the option at any time and from time to time during the Term of the Lease Agreement to substitute other land (a “Substitute Site”) and/or a substitute facility (a “Substitute Facility”) for the Site (the “Former Site”), or a portion thereof, and/or the Facility (the “Former Facility”), or a portion thereof, provided that the Town shall satisfy all of the following requirements (to the extent applicable) which are hereby declared to be conditions precedent to such substitution).
(i) If a substitution of the Site, the Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit A to the Site and Facility Lease which adds thereto a description of such Substitute Site and deletes therefrom the description of the Former Site;
(ii) If a substitution of the Site, the Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit A to this Lease Agreement which adds thereto a description of such Substitute Site and deletes therefrom the description of the Former Site;
(iii) If a substitution of the Facility, the Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit B to the Site and Facility Lease which adds thereto a description of such Substitute Facility and deletes therefrom the description of the Former Facility;

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(iv) If a substitution of the Facility, the Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit B to this Lease Agreement which adds thereto a description of such Substitute Facility and deletes therefrom the description of the Former Facility;
(v) The Town shall certify in writing to the Corporation, the Trustee and the Municipal Bond Insurer that such Substitute Site and/or Substitute Facility serve the purposes of the Town, constitutes property that is unencumbered, subject to Permitted Encumbrances, and constitutes property which the Town is permitted to lease under the laws of the State;
(vi) The Town delivers to the Corporation, the Trustee and the Municipal Bond Insurer a Certificate of a Town Representative based on insurance values or any other reasonable basis of valuation received by the Town (which need not require an appraisal) that the value of the Property following such substitution is equal to or greater than the Outstanding principal amount of the Certificates and confirms in writing to the Trustee that the indemnification provided pursuant to Section 11.03 of the Trust Agreement applies with respect to the Substitute Site and/or Substitute Facility; (vii) The Substitute Site and/or Substitute Facility shall not cause the Town to violate any of its covenants, representations and warranties made herein and in the Trust Agreement, as evidenced by a Certificate of a Town Representative delivered to the Trustee;
(viii) The Town shall obtain an amendment to the title insurance policy required pursuant to Section 5.6 hereof which adds thereto a description of the Substitute Site and deletes therefrom the description of the Former Site;
(ix) The Town shall certify that the Substitute Site and/or the Substitute Facility is of the same or greater essentiality to the Town as was the Former Site and/or the Former Facility;
(x) The Town shall provide notice of the substitution to any rating agency then rating the Certificates which rating was provided at the request of the Town or the Corporation; and
(xi) The Town shall furnish the Corporation, the Trustee and the Municipal Bond Insurer with a written opinion of Bond Counsel, which shall be an Independent Counsel, stating that such substitution does not cause the interest components of the Lease Payments to become subject to federal income taxes or State personal income taxes. (b) Release of Site. The Town shall have, and is hereby granted, the option at any time and from time to time during the Term of the Lease Agreement to release any portion of the Site, provided that the Town shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such release.
(i) The Town shall file with the Corporation and the Trustee an amended Exhibit A to the Site and Facility Lease which describes the Site, as revised by such release; (ii) The Town shall file with the Corporation and the Trustee an amended Exhibit A to this Lease Agreement which describes the Site, as revised by such release;

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(iii) The Town delivers to the Corporation and the Trustee a Certificate of a Town Representative based on insurance values or any other reasonable basis of valuation received by the Town (which need not require an appraisal) that the value of the Property, as revised by such release, is equal to or greater than the Outstanding principal amount of the Certificates and confirms in writing to the Trustee and the Corporation that the indemnification provided pursuant to Section 11.03 of the Trust Agreement applies with respect to the Site, as revised by such release; (iv) Such release shall not cause the Town to violate any of its covenants, representations and warranties made herein and in the Trust Agreement, as evidenced by a Certificate of a Town Representative delivered to the Trustee; (v) The Town shall obtain an amendment to the title insurance policy required pursuant to Section 5.6 hereof which describes the Site, as revised by such release; and (vi) The Town shall provide notice of the release to any rating agency then rating the Certificates which rating was provided at the request of the Town or the Corporation.
(c) Release of Facility. The Town shall have, and is hereby granted, the option at any time and from time to time during the Term of the Lease Agreement to release any portion of the Facility, provided that the Town shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such release.
(i) The Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit B to the Site and Facility Lease which describes the Facility, as revised by such release;
(ii) The Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit B to this Lease Agreement which describes the Facility, as revised by such release;
(iii) The Town delivers to the Corporation, the Trustee and the Municipal Bond Insurer a Certificate of a Town Representative based on insurance values or any other reasonable basis of valuation received by the Town (which need not require an appraisal) that the value of the Property, as revised by such release, is equal to or greater than the Outstanding principal amount of the Certificates and confirms in writing to the Trustee and the Corporation that the indemnification provided pursuant to Section 11.03 of the Trust Agreement applies with respect to the Facility, as revised by such release; (iv) Such release shall not cause the Town to violate any of its covenants, representations and warranties made herein and in the Trust Agreement, as evidenced by a Certificate of a Town Representative delivered to the Trustee; and (v) The Town shall provide notice of the release to any rating agency then rating the Certificates which rating was provided at the request of the Town or the Corporation.
(d) Generally. The Corporation and the Town may at any time amend or modify any of the provisions of this Lease Agreement, but only (i) with the prior written consent of the Municipal Bond Insurer, (ii) with the prior written consent of the Owners of a majority in aggregate principal amount of the Outstanding Certificates, or (iii) without the consent of any of

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the Owners, but only if such amendment or modification is for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Town contained in this Lease Agreement, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the Town; (ii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or in any other respect whatsoever as the Corporation and the Town may deem necessary or desirable, provided that, in the opinion of Bond Counsel, such modifications or amendments will not materially adversely affect the interests of the Owners; or (iii) to amend any provision thereof relating to the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exclusion from gross income of interest with respect to the Certificates under the Code, in the opinion of Bond Counsel.

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ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default Defined. The following shall be “events of default” under this Lease Agreement and the terms “Events of Default” and “Default” shall mean, whenever they are used in this Lease Agreement, any one or more of the following events:
(a) Failure by the Town to pay any Lease Payment, any Additional Payment or other payment required to be paid hereunder at the time specified herein. (b) Failure by the Town to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Lease Agreement (including failure to request appropriation pursuant to Section 4.4(e) hereof) or under the Trust Agreement, other than as referred to in clause (a) of this Section 9.1, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the Town by the Corporation, the Trustee, the Municipal Bond Insurer or the Owners of not less than five percent (5%) in aggregate principal amount of Certificates then outstanding; provided, however, if the failure stated in the notice can be corrected, but not within the applicable period, the Corporation, the Trustee (as directed by such Owners of not less than 5% in aggregate principal amount of Certificates then Outstanding) and such Owners shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the Town within the applicable period and diligently pursued until the default is corrected; provided further, however, that no grace period for a covenant default shall exceed 30 days, nor be extended for more than 60 days, without the prior written consent of the Municipal Bond Insurer.
(c) The filing by the Town of a voluntary petition in bankruptcy, or failure by the Town promptly to lift any execution, garnishment or attachment, or adjudication of the Town as a bankrupt, or assignment by the Town for the benefit of creditors, or the entry by the Town into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Town in any proceedings instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar acts which may hereafter be enacted.

Section 9.2. Remedies on Default. The Trustee, acting at the direction of the Municipal Bond Insurer, shall have the right to re-enter and re-let the Property and to terminate this Lease Agreement. The Municipal Bond Insurer shall have the right to control all remedies for default under both this Lease Agreement and the Trust Agreement.

Whenever any Event of Default referred to in Section 9.1 hereof shall have happened and be continuing, it shall be lawful for the Corporation to exercise any and all remedies available pursuant to law or granted pursuant to this Lease Agreement; provided, however, that notwithstanding anything herein or in the Trust Agreement to the contrary, there shall be no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the Town is expressly made a condition and upon the breach thereof, the Corporation may exercise any and all rights of entry and re-entry upon the Property, and also, at its option, with or without such entry, may terminate this Lease Agreement; provided, that no such termination shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. In the event of such default and notwithstanding any re-entry by the Corporation, the Town shall, as herein expressly provided, continue to remain liable for the payment of the Lease Payments and/or

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damages for breach of this Lease Agreement and the performance of all conditions herein contained and, in any event, such rent and/or damages shall be payable to the Corporation at the time and in the manner as herein provided, to wit:
(a) In the event the Corporation or the Trustee does not elect to terminate this Lease Agreement in the manner hereinafter provided for in subparagraph (b) hereof, as directed by the Municipal Bond Insurer, the Town agrees to and shall remain liable for the payment of all Lease Payments and Additional Payments and the performance of all conditions herein contained and shall reimburse the Corporation for any deficiency arising out of the re-leasing of the Property, or, in the event the Corporation is unable to re-lease the Property, then for the full amount of all Lease Payments and Additional Payments to the end of the Term of the Lease Agreement, but said Lease Payments and Additional Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments and Additional Payments hereunder, notwithstanding such entry or re-entry by the Corporation or any suit in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such re-entry or obtaining possession of the Property or the exercise of any other remedy by the Corporation. The Town hereby irrevocably appoints the Corporation as the agent and attorney-in-fact of the Town to enter upon and re-lease the Property in the event of default by the Town in the performance of any covenants herein contained to be performed by the Town and to remove all personal property whatsoever situated upon the Property, to place such property in storage or other suitable place within Mono County, for the account of and at the expense of the Town, and the Town hereby exempts and agrees to save harmless the Corporation from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re-leasing of the Property and the removal and storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. The Town hereby waives any and all claims for damages caused or which may be caused by the Corporation in re-entering and taking possession of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the Town that may be in or upon the Property. The Town agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Corporation to re-lease the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Corporation in effecting such re-leasing shall constitute a surrender or termination of this Lease Agreement irrespective of the term for which such releasing is made or the terms and conditions of such re-leasing, or otherwise, but that, on the contrary, in the event of such default by the Town the right to terminate this Lease Agreement shall vest in the Corporation to be effected in the sole and exclusive manner hereinafter provided for in paragraph (b) hereof.
(b) In an Event of Default hereunder, the Corporation at the direction of the Municipal Bond Insurer may terminate this Lease Agreement and re-lease all or any portion of the Property. In the event of the termination of this Lease Agreement by the Corporation at its option and in the manner hereinafter provided on account of default by the Town (and notwithstanding any re-entry upon the Property by the Corporation in any manner whatsoever or the re-leasing of the Property), the Town nevertheless agrees to pay to the Corporation all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments. Any surplus received by the Corporation from such re-leasing shall be credited towards the Lease Payments next coming due and payable. Neither notice to pay rent or to deliver up possession of the premises given pursuant to law nor any proceeding in unlawful detainer taken by the Corporation shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the Town shall be or become effective by operation of law, or otherwise, unless and until the Corporation shall have given written notice to the Town of the

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election on the part of the Corporation to terminate this Lease Agreement. The Town covenants and agrees that no surrender of the Property and/or of the remainder of the Term of the Lease Agreement or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Corporation by such written notice.

Section 9.3. No Remedy Exclusive. No remedy herein is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Corporation to exercise any remedy reserved to it in this Article IX it shall not be necessary to give any notice, other than such notice as may be required in this Article IX or by law.

Section 9.4. Agreement to Pay Attorneys’ Fees and Expenses. In the event either party to this Lease Agreement should default under any of the provisions hereof and the non-defaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand, pay to the non-defaulting party the reasonable fees and expenses of such attorneys and such other expenses so incurred by the non-defaulting party; provided, however, that the Trustee shall not be required to expend its own funds for any payment described in this Section 9.4.

Section 9.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

Section 9.6. Application of Proceeds. All net proceeds received from the re-lease or other disposition of the Property under this Article IX, and all other amounts derived by the Corporation or the Trustee as a result of an Event of Default hereunder, shall be applied in accordance with Section 13.03 of the Trust Agreement.

Section 9.7. Trustee and Certificate Owners to Exercise Rights. Such rights and remedies as are given to the Corporation under this Article IX have been assigned by the Corporation to the Trustee under the Assignment Agreement, to which assignment the Town hereby consents.

Such rights and remedies shall be exercised by the Trustee, the Municipal Bond Insurer and the Owners of the Certificates as provided in the Trust Agreement and herein.

Section 9.8. No Right to Terminate for Corporation Default. The Town shall not have the right to terminate this Lease Agreement as a remedy for a default by the Corporation in the performance of its obligations hereunder.

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ARTICLE X

PREPAYMENT OF LEASE PAYMENTS
Section 10.1. Security Deposit. Notwithstanding any other provision of this Lease Agreement, the Town may, on any date, secure the payment of all or a portion of the Lease Payments remaining due by an irrevocable deposit with the Trustee or an escrow holder under an escrow deposit and trust agreement as referenced in Sections 15.01(b) and (c) of the Trust Agreement, of: (a) in the case of a security deposit relating to all Lease Payments, either (i) cash in an amount which, together with amounts on deposit in the Lease Payment Fund and the Insurance and Condemnation Fund and the Reserve Fund, is sufficient to pay all unpaid Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit C, or (ii) Defeasance Obligations in such amount as will, in the written opinion of an independent certified public accountant or other firm of recognized experts in such matters (addressed to the Municipal Bond Insurer), together with interest to accrue thereon and, if required, all or a portion of moneys or Defeasance Obligations or cash then on deposit and interest earnings thereon in the Lease Payment Fund and the Insurance and Condemnation Fund and the Reserve Fund, be fully sufficient to pay all unpaid Lease Payments on their respective Lease Payment Dates; or (b) in the case of a security deposit relating to a portion of the Lease Payments, a certificate executed by a Town Representative designating the portion of the Lease Payments to which the deposit pertains, and either (i) cash in an amount which is sufficient to pay the portion of the Lease Payments designated in such Town Representative’s certificate, including the principal and interest components thereof, or (ii) Defeasance Obligations in such amount as will, together with interest to be received thereon, if any, in the written opinion of an independent certified public accountant or other firm of recognized experts in such matters (addressed to the Municipal Bond Insurer), be fully sufficient to pay the portion of the Lease Payments designated in the aforesaid Town Representative’s certificate.

In the event of a deposit pursuant to this Section 10.1 as to all Lease Payments and the payment of all fees, expenses and indemnifications owed to the Trustee and payment of all amounts owed to the Municipal Bond Insurer, all obligations of the Town under this Lease Agreement shall cease and terminate, excepting only the obligation of the Town to make, or cause to be made, all payments from the deposit made by the Town pursuant to this Section

10.1 and the obligations of the Town pursuant to Section 5.12 hereof and title to the Property shall vest in the Town on the date of said deposit automatically and without further action by the Town or the Corporation. Said deposit and interest earnings thereon shall be deemed to be and shall constitute a special fund for the payments provided for by this Section 10.1 and said obligation shall thereafter be deemed to be and shall constitute the installment purchase obligation of the Town for the Property. Upon said deposit, the Corporation will execute or cause to be executed any and all documents as may be necessary to confirm title to the Property in accordance with the provisions hereof. In addition, the Corporation hereby appoints the Town as its agent to prepare, execute and file or record, in appropriate offices, such documents as may be necessary to place record title to the Property in the Town.

Section 10.2. Prepayment Option. The Corporation hereby grants an option to the Town to prepay the principal component of the Lease Payments in full, by paying the aggregate unpaid principal components of the Lease Payments as set forth in Exhibit C hereto, or in part, in a prepayment amount equal to the principal amount of Lease Payments to be prepaid, together with accrued interest to the date fixed for prepayment, without premium.

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Said option may be exercised on any date, on and after April 15,2032. In the event of prepayment in part, the partial prepayment shall be applied against Lease Payments in such order of payment date as shall be selected by the Town.

