Sunnyvale City Council
October 21, 2025

Agenda draft

INDENTURE OF TRUST
Dated as of November 1, 2025
between
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
and the

SUNNYVALE FINANCING AUTHORITY
Authorizing the Issuance of
Attachment 4

$[Principal Amount]
Sunnyvale Financing Authority
Solid Waste Revenue Bonds, Series 2025

Attachment 4

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TABLE OF CONTENTS

ARTICLE I:

DEFINITIONS; RULES OF CONSTRUCTION:

SECTION 1.01. Definitions ................................ ................................ ................................ ........... 3 SECTION 1.02. Authorization ................................ ................................ ................................ ....... 3 SECTION 1.03. Interpretation ................................ ................................ ................................ ...... 3 ARTICLE II:

The Series 2025 Bonds:

SECTION 2.01. Authorization of Series 2025 Bonds ................................ ................................ ..... 4 SECTION 2.02. Terms of the Series 2025 Bonds ................................ ................................ ........... 4 SECTION 2.03. Transfer and Exchange of Series 2025 Bonds; Restrictions on Transfer ................................ ................................ ................................ ............ 6 SECTION 2.04. Registration Books ................................ ................................ ............................... 7 SECTION 2.05. Form and Execution of Series 2025 Bonds ................................ ........................... 7 SECTION 2.06. Series 2025 Bonds Mutilated, Lost, Destroyed or Stolen ................................ ....... 7 SECTION 2.07. Book-Entry Only System ................................ ................................ ...................... 8 ARTICLE III:

Issuance of Series 2025 Bonds; Application of Proceeds:

SECTION 3.01. Issuance of the Series 2025 Bonds ................................ ................................ ..... 10 SECTION 3.02. Application of Proceeds of Sale of Series 2025 Bonds ................................ ........ 10 SECTION 3.03. Establishment and Application of Costs of Issuance Fund ................................ .. 11 SECTION 3.04. Improvement Fund ................................ ................................ ............................ 11 SECTION 3.05. Validity of Series 2025 Bonds ................................ ................................ ............. 12 ARTICLE IV:

Redemption of Series 2025 Bonds:

SECTION 4.01. Terms of Redemption ................................ ................................ ........................ 12 SECTION 4.02. Selection of Series 2025 Bonds for Redemption ................................ ................. 13 SECTION 4.03. Notice of Redemption; Rescission ................................ ................................ ...... 13 SECTION 4.04. Partial Redemption of Series 2025 Bonds................................ ........................... 14 SECTION 4.05. Effect of Redemption ................................ ................................ ......................... 14 ARTICLE V:

Revenues; Funds and Accounts; Payment of Principal and
Interest:

SECTION 5.01. Security for the Series 2025 Bonds; Bond Fund ................................ .................. 15 SECTION 5.02. Allocation of Revenues ................................ ................................ ...................... 16 SECTION 5.03. Application of Interest Account ................................ ................................ ......... 16 SECTION 5.04. Application of Principal Account ................................ ................................ ........ 16 SECTION 5.05. Reserved ................................ ................................ ................................ ............ 16 SECTION 5.06. Application of Redemption Fund ................................ ................................ ....... 16 SECTION 5.07. Investments ................................ ................................ ................................ ....... 17 SECTION 5.08. Valuation and Disposition of Investments ................................ .......................... 18 ARTICLE VI:

Attachment 4

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Covenants of the Authority
SECTION 6.01. Punctual Payment ................................ ................................ .............................. 19 SECTION 6.02. Extension of Payment of Series 2025 Bonds ................................ ....................... 19 SECTION 6.03. Against Encumbrances ................................ ................................ ....................... 19 SECTION 6.04. Power to Issue Series 2025 Bonds and Make Pledge and Assignment ................................ ................................ ................................ .... 19 SECTION 6.05. Accounting Records ................................ ................................ ........................... 20 SECTION 6.06. Limitation on Additional Obligations ................................ ................................ . 20 SECTION 6.07. Tax Covenants ................................ ................................ ................................ ... 20 SECTION 6.08. Enforcement of Installment Sale Agreement ................................ ...................... 21 SECTION 6.09. Waiver of Laws ................................ ................................ ................................ .. 21 SECTION 6.10. Further Assurances ................................ ................................ ............................ 21 ARTICLE VII:

Events of Default and Remedies:

SECTION 7.01. Events of Default ................................ ................................ ............................... 22 SECTION 7.02. Remedies Upon Event of Default ................................ ................................ ....... 22 SECTION 7.03. Application of Revenues and Other Funds After Default ................................ .... 23 SECTION 7.04. Trustee to Represent Series 2025 Bond Owners ................................ ................. 24 SECTION 7.05. Limitation on Series 2025 Bond Owners' Right to Sue ................................ ........ 24 SECTION 7.06. Absolute Obligation of Agency ................................ ................................ .......... 25 SECTION 7.07. Termination of Proceedings ................................ ................................ ............... 25 SECTION 7.08. Remedies Not Exclusive ................................ ................................ ..................... 25 SECTION 7.09. No Waiver of Default ................................ ................................ ......................... 25 SECTION 7.10. Notice to the Series 2025 Bond Owners of Default ................................ ............ 26 ARTICLE VIII:

The Trustee:

SECTION 8.01. Appointment of Trustee ................................ ................................ ..................... 26 SECTION 8.02. Acceptance of Trusts; Removal and Resignation of Trustee ................................ 26 SECTION 8.03. Merger or Consolidation ................................ ................................ .................... 28 SECTION 8.04. Liability of Trustee ................................ ................................ ............................. 28 SECTION 8.05. Right to Rely on Documents ................................ ................................ .............. 31 SECTION 8.06. Preservation and Inspection of Documents ................................ ........................ 31 SECTION 8.07. Compensation and Indemnification ................................ ................................ ... 31 ARTICLE IX:

Modification or Amendment Hereof:

SECTION 9.01. Amendments Permitted ................................ ................................ ..................... 32 SECTION 9.02. Effect of Supplemental Indenture ................................ ................................ ...... 34 SECTION 9.03. Endorsement of Series 2025 Bonds; Preparation of New Series 2025 Bonds ................................ ................................ ................................ .... 34 SECTION 9.04. Amendment of Particular Series 2025 Bonds ................................ ..................... 34 ARTICLE X:

Defeasance:

SECTION 10.01. Discharge of Indenture ................................ ................................ .................... 35 SECTION 10.02. Discharge of Liability on Series 2025 Bonds ................................ ..................... 35 Attachment 4

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SECTION 10.03. Deposit of Money or Securities with Trustee ................................ .................... 36 SECTION 10.04. Unclaimed Funds ................................ ................................ ............................. 37 ARTICLE XI:

Miscellaneous:

SECTION 11.01. Liability of Authority Limited to Revenues ................................ ........................ 38 SECTION 11.02. Limitation of Rights to Parties and Series 2025 Bond Owners ........................... 38 SECTION 11.03. Funds and Accounts ................................ ................................ ........................ 38 SECTION 11.04. Waiver of Notice; Requirement of Mailed Notice ................................ ............. 38 SECTION 11.05. Destruction of Series 2025 Bonds ................................ ................................ .... 39 SECTION 11.06. Severability of Invalid Provisions ................................ ................................ ...... 39 SECTION 11.07. Notices ................................ ................................ ................................ ............ 39 SECTION 11.08. Evidence of Rights of Series 2025 Bond Owners ................................ ............... 39 SECTION 11.09. Disqualified Series 2025 Bonds ................................ ................................ ........ 40 SECTION 11.10. Money Held for Particular Series 2025 Bonds ................................ ................... 41 SECTION 11.11. Waiver of Personal Liability ................................ ................................ .............. 41 SECTION 11.12. Successor Is Deemed Included in All References to Predecessor ...................... 41 SECTION 11.13. Execution in Several Counterparts ................................ ................................ .... 41 SECTION 11.14. Payment on Non-Business Day ................................ ................................ ........ 41 SECTION 11.15. Governing Law ................................ ................................ ................................ . 41

APPENDIX A DEFINITIONS
APPENDIX B FORM OF SERIES 2025 BOND

APPENDIX C FORM OF REQUISITION FROM THE IMPROVEMENT FUND

Attachment 4

INDENTURE OF TRUST

This INDENTURE OF TRUST (this “Indenture ”), dated for convenience as of November 1, 2025, is between the SUNNYVALE FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the “Authority”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, being qualified to accept and administer the trusts hereby created (the “Trustee”).

B A C K G R O U N D :

1. The City of Sunnyvale (the “City”) and the City of Mountain View entered into a New Memorandum of Understanding Among the Cities of Mountain View and Sunnyvale Relating to the Operation of a Materials Recovery and Transfer Station, dated December 22, 2021 (the “Memorandum of Understanding”).

2. The Memorandum of Understanding sets forth the contractual rights and obligations of each of the parties to the Memorandum of Understanding for the use and management of the Sunnyvale Materials Recovery and Transfer Station (the “SMaRT Station”).

3. The SMaRT Station serves as the transfer station for solid waste generated within the jurisdictions of the City and the City of Mountain View as well as, from time to time, (i) solid waste generated by other public agencies, referred to as “other Partners” in the Memorandum of Understanding and (ii) solid waste generated by other public agencies or solid waste haulers, referred to as “merchant users” in the Memorandum of Understanding.

4. Under the Memorandum of Understanding, the City is the Managing Partner, with the responsibility for the improvement, ownership and operation of the SMaRT Station.

5. The City has determined that it is necessary to finance the costs of replacing materials recovery facility equipment necessary to deliver the public services provided at the SMaRT Station (the “Improvements”).

6. The Authority has been formed for the purpose of assisting the City in the financing of public capital improvements, and in order to provide financing for the Improvements the Authority and the City have entered into an Installment Sale Agreement, dated as of November 1, 2025 (the “Installment Sale Agreement”), under Attachment 4

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which the Authority will acquire and install the Improvements and sell the completed Improvements to the City in consideration of the agreement by the City to pay the purchase price thereof in semiannual installment payments.

7. For the purpose of obtaining funds to finance the Improvements, the Authority has authorized the issuance of the Sunnyvale Financing Authority Solid Waste Revenue Bonds, Series 2025 in the aggregate principal amount of $ [Principal Amount] (the “Series 2025 Bonds”) under this Indenture and under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”).

8. The obligations of the City under the Installment Sale Agreement will be payable exclusively from the revenues of the Solid Waste System (as defined herein), and payments to be made by the City of Mountain View (“Participant Debt Service Payments”) pursuant to the Memorandum of Understanding.

9. In order to provide for the authentication and delivery of the Series 2025 Bonds, to establish and declare the terms and conditions upon which the Series 2025 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.

10. The Authority has found and determined, and hereby affirms, that all acts and proceedings required by law necessary to make the Series 2025 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 this Indenture have been in all respects duly authorized.

A G R E E M E N T :

In order to secure the payment of the principal of and the interest and redemption premium (if any) on all the Outstanding Series 2025 Bonds 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 Series 2025 Bonds 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 Series 2025 Bonds by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Authority and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Series 2025 Bonds, as follows:

Attachment 4

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ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

SECTION 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms defined in Appendix A attached to this Indenture have the respective meanings specified in that Appendix when used in this Indenture. Capitalized terms in this Indenture and not otherwise defined in this Section

1.1 have the respective meanings given them in Section 1.1 of the Installment Sale Agreement.

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

SECTION 1.03. Interpretation.

(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate.

(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.

(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

Attachment 4

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ARTICLE II

THE SERIES 2025 BONDS

SECTION 2.01. Authorization of Series 2025 Bonds. The Authority has reviewed all proceedings heretofore taken 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, happen or be performed precedent to and in connection with the issuance of the Series 2025 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now duly empowered, under each and every requirement of law, to issue the Series 2025 Bonds in the manner and form provided in this Indenture.

The Authority hereby authorizes the issuance of Series 2025 Bonds in the aggregate principal amount of $[Principal Amount] under the Bond Law for the purposes of providing funds to finance the Improvements. The Series 2025 Bonds are authorized and issued under, and are subject to the terms of, this Indenture and the Bond Law. The Series 2025 Bonds are designated the “Sunnyvale Financing Authority Solid Waste Revenue Bonds, Series 2025”.

SECTION 2.02. Terms of the Series 2025 Bonds.

The Series 2025 Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Series 2025 Bond has more than one maturity date. The Series 2025 Bonds shall mature on November 1 in each of the years and in the amounts, and bear interest (calculated on the basis of a 360- day year of twelve 30-day months) at the rates, as follows:

Attachment 4

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Maturity Date Principal Interest
(November 1) Amount Rate

Interest on the Series 2025 Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless:

(a) a Series 2025 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it will bear interest from such Interest Payment Date,

(b) a Series 2025 Bond is authenticated on or before the first Record Date, in which event interest thereon will be payable from the Closing Date, or

(c) interest on any Series 2025 Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date.

Interest is payable on each Interest Payment Date to the persons in whose names the ownership of the Series 2025 Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below.

Interest on any Series 2025 Bond which is not punctually paid or duly provided for on any Interest Payment Date is payable to the person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special Attachment 4

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record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which is given to such Owner by first -class mail not less than 10 days prior to such special record date.

The Trustee will pay interest on the Series 2025 Bonds by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owners of the Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. At the written request of the Owner of Series 2025 Bonds in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee as of any Record Date, the Trustee will pay interest on such Bonds on each succeeding Interest Payment Date by wire transfer in immediately available funds to such account of a financial institution within the United States of America as specified in such written request, which written request will remain in effect until rescinded in writing by the Owner. The Trustee will pay principal of the Bonds in lawful money of the United States of America by check of the Trustee upon presentation and surrender thereof at the Office of the Trustee.

SECTION 2.03. Transfer and Exchange of Series 2025 Bonds; Restrictions on Transfer.

(a) Transfer. Any Series 2025 Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Series 2025 Bond to the Trustee at its Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. The Trustee shall collect any tax or other governmental charge on the transfer of any Series 2025 Bonds under this Section 2.03. Whenever any Series 2025 Bond or Series 2025 Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new Series 2025 Bond or Series 2025 Bonds of like series, interest rate, maturity and aggregate principal amount. The Authority shall pay the cost of printing Series 2025 Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer of Series 2025 Bonds.

(b) Exchange. The Series 2025 Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Series 2025 Bonds of other authorized denominations and of the same series, interest rate and maturity. The Trustee shall collect any tax or other governmental charge on the exchange of any Series 2025 Bonds under this subsection (b). The Authority shall pay the cost of printing Series 2025 Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange of Series 2025 Bonds.

(c) Limitations. The Trustee may refuse to transfer or exchange, under the provisions of this Section 2.03, any Series 2025 Bonds selected by the Trustee for Attachment 4

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redemption under Article IV, or any Series 2025 Bonds during the period established by the Trustee for the selection of Series 2025 Bonds for redemption.

SECTION 2.04. Registration Books. The Trustee will keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Series 2025 Bonds, which shall upon reasonable notice as agreed to by the Trustee, be open to inspection during regular business hours by the Authority and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Series 2025 Bonds as hereinbefore provided.

SECTION 2.05. Form and Execution of Series 2025 Bonds. The Series 2025 Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, are set forth in Appendix B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

The Chairman or the Treasurer of the Authority shall execute, and the Secretary of the Authority shall attest each Series 2025 Bond. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any Series 2025 Bond ceases to be such officer before the Closing Date, such signature will nevertheless be as effective as if the officer had remained in office until the Closing Date. Any Series 2025 Bond may be signed and attested on behalf of the Authority by such persons as at the actual date of the execution of such Series 2025 Bond are the proper officers of the Authority, duly authorized to execute debt instruments on behalf of the Authority, although on the date of such Series 2025 Bond any such person was not an officer of the Authority.

Only those Series 2025 Bonds bearing a certificate of authentication in the form set forth in Appendix B, manually executed and dated by the Trustee, are valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee is conclusive evidence that such Series 2025 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

SECTION 2.06. Series 2025 Bonds Mutilated, Lost, Destroyed or Stolen If any Series 2025 Bond is mutilated, the Authority, at the expense of the Owner of such Series 2025 Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Series 2025 Bond of like tenor in exchange and substitution for the Series 2025 Bond so mutilated, but only upon surrender to the Trustee of the Series 2025 Bond so mutilated. The Trustee shall cancel every mutilated Series 2025 Bond surrendered to it and deliver such mutilated Series 2025 Bond to, or upon the order of, the Authority. If any Series 2025 Bond is lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory and if Attachment 4

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indemnity satisfactory to the Trustee is given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Series 2025 Bond of like tenor in lieu of and in substitution for the Series 2025 Bond so lost, destroyed or stolen. The Trustee may require payment of a sum not exceeding the actual cost of preparing each new Series 2025 Bond issued under this Section and of the expenses which may be incurred by the Trustee in connection therewith. Any Series 2025 Bond issued under the provisions of this Section in lieu of any Series 2025 Bond alleged to be lost, destroyed or stolen will constitute an original additional contractual obligation on the part of the Authority whether or not the Series 2025 Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Series 2025 Bonds issued under this Indenture.

Notwithstanding any other provision of this Section 2.07, in lieu of delivering a new Series 2025 Bond for which principal has become due for a Series 2025 Bond which has been mutilated, lost, destroyed or stolen, the Trustee may make payment of such Series 2025 Bond in accordance with its terms upon receipt of indemnity satisfactory to the Trustee.

SECTION 2.07. Book-Entry Only System

(a) Original Delivery . The Series 2025 Bonds will be initially delivered in the form of a separate single fully registered bond (which may be typewritten) for each maturity of the Series 2025 Bonds. Upon initial delivery, the Trustee shall register the ownership of each Series 2025 Bond on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Series 2025 Bonds shall be registered in the name of the Nominee on the Registration Books.

With respect to Series 2025 Bonds the ownership of which shall be registered in the name of the Nominee, the Authority and the Trustee has no responsibility or obligation to any Depository System Participant or to any person on behalf of which the Nominee holds an interest in the Series 2025 Bonds. Without limiting the generality of the immediately preceding sentence, the Authority and the Trustee has no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Series 2025 Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Series 2025 Bond Owner as shown in the Registration Books, of any notice with respect to the Series 2025 Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Series 2025 Bonds to be redeemed if the Authority elects to redeem the Series 2025 Bonds in par t, (iv) the payment to any Depository System Participant or any other person, other than a Series 2025 Bond Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Series 2025 Bonds or (v) any consent given Attachment 4

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or other action taken by the Depository as Owner of the Series 2025 Bonds. The Authority and the Trustee may treat and consider the person in whose name each Series 2025 Bond is registered as the absolute owner of such Series 2025 Bond for the purpose of payment of principal of and premium, if any, and interest on such Series 2025 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2025 Bond, for the purpose of registering transfers of ownership of such Series 2025 Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and the interest and premium, if any, on the Series 2025 Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Series 2025 Bonds to the extent of the sum or sums so paid. No person other than a Series 2025 Bond Owner shall receive a Series 2025 Bond evidencing the obligation of the Authority to make payments of principal, interest and premium, if any, under this Indenture. Upon delivery by the Depository to the Authority of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Authority shall promptly deliver a copy of the same to the Trustee.

(b) Representation Letter . In order to qualify the Series 2025 Bonds for the Depository’s book -entry system, the Authority shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Series 2025 Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Series 2025 Bonds other than the Series 2025 Bond Owners. Upon the written acceptance by the Trustee, the Trustee shall agree to take all action reasonably necessary for all representations of the Trustee in such letter with respect to the Trustee to at all times be complied with. In addition to the execution and delivery of such letter, the Authority may take any other actions, not inconsistent with this Indenture, to qualify the Series 2025 Bonds for the Depository’s book-entry program.

(c) Transfers Outside Book-Entry System. If either (i) the Depository determines not to continue to act as Depository for the Series 2025 Bonds, or (ii) the Authority determines to terminate the Depository as such, then the Authority shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the Authority and the Trustee in the issuance of replacement Series 2025 Bonds by providing the Trustee with a list showing the interests of the Deposito ry System Participants in the Series 2025 Bonds, and by surrendering the Series 2025 Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Series 2025 Bonds are to be issued. The Depository, by accepting delivery of the Series 2025 Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the Authority fails to identify Attachment 4

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another Securities Depository to replace the Depository, then the Series 2025 Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Series 2025 Bonds shall designate, in accordance with the provisions hereof.

If the Authority determines that it is in the best interests of the beneficial owners of the Series 2025 Bonds that they be able to obtain certificated Series 2025 Bonds, the Authority may notify the Depository System Participants of the availability of such certificated Series 2025 Bonds through the Depository. In such event, the Trustee will issue, transfer and exchange Series 2025 Bonds as required by the Depository and others in appropriate amounts; and whenever the Depository requests, the Trustee and the Authority shall cooperate with the Depository in taking appropriate action (y) to make available one or more separate certificates evidencing the Series 2025 Bonds to any Depository System Participant having Series 2025 Bonds credited to its account with the Depository, or (z) to arrange for another Securities Depository to maintain custody of a single certificate evidencing such Series 2025 Series 2025 Bonds, all at the Authority’s expense.

(d) Payments to the Nominee . Notwithstanding any other provision of this Indenture to the contrary, so long as any Series 2025 Bond is registered in the name of the Nominee, all payments with respect to principal of and interest and premium, if any, on such Series 2025 Bond and all notices with respect to such Series 2025 Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository.

ARTICLE III

ISSUANCE OF SERIES 2025 BONDS; APPLICATION

OF PROCEEDS

SECTION 3.01. Issuance of the Series 2025 Bonds. At any time after the execution of this Indenture, the Authority may execute and the Trustee shall authenticate and, upon the Written Request of the Authority, deliver the Series 2025 Bonds to the Original Purchaser.

SECTION 3.02. Application of Proceeds of Sale of Series 2025 Bonds. Upon the receipt of the purchase price for the Bonds ($_______) on the Closing Date, which purchase price is equal to the initial principal amount of the Series 2025 Bonds, plus an original issue premium of $______, and less and underwriter’s discount of $_____, the Trustee shall apply the proceeds of sale thereof as follows:

Attachment 4

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(a) The Trustee will deposit the amount of $ _______ in the Costs of Issuance Fund.

(b) The Trustee will deposit the amount of $ ________, in the Improvement Fund.

The Trustee may establish and maintain a temporary account to facilitate and record such deposits and transfers.

SECTION 3.03. Establishment and Application of Costs of Issuance Fund . The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Costs of Issuance Fund” into which the Trustee shall deposit a portion of the proceeds of sale of the Series 2025 Bonds under Section 3.02(a). The Trustee shall disburse amounts in the Costs of Issuance Fund from time to time to pay the Costs of Issuance upon submission of a Written Requisition of the Authority stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. The Trustee may conclusively rely on such Written Requisitions and shall be fully protected in relying thereon. All such payments shall be made by check or wire transfer in accordance with payment instructions contained in the Written Requisition or in any invoice attached thereto, and the Trustee has no duty or obligation to authenticate such payment instructions or the authorization thereof. On March 1, 2026, or upon the earlier Written Request of the Authority, the Trustee shall transfer all amounts remaining in the Costs of Issuance Fund to the Improvement Fund, and shall thereupon close the Costs of Issuance Fund.

SECTION 3.04. Improvement Fund . The Trustee will establish and maintain a separate fund to be known as the “ Improvement Fund”. Except as otherwise provided herein, moneys in the Improvement Fund will be used solely for the payment of the Improvements Costs. The Trustee will disburse moneys in the Improvement Fund from time to time to pay Improvements Costs (or to reimburse the City for payment of Improvements Costs) in accordance with Written Requisitions filed by the City with the Trustee in substantially the form of Appendix C . Each such Written Requisition must state, with respect to each payment to be made thereby, (i) the name and address of the firm or corporation to whom payment is to be made, (ii) the amount and purpose of the payment and (iii) that each payment constitutes a Improvements Cost. Each Written Requisition must be accompanied by an invoice or statement evidencing each payment to be made thereunder. All such payments shall be made by check or wire transfer in accordance with payment instructions contained in the Written Requisition or in any invoice attached thereto, and the Trustee has no duty or obligation to authenticate such payment instructions or the authorization thereof. The Trustee has no responsibility for payments made in accordance with this Section 3.04. The City shall maintain accurate records showing all disbursements from the Improvement Fund.

Attachment 4

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Upon the receipt by the Trustee of a Written Certificate of the City under Section

3.6 of the Installment Sale Agreement, stating that the Improvements have been completed, the Trustee shall withdraw from the Improvement Fund and deposit in the Interest Account all amounts remaining on deposit in the Improvement Fund, other than amounts estimated by the City (as identified in such Written Certificate) to be required to pay future Improvements Costs. Upon the filing with the Trustee of a Written Certificate of the City stating that no further amounts are intended to be requisitioned from the Improvement Fund , the Trustee shall thereupon close the Improvement Fund and transfer all remaining amounts therein to the Principal Account or the Interest Account, as directed in a Written Certificate of the City . If and to the extent so directed in writing by a City Representative, the Trustee shall apply all or a portion of the amounts so transferred from the Improvement Fund to the Interest Account or the Principal Account to the prepayment of Installment Payments under Section 7.2 of the Installment Sale Agreement and the corresponding redemption of the Series 2025 Bonds under Section

4.01(a).

If an Event of Default occurs under Section 6.1(a) of the Installment Sale Agreement prior to the closure of the Improvement Fund by the Trustee, the Trustee shall transfer all amounts remaining on deposit in the Improvement Fund to the Interest Account, to be credited to the payment of the Installment Payment then in default.

SECTION 3.05. Validity of Series 2025 Bonds. The recital contained in the Series 2025 Bonds that the same are issued under the Constitution and laws of the State of California shall be conclusive evidence of their validity and of compliance with the provisions of law in their issuance.

ARTICLE IV

REDEMPTION OF SERIES 2025 BONDS

SECTION 4.01. Terms of Redemption.

(a) Optional Redemption from any Source of Available Funds . The Series 2025 Bonds are subject to redemption in whole, or in part at the Written Request of the Authority among maturities on such basis as the Authority may designate and by lot within a maturity, at the option of the Authority, on any date on or after November 1, _____, from any available source of funds, at a redemption price equal to 100% of the principal amount of the Series 2025 Bonds to be redeemed, plus accrued interest to the date of redemption, without premium.

The Authority must give the Trustee written notice of its intention to redeem Series 2025 Bonds under this subsection (a), and the manner of selecting such Series Attachment 4

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2025 Bonds for redemption from among the maturities thereof, in sufficient time to enable the Trustee to give notice of such redemption in accordance with Section 4.03.

(b) Mandatory Sinking Fund Redemption. The Series 2025 Bonds are subject to mandatory redemption in part by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on November 1 in the respective years as set forth in the following table; provided, however, that if some but not all of the Series 2025 Bonds have been redeemed under subsection (a) of this Section, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of the Series 2025 Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000 (as set forth in a schedule provided by the Authority to the Trustee).

Sinking Fund
Redemption Date
(November 1)

Principal Amount
To Be Redeemed

SECTION 4.02. Selection of Series 2025 Bonds for Redemption . Whenever provision is made in this Indenture for the redemption of less than all of the Series 2025 Bonds of a single maturity, the Trustee shall select the Series 2025 Bonds of that maturity to be redeemed by lot in any manner which the Trustee in its sole discretion deems appropriate. For purposes of such selection, the Trustee shall treat each Series 2025 Bond as consisting of separate $5,000 portions and each such portion shall be subject to redemption as if such portion were a separate Series 2025 Bond.

SECTION 4.03. Notice of Redemption; Rescission. The Trustee shall mail notice of redemption of the Series 2025 Bonds by first class mail, postage prepaid, not less than Attachment 4

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20 nor more than 60 days before any redemption date, to the respective Owners of any Series 2025 Bonds designated for redemption at their addresses appearing on the Registration Books and to one or more Securities Depositories and to the Information Services. Each notice of redemption shall state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the Series 2025 Bonds are to be redeemed, the CUSIP numbers and (in the event that not all Series 2025 Bonds are called for redemption) the Series 2025 Bond numbers of the Series 2025 Bonds to be redeemed and the maturity or maturities of the Series 2025 Bonds to be redeemed, and in the case of Series 2025 Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on the redemption date there will become due and payable on each of said Series 2025 Bonds the redemption price thereof, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Series 2025 Bonds be then surrendered. Neither the failure to receive any notice nor any defect therein shall affect the sufficiency of the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of Series 2025 Bonds shall be given by the Trustee, at the expense of the Authority, for and on behalf of the Authority.

The Authority has the right to rescind any notice of the redemption of Series 2025 Bonds under Section 4.01(a) by written notice to the Trustee on or prior to the dated fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Series 2025 Bonds then called for redemption, and such cancellation shall not constitute an Event of Default. The Authority and the Trustee have no liability to the Series 2025 Bond Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.

SECTION 4.04. Partial Redemption of Series 2025 Bonds. Upon surrender of any Series 2025 Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Series 2025 Bond or Series 2025 Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Series 2025 Bonds surrendered.

SECTION 4.05. Effect of Redemption . Notice of redemption having been duly given as aforesaid, and moneys for payment of the redemption price of, together with interest accrued to the date fixed for redemption on, including any applicable premium, the Series 2025 Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Series 2025 Bonds (or portions thereof) so called for redemption shall become due and payable, interest on the Series 2025 Bonds so called for redemption shall cease to accrue, said Series 2025 Bonds Attachment 4

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(or portions thereof) shall cease to be entitled to any benefit or security under this Indenture, and the Owners of said Series 2025 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof.

All Series 2025 Bonds redeemed under the provisions of this Article shall be canceled by the Trustee upon surrender thereof and destroyed in accordance with the retention policy of the Trustee then in effect.

ARTICLE V

REVENUES; FUNDS AND ACCOUNTS; PAYMENT OF

PRINCIPAL AND INTEREST

SECTION 5.01. Security for the Series 2025 Bonds; Bond Fund.

(a) Pledge of Revenues and Other Amounts . Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Revenues and all amounts (including proceeds of the sale of the Series 2025 Bonds) held in any fund or account established under this Indenture are hereby pledged to secure the payment of the principal of and interest and premium (if any) on the Series 2025 Bonds in accordance with their terms and the provisions of this Indenture. Said pledge constitutes a lien on and security interest in the Revenues and such amounts and shall attach, be perfected and be valid and binding from and after the Closing Date, without the need for any physical delivery thereof or further act.

(b) Assignment to Trustee . The Authority hereby irrevocably transfers, assigns and sets over to the Trustee, without recourse to the Authority, all of its rights in the Installment Sale Agreement (excepting only the Authority’s rights under Sections 4.8, 5.2 and 6.4 thereof), including but not limited to all of the Authority’s rights to receive and collect all of the Installment Payments. The Trustee is entitled to collect and receive all of the Installment Payments, and any Installment Payments 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. The Trustee is also entitled to and shall, subject to the provisions of Article VIII, take all steps, actions and proceedings which the Trustee determines to be reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the Installment Sale Agreement.

Attachment 4

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(c) Deposit of Revenues in Bond Fund . All Revenues shall be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the “Bond Fund” which the Trustee shall establish, maintain and hold in trust; except that all moneys received by the Trustee and required hereunder or under the Installment Sale Agreement to be deposited in the Redemption Fund shall be promptly deposited in such funds. All Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in this Indenture. Any surplus remaining in the Bond Fund, after payment in full of (i) the principal of and interest on the Series 2025 Bonds or provision therefore under Article X, and (ii) any applicable fees and expenses to the Trustee shall be withdrawn by the Trustee and remitted to the City.

SECTION 5.02. Allocation of Revenues. On or before each Interest Payment Date, the Trustee shall transfer from the Bond Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Bond Fund), the following amounts in the following order of priority:

(a) Deposit to Interest Account. The Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such Interest Payment Date on all Series 2025 Bonds then Outstanding.

(b) Deposit to Principal Account . The Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the Series 2025 Bonds coming due and payable on such Interest Payment Date, including the principal amount of Series 2025 Bonds which are subject to mandatory sinking fund
redemption on such Interest Payment Date under Section 4.01(b).

SECTION 5.03. Application of Interest Account . All amounts in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Series 2025 Bonds as it comes due and payable (including accrued interest on any Series 2025 Bonds purchased or redeemed prior to maturity).

SECTION 5.04. Application of Principal Account . All amounts in the Principal Account shall be used and withdrawn by the Trustee solely to pay the sinking fund redemption amounts on the Series 2025 Bonds, as set forth in Section 4.01(b).

SECTION 5.05. Reserved.

SECTION 5.06. Application of Redemption Fund . The Trustee shall establish and maintain the Redemption Fund, into which the Trustee shall deposit a portion of the Revenues received, in accordance with a Written Request of the Authority, amounts in Attachment 4

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which shall be used and withdrawn by the Trustee solely for the purpose of paying the principal and premium (if any) of the Series 2025 Bonds to be redeemed under Section

4.01(a); provided, however, that at any time prior to the selection of Series 2025 Bonds for redemption, the Trustee may apply such amounts to the purchase of Series 2025 Bonds at public or private sale, when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as shall be directed under a Written Request of the Authority, except that the purchase price (exclusive of accrued interest) may not exceed the redemption price then applicable to the Series 2025 Bonds. The Trustee shall be entitled to conclusively rely on any Written Request of the Authority received under this Section 5.06, and shall be fully protected in relying thereon.

SECTION 5.07. Investments. All moneys in any of the funds or accounts established with the Trustee under this Indenture shall be invested by the Trustee solely in Authorized Investments. Such investments shall be directed by the Authority under a Written Request of the Authority filed with the Trustee at least two Business Days in advance of the making of such investments. In the absence of any such directions from the Authority, the Trustee shall invest any such moneys in Authorized Investments described in clause (f) of the definition thereof. Authorized Investments purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account.

To the extent Authorized Investments are registrable, such Authorized Investments must be registered in the name of the Trustee.

All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the Bond Fund. 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 or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses arising from any investments made under this Section 5.07.

The Trustee may make any investments hereunder through its own bond or investment department or trust investment department, or those of its parent or any affiliate. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. The Trustee is hereby authorized, in making or disposing of any investment permitted by this Section, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or is dealing as a principal for its own account.

The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority will not receive such confirmations to the extent permitted by law. The Trustee will furnish the Attachment 4

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Authority a periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder.

SECTION 5.08. Valuation and Disposition of Investments.

(a) Except as otherwise provided in subsection (b) of this Section, the Authority covenants that all investments of amounts deposited in any fund or account created by or under this Indenture, or otherwise containing gross proceeds of the Series 2025 Bonds (within the meaning of Section 148 of the Tax Code) shall be acquired, disposed of and valued at the Fair Market Value thereof as such term is defined in subsection (d) below.

The Trustee shall have no duty in connection with the determination of Fair Market Value other than to follow the investment directions of the Authority in any Written Request of the Authority.

(b) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code shall be valued at cost thereof, (consisting of present value thereof within the meaning of Section 148 of the Tax Code); provided that the Authority shall inform the Trustee which funds are subject to a yield restriction.

(c) Except as provided in the preceding subsection (b), for the purpose of determining the amount in any fund or account established hereunder, the value of Authorized Investments credited to such fund shall be valued by the Trustee at least annually on or before April 15. The Trustee may sell or present for redemption, any Authorized Investment so purchased by the Trustee whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Authorized Investment is credited, and the Trustee shall not be liable or responsible for any loss resulting from any such Authorized Investment.

(d) For purposes of this Section 5.08, the term “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 investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax 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 certificate of deposit that is acquired in accordance with applicable regulations under the Tax 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 agreement) that is acquired in accordance with applicable regulations under the Tax Code , (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 Attachment 4

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Public Debt, or (iv) any commingled investment fund in which the Issuer and related parties do not own more than a 10% beneficial interest therein if the return paid by the fund is without regard to the source of the investment. To the extent required by the applicable regulations under the Tax Code, the term “investment” will include a hedge.

(e) To the extent of any valuations made by the Trustee hereunder, the Trustee may utilize and rely upon computerized securities pricing services that may be available to it, including those available through its regular accounting system.

ARTICLE VI

COVENANTS OF THE AUTHORITY

SECTION 6.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal of and interest and premium (if any) on all the Series 2025 Bonds in strict conformity with the terms of the Series 2025 Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of the Revenues and other amounts pledged for such payment as provided in this Indenture.

SECTION 6.02. Extension of Payment of Series 2025 Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Series 2025 Bonds or the time of payment of any claims for interest by the purchase of such Series 2025 Bonds or by any other arrangement, and in case the maturity of any of the Series 2025 Bonds or the time of payment of any such claims for interest shall be extended, such Series 2025 Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Series 2025 Bonds then Outstanding and of all claims for interest thereon which have not been so extended. Nothing in this Section

6.02 limits the right of the Authority to issue Series 2025 Bonds for the purpose of refunding any Outstanding Series 2025 Bonds, and such issuance does not constitute an extension of maturity of the Series 2025 Bonds.

SECTION 6.03. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture while any of the Series 2025 Bonds are Outstanding, except the pledge and assignment created by this Indenture.

Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, and reserves the right to issue other obligations for such purposes.

SECTION 6.04. Power to Issue Series 2025 Bonds and Make Pledge and Assignment. The Authority is duly authorized under law to issue the Series 2025 Bonds Attachment 4

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and to enter into this Indenture and to pledge and assign the Revenues and other amounts purported to be pledged and assigned, respectively, under this Indenture in the manner and to the extent provided in this Indenture. The Series 2025 Bonds and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee shall at all times, subject to the provisions of Article VIII and to the extent permitted by law, defend, preserve and protect said pledge and assignment of Revenues and other assets and all the rights of the Series 2025 Bond Owners under this Indenture against all claims and demands of all persons whomsoever.

SECTION 6.05. Accounting Records. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with industry standards, in which complete and accurate entries shall be made of all transactions made by it relating to the proceeds of Series 2025 Bonds and all funds and accounts established under this Indenture. The Trustee shall make such books of record and account available for inspection by the Authority and the City, during business hours, upon reasonable notice, and under reasonable circumstances.

SECTION 6.06. Limitation on Additional Obligations . The Authority covenants that no additional bonds, notes or other indebtedness shall be issued or incurred which are payable out of the Revenues in whole or in part.

SECTION 6.07. Tax Covenants.

(a) Private Business Use Limitation. The Authority shall assure that the proceeds of the Series 2025 Bonds are not used in a manner which would cause the Series 2025 Bonds to satisfy the private business tests of Section 141(b) of the Tax Code or the private loan financing test of Section 141(c) of the Tax Code.

(b) Federal Guarantee Prohibition . The Authority may not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Series 2025 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code.

(c) No Arbitrage. The Authority may not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Series 2025 Bonds or of any other obligations which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the Series 2025 Bonds to be “arbitrage bonds” within the meaning of Section 148(a) of the Tax Code.

(d) Maintenance of Tax Exemption. The Authority shall take all actions necessary to assure the exclusion of interest on the Series 2025 Bonds from the gross income of Attachment 4

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the Owners of the Series 2025 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the Closing Date.

(e) Rebate of Excess Investment Earnings to United States . The Authority will take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Bonds

(f) Record Retention. The Authority will retain its records of all accounting and monitoring it carries out with respect to the Bonds for at least 3 years after the Series 2025 Bonds mature or are redeemed (whichever is earlier); however, if the Series 2025 Bonds are redeemed and refunded, the Authority will retain its records of accounting and monitoring at least 3 years after the earlier of the maturity or redemption of the obligations that refunded the Series 2025 Bonds.

(g) Compliance with Tax Certificate . The Authority will comply with the provisions of the Certificate as to Arbitrage and the Certificate Regarding Use of Proceeds with respect to the Series 2025 Bonds, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the Series 2025 Bonds.

SECTION 6.08. Enforcement of Installment Sale Agreement . The Trustee shall promptly collect all amounts (to the extent any such amounts are available for collection) due from the City under the Installment Sale Agreement. Subject to the provisions of Article VIII, the Trustee shall enforce, and take all steps, actions and proceedings which the Trustee determines to be reasonably necessary for the enforcement of all of its rights thereunder as assignee of the Authority and for the enforcement of all of the obligations of the City under the Installment Sale Agreement.

SECTION 6.09. Waiver of Laws. The Authority shall not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the Series 2025 Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law.

SECTION 6.10. Further Assurances. The Authority will make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Series 2025 Bonds of the rights and benefits provided in this Indenture.

Attachment 4

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ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

SECTION 7.01. Events of Default . The following events constitute Events of Default hereunder:

(a) Failure to pay any installment of the principal of any Series 2025 Bonds when due, whether at maturity as therein expressed, by proceedings for redemption, by acceleration, or otherwise.

(b) Failure to pay any installment of interest on the Series 2025 Bonds when due.

(c) Failure by the Authority to observe and perform any of the other covenants, agreements or conditions on its part contained in this Indenture or in the Series 2025 Bonds, if such failure has continued for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, has been given to the Authority by the Trustee; provided, however, if in the reasonable opinion of the Authority the failure stated in the notice can be corrected, but not within such 30 -day period, such failure shall not constitute an Event of Default if the Authority institutes corrective action within such 30 -day period and thereafter diligently and in good faith cures the failure in a reasonable period of time.

(d) The commencement by the Authority of a voluntary case under Title 11 of the United States Code or any substitute or successor statute.

(e) The occurrence and continuation of an event of default under and as defined in the Installment Sale Agreement.

SECTION 7.02. Remedies Upon Event of Default . If any Event of Default occurs, then, and in each and every such case during the continuance of such Event of Default, the Trustee may, and at the written direction of the Owners of a majority in aggregate principal amount of the Series 2025 Bonds at the time Outstanding shall, in each case, upon receipt of indemnification satisfactory to Trustee against the costs, expenses and liabilities to be incurred in connection with such action, upon notice in writing to the Authority, declare the principal of all of the Series 2025 Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Series 2025 Bonds contained to the contrary notwithstanding.

Attachment 4

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Any such declaration is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Authority deposits with the Trustee a sum sufficient to pay all the principal of and installments of interest on the Series 2025 Bonds payment of which is overdue, with interest on such overdue principal at the rate borne by the respective Series 2025 Bonds to the extent permitted by law, and the reasonable fees, charges and expenses (including those of its legal counsel, including the allocated costs of internal attorneys) of the Trustee, and any and all other Events of Default known to the Trustee (other than in the payment of principal of and interest on the Series 2025 Bonds due and payable solely by reason of such declaration) have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate has been made therefor, then, and in every such case, the Owners of a majority in aggregate principal amount of the Series 2025 Bonds then Outstanding, by written notice to the Authority, the City and the Trustee, may, on behalf of the Owners of all of the Series 2025 Bonds, rescind and annul such declaration and its consequences and waive such Event of Default; but no such rescission and annulment shall extend to or shall affect any subsequent Event of Default, or shall impair or exhaust any right or power consequent thereon.

SECTION 7.03. Application of Revenues and Other Funds After Default . If an Event of Default occurs and is continuing, all Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of this Indenture shall be applied by the Trustee in the following order of priority:

(a) To the payment of reasonable fees, charges and expenses of the Trustee (including reasonable fees and disbursements of its legal counsel including outside counsel and the allocated costs of internal attorneys) incurred in and about the performance of its powers and duties under this Indenture;

(b) To the payment of the principal of and interest then due on the Series 2025 Bonds (upon presentation of the Series 2025 Bonds to be paid, and stamping or otherwise noting thereon of the payment if only partially paid, or surrender thereof if fully paid) in accