Form of First Supplemental Indenture along with copy of 2016 Indenture – Series 2022B (available in the City Clerk’s Reading File) — Santa Clarita City Council, September 27, 2022

9/15//22

FIRST SUPPLEMENTAL INDENTURE

by and between

SANTA CLARITA PUBLIC FINANCING AUTHORITY

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee

Dated as of October 1, 2022

Relating to:

$[principal amount]
Santa Clarita Public Financing Authority
Lease Revenue Bonds
(Energy Efficiency Program)
Series 2022B
(Green Bonds)

TABLE OF CONTENTS

Page

-i-

PART 1

ADDITION OF ARTICLE X

PART 1.1 ADDITION OF ARTICLE X ...................................................................................... 2 ARTICLE X-2022B BONDS ....................................................... 3 Section 10.01 Definitions.................................................................................................. 3 Section 10.02 Terms of the 2022B Bonds ........................................................................ 4 Section 10.03 Redemption of the 2022B Bonds ............................................................... 5 Section 10.04 Form of the 2022B Bonds ............................................................................

Section 10.05 Execution of the 2022B Bonds ....................................................................

Section 10.06 Application of Proceeds of the 2022B Bonds ............................................ 5 Section 10.07 Reopening of Co sts of Issuance Fund ........................................................ 5 Section 10.08 2022B Account of the Project Fund ........................................................... 6 Section 10.09 Tax Covenants Re lating to the 2022B Bonds ............................................ 6 Section 10.09 Amendment of Exhibit D ........................................................................... 9 PART 2

MISCELLANEOUS
PART 2.1 EFFECT OF FIRST SUPPLEMENTAL INDENTURE ........................................... 10 PART 2.2 EFFECTIVE DATE OF FIRST SUPPLEMENTAL INDENTURE ......................... 10 PART 2.3 APPLICABLE LAW ................................................................................................. 10 PART 2.4 COUNTERPARTS .................................................................................................... 10

EXHIBIT C – AMENDED FORM OF NET PROCEEDS REQUISITION
EXHIBIT D – FORM OF 2022B BOND
EXHIBIT E – FORM OF 2022B COSTS OF ISSUANCE REQUISITION EXHIBIT F – FORM OF 2022B ACCOUNT OF THE PROJECT FUND REQUISITION

132287550.1

FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (thi s “First Supplemental Indenture”) is made, entered into and dated as of Oct ober 1, 2022, by and between the SANTA CLARITA PUBLIC FINANCING AUTHORITY (t he “Authority”), a joint exercise of powers authority organized and existing under the laws of the State of Cali fornia, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (form erly known as U.S. Bank National Association), a national banking as sociation organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Authority is authorized pursuant to the Marks-Roos Local Bond Pooling Act of 1985 to purchase, with the proceeds of b onds of the Authority, bonds of local agencies within the State of California in order to assist such local agencies in financing or refinancing public capital improvements;
WHEREAS, pursuant to the Indenture, dated as of June 1, 2016 (the “Original Indenture”) by and between the Authority and the Trustee, the Authority issued the $10,320,000 Lease Revenue Refunding Bonds (Golden Valley Road), Series 2016A (the “2016 Bonds”), for the purpose of refinancing the costs of acquiri ng right-of-way for a portion of Golden Valley Road in connection with the payment of a judicial order by the City; WHEREAS, the Original Indent ure provides that, for any pu rpose the Authority may at any time issue one or more Series of Additio nal Bonds (in addition to the 2016 Bonds) payable from Revenues as provided therein on a parity with all other Bonds theretofore issued thereunder, but only subject to the conditions precedent to the issuance of such Additional Bonds specified in the Original Indenture, including amendment of that certain Lease Agreement, dated as of June 1, 2016 (the “Origi nal Lease”), between the Authority and the City, whereby the Authority has agreed to lease certain real property and the improvements thereon, more commonly known as the Santa Clarita City Hall, located at 23920 Valencia Boulevard, Santa Clarita (the “Leased Property”) to the City, and the City is obligated to make Base Rental Payments (as defined therein) to the Authority for the sublease of the Leased Property; and WHEREAS, the Authority and the City have entered into a First Amendment to Lease Agreement, dated as of October 1, 2022 (the “Fir st Amendment to Lease,” and together with the Original Lease, as amended, the “Lease”) whic h amendment shall increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal and interest due and payable on such Additional Bonds;
WHEREAS, the Original Indenture provides th at the Original Indenture and the rights and obligations of the Authorit y, the Trustee and the Owners of the Bonds may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority and the Trustee may enter into without the consent of any Bond Owners to provide for the issuance of one or more Seri es of Additional Bonds, and to provide the term s and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of the Original Indenture;

2 WHEREAS, the City desires to finance certa in energy efficiency improvements for City buildings and facilities, includi ng but not limited to, HVAC, lighting, water conservation, solar, and refrigeration improvements (the “2022 Project”); and WHEREAS, the City has requested that th e Authority issue its Lease Revenue Bonds (Energy Efficiency Program) Series 2022B (Gr een Bonds) (the “2022B Bonds”) as Additional Bonds on parity with the 2016 Bonds for the purpos e of financing a portion of the costs of the 2022 Project and to pay for the costs of issuing the 2022B Bonds; WHEREAS, concurrently with the issuance of the 2022B Bonds, the City has requested that the Authority also issue its Lease Revenu e Bonds (Energy Efficiency Program) Series 2022A (Green Bonds) (the “2022A Bonds”) for the purpose of financing a portion of the costs of the 2022 Project, which 2022A Bonds are on par ity with the $10,645,000 Santa Clarita Public Financing Authority Lease Revenue Bonds (R ecreational Facility) Series 2020A and the $3,625,000 Santa Clarita Public Fina ncing Authority Federally Ta xable Lease Revenue Bonds (Recreational Facility) Series 2020A-T (collectively, th e “2020 Bonds”), secured by lease payments under a separate lease;
WHEREAS, in order to provide for the authentication and delivery of the 2022B Bonds, to establish and declare the te rms and conditions upon which the 2022B Bonds are to be issued and secured and to secure the pa yment of the principal thereof, premium, if any, and interest thereon, the Authority has authorized the exec ution and delivery of this First Supplemental Indenture; and
WHEREAS, the Authority has determined th at all acts and proceedings required by law necessary to make the 2022B Bonds, when ex ecuted by the Authority, authenticated and delivered by the Trustee and duly issued, the va lid, binding and legal speci al obligations of the Authority, and to constitute th is First Supplemental Indenture a valid and bindi ng agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this First Supple mental Indenture has been in all respects duly authorized;
NOW, THEREFORE, that in order to secure th e payment of the principal of, premium, if any, and the interest on all 2022B Bonds at any time issued and outstanding under this First Supplemental Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the 2022B B onds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the 2022B Bonds by the holders thereof, and for other va luable consideration, the receipt of which is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective holder s from time to time of the 2022B Bonds, as follows:

PART 1

ADDITION OF ARTICLE X

3 Part 1.1. ꞏAddition of Article X . The Original Indenture, as amended, is hereby amended by adding thereto an additional Article X as follows:

ARTICLE X
2022B BONDS
Section 10.01. Definitions. Unless the context otherwise requires, the terms defined and/or modified in this Section shall for all pur poses of this Indenture and of any certificate, opinion or other document herein or therein mentioned, have the meanings herein specified. “Additional Bonds” mean the Bonds of an add itional Series authorized by a Supplemental Indenture that are issued pursuant to this Indenture, including the 2022B Bonds. “Bond Year” means each twelve-m onth period extending from December 2 in one calendar year to December 1 of the succeeding cal endar year, both dates inclusive, except that the first Bond Year for the 2016 Bonds shall be gin on the Closing Date and shall end on December 1, 2016, and for the 2022B Bonds shall begin on the 2022B Closing Date and shall end on December 1, 2022.
“Bonds” mean collectively, the 2016 Bonds, a nd, where the context requires, any Additional Bonds, including the 2022B Bonds.
“First Lease Amendment” means that certain First Amendment to Lease Agreement, dated as of October 1, 2022, by and between the Authority and the City. “First Supplemental Indenture” means the First Supplemental Indenture, dated as of October 1, 2022, by and between the Authority and the Trustee. “Indenture” means this Indenture, dated as of June 1, 2016, as amended and supplemented by the First Supplemental Indenture, as originally executed or as it may from time to time be amended or supplemented in accordance herewith. “Interest Payment Date” means June 1 and December 1 of each year, commencing December 1, 2016 with respect to the 2016 Bo nds, and commencing December 1, 2022 with respect to the 2022B Bonds.
“Lease” means that certain Lease Agreement, dated as of June 1, 2016, as amended and supplemented by the First Lease Amendment, each by and between the Authority as lessor and the City as lessee, as it may be further amended or modified. “Original Purchaser” means, with respect to the 2016 Bonds, Fidelity Capital Markets, the initial purchaser of such 2016 Bonds.
“Principal Payment Date” means each December 1, commencing December 1, 2016 with respect to the 2016 Bonds, and commencing December 1, 20___ with respect to the 2022B Bonds.

4 “Project” means the refinancing of the acquisiti on of right-of-way for a portion of Golden Valley Road in connection with the paymen t of a judicial order by the City with respect to the 2016 Bonds, and the financing of a porti on of 2022 Project with respect to the 2022B Bonds.
“Project Costs” means all costs which are paid from moneys on deposit in the Project Fund, including but not limited to:
 all costs required to be paid to any person under the terms of any agreement for or relating to the Project;
 obligations incurred for labor and materials in connection with the Project;  the cost of performance or other bonds a nd any and all types of insurance that may be necessary or appropriate to have in effect in connection with the Project;  all costs of engineering and architectur al services, including the actual out-of- pocket costs for test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, development fees, and for supervising construction, as well as for the perfor mance of all other duties required by or consequent to the Project;
 any sums required to reimburse the Author ity or the City for advances made for any of the above items or for any other costs incurred and for work done which are properly chargeable to the Project, including the purchase price for the Site and the improvements thereon; and
 all financing costs incurred in connectio n with the Project, including but not limited to Costs of Issuance and other co sts incurred in connection herewith and the financing of the Project.
“Project Fund” means the fund by that name esta blished and held by the Trustee pursuant to Section 10.08.
“Rebate Fund” means the fund by that name esta blished and held by the Trustee pursuant to Section 4.03, and the accounts therein for each separate Series of Bonds that the Authority intends interest thereon to be excludable from the gross income of the Owners thereof. “Rebate Requirement” means, in respect of the 2016 Bonds and the 2022B Bonds, obligations imposed under section 148(f) the Code in respect of such issue. “Tax Certificate” means the Tax Certificate dated the date of the original delivery of the 2016 Bonds relating to the requireme nts of certain provisions of the Code, as such certificate may from time to time be modi fied or supplemented in accordan ce with the terms thereof, and, where the context requires, the 2022B Tax Certificate.
“Trustee” means U.S. Bank Trust Company, Nati onal Association, and its successors and assigns, and any other banking corporation or association that may at any time be substituted

5 in its place as provided in Article VI hereof.
“2016 Bonds” means the Santa Clarita Public Fi nancing Authority Lease Revenue Refunding Bonds (Golden Valley Road ), Series 2016A, issued in th e initial principal amount of $10,320,000.
“2022B Bonds” means the Santa Clarita Public Financing Authority, Lease Revenue Bonds (Energy Efficiency Program), Series 20 22B (Green Bonds), au thorized, executed and delivered hereunder.
“2022B Closing Date” means October __, 2022, being the date of delivery of the 2022B Bonds to the 2022B Original Purchaser thereof.
“2022B Original Purchaser” means, with respect to th e 2022B Bonds, Stifel, Nicolaus & Company, Incorporated, the initial purchaser of the 2022B Bonds. “2022 Project” means the acquisition, installation, modification, improvement and/or construction of energy efficiency improvements for buildings and facilities owned or operated by the City, including but not limited to, HVAC , lighting, water conservation, solar, and refrigeration improvements, as may be designated by the City from time to time. “2022B Tax Certificate” means the Tax Certificate date d the date of the original delivery of the 2022B Bonds relating to the requirem ents of certain provisions of the Code, as such certificate may from time to time be modified or suppleme nted in accordance with the terms thereof.
“2022B Term Bonds” mean, collectively, the 2022B Bonds maturing on December 1 in the years ____, ______ and ______.

Section 10.02. Terms of the 2022B Bonds . (a) The 2022B Bonds are authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture and shall be designated, respectivel y, as the “Santa Clarita Pub lic Financing Authority, Lease Revenue Bonds (Energy Efficiency Program), Se ries 2022B (Green Bonds).” The 2022B Bonds shall be issued in the original aggregate principal amount of $[principal amount]. (b) The 2022B Bonds shall be dated the 2022 Closing Date, shall mature on the dates and in the amounts, and shall bear interest (calcu lated on the basis of a 360-day year of twelve 30- day months) at the rates, set forth in the following table:

6 2022B Bonds
Maturity Date
(December 1)
Principal
Amount
Interest
Rate

The 2022B Bonds shall be delivered in fully registered form, numbered from one upwards in consecutive numerical order (with such alphabetical prefix as the Trustee shall determine). The 2022B Bonds shall be executed and delivered in their respective Authorized Denominations.

Each 2022B Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (i) it is executed during the period from the day after the Record Date for an Interest Payment Date to an d including such Interest Payment Date, in which event it shall bear interest from such Interest Pa yment Date, or (ii) it is authenticated on or prior to November 15, 2022, in which event it shall bear interest from the 2022 Closing Date; provided, however, that if, at th e time of authentication of any 2022B Bond interest with respect to such 2022B Bond is in default, such 2022B Bond shall bear interest from the Interest Payment Date to which interest has been paid or made available for payment with respect to such 2022B Bond, or if no interest has been paid, from the date of initial delivery of the 2022B Bonds.

Interest with respect to any 2022B Bond shall be payable in lawful money of the United States of America on each Interest Payment Date to the Owner thereof as of the close of business on the Record Date, such interest to be paid by check of the Trustee, mailed by first class mail no later than the Interest Payment Date to the Owner at his address as it a ppears, on such Record Date, on the Registration Books maintained by the Trustee; provided, however, that at the written request of the Owner of at least $1,000,000 in aggr egate principal amount of Outstanding Bonds filed with the Trustee prior to any Record Date , interest on such 2022B Bonds shall be paid to such Owner on each succeeding Interest Payment Date (unless such request has been revoked in writing) by wire transfer of immediately avai lable funds to an account in the United States designated in such written request. Payments of defaulted interest with respect to the 2022B Bonds shall be paid by check or draft to the registered Owners of the 2022B Bonds as of a special record date to be fixed by the Trustee, notice of which spec ial record date shall be given

7 to the registered Owners of the 2022B Bonds not less than ten days prior thereto. The principal of and premium, if any, on the 2022B are payable by check when due upon surrender thereof at the Trust Office in lawful money of the United States of America. (c) The 2022B Bonds shall initially be issued in book-entry fo rm. The 2022B Bonds will be initially registered in the name of Cede & Co., as nomin ee of the Depository. Registered ownership of the 2022B Bonds, or any portion thereo f, may not thereafter be transferred except as provided in this Indenture.
(d) Upon the execution and delivery of the First Supplem ental Indenture, the Authority shall execute and deliver the 2022B Bonds to the Trustee fo r authentication, issuance and delivery to the 2022B Original Purchaser thereof upon the Written Request of the Authority.

Section 10.03. Redemption of the 2022B Bonds . (a) Extraordinary Redemption and General Provisions. The 2022B are subject to extrao rdinary redemption provisions of subsection (a) of Section 2.03 of th is Indenture, as well as the general redemption provisions of subsections (c), (d), (e) and (f) of Section 2.03 of this Indenture. (b) Optional Redemption of 2022B Bonds from Prepayments of Base Rental Payments .

The 2022B Bonds maturing on or af ter December 1, 20__ shall be subject to redemption prior to their respective maturity dates, upon written noti ce from the Authority to the Trustee at least forty-five (45) days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee) prior to the date fixed for redemption, as a whole or in part on any date on or after December 1, 20__, in such maturities as the Authority shall designate (and by lot within any maturity), from prepayments of Base Re ntal Payments made at the option of the City pursuant to Section 11(b) of the Lease, at a redemption price equal to the principal amount of the 2022B Bonds to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium.
(c) Mandatory Sinking Account Redemption . The 2022B Bonds maturing on December 1, 20___, December 1, 20___ and Decembe r 1, 20__ shall be subject to mandatory redemption, in part by lot, from sinking account pa yments set forth in the following schedule on December 1, in each year shown below until maturity, at a redemption price equal to the principal amount thereof to be redeemed (without premium), toge ther with inte rest accrued thereon to the date fixed for redemption.
2022B Term Bonds Maturing December 1, 20__
Redemption Date
(December 1)
Principal Amount
To be Redeemed

_________________
* Maturity

8 2022B Term Bonds Maturing December 1, 20__
Redemption Date
(December 1)
Principal Amount
To be Redeemed

_________________
* Maturity
2022B Term Bonds Maturing December 1, 20__
Redemption Date
(December 1)
Principal Amount
To be Redeemed

_________________
* Maturity
If some but not all of a 2022B Term Bond has been redeemed pursuant to extraordinary or optional redemptions, the total amount of sinki ng account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of such 2022B Term Bond so redeemed by reducing each such future sinking account payment on a pro rata basis (as nearly as practicable) in integral mu ltiples of $5,000, as shall be designated pursuant to written notice filed by Authority w ith the Trustee. In the event of any reductions in the amount of sinking account payments due as a result of some but not all of the 2022B Bonds being redeemed pursuant to extraordinary or optiona l redemptions, the Authority shall provide the Trustee with a revised schedule reflecting such reductions.

Section 10.04. Form of the 2022B Bonds. The 2022B Bonds, the form of Trustee’s certificate of authentication, and the form of assign ment to appear thereon, shall be substantially in the form set forth in Exhibit D attached hereto and by this reference in corporated herein, with necessary or appropriate variati ons, omissions and insertions, as permitted or required by this Indenture.

9 Section 10.05. Execution of the 2022B Bonds. The 2022B Bonds shall be signed in the name and on behalf of the Authority with the manual or facsimile signature of its Chair, and attested with the manual or fa csimile signature of its Secretar y or any Assistant or Deputy Secretary duly appointed by the Authority Board, and shall be delivered to the Trustee for authentication by it. In case any officer of the Authority who shall have signed any of the 2022B Bonds shall cease to be such officer before the 2022B Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the Authority, such 2022B Bonds may nevertheless be authenticated, delivered and is sued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though the individual who signed the same had continued to be such officer of the Authority. Also, any 2022B Bond may be signed on behalf of the Authority by any individual who on the actua l date of the execution of such 2022B Bond shall be the proper officer alt hough on the nominal date of su ch 2022B Bond such individual shall not have been such officer.

Only such of the 2022B Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit D, manually executed on behalf of the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the 2022B Bonds so authenticated have been duly authenticated and delivered here under and are entitled to the benefits of this Indenture.

Section 10.06. Application of Proceeds of Sale of the 2022B Bonds. (a) Upon the receipt of payment for the 2022B Bonds on the 2022B Closing Date, the Trustee shall apply $_______________________ of the net proceeds of the 2022B Bonds (which equals the principal amount of the 2022B Bonds, less an underwriting discount of $___________, and plus/minus a net original issue premium/discount of $____________), as follows:
(1) The Trustee shall deposit in the Costs of Issuance Fund the amount of $______________.
(2) The Trustee shall deposit in the 2022B Account of the Project Fund the amount of $_________________.

The Trustee may establish such temporary funds, accounts and subaccounts as may be necessary or desirable to accomplish such deposits.

Section 10.07. Reopening of Costs of Issuance Fund. The Trustee shall reopen and reestablish and maintain the Costs of Issuance Fund. On the 2022B Closing Date there shall be deposited in the Costs of Issuance Fund the amounts specified in Section 10.06.

The moneys in the Costs of Issuance Fund shall be used to pay Costs of Issuance related to the 2022B Bonds from time to time and shall be disbursed by the Trustee upon delivery to the Trustee of a requisition, substantia lly in the form attached hereto as Exhibit E, executed by an officer of the Authority. Each requisition shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date that is 180 days following the 2022B Closing Date, or upon the earlier receipt by the Trustee

10 of a Written Request of the Authority certifying that all Costs of Issuance related to the 2022B Bonds have been paid or provide d for, the Trustee shall transf er any remaining amounts in the Costs of Issuance Fund to the Lease Revenue Fund and the Trustee shall then close the Costs of Issuance Fund.

Section 10.08. Establishment of Project Fund and 2022B Account Therein . There is hereby established a fund to be held by the Trus tee known as the “Project Fund,” and within the Project Fund, a separate account to be held by the Tr ustee known as the “2022B Account” into which shall be deposited a portion of the proceeds of the sale of the 2022B Bonds pursuant to Section 10.06. Except as otherw ise provided herei n, moneys in the 2022B Account of the Project Fund shall be used solely for the payment of Project Costs relating to the 2022 Project.

Before any payment from the 2022B Account of th e Project Fund shall be made, the City shall file or cause to be filed with the Trustee, a requ isition of the City which shall be substantially in the form attached hereto as Exhibit F. The Trust ee shall be entitled to rely on the representations of the City contained in such requisition and sh all not be required to in dependently verify the contents of such requisition.

Within three (3) Business Days following rece ipt of each such Requisition, the Trustee shall pay the amount set forth in such requisiti on as directed by the te rms thereof out of the 2022B Account of the Project Fund. Upon the Wri tten Request of the City accompanied by a Certificate of the City stating that all Project Costs relating to the 2022 Project have been paid or provision made for their paymen t, any unexpended moneys in th e 2022B Account of the Project Fund may be used to pay the costs associated with any other improvements of the City; provided, that in the opinion of Bond C ounsel such use of the proceed s of the 2022B Bonds shall not adversely affect the exclusion of interest on the 2016 Bonds and the 2022B Bonds from gross income of the owners thereof.

Any unexpended moneys in the 2022B Account of the Project Fund subsequent to the payment of all Project Costs relating to the 2022 Project which are not used to pay the cost of other improvements of the City shall be transfe rred by the Trustee and deposited in the Lease Revenue Fund upon receipt by the Trustee of a Wr itten Request of the City accompanied by a Certificate of the City stating that all Project Costs relating to the 2022 Project have been paid or provision made for their payment.

The Authority acknowledges that the City sha ll initially designate specific improvements of the 2022 Project to be financed from proceeds within the 2022B Account of the Project Fund.

Nothing herein shall prohibit the City from removing, adding or subs tituting other specific improvements of the 2022 Project, or reallocati ng or reimbursing from other available sources specific improvements from the 2022 Project as determined by the City in its sole discretion upon advice of Bond Counsel.

11 Section 10.09. Tax Covenants Relating to 2022B Bonds. (a) Special Definitions. When used in th is Section, the following terms have the following meanings with respect to any 2022B that the Authority in tends interest thereon to be excludable from the gross income of the Owners thereof:
“Computation Date ” has the meaning set forth in section 1.148-1(b) of the Tax Regulations.
“Computation Period” means, initially, that period co mmencing on the date of issuance of the 2022B Bonds and concluding on the initia l Computation Date and, thereafter, each period commencing on the day next following a Computat ion Date and concludi ng on the immediately succeeding Computation Date.
“Gross Proceeds” means any proceeds as defined in section 1.148-1(b) of the Tax Regulations (referring to sales, investment and transferred proceeds), and any replacement proceeds as defined in section 1.148-1(c) of the Tax Regulations, of the 2022B Bonds. “Investment” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Nongovernmental Person” refers to any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, or an agency or instrumentality acting solely on behalf thereof. “Nonpurpose Investment” means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the 20 22B Bonds are invested a nd that is not acquired to carry out the governmental purposes of the 2022B Bonds. “Original Facility” means any property the acquisition, construction or improvement of which was financed directly or indirectly with Gross Proceeds of an Original Issue. “Original Issue” means the 2022B Bonds.
“Proceeds,” with respect to an issue of governme ntal obligations, has the meaning set forth in section 1.148-1(b) of the Tax Regulations (referring to sale s, investment and transferred proceeds).
“Rebate Amount” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Tax Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code , or under the provisions of any predecessor statute corresponding thereto.
“Yield” of
(1) any Investment has the meaning set forth in section 1.148-5 of the Tax Regulations; and

12 (2) the 2022B Bonds has the meaning se t forth in section 1.148-4 of the Tax Regulations.
(b) Exclusion of Interest from Gross Inco me. The Authority will take all actions necessary to establish and main tain the exclusion pursuant to section 103(a) of the Code of interest on the 2022B Bonds from the gross income of the owners thereof for federal income tax purposes, and will not use, permit the use of, or omit to use Gross Proceeds of the 2022B Bonds or any other amounts or any of the Original Faci lities in a manner that if made or omitted, respectively, would cause the interest on any of the 2022B Bonds to fail to be excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Authority receives a written Opinion of Bo nd Counsel to the effect that failure to comply with such covenant will not adversely affect the exclusion pursuant to section 103(a) of the Code of interest on any 2022B Bond from the gross income of the owner thereof, the Authority shall comply with this covenant and each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as would not cause any 2022B Bond to become a “private ac tivity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the Authority covenants that at all times prior to the payment and cancellation of the last 2022B Bond to be paid and canceled:
(1) it will use its best efforts to ensure that the City (or another entity other than a Nongovernmental Entity) exclusively owns, operates and po ssesses all of the Original Facilities that are to be refinanced di rectly or indirectly w ith Gross Proceeds of the 2022B Bonds, and that it will not use or permit the use of such Gross Proceeds (including under any contractua l arrangement with terms diff erent than those applicable to the general public) or any of the Original Facilities in any ac tivity carried on by any Nongovernmental Person, unless such use is so lely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other payment by any person or entity in re spect of the use by any Nongove rnmental Person of Gross Proceeds of the 2022B Bonds, other than intere st earned on investments acquired with such Gross Proceeds pending application for their intended purposes, or of any Original Facility.

Without limiting the foregoing, except as w ould not cause any 2022B Bond to become a “private activity bond” within the meaning of section 141 of th e Code and the Tax Regulations and rulings thereunder, the Aut hority will not: (i) pe rmit any Nongovernmental Person to hold any ownership, proprietary or possessory interest in any of the Original Facilities; or (ii) contract with any Nongovernmental Person for the provision of operating or other services with respect to any function of an Original Facility (unless e ither (A) such arrangement requires no payment of fees to such Nongovernmental Pers on other than as direct reimburse ment of third party costs or reasonable administrative overhead, or (B) such arrangement conforms to administrative guidance of the Internal Revenue Service in or der to assure that such arrangement does not create a private business use relationship of th e Nongovernmental Person to the Gross Proceeds of the 2022B Bonds or to any Original Facility ). For purposes of the preceding sentence, the

13 Authority will treat proceeds of the 2022B Bonds as used ratably for the same purposes as were the proceeds of the Original Issue.
(d) No Private Loan. Except as woul d not cause any 2022B Bond to become a “private activity bond” within the meaning of section 141 of th e Code and the Tax Regulations and rulings thereunder, the Aut hority has not used, and will not use, Gross Proceeds of any 2022B Bond to make or finance loans to an y Nongovernmental Person. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if:
(1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that cr eates a debt for federal income tax purposes; (2) capacity in or service from such pr operty is committed to such pe rson or entity under a take-or- pay, output or similar contract or arrangement; or (3) indirect benefits of such Gross Proceeds, or burdens and benefits of owners hip of any property acquired, cons tructed or improved with such Gross Proceeds, are otherwise transferred in a tr ansaction that is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Ex cept as would not cause any 2022B Bond to become an “arbitrage bond” w ithin the meaning of section 148 of the Code and the Tax Regulations and rulings thereunder, the Authority shall not at any t ime prior to the final maturity of the 2022B Bonds directly or i ndirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, would materially exceed the Yield of such 2022B Bond within the meaning of such section 148.
(f) Not Federally Guaranteed. The Authorit y covenants that, except to the extent permitted by section 149(b) of th e Code and the Tax Regulations a nd rulings thereunder, it will not take or omit to take any action that would cause a ny 2022B Bond to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Tax Regulations and rulings thereunder.
(g) Information Report. The Aut hority covenants that it will timely file or cause to be filed any information required by section 149(e) of the Code w ith respect to the 2022B Bonds with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary of the Treasury may prescribe.
(h) Rebate of Arbitrage Profits. The Aut hority covenants that the requirements of section 148(f) of the Code will be satisfied in order that the 2022B Bonds be not arbitrage bonds, and that, except to the extent otherwise provi ded in section 148(f) of the Code and the Tax Regulations and rulings thereunder:
(1) it will account for all Gross Proceeds of the 2022B Bonds (including all receipts, expenditures and investments ther eof) on its books of account separately and apart from all other fund s (and receipts, expenditures a nd investments thereof) and shall retain all records of accounting for at least six years after the day on which the last 2022B Bond is discharged. However, to the ex tent permitted by law, the Authority may commingle Gross Proceeds of the 2022B Bonds with its other money, provided that the

14 Authority separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith;
(2) not less frequently than each Computation Date, it will calculate or cause to be calculated the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Tax Regulations and rulin gs thereunder. The Trustee may rely conclusively upon the Authority’s determinations, calculations and certifications required by this Section. The Trustee shall have no responsibility to independently make any calculation of determination or to review the Authority’s calcula tions hereunder. The Authority covenants that it will maintain a copy of the calculation with its official transcript of proceedings relating to the i ssuance of the 2022B Bonds until six years after the final Computation Date;
(3) it will deposit in th e Rebate Fund and cause th e Trustee to pay to the United States the amount that when added to the future value of previous rebate payments made for the 2022B Bonds equals (A) in the cas e of a Final Computation Date as defined in section 1.148-3(e)(2) of the Tax Regul ations, one hundred percent (100%) of the Rebate Amount on such date; and (B) in the case of any other Com putation Date, ninety percent (90%) of the Rebate Am ount on such a date. In all cases such Rebate payments shall be made by the Authority (or by the Trustee at the direction of the Authority) at the times and in the amounts as are or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder, and such payments shall be accompanied by Form 8038-T prepared and executed by the Authority or such other forms and information as is or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder.
(4) it will exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3) above, and if an error is made, to discover and promptly correct such error within a reas onable amount of time thereafter (and in all events within one hundr ed eighty (180) days after discovery of the error), including payment to the United States of any addi tional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148-3(h) or other provision of the Tax Regulations.
(i) Not to Divert Arbitrage Profits. The Authority covenants that, except to the extent permitted by section 148 of the Code and the Tax Regulations and rulings thereunder, at no time prior to the final maturity of the 2022B Bonds will it enter into any transaction that reduces the amount required to be paid to the United States pursuant to paragraph (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’ s length and had the Yield on the 2022B Bonds not been relevant to each party.
(j) 2022B Bonds Not Hedge Bonds.
(1) The Authority represents that none of the Original Issue was, and covenants that the 2022B Bonds will not be , “hedge bonds” within the meaning of section 149(g) of the Code.

15 (2) Without limitation of paragraph (1 ) above, the Authority warrants as to each of its Original Issue that: (I) on each date of issuance of that issue, the Authority reasonably expected that at least 85% of the spendable proceeds of that Original Issue would be expended within the three-year pe riod commencing on such date of issuance, and (II) no more than 50% of the proceeds of that Original Issue at any time has been invested in Nonpurpose Investments having a s ubstantially guaranteed yield for a period of four years or more.
(k) Elections. The Authorit y hereby directs and authori zes any Responsible Officer to make elections permitted or required pursua nt to the provisions of the Code or the Tax Regulations, as such Responsible Officer (a fter consultation with Bond Counsel) deems necessary or appropriate in connection with the 2022B Bonds, in the Tax Certificate relating to the 2022B Bonds or similar or other appropriate certificate, form or document.

Section 10.10. Amendment of Exhibit C. “Exhibit C” is here by amended as provided in new “Exhibit C – AMENDED FORM OF NET PROCEEDS REQUISITION” attached hereto and incorporated herein by this reference.

PART 2

MISCELLANEOUS
Part 2.1. Effect of First Supplemental Indenture . This First Supplemental Indenture and all of the terms and provisions herein contained shall form part of the Original Indenture, as amended, as fully and with the same effect as if all such terms and provis ions had been set forth in the Original Indenture, as amended. The Orig inal Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as heretofore amended and supplemented, and as ame nded and supplemented hereby. If there shall be any conflict between the terms of this Firs t Supplemental Indenture and the terms of the Original Indenture, as amended (a s in effect on the day prior to the effective date of this First Supplemental Indenture), the terms of this First Supplemental Indenture shall prevail.

Part 2.2. Effective Date of First Supplemental Indenture . This First Supplemental Indenture shall take effect upon the 2022B Closing Date.

Part 2.3. Applicable Law . This First Supplemental Indenture shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.

Part 2.4. Counterparts . This First Supplemental In denture may be executed in counterparts, each of which shall be deemed an original.

16 IN WITNESS WHEREOF, the Authority has cau sed this First Supplemental Indenture to be executed in its name and th e Trustee has caused this Firs t Supplemental Indenture to be executed in its name, all as of October 1, 2022.

ATTEST:

SANTA CLARITA PUBLIC FINANCING

AUTHORITY

By __________________________________
Laurene Weste, Chair

By __________________________________
Mary Cusick, Secretary

U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee

By __________________________________
Authorized Office
r

C-1

EXHIBIT C

AMENDED FORM OF NET PROCEEDS REQUISITION
REQUISITION NO. __ (to be numbered sequentially)

with reference to

$10,320,000
Santa Clarita Public Financing Authority
Lease Revenue Refunding Bonds
(Golden Valley Road)
Series 2016A
and
$[principal amount]
Santa Clarita Public Financing Authority
Lease Revenue Bonds (Energy Efficiency Program)
Series 2022B (Green Bonds)

I. The Santa Clarita Public Financing Au thority (the “Authority”) hereby requests U.S. Bank Trust Company, National Association (fo rmerly U.S. Bank Nati onal Association), as trustee (the “Trustee”), pursuant to that certain Indenture, date d as of June 1, 2016, as amended and supplemented by the First Supplemental Indenture, dated as of October 1, 2022 (as amended, the “Indenture”), each by and between the Authority and the Trustee, under the terms of which the Authority has issued the above-referenced Bonds (collectively, the “Bonds”), to pay from the moneys in the Insurance and Condemnation Fund established pursuant to the Indenture, the amounts shown on Schedule I attached hereto to the parties indicated in Schedule I.

II. The payees, the purposes for which the costs have been incurred, and the amount of the disbursements requested are itemized on Schedule I hereto.

III. Each obligation mentioned in Schedule I hereto has been properly incurred and is a proper charge against the Insurance and Conde mnation Fund. None of the items for which payment is requested has been reimbursed pr eviously from the Insu rance and Condemnation Fund.

IV. There has not been filed with or serv ed upon the City or the Authority a stop notice or any other notice of any lien, right to lien or attachme nt upon, or cla im affecting the right to receive payment of, an y of the money payable to th e person[s] named on Schedule I hereto which has not been released or will not be released simultaneously with the payment of such obligation, other than liens accruing by mere operation of law.

C-2

Dated: ________, 20__

SANTA CLARITA PUBLIC FINANCING

AUTHORITY

By
Title:

D-1

EXHIBIT D

FORM OF 2022B BOND
UNLESS THIS 2022B BOND IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY (A S DEFINED IN THE INDENTURE) TO

THE TRUSTEE FOR REGISTRATION OF T RANSFER, EXCHANGE, OR PAYMENT, AND ANY 2022B BOND ISSUED IS REGISTER ED IN THE NAME OF CEDE & CO.

OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER,

PLEDGE, OR OTHER USE HEREOF FOR VA LUE OR OTHERWISE BY OR TO ANY

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. ___ $_________

SANTA CLARITA PUBLIC FINANCING AUTHORITY

LEASE REVENUE BOND
(ENERGY EFFICIENCY PROGRAM)
SERIES 2022B
(Green Bonds)

RATE OF INTEREST: MATURITY DATE: DATED DATE: CUSIP:
____% DECEMBER 1,
______
OCTOBER __, 2022 __________
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT:

The SANTA CLARITA PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the la ws of the State of California (the “Authority”), for value received, hereby promises to pa y (but only out of the Revenues, as defined in the Indenture hereinafter referred to, and certain other moneys ) to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above or any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest ther eon at the Rate of Interest id entified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this 2022B Bond (unless this 2022B Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment Date, in which

D-2

event it shall bear interest from such Interest Paymen t Date, or unless this 2022B Bond is authenticated on or prior to N ovember 15, 2022, in which event it shall bear interest from the Dated Date identified above; provided, however, th at if, at the time of authentication of this 2022B Bond, interest is in defaul t on this 2022B Bond, this 2022B Bond shall bear interest from the Interest Payment Date to which interest here on has previously been paid or made available for payment), payable semiannually on June 1 and December 1 in each year, commencing December 1, 2022 (each an “Interest Payment Date”) until payment of such Principal Amount in full. The Principal Amount hereof is payabl e by check upon presentation hereof upon maturity or earlier redemption at the designa ted corporate trust office (the “Trust Office”) of U.S. Bank, Trust Company, National Association, as trustee (the “Trustee”). Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it a ppears on the registration books of the Trustee as of the fifteenth (15 th) calendar day of the month preceding such Interest Payment Date (except that in the case of a Registered Owner of at least $1,000,000 in aggregate principal amount of Outstanding Bonds, such payment may, at such Registered Owner’s option, be made by wire transfer of imme diately available funds to an account located in the United States in accordance with written instructions provided by such Registered Owner prior to the fifteenth calendar day of the month preceding such Interest Payment Date).

This Bond is one of a series of a duly author ized issue of bonds designated “Santa Clarita Public Financing Authority Lease Revenue Bonds (Energy Efficiency Program), Series 2022B (Green Bonds) ” (the “2022B Bonds”) in the aggregate principal amount of $[principal amount].

The 2022B Bonds are issued pursuant to the Indenture, dated as of June 1, 2016, as amended and supplemented by the First Supplemental Indentur e, dated as of October 1, 2022, each by and between the Authority and the Trustee (as so amended and supplemented, the “Indenture”). The Authority has previously issued its $10,320,000 Lease Revenue Refunding Bonds (Golden Valley Road), Series 2016A (the “2016 Bonds”), with which the 2022B Bonds are on parity.

Pursuant to and as more particularly provided in the Indenture, additional bonds (“Additional Bonds”) may be issued by the Au thority secured by a lien on a par ity with the lien securing the 2016 Bonds and 2022B Bonds. The 2016 Bonds, th e 2022B Bonds and any Additional Bonds are collectively referred to as the “Bonds.” Capitalized undefi ned terms used herein shall have the meanings ascribed thereto in the Indenture.

Reference is hereby made to the Indenture a nd all indentures supplemental thereto for a description of the rights thereunde r of the owners of the Bonds, of the nature and extent of the Revenues (as that term is define d in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and oblig ations of the Authority thereunde r; and all of the terms of the Indenture are hereby incorporated herein and cons titute a contract between the Authority and the Registered Owner hereof, and to all of the prov isions of which Indenture the Registered Owner hereof, by acceptance hereof, assents and agrees.

The Bonds, including the 2022B Bonds, are aut horized to be issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Act”). The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are

D-3

payable solely from and secured by a first lien on and pledge of th e Revenues as provided in the Indenture. All of the Bonds ar e equally secured by a pledge of, and charge and lien upon, all of the Revenues (other than deposits to the Reba te Funds created by th e Indenture), and the Revenues (other than deposits to the Rebate Funds created by the Indenture) constitute a trust fund for the security and payment of the principal of and interest on the Bonds. The full faith and credit of the Authority are not pledged for th e payment of the principal of or interest or premium (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, a ny of the property of the Author ity or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture.

The Bonds may be issued for the purpose of financing certain cap ital improvements for the City. The 2022B Bonds are be ing issued for the pur pose of financing a portion of the costs of certain energy efficiency improvements for C ity buildings and facili ties, including but not limited to, HVAC, lighting, water conservation, solar, and refr igeration improvements. The Authority and the City have entered into a Lease Agreement, dated as of June 1, 2016, as amended and supplemented by the First Amendment to Lease Agreement, dated as of October 1, 2022, by and between the Authority and the C ity (as so amended and supplemented, the “Lease”), under which the City is obligated to pay amounts which are anticipated to be sufficient to enable the Authority to pay the principal of and interest on the Bonds, including the 2016 Bonds and the 2022B Bonds.

The 2022B Bonds are subject to redemption prior to their ma turity as pr ovided in the Indenture.

The 2022B Bonds are subject to redemption prio r to their respective maturity dates, upon notice as provided in the Indenture, as a whole or in part on any date, from prepayments of Base Rental Payments made by the City pursuant to the Lease from funds received by the City due to a taking of the Leased Property or any portion thereof under th e power of eminent domain or from insurance proceeds received by the City due to damage to or destruction of the Leased Property or any portion thereof, under the circumstances and upon th e conditions and terms prescribed in the Indenture and in the Lease. Redemption of 2022B Bonds pursuant to this paragraph shall be made at a redemption price e qual to the sum of the principal of the 2022B Bonds to be redeemed plus accr ued interest thereon to the da te fixed for redemption, without premium.

The 2022B Bonds may be issued in denominat ions of $5,000 or any integral multiple thereof. Subject to th e limitations and upon payment of the ch arges, if any, provided in the Indenture, this 2022B Bond may be exchanged at the Trust Office of th e Trustee for a like aggregate principal amount, intere st rate and maturity of fully registered 2022B Bonds of other authorized denominations.

This 2022B Bond is transferable by the Regi stered Owner hereof, in person or by his attorney duly authorized in writ ing, at the Trust Office of the Tr ustee, but only in the manner, subject to the limitations and upon payment of the charges pr ovided in the Indenture, and upon surrender and cancellation of this 2022B Bond. Upon such transfer a new fully registered Bond or Bonds, of Authorized Denomination or Deno minations, for the same aggregate principal

D-4

amount and of the same maturity and the same seri es designation will be issued to the transferee in exchange herefor. The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary. The Trustee shall not be required to register the transfer or exchange of any 2022B Bond during the period in which the Trustee is selecting 2022B Bonds for redemption or any 2022B Bond selected for redemption.

The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provid ed in the Indenture; provided that no such modification or amendment shall (a) extend the ma turity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or premiums at the time and place an d at the rate and in the currenc y provided therein of any Bond without the express written cons ent of the owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture.

It is hereby certified that all things, conditio ns and acts required to exist, to have happened and to have been perfo rmed precedent to a nd in the issuance of this 2022B Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Act and the amount of this 2022B Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act.

This 2022B Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certifi cate of authentication hereon shall have been manually signed by the Trustee.

D-5

IN WITNESS WHEREOF, the Authority has caused this 2022B Bond to be executed in its name and on its behalf by the manual or facsimi le signatures of its Chai r and Secretary as of the Dated Date identified above.

SANTA CLARITA PUBLIC FINANCING

AUTHORITY

By
Chair
ATTEST:

___________________________
Secretary

D-6

TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the 2022B Bonds describe d in the within-mentioned Indenture and registered on the Registration Books.

Dated: __________, 20__
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee

By
Authorized Officer

D-7

ASSIGNMENT
For value received the undersigned do(es) here by sell, assign and transfer unto ________ ______________________________________________________________________________ _____________________________, whose tax identification number is ________, the within- mentioned registered 2022B Bond and hereby irrevocably constitut e(s) and appoint(s) _____________________________________________________________________ attorney to transfer the same on the books of the Trustee with full power of substitution in the premises.

Dated:

Signature guaranteed: ______________________________________ NOTE: The signature(s) on this Assignment
must correspond with the name(s) as written on
the face of the within Bond in every particular
without alteration or enlargement or any
change whatsoever.
_____________________________________
NOTICE: Signature must be guaranteed by a
member of an institution which is a participant
in the Securities Transfer Agent Medallion
Program (STAMP) or other similar program.

132287550.1 E-1

EXHIBIT E

FORM OF COSTS OF ISSUANCE REQUISITION
COSTS OF ISSUANCE REQUISITION NO. __

with reference to

$[PRINCIPAL AMOUNT]
Santa Clarita Public Financing Authority
Lease Revenue Bonds
(Energy Efficiency Program)
Series 2022B (Green Bonds)

I. The Santa Clarita Public Financing Au thority (the “Authority”) hereby requests U.S. Bank Trust Company, National Association (fo rmerly U.S. Bank Nati onal Association), as trustee (the “Trustee”), pursuant to that certain Indenture, date d as of June 1, 2016, as amended and supplemented by the First Supplemental Indenture, dated as of October 1, 2022 (as amended, the “Indenture”), each by and between the Authority and the Trustee, under the terms of which the Authority has issued the above-referenced bonds (the “2022B Bonds”), to pay from the moneys in the Costs of Issuance Fund establishe d pursuant to the Indenture, the amounts shown on Schedule I attached hereto to the parties indicated in Schedule I.

II. The payees, the purposes for which the costs have been incurred, and the amount of the disbursements requested are itemized on Schedule I hereto.

III. Each obligation mentioned in Schedule I hereto has been properly incurred and is a proper charge against the Costs of Issuance Fund. None of the items for which payment is requested has been reimbursed previously from the Costs of Issuance Fund.

Dated: ________, 20__

SANTA CLARITA PUBLIC FINANCING

AUTHORITY

By
Title:

132287550.1 F-1

EXHIBIT F

FORM OF 2022B ACCOUNT OF THE PROJECT FUND REQUISITION

REQUISITION OF THE CITY
2022B ACCOUNT OF THE PROJECT FUND REQUISITION NO. __
(to be numbered sequentially)

with reference to

$[PRINCIPAL AMOUNT]
Santa Clarita Public Financing Authority
Lease Revenue Bonds
(Energy Efficiency Program)
Series 2022B (Green Bonds)

I. The City of Santa Clarita (the “Cit y”) hereby requests U.S. Bank Trust Company, National Association (formerly U.S. Bank Nationa l Association), as trus tee (the “Trustee”), pursuant to that certain Indenture, dated as of June 1, 2016, as amended and supplemented by the First Supplemental Indenture, dated as of Oc tober 1, 2022 (as amended, the “Indenture”), each by and between the Santa Clarita Public Financi ng Authority (the “Authority”) and the Trustee, under the terms of which the Authority has i ssued the above-referenced bonds (the “2022B Bonds”), to pay from the moneys in the 2022B Account of the Project Fund established pursuant to the Indenture, the amounts shown on Schedule I attached hereto to th e parties indicated in Schedule I.

II. The payees, the purposes for which the costs have been incurred, and the amount of the disbursements requested are itemized on Schedule I hereto.

III. Each obligation mentioned in Schedule I hereto is a Project Cost (as defined in the Indenture) and has been properly incurred and is a proper charge against the 2022B Account of the Project Fund. None of the items for whic h payment is requested has been reimbursed previously from the 2022B Account of the Project Fund.

132287550.1 F-2
Dated: ________, 20__

CITY OF SANTA CLARITA

By
Title:

132287550.1 F-3

SCHEDULE I
Project Component
Amount of
This Draw
Aggregate Amount
Draws Including
This Draw
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________

(Continue on Additional Sheet if Necessary)
Name and Address of party to whom payment is to be made:

Purpose for which the obligation was incurred:

INDENTURE

by and between

SANTA CLARITA PUBLIC FINANCING AUTHORITY

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

Dated as of June 1, 2016

Relating to

$10,320,000
Santa Clarita Public Financing Authority
Lease Revenue Refunding Bonds
(Golden Valley Road)
Series 2016A

TABLE OF CONTENTS

Page
42249543.3 i

ARTICLE I DEFINITIONS; AUTHO RIZATION AND PURPOSE OF
BONDS; EQUAL SECURITY ........................................................................ 2 SECTION 1.01. Definitions...................................................................................... 2 SECTION 1.02. Rules of Construction .................................................................. 10 SECTION 1.03. Authorization and Purpose of Bonds ........................................... 11 SECTION 1.04. Equal Security .............................................................................. 11 ARTICLE II ISSUANCE OF BONDS ............................................................................... 11 SECTION 2.01. Designation .................................................................................. 11 SECTION 2.02. Terms of Bonds ............................................................................ 11 SECTION 2.03. Redemption of Bonds .................................................................. 12 SECTION 2.04. Form of Bonds ............................................................................. 14 SECTION 2.05. Execution of Bonds ...................................................................... 14 SECTION 2.06. Transfer of Bonds ........................................................................ 15 SECTION 2.07. Exchange of Bonds ...................................................................... 15 SECTION 2.08. Temporary Bonds ......................................................................... 15 SECTION 2.09. Registration Books ....................................................................... 15 SECTION 2.10. Bonds Mutilated, Lo st, Destroyed or Stolen ................................ 16 SECTION 2.11. Book-Entry Syst em; Limited Obligation ..................................... 16 SECTION 2.12. Representation Letter ................................................................... 17 SECTION 2.13. Transfers Outside Book-Entry System ........................................ 18 SECTION 2.14. Payments and Notices to the Nominee ........................................ 18 SECTION 2.15. Initial Depository and Nominee ................................................... 18 ARTICLE III DEPOSIT AND APPL ICATION OF PROCEEDS ....................................... 19 SECTION 3.01. Issuance of Bonds ........................................................................ 19 SECTION 3.02. Application of Pr oceeds of Sale of Bonds ................................... 19 SECTION 3.03. Costs of Issuance Fund ................................................................ 19 SECTION 3.04. Reserved ....................................................................................... 19 SECTION 3.05. Insurance and Condemnation Fund ............................................. 20 SECTION 3.06. Validity of Bonds ......................................................................... 20 SECTION 3.07. Additional Bonds ......................................................................... 20 ARTICLE IV REVENUES; FLOW OF FUNDS ................................................................. 21 SECTION 4.01. Pledge of Revenue s; Assignment of Rights ................................. 21 SECTION 4.02. Lease Revenue Fund; R eceipt, Deposit and Application of Revenues ...................................................................................... 22 SECTION 4.03. Rebate Fund ................................................................................. 23 SECTION 4.04. Investments .................................................................................. 24 SECTION 4.05. Valuation and Dis position of Investments ................................... 24

TABLE OF CONTENTS
(continued)
Page
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ARTICLE V COVENANTS OF THE AUTHORITY ........................................................ 25 SECTION 5.01. Punctual Payment......................................................................... 25 SECTION 5.02. Extension of Payment of Bonds ................................................... 25 SECTION 5.03. Against Encumbrances ................................................................. 25 SECTION 5.04. Power to Issue Bonds a nd Make Pledge and Assignment ........... 25 SECTION 5.05. Accounting Records and Financial Statements ............................ 25 SECTION 5.06. Additional Obligations ................................................................. 26 SECTION 5.07. Lease ............................................................................................ 26 SECTION 5.08. Tax Covenants ............................................................................. 26 SECTION 5.09. Further Assurances....................................................................... 30 ARTICLE VI THE TRUSTEE ............................................................................................. 31 SECTION 6.01. Appointment of Trustee ............................................................... 31 SECTION 6.02. Acceptance of Trusts.................................................................... 31 SECTION 6.03. Fees, Charges and Expenses of Trustee ....................................... 34 SECTION 6.04. Notice to Owners of Default ........................................................ 35 SECTION 6.05. Intervention by Trustee ................................................................ 35 SECTION 6.06. Removal of Trustee ...................................................................... 35 SECTION 6.07. Resigna tion by Trustee ................................................................ 35 SECTION 6.08. Appointment of Successor Trustee .............................................. 35 SECTION 6.09. Merger or Consolidation .............................................................. 36 SECTION 6.10. Concerning a ny Successor Trustee .............................................. 36 SECTION 6.11. Appointment of Co-Trustee ......................................................... 36 SECTION 6.12. Indemnification; Li mited Liability of Trustee ............................. 37 ARTICLE VII MODIFICA TION AND AMENDMENT OF THE INDENTURE ............... 37 SECTION 7.01. Amendment .................................................................................. 37 SECTION 7.02. Effect of Su pplemental Indenture ................................................ 38 SECTION 7.03. Endorsement or Replacem ent of Bonds After Amendment ........ 38 ARTICLE VIII EVENTS OF DEFAUL T AND REMEDIES OF OWNERS ........................ 38 SECTION 8.01. Events of Default ......................................................................... 38 SECTION 8.02. Remedies; No Acceleration ......................................................... 39 SECTION 8.03. Application of Revenues and Other Funds After Default ............ 40 SECTION 8.04. Power of Trustee to Control Proceedings .................................... 40 SECTION 8.05. Appointment of Receivers ........................................................... 41 SECTION 8.06. Non-Waiver .................................................................................. 41 SECTION 8.07. Rights of Owners ......................................................................... 41 SECTION 8.08. Termination of Proceedings ......................................................... 42

TABLE OF CONTENTS
(continued)
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ARTICLE IX MISCELLANEOUS ...................................................................................... 42 SECTION 9.01. Limited Liability of Authority ..................................................... 42 SECTION 9.02. Benefits of Inde nture Limited to Parties ...................................... 42 SECTION 9.03. Defeasance; Di scharge of Indenture ............................................ 43 SECTION 9.04. Successor is Deemed Included in All References to Predecessor .................................................................................. 43 SECTION 9.05. Content of Cer tificates and Opinions ........................................... 44 SECTION 9.06 Execution of Documents by Owners ........................................... 44 SECTION 9.07. Disqualified Bonds....................................................................... 45 SECTION 9.08. Waiver of Personal Liability ........................................................ 45 SECTION 9.09. Partial Invalidity........................................................................... 45 SECTION 9.10. Destruction of Canceled Bonds ................................................... 45 SECTION 9.11. Funds and Accounts ..................................................................... 45 SECTION 9.12. Payment on Business Days .......................................................... 45 SECTION 9.13. Notices ......................................................................................... 46 SECTION 9.14 Unclaimed Moneys ...................................................................... 46 SECTION 9.15. Governing Law ............................................................................ 47

EXHIBIT A – FORM OF BOND
EXHIBIT B – FORM OF COSTS OF ISSUANCE REQUISITION
EXHIBIT C – FORM OF NET PROCEEDS REQUISITION

INDENTURE
This INDENTURE is dated as of June 1, 2016, by and between the SANTA CLARITA PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “A uthority”), and THE BA NK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States with a corporate trust office in Los Angeles, California and qualified to accept and administer the trusts hereby created, as trustee (the “Trustee”).

RECITALS:

WHEREAS, the Authority is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement, dated as of July 9, 1991, as amended on May 10, 2016, by and among the City of Sa nta Clarita, California (the “City”), the City as successor agency to the Redevelopment Agency of the City of Santa Clarita, and the Santa Clarita Parking Authority, and under the provisions of Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Act”), and is au thorized pursuant to Article 4 of the Act (the “Bond Law”) to borrow money for the purpose of financing and refinancing public capital improvements; and WHEREAS, the City and the Authority have pr eviously entered into a Lease Agreement, dated as of January 1, 2007 (the “2007 Lease”), whereby the City leased certain real property and the improvements thereon, more commonly known as the Santa Clarita City Hall, located at 23920 Valencia Boulevard, Santa Clar ita (the “Leased Property”) from the Authority for lease payments (the “2007 Lease Payments”); and
WHEREAS, the Authority previously issu ed its Lease Revenue Bonds, Series 2007 (Golden Valley Road) (the “2007 Bonds”), payabl e from revenues consis ting primarily of the 2007 Lease Payments, to finance the costs of ac quiring right-of-way for a portion of Golden Valley Road in connection with the payment of a judicial order by the City (the “Project”); and WHEREAS, City has determined to refina nce the Project by pr epaying its 2007 Lease Payments pursuant to Section 5.05 of the 2007 Lease and thereby advance refunding and defeasing the 2007 Bonds; and
WHEREAS, the Authority has determined to issue its Lease Revenue Refunding Bonds (Golden Valley Road), Series 2016A, in th e aggregate principal amount of $10,320,000 (the “Bonds”), for the purpose of assisting the City with the prepayment of the 2007 Lease Payments and the advance refunding and defeasance of the outstanding 2007 Bonds; and WHEREAS, in connection w ith such prepayment of the 2007 Lease Payments and defeasance of the 2007 Bonds, and the issuance of the Bonds and any Additional Bonds, the City and the Authority have entered into a Site and Facility Lease, date d as of June 1, 2016 (the “Site Lease”), whereby the Authority has agreed to lease the Leased Property from the City; and

2 WHEREAS, the Authority and the City have entered into a Lease Agreement, dated as of June 1, 2016 (the “Lease”), whereby the Authority has agreed to lease the Leased Property to the City; and
WHEREAS, under and pursuant to the Lease, the City is obligated to make Base Rental Payments (as defined herein) to the Authority for the sublease of the Leased Property; and WHEREAS, as security for its obligations he reunder, the Authority has assigned to the Trustee all its rights to receive the Base Rental Payments scheduled to be paid by the City under and pursuant to the Lease and certain other rights to the Trustee pursuant to this Indenture; and WHEREAS, the City has determined that th e issuance of the Bonds will result in significant public benefits including demonstrable financing cost savings and more efficient delivery of services to the community; and
WHEREAS, to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Indenture; and WHEREAS, the Authority has determined th at all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH , that to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises a nd of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Aut hority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows:

ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS;

EQUAL SECURITY
SECTION 1.01. Definitions. Unless the context otherwis e requires, the terms defined in this Section shall for all pur poses of this Indentur e and of any Supplemental Indenture and of the Bonds and of any certificate, opinion, request or other docume nt herein mentioned have the meanings herein specified.

3 “Act” means Articles 1 through 4 (commenc ing with Section 6500), Chapter 5, Division 7, Title 1 of the Government Code of th e State, as in existence on the Closing Date or as thereafter amended from time to time.
“Additional Bonds” mean the Bonds of an additional Series authorized by a Supplemental Indenture that are issued pursuant to this Indenture. “Additional Rental Payments” means the additional rental payable by the City under and pursuant to Section 3(b) of the Lease.
“Annual Debt Service” means, for each Bond Year with respect to the Bonds, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, and (b) the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year. “Assignment Agreement” means that certain Assignment Agreement, dated as of June 1, 2016, by and between the Authority and the Trustee. “Authority” means the Santa Clarita Public Fi nancing Authority, a joint powers authority duly organized and existing under the Joint Exercise of Powers Agreement, as amended, and the laws of the State.
“Authority Board” means the governing body of the Authority. “Authorized Denominations” means $5,000 or any integral multiple thereof. “Base Rental Payments” means all Base Rental Payments under the Lease. “Bond Counsel” means (a) Norton Rose Fulbright US LLP, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Authority of nationally recognized experience in the area of municipal finance.
“Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act, as in existence on the Clos ing Date or as thereafter amended from time to time.
“Bond Year” means each twelve-month period extending from December 2 in one calendar year to December 1 of the succeeding calendar year, both dates inclusive, except that the first Bond Year shall begin on the Closing Date and shall end on December 1, 2016. “Bonds” means the Santa Clarita Public Fina ncing Authority Lease Revenue Refunding Bonds (Golden Valley Road), Series 2016A, a nd, where the context requires, any Additional Bonds.
“Business Day” means a day other than (i) a Saturd ay or Sunday, (ii) a day on which the commercial banks in the city in which the Trust ee maintains its Trust Office are authorized or required by law or executive order to close or (iii) a day on which the New York Stock Exchange is closed.

4 “Certificate of the Authority” means a certificate in writing signed by the Chairperson of the Authority, the Executive Director, the Treasur er or by any other o fficer of the Authority duly authorized by the Chairperson or any other o fficer of the Authority duly authorized for that purpose, as evidenced in writing to the Trustee.
“Certificate of the City” means a certificate in writing signed by the City Manager or the Deputy City Manager/Director of Administrative Services of th e City or by an y other officer of the City duly authorized for that purpose, as evidenced in writing to the Trustee. “City” means the City of Santa Clarita, California.
“Closing Date” means June 22, 2016, being the date of delivery of the Bonds to the Original Purchaser thereof.
“Code” means the Internal Revenue Code of 1986.
“Costs of Issuance” means all expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds, includ ing but not limited to all compensation, fees and expenses (including but not limited to fees and expenses for lega l counsel) of the Authority and the Trustee, compensation to any financial consultants or underwri ters, legal fees and expenses (including fees and expenses of Bond and Disclosu re Counsel), filing and recording costs, rating agency fees, costs of preparation and reproductio n of documents, costs of printing and fees and costs for any guaranty, surety bond, letter of credit or other credit facility. “Costs of Issuance Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.03.
“Defeasance Securities” means (1) cash, (2) non-callabl e direct obligations of the United States of America (“Treasuries”), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in in terest and has the right to proceed directly and indivi dually against the obligor and th e underlying Treasu ries are not available to any person claiming through the cu stodian or to whom the custodian may be obligated, (4) pre-refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively.
“Depository” means DTC and its successors and assi gns or if (a) the then Depository resigns from its functions as securities depository of the Bonds, or (b) the Authority discontinues use of the Depository pursuant to Section 2.13 hereof, any othe r securities depository which agrees to follow the procedures requested to be followed by a securities depository in connection with the Bonds and which is selected by the Authority.
“Depository Participant” means a member of, or participant in, the Depository. “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.
“Event of Default” means any of the events described in Section 8.01.

5 “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investme nt becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term “fair market value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a cert ificate of deposit the value of which is determined in accordance with appli cable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment ag reement) the value of which is determined in accordance with applicable regulations under the C ode, (iii) the investment is a United States Treasury Security-State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of Ca lifornia, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. “Fiscal Year” means any twelve-month period extendi ng from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period selected and designated by the Authority as its official fiscal year period. “Indenture” means this Indenture, dated as of J une 1, 2016, as original ly executed or as it may from time to time be amended or supplemented in accordance herewith. “Independent Certified Public Accountant” means any certifie d public accountant or firm of certified public accountants appointed a nd paid by the Authority, and who, or each of whom:
(a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantia l interest, direct or indirect, in the Authority or the City; and
(c) is not connected with the Authority or th e City as an officer or employee of the Authority or the City but who ma y be regularly retained to make annual or other audits of the books of or reports to the Authority or the City.
“Information Services” means the Electronic Munici pal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at http://emma.msrb.org; provided, however, in accordance w ith then current guidelines of the Securities and Exchange Commission, Information Se rvices shall mean such other organizations providing information with respec t to called Bonds as the Authorit y may designate in writing to the Trustee.
“Insurance and Condemnation Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.05.

6 “Interest Account” means the account by that name established and held by the Trustee pursuant to Section 4.02(a).
“Interest Payment Date” means June 1 and December 1 of each year, commencing December 1, 2016.
“Joint Exercise of Powers Agreement” means that certain Joint Exercise of Powers Agreement, dated as of July 9, 1991, as am ended on May 10, 2016, by and among the City, the Successor Agency to the Redevelopment Agency of the City of Santa Clarita, and the Santa Clarita Parking Authority, togeth er with any amendments ther eof and supplements thereto.

Upon execution of the Amendment to the Joint Ex ercise of Powers Agreement, the Successor Agency is no longer a member of the Authority.
“Lease” means that certain Lease Agreement, dated as of June 1, 2016, by and between the Authority as lessor and the City as lessee, as it may be further amended or modified. “Lease Revenue Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.02.
“Leased Property” means, collectively, those certain parcels of real property, together with the improvements thereon, leased by the Author ity to the City pursua nt to the Lease, as more fully described in Exhibit A to the Lease, as such Exhibit A may be revised and amended from time to time pursuant to the terms hereof and of the Lease. “Maximum Annual Debt Service” in respect of any Bond Year means the largest of the sums obtained for that or any succeeding Bond Year after totaling the following for each such Bond Year:
(a) The principal amount of all Outstandi ng Bonds maturing or required to be redeemed by mandatory sinking account redemption in such Bond Year; and (b) The interest that would be due during such Bond Year on the aggregate principal amount of Bonds which would be Outstanding in such Bond Year if the Bonds Outstanding on the date of such computation were to mature or be redeemed in accordance with the applicable maturity or mandatory sinking account redemption schedule. At the time and for the purpose of making such computation, the amount of Bonds already retired in advance of the above mentioned schedule or schedules shall be deducted pro rata from the remaining amounts thereon. “Moody’s” means Moody’s Investors Service, and its successors and assigns. “Nominee” means the nominee of the Depositor y, which may be the Depository, as determined from time to time pursuant hereto.
“Original Purchaser” means, with respect to the B onds, the initial purchaser of the Bonds.

7 “Outstanding,” when used as of any particular time with reference to Bonds and Additional Bonds, means (subject to the provisi ons of Section 9.08) all Bonds and Additional Bonds theretofore executed, issued and delivered by the Authority under this Indenture except:
(a) Bonds theretofore canceled by the Trus tee or surrendered to the Trustee for cancellation;
(b) Bonds paid or deemed to have been pa id within the meaning of Section 9.03; and (c) Bonds in lieu of which or in substitution for which ot her Bonds shall have been executed, issued and delivered pursuant to this Indenture or any Supplemental Indenture. “Owner” when used with respect to any Bond , means the person in whose name the ownership of such Bond shall be registered on the Registration Books. “Permitted Investments” means any of the following whic h at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein (the Trustee is entitled to conclusively rely on a Request of the Authority directing investment in such Permitted Investment as a certification by th e Authority to the Trustee that such Permitted Investment is a legal investment under the laws of the State), but only to the extent that the same are acquired at Fair Market Value:
(a) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the De partment of the Treasury of the United States of America) or obligations the timely payment of the principal of and interest on which are fully and unconditionally guaranteed by the United States of America, including instruments evidencing a direct ownership interest in securities described in this clause such as Stripped Treasury Coupons at the time of purchase rated or assessed in the highest rating category by S&P and Moody’s and held by a custodian for safekeeping on behalf of holders of such securities. (b) Bonds or notes which are exempt from federal income taxes and for the payment of which cash or obligations described in clause (a) of this definition in an amount sufficient to pay the principal of, premium, if any, and intere st on when due have been irrevocably deposited with a trustee or other fiscal depositary and which at the time of purchase are rated the same rating as direct obligations of the United States of America by S&P and Moody’s. (c) Obligations, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following: Federal Ho me Loan Bank System, Government National Mortgage Association, Farm er’s Home Administration, Fe deral Home Loan Mortgage Corporation or Federal Housing Administration; provided that w ith respect to the funds and accounts established under this Indenture, such obligations shall at no time exceed an amount equal to ten percent (10%) of the aggregate principal amount of the Bonds Outstanding. (d) Deposit accounts certificates of deposit or savings accounts (i) fully insured by the Federal Deposit Insurance Corporation or (ii) with banks whose short term obligations are at the time of purchase rated no lower than A-1 by S&P and P-1 by Moody’s including those of the Trustee and its affiliates.

8 (e) Federal funds or banker’s acceptances with a maximum term of one year of any bank that at the time of purchase has an unsecu red, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” by Moody’s and “A-l” or “A” or better by S&P (including the Trustee and its affiliates).
(f) Repurchase or reverse repurchase obligati ons (including those of the Trustee or any of its affiliates) with a term not exceeding 30 days pursuant to a written agreement between the Trustee and either a primar y dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the SIPC or a federa lly chartered commercial bank whose long-term debt obligations at the time of purchase are ra ted A or better by S&P and Moody’s, with respect to any security described in clause (1); provided that the securiti es which are the subject of such repurchase obligation (i) must be free and clear of all liens, (ii) in the case of a SIPC dealer, were not acquired pursuant to a repurcha se or reverse repurchase agreem ent, (iii) must be deposited with the Trustee and maintained through weekly market valuations in an amount equal to 104% of the invested funds plus accru ed interest; and further provided that the Trustee must have a valid first perfected security interest in such securities. (g) Taxable government money market portfolio s that at the time of purchase have a rating by S&P of Am-G or Am or better and rated in one of the three highest rating categories of Moody’s, subject to a maximum permissible limit e qual to six months of principal and interest on the Bonds including such portfolios for which the Trustee, its affiliates or subsidiaries receive and retains a fee for services provided to the po rtfolio, whether as a custodian, transfer agent, investment advisor or otherwise.
(h) Tax-exempt government money market port folios that at the time of purchase have a rating by S&P of Am-G or Am or bette r and rated in one of the three highest rating categories of Moody’s consisting of securities which are rated in the highest Rating Categories of S&P and Moody’s subject to a maximum permi ssible limit equal to six months of principal and interest on the Bonds, including such portfo lios for which the Trustee, its affiliates or subsidiaries receive and retains a fee for serv ices provided to the portfolio, whether as a custodian, transfer agent, investment advisor or otherwise. (i) Money market funds registered under the Investment Company Act of 1940, the shares in which are registered under the Securities Act of 1933 and that at the time of purchase have a rating by S&P of AAAm-G or AAAm a nd rated in one of the two highest Rating Categories of Moody’s, including such funds for whic h the Trustee, its affiliates or subsidiaries receive and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise.
(j) The Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California G overnment Code, to the extent the Trustee is authorized to register such investment in its name.
(k) Investment agreements, including guara nteed investment contracts (“GICs”) forward purchase agreements and reserve fund put agreements with banks or other financial institutions rated, or guaranteed by institutions ra ted, or with senior unsecured debt rated, at the

9 time of entrance into su ch agreement by S&P or Moody’s, in one of the three highest rating categories assigned by such agencies.
(l) Any other investments which meet the criteria established by applicable published investment guidelines issued by each rating agency then rating the Bonds. “Principal Account” means the account by that name established and held by the Trustee pursuant to Section 4.02(b).
“Principal Payment Date” means each December 1, commencing December 1, 2016. “Rebate Fund” means the fund by that name esta blished and held by the Trustee pursuant to Section 4.03.
“Rebate Requirement” means, in respect of an issu e of Bonds, obligations imposed under section 148(f) the Code in respect of such issue. “Record Date” means, with respect to any Interest Payment Date, the fifteenth (15 th) calendar day of the month immediately preceding such Interest Payment Date, whether or not such day is a Business Day.
“Registration Books” means the records maintained by the Trustee pursuant to Section 2.09 for the registration and transfer of ownership of the Bonds. “Rental Payments” means, collectively, the Base Rent al Payments, any additional base rental payments made in connection with Additional Bonds and any Additional Rental Payments. “Request of the Authority” means a request in writing signed by the Chairperson, the Executive Director or the Treasurer of the Authority or by any other officer of the Authority duly authorized by the Chairperson, Executive Director , Treasurer or by the Au thority Board for that purpose, as evidenced in writing to the Trustee.
“Request of the City” means a request in writing signed by the Mayor, the City Manager, the Deputy City Manager/ Director of Administ rative Services or by any other officer of the City duly authorized for that purpose by the Mayor, the City Manager or by the City Council, as evidenced in writing to the Trustee.
“Responsible Officer” means any member of the Author ity Board or any other person authorized by resolution of the Authority Board to act on behalf of the Authority under or with respect to the Lease or this Indenture.
“Revenues” means (i) all Base Rental Payments payable by the City pursuant to the Lease (including prepayments), (ii) any proceeds of Bonds deposited with the Trustee and all moneys on deposit in the funds and accounts (other than the Rebate Fund) established hereunder, (iii) investment income with respect to such mo neys held by the Trustee and (iv) any insurance proceeds or condemnation awards received by or payable to the Trustee relating to the Base Rental Payments.

10 “S&P” means Standard & Poor’s Financial Services LLC, and its successors and assigns. “Securities Depositories” means The Depository Trust Company, New York, New York and its successors and assigns or if (i) the then Securities Depository resigns from its functions as depository of the Bonds or (ii) the Authority di scontinues use of the th en Securities Depository pursuant to Section 2.13, any other securities de pository which agrees to follow the procedures required to be followed by a securities depository in connection with th e Bonds and which is selected by the Authority.
“Series” whenever used in this Indenture with respect to the Bonds or Additional Bonds, means all of the Bonds designated as being of th e same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, redemption and other provisions, and any Bonds thereafter authenticated and delivered upon transfer or exchange of or in lieu of or in substitution for (but not to refund) such Bonds as provided herein. “Site Lease” means that certain Site and Facility Lease, dated as of June 1, 2016, by and between the City and the Authorit y, pursuant to which the Author ity leases the Leased Property from the City.
“State” means the State of California.
“Supplemental Indenture” means any agreement supplemental to or amendatory of this Indenture entered into in accordance with the provisions of Article VII. “Tax Certificate” means the Tax Certificate dated the date of the original delivery of the Bonds relating to the requirement s of certain provisions of the Code, as such certificate may from time to time be modified or supplemented in accordance with the terms thereof. “Trust Office” means the corporate trust office of the Trustee in Los Angeles, California or such other offices as may be specified to the Authority by the Trustee in writing or, solely for purposes of the surrender of the Bonds for paymen t, transfer or excha nge, the corporate trust operations or agency office designated by the Trustee.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., and its successors and assigns, and any other banking corporation or association that may at any time be substituted in its place as provided in Article VI hereof. “Written Request of the Authority” means a request in writing signed by a Responsible Officer.
“2007 Prior Indenture” means the Indenture, dated as of January 1, 2007, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Trust Company, N.A.

SECTION 1.02. Rules of Construction. All references in this Indenture to “Articles,” “Sections,” and other subdivisions are to the co rresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

11 SECTION 1.03. Authorization and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to th e authorization of the Bonds and has found, as a result of such review, and hereby finds and determines that all things, conditions, and acts required by law to exist, to happen and to be pe rformed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now aut horized under the Joint Exercise of Powers Agreement and the Bond Law and each and every re quirement of law, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes the issuance of the Bonds pursuant to the Bond Law a nd this Indenture for the purpose described in the recitals hereof.

SECTION 1.04. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract between the Authority and the Owners from time to time of the Bonds; and the covenants and agreements herein set forth to be performed on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners wit hout preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the ti me of sale, execution or deliver y thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

ARTICLE II

ISSUANCE OF BONDS
SECTION 2.01. Designation. The Bonds are authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indent ure and shall be designated, respectively, as the “Santa Clarita Public Fi nancing Authority Lease Revenue Refunding Bonds (Golden Valley Road), Series 2016A.” The Bonds shall be issued in the original aggregate principal amount of $10,320,000.

SECTION 2.02. Terms of Bonds. The Bonds shall be dated the Closing Date, shall mature on the dates and in the amounts, and shall bear interest (computed on the basis of a 360- day year of twelve 30-day months) at the rates, set forth in the following table:

Maturity Date
(December 1)
Principal
Amount
Interest
Rate
2016 $375,000 4.000
2017 375,000 4.000
2018 385,000 4.000
2019 400,000 4.000
2020 420,000 4.000
2021 435,000 4.000
2022 450,000 4.000
2023 470,000 4.000
2024 490,000 4.000
2025 510,000 4.000
2026 530,000 4.000
2027 550,000 2.000

12 Maturity Date
(December 1)
Principal
Amount
Interest
Rate
2028 555,000 2.000
2029 570,000 2.000
2030 580,000 2.250
2031 595,000 4.000
2032 625,000 4.000
2033 650,000 3.000
2034 670,000 3.000
2035 685,000

3.000
$10,320,000

The Bonds shall be delivered in fully regist ered form, numbered from one upwards in consecutive numerical order (with such alphabetical prefix as the Trustee shall determine). The Bonds shall be executed and delivered in their respective Authorized Denominations.

Each Bond shall bear interest from the Intere st Payment Date next preceding the date of authentication thereof, unless (i) it is authenticated during the period from the day after the Record Date for an Interest Payment Date to an d including such Interest Payment Date, in which event it shall accrue interest from such Interest Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if , at the time of authentication of any Bond interest with respect to such Bond is in defau lt, such Bond shall bear in terest from the Interest Payment Date to which interest has been paid or made available for payment with respect to such Bond, or if no interest has been paid, from the date of initial delivery of the Bonds.

Interest with respect to any Bond shall be payable in lawful money of the United States of America on each Interest Payment Date to the Owner thereof as of the close of business on the Record Date, such interest to be paid by check of the Trustee, mailed by first class mail no later than the Interest Payment Date to the Owner at his address as it appears, on such Record Date, on the Registration Books maintained by the Trustee; provided, however, that at the written request of the Owner of at least $1,000,00 0 in aggregate principal amount of Outstanding Bonds filed with the Trustee prior to any Record Date, interest on such Bonds shall be paid to such Owner on each succeeding Interest Payment Date (unless such request has been revoked in writing) by wire transfer of immediately available funds to an account in the Un ited States desi gnated in such written request. Payments of defaulted interest with respect to the Bonds shall be paid by check or draft to the registered Owners of the Bonds as of a special record date to be fixed by the Trustee, notice of which special record date sha ll be given to the registered Owners of the Bonds not less than ten days prior thereto. The pr incipal of and premium, if any, on the Bonds are payable by check when due upon surrender thereof at the Trust Office in lawful money of the United States of America.

SECTION 2.03. Redemption of Bonds.
(a) Extraordinary Redemption. The Bonds are subject to redemption prior to their respective maturity dates, upon written notice from the Authority to the Trustee at least forty-five (45) days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the

13 Trustee), as a whole or in part on a pro rata basis, on any date from prepayments of the applicable Base Rental Payments made by the Ci ty pursuant to the Lease out of funds received by the City due to a taking of the Leased Prope rty or any portion thereof under the power of eminent domain or from insurance proceeds received by the City due to damage to or destruction of the Leased Property or any portion thereof, under the circumstances and upon the conditions and terms prescribed herein and in the Lease.

Redemption of Bonds pursuant to this subparagraph (a) shall be made at a redemption price equal to the sum of the principal of the Bonds to be redeemed plus accrued but unpaid interest thereon to the date fixed for redemption, without premium. (b) Bonds Optional Redemption from Prepayme nts of Base Rental Payments. The Bonds maturing on or after December 1, 2027 are subject to redemption prior to their respective maturity dates as a whole or in part on any date on or after December 1, 2026, in any order deemed reasonable by the Author ity, and by lot within a matur ity, from prepayments of Base Rental Payments made at the option of the City pursuant to Section 11(b) of the Lease, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued but unpaid interest thereon to the date fixed for redemption, without premium. (c) Notice of Redemption. The Trustee on behalf and at the expense of the Authority shall mail (by first class mail or other means accep table to the recipient thereof) notice of any redemption to the respective Owners designated for redemption at their respective addresses appearing on the Registration Books, to the Securities Depositories and to one or more Information Services, at least twenty (20) but no t more than sixty (60) days prior to the date fixed for redemption; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall aff ect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption plac e and the redemption price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturiti es (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, gi ving notice also that further interest on such Bonds will not accrue from and after the redemption date. Such notice shall further state, if so determined by the Authority, that such notice may be rescinded at any time prior to the redemption date.

Neither the Authority nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Bond or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Authority nor the Trustee shall be liable for any inaccuracy in such numbers.

Any notice given pursuant to the precedin g paragraph may be conditional and/or rescinded by written notice given to the Trustee by the Authority and the Trustee shall provide notice of such rescission as soon thereafter as pr acticable in the same manner, and to the same recipients, as notice of such redemption was given pursuant to this Section.

14 (d) Selection of Bonds for Redemption. Whenever provision is made in this Indenture for the optional redemption of less than all of the Bonds of a series (other than mandatory sinking account redemption), the Tr ustee shall select the Bonds to be redeemed from all Bonds of such series not previously called for redemp tion, in such maturities as the Authority shall designate (and by lot within any maturity). For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 por tions and such portions shall be treated as separate Bonds, which may be separately redeemed.
(e) Partial Redemption of Bonds. If only a portion of any Bond is called for redemption, then upon surrender of such Bond the Au thority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same Series, interest rate and matu rity date, in aggregate principal amount equal to the unredeemed portion of the Bond being redeemed.
(f) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, premium, if any, and interest on the Bonds so called for redemption shall have been duly provided, such Bonds so called shall ce ase to be entitled to any benefit under this Indenture other than the ri ght to receive payment of the redemption price, and no interest shall accrue thereon from and after the redemption date. All Bonds redeemed pursuant to this Section 2.03 shall be canceled by the Trustee. All moneys held by or on behalf of the Trustee for the payment of principal of or interest or prem ium on Bonds, whether at redemption or maturity, shall be held in trus t for the account of the Owners thereof and the Trustee shall not be required to pay Owners an y interest on, or be liable to Owners for any interest earned on, moneys so held.

SECTION 2.04. Form of Bonds. The Bonds, the form of Trustee’s certificate of authentication, and the form of a ssignment to appear thereon, sha ll be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

SECTION 2.05. Execution of Bonds. The Bonds shall be signed in the name and on behalf of the Authority with the manual signature of its President, and attested with the manual signature of its Secretary or any Deputy Secretary duly appointe d by the Authority Board, and shall be delivered to the Trustee for authentica tion by it. In case any o fficer of the Authority who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed shall have been authenticated or delivered by th e Trustee or issued by the Authority, such Bonds may nevertheless be authenticated, delivered an d issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though the individual who signed the same had continued to be such officer of the Author ity. Also, any Bond may be signed on behalf of the Authority by any individual who on the actual date of the execution of such Bond shall be the proper officer although on the nominal date of such Bond such individual shall not have been such officer.

Only such of the Bonds as shall bear ther eon a certificate of authentication, manually executed on behalf of the Trustee, shall be vali d or obligatory for any pur pose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the

15 Bonds so authenticated have been duly authenti cated and delivered hereunder and are entitled to the benefits of this Indenture.

SECTION 2.06. Transfer of Bonds. Any Bond may, in accord ance with its terms, be transferred, upon the Registration Books, by the pers on in whose name it is registered, in person or by his duly authorized a ttorney, upon presentation and su rrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond sh all be surrendered for transfer, the Authority shall execute and the Trustee shall thereupon au thenticate and deliver to the transferee a new Bond or Bonds of like tenor, interest rate, series designation, maturity and aggregate principal amount in Authorized Denominations. The cost of printing any Bonds and any services rendered or expenses incurred by the Trustee in connecti on with any such transfer shall be paid by the Authority, except that the Trustee shall requ ire the payment by the 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, pu rsuant to this Section, (a) any Bond during the period established by the Trustee for the selection of Bonds fo r redemption or (b) any Bond selected for redemption pursuant to Section 2.03(e).

SECTION 2.07. Exchange of Bonds. Bonds may be exchange d at the Trust Office of the Trustee for the same aggregate principal amount of Bonds of the same tenor, interest rate, series designation, and maturity and of other Authorized Denomi nations. The cost of printing any Bonds and any services rendered or expenses incurred by the Trustee in connection with any such exchange shall be paid by the Authority, except that the Trustee shall require the payment by the Owner requesting such exchange of any ta x or other governmental charge required to be paid with respect to such exchange. The Truste e shall not be required to exchange, pursuant to this Section, (a) any Bond during the period established by the Trustee for the selection of Bonds for redemption or (b) any Bond selected for redemption pursuant to Section 2.03(e).

SECTION 2.08. Temporary Bonds. The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when re ady for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Authority and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be ex ecuted by the Authority and be registered and authenticated by the Trustee upon the same conditi ons and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Trus t Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds definitive Bonds of like tenor, series designation, maturity and aggregate principal amount in Authorized Denominations. Until so exchanged, the temporary Bonds shall be entitled to the same be nefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

SECTION 2.09. Registration Books. The Trustee will keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which shall at all times during regular business hours be open to inspection by the Aut hority with reasonable prior notice; and, upon presentation for such purpose , the Trustee shall, under such reasonable

16 regulations as it may prescribe, re gister or transfer, or cause to be registered or transferred, on such records, Bonds as herein provided.

SECTION 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor, series designation, maturity and aggregate principal amount in an Authorized Denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to th e Trustee shall be canceled by it. If any Bond issued hereunder shall be lo st, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence shall be satisfactory to it and indemnity satisfactory to it shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticat e and deliver, a new Bond of like series and tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee). The Authority may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses that may be incurred by the Authority and the Trustee.

Any Bond issued under the provisions of this S ection in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the part of the Authority whether or not the Bond alleged to be lost, dest royed or stolen shall be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

SECTION 2.11. Book-Entry System; Limited Obligation . The Bonds shall be initially executed, authenticated and delivered in the form of a separate single fully registered Bond (which may be typewritten) for each of the maturities of each series of Bonds. Upon initial execution, authentication and delivery, the ownership of each such Bond sha ll be registered in the Registration Books in the name of the Nomi nee as nominee of the Depository. Except as provided in Section 2.13 hereof, all of the Outstanding Bonds shall be registered in the Registration Books kept by the Trustee in the name of the Nominee and the Bonds may be transferred, in whole bu t not in part, only to the Depositor y, to a successor Depository or to another nominee of the Depository or of a successor Depository. Each Bond shall bear a legend substantially to the following effect: “ UNLESS THIS BOND IS PRESENTED BY AN

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IN THE

INDENTURE) TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.

OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER

USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

17 With respect to Bonds register ed in the Registration Books in the name of the Nominee, the Authority and the Trustee shall have no re sponsibility or obligation to any Depository Participant or to any person on behalf of which su ch a Depository Participant holds a beneficial interest in the Bonds. Without limiting the immediately preceding sentence, the Authority and the Trustee shall have no respons ibility or obligation with resp ect to (a) the accuracy of the records of the Depository, the Nominee or any Depository Participant with respect to any beneficial ownership interest in the Bonds, (b ) the delivery to any De pository Participant, beneficial owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any Redemption Notice, (c) the selection by the Depository and the Depository Participants of the beneficial interests in the Bond s to be redeemed in part, or (d) the payment to any Depository Participant, beneficial owner or any other person, other than the Depository, of any amount with respect to principal of, intere st on, or premium, if any, of the Bonds. The Authority and the Trustee may treat and consid er the person in whose name each Bond is registered in the Registration Books as the hol der and absolute Owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on, the Bond, for the purpose of giving Redemption Notices with respect to the Bonds and other notices with respect to the Bonds, and for all other purposes whatsoever, in cluding, without limitation, registering transfers with respect to the Bonds.

The Trustee shall pay all principal of, premiu m, if any, and interest on, the Bonds only to or upon the order of the respect ive Owners, as shown in the Registration Books kept by the Trustee, or their respective attorneys duly authori zed in writing, and all such payments shall be valid hereunder with respect to payment of principal of, premiu m, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Registration Books, shall receive a Bond eviden cing the obligation to make payments of principal of, premium, if any, and interest on, such Bond pursuant to this Indenture. Upon delivery by the Depository to the Trustee and the Authority of written notice to the effect that the Depository has determined to substitute a new no minee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such new nominee of the Depository.

The Bonds are special obligations of the Authority a nd, as and to the ex tent set forth in the Indenture, are payable solely from and secu red by a first lien on and pledge of the Revenues as provided in the Indenture. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues (other than deposits to the Rebate Fund created by the Indenture), and the Revenues (other than deposit s to the Rebate Fund cr eated by the Indenture) constitute a trust fund for the secu rity and payment of the principal of and interest on the Bonds.

The full faith and credit of the Authority are not pledged for the payment of the principal of or interest or premium (if any) on the Bonds. Th e Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture.

SECTION 2.12. Representation Letter . To qualify the Bonds for the Depository’s book-entry system, the Authority has previous ly authorized executed, countersigned and delivered to such Depository a letter from the Authority representing such matters as shall be necessary to so qualify the Bonds (the “Representation Letter”) . The execution and delivery of

18 the Representation Letter shall not in any way limit the provisions of Section 2.11 hereof or in any other way impose upon the Authority or the City any obligation whatsoev er with respect to persons having beneficial interests in the Bo nds other than the Owners, as shown in the Registration Books kept by the Trustee. In the written acceptance by the Trustee of the Representation Letter, the Trustee shall agree, and hereby agrees, to take all actions necessary for all representations of the Trustee in the Representa tion Letter with respect to the Trustee to at all times be complied with. In addition to the ex ecution and delivery of the Representation Letter, the Authority Representative and all other officer s of the Authority, and their respective deputies and designees, each is hereby authorized to take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository’s book-entry program.

SECTION 2.13. Transfers Outside Book-Entry System . If at any time the Depository notifies the Authority that it is unwi lling or unable to continue as Depository with respect to the Bonds or if at any time the Depository shall no l onger be register ed or in good standing under the Securities Exchange Act or other applicable statute or regulation and a successor Depository is not appointed by the Au thority within 90 days after the Authority receives notice or becomes aw are of such condition, as the case may be, Section 2.11 hereof shall no longer be applicable and the Authority shall execute and the Trustee shall authenticate and deliver Bonds as provided below. In addition, the Authority may determine at any time that the Bonds shall no longer be re presented by global bonds and that the provisions of Section 2.11 hereof shall no longer apply to the Bonds. In a ny such event the Authority shall execute and the Trustee shall authenticate and deliver bonds repr esenting the Bonds as provided below. Bonds executed, authenticated and delivered in exchan ge for global bonds pursuant to this Section 2.13 shall be registered in such names and delive red in such Authorized Denominations as the Depository, pursuant to instructions from the Deposito ry Participants or otherwise, shall instruct the Authority and the Trustee. The Trustee sh all deliver such bonds representing the Bonds to the persons in whose names such Bonds are so registered.

If the Authority determines to replace the Depository with another qualified securities depository, the Authority shall prepare or cause to be prepared a new fully-registered global bond for each of the maturities of the Bonds, re gistered in the name of such successor or substitute securities depository or its nominee, or make such other arrangements as are acceptable to the Authority, the Trustee and such s ecurities depository and not inconsistent with the terms of this Indenture.

SECTION 2.14. Payments and Notices to the Nominee . Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments of principal of, premiu m, if any, and interest on such Bond and all notices with respect to such Bond shall be ma de and given, respectively, as provided in the Representation Letter or as otherwise instructed by the Depository.

SECTION 2.15. Initial Depository and Nominee. The initial De pository under this Indenture shall be DTC. The initial Nominee shall be Cede & Co., as nominee of DTC.

19 ARTICLE III

DEPOSIT AND APPLICATION OF PROCEEDS
SECTION 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the Authority shall execute and deliv er the Bonds to the Trustee for authentication, issuance and delivery to the Original Purchaser thereof upon the Request of the Authority.

SECTION 3.02. Application of Proceeds of Sale of Bonds. Upon the receipt of payment for the Bonds on the Closing Date, the Trustee shall apply $11,082,174.44 of the net proceeds of the Bonds (which equals the princi pal amount of the Bonds, less an underwriting discount of $91,481.26, plus a net original i ssue premium of $853,655.70, and which amount includes the good faith deposit of $200,000 receive d by the Trustee from Fidelity Capital Markets, as initial purchaser of the Bonds), as follows:
(1) The Trustee shall deposit in the Co sts of Issuance Fund the amount of $206,467.06.
(2) The Trustee shall transfer to Th e Bank of New York Mellon Trust Company, N.A., as escrow agent under Escr ow Agreement, dated as of June 1, 2016, for deposit into the Escrow Fund establis hed under the Escrow Agreement the amount of $10,875,707.38, which together with other fund s, for the redemption and defeasance of the 2007 Bonds.

In accordance with the terms of the Escrow Agreement, the 2007 Trustee shall transfer the amount of $826,134.00, representing amounts on deposit in the debt serv ice reserve fund for the 2007 Bonds, to the Escrow Bank for deposit in the Escrow Fund for the redemption and defeasance of the 2007 Bonds.

The Trustee may establish such temporary funds, accounts and s ubaccounts as may be necessary or desirable to accomplish such deposits.

SECTION 3.03. Costs of Issuance Fund. There is hereby estab lished a fund to be held by the Trustee known as the “Costs of Is suance Fund,” into which shall be deposited a portion of the proceeds of the sale of the B onds pursuant to Section 3.02. The moneys in the Costs of Issuance Fund shall be used to pay Costs of Issuance related to the Bonds from time to time and shall be disbursed by the Trustee upon delivery to the Trustee of a requisition, substantially in the form attached hereto as E xhibit B, executed by an officer of the Authority.

Each requisition shall be sufficien t evidence to the Trustee of th e facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date that is 180 days following the Closing Date, or upon the earlier receipt by the Trustee of a Request of the Authority certifying that all Costs of Issuance re lated to the Bonds have been paid or provided for, the Trustee shall transfer any remaining am ounts in the Costs of Issuance Fund to the Lease Revenue Fund and the Trustee shall then close the Costs of Issuance Fund.

SECTION 3.04. Reserved.

20 SECTION 3.05. Insurance and Condemnation Fund. The Trustee shall establish and maintain a separate fund to be known as the “Insurance and Condemnation Fund,” into which shall be deposited Net Procee ds required to be deposited therein pursuant to Section 9 of the Lease. The Trustee shall disburse or transf er all amounts in the Insurance and Condemnation Fund, as stated in a Request of the City (as desc ribed below) for the payment of the cost of the reconstruction of the Leased Property (including reimbursement to the City for any such costs paid by it). Before any paymen t of money is made from the Insurance and Condemnation Fund, the Authority shall file or shall cause the C ity to file with the Trustee a requisition in substantially the form set forth as Exhibit C hereto.

SECTION 3.06. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any proceedings taken with respect to the application of the proceeds of the Bonds, and the recital contained in the Bonds that the same are issued pursuant to the Bond Law shall be conc lusive evidence of their validity and of the regularity of their issuance.

SECTION 3.07. Additional Bonds. In addition to the Bonds, the Authority and the Trustee may by execution of a Supplemental Inde nture, without the consent of the Owners, provide for the issuance and delivery of Add itional Bonds in one or more series. Upon the Request of the Authority, the Trustee may auth enticate and deliver Additional Bonds in an aggregate principal amount authorized by such Supplemental Indenture. The proceeds of such Additional Bonds may be used for any pur pose, including for the purpose of refunding Outstanding Bonds. Such Additional Bonds may only be issued upon compliance by the Authority with the provisions of the Indenture, and subject to the following specific conditions, which are made conditions precedent to the issuance of any such Additional Bonds:
(a) The Authority shall not be in default under the Indenture or any Supplemental Indenture, as evidenced by a Certificate of the Authority, and the City sh all not be in default under the Lease, as evidenced by a Certificate of the City; (b) A Supplemental Indenture may provide for the funding of a debt service reserve for such Additional Bonds;
(c) The Additional Bonds shall be payable as to principal on December 1 of each year in which principal is due and shall be payable as to interest on each Interest Payment Date; (d) The aggregate principal amount of Bonds issued and at any time Outstanding under the Indenture or under any Supplemental Inde nture shall not exceed any limit imposed by law, by the Indenture or by any Supplemental Inde nture, as evidenced by a Certificate of the Authority and the City; and
(e) The Lease shall have been amended so as to increase the base rental payments payable by the City thereunder by an aggregate amount equal to the principal and interest due and payable on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the prin cipal and interest on such Additional Bonds, as evidenced by a Certificate of the City; and

21 (f) The Supplemental Indenture shall prescribe the form or forms of such Additional Bonds, and subject to the prov isions hereof, shall provide for the distinctive designation, denominations, dates, principal payment dates, inte rest payment dates, interest rates, provisions for redemption, and places of payment for principal and interest.

Any Additional Bonds shall be on a parity with, and each Owner thereof shall have the same rights upon an Event of Default as the Own er of, any other Bonds issued and delivered under the Indenture, except as otherwise provided in the Suppl emental Indenture under which Additional Bonds are issued.

ARTICLE IV
REVENUES; FLOW OF FUNDS
SECTION 4.01. Pledge of Revenues; A ssignment of Rights. Subject to the provisions of Section 6.03, the Bonds shall be secu red by a first lien on and pledge (which shall be effected in the manner and to the extent hereinafter provided) of all of the Revenues, including all of the moneys in the respective In terest Accounts, the Principal Accounts and the Reserve Accounts for a Series of Bonds, includi ng all amounts derived from the investment of such moneys. The Bonds shall be equally secured by a pledge, ch arge and lien upon the Revenues and such moneys without priority for nu mber, date of the Bonds, date of execution or date of delivery; and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any portion thereof shall be and are secured by an exclusive pledge, charge and lien upon the Revenues and such m oneys. So long as any of the Bonds are Outstanding, the Revenues and such moneys shall not be used fo r any other purpose; except that out of the Revenues there may be apportioned su ch sums, for such purposes, as are expressly permitted by Section 4.02.

The Authority hereby transfers in trust and assi gns to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues and all of the right, title and interest (but none of the obligations) of the Authority in the Lease with respect to the Revenues, including its rights to receive the Base Rental Payments sc heduled to be paid by the City under and pursuant to the Lease and any and all of the other rights of the Authority under the Lease as may be necessary to enforce payment of such Ba se Rental Payments when due or otherwise to protect the interest of the Owners of the Bonds, including its leasehold title to the Leased Property leased to the City pursuant to the Lease with respect to the Base Rental Payments. The Trustee accepts such assignments. The Trustee shal l be entitled to and sh all receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee.

Each of the Authority and the City covenant an d agree to take such action as is necessary from time to time to preserve the priority of the pledge set forth in this Section 4.01 under applicable law, and at the expense of the Author ity or the City and the Trustee shall cooperate with the Authority and/or the City in taking such action.

22 This Indenture shall be supplemented pursuan t to a Supplemental Indenture to pledge revenues from additional base rental payments under the Lease for any series of Additional Bonds.

SECTION 4.02. Lease Revenue Fund; Receipt, Deposit and Application of Revenues. All Revenues shall be deposited by the Trustee in a special fund designated as the “Lease Revenue Fund,” which the Trustee shall esta blish, maintain and hold in trust hereunder.

If the City pays more than 100% of the Base Rental Payments coming due fifteen (15) days prior to any Interest Payment Date, the Trustee sha ll deposit into the Lease Revenue Fund only that portion of the Base Rental Payments which the City is required to make under Section 3(a) of the Lease, and shall remit any excess to the City.

On or before each Interest Payment Date or Principal Payment Date, as applicable, the Trustee shall transfer from the Lease Revenue Fund and deposit into the following respective accounts (each of which the Trustee shall estab lish and maintain with in the Lease Revenue Fund), the following amounts in the following order of priority, the requirements of each such account (including the making up of a ny deficiencies in any such a ccount resulting from lack of Revenues sufficient to make any earlier required de posit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:
(a) Interest Account. The Trustee shall establish and maintain a separate account to be known as the “Interest Account.” On or befo re each Interest Payment Date, the Trustee shall deposit in the Interest Account an amount require d to cause the aggregate amount on deposit in the Interest Account to equal the amount of inte rest becoming due and payable on such Interest Payment Date on all respective Outstanding Bonds. No deposit shall be made into the Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon all respective Outstanding Bonds on each succeeding Interest Payment Date within the then current Bond Year. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the in terest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity). (b) Principal Account. The Trustee shall establish a nd maintain a separate account to be known as the “Principal Account.” On or before each Principal Payment Date, the Trustee shall deposit in the Principal Account an am ount required to cause the aggregate amount on deposit in the Principal Account to equal the principa l of the Bonds maturi ng on such Principal Payment Date pursuant to Section 2.02 or Sectio n 2.03 or pursuant to a Supplemental Indenture, as the case may be. All moneys in the Principa l Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds. (c) Redemption Account. On or before the Business Day on which Bonds are subject to redemption (other than mandatory sinking fund redemption of term Bonds), the Authority will transfer or cause there to be transferred to th e Trustee for deposit in th e Redemption Account an amount required to pay the principal of and premiu m, if any, on the Bonds to be so redeemed on such date. The Trustee will apply amounts in th e Redemption Account solely for the purpose of paying the principal of and premium, if any, on the Bonds upon the redemption thereof, other than mandatory sinking fund redemption of term Bonds which will be made from amounts in the Principal Account, on the date set for such redemption.

23 (d) Surplus. On or before December 1 of each year, the Trustee shall determine the Revenues, if any, remaining in the Lease Reve nue Fund after making the deposits required by paragraphs (a) through (c) a bove and the transfers of inve stment earnings pursuant to Section 4.03, and shall apply such amount as a cr edit against the next following Base Rental Payment. Notwithstanding the foregoing, if directed in a Request of the C ity, the Trustee shall, with respect to all or any portion of such amount, pay, or set aside an amount for the payment of, any Rebate Requirement in accordance with a computation made by the City to the Trustee.

SECTION 4.03. Rebate Fund.
(a) In addition to the other funds and account s created pursuant hereto, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated th e “Rebate Fund” (the “Rebate Fund”) in connection with the Bonds. Within the Rebate Fund, the Trustee sha ll maintain such accounts or subaccounts as are specified in a Written Request of the Authority to the Trustee pursuant to the Tax Certificate.

The Trustee shall deposit moneys in the Reba te Fund pursuant to a Written Request of the Authority. Subject to the transf er provisions provided in subpara graph (5) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement, for payment to the federal government of the United States of America, and none of the Authority, the Trustee or the Owner of any Bond shall have any right in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section and by th e Tax Certificate (which is incorporated herein by reference).

The Trustee shall be deemed conclusively to have complied with the provisions of this Section

4.03 and the Tax Certificate if it follows the Written Request of the Authority, including supplying all necessary information in the ma nner requested by the Authority, and except as otherwise expressly provided herein, shall not be required to take any ac tions hereunder in the absence of written directions by the Authority, a nd shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate or this Section. The Trustee agrees to comply with all Written Reque sts of the Authority given pursuant to the Tax Certificate.
(1) Upon a Written Request of the Author ity, an amount shall be deposited into the Rebate Fund by the Trustee from depos its by the Authority, if and to the extent required, so that the balance of the amount on deposit ther eto shall be equal to the Rebate Requirement. Computations of the Rebate Requirement shall be furnished by or on behalf of the Authority in accordance with the Tax Certificate. The Authority shall provide the Trustee with a Certificate of the Authority evidencing that the computation of the Rebate Requirement has been made.
(2) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created hereunder or from other moneys provided to it by the Authority. (3) The Trustee shall invest all amo unts held in the Rebate Fund in Permitted Investments as directed by a Written Request of the Authority. Money, including investment earnings, shall not be tr ansferred from the Rebate Fund except as provided in subparagraph (4) below.

24 (4) Upon receipt of a Written Request of the Authority, the Trustee shall remit part or all of the amount s in the Rebate Fund to the Un ited States of America, as so directed. In addition, if the Authority so directs, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or fund as directed by the Written Request of the Authority. Any funds remaining in the Rebate Fund in excess of the Rebate Requirement as of the end of any Bond Year shall be transferred to the Interest Account.

Notwithstanding any other prov ision hereof, including, in pa rticular, Section 9.03, the obligation to remit the Rebate Requirement to th e United States and to comply with all other requirements of this Section and the Tax Certifi cate shall survive the de feasance or payment in full of the Bonds.

SECTION 4.04. Investments. All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments pursuant to the wri tten direction of the Authority given to the Trustee two (2) Business Days in advance of th e making of such investments. In the absence of any such direction from the Authority, the Trustee shall invest any such moneys in money market funds described in subsection (i) of the definition of Permitted Investments; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall ha ve received a written direction of the Authority specifying a specific money market fund that satis fies the requirements of such subsection in which such investment is to be made and, if no su ch written direction is so received, the Trustee shall hold such moneys uninvested. Obligations purchased as an investme nt of moneys in any fund or account shall be deemed to be part of such fund or account.

The Trustee shall transfer all investment earnings on amounts in a Principal Account and an Interest Account to the Lease Revenue F und. All investment earnings on amounts in the Insurance and Condemnation Fund shall be retained therein. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee, or any of its affiliates, may act as principal or agent in the acquisition of any investment and may impose its customary charges therefor. The Trus tee may act as manager, sponsor, advisor or depository with respect to any Permitted Investment. The Trustee shall incur no liability for the selection (other than as provide d herein) of investments or losse s arising from any investments made pursuant to this Section. The Authority ac knowledges that regulations of the Comptroller of the Currency grant the Author ity the right to receive brokerage confirmations of security transactions to be effected by th e Trustee hereunder as they occu r, at no additional cost. The Authority specifically waives the right to receiv e such confirmation to the extent permitted by applicable law and agrees that it will instead receive periodic cash transaction statements which shall include detail for the investment transac tions effected by the Trus tee hereunder; provided, however, that the Authority retains its right to receive brokerage confirmation on any investment transaction requested by the Authority.

SECTION 4.05. Valuation and Disposition of Investments. For the purpose of determining the amount in any fund or account, Pe rmitted Investments credited to such fund or account shall be valued at least semiannually on or before each Interest Payment Date at cost (excluding any brokerage commissions and excluding any accrued interest) by the Authority.

25 ARTICLE V

COVENANTS OF THE AUTHORITY
SECTION 5.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal, interest and premium (if any) to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, accord ing to the true intent and meaning thereof, but only out of applicable Revenues and other asse ts pledged for such payment as provided in this Indenture.

SECTION 5.02. Extension of Payment of Bonds. The Authority sha ll not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purch ase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such B onds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all cl aims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue Additional Bonds, or issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

SECTION 5.03. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the applicable Revenues and other assets pledged or assigned under this In denture while any of the Bonds and Additional Bonds are Outstanding, except the pledge a nd assignment created by this Indenture and Supplemental Indenture. Subject to this limitation, the Authority e xpressly reserves the right to enter into one or more other indentures fo r any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purposes.

SECTION 5.04. Power to Issue Bonds and Make Pledge and Assignment. T h e Authority is duly authori zed pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues, the Leas e and other assets purported to be pledged and assigned, respectively, under this I ndenture in the manner and to th e extent provided in this Indenture. The Bonds and the prov isions of this Indenture are a nd will be the le gal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee (subject to the pr ovisions of Section 6.02 hereof) shall at all times, to the extent permitted by law, defend, preserve and protect su ch pledge and assignment of Revenues and other assets and all the rights of the Owners under this Indenture against all claims and demands of all persons whomsoever.

SECTION 5.05. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in whic h complete and accurate entries shall be made of all transactions by the Trustee relating to the proceeds of Bonds, the Revenues, the Lease and all funds and accounts established pursuant to this Indenture. Such books of record and account

26 shall be available for inspection by the Authority and the City during regular business hours with reasonable prior notice.

SECTION 5.06. Additional Obligations. The Authority covenants that no additional bonds, notes or indebtedness shall be issued or incurred that are payable out of the Revenues in whole or in part, other than the Additional Bonds.

SECTION 5.07. Lease. The Trustee, as assignee of the Authority’s rights under the Lease with respect to the Revenues pursuan t to Section 4.01 hereof and the Assignment Agreement(s), shall receive amounts due from the C ity pursuant to the Leas e with respect to the Revenues.

The Authority will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Lease required to be complied with, kept, observed and performed by it and, together with the Trustee, will enforce the Lease against the City in accordance with its terms.

So long as any Bond remain Outstanding, the Au thority will not alte r, amend or modify the Lease, except pursuant to Section 21 thereof.

SECTION 5.08. Tax Covenants.
(a) Special Definitions. When used in th is Section, the following terms have the following meanings with respect to any Bonds or Additional Bonds that the Authority intends interest thereon to be excludable from the gross income of the Owners thereof:
“Computation Date” means, initially, the first day fo llowing the conclusion of the fifth Bond Year (unless on or before such date the Au thority has designated a different date as the Computation Date), and each subsequent Computati on Date shall be the fifth anniversary of the immediately preceding Computation Date (unless, as to any Computation Date, the Authority has designated an earlier date following such immediately preceding Computation Date as a Computation Date.
“Gross Proceeds” means any proceeds as defined in section 1.148-1(b) of the Tax Regulations (referring to sales, investment and transferred proceeds), and any replacement proceeds as defined in section 1.148-1(c) of the Tax Regulations, of the Bonds. “Investment” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Nongovernmental Output Property” means any property (or inte rest therein) that prior to its acquisition by the City was used by (or manufactured for or to the order of or held for the use by) any Nongovernmental Person (whether actually so used or not) in connection with any electric and gas generation, transmission, distribution, or related facilities. “Nongovernmental Person” refers to any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, or an agency or instrumentality acting solely on behalf thereof.

27 “Nonpurpose Investment” means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and that is not acquired to carry out the governmental purposes of the Bonds.
“Original Issue” refers to the 2007 Bonds.
“Original Facilities” means any property the acquisition, construction or improvement of which was financed directly or indirectly with Gross Proceeds of the Original Issue. “Rebate Amount” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Tax Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code , or under the provisions of any predecessor statute corresponding thereto.
“Yield” of
(1) any Investment has the meaning se t forth in section 1.148-5 of the Tax Regulations; and
(2) the Bonds has the meaning set forth in section 1.148-4 of the Tax Regulations. (b) Not to Cause Interest to Fail to Be Excluded from Gross Income. The Authority covenants that it will not use, permit the use of , or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gr oss Proceeds) in a manner that if made or omitted, respectively, would cause the interest on any of the Bonds to fail to be exclude d pursuant to section 103(a) of the Code from the gross income, of the owner th ereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Authority receives a written opinion of Bond Counsel to the effect that failure to comply with such c ovenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the Authority will comply with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as would not cause any Bond to become a “private activity bond” within the meaning of secti on 141 of the Code and the Tax Regulations and rulings thereunder, the Authority covenants that at all times prior to the payment and cancellation of the last Bond to be paid and canceled:
(1) it will use its best effort s to ensure that the City (or another entity other than a Nongovernmental Entity) exclusivel y owns, operates and possesses all of the Original Facilities that are to be refinanced directly or indirectly with Gross Proceeds of the Bonds, and that it will not use or permit the use of such Gross Proceeds (including under any contractual arrangement with terms different than those applicable to the general public) or any of the Original Facilities in any activity carried on by any Nongovernmental Person, unless such use is sole ly as a member of the general public; and

28 (2) not directly or indirectly impose or accept any charge or other payment by any person or entity in re spect of the use by any Nongove rnmental Person of Gross Proceeds of the Bonds, other than interest earned on investments acquired with such Gross Proceeds pending application for th eir intended purposes, or of any Original Facility.

Without limiting the foregoing, except as would not cause any Bond to become a “private activity bond” with in the meaning of section 141 of th e Code and the Tax Regulations and rulings thereunder, the Authority will not: (i) permit any N ongovernmental Person to hold any ownership, proprietary or possessory interest in any of the Original Facilities; (ii) contract with any Nongovernmental Person for the provision of operating or other se rvices with respect to any function of an Original Facility (unless either (A) such arrangement requires no payment of fees to such Nongovernmental Person other than as direct reimburse ment of third party costs or reasonable administrative overhead, or (B) such arrangement conforms to administrative guidance of the Internal Revenue Service in or der to assure that such arrangement does not create a private business use relationship of th e Nongovernmental Person to the Gross Proceeds of the Bonds or to any Original Facility); or (iii) contract with any Nongovernmental Person for the sale of output or capacity of an Original Facility that is an output facil ity, unless such contract is described either in section 1.141-7(c) of th e Treasury Regulations (describing certain types of output contracts that do not have the e ffect of transferring the benefits of owning the property and the burdens of paying debt service on the financing of the property) or in section

1.141-7(f) of the Treasury Regula tions (describing certa in types of output contracts that while having the effect of transferring such benefits and burdens but neverthe less may be disregarded in evaluating private business use). For purpos es of the preceding sentence, the Authority will treat proceeds of the Bonds as used ratably fo r the same purposes as were the proceeds of the Original Issue.
(d) No Private Loan. Except as would not cause any Bond to become a “private activity bond” with in the meaning of section 141 of th e Code and the Tax Regulations and rulings thereunder, the Authority has not used, and will not use, Gross Proceeds of any Bond to make or finance loans to any Nongovernmental Pe rson. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with such Gr oss Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or- pay, output or similar contract or arrangement; or (3) indirect benefits of such Gro ss Proceeds, or burdens and benefits of ownership of any property acquired, construc ted or improved with such Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except as would not cause any Bond to become an “arbitrage bond” within the meaning of section 148 of the Code and the Tax Regulations and rulings thereunder, the Authority shall not at a ny time prior to the final maturity of the Bonds directly or indirectly invest Gr oss Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, would materially exceed the Yield of such Bond within the meaning of such section 148.

29 (f) Not Federally Guaranteed. The Authority covenants that, except to the extent permitted by section 149(b) of the Code and the Ta x Regulations and rulings thereunder, it will not take or omit to take any action that woul d cause any Bond to be “federally guaranteed” within the meaning of section 149(b) of th e Code and the Tax Regulations and rulings thereunder.
(g) Information Report. The Authority covenants that it will timely file or cause to be filed any information required by section 149(e) of the Code with respect to the Bonds with the Secretary of the Treasury on Form 8038-G or such ot her form and in such place as the Secretary of the Treasury may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Tax Regulations and rulings thereunder:
(1) it will account for all Gross Proceed s of the Bonds (including all receipts, expenditures and investments ther eof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at leas t six years after the day on which the last Bond is discharged. However, to the extent permitted by law, the Authority may commingle Gross Proceeds of the Bonds wi th its other money, provided that the Authority separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith.
(2) not less frequently than each Comput ation Date, it will calculate or cause to be calculated the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Tax Regulations and rulings thereunder. The Trustee may rely conclusively upon the Authority’s determ inations, calculations and certifications required by this Section. The Trustee shal l have no responsibility to independently make any calculation of determination or to review the Authority’s calculations hereunder. The Authority covenants that it will maintain a copy of the calculation with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date;
(3) it will deposit in the Rebate Fund a nd cause the Trustee to pay to the United States the amount that when added to the future value of previous rebate payments made for the Bonds equals (A) in the case of a Final Computation Date as defined in section 1.148-3(e)(2) of the Tax Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (B) in the case of any othe r Computation Date, ninety percent (90%) of the Rebate Amount on such a date. In all cases such Rebate payments shall be made by the Authority (o r by the Trustee at the direction of the Authority) at the times and in the amounts as are or may be required by section 148(f) of the Code and the Tax Regulations and ru lings thereunder, and such payments shall be accompanied by Form 8038-T executed by the Authority or such other forms and information as is or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder.

30 (4) it will exercise reasonable diligence to assure that no errors are made in the calculations and payments required by para graphs (2) and (3) above, and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the Unite d States of any addi tional Rebate Amount owed to it, interest thereon, and any pena lty imposed under section 1.148-3(h) or other provision of the Tax Regulations.
(i) Not to Divert Arbitrage Profits. The Authority covenants that, except to the extent permitted by section 148 of the Code and the Tax Regulations and rulings thereunder, at no time prior to the final maturity of the Bonds will it enter into any transaction that reduces the amount required to be paid to the United States pu rsuant to paragraph (h) of this Section because such transaction results in a sm aller profit or a larger loss th an would have resulted if the transaction had been at arm’s le ngth and had the Yield on the Bonds not been relevant to each party.
(j) Bonds Not Hedge Bonds.
(1) The Authority represents that none of the Original Issue was, and covenants that the Bonds will not be, “hedge bonds” within the meaning of section 149(g) of the Code.
(2) Without limitation of paragraph (1 ) above, the Authority warrants as to each of its Original Issu e that: (I) on each da te of issuance of that issue, the Authority reasonably expected that at leas t 85% of the spendable proceeds of that Original Issue would be expended within the three-year period commencing on such date of issuance, and (II) no more than 50% of the proceeds of that Original Issue at any time has been invested in Nonpurpose Investments having a substantially guaranteed yield for a period of four years or more. (k) Elections. The Authority he reby directs and authorizes any Responsible Officer to make elections permitted or required pursua nt to the provisions of the Code or the Tax Regulations, as such Responsible Officer (a fter consultation with Bond Counsel) deems necessary or appropriate in c onnection with the Bonds, in the Tax Certificate relating to the Bonds or similar or other appropriate certificate, form or document.

SECTION 5.09. Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, in struments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performa nce of this Indenture, and for the better assuri ng and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.

31 ARTICLE VI

THE TRUSTEE
SECTION 6.01. Appointment of Trustee. The Bank of New York Mellon Trust Company, N.A., a national bankin g association duly organized and existing under and by virtue of the laws of the United States of America, is hereby appointed Trustee by the Authority 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 Indenture. The Authority agrees that it will maintain a Trustee which has (or which is a wholly-owned subsidiary of a corporation which has) a combined capital and surplus of at least $75,000,000, and which is subject to supervision or examination by Federal or State authority, so long as any Bonds are Outstanding. If such bank, national banking association or trust company or such parent corporation 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 fo r the purpose of this Se ction 6.01 the combined capital and surplus of such bank, national banking association or trust co mpany or such parent corporation shall be deemed to be its combined cap ital and surplus as set forth in its most recent report of condition so published.

The Trustee is hereby author ized to pay the principal of and interest and redemption premium (if any) on the Bonds when duly presente d for payment at maturity, or on redemption prior to maturity, and to cancel all Bonds upon payment thereof. The Trustee shall keep accurate records of all funds and accounts administered by it and of all Bonds paid and discharged.

SECTION 6.02. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform such trusts, but only upon and subject to the following express terms and conditions:
(a) The Trustee shall not be liable for any e rror of judgment made in good faith by a responsible officer of th e Trustee, unless it sh all be proved that the Tr ustee was negligent in ascertaining the pertinent facts.
(b) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or establishe d prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence is herein specifically pr escribed) may, in the absence of bad faith on its part, rely upon a Certificate of the Authority. (c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners pursuant to this Indenture, unless such Owners shall have offe red to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(d) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certif icate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond or other paper or document. (e) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Defau lt that may have occurred, underta kes to perform such duties and

32 only such duties as are specifically set forth in th is Indenture and no cove nants of or against the Trustee shall be implied in this Indenture. In case an Event of Default hereunder or under the Lease has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture and by the Lease, and shall use the same degree of care and skill in the exercise of such rights and powers as a prudent pe rson would exercise or use under the circumstances in the conduct of such person’s own affairs. (f) The Trustee may execute any of the trusts or powers hereunder and perform the duties required of it hereunder eith er directly or by or through a ttorneys, receivers or agents, shall not be liable for the acts or omissions of such attorneys, receivers or agents appointed with due care, and shall be en titled to advice of counsel concerning all matters of trust and its duties hereunder. The Trustee may conclusively rely on an opinion of counsel as full and complete authorization and protection for any action taken, suffered or omitted by it hereunder. (g) The Trustee shall not be responsible for any recital herein, in th e Lease, or in the Bonds, or for any of the supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby and makes no representation as to th e validity or sufficiency of th e Bonds, this Indenture or the Lease. The Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on th e part of the Authority hereunder or on the part of the Authority or the City under the Lease. The Trustee shall not be responsible for the application of the proceeds of the Bonds paid over by it to the Authority in accordance with Section 9.03 hereof.
(h) The Trustee may become the Owner or pl edgee of Bonds secured hereby with the same rights it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depositary for and perm it any of its officers or directors to act as a member of, or in any other capac ity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall repres ent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (i) The Trustee may rely and shall be protected in acting or refraining from acting, in good faith and without negligence, upon any noti ce, resolution, opinion, report, direction, request, requisition, consent, cert ificate, order, affidavit, lette r, telegram or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture or the Lease 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 Bond, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange ther efor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless the ownership of such Bond by such person shall be reflected on the Registration Books. (j) The permissive right of the Trustee to do things enumerated in this Indenture or in the Lease shall not be construed as a duty and it shall not be answerable for other than its

33 negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees and agents. (k) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder or under the Lease except failure by the Aut hority or the City to make any of the payments to the Trustee required to be made by the Authority pursuant hereto or thereto or failure by the Authority or the City to file with the Trustee any document required by this Indenture or the Lease to be so filed s ubsequent to the issuance of the Bonds, unless the Trustee shall be specifically notified in writing of such default by the Authority or by the Owners of at least 25% in aggregate principal amount of the Bonds then Outstanding and all notices or other instruments required by this I ndenture to be delivered to the Trustee must, to be effective, be delivered at the Trust Office of the Trustee, a nd in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default hereunder except as aforesaid. (l) At any and all reasonable times the Tr ustee and its duly authorized agents, attorneys, experts, accountants a nd representatives, shall have the right but shall not be required to inspect all books, papers and r ecords of the Authority pertaini ng to the Bonds, and to make copies of any of such books, papers and records which are not privileged by statute or by law. (m) The Trustee shall not be required to gi ve any bond or surety in respect of the execution of the trusts and powers or otherwise in respect of the premises hereof. (n) Notwithstanding anything elsewhere in th is Indenture with respect to the execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings , certificates, opinions, appraisa ls or other information, or corporate action or evidence thereof, as may be deemed desirable for the purpose of establishing the right of the Authority to the execution of any Bonds, the withdrawal of any cash or the taking of any other action by the Trustee.
(o) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trus t for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. (p) Whether or not expressly pr ovided therein, every provisi on of this Indenture, the Site Lease and the Lease relating to the conduct or affecting the lia bility of the Trustee shall be subject to the provisions of this Section.
(q) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statemen t, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (r) The Trustee is authorized and directed to enter into the Assignment Agreement in its capacity as Trustee.
(s) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“In structions”) given pursuant to th is Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-

34 mail, facsimile transmission, secure electronic tr ansmission containing app licable authorization codes, passwords and/or authentication keys issu ed by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority and City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide su ch Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and City whenever a person is to be added or deleted from the listing. If the Authority and City elect to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instruc tions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority and City understand and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that dir ections that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority and C ity shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passw ords and/or authentication keys upon receipt by the Authority and City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from th e Trustee’s reliance upon and complia nce with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.

The Authority and City 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 ri sk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks asso ciated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and City; (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 protect ion in light of its particular needs and circumstances; and (iv) to notif y the Trustee immediately upon le arning of any compromise or unauthorized use of the security procedures.
(t) 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 contro l of the Trustee and could not have been avoided by exercising due car e. Force majeure shall include, but not be limited to, acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.
(u) The Trustee shall not be liable in conn ection with the performance of its duties hereunder, except for its own negligence or willful misconduct.

SECTION 6.03. Fees, Charges and Expenses of Trustee. The Trustee shall be paid and reimbursed by the Authority for reasonable fees for its servic es rendered hereunder and all advances (with interest on such advances at the maximum rate allowed by law), counsel fees (including expenses) and other expenses reason ably and necessarily made or incurred by the Trustee in connection with such services. Upon the occurrence of an Event of Default hereunder, but only upon an Event of Default, the Trustee shall have a first lien with right of payment prior

35 to payment of any Bond upon the amounts held hereunder for the foregoing fees, charges and expenses incurred by it. When the Trustee incu rs expenses or renders services after the occurrence of an Event of Default, such expens es and the compensation for such services are intended to constitute expenses of admini stration under any federa l or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

SECTION 6.04. Notice to Owners of Default. If an Event of Default hereunder or under the Lease occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in Section 6. 02(k) hereof, then the Tr ustee shall, within 30 days of the receipt of such notice, give written notice thereof by first class mail to the Owner of each such Bond, unless such Event of Default sha ll have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure by the Authority to make any 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 Owners not to give such notice.

SECTION 6.05. Intervention by Trustee. In any judicial proceeding to which the Authority or the City is a party that, in th e opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of any of the Bonds, the Trustee may intervene on behalf of such Owners, and subject to Section 6.02(c), shall do so if re quested in writing by the Owners of at least 25% in aggregate principal amount of such Bonds then Outstanding.

SECTION 6.06. Removal of Trustee. The Trustee may be removed at any time by an instrument or concurrent instruments in writing, filed with the Trustee and signed by the Owners of a majority in aggregate prin cipal amount of the Outstanding Bonds. The Authority may also remove the Trustee at any time upon 30 days’ notice, except during the existence of an Event of Default. The Trustee may be removed at any time for any breach of the Trustee’s duties set forth herein.

SECTION 6.07. Resignation by Trustee. The Trustee and any successor Trustee may at any time give written notice of its intention to resign as Trustee hereunder, such notice to be given to the Authority and the City by registered or certified mail. Upon receiving such notice of resignation, the Authority shall promptly appoi nt a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the Authority shall cause notice thereof to be give n by first class mail, postage prepaid, to the Owners at their respective addresses set forth on the Registration Books.

SECTION 6.08. Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 6.06 or 6.07, respectively, the Authority shall promptly appoint a successor Trustee. In the event the Authority shall for any reason whatsoever fail to appoint a successor Trustee within 60 days following the delivery to the Trustee of the instrument described in Section 6.06 or within 60 days following the receipt of notice by the Authority pursuant to Section 6.07, the Trustee ma y, at the expense of the Authority, apply to a court of competent jurisdiction for the appoi ntment of a successor Trustee meeting the requirements of Section 6.01. Any such successor Trustee appointed by such court shall become

36 the successor Trustee hereunde r notwithstanding any action by the Authority purporting to appoint a successor Trustee following the expiration of such 60-day period.

SECTION 6.09. Merger or Consolidation. Any company 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 to which the Trustee may sell or transfer all or substantially all of its corporate trus t business, provided that such company shall meet the requirements set fo rth in Section 6.01, 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 6.10. Concerning any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting su ch appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall beco me fully vested with all the estates, properties, rights, power s, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the Request of the Authority, or of the Trustee’s successor, execute and deliver an instrument transferring to su ch 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. Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powe rs and duties hereby vested or intended to be vested in the predecessor Trustee, any and all su ch instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority.

SECTION 6.11. Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any ju risdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Tr ustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action that may be desirable or necessary in connection therewith, it may be necessary that the Trustee or the Authority appoint an additional individual or institution as a separate trustee or co-trustee. The following provisions of this Section are adopted to these ends.

If the Trustee or the Author ity appoints an additional indi vidual or institution as a separate trustee or co-trustee, each and every remedy, power, ri ght, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or c onveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate trust ee or co-trustee but only to the extent necessary to enable such separate trustee or co-trustee to exercise such powers, rights and remedi es, and every covenant and obligation necessary to the exercise thereof by such separate trustee or co-trustee shall run to and be enforceable by either of them.

37 Should any instrument in writing from the Aut hority be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly ves ting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. In case any separate trustee or co-trustee, or a successor to eith er, shall become incap able of acting, shall resign or shall be removed, al l the estates, properties, righ ts, powers, trusts, duties and obligations of such separate trustee or co-trustee , so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee.

SECTION 6.12. Indemnification; Limite d Liability of Trustee. The Authority further covenants and agrees, to the extent permitted by law, to indemnify and save the Trustee and its officers, directors, agents and employees , harmless against any loss, expense, action, suit, claim, judgment and liabilities arising out of or in the exercise and performance of its powers and duties hereunder and under the Site Lease and th e Lease, including the costs and expenses of defending against any claim of liability and fees and expenses of its attorneys, but excluding any and all losses, expenses and liabilities that are due to the negligence or willful misconduct of the Trustee, its officers, directors or employees. No provision in this Indenture shall require the Trustee to risk or expend its own funds or othe rwise incur any financial liability hereunder. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of the Owners of at least 25% in a ggregate principal amount of Bonds Outstanding relating to the time, method and place of conduc ting any proceeding or remedy available to the Trustee under this Indenture or exercising any power confe rred upon the Trustee under this Indenture. The obligations of the Authority under this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee under this Indenture.

ARTICLE VII

MODIFICATION AND AMENDMENT OF THE INDENTURE
SECTION 7.01. Amendment. This Indenture and the ri ghts and obligations of the Authority, the Owners of Bonds of a Series ma y be modified or amended at any time by a Supplemental Indenture, which shall become binding to the extent permitted by law upon adoption, without consent of any Owner, but only for any one or more of the following purposes:
(a) to issue Additional Bonds in accordance with Section 3.07 hereof; (b) to add to the covenants and agreements of the Authority in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Authority so long as such limitation or surrender of such rights or powers shall not materially adversely affect the applicable Owners; (c) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision c ontained in this Indent ure, or in any other respect whatsoever as the Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not materially adversely affect the interests of the applicable Owners in the reasonable judgment of the Authority;

38 (d) to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes under the Code, if applicable; or
(e) for any other purpose that does not materially adversely affect the interests of the Owners.

Except as set forth in the preceding paragrap h of this Section, this Indenture and the rights and obligations of the Authority and of the Owners may only be modified or amended at any time by a Supplemental Indenture, which sha ll become binding when the written consent of the Owners of a majority in aggregate principa l amount of the affected Bonds then Outstanding are filed with the Trustee. No such modificatio n or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or othe rwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner, (b) reduce the percentage of Bond s required for the written consent to any such amendment or modification, or (c) modify any of the rights or obligations of the Trustee without its written consent thereto.

SECTION 7.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accord ance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Outstanding Bonds, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all th e terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Prior to entering into any S upplemental Indenture pursuant to this Section, the Authority shall deliver to the Trustee an opinion of Bond Counsel to the effect that such Supplemental Indenture has been adopted in accordance with the requirements of this Indenture.

SECTION 7.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as herein above provided, the Authority may determine that the Bonds shall bear a notation, by endorsement in form approved by the Authority, as to such action, and in that case upon demand of the Owner at such effective date and presentation of such Bond for that purpose at the Trust Office of the Trustee, a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such Owners’ action shall be prepared and executed, a nd in that case upon demand of the Own er at such effective date such new Bonds shall be exchanged at the Trust Office of the Trustee, without cost to each Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF OWNERS
SECTION 8.01. Events of Default. The following events shall be Events of Default hereunder:

39 (a) Default in the due and punctual payment of the principal of or premium on any Bond when and as the same shall become due a nd payable, whether at maturity as therein expressed, or by proceedings for redemption.
(b) Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable. (c) Any Event of Default (as defined in th e Lease) shall have occurred and be continuing.
(d) Failure by the Authority to observe and perform any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than as referred to in the preceding clauses (a) and (b), for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied ha s been given to the Authority by the Trustee, or to the Authority and the Trustee by the Owners of not less than 50% in aggregate principal amount of the Outstanding Bonds; provided, that if such default is such that it cannot be corrected within the applicable period, it shall no t constitute an Event of Default if corrective action is instituted by the Authority within the a pplicable period and diligently pursued until the default is corrected, which period shall not be longer than sixty (60) days from the date of written notice specifying the failure.
(e) The filing by the Authority of a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable la w of the United States of America, or if a court of competent jurisdicti on shall approve a petition, filed with or without the consent of the Authority, s eeking reorganization under the Federal bankr uptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property.

SECTION 8.02. Remedies; No Acceleration. Upon the occurrence of an Event of Default the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Authorit y or any member, officer or employee thereof, to compel the Authority or any such member, of ficer or employee to perform a nd carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him contained herein or in the Lease;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or
(c) by suit in equity upon the happening of an Event of Defau lt to require the Authority and its members, officers and employees to account as the trustee of an express trust.

If an Event of Default shall have occurred and be continuing and if requested so to do by the Owners of a majority in aggregate principa l amount of Outstanding Bonds and indemnified as provided in Section 6.02(c), the Trustee shall be obligated to exer cise such one or more of the

40 rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners.

No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or the Owners hereunder or now or hereafter existing at law or in equity.

No delay or omission to exer cise any right or power accru ing upon any Event of Default shall impair any such right or pow er or shall be construed to be a waiver or any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient.

The Trustee shall have no right to declare the principal of or interest on the Bonds to be due and payable immediately.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of a ny 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 Owners so affected.

SECTION 8.03. Application of Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture shall be applied by the Trustee in the following order of priority:

First, to the payment of the fees, costs and expenses of the Trustee, including reasonable compensation to its agents, attorneys and counsel; Second, to the payment of the whole amount of interest on a nd principal of the Bonds of the applicable Series then due and unpaid, with interest on overdue installments of principal and interest to the extent perm itted by law at the lesser of 12% per annum or the maximum rate permitted by law; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest , ratably to the aggreg ate of such principal and interest.

SECTION 8.04. Power of Trustee to Control Proceedings. If the Trustee, upon the happening of an Event of Defau lt, shall have taken any action, by judicial proceedings or otherwise, pursuant to its du ties hereunder, whether upon its ow n discretion or upon the request of the Owners of at least a majority in aggregate principa l amount of the Bonds then Outstanding, it shall have full power, in the exercise of its discretion for th e best interests of the Owners of the Bonds, with respect to the contin uance, discontinuance, withdrawal, compromise, settlement or other disp osal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, comp romise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed

41 with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation and if the Trustee is indemnified as provided in Section 6.02(c). Any suit, action or proceeding which any Owner shall ha ve the right to bring to enforce any right or remedy hereunder may be brought by the Trustee fo r the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners issued hereunder by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney -in-fact of the respective Owners for the purpose of bringing any such suit, action or proceeding a nd to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact.

SECTION 8.05. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer.

SECTION 8.06. Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee or any Owners shall not affect a ny subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner to exerci se any right or power accruing upon any default shall impair any such right or pow er or shall be constr ued to be a waiver of any such default or an acquiescence therein; and every power and remedy conferre d upon the Trustee or Owners by the Bond Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Owners, as the case may be.

SECTION 8.07. Rights of Owners. No Owner shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to th e Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written requ est upon the Trustee to exercise the powers hereinbefore granted or to inst itute such action, suit or pro ceeding in its own name; (c) such Owners shall have tendered to the Trustee indemn ity acceptable to the Trus tee against the costs, expenses and liabilities to be incurred in complia nce with such request; and (d) the Trustee shall have refused or omitted to comply with such reque st for a period of 60 days after such written request shall have been received by, and such tende r 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 preced ent to the exercise by any Owner of any remedy hereunder; it being under stood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to en force any right under this Indenture, except in the manner herein provided, and th at all proceedings at law or in equity to enforce any provision of this Indenture shall be inst ituted, had and maintained in the manner herein provided and for the equal benefit of all Owners.

42 The right of any Owner to receive payment of the principal of and interest and premium (if any) on such Bond as herein provided or to institute suit fo r the enforcement of any such payment, shall not be impaired or affected wit hout the written cons ent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.

SECTION 8.08. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this In denture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property s ubject to this Indenture, and all ri ghts, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

ARTICLE IX

MISCELLANEOUS
SECTION 9.01. Limited Liability of Authority. Notwithstanding anything in this Indenture contained, the Author ity shall not be requi red to advance any m oneys derived from any source of income other than the Revenues for the payment of the princi pal of or interest on the Bonds, or any premiums upon the redempti on thereof, or for the performance of any covenants herein contained (except to the exte nt any such covenants are expressly payable hereunder from the Revenues or otherwise fr om amounts payable under the Lease). The Authority may, however advan ce funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness.

The Bonds shall be revenue bonds, payable exclusively from the Revenues and other funds as in this Indenture provided. The general fund of the Authority is not liable, and the full faith and credit of the Authority is not pledged, fo r the payment of the interest and premiums (if any) on or principal of the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the propert y of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in this Indenture.

The Owners shall never have the right to compel the forfeiture of any property of the Authority except the Revenues and other funds pledged to the payment of th e Bonds as provided in this Indenture. The principal of and interest on the Bonds, and any premiums upon the redemption of any thereof, shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or upon any of its in come, receipts or revenues except the Revenues and other funds (other than amounts on deposit in the Rebate Fund) pl edged to the payment thereof as provided in this Indenture.

SECTION 9.02. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Authority, the Trustee, the City and the Owners, any right, remedy or clai m under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Trustee, the City and the Owners.

43 SECTION 9.03. Defeasance; Discharge of Indenture. If the Authority shall pay and discharge any or all of the Outstanding Bonds in any one or more of the following ways:
(a) by well and truly paying or cau sing to be paid the principal of and interest and premiums (if any) on such Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums (if any); or (c) by irrevocably depositing with the Trustee or an escrow agent, in trust pursuant to an escrow deposit agreement, Defeasance Securitie s in such amount as an Independent Certified Public Accountant shall determine in a written report acceptable to the Authority in form and substance, and addressed, to the Authority and the Trustee, filed with the Trustee (upon which report the Trustee may conclusively rely) will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture, be fully sufficient to pa y and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates;
and delivering an opinion of Bond Counsel acceptabl e to the Authority in form and substance, and addressed, to the Authority and the Trustee to the effect that the Bonds are no longer Outstanding under the Indenture, an d if such Bonds are to be re deemed prior to the maturity thereof notice of such redemption shall have been mailed pursuant to Section 2.03(d) or provision satisfactory to the Trustee shall have been made for the mailing of such notice, then, at the Request of the Authority, a nd notwithstanding that any of such Bonds shall not have been surrendered for payment, the pledge of the Re venues and other funds provided for in this Indenture with respect to such Bonds, and all other pecuniary ob ligations of the Authority under this Indenture with respect to all such Bonds, shall cease and terminate, except only the obligation of the Authority to pay or cause to be paid to the Own ers not so surrendered and paid all sums due thereon from amounts set aside fo r such purpose as aforesaid, and all amounts due the Trustee. Any funds held by the Trustee following any payment or discharge of the Outstanding Bonds pursuant to this Section, whic h are not required for such purposes, shall after payment of amounts due the Truste e hereunder be paid over to the Authority for use by the Authority for any lawful purpose.

SECTION 9.04. Successor is Deemed Included in All References to Predecessor.

Whenever in this Indenture or any Supplemental I ndenture the Authority is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions, with respect to the management, administration and cont rol of the affairs of the Authority, that are presently vested in the Authorit y, and all the covenant s, agreements and provisions contained in this Indenture by or on behalf of the Authority shall bind and inure to the benefit of its successors whether so expressed or not.

44 SECTION 9.05. Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture except the certificate of destruction pursuant to Section 9.10 shall include (a) a statement that the person or persons making or giving such certificate or opini on have read such covenant or conditions and the definitions herein relating th ereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such co venant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with.

Any such certificate made or given by an o fficer of the Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be ba sed, as aforesaid, are erroneou s, or in the exercise of reasonable care should have known that the same were erroneous . Any such certificate or opinion or representation made or given by counse l may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the Authority, or upon the certificate or opinion of or representations by an officer or officers of th e Authority, unless such counsel knows that the certificat e or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

SECTION 9.06. Execution of Documents by Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Owners in person or by their agent or ag ents duly appointed in writing. Proof of the execution of any such request, consent or other in strument or of a writing appointing any such agent, shall be sufficient for any purpose of this I ndenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section.

The fact and date of the ex ecution by any person of any su ch request, consent or other instrument or writing may be proved by the affida vit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying th at the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof.

The ownership of Bonds shall be proved by the Registration Books. Any request, consent or vote of the Owner shall bind every fu ture Owner with respect to the same Bond and the Owner with respect to any Bond issued in excha nge therefor or in lieu thereof, in respect of anything done or suffered to be done by the Tr ustee or the Authority in pursuance of such request, consent or vote. In lieu of obtaining any demand, request , direction, consent or waiver in writing, the Trustee may call and hold a m eeting of the Owners upon such notice and in accordance with such rules and obligations as the Trustee considers fair and reasonable for the purpose of obtaining any such action.

45 SECTION 9.07. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, unless all Bonds are then so owned, Bonds that are owned or held by or for the acc ount of the City or the Authority (but excluding Bonds held in any employees’ retirement fund) shall be disreg arded and deemed not to be Outstanding for the purpose of any such determination; provided, however, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned or held shall be disregarded.

Upon request of the Trustee, the Authority and the City shall sp ecify in a certificate to the Trustee those Bonds disqualified pu rsuant to this Section and the Trustee may conclusively rely on such certificate.

SECTION 9.08. Waiver of Personal Liability. No official, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the interest on or principal of the Bonds; but nothing herein contained shall relieve any such official, officer, agent or employee from the performance of any official duty provided by law.

SECTION 9.09. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the Authority (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereo f, shall be null and void and shall be deemed separable from the remaining covenants and agr eements or portions thereof and shall in no way affect the validity of this Indenture or of th e Bonds; but the Owners sha ll retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law.

SECTION 9.10. Destruction of Canceled Bonds. Whenever in this Indenture provision is made for the surrende r of any Bonds which have been paid or canceled pursuant to the provisions of this Indent ure, the Trustee shall cancel and destroy such Bonds and upon Request of the Authority furnish to the Authority a certificate of such destruction.

SECTION 9.11. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by th e Authority or the Trustee may be established and maintained in the accounting records of the Authority or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to al l such funds and accounts held by the Authority shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee shall be at all times maintained in accordance with corporate trust industry practices; in each case with due regard for the protection of the security of the Bonds and the rights of every Owner thereof.

SECTION 9.12. Payment on Business Days. Whenever in this Indenture any amount is required to be paid on a day that is not a Business Day, such payment shall be required to be made, without accruing additional interest th ereby, on the Business Da y immediately following such day.

46 SECTION 9.13. Notices. All notices, requests and other communications provided for hereunder shall be in electronic, telephonic or writt en form and shall be given to the party to whom sent, addressed to it, at its address or other address or telephone , number telecopier as such party may hereafter specify for the purpose by notice to the ot her parties set forth below.

Each such notice, request or communication sh all be effective (i) if given by telephone, telecopier or other electronic means, when such communication is transmitted to the address specified below and any appropriate answerback or confirmation is recei ved, (ii) if given by certified or registered mail, re turn receipt requested, on the da te of receipt appearing on the return postal receipt for notices given by certified or register ed mail, (iii) if given by hand delivery, when delivered at the address specified below:

If to the Authority: Santa Clarita Public Financing Authority c/o City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, California 91355
Attention: Deputy City Manager/Director of
Administrative Services
661-255-4925
If to the City: City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, California 91355
Attention: Deputy City Manager/Director of
Administrative Services
661-255-4925
If to the Trustee: The Bank of Ne w York Mellon Trust Company, N.A. 400 S. Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Trust Department
Reference: City of Santa Clarita 2016A LRB
213-630-6465
The Authority and the Trustee may designate an y further or different addresses to which subsequent notices, certificates or other communications shall be sent.

SECTION 9.14. Unclaimed Moneys. Anything in this Inde nture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds that remain unclaimed for two years af ter the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee at such date, or for two years after the date of deposit of such moneys if deposited with the Trust ee after such date when such Bonds become due and payable, shall be repaid by the Trustee to the Authority, as its ab solute property and free from trust, and the Trustee shall thereupon be releas ed and discharged with respect thereto and the Owners shall look only to the Authority for the payment of such Bonds; provided, however, that before being required to make any such payment to the Authorit y, the Trustee shall, at the written request and expense of the Authority, cause to be mailed to the Owners, at their respective addresses

47 appearing on the Registration Books, a notice that such moneys remain unclaimed and that, after a date named in such notice, which date shall not be less than 30 days after the date of mailing of such notice, the balance of such moneys then unclaimed will be returned to the Authority.

SECTION 9.15. Governing Law. This Indenture shall be construed a nd governed in accordance with the laws of the State of California.

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EXHIBIT A

[FORM OF BOND]

UNLESS THIS BOND IS PRES ENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE) TO

THE TRUSTEE FOR REGISTRATION OF T RANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO

SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITO RY), ANY TRANSFER, PLEDGE, OR

OTHER USE HEREOF FOR VALUE OR OT HERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. ___ $_________

SANTA CLARITA PUBLIC FINANCING AUTHORITY

LEASE REVENUE REFUNDING BOND
(GOLDEN VALLEY ROAD)
SERIES 2016A

RATE OF INTEREST:

MATURITY DATE: DATED DATE: CUSIP:
____%
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT:

The SANTA CLARITA PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the la ws of the State of California (the “Authority”), for value received, hereby promises to pay (but only out of the Revenues, as defined in the Indenture hereinafter referred to, and certain other moneys) to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above or any earlier redemption date, the Principal Amount identified a bove in lawful money of the United States of America; and to pay interest ther eon at the Rate of Interest id entified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is au thenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment Date, in which case it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to November 15, 2016, in which event it shall bear interest from th e Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest hereon has

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previously been paid or made available fo r payment), payable semiannually on June 1 and December 1 in each year, commencing December 1, 2016 (the “Interest Pa yment Dates”) until payment of such Principal Amount in full. The Principal Amount hereof is payable by check or wire upon presentation hereof upon maturity or ear lier redemption at the designated corporate trust office (the “Trust Office”) of The Bank of New York Mellon Tr ust Company, N.A., as trustee (the “Trustee”). Interest hereon is pa yable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the registration books of the Tr ustee as of the fifteenth (15 th)
calendar day of the month preceding such Interest Payment Date (except that in the case of a Registered Owner of at leas t $1,000,000 in aggregate principal amount of Outstanding Bonds, such payment may, at such Registered Owner’s option, be made by wire transfer of immediately available funds to an account located in the United States in accordance with written instructions provided by such Registered Owner prior to th e fifteenth calendar day of the month preceding such Interest Payment Date).

This Bond is one of a duly authorized issu e of bonds of the Authority designated the “Santa Clarita Public Financing Authority Lease Revenue Refunding Bonds (Golden Valley Road), Series 2016A” (herein, the “Bonds”), in an aggregate princi pal amount of $10,320,000 issued under an Indenture, dated as of June 1, 2016 (the “Indenture”), by and between the Authority and the Trustee. Reference is here by made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights a nd obligations of the Au thority thereunder; and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner hereof, a nd to all of the provisions of which Indenture the Registered Owner hereof, by acceptance hereof, assents and agrees.

The Bonds are authorized to be issued pursu ant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Artic le 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Act”). The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Re venues as provided in the Indenture. All of the Bonds are equally secured by a pl edge of, and charge and lien upon, all of the Revenues (other than deposits to the Rebate Fund created by the Indenture), and the Revenues (other than deposits to the Rebate Fund created by the Indentur e) constitute a trust fund for the security and payment of the principal of and interest on the Bonds. The full faith and credit of the Authority are not pledged for the paym ent of the principal of or interest or premium (if any) on the Bonds.

The Bonds are not secure d by a legal or equitable pledge of , or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture.

The Bonds have been issued for the purpose of refinancing certain capital improvements for the City. The Authority and the City have entered into a Lease Agreement, dated as of June 1, 2016 (the “Lease”), under which the C ity is obligated to pay amounts which are anticipated to be sufficient to enable the Authority to pay the principal of and interest on the Bonds.

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The Bonds are subject to redemption prior to their maturity as provided in the Indenture.

The Bonds are subject to redemption prior to their respective maturity dates, upon notice as provided in the Indenture, as a whole or in part on any date, fr om prepayments of Base Rental Payments made by the City pursuant to the Lease from funds received by the City due to a taking of the Leased Property or any portion thereof under the power of eminent domain or from insurance proceeds received by the City due to damage to or dest ruction of the Leased Property or any portion thereof, under the circumstances and upon the conditions and terms prescribed in the Indenture and in the Lease. Redemption of Bonds pursuant to this paragraph shall be made at a redemption price equal to the sum of the principal of the B onds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium.

The Bonds may be issued in denominations of $5,000 or any integral multiple thereof.

Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, this Bond may be exchanged at the Trust Office of th e Trustee for a like aggregate principal amount, interest rate and maturity of fully registered Bonds of other authorized denominations.

This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transf er a new fully registered Bond or Bonds, of Authorized Denomination or Denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary. The Trustee shall not be required to register the transfer or exchange of any B ond during the period in which the Trustee is selecting Bonds for redemption or any Bond selected for redemption.

The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of the Trustee may be modified or am ended from time to time and at any time in the manner, to the extent, and upon the terms provide d in the Indenture; provided that no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Au thority to pay the principal, interest or premiums at the time and place and at the rate and in the currency provide d therein of any Bond without the express written cons ent of the owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture.

It is hereby certified that all things, conditio ns and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in du e time, form and manner as required by the Constitution and statutes of the State of Californi a and by the Act (as such term is defined on the reverse side hereof) and the amou nt of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act.

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

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IN WITNESS WHEREOF, the Authority has caused this Bond to be executed in its name and on its behalf by the manual signatures of its Chair and Secretary as of the Dated Date identified above.

SANTA CLARITA PUBLIC FINANCING

AUTHORITY

By
Chair
ATTEST:

___________________________
Secretary

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture and registered on the Bond Registration Books.

Dated: __________, 20__

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By
Authorized Officer

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ASSIGNMENT
For value received the undersigned do(es) here by sell, assign and transfer unto ________ ______________________________________________________________________________ _____________________________, whose tax identification number is ________, the within- mentioned registered Bond and hereby irrevo cably constitute(s) and appoint(s) _____________ ______________________________________________________ attorney to transfer the same on the books of the Trustee with full power of substitution in the premises.

Dated:

42249543.3 B-1

EXHIBIT B

FORM OF COSTS OF ISSUANCE REQUISITION
REQUISITION NO. __

with reference to

$10,320,000
Santa Clarita Public Financing Authority
Lease Revenue Refunding Bonds
(Golden Valley Road)
Series 2016A

I. The Santa Clarita Public Financing Au thority (the “Authority”) hereby requests The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), pursuant to that certain Indenture, dated as of June 1, 2016 (the “Indenture”), by and between the Authority and the Trustee, under the terms of which the Authority has issued its Lease Revenue Refunding Bonds (Golden Valley Road), Series 2016A, to pay from the moneys in the Costs of Issuance Fund established pursuant to the Indenture, the amounts shown on Schedule I attached hereto to the parties indicated in Schedule I.

II. The payees, the purposes for which the costs have been incurred, and the amount of the disbursements requested are itemized on Schedule I hereto.

III. Each obligation mentioned in Schedule I hereto has been properly incurred and is a proper charge against the Costs of Issuance F und. None of the items for which payment is requested has been reimbursed previously from the Costs of Issuance Fund.

Dated: ________, 20__

SANTA CLARITA PUBLIC FINANCING

AUTHORITY

By
Title:

C-1

EXHIBIT C

FORM OF NET PROCEEDS REQUISITION
REQUISITION NO. __ (to be numbered sequentially)

with reference to

$10,320,000
Santa Clarita Public Financing Authority
Lease Revenue Refunding Bonds
(Golden Valley Road)
Series 2016A

I. The Santa Clarita Public Financing Au thority (the “Authority”) hereby requests The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), pursuant to that certain Indenture, dated as of June 1, 2016 (the “Indenture”), by and between the Authority and the Trustee, under the terms of which the Authority has issued its Lease Revenue Refunding Bonds (Golden Valley Road), Series 2016A, to pay from the moneys in the Insurance and Condemnation Fund established pursuant to th e Indenture, the amounts shown on Schedule I attached hereto to the parties indicated in Schedule I.

II. The payees, the purposes for which the costs have been incurred, and the amount of the disbursements requested are itemized on Schedule I hereto.

III. Each obligation mentioned in Schedule I hereto has been properly incurred and is a proper charge against the Insurance and Conde mnation Fund. None of the items for which payment is requested has been reimbursed prev iously from the Insurance and Condemnation Fund.

IV. There has not been filed with or serv ed upon the City or the Authority a stop notice or any other notice of a ny lien, right to lien or attach ment upon, or claim affecting the right to receive payment of, any of the mone y payable to the person[ s] named on Schedule I hereto which has not been released or will not be released simultaneously with the payment of such obligation, other than liens accruing by mere operation of law.

Dated: ________, 20__

SANTA CLARITA PUBLIC FINANCING

AUTHORITY

By
Title:

Santa Clarita City CouncilSeptember 27, 2022

Santa Clarita City Council
September 27, 2022