Lease Payments due after any such partial prepayment shall be in the amounts set forth in a revised Lease Payment schedule which shall be provided by, or caused to be provided by, the Town to the Trustee and which shall represent an adjustment to the schedule set forth in Exhibit C attached hereto considering said partial prepayment.

Notwithstanding the foregoing, the Town shall not be permitted to prepay any Lease Payments if any amounts are owed to the Municipal Bond Insurer with respect to the Municipal Bond Insurance Policy or the Reserve Policy.

Section 10.3. Mandatory Prepayment from Net Proceeds of Insurance, Title Insurance or Eminent Domain. The Town shall be obligated to prepay the Lease Payments, in whole on any date or in part on any Lease Payment Date, from and to the extent of any Net Proceeds of an insurance, title insurance or condemnation award with respect to the Property theretofore deposited in the Lease Payment Fund for such purpose pursuant to Article VI hereof and Article VI of the Trust Agreement. The Town and the Corporation hereby agree that such Net Proceeds shall be applied first to the payment of any delinquent Lease Payments, and thereafter shall be credited towards the Town’s obligations under this Section 10.3. Lease Payments due after any such partial prepayment shall be in the amounts set forth in a revised Lease Payment schedule which shall be provided by, or caused to be provided by, the Town to the Trustee and which shall represent an adjustment to the schedule set forth in Exhibit C attached hereto considering said partial prepayment.

Notwithstanding the foregoing, the Town shall not be permitted to prepay any Lease Payments if any amounts are owed to the Municipal Bond Insurer with respect to the Municipal Bond Insurance Policy or the Reserve Policy.

Section 10.4. Credit for Amounts on Deposit. In the event of prepayment of the principal components of the Lease Payments in full under this Article X, such that the Trust Agreement shall be discharged by its terms as a result of such prepayment, remaining amounts on deposit in the Lease Payment Fund or the Reserve Fund shall be credited towards the amounts then required to be so prepaid.

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ARTICLE XI

MISCELLANEOUS
Section 11.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received 48 hours after deposit in the United States mail in first-class form with postage fully prepaid:

If to the Corporation: Mammoth Lakes Municipal Service Corporation c/o Town of Mammoth Lakes
437 Old Mammoth Road, Suite 230
Mammoth Lakes, CA 93546
Attention: Town Manager
Phone: : (760) 965-3601
To the Town: Town of Mammoth Lakes
437 Old Mammoth Road, Suite 230
Mammoth Lakes, CA 93546
Attention: Town Manager
Phone: (760) 965-3601
To the Trustee: U.S. Bank Trust Company, National Association 555 SW Oak Street
Portland, OR 97204
Attention: Global Corporate Trust
Phone: (503) 464-4199
To the Municipal Bond Insurer: ____________________
____________________
____________________
Attention: ____________________
Re: Municipal Bond Insurance Policy No. ____
Re: Reserve Policy No. ____
The Corporation, the Town and the Trustee and the Municipal Bond Insurer, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent.

Section 11.2. Information to be Given to the Municipal Bond Insurer. (a) The Town shall provide the Municipal Bond Insurer with the following information:
(i) the fiscal year budget of the Town within thirty (30) days after adoption of such budget;
(ii) not later than one hundred fifty (150) days after the end of the fiscal year, audited financial statements of the Town prepared by an independent certified public accountant, together with a certificate of the Town stating that no event of default has occurred or is continuing under this Lease Agreement or the Trust Agreement; (iii) prior to the incurrence of additional general fund-secured obligations, any disclosure document or financing agreement pertaining to such additional obligations, which disclosure document or financing agreement shall include, without limitation, the applicable maturity schedule, interest rate or rates, redemption and security provisions pertaining to any such additional obligations;

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(iv) within thirty (30) days following any litigation or investigation that may have a material adverse affect on the financial position of the Town of such litigation; (v) immediate notice of any draw on the Reserve Fund other than (i) withdrawals of amounts in excess of the Reserve Requirement and (ii) withdrawals in connection with a refunding of the Certificates;
(vi) notice of any Event of Default known to the within five Business Days after knowledge thereof;
(vii) any event of abatement under this Lease Agreement; (viii) prior notice of the advance refunding or redemption of any of the Certificates, including the principal amount, maturities and CUSIP numbers thereof; (ix) notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto;
(x) notice of the commencement of any proceeding by or against the Town or the Corporation commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding");
(xi) notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal or interest with respect to the Certificates;
(xii) a full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Trust Agreement, the Site and Facility Lease and/or this Lease Agreement; and
(xiii) all reports, notices and correspondence to be delivered to Owners under the terms of the Trust Agreement and/or this Lease Agreement. (b) The Town will permit the Municipal Bond Insurer to discuss the affairs, finances and accounts of the Town or any information the Municipal Bond Insurer may reasonably request regarding the security for the Lease Payments with appropriate officers of the Town. The Town will permit the Municipal Bond Insurer to have access to the Property and have access to and to make copies of all books and records relating to the Certificates at any reasonable time upon reasonable notice on any Business Day.
the Municipal Bond Insurer shall have the right to direct an accounting at the Town’s expense, and the Town’s failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from the Municipal Bond Insurer shall be deemed an Event of Default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any Owner.

Section 11.3. The Municipal Bond Insurer as Third Party Beneficiary. To the extent that this Lease Agreement confers upon or gives or grants to the Municipal Bond Insurer any right, remedy or claim under or by reason of this Lease Agreement, the Municipal Bond Insurer is

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explicitly recognized as being a third party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.

Section 11.4. Binding Effect. This Lease Agreement shall inure to the benefit of and shall be binding upon the Corporation and the Town and their respective successors and assigns.

Section 11.5. Severability. In the event any provision of this Lease Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 11.6. Net-net-net Lease. This Lease Agreement shall be deemed and construed to be a “net-net-net lease” and the Town hereby agrees that the Lease Payments shall be an absolute net return to the Corporation, free and clear of any expenses, charges or set-offs whatsoever.

Section 11.7. Third Party Beneficiary. The Trustee is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary.

Section 11.8. Further Assurances and Corrective Instruments. The Corporation and the Town agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intentions of this Lease Agreement.

Section 11.9. Execution in Counterparts. This Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The exchange of copies of this Lease Agreement and of signature pages by facsimile or pdf transmission shall constitute effective execution and delivery of this Lease Agreement to the parties hereto and may be used in lieu of the original Lease Agreement and signature pages for all purposes.

Section 11.10. Applicable Law. This Lease Agreement shall be governed by and construed in accordance with the laws of the State.

Section 11.11. Corporation and Town Representatives. Whenever under the provisions of this Lease Agreement the approval of the Corporation or the Town is required, or the Corporation or the Town is required to take some action at the request of the other, such approval or such request shall be given for the Corporation by a Corporation Representative and for the Town by a Town Representative, and each party hereto shall be authorized to rely upon any such approval or request.

Section 11.12. Captions. The captions or headings in this Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Section of this Lease Agreement.
[Remainder of this page is intentionally left blank]

S-1
[Signature page to Lease Agreement]
IN WITNESS WHEREOF, the Corporation has caused this Lease Agreement to be executed in its name by its duly authorized officers; and the Town has caused this Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written.

MAMMOTH LAKES MUNICIPAL

SERVICE CORPORATION
By
_________
Executive Director

TOWN OF MAMMOTH LAKES
By
_________
Town Manager

Exhibit A

EXHIBIT A

DESCRIPTION OF THE SITE
The land referred to herein is situated in the State of California, County of Mono and described as follows:

Community Recreation Center Site
(686 Old Mammoth Road, Mammoth Lakes)
APN:

Police Station Site
(58 Thompson Way, Mammoth Lakes)

THAT PORTION OF THAT PROPERTY IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO,

STATE OF CALIFORNIA, DESCRIBED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS INSTRUMENT NO. 2007- 007311 OF OFFICIAL RECORDS IN THE OFFICE ON THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID PROPERTY, SAID CORNER MARKED BY A BLM BRASS CAP AT A 1/1024 CORNER OF SECTION 35, TOWNSHIP 3 SOUTH, RANGE 27 EAST,

MOUNT DIABLO BASE AND MERIDIAN, PER THE OFFICIAL GOVERNMENT PLAT THEREOF AS SHOWN ON BLM DEPENDENT RESURVEY PLAT 44 219-E TAHT BEARS NORTH 00 DEGREES 16 MINUTES 48 SECONDS EAST 165.44 FEET FROM A BLM BRASS CAP MARKING THE CENTER OF SAID SECTION 35;
THENCE ALONG THE CENTER SECTION LINE OF SAID SECTION 35 NORTH 00 DEGREES 16 MINUTES 48 SECONDS EAST 497.14 FEET;
THENCE SOUTH 88 DEGREES 40 MINUTES 09 SECONDS EAST 645.11 FEET TO A POINT ON A LINE PARALLEL TO AND DISTANT EASTERLY 645.00 FEET MEASURED AT RIGHT ANGLES FROM SAID CENTER SECTION LINE;
THENCE ALONG SAID PARALLEL LINE SOUTH 00 DEGREES 16 MINUTES 48 SECONDS WEST 497.14 FEET MORE OR LESS TO A POINT ON THE NORTH LINE OF THE SOUTH 1/2 SOUTH 1/2 SOUTHWEST 1/4 SOUTHWEST 1/4 NORTHEAST 1/4 OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE NORTH 88 DEGREES 40 MINUTES 09 SECONDS WEST 645.11 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM, THAT PORTION OF THE ABOVE DESCRIBED LAND AS CONVEYED TO THE STATE OF CALIFORNIA, IN THE DEED RECORDED MAY 12, 2008 AS INSTRUMENT NO. 2008- 2313 RECORDS OF MONO COUNTY, CALIFORNIA.

FURTHER EXCEPTING THEREFROM, THAT PORTION CONVEYED TO SOUTHERN MONO HEALTH CARE DISTRICT, A LOCAL HEALTH CARE DISTRICT, IN THE DEED RECORDED JUNE 27, 2013 AS INSTRUMENT NO. 2013-3600, RECORDS OF MONO COUNTY CALIFORNIA.

EXCEPTING THEREFROM: [Mono County Civic Center site]

Exhibit A

COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°03'03", AN ARC LENGTH OF 23.84 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 88°40'09" EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29", AN ARC LENGTH OF 108.62 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 120.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 83°09'11, AN ARC LENGTH OF 21.77 FEET TO THE BEGINNING POINT OF A TANGENT REVERSE CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 210.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 27°42'50", AN ARC LENGTH 101.58 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 33°13'48" EAST, 45.46 FEET TO A POINT OF INTERSECTION WITH THE EAST LINE OF SAID LANDS; THENCE NORTHERLY ALONG SAID EAST LINE NORTH 00°16'48" EAST, 456.91 FEET TO THE NORTH LINE OF SAID LAND;
THENCE ALONG SAID NORTH LINE, NORTH 88°40'09' WEST, 75.12 FEET; THENCE LEAVING SAID NORTH LINE, SOUTH 00°55'09' WEST, 143.19 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 00°55'09" WEST, 102.35 FEET;
THENCE NORTH 89°04'51" WEST, 275.66 FEET;
THENCE NORTH 00°55'09" EAST, 199.59 FEET;
THENCE SOUTH 89°04'51" EAST, 59.49 FEET;
THENCE SOUTH 00°55'09" WEST, 77.11 FEET;

Exhibit A

THENCE SOUTH 89°04'51" EAST, 52.17 FEET;
THENCE SOUTH 00°55'09" WEST, 20.13 FEET;
THENCE SOUTH 89°04'51" EAST, 164.00 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM [Parcel A-1]
COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°03'03", AN ARC LENGTH OF 23.84 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 88°40'09" EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29", AN ARC LENGTH OF 108.62 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 120.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET; THENCE LEAVING SAID DEED LINE, NORTH 88°40'09" WEST, 171.22 FEET; THENCE SOUTH 00°16'48" WEST, 52.99 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM [Parcel A-2]
COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°03'03", AN ARC LENGTH OF 23.84 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 88°40'09"

Exhibit A

EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29", AN ARC LENGTH OF 108.62 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 120.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 83°09'11, AN ARC LENGTH OF 21.77 FEET TO THE BEGINNING POINT OF A TANGENT REVERSE CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 210.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 27°42'50", AN ARC LENGTH 101.58 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 33°13'48" EAST, 45.46 FEET TO A POINT OF INTERSECTION WITH THE EAST LINE OF SAID LANDS; THENCE NORTHERLY ALONG SAID EAST LINE, NORTH 00°16'48" EAST, 144.76 FEET TO A POINT OF INTERSECTION OF SAID EAST LINE AND A PROLONGATION OF SAID DEED LINE; THENCE LEAVING SAID EAST LINE, ALONG SAID PROLONGATED LINE NORTH 88°40'09" WEST,

73.59 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM [Parcel A-3]
COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°03'03", AN ARC LENGTH OF 23.84 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 88°40'09" EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET;
THENCE LEAVING SAID DEED LINE, NORTH 00°16'48" EAST, 52.99 FEET; THENCE SOUTH 88°40'09" EAST, 171.22 FEET TO A POINT ON SAID DEED LINE BEING THE END POINT OF A REVERSE CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 120.00, SAID

Exhibit A

POINT ALSO BEING THE BEGINNING OF A TANGENT LINE;
THENCE ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST, 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET;
THENCE LEAVING SAID DEED LINE, CONTINUING SOUTH 88°40'09" EAST 73.59 FEET TO THE EAST LINE OF SAID LAND;
THENCE NORTHERLY ALONG SAID EAST LINE NORTH 00°16'48" EAST 312.15 FEET TO THE NORTH LINE OF SAID LAND;
THENCE ALONG SAID NORTH LINE NORTH 88°40'09" WEST 75.12 FEET; THENCE SOUTH 00°55'09 WEST 245.54 FEET;
THENCE NORTH 89°04'51" WEST 390.00 FEET;
THENCE SOUTH 00°55'09" WEST, 41.63 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 15.00 FEET;
THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°24'42", AN ARC LENGTH OF 23.67 FEET;
THENCE TANGENT TO SAID CURVE NORTH 88°40'09" WEST 86.73 TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 15.00 FEET; THENCE NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88°56'57", AN ARC LENGTH OF 23.29 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE OF SAID LANDS; THENCE SOUTHERLY PARALLEL TO SAID WEST LINE, SOUTH 00°16'48" WEST, 90.02 FEET TO THE TRUE POINT OF BEGINNING.

Corporation Yard Site
(299 Commerce Drive, Mammoth Lakes)
PARCEL ONE:

LOT 1 OF TRACT NO. 36-161A, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 10 PAGE 6-6A OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 037-200-038
PARCEL TWO:

PARCEL 17 OF PARCEL MAP NO. 36-120, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP FILED DECEMBER 28, 1982 IN BOOK 3, PAGE 7 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM, ALL THAT PORTION AS CONVEYED IN THAT CERTAIN GRANT DEED TO MAMMOTH UNIFIED SCHOOL DISTRICT RECORDED NOVEMBER 9, 2000, INSTRUMENT NO. 2000006680 OFFICIAL RECORDS.

APN: 037-200-06

Exhibit A

Transit Center Site
(210 Commerce Drive, Mammoth Lakes)
PARCEL A:

PARCEL 1 OF PARCEL MAP NO. 36-120, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 7 THROUGH 7C INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL B:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS PARCELS A AND D OF PARCEL MAP NO. 36-120, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 7 THROUGH 7C INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN:

Exhibit B

EXHIBIT B

DESCRIPTION OF THE FACILITY
Community Recreation Center
(686 Old Mammoth Road, Mammoth Lakes)
The Community Recreation Center is a 40,300 square foot Sprung Performance Arena located on the southwest corner of the Mammoth Creek Park site, completed in 2024. The approximate 56-foot tall and 140-foot wide facility will provide year-round programming for the community and visitors. The facility includes locker rooms, public/community space, seating, additional “use areas” (recreational activities, food/beverage sales, rentals, back of house, etc.) restrooms, and administrative areas.

Police Station
(58 Thompsons Way, Mammoth Lakes)
The Police Station is a 5,790 square foot facility, completed in 2017, located on a 2.36 acre site, that provides for Town Police services – sworn and non-sworn activities. The facility includes an armory, a covered entrance, reception area, a sally port, holding cells, a training room and a locker room.

Corporation Yard
(299 Commerce Drive, Mammoth Lakes)
The Corporation Yard includes a building with asphalt paved maintenance yard and two support buildings. The yard is served by an access road and has been improved for drainage. It is also equipped with sewer, water, power, telephone, television and propane gas, as well as a fueling system including card reader, pumps and tanks.

Transit Center
(210 Commerce Drive, Mammoth Lakes)
The Town of Mammoth Lakes Transit Center is jointly operated by the Town and Eastern Sierra Transit Authority (ESTA). The facility is partially leased by ESTA for administrative staff for dispatch, meetings and general office work. ESTA is a joint powers agency that is supported by the Town for transit services.

Drivers and operators use the facility as the main transit yard and begin and end their routes at this facility. Drivers complete their prechecks and some minor maintenance such as installing chains and deicing at the facility. The Town uses a portion of the building to support the Parks and Recreation Department operations. Trackless snow blowers and other seasonal equipment and materials are stored at this facility. The Town maintains offices for parks staff in the conditioned portion of the building.

Exhibit C

EXHIBIT C

SCHEDULE OF LEASE PAYMENTS
Lease Total Annual
Payment Principal Interest Lease Lease
Date Component Component Payment Payments
11/15/24
5/15/25
11/15/25
5/15/26
11/15/26
5/15/27
11/15/27
5/15/28
11/15/28
5/15/29
11/15/29
5/15/30
11/15/30
5/15/31
11/15/31
5/15/32
11/15/32
5/15/33
11/15/33
5/15/34
11/15/34
5/15/35
11/15/35
5/15/36
11/15/36
5/15/37
11/15/37
5/15/38
11/15/38
5/15/39
11/15/39
5/15/40
11/15/40
5/15/41
11/15/41
5/15/42
11/15/42
5/15/43
11/15/43
5/15/44
11/15/44
5/15/45
11/15/45
5/15/46
11/15/46
5/15/47
11/15/47
5/15/48
11/15/48
5/15/49
Total

Quint & Thimmig LLP 01/17/24
13021.16

TRUST AGREEMENT
Dated as of July 1, 2024
by and among
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, the

MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION
and the

TOWN OF MAMMOTH LAKES
(2024 Capital Improvement Financing Project)

-iTABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS
Section 1.01. Definitions ..................................................................................................................................................................2 Section 1.02. Authorization .............................................................................................................................................................2 Section 1.03. Interpretation .............................................................................................................................................................2 Section 1.04. Exhibits .......................................................................................................................................................................2

ARTICLE II

THE CERTIFICATES OF PARTICIPATION
Section 2.01. Authorization .............................................................................................................................................................3 Section 2.02. Date; Payment of Interest .........................................................................................................................................3 Section 2.03. Maturity; Interest Rates; Percentages .....................................................................................................................3 Section 2.04. Interest ........................................................................................................................................................................3 Section 2.05. Forms ...........................................................................................................................................................................4 Section 2.06. Execution ....................................................................................................................................................................4 Section 2.07. Application of Proceeds ...........................................................................................................................................4 Section 2.08. Transfer and Exchange .............................................................................................................................................4 Section 2.09. Certificates Mutilated, Lost, Destroyed or Stolen .................................................................................................5 Section 2.10. Payment ......................................................................................................................................................................5 Section 2.11. Execution of Documents and Proof of Ownership ...............................................................................................6 Section 2.12. Registration Books ....................................................................................................................................................6 Section 2.13. CUSIP Numbers ........................................................................................................................................................6 Section 2.14. Use of Depository ......................................................................................................................................................6

ARTICLE III

ESTABLISHMENT AND DISBURSEMENT OF DELIVERY COSTS FUND AND THE PROJECT FUND Section 3.01. Delivery Costs Fund .................................................................................................................................................9 Section 3.02. Payment of Delivery Costs ......................................................................................................................................9 Section 3.03. Project Fund ...............................................................................................................................................................9 Section 3.04. Payment of Project Costs ..........................................................................................................................................9

ARTICLE IV

REDEMPTION OF CERTIFICATES
Section 4.01. Redemption ..............................................................................................................................................................11 Section 4.02. Selection of Certificates for Redemption .............................................................................................................12 Section 4.03. Notice of Redemption .............................................................................................................................................12 Section 4.04. Partial Redemption of Certificate .........................................................................................................................13 Section 4.05. Purchase of Certificates ..........................................................................................................................................13

ARTICLE V
LEASE PAYMENTS; LEASE PAYMENT FUND
Section 5.01. Assignment of Rights in Lease Agreement .........................................................................................................15 Section 5.02. Establishment of Lease Payment Fund ................................................................................................................15 Section 5.03. Deposits ....................................................................................................................................................................15 Section 5.04. Application of Moneys ...........................................................................................................................................15 Section 5.05. Surplus ......................................................................................................................................................................15

ARTICLE VI

RESERVE FUND
Section 6.01. Establishment of Reserve Fund .............................................................................................................................16 Section 6.02. Deposits ....................................................................................................................................................................16 Section 6.03. Transfers of Excess ..................................................................................................................................................16 Section 6.04. Application in Event of Deficiency in the Lease Payment Fund ......................................................................16 Section 6.05. Transfer to Make All Lease Payments ..................................................................................................................17

-iiARTICLE VII
INSURANCE AND CONDEMNATION FUND; INSURANCE; EMINENT DOMAIN; TITLE INSURANCE Section 7.01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds of Insurance Award ..............................................................................................................................................................19 Section 7.02. Application of Net Proceeds of Eminent Domain Award ................................................................................20 Section 7.03. Application of Net Proceeds of Title Insurance Award ....................................................................................20 Section 7.04. Cooperation ..............................................................................................................................................................20

ARTICLE VIII
MONEYS IN FUNDS; INVESTMENT
Section 8.01. Held in Trust ............................................................................................................................................................22 Section 8.02. Investments Authorized .........................................................................................................................................22 Section 8.03. Accounting ...............................................................................................................................................................22 Section 8.04. Allocation of Earnings ............................................................................................................................................23 Section 8.05. Acquisition, Disposition and Valuation of Investments ...................................................................................23

ARTICLE IX

THE TRUSTEE
Section 9.01. Appointment of Trustee .........................................................................................................................................24 Section 9.02. Acceptance of Trusts ...............................................................................................................................................24 Section 9.03. Fees, Charges and Expenses of Trustee ...............................................................................................................28 Section 9.04. Notice to Certificate Owners of Default ...............................................................................................................29 Section 9.05. Intervention by Trustee ..........................................................................................................................................29 Section 9.06. Removal of Trustee .................................................................................................................................................29 Section 9.07. Resignation by Trustee ...........................................................................................................................................29 Section 9.08. Appointment of Successor Trustee .......................................................................................................................29 Section 9.09. Merger or Consolidation ........................................................................................................................................29 Section 9.10. Concerning any Successor Trustee .......................................................................................................................30

ARTICLE X

MODIFICATION OR AMENDMENT OF AGREEMENTS
Section 10.01. Amendments Permitted .......................................................................................................................................31 Section 10.02. Procedure for Amendment with Written Consent of Certificate Owners ....................................................32 Section 10.03. Disqualified Certificates .......................................................................................................................................32 Section 10.04. Effect of Supplemental Agreement .....................................................................................................................33 Section 10.05. Endorsement or Replacement of Certificates Delivered After Amendments ..............................................33 Section 10.06. Amendatory Endorsement of Certificates .........................................................................................................33

ARTICLE XI

COVENANTS
Section 11.01. Compliance with and Enforcement of Lease Agreement ................................................................................34 Section 11.02. Observance of Laws and Regulations ................................................................................................................34 Section 11.03. Prosecution and Defense of Suits ........................................................................................................................34 Section 11.04. Recordation and Filing .........................................................................................................................................34 Section 11.05. Budgets ...................................................................................................................................................................34 Section 11.06. Further Assurances ...............................................................................................................................................35 Section 11.07. Satisfaction of Conditions Precedent ..................................................................................................................35 Section 11.08. Continuing Disclosure ..........................................................................................................................................35

ARTICLE XII

LIMITATION OF LIABILITY
Section 12.01. Limited Liability of Town ....................................................................................................................................36 Section 12.02. No Liability of Town or Corporation for Trustee Performance .....................................................................36 Section 12.03. Indemnification of Trustee ...................................................................................................................................36 Section 12.04. Limitation of Rights to Parties and Certificate Owners ...................................................................................37

-iiiARTICLE XIII

EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS
Section 13.01. Assignment of Rights ............................................................................................................................................38 Section 13.02. Remedies ................................................................................................................................................................38 Section 13.03. Application of Funds ............................................................................................................................................38 Section 13.04. Institution of Legal Proceedings .........................................................................................................................39 Section 13.05. Non-waiver ............................................................................................................................................................39 Section 13.06. Remedies Not Exclusive. ......................................................................................................................................39 Section 13.07. Power of Trustee to Control Proceedings ..........................................................................................................39 Section 13.08. Limitation on Certificate Owners’ Right to Sue ................................................................................................40 Section 13.09. Parties Interested Herein ......................................................................................................................................40

ARTICLE XIV

PROVISIONS RELATING TO THE MUNICIPAL BOND INSURER AND THE MUNICIPAL BOND

INSURANCE POLICY
Section 14.01. Notices and Other Information ...........................................................................................................................41 Section 14.02. Defeasance ..............................................................................................................................................................41 Section 14.03. Trustee-Related Provisions ..................................................................................................................................41 Section 14.04. Amendments and Supplements ..........................................................................................................................42 Section 14.05. The Municipal Bond Insurer as Third Party Beneficiary .................................................................................42 Section 14.06. Control Rights of the Municipal Bond Insurer .................................................................................................42 Section 14.07. Consent Rights of the Municipal Bond Insurer ................................................................................................43 Section 14.08. Payment Procedures Under the Municipal Bond Insurance Policy ..............................................................43

ARTICLE XV

MISCELLANEOUS
Section 15.01. Defeasance ..............................................................................................................................................................46 Section 15.02. Records ...................................................................................................................................................................47 Section 15.03. Notices ....................................................................................................................................................................47 Section 15.04. Governing Law ......................................................................................................................................................47 Section 15.05. Binding Effect; Successors ....................................................................................................................................47 Section 15.06. Execution in Counterparts ...................................................................................................................................48 Section 15.07. Destruction of Canceled Certificates ..................................................................................................................48 Section 15.08. Headings .................................................................................................................................................................48 Section 15.09. Waiver of Notice ....................................................................................................................................................48 Section 15.10. Payments Due on Other than Business Day .....................................................................................................48 Section 15.11. Payment of Unclaimed Moneys ..........................................................................................................................48 Section 15.12. U.S.A. Patriot Act ..................................................................................................................................................49 Section 15.13. Waiver of Jury Trial ..............................................................................................................................................49 Section 15.12. Separability of Invalid Provisions .......................................................................................................................49 EXHIBIT A: DEFINITIONS
EXHIBIT B: FORM OF THE CERTIFICATES
EXHIBIT C: DESCRIPTION OF THE PROJECT

TRUST AGREEMENT
THIS TRUST AGREEMENT, dated as of July 1, 2024, by and among U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), the MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION, a nonprofit public benefit corporation organized and existing under the laws of the State of California (the “Corporation”), and the TOWN OF MAMMOTH LAKES, a municipal corporation and general law city, organized and existing under the laws of the State of California (the “Town”); WITNESSETH:

WHEREAS, the Town and the Corporation have entered into a lease agreement, dated as of the date hereof (the “Lease Agreement”), whereby the Corporation has agreed to lease certain real property and improvements (collectively, the “Property”) to the Town and the Town has agreed to lease the Property from the Corporation; WHEREAS, for the purpose of obtaining the moneys required to be deposited by it with the Trustee all for the purpose of enabling the Town to finance the cost of constructing and equipping a new Town Hall facility and the cost of acquiring certain land and improvements (collectively, the “Project”), the Corporation proposes to assign and transfer certain of its rights under the Lease Agreement to the Trustee, and the Trustee has agreed to execute and deliver certificates of participation, each evidencing a direct, fractional interest in lease payments made by the Town under the Lease Agreement (the “Certificates”), to provide the moneys required herein to be deposited by the Corporation; and
WHEREAS, the proceeds of the Certificates, together with other available moneys, will be applied by the Town to (a) finance the Project, and (b) pay costs incurred in connection with the execution, delivery and sale of the Certificates;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows:

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ARTICLE I

DEFINITIONS
Section 1.01. Definitions. The terms defined in Exhibit A attached hereto and by this reference incorporated herein, as used and capitalized herein, shall, for all purposes of this Trust Agreement, have the meanings ascribed to them in said Exhibit A unless the context clearly requires some other meaning.

Section 1.02. Authorization. Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Trust Agreement and has taken all actions necessary to authorize the execution of this Trust Agreement by the officers and persons signing it.

Section 1.03. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Trust Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or subdivision hereof.

Section 1.04. Exhibits. The following exhibits are attached to, and by reference made a part of, this Trust Agreement:

EXHIBIT A: DEFINITIONS
EXHIBIT B: FORM OF THE CERTIFICATES
EXHIBIT C: DESCRIPTION OF THE PROJECT

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ARTICLE II

THE CERTIFICATES OF PARTICIPATION
Section 2.01. Authorization. The Trustee is hereby authorized and directed upon written request from the Corporation to execute and deliver, to the Original Purchaser identified in such written request, Certificates in an aggregate principal amount of ______________ dollars ($_____) evidencing direct, undivided fractional interests of the Owners thereof in the Lease Payments. In no event shall such Certificates be deemed an obligation, liability or debt of the Trustee.

Section 2.02. Date; Payment of Interest. Each Certificate shall be dated as of the Closing Date. Interest with respect thereto shall be payable from the Interest Payment Date next preceding the date of execution thereof, unless: (i) it is executed as of an Interest Payment Date, in which event interest with respect thereto shall be payable from such Interest Payment Date; or (ii) it is executed after a Regular Record Date and before the following Interest Payment Date, in which event interest with respect thereto shall be payable from such Interest Payment Date; or (iii) it is executed on or before May 15, 2023, in which event interest with respect thereto shall be payable from the Closing Date; provided, however, that if, as of the date of execution of any Certificate, interest is in default with respect to any Outstanding Certificates, interest represented by such Certificate shall be payable from the Interest Payment Date to which interest has previously been paid or made available for payment with respect to the Outstanding Certificates. Payment of defaulted interest shall be paid by wire or check mailed to the Owners as of a special record date to be fixed by the Trustee, notice of which shall be given to the Owners not less than ten (10) days prior to such special record date.

Section 2.03. Maturity; Interest Rates; Percentages.
(a) Maturity; Interest Rates. The Certificates shall mature on May 1 in each of the respective years, and in the respective amounts, except that no Certificate may have principal maturing in more than one year, and interest represented thereby shall be computed at the respective rates, as follows:

Maturity Date Principal Interest Maturity Date Principal Interest (June 1) Amount Rate (June 1) Amount Rate
(b) Payments with Respect to Certificates Equal to Total Lease Payments. The total principal and interest due with respect to all Certificates shall not exceed the total Lease Payments due under the Lease Agreement.

Section 2.04. Interest. Interest represented by the Certificates shall be payable on each Interest Payment Date to and including the date of maturity or redemption, whichever is earlier, as provided in Section 2.10 hereof. Said interest shall represent the portion of Lease Payments designated as interest and coming due during the six-month period preceding each

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Interest Payment Date. The portion of Lease Payments designated as interest with respect to any Certificate shall be computed by multiplying the portion of Lease Payments designated as principal with respect to such Certificate by the rate of interest applicable to such Certificate (on the basis of a 360-day year of twelve 30-day months).

Section 2.05. Forms. The Certificates shall be delivered in the form of fully registered Certificates without coupons in the denomination of $5,000 or any integral multiple thereof. The Certificates shall be numbered consecutively, beginning with R-1. The Certificates shall be substantially in the form set forth in Exhibit B attached hereto and by this reference incorporated herein.

Section 2.06. Execution. The Certificates shall be executed by and in the name of the Trustee by the manual signature of an authorized officer or signatory of the Trustee. If any officer or signatory whose signature appears on any Certificate ceases to be such officer or signatory before the date of delivery of said Certificate, such signature shall nevertheless be as effective as if the officer or signatory had remained in office until such date.

Section 2.07. Application of Proceeds. The net proceeds received by the Trustee from the sale of the Certificates in the aggregate amount of $__________, being the face amount of the Certificates ($_____.00), less an underwriter’s discount of $_________, plus an original issue premium of $_________, less $_________ paid by the Underwriter as an accommodation to the Town to the Municipal Bond Insurer being the premium for the Municipal Bond Insurance Policy, less $___________ paid by the Underwriter as an accommodation to the Town to the Municipal Bond Insurer being the premium for the Reserve Policy, shall forthwith be deposited by the Trustee in a temporary fund called the Proceeds Fund which the Trustee shall establish, maintain and hold in trust, and which shall be disbursed in full on the Closing Date (whereupon said temporary fund shall be closed) in the following respective funds:
(a) The Trustee shall deposit in the Delivery Costs Fund an amount equal to $_________, and
(b) The Trustee shall deposit in the Project Fund an amount equal to $__________.

Section 2.08. Transfer and Exchange.
(a) Transfer of Certificates. The registration of any Certificate may, in accordance with its terms, be transferred upon the Registration Books by the person in whose name it is registered, in person or by his attorney duly authorized in writing upon surrender of such Certificate for cancellation at the Designated Corporate Trust Office, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Certificate or Certificates shall be surrendered for registration of transfer, the Trustee shall execute and deliver a new Certificate or Certificates for like aggregate principal amount in authorized denominations. the Town shall pay any costs of the Trustee incurred in connection with such transfer, except that the Trustee may require the payment by the Certificate Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. The Trustee shall not be required to transfer (i) any Certificates or portion thereof during the period between the date fifteen (15) days prior to the date of selection of Certificates for redemption and such date of selection, or (ii) any Certificates selected for redemption.
(b) Exchange of Certificates. Certificates may be exchanged, upon surrender thereof, at the Designated Corporate Trust Office for a like aggregate principal amount of Certificates of other authorized denominations of the same maturity. Whenever any Certificate or Certificates shall

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be surrendered for exchange, the Trustee shall execute and deliver a new Certificate or Certificates for like aggregate principal amount in authorized denominations. the Town shall pay any costs of the Trustee incurred in connection with such exchange, except that the Trustee may require the payment by the Certificate Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The Trustee shall not be required to exchange (i) any Certificate or any portion thereof during the period between the date fifteen (15) days prior to the date of selection of Certificates for redemption and such date of selection, or (ii) any Certificate selected for redemption. (c) Information to Trustee. Prior to any transfer of the Certificates 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 section 6045 of the Code. 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 2.09. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate shall become mutilated, the Trustee, at the expense of the Owner of said Certificate, shall execute and deliver a new Certificate of like tenor, maturity and amount in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be canceled by it and destroyed with a certificate of destruction furnished to the Town, upon its request. If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft shall be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and if an indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new Certificate of like tenor, maturity and amount and numbered as the Trustee shall determine in lieu of and in substitution for the Certificate so lost, destroyed or stolen. The Trustee may require payment by the Town of the expenses which may be incurred by the Trustee in carrying out the duties under this Section 2.09. Any Certificate executed and delivered under the provisions of this Section 2.09 in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and fractionally entitled to the benefits of this Trust Agreement with all other Certificates secured by this Trust Agreement. The Trustee shall not be required to treat both the original Certificate and any replacement Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section 2.09, in lieu of delivering a new Certificate to replace a Certificate which has been mutilated, lost, destroyed or stolen, and which has matured or has been called for redemption, the Trustee may make payment with respect to such Certificate upon receipt of the aforementioned indemnity.

Section 2.10. Payment. Payment of interest due with respect to any Certificate on any Interest Payment Date shall be made to the person appearing on the Registration Books as the Owner thereof as of the Regular Record Date immediately preceding such Interest Payment Date, such interest to be paid by check mailed on the Interest Payment Date by first class mail to such Owner at his address as it appears on the Registration Books as of such Regular Record Date or, upon written request filed with the Trustee prior to the Regular Record Date by an Owner of at least $1,000,000 in aggregate principal amount of Certificates, by wire transfer in immediately available funds to an account in the United States designated by such Owner in such written request. Any such written request shall remain in effect until rescinded in writing by the Owner. The principal and redemption price with respect to the Certificates at maturity or

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upon prior redemption shall be payable by check denominated in lawful money of the United States of America upon surrender of the Certificates at the Designated Corporate Trust Office.

Section 2.11. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Trust Agreement to be signed or executed by Certificate Owners may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Owners in person or by their attorneys or agents appointed by an instrument in writing for that purpose, or by any bank, trust company or other depository for such Certificates. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the ownership of Certificates shall be sufficient for any purpose of this Trust Agreement (except as otherwise herein provided), if made in the following manner:
(a) The fact and date of the execution by any Owner or his attorney or agent of any such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which need not be acknowledged or verified, of an officer of any bank or trust company located within the United States of America, or of any notary public, or other officer authorized to take acknowledgments of deeds to be recorded in such jurisdictions, stating that the persons signing such instruments acknowledged before him the execution thereof. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof of his authority.
(b) The fact of the ownership of Certificates by any person and the amount, the maturity and the numbers of such Certificates and the date of his holding the same shall be proved by the Registration Books.

Any request or consent of the Owner of any Certificate shall bind every future Owner of the same Certificate in respect of anything done or suffered to be done by the Trustee pursuant to such request or consent.

Section 2.12. Registration Books. The Trustee shall keep or cause to be kept, at its Designated Corporate Trust Office, sufficient records for the registration and registration of transfer of the Certificates, which shall at all reasonable times be open to inspection by the Town and the Corporation during regular business hours on any Business Day with 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 the Registration Books, Certificates as hereinbefore provided.

Section 2.13. CUSIP Numbers. The Trustee, the Town and the Corporation shall not be liable for any defect or inaccuracy in the CUSIP number that appears on any Certificate or in any redemption notice. The Trustee may, in its discretion, include in any redemption notice a statement to the effect that the CUSIP numbers on the Certificates have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Trustee, the Town nor the Corporation shall be liable for any inaccuracies in such numbers.

Section 2.14. Use of Depository. Notwithstanding any provision of this Trust Agreement to the contrary:
(a) The Certificates shall be initially executed, delivered and registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, the depository designated by the Original Purchaser, and shall be evidenced by one Certificate maturing on each of the maturity

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dates set forth in Section 2.03 hereof to be in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such Certificates, or any portions thereof, may not thereafter be transferred except:
(i) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to paragraph (ii) of this subsection (a) (“substitute depository”); provided that any successor of The Depository Trust Company or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it;
(ii) to any substitute depository designated in a written request of the Town, upon (A) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the Town that The Depository Trust Company 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
(iii) to any person as provided below, upon (A) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the Town that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that no substitute depository which is not objected to by the Town and the Trustee can be obtained.
(b) In the case of any transfer pursuant to paragraph (i) or paragraph (ii) of subsection (a) of this Section 2.14, upon receipt of all Outstanding Certificates by the Trustee, together with a written request of a Town Representative to the Trustee, a single new Certificate shall be executed and delivered for each maturity of such Certificate 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 written request of a Town Representative. In the case of any transfer pursuant to paragraph (iii) of subsection (a) of this Section 2.14, upon receipt of all Outstanding Certificates by the Trustee together with a written request of a Town Representative, new Certificates shall be executed and delivered in such denominations and registered in the names of such persons as are requested in a written request of the Town provided the Trustee shall not be required to deliver such new Certificates within a period less than sixty (60) days from the date of receipt of such a written request of a Town Representative. (c) In the case of partial redemption or an advance refunding of any Certificates evidencing all of the principal maturing in a particular year, The Depository Trust Company shall, at the Town’s expense, deliver the Certificates to the Trustee for cancellation and reregistration to reflect the amounts of such reduction in principal. (d) the Town and the Trustee shall be entitled to treat the person in whose name any Certificate is registered as the absolute Owner thereof for all purposes of this Trust Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Town and the Town and the Trustee shall have no responsibility for the accuracy of any records maintained by DTC or any participant in DTC or transmitting payments to, communication with, notifying or otherwise dealing with any beneficial owners of the Certificates. Neither the Town nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except for the registered owner of any Certificate.

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(e) So long as all outstanding Certificates are registered in the name of Cede & Co. or its registered assign, the Town and the Trustee shall reasonably cooperate with Cede & Co., as sole registered Owner, or its registered assign in effecting payment of the principal and interest due with respect to the Certificates 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, in accordance with the Letter of Representations between DTC and the Town. (f) So long as all Outstanding Certificates are registered in the name of Cede & Co. or its registered assigns (hereinafter, for purposes of this paragraph (f), the “Owner”):
(i) All notices and payments addressed to the Owners shall contain the Certificates’ CUSIP number.
(ii) Notices to the Owner shall be forwarded in the manner set forth in the form of DTC’s standard form blanket issuer letter of representations executed by the Town and received and accepted by DTC.

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ARTICLE III

ESTABLISHMENT AND DISBURSEMENT OF DELIVERY COSTS FUND AND

THE PROJECT FUND
Section 3.01. Delivery Costs Fund. The Trustee shall establish a special fund designated as the “Delivery Costs Fund;” shall keep such fund separate and apart from all other funds and moneys held by it; and shall administer such fund as provided herein. There shall be deposited in the Delivery Costs Fund the proceeds of sale of the Certificates required to be deposited therein pursuant to Section 2.07(b) hereof and any other funds from time to time deposited with the Trustee for such purpose and identified in writing to the Trustee.

Section 3.02. Payment of Delivery Costs. The moneys in the Delivery Costs Fund shall be disbursed by the Trustee to pay the Delivery Costs.
(a) The Trustee shall disburse moneys in the Delivery Costs Fund only upon a receipt of a sequentially numbered requisition, signed by a Town Representative, setting forth the amounts to be disbursed for payment or reimbursement of Delivery Costs and the name and address of the person or persons to whom said amounts are to be disbursed, stating that the amounts to be disbursed are for Delivery Costs properly chargeable to the Delivery Costs Fund. (b) The Trustee shall be responsible for the safekeeping and investment (in accordance with Section 8.02 hereof) of the moneys held in the Delivery Costs Fund and the payment thereof in accordance with this Section 3.02, but the Trustee shall not be responsible for the truth or accuracy of such requisitions, may rely conclusively thereon and shall be under no duty to investigate or verify any statements made therein.
(c) Upon written notice from a Town Representative that all Delivery Costs have been paid, but in no event later than October 2, 2024, the Trustee shall transfer any moneys then remaining in the Delivery Costs Fund to the Project Fund and applied for the purposes thereof, the Delivery Costs Fund shall be closed, the Trustee shall no longer be obligated to make payments for Delivery Costs and all further Delivery Costs shall be paid by the Town.

Section 3.03. Project Fund. The Trustee shall establish a special fund designated as the “Project Fund,” shall keep such fund separate and apart from all other funds and moneys held by it; and shall administer such fund as provided herein. There shall be deposited in the Project Fund from the proceeds of the Certificates the amount required to be deposited therein pursuant to Section 2.07(c) hereof, together with any other amounts from time to time deposited with the Trustee for such purpose as may be identified in writing to the Trustee.

Section 3.04. Payment of Project Costs. Amounts in the Project Fund shall be disbursed for Project Costs. Disbursements from the Project Fund shall be made by the Trustee upon receipt of a sequentially numbered requisition requesting disbursement executed by a Town Representative. Each such requisition shall:
(a) set forth the amounts to be disbursed for payment or reimbursement of previous payments of Project Costs and the person or persons to whom said amounts are to be disbursed; (b) state that the amounts to be disbursed constitute Project Costs, that said amounts are required to be disbursed pursuant to a contract entered into therefor by or on behalf of the Town, or were necessarily and reasonably incurred, and that said amounts are not being paid in advance of the time, if any, fixed for payment;

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(c) state that no amount set forth in the requisition was included in any requisition requesting disbursement previously filed with the Trustee pursuant to this Section 3.04; and (d) state that there has been compliance with Section 5.11 of the Lease Agreement relating to the private use limitation and the private loan limitation.

The Trustee shall be responsible for the safekeeping and investment (in accordance with Section 8.02 hereof) of the moneys held in the Project Fund and the payment thereof in accordance with this Section 3.04, but the Trustee shall not be responsible for the truth or accuracy of such requisitions, may rely conclusively thereon and shall be under no duty to investigate or verify any statements made therein.

Upon the filing with the Trustee of a Written Certificate of the Town stating that the Project has been completed, the Trustee shall withdraw any remaining amounts then on deposit in the Project Fund and, at the direction of the Town, either (i) transfer such amounts to the Lease Payment Fund and applied to the payment of interest with respect to the Certificates, or (ii) apply such amount to the redemption of Certificate in accordance with the Trust Agreement and, in either case, the Project Fund shall be closed and the Trustee shall no longer be obligated to make payments for Project Costs.

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ARTICLE IV

REDEMPTION OF CERTIFICATES
Section 4.01. Redemption.
(a) Optional Redemption. The Certificates maturing on or before June 1, ____, are not subject to optional redemption prior to maturity. The Certificates maturing on and after June 1, ____, are subject to optional redemption in whole or in part on any date in such order of maturity as shall be designated by the Town (or, if the Town shall fail to so designate the order of redemption, in pro rata among maturities) and by lot within a maturity, on or after June 1, ____, at a redemption price equal to the principal amount of the Certificates to be redeemed, together with accrued interest, without premium, to the date fixed for redemption, from the proceeds of the optional prepayment of Lease Payments made by the Town pursuant to the Lease Agreement.
(b) Redemption from Net Proceeds of Insurance, Title Insurance, Condemnation or Eminent Domain Award. The Certificates are subject to mandatory redemption in whole or in part on any date from the Net Proceeds of an insurance, title insurance, condemnation, or eminent domain award to the extent credited towards the prepayment of the Lease Payments by the Town pursuant to Section 10.3 of the Lease Agreement, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium.
(c) Mandatory Redemption. The Certificates maturing on June 1, ____, are subject to mandatory redemption in part on June 1, ____, and on each June 1 thereafter, to and including June 1, ____, from the principal components of scheduled Lease Payments required to be paid by the Town pursuant to Section 4.4 of the Lease Agreement with respect to each such redemption date, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, as follows:

Year Principal Amount of
(June 1) Certificates to be Redeemed
†Maturity.

The Certificates maturing on June 1, ____, are subject to mandatory redemption in part on June 1, ____, and on each June 1 thereafter, to and including June 1, ____, from the principal components of scheduled Lease Payments required to be paid by the Town pursuant to Section

4.4 of the Lease Agreement with respect to each such redemption date, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, as follows:

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Year Principal Amount of
(June 1) Certificates to be Redeemed
†Maturity.

In the event that the Trustee shall redeem Certificates in part but not in whole pursuant to subsections (a) or (b) of this Section 4.01, the amount of the Certificates to be redeemed in each subsequent year pursuant to this subsection (c) shall be reduced to correspond to the principal components of the Lease Payments prevailing following such redemption as determined pursuant to Section 4.4 of the Lease Agreement. the Town shall provide the Trustee with a revised sinking fund schedule giving effect to such redemption.

Section 4.02. Selection of Certificates for Redemption. Whenever provision is made in this Trust Agreement for the redemption of Certificates and less than all Outstanding Certificates within a maturity are to be redeemed, Certificates of that maturity shall be selected for redemption in accordance with the rules of the Securities Depositories. For the purposes of such selection, Certificates shall be deemed to be composed of $5,000 portions and any such portion may be separately redeemed. Upon the occurrence of an optional redemption in part, the selection of Insured Certificates to be redeemed shall be subject to the approval of the Municipal Bond Insurer.

Section 4.03. Notice of Redemption. the Town shall be required to give the Trustee written notice of its intention to redeem Certificates at least thirty (30) days prior to the date fixed for redemption unless the Trustee otherwise agrees to a shorter period for such notice.

Unless waived in writing by any Owner of a Certificate to be redeemed, notice of any such redemption shall be given by the Trustee on behalf and at the expense of the Town, by mailing a copy of a redemption notice by first class mail, postage prepaid, at least twenty (20) days and not more than sixty (60) days prior to the date fixed for redemption to such Owner of the Certificate or Certificates to be redeemed at the address shown on the Registration Books maintained by the Trustee or at such other address as is furnished in writing by such Owner to the Trustee; provided, however, that neither the failure to receive such notice nor any defect in any notice shall affect the sufficiency of the proceedings for the redemption of the Certificates.

All notices of redemption shall be dated and shall state: (i) the redemption date; (ii) the redemption price; (iii) if less than all Outstanding Certificates of a maturity are to be redeemed, the Certificate numbers (and, in the case of partial redemption, the respective principal amounts) of the Certificates to be redeemed; (iv) that on the redemption date the redemption price will become due and payable upon each such Certificate or portion thereof called for redemption and that interest with respect thereto shall cease to accrue from and after said date; (v) the place where such Certificates are to be surrendered for payment of the redemption price, which place of payment shall be the Designated Corporate Trust Office; (vi) the CUSIP numbers of all Certificates being redeemed; (vii) the original date of execution and delivery of the Certificates; (viii) the rate of interest payable with respect to each maturity of Certificates being redeemed; (ix) the maturity date of each Certificate being redeemed; and (x) any other descriptive information needed to identify accurately the Certificates being redeemed.

Notwithstanding the foregoing, in the case of any optional redemption of the Certificates under Section 4.01(a), the notice of redemption shall state that the redemption is conditioned upon receipt by the Trustee of sufficient moneys to redeem the Certificates on the

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scheduled redemption date, and that the optional redemption shall not occur if, by no later than the scheduled redemption date, sufficient moneys to redeem the Certificates have not been deposited with the Trustee. In the event that the Trustee does not receive sufficient funds by the scheduled optional redemption date to so redeem the Certificates to be optionally redeemed, such event shall not constitute an Event of Default; the Trustee shall send written notice to the Owners, to the Securities Depositories and to one or more of the Information Services to the effect that the redemption did not occur as anticipated, and the Certificates for which notice of optional redemption was given shall remain Outstanding for all purposes of this Trust Agreement.

Notice of redemption having been given as aforesaid and the deposit of the redemption price having been made by the Town, the Certificates or portions of Certificates so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date interest with respect to such Certificates or portions of Certificates shall cease to be payable. Upon surrender of such Certificates for redemption in accordance with said notice, such Certificates shall be paid by the Trustee at the redemption price. Upon the payment of the redemption price of Certificates being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Certificates being redeemed with the proceeds of such check or other transfer, to the extent possible. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. All Certificates which have been redeemed shall be canceled by the Trustee, shall not be redelivered and shall be destroyed pursuant to Section 13.07.

In addition to the foregoing notice to the Owners, notice shall also be given by the Trustee, by telecopy or other electronic transmission, registered, certified or overnight mail, to all Securities Depositories and to an Information Service which shall state the information set forth above, but no defect in said notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption.

The Trustee shall have no responsibility for a defect in the CUSIP number that appears on any Certificate or in the redemption notice. The redemption notice may provide that the CUSIP numbers have been assigned by an independent service and are included in the notice solely for the convenience of Certificate Owners and that the Trustee and the Town shall not be liable in any way for inaccuracies in said numbers.

Section 4.04. Partial Redemption of Certificate. Upon surrender of any Certificate redeemed in part only, the Trustee shall execute and deliver to the Owner thereof a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Certificate surrendered and of the same interest rate and the same maturity.

Section 4.05. Purchase of Certificates. In lieu of redemption of Certificates as provided in this Article IV, amounts held by the Trustee for such redemption may also be used on any Interest Payment Date, upon receipt by the Trustee at least ninety (90) days prior to the next scheduled Interest Payment Date of the written request of a Town Representative, for the purchase of Certificates at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) as the Town may in its discretion direct. Such purchases may be effected through the investment department of the Trustee or of an affiliate of the Trustee. The aggregate principal amount of Certificates of the same maturity purchased in lieu of redemption pursuant to this Section 4.05 shall not exceed the aggregate principal amount of Certificates of such maturity which would otherwise be subject to such redemption. The exercise of any provision of this Trust Agreement which permits the purchase of Insured

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Certificates in lieu of redemption shall require prior written approval of the Municipal Bond Insurer wherein any Insured Certificate so purchased is not extinguished. Remaining moneys, if any, shall be deposited in the Lease Payment Fund. All Certificates purchased in lieu of redemption shall be canceled by the Trustee.

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ARTICLE V
LEASE PAYMENTS; LEASE PAYMENT FUND
Section 5.01. Assignment of Rights in Lease Agreement. The Corporation has, in the Assignment Agreement, transferred, assigned and set over to the Trustee certain of its rights but none of its obligations set forth in the Lease Agreement, including but not limited to all of the Corporation’s rights to receive and collect Lease Payments and all other amounts required to be deposited in the Lease Payment Fund pursuant to the Lease Agreement or pursuant hereto. All Lease Payments and such other amounts to which the Corporation may at any time be entitled shall be paid directly to the Trustee and all of the Lease Payments collected or received by the Corporation shall be deemed to be held and to have been collected or received by the Corporation as the agent of the Trustee, and if received by the Corporation at any time shall be deposited by the Corporation with the Trustee within one Business Day after the receipt thereof, and all such Lease Payments and such other amounts shall be forthwith deposited by the Trustee upon the receipt thereof in the Lease Payment Fund (except as provided in Section

7.04 hereof).

Section 5.02. Establishment of Lease Payment Fund. The Trustee shall establish a special fund designated as the “Lease Payment Fund.” All moneys at any time deposited by the Trustee in the Lease Payment Fund shall be held by the Trustee in trust for the benefit of the Owners of the Certificates. So long as any Certificates are Outstanding, neither the Town nor the Corporation shall have any beneficial right or interest in the Lease Payment Fund or the moneys deposited therein, except only as provided in this Trust Agreement, and such moneys shall be used and applied by the Trustee as hereinafter set forth.

Section 5.03. Deposits. There shall be deposited in the Lease Payment Fund all Lease Payments received by the Trustee (except as provided in Section 7.04 hereof), including any moneys received by the Trustee for deposit therein pursuant to Sections 4.01, 5.01 or Article VI hereof, or Article IX of the Lease Agreement, and any other moneys required to be deposited therein pursuant to the Lease Agreement or pursuant to this Trust Agreement.

Section 5.04. Application of Moneys. Subject to Section 12.03 hereof, all amounts in the Lease Payment Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal and interest with respect to the Certificates as the same shall become due and payable in accordance with the provisions of Article II and Article IV hereof.

Section 5.05. Surplus. Any surplus remaining in the Lease Payment Fund after redemption and/or payment of all Certificates, including accrued interest (if any) and payment of any applicable fees and expenses to the Trustee, or provision for such redemption or payment having been made to the satisfaction of the Trustee, shall be withdrawn by the Trustee and remitted to the Town.

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ARTICLE VI

RESERVE FUND
Section 6.01. Establishment of Reserve Fund. The Trustee shall establish a special fund designated as the “Reserve Fund.” All moneys, equal to the Reserve Requirement, at any time on deposit in the Reserve Fund shall be held by the Trustee in trust for the benefit of the Owners of the Certificates and applied solely as provided herein.

Section 6.02. Deposits. In lieu of a cash deposit to the Reserve Fund the Reserve Policy shall be delivered to the Trustee on the Closing Date. The prior written consent of the Municipal Bond Insurer shall be a condition precedent to the deposit of any credit instrument (other than the Reserve Policy) provided in lieu of a cash deposit into the Reserve Fund. Notwithstanding anything to the contrary set forth in this Trust Agreement, amounts on deposit in the Reserve Fund shall be applied solely to the payment of principal and interest due with respect to the Certificates.

Section 6.03. Transfers of Excess. The Trustee shall, on or before each April 1 and October 1, value investments in the Reserve Fund at market value and transfer any moneys in the Reserve Fund then in excess of the Reserve Requirement in accordance with Section 8.04; provided, however, that the Trustee shall not liquidate an investment to make such transfer of excess unless so directed in writing by a Town Representative.

Section 6.04. Application in Event of Deficiency in the Lease Payment Fund. If, on any Interest Payment Date, the moneys available in the Lease Payment Fund do not equal the amount of the principal, interest and redemption premium (if any) with respect to the Certificates then coming due and payable, the Trustee shall apply the moneys available in the Reserve Fund to make delinquent Lease Payments by transferring the amount necessary for this purpose to the Lease Payment Fund or shall draw on the Reserve Policy and apply amounts received from such draw to make delinquent Lease Payments by transferring the amount necessary for this purpose to the Lease Payment Fund. To the extent there is cash or investments on deposit in the Reserve Fund, such cash or investments shall be applied first before there is any draw on the Reserve Policy or any other Qualified Reserve Fund Credit Instrument credited to the Reserve Fund in lieu of cash. Payment of any Reserve Policy Costs shall be made prior to replenishment of any such cash amounts. Draws on all Qualified Reserve Fund Credit Instruments (including the Reserve Policy) on which there is available coverage shall be made on a pro rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Fund. Payment of Reserve Policy Costs and reimbursement of amounts with respect to other Qualified Reserve Fund Credit Instruments shall be made on a pro rata basis prior to replenishment of any cash drawn from the Reserve Fund. For the avoidance of doubt, “available coverage” means the coverage then available for disbursement pursuant to the terms of the applicable alternative credit instrument without regard to the legal or financial ability or willingness of the provider of such instrument to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. Upon receipt of any delinquent Lease Payment with respect to which moneys have been advanced from the Reserve Fund or there has been a draw on the Reserve Policy, such Lease Payment shall be deposited in the Reserve Fund to the extent of such advance and first applied to reimburse a draw on the Reserve Policy and then to replenish any cash drawn therefrom.

The Trustee shall ascertain the necessity for a claim upon the Reserve Policy and to provide notice to the Municipal Bond Insurer in accordance with the terms of the Reserve Policy

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at least five (5) business days prior to each date upon which interest or principal is due with respect to the Certificates.

The Town agrees to repay any draws under the Reserve Policy and pay all related reasonable expenses incurred by the Municipal Bond Insurer. Interest shall accrue and be payable on such draws and expenses from the date of payment by the Municipal Bond Insurer at the Late Payment Rate. “Late Payment Rate” means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the Town of New York, as its prime or base lending rate (“Prime Rate”) (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank) plus 5%, and (ii) then applicable highest rate of interest on the Certificates and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates.

The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such national bank as the Municipal Bond Insurer shall specify. If the interest provisions of this paragraph shall result in an effective rate of interest which, for any period, exceeds the limit of the usury or any other laws applicable to the indebtedness created herein, then all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied as additional interest for any later periods of time when amounts are outstanding hereunder to the extent that interest otherwise due hereunder for such periods plus such additional interest would not exceed the limit of the usury or such other laws, and any excess shall be applied upon principal immediately upon receipt of such moneys by the Municipal Bond Insurer, with the same force and effect as if the Town had specifically designated such extra sums to be so applied and the Insurer had agreed to accept such extra payment(s) as additional interest for such later periods. In no event shall any agreedto or actual exaction as consideration for the indebtedness created herein exceed the limits imposed or provided by the law applicable to this transaction for the use or detention of money or for forbearance in seeking its collection.

Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, “Reserve Policy Costs”) shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Reserve Policy Costs related to such draw.

Amounts in respect of Reserve Policy Costs paid to the Municipal Bond Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Municipal Bond Insurer on account of principal due, the coverage under the Reserve Policy will be increased by a like amount, subject to the terms of the Reserve Policy.

If the Town shall fail to pay any Reserve Policy Costs in accordance with the requirements of this Section 6.04, the Municipal Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under the Trust Agreement, other than (i) acceleration of the maturity of the Certificates, or (ii) remedies which would adversely affect Owners.

Neither this Trust Agreement nor the Lease Agreement shall be discharged until all amounts due to the Municipal Bond Insurer shall have been paid in full. the Town’s obligation to pay such amounts shall expressly survive payment in full of the Certificates.

Section 6.05. Transfer To Make All Lease Payments. If, on any Interest Payment Date, the moneys on deposit in the Reserve Fund and the Lease Payment Fund (excluding amounts

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required for payment of principal and interest with respect to Certificates not presented for payment) are sufficient to pay all Outstanding Certificates, including all principal and interest, the Trustee shall transfer all amounts then on deposit in the Reserve Fund to the Lease Payment Fund to be applied to the payment of the Lease Payments, and such moneys shall be distributed to the Owners of Certificates in accordance with Article II and IV of this Trust Agreement. Any amounts remaining in the Reserve Fund upon payment in full of all Outstanding Certificates and all amounts due the Municipal Bond Insurer and the Trustee hereunder, or upon provision for such payment as provided in Section 15.01, shall be withdrawn by the Trustee and paid to the Town.

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ARTICLE VII
INSURANCE AND CONDEMNATION FUND; INSURANCE;
EMINENT DOMAIN; TITLE INSURANCE
Section 7.01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds of Insurance Award.
(a) Any Net Proceeds of insurance against damage to or destruction of any part of the Property collected by the Town in the event of any such damage or destruction shall be paid to the Trustee by the Town pursuant to Section 6.2(a) of the Lease Agreement and deposited by the Trustee promptly upon receipt thereof in a special fund designated as the “Insurance and Condemnation Fund” to be established by the Trustee when deposits are required to be made therein.
(b) Within ninety (90) days following the date of such deposit, the Town shall determine and notify the Trustee in writing of its determination either (i) that the replacement, repair, restoration, modification or improvement of the Property is not economically feasible or in the best interest of the Town, or (ii) that all or a portion of such Net Proceeds are to be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property.
(c) In the event the Town’s determination is as set forth in clause (i) of paragraph (b) above, such Net Proceeds shall be promptly transferred by the Trustee to the Lease Payment Fund, applied to the prepayment of Lease Payments pursuant to Section 10.3 of the Lease Agreement and applied to the redemption of Certificates as provided in Section 4.01(b) hereof; provided, however, that in the event of damage or destruction of the Property in full, such Net Proceeds may be transferred to the Lease Payment Fund only if sufficient, together with other moneys available therefor, to cause the prepayment of the principal components of all unpaid Lease Payments pursuant to Section 10.3 of the Lease Agreement, otherwise such Net Proceeds shall be applied to the replacement, repair, restoration, modification or improvement of the Property; provided further, however, that in the event of damage or destruction of the Property in part, such Net Proceeds may be transferred to the Lease Payment Fund and applied to the prepayment of Lease Payments only if the resulting Lease Payments represent fair consideration for the remaining portions of the Property, evidenced by a certificate signed by a Town Representative and a Corporation Representative.
(d) In the event the Town’s determination is as set forth in clause (ii) of paragraph (b) above, Net Proceeds deposited in the Insurance and Condemnation Fund shall be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property by the Town, and disbursed by the Trustee upon receipt of requisitions signed by a Town Representative stating with respect to each payment to be made (i) the requisition number, (ii) the name and address of the person, firm or corporation to whom payment is due, (iii) the amount to be paid and (iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the Insurance and Condemnation Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. The Trustee shall not be responsible for the representations made in such requisitions and may conclusively rely thereon and shall be under no duty to investigate or verify any statements made therein or review any supporting documentation accompanying such requisition. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to the Town.

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Section 7.02. Application of Net Proceeds of Eminent Domain Award. If all or any part of the Property shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain), the Net Proceeds therefrom shall be deposited with the Trustee in the Insurance and Condemnation Fund pursuant to Section 6.2(b) of the Lease Agreement and shall be applied and disbursed by the Trustee as follows:
(a) If the Town has given written notice to the Trustee of its determination that (i) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the Town to meet any of its obligations with respect to the Property under the Lease Agreement, and (ii) such proceeds are not needed for repair or rehabilitation of the Property, the Town shall so certify to the Trustee and the Trustee, at the Town’s written request, shall transfer such proceeds to the Lease Payment Fund to be credited towards the prepayment of the Lease Payments pursuant to Section 10.3 of the Lease Agreement and applied to the redemption of Certificates in the manner provided in Section 4.01(b) hereof. (b) If the Town has given written notice to the Trustee of its determination that (i) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the Town to meet any of its obligations with respect to the Property under the Lease Agreement, and (ii) such proceeds are needed for repair, rehabilitation or replacement of the Property, the Town shall so certify to the Trustee and the Trustee, at the Town’s written request, shall pay to the Town, or to its order, from said proceeds such amounts as the Town may expend for such repair or rehabilitation, upon the filing with the Trustee of requisitions of the Town Representative in the form and containing the provisions set forth in Section 7.01. The Trustee shall not be responsible for the representations made in such requisitions and may conclusively rely thereon and shall be under no duty to investigate or verify any statements made therein.
(c) If (i) less than all of the Property shall have been taken in such eminent domain proceedings or sold to a government threatening the use of eminent domain powers, and if the Town has given written notice to the Trustee of its determination that such eminent domain proceedings have materially affected the operation of the Property or the ability of the Town to meet any of its obligations with respect to the Property under the Lease Agreement or (ii) all of the Property shall have been taken in such eminent domain proceedings, then the Trustee shall transfer such proceeds to the Lease Payment Fund to be credited toward the prepayment of the Lease Payments pursuant to Section 10.3 of the Lease Agreement and applied to the redemption of Certificates in the manner provided in 4.01(b) hereof. (d) In making any determination under this Section 7.02, the Town may, but shall not be required to, obtain at its expense, the report of an independent engineer or other independent professional consultant, a copy of which shall be filed with the Trustee. Any such determination by the Town shall be final.

Section 7.03. Application of Net Proceeds of Title Insurance Award. The Net Proceeds from a title insurance award shall be deposited with the Trustee in the Insurance and Condemnation Fund pursuant to Section 6.2(c) of the Lease Agreement and shall be transferred to the Lease Payment Fund to be credited towards the prepayment of Lease Payments required to be paid pursuant to Section 10.3 of the Lease Agreement and applied to the redemption of Certificates in the manner provided in Section 4.01(b).

Section 7.04. Cooperation. The Corporation and the Trustee shall cooperate fully with the Town, at the expense of the Town, in filing any proof of loss with respect to any insurance policy maintained pursuant to Article V of the Lease Agreement and in the prosecution or

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defense of any prospective or pending condemnation proceeding with respect to the Property or any portion thereof. Neither the Trustee nor the Corporation shall be obligated to join in such action if it believes it will be exposed to liability or has not been indemnified to its satisfaction from any loss, liability or expense including, but not limited to, reasonable attorneys' fees and expenses.

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ARTICLE VIII
MONEYS IN FUNDS; INVESTMENT
Section 8.01. Held in Trust. The moneys and investments held by the Trustee under this Trust Agreement are irrevocably held in trust for the benefit of the Owners of the Certificates and for the purposes herein specified and such moneys, and any income or interest earned thereon, shall be expended only as provided in this Trust Agreement and shall not (except as set forth in Section 8.03 hereof) be subject to levy, attachment or lien by or for the benefit of any creditor of the Corporation, the Trustee, the Town or any Owner of Certificates.

Section 8.02. Investments Authorized. Moneys held by the Trustee hereunder shall, upon written order of a Town Representative filed with the trustee at least two Business Days in advance of the making of such investments, be invested and reinvested by the Trustee in Permitted Investments. The Trustee may deem all investments directed by a Town Representative as Permitted Investments without independent investigation thereof. If a Town Representative shall fail to so direct investments, the Trustee shall hold such moneys uninvested. Such investments, if registrable, shall be registered in the name of and held by the Trustee or its nominee. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section 8.02. Such investments and reinvestments shall be made considering the time at which funds are required to be available. The Trustee may act as principal or agent in the making or disposing of any investment and make or dispose of any investment through its investment department or that of an affiliate and shall be entitled to its customary fees therefor. The Trustee is hereby authorized, in making or disposing of any investment permitted by this Section 8.02, to deal with itself (in its individual capacity) or with one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or dealing as principal for its own account. The Trustee may rely on the investment directions of the Town Representative as to both the suitability and legality of the directed investments. The Trustee shall have no liability for any loss, fees, taxes or other charges in connection with any investment or liquidation of an investment hereunder. Ratings of Permitted Investments referred to herein shall be determined at the time of purchase of such Permitted Investments and without regard to rating subcategories. The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments or the responsibility to validate the ratings of Permitted Investments prior to the initial purchase.

Unless otherwise consented to by the Municipal Bond Insurer, so long as any Insured Certificates remain outstanding or any amounts are owed to the Municipal Bond Insurer by the Town, the Town shall not enter into any interest rate exchange agreement, cap, collar, floor, ceiling or other agreement or instrument involving reciprocal payment obligations between the Town and a counterparty based on interest rates applied to a notional amount of principal.

Section 8.03. Accounting. The Trustee shall furnish to the Town, at least monthly, an accounting which may be in the form of its customary accounting statements of all investments made by the Trustee or by brokers selected by the Town; provided that the Trustee shall not be obligated to deliver an accounting for any fund or account that (a) has a balance of $0.00 and (b) has not had any activity since the last reporting date. Upon the Town’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. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 8.02 hereof. the Town acknowledges that, to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Town the right to

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receive brokerage confirmations of security transactions effected by the Trustee as they occur, the Town waives receipt of such confirmations. the Town further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

Section 8.04. Allocation of Earnings. Unless and until otherwise directed by the Town to the Trustee in writing, all interest or income received by the Trustee on investment of the Lease Payment Fund shall be retained in the Lease Payment Fund. Amounts retained or deposited in the Lease Payment Fund pursuant to this Section 8.04 shall be applied as a credit against the Lease Payment due by the Town pursuant to the Lease Agreement on the Lease Payment Date following the date of deposit. All interest received by the Trustee on investment of the Reserve Fund shall be retained in the Reserve Fund in the event that amounts on deposit in the Reserve Fund are less than the Reserve Requirement. Reserve Fund investments may not have maturities extending beyond five years, except for the Reserve Policy and investment agreements or repurchase agreements approved by the Municipal Bond Insurer. In the event that amounts then on deposit in the Reserve Fund on the valuation date described in Section

8.03 hereof equal or exceed the Reserve Requirement, such excess shall be transferred to the Lease Payment Fund. Transfers to the Lease Payment Fund from the Reserve Fund shall be made by the Trustee on or prior to each April 1 and October 1. All interest or income in the Delivery Costs Fund shall be retained in the Delivery Costs Fund until the Delivery Costs Fund is closed pursuant to Section 3.02 hereof. All interest or income in the Project Fund shall be retained in the Project Fund until the Project Fund is closed pursuant to Section 3.04 hereof.

Section 8.05. Acquisition, Disposition and Valuation of Investments. the Town covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Trust Agreement, or otherwise containing gross proceeds of the Certificates (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued at their market value. In determining market value of Permitted Investments, the Trustee may use, and rely conclusively and without liability upon, any generally recognized securities pricing service (including brokers and dealers in securities) available to it, including those within the accounting system utilized by the Trustee with respect to the Certificates.

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ARTICLE IX

THE TRUSTEE
Section 9.01. Appointment of Trustee. U.S. Bank Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America with a Designated Corporate Trust Office in San Francisco, California, is hereby appointed Trustee, registrar and paying agent by the Corporation and the Town for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Trust Agreement. The Corporation and the Town agree that they will maintain a Trustee which shall be a corporation or association organized under the laws of any state, the United States of America, or the District of Columbia, authorized under such laws to exercise corporate trust powers, which shall have (or, in the case of a bank or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least fifty million dollars ($50,000,000), subject to supervision or examination by federal or State authority, so long as any Certificates are Outstanding and acceptable to the Municipal Bond Insurer. If such corporation or association 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 9.01, the combined capital and surplus of such corporation 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 9.01, the Trustee shall resign immediately in the manner and with the effect specified in Section 9.07.

The Trustee is hereby authorized to pay the Certificates when duly presented for payment at maturity, or on redemption, or on purchase by the Trustee prior to maturity in accordance with Section 4.05 hereof, and to cancel all Certificates upon payment thereof. The Trustee shall keep records in accordance with corporate trust industry standards of all funds administered by it and of all Certificates paid and discharged.

Section 9.02. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Trust Agreement and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and no implied duties or obligations shall be read into this Trust Agreement against the Trustee. In case an Event of Default has occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Trust Agreement and shall 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 such person’s own affairs.
(b) No provision in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(c) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder either directly or by or through attorneys, receivers or agents and shall

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be entitled to advice of counsel concerning all matters of trust and its duty hereunder and shall be absolutely protected in relying thereon. The Trustee shall not be responsible for the misconduct of such persons selected by it with reasonable care. (d) The Trustee shall not be responsible for any recital herein, in the Assignment Agreement or in the Certificates, or for any of the supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Certificates delivered hereunder or intended to be secured hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the Corporation or the Town under the Lease Agreement.
(e) The Trustee shall not be accountable for the use of any Certificates delivered hereunder or the proceeds thereof. The Trustee, in its individual or any other capacity, may become the Owner or pledgee of Certificates secured hereby with the same rights which it would have if it were not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the Town with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in principal amount of the Certificates then Outstanding.
(f) In the absence of bad faith on its part, the Trustee shall be protected in acting or refraining from acting upon any notice, request, consent, requisition, certificate, order, affidavit, facsimile, letter, telegram or other paper or document believed by it to be genuine and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith pursuant to this Trust Agreement upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Certificate, shall be conclusive and binding upon all future Owners of the same Certificate and upon Certificates executed and delivered in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at his request unless such person is the registered owner as shown on the Registration Books.
(g) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed by a Corporation Representative or a Town Representative as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default of which the Trustee has been given notice or is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient. The Trustee may accept a certificate of a Corporation Representative or a Town Representative to the effect that an authorization in the form therein set forth has been adopted by the Corporation or the Town, as the case may be, as conclusive evidence that such authorization has been duly adopted and is in full force and effect. (h) The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees, affiliates and agents. (i) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the Town to make any of the Lease Payments to the Trustee required to be made by the Town pursuant to the Lease Agreement or failure by the Corporation or the Town to file with the Trustee any document required by this Trust

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Agreement or a Lease Agreement to be so filed on a date certain subsequent to the delivery of the Certificates, unless the Trustee shall be specifically notified in writing of such default by the Corporation, the Town or by the Owners of at least five percent (5%) in aggregate principal amount of Certificates then Outstanding and all notices or other instruments required by this Trust Agreement to be delivered to the Trustee must, in order to be effective, be delivered at the Designated Corporate Trust Office, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default except as aforesaid. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Trust Agreement with respect to the execution of any Certificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Trust Agreement, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, deemed desirable by the Trustee for the purpose of establishing the right of the Town to the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with Article VII of this Trust Agreement. (m) 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 a majority in aggregate principal amount of the Outstanding Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. (n) Before taking any action under Article XII hereof or this Section 9.02 at the request or direction of the Certificate Owners or the Municipal Bond Insurer, the Trustee may require payment or reimbursement of its reasonable fees and expenses, including reasonable fees and expenses of counsel and receipt of an indemnity satisfactory to it from the Certificate Owners or the Municipal Bond Insurer to protect it against all liability, except liability which is adjudicated to have resulted from its own negligence or willful misconduct in connection with any action so taken. Before being required to take any action, the Trustee may require an opinion of Independent Counsel acceptable to the Trustee, which opinion shall be made available to the other parties hereto upon request, which counsel may be counsel to any of the parties hereto, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so in good faith, the Trustee shall be absolutely protected in relying thereon. (o) Under no circumstances shall the Trustee be liable for the obligations evidenced by the Certificates.
(p) The Trustee shall not be accountable for the use or application by the Town or the Corporation or any other party of any funds which the Trustee has released in accordance with the terms of this Trust Agreement.
(q) The Trustee has no obligation or duty to insure compliance by the Town with the Code.

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(r) The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal or environmental requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the Town or the Corporation of the Property. In no event shall the Trustee be liable for incidental, indirect, special, punitive or consequential damages in connection with or arising from the Lease Agreement or this Trust Agreement for the existence, furnishing or use of the Property.
(s) The Trustee makes no representations as to the validity or sufficiency of the Certificates and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Certificates assigned to or imposed upon it. The Trustee shall not be responsible for the validity or sufficiency of the Lease Agreement or the assignment under the Assignment Agreement. The Trustee shall not be liable for the sufficiency or collection of any Lease Payments or other moneys required to be paid to it under the Lease Agreement (except as provided in this Trust Agreement), its right to receive moneys pursuant to the Lease Agreement, or the value of or title to the premises upon which the Property is located or the Property. The Trustee makes no representations and shall have no responsibility for any official statement or other offering material prepared or distributed with respect to the Certificates.
(t) In accepting the trust hereby created the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners and the Town or the Corporation having any claim against the Trustee arising from this Trust Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein.
(u) The Trustee is authorized and directed to execute the Assignment Agreement in its capacity as Trustee hereunder.
(v) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Trust Agreement and delivered using Electronic Means (“Electronic Means” means the following communications methods: email, 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 Corporation and/or the Town, as applicable, 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 Corporation and/or the Town, as applicable, whenever a person is to be added or deleted from the listing. If the Corporation and/or the Town, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Corporation and the Town understand and agree that the Trustee cannot determine the identity of the actual sender 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 Corporation and the Town shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Corporation, the Town 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 Corporation and/or the Town, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the

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Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Corporation and the Town agree: (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 Corporation and/or the Town, as applicable; (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. (w) In acting or omitting to act pursuant to the Lease Agreement, the Site and Facility Lease or any other document contemplated or executed in connection herewith, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Trust Agreement and the Lease Agreement, including, but not limited to, this Article VIII. (x) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.
(y) The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. (z) The Trustee may consult with counsel, who may be counsel of or to the Town or the Corporation, with regard to legal questions, 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.
(aa) Whenever in the administration of the trusts imposed upon it by this Trust Agreement the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of the Town, and such certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Trust Agreement in reliance upon such certificate, but the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable.

Section 9.03. Fees, Charges and Expenses of Trustee. the Town shall pay and reimburse the Trustee for such fees for its services rendered hereunder as shall be agreed upon in writing and under the Assignment Agreement and all advances and expenditures, including but not limited to, advances to and reasonable fees and expenses of independent appraisers, accountants, consultants, counsel, agents and attorneys or other experts employed by the Trustee in connection with such services and the Trustee shall, in the Event of Default, have a first and prior lien on the funds held hereunder to secure the same. The Trustee’s rights hereunder, including its rights under Section 11.03 hereof, shall survive its resignation or removal and final payment of the Certificates. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for

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such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

Section 9.04. Notice to Certificate Owners of Default. If an Event of Default occurs of which the Trustee has been given or is deemed to have notice pursuant to Section 9.02(i) hereof, then the Trustee shall, within ninety (90) days of the occurrence thereof, give written notice thereof at the expense of the Town by first class mail, postage prepaid, to the Owner of each Certificate, unless such Event of Default shall have been cured before the giving of such notice; provided, however that unless such Event of Default consists of the failure by the Town to make any Lease Payment when due, the Trustee may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interests of the Certificate Owners not to give such notice.

Section 9.05. Intervention by Trustee. In any judicial proceeding to which the Corporation or the Town is a party which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of the Certificates, the Trustee may intervene on behalf of the Certificate Owners and shall do so if requested in writing by the Municipal Bond Insurer or the Owners of at least twenty-five percent (25%) of the aggregate principal amount of Certificates then Outstanding and the Municipal Bond Insurer, provided the Trustee shall have no duty to take such action unless it has received payment or reimbursement and has been indemnified to its satisfaction as provided in Section 9.02(n) hereof against all risk or liability arising from such action.

Section 9.06. Removal of Trustee. Upon thirty (30) days’ notice, the Town (so long as no Event of Default shall have occurred and be continuing) or the Owners of at least a majority of the aggregate principal amount of Certificates then Outstanding may, with the consent of the Corporation, remove the Trustee initially appointed, and any successor thereto, by an instrument or concurrent instruments in writing delivered to the Trustee and the Corporation, and may appoint a successor or successors thereto; provided that any such successor shall be a corporation or association meeting the requirements set forth in Section 9.01 hereof.

Section 9.07. Resignation by Trustee. The Trustee and any successor Trustee may, at any time, resign by giving thirty (30) days’ written notice by registered or certified mail to the Town, the Corporation and the Municipal Bond Insurer.

Section 9.08. Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 9.06 or 9.07 hereof, the Town shall promptly appoint a successor Trustee. In the event the Town shall, for any reason whatsoever, fail to appoint a successor Trustee within thirty (30) days following the delivery to the Trustee of the instrument described in Section 9.06 hereof or within thirty (30) days following the receipt of notice by the Town pursuant to Section 9.07 hereof, the Trustee may apply to a court of competent jurisdiction at the expense of the Town, for the appointment of a successor Trustee meeting the requirements of Section 9.01 hereof. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the Town purporting to appoint a successor Trustee following the expiration of such thirty (30) day period. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee.

Section 9.09. Merger or Consolidation. Any company or association into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company or association shall be eligible under

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Section 9.01 hereof, shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Section 9.10. Concerning any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its or his predecessor and also the Corporation and the Town an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request of the Town, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Upon such acceptance, the Town shall mail, by first class mail, postage prepaid, or cause the mailing of, notice thereof to the Certificate Owners at their respective addresses set forth on the Registration Books. Should any instrument in writing from the Town be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Town. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article VIII, shall be filed or recorded by the successor Trustee in each recording office where the Assignment Agreement shall have been filed or recorded.

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ARTICLE X

MODIFICATION OR AMENDMENT OF AGREEMENTS
Section 10.01. Amendments Permitted. This Trust Agreement and the rights and obligations of the Owners of the Certificates, the Lease Agreement and the rights and obligations of the parties thereto, the Site and Facility Lease and the rights and obligations of the parties thereto and the Assignment Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental agreement which shall become effective when the written consent of the Municipal Bond Insurer and at least sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding or, if the Municipal Bond Insurer is in breach of its obligations under the Municipal Bond Insurance Policy, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 10.03 hereof, shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof, without the express consent of the Owner of such Certificate and the Municipal Bond Insurer; or (2) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of a Lease Agreement; or (3) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental agreement shall become effective as provided in Section 10.02 hereof.

This Trust Agreement and the rights and obligations of the Owners of the Certificates and the Lease Agreement and the rights and obligations of the respective parties thereto, and the Assignment Agreement and the rights and obligations of the parties thereto, may (with the prior written consent of the Municipal Bond Insurer) be modified or amended at any time by a supplemental agreement, without the consent of any such Owners, but only to the extent permitted by law and only (1) to add to the covenants and agreements of the Corporation or the Town; (2) to cure, correct or supplement any ambiguous or defective provision contained herein or therein and which shall not, in the opinion of nationally recognized bond counsel, materially adversely affect the interests of the Owners of the Certificates; (3) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not, in the opinion of nationally recognized bond counsel, materially adversely affect the interests of the Owners of the Certificates; (4) to make such additions, deletions or modifications as may be necessary or appropriate in the opinion of bond counsel to assure the exclusion from gross income for federal income tax purposes of the interest component of Lease Payments and the interest payable with respect to the Certificates; (5) to add to the rights of the Trustee; or (6) to maintain the rating or ratings assigned to the Certificates. Any such supplemental agreement shall become effective upon execution and delivery by the parties hereto or thereto, as the case may be.

This Trust Agreement and the Lease Agreement may not be modified or amended at any time by a supplemental agreement which would modify any of the rights and obligations of the Trustee without its written assent thereto.

The Trustee shall receive an opinion of Independent Counsel that any amendment entered into hereunder complies with the provisions of this Article IX and the Trustee may rely conclusively on such opinion.

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Section 10.02. Procedure for Amendment with Written Consent of Certificate Owners.

This Trust Agreement and the Lease Agreement may be amended by supplemental agreement as provided in this Section 10.02 in the event the consent of the Owners of the Certificates is required pursuant to Section 10.01 hereof. A copy of such supplemental agreement (or a summary thereof), together with a request to the Certificate Owners for their consent thereto, shall be mailed by first class mail, postage prepaid, by the Trustee at the expense of the Town, to each Owner of a Certificate at his address as set forth on the Registration Books, but failure to mail copies of such supplemental agreement and request shall not affect the validity of the supplemental agreement when assented to as in this Section 10.02 provided.

Such supplemental agreement shall not become effective unless there shall be filed with the Trustee the written consent of the Municipal Bond Insurer or, if the Municipal Bond Insurer is in breach of its obligations under the Municipal Bond Insurance Policy, the Owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding (exclusive of Certificates disqualified as provided in Section 10.03 hereof) and a notice shall have been mailed as hereinafter in this Section 10.02 provided. Each such consent shall be effective only if accompanied by proof of ownership of the Certificates for which such consent is given, which proof shall be such as is permitted by Section 2.11 hereof. Any such consent shall be binding upon the Owner of the Certificate giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in the following paragraph of this Section 10.02 provided for has been mailed.

After the Municipal Bond Insurer and the Owners of the required percentage of Certificates shall have filed their consents to such supplemental agreement, the Trustee shall mail by first class mail, postage prepaid, a notice at the expense of the Town, to the Municipal Bond Insurer and the Owners of the Certificates in the manner hereinbefore provided in this Section 10.02 for the mailing of such supplemental agreement of the notice of adoption thereof, stating in substance that such supplemental agreement has been consented to by the Municipal Bond Insurer and the Owners of the required percentage of Certificates and will be effective as provided in this Section 10.02 (but failure to mail copies of said notice shall not affect the validity of such supplemental agreement or consents thereto). A record, consisting of the papers required by this Section 10.02 to be filed with the Trustee, shall be conclusive proof of the matters therein stated. Such supplemental agreement shall become effective upon the mailing of such last-mentioned notice, and such supplemental agreement shall be deemed conclusively binding upon the parties hereto and the Owners of all Certificates at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty (60) day period.

Section 10.03. Disqualified Certificates. Certificates owned or held by or for the account of the Town or by any person directly or indirectly controlled or controlled by, or under direct or indirect common control with the Town (except any Certificates held in any pension or retirement fund) shall not be deemed Outstanding (unless all such Certificates are owned or held, in which case all such Certificates shall be deemed Outstanding) for the purpose of any vote, consent, waiver or other action or any calculation of Outstanding Certificates provided for in this Trust Agreement, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Trust Agreement; provided, however, that the Trustee shall not be liable for determining whether Certificates are owned or held by the Town or any such other person unless such Certificates are registered in the name of the Town on the Registration Books.

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Section 10.04. Effect of Supplemental Agreement. From and after the time any supplemental agreement becomes effective pursuant to this Article IX, this Trust Agreement or a Lease Agreement, as the case may be, shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Certificates Outstanding, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any supplemental agreement shall be deemed to be part of the terms and conditions of this Trust Agreement or a Lease Agreement, as the case may be, for any and all purposes.

Section 10.05. Endorsement or Replacement of Certificates Delivered After Amendments. the Town may determine that Certificates delivered after the effective date of any action taken as provided in this Article IX shall bear a notation, by endorsement or otherwise, in form approved by the Town, as to such action. In that case, upon demand of the Owner of any Certificate Outstanding at such effective date and presentation of his Certificate for such purpose at the Designated Corporate Trust Office, a suitable notation shall be made on such Certificate. the Town may determine that the delivery of substitute Certificates, so modified as in the opinion of the Town is necessary to conform to such Certificate Owners’ action, is necessary and such substitute Certificates shall thereupon be prepared, executed and delivered.

In that case, upon demand of the Owner of any Certificate then Outstanding, such substitute Certificate shall be exchanged at the Designated Corporate Trust Office, at the expense of the Town, for a Certificate of the same character then Outstanding, upon surrender of such Outstanding Certificate.

Section 10.06. Amendatory Endorsement of Certificates. The provisions of this Article IX shall not prevent any Certificate Owner from accepting any amendment as to the particular Certificates held by him, provided that proper notation thereof is made on such Certificates.

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ARTICLE XI

COVENANTS
Section 11.01. Compliance with and Enforcement of Lease Agreement. the Town covenants and agrees with the Municipal Bond Insurer and the Owners of the Certificates to perform all obligations and duties imposed on it under the Lease Agreement. The Corporation covenants and agrees with the Owners of the Certificates to perform all obligations and duties imposed on it under the Lease Agreement.

The Town will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of their respective Lease Agreement by the Corporation thereunder. The Corporation and the Town, immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting their respective estates, or either of them, in the Property, which may or can in any manner affect such estate of the Town or the Corporation, will deliver the same, or a copy thereof, to the Trustee and the Municipal Bond Insurer.

Section 11.02. Observance of Laws and Regulations. the Town and the Corporation will well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the Town or the Corporation, respectively, including its right to exist and carry on business as a public entity, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired.

Section 11.03. Prosecution and Defense of Suits. the Town shall promptly, upon request of the Trustee or any Certificate Owner, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Property, whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee and every Certificate Owner harmless from all loss, cost, damage and expense, including reasonable attorneys’ fees and expenses, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding.

Section 11.04. Recordation and Filing. the Town shall record and file, or cause to be recorded and filed, the Site and Facility Lease, the Lease Agreement (or a memorandum thereof), the Assignment Agreement and all such documents as may be required by law (and shall take all further actions which may be necessary or be reasonably required by the Trustee), all in such manner, at such times and in such places as may be required by law in order fully to preserve, protect and perfect the security of the Trustee and the Certificate Owners.

Section 11.05. Budgets. the Town shall supply to the Trustee and the Municipal Bond Insurer as soon as practicable, but not later than July 1 in each year, a written determination by a Town Representative that the Town has made adequate provision in its annual budget for the payment of Lease Payments and Additional Payments due under the Lease Agreement in the Fiscal Year covered by such budget. The determination given by the Town to the Trustee shall be that the amounts so budgeted are fully adequate for the payment of all Lease Payments and

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Additional Payments due under the Lease Agreement in the annual period covered by such budget.

Section 11.06. Further Assurances. The Corporation and the Town will make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Trust Agreement and the Lease Agreement, or as may be requested by the Trustee and for the better assuring and confirming unto the Owners of the Certificates and the Trustee the rights and benefits provided herein.

Section 11.07. Satisfaction of Conditions Precedent. the Town hereby certifies, recites and declares that all acts, conditions and things required by the constitution and statutes of the State, the Lease Agreement and this Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of the Certificates, do exist, have happened and have been performed in due time, form and manner as required by law.

Section 11.08. Continuing Disclosure. the Town hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Trust Agreement, failure of the Town to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the holders of at least 25% aggregate principal amount of Outstanding Certificates, or any holder or beneficial owner of the Certificates may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

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ARTICLE XII

LIMITATION OF LIABILITY
Section 12.01. Limited Liability of Town. Except for the payment of Lease Payments when due and Additional Payments, if any, in accordance with the Lease Agreement and the performance of the other covenants and agreements of the Town contained in the Lease Agreement and this Trust Agreement, the Town shall have no pecuniary obligation or liability to any of the other parties or to the Owners of the Certificates with respect to this Trust Agreement or the terms, execution, delivery or transfer of the Certificates, or the distribution of Lease Payments to the Owners by the Trustee, except as expressly set forth herein.

Section 12.02. No Liability of Town or Corporation for Trustee Performance. Neither the Town nor the Corporation shall have any obligation or liability to any of the other parties or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon it under this Trust Agreement.

Section 12.03. Indemnification of Trustee. the Town shall to the extent permitted by law indemnify and save the Trustee, its officers, employees, directors, affiliates and agents harmless from and against all claims, losses, costs, expenses, liability and damages, including reasonable legal fees and expenses (including allocated costs of internal counsel), arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on, the Property by the Corporation or the Town; (ii) any breach or default on the part of the Corporation or the Town the performance of any of their respective obligations under the Lease Agreement, the Assignment Agreement, this Trust Agreement and any other agreement made and entered into for purposes of the Property; (iii) any act of the Corporation or the Town or of any of their respective agents, contractors, servants, employees, licensees with respect to the Property; (iv) any act of any assignee of, or purchaser from the Corporation or the Town or of any of its or their respective agents, contractors, servants, employees or licensees with respect to the Property; (v) the authorization of payment of Delivery Costs; (vi) the actions of any other party, including but not limited to the ownership, operation or use of the Property by the Corporation or the Town including, without limitation, the use, storage, presence, disposal or release of any Hazardous Substances on or about the Property; (vii) the Trustee’s exercise and performance of its powers and duties hereunder or as assigned to it under the Assignment Agreement or any other documents contemplated or executed in connection herewith or therewith; (viii) the offering and sale of the Certificates; (ix) the presence under or about or release from the Property, or any portion thereof, of any substance, material or waste which is or becomes regulated or classified as hazardous or toxic under State, local or federal law, or the violation of any such law by the Town; or (x) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading, in any official statement or other offering document utilized in connection with the sale of the Certificates. Such indemnification shall include the costs and expenses of defending against any claim or liability arising under this Trust Agreement. No indemnification will be made under this Section 12.03 or elsewhere in this Trust Agreement for willful misconduct or negligence under this Trust Agreement by the Trustee, its officers, affiliates or employees. the Town’s obligations hereunder shall remain valid and binding notwithstanding maturity and payment of the Certificates or resignation or removal of the Trustee. This Section 12.03 shall survive the termination of this Trust Agreement and the earlier removal or resignation of the Trustee.

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Section 12.04. Limitation of Rights to Parties and Certificate Owners. Nothing in this Trust Agreement or in the Certificates expressed or implied is intended or shall be construed to give any person other than the Town, the Corporation, the Trustee, the Municipal Bond Insurer and the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect of this Trust Agreement or any covenant, condition or provision hereof; and all such covenants, conditions and provisions are and shall be for the sole and exclusive benefit of the Town, the Corporation, the Trustee, the Municipal Bond Insurer and said Owners.

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ARTICLE XIII

EVENTS OF DEFAULT AND REMEDIES OF

CERTIFICATE OWNERS
Section 13.01. Assignment of Rights. Pursuant to the Assignment Agreement, the Corporation has transferred, assigned and set over to the Trustee all of the Corporation’s rights in and to the Lease Agreement (excepting only the Corporation’s rights to give approvals and consents, and its rights under Sections 5.8, 7.3 and 9.4 and its obligations thereof), including without limitation all of the Corporation’s rights to exercise such rights and remedies conferred on the Corporation pursuant to the Lease Agreement as may be necessary or convenient (i) to enforce payment of the Lease Payments, Additional Payments and any other amounts required to be deposited in the Lease Payment Fund or the Insurance and Condemnation Fund, and (ii) otherwise to exercise the Corporation’s rights and take any action to protect the interests of the Trustee or the Certificate Owners in an Event of Default.

Section 13.02. Remedies. If an Event of Default shall happen, then and in each and every such case during the continuance of such Event of Default, the Trustee may (with the prior written consent of the Municipal Bond Insurer), and shall upon request of the Municipal Bond Insurer or, if the Municipal Bond Insurer is in breach of its obligations under the Municipal Bond Insurance Policy,, and shall upon request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, and upon payment of its reasonable fees and expenses, including reasonable counsel fees, and being indemnified to its satisfaction therefor shall, exercise any and all remedies available pursuant to law or granted pursuant to the Lease Agreement; provided, however, that notwithstanding anything herein or in the Lease Agreement to the contrary, there shall be no right under any circumstances to accelerate the maturities of the Certificates or otherwise to declare any Lease Payment not then in default to be immediately due and payable.

Section 13.03. Application of Funds. All moneys held by the Trustee in the funds and accounts held hereunder and all moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article XII or Article IX of the Lease Agreement shall be applied by the Trustee in the following order upon presentation of the several Certificates:

First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default, and collecting moneys owed hereunder, including reasonable compensation to its agents, attorneys and counsel (including allocated costs of internal counsel), including all fees, indemnity and expenses past due, and then fees, costs and expenses of the Certificate Owners in declaring such Event of Default, and collecting moneys owed hereunder, including reasonable compensation to its agents, attorneys and counsel; and Second, to the payment of the whole amount then owing and unpaid with respect to the Certificates for principal and interest, with interest on the overdue principal and installments of interest at the rate per annum payable with respect to the Certificates (but such interest on overdue installments of interest shall be paid only to the extent funds are available therefor following payment of principal and interest and interest on overdue principal, as aforesaid), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid with respect to the Certificates, then to the payment of such principal and interest without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest.

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Third, any amount due to the Municipal Bond Insurer, not paid pursuant to First or Second above, and unpaid.

Section 13.04. Institution of Legal Proceedings. If one or more Events of Default shall happen and be continuing, or if there shall be nonpayment of principal or interest with respect to the Certificates, the Trustee shall, upon the written request of the Owners of a majority in principal amount of the Certificates then Outstanding, and upon payment of its fees and expenses, including counsel fees and expenses, and being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Owners of Certificates by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as shall be deemed most effectual in support of any of its rights or duties hereunder. If one or more Events of Default shall occur and be continuing, the Trustee shall be entitled as a matter of right to the appointment of a receiver or receivers for the Property and for any property securing the Certificates and the revenues, income, produce, and profits thereon. In the case of any receivership, insolvency, bankruptcy, reorganization, or other judicial proceedings affecting the Town or the Property, the Trustee shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Trustee and Owners allowed in such proceedings for the entire amount due and payable under this Trust Agreement at the time of the institution of such proceedings, and also for any additional amount which may become due and payable thereafter, without prejudice to the right of any Owner to file a claim on his or her own behalf. The Trustee shall not be obligated to take any such action unless offered compensation, indemnity for its potential liability, and reimbursement for its reasonable legal fees and expenses in accordance with this Section 13.04.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Certificate Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Certificates or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Certificate Owners so affected.

Section 13.05. Non-waiver. Nothing in this Article XII or in any other provision of this Trust Agreement or in the Certificates, shall affect or impair the obligation of the Town to pay or prepay the Lease Payments as provided in the Lease Agreement, or affect or impair the right of action, which is absolute and unconditional, of the Certificate Owners to institute suit to enforce and collect such payment. No delay or omission of the Trustee or of any Owner of any of the Certificates to exercise any right or power arising upon the happening of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every power and remedy given by this Article XII to the Trustee, to the Municipal Bond Insurer or to the Owners of Certificates may be exercised from time to time and as often as shall be deemed expedient by the Trustee or the Certificate Owners.

Section 13.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Certificate Owners is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise.

Section 13.07. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, upon the request of the Owners of a majority in principal amount of the Certificates then Outstanding, it shall have full power, for the best interests of the Owners of the Certificates, with respect to the continuance, discontinuance,

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withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, without the consent of a majority in aggregate principal amount of the Certificates Outstanding.

Section 13.08. Limitation on Certificate Owners’ Right to Sue. No Owner of any Certificate executed and delivered hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Trust Agreement, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default hereunder; (b) the Owners of at least twenty-five percent (25%) in aggregate principal amount of all the Certificates then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

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 Owner of Certificates of any remedy hereunder; it being understood and intended that no one or more Owners of Certificates shall have any right in any manner whatever by his or their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity with respect to an Event of Default shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Certificates.

The right of any Owner of any Certificate to receive payment of said Owner’s fractional interest in the Lease Payments as the same become due, or to institute suit for the enforcement of such payment, shall not be impaired or affected without the consent of such Owner, notwithstanding the foregoing provisions of this Section 13.08 or any other provision of this Trust Agreement.

Section 13.09. Parties Interested Herein. Nothing in this Trust Agreement expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Town, the Corporation, the Trustee and the Municipal Bond Insurer, their officers, employees and agents, and the Owners any right, remedy or claim under or by reason of this Trust Agreement, or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Trust Agreement contained by and on behalf of the Town shall be for the sole and exclusive benefit of the Town, the Corporation and the Trustee, their officers, employees and agents, and the Owners.

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ARTICLE XIV

PROVISIONS RELATING TO THE MUNICIPAL BOND

INSURER AND THE MUNICIPAL BOND INSURANCE POLICY
Notwithstanding anything in this Trust Agreement to the contrary, the following provisions shall prevail for as long as the Municipal Bond Insurance Policy is in effect.

Section 14.01. Notices and Other Information.
(a) Any notice that is required to be given to an Owner, nationally recognized municipal securities information repositories or state information depositories pursuant to Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission or to the Trustee pursuant to this Trust Agreement or the Lease Agreement shall also be provided to the Municipal Bond Insurer, simultaneously with the sending of such notices. In addition, all information furnished by the Town pursuant to the Continuing Disclosure Certificate shall also be provided to the Municipal Bond Insurer, simultaneously with the furnishing of such information. All notices required to be given to the Municipal Bond Insurer shall be in writing and shall be sent by registered or certified mail addressed to ___________, ____________, Attention: ____________, Re: Municipal Bond Insurance Policy No. _______ and Reserve Policy No. _______, Telephone: (___) ___-____; Fax: (___) ___-____. If such communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the Deputy General Counsel-Public Finance of the Municipal Bond Insurer and shall be marked to indicate “URGENT MATERIAL ENCLOSED.”
(b) the Municipal Bond Insurer shall have the right to receive such additional information as it may reasonably request.
(c) the Town will permit the Municipal Bond Insurer to discuss the affairs, finances and accounts of the Town or any information the Municipal Bond Insurer may reasonably request regarding the security for the Certificates with appropriate officers of the Town, and the Town will use best efforts to enable the Municipal Bond Insurer to have access to the facilities, books and records of the Town on any Business Day upon reasonable prior notice. (d) The Trustee shall notify the Municipal Bond Insurer of any failure of the Corporation or the Town to provide notices, certificates and other information required to be provided to the Trustee under the Trust Agreement or the Lease Agreement.

Section 14.02. Defeasance. In the event that the principal and/or interest due with respect to the Insured Certificates shall be paid by the Municipal Bond Insurer pursuant to the Municipal Bond Insurance Policy, the Insured Certificates shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid, and the assignment and pledge of the trust estate and all covenants, agreements and other obligations of the Town to the Owners shall continue to exist and shall run to the benefit of the Municipal Bond Insurer and the Municipal Bond Insurer shall be subrogated to the rights of such Owners, including, without limitation, any rights that such owners may have in respect of securities law violations arising from the offer and sale of the Insured Certificates.

Section 14.03. Trustee-Related Provisions.
(a) the Municipal Bond Insurer shall receive prior written notice of any name change of the Trustee or the resignation, removal or termination of the Trustee.

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(b) No resignation, removal or termination of the Trustee shall take effect until a successor, acceptable to the Municipal Bond Insurer, shall be appointed. (c) The Trustee may be removed at any time at the request of the Municipal Bond Insurer for any breach of its obligations under the Trust Agreement.

Section 14.04. Amendments and Supplements.
(a) With respect to amendments or supplements to this Trust Agreement or the Lease Agreement, the Municipal Bond Insurer’s prior written consent is required. (b) Copies of any amendments or supplements to this Trust Agreement or the Lease Agreement which are consented to by the Municipal Bond Insurer shall be sent to the rating agencies that have assigned a rating to the Certificates. (c) Notwithstanding any other provision of this Trust Agreement or the Lease Agreement, in determining whether the rights of Owners will be adversely affected by any action taken pursuant to the terms and provisions thereof, the effect on the Owners shall be considered as if there was no Municipal Bond Insurance Policy.

Section 14.05. The Municipal Bond Insurer as Third Party Beneficiary. To the extent that this Trust Agreement or the Lease Agreement confer upon or give or grant to the Municipal Bond Insurer any right, remedy or claim under or by reason of the Trust Agreement or the Lease Agreement, the Municipal Bond Insurer is explicitly recognized as being a third party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.

Section 14.06. Control Rights of the Municipal Bond Insurer. (a) Anything in this Trust Agreement or the Lease Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default, the Municipal Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Owners or the Trustee for the benefit of the Owners of Insured Certificates. (b) The rights granted to the Municipal Bond Insurer under the Site and Facility Lease, the Lease Agreement, the Assignment Agreement and/or this Trust Agreement to request, consent to or direct any action are rights granted to the Municipal Bond Insurer in consideration of its issuance of the Municipal Bond Insurance Policy. Any exercise by the Municipal Bond Insurer of such rights is merely an exercise of the Municipal Bond Insurer’s contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Owners and such action does not evidence any position of the Municipal Bond Insurer, affirmative or negative, as to whether the consent of the Owners or any other person is required in addition to the consent of the Municipal Bond Insurer.

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Section 14.07. Consent Rights of the Municipal Bond Insurer. (a) Consent of the Municipal Bond Insurer. Any provision of this Trust Agreement or the Lease Agreement expressly recognizing or granting rights in or to the Municipal Bond Insurer may not be amended without the prior written consent of the Municipal Bond Insurer. (b) Consent of the Municipal Bond Insurer in Addition to Owner Consent. Wherever this Trust Agreement or the Lease Agreement require the consent of Owners, the Municipal Bond Insurer's consent shall also be required.
(c) Consent of the Municipal Bond Insurer. The Municipal Bond Insurer shall be deemed to be the sole holder of the Insured Certificates for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Owners are entitled to take pursuant the provisions of this Trust Agreement. pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. In furtherance thereof, each Owner appoints the Municipal Bond Insurer as its agent and attorney-in-fact and agrees that the Municipal Bond Insurer may at any time during the continuation of any proceeding by or against the Town under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim"), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, each Owner of an Insured Certificate delegates and assigns to the Municipal Bond Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Owner in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. The Trustee acknowledges such appointment, delegation and assignment by each holder of an Insured Certificate for the Municipal Bond Insurer’s benefit and agrees to cooperate with the Municipal Bond Insurer in taking any action reasonably necessary or appropriate in connection with such appointment, delegation and assignment. Remedies granted to the Owners shall expressly include mandamus.

Section 14.08. Payment Procedures Under the Municipal Bond Insurance Policy.

If, on the third Business Day prior to the related scheduled interest payment date or principal payment date (“Payment Date”) there is not on deposit with the Trustee, after making all transfers and deposits required under this Trust Agreement, moneys sufficient to pay the principal and interest with respect to the Insured Certificates due on such Payment Date, the Trustee shall give notice to the Municipal Bond Insurer and to its designated agent (if any) (the “Insurer’s Fiscal Agent”) by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York Town time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal and interest with respect to the Insured Certificates due on such Payment Date, the Trustee shall make a claim under the Municipal Bond Insurance Policy and give notice to the Municipal Bond Insurer and the Municipal Bond Insurer’s Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest with respect to the Insured Certificates and the amount required to pay principal with respect to the Insured Certificates, confirmed in writing to the Municipal Bond Insurer and the Municipal Bond Insurer’s Fiscal Agent by 12:00 noon, New York Town time, on such second Business Day by filling in the form of Notice of Claim and Insured Certificate delivered with the Municipal Bond Insurance Policy.

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The Trustee shall designate any portion of payment of principal with respect to Insured Certificates paid by the Municipal Bond Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Insured Certificates registered to then current Owners of Insured Certificates, whether DTC or its nominee or otherwise, and shall issue a replacement Insured Certificate to the Municipal Bond Insurer, registered in the name of Assured Guaranty Municipal Corp. in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee’s failure to so designate any payment or issue any replacement Insured Certificate shall have no effect on the amount of principal or interest payable by the Town with respect to any Insured Certificate or the subrogation rights of the Municipal Bond Insurer.

The Trustee shall keep a complete and accurate record of all funds deposited by the Municipal Bond Insurer into the Municipal Bond Insurance Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal with respect to any Insured Certificate. The Municipal Bond Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee.

Upon payment of a claim under the Municipal Bond Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Owners of Insured Certificates referred to herein as the “the Municipal Bond Insurance Policy Payments Account” and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the Municipal Bond Insurance Policy in trust on behalf of Owners of Insured Certificates and shall deposit any such amount in the Municipal Bond Insurance Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Trustee to Owners of Insured Certificates in the same manner as principal and interest payments are to be made with respect to the Insured Certificates under the sections of this Trust Agreement regarding payment of Insured Certificates. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything in this Trust Agreement to the contrary, the Town agrees to pay to the Municipal Bond Insurer (i) a sum equal to the total of all amounts paid by the Municipal Bond Insurer under the Municipal Bond Insurance Policy (the “Insurer Advances”); and (ii) interest on such Insurer Advances from the date paid by the Municipal Bond Insurer until payment thereof in full, payable to the Municipal Bond Insurer at the Late Payment Rate per annum (collectively, the “Insurer Reimbursement Amounts”). “Late Payment Rate” means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the Town of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%, and (ii) then applicable highest rate of interest with respect to the Insured Certificates, and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. If the interest provisions of this paragraph shall result in an effective rate of interest which, for any period, exceeds the limit of the usury or any other laws applicable to the indebtedness created herein, then all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied as additional interest for any later periods of time when amounts are outstanding hereunder to the extent that interest otherwise due hereunder for such periods plus such additional interest would not exceed the limit of the usury or such other laws, and any excess shall be applied upon principal immediately upon receipt of such moneys by the Municipal Bond Insurer, with the same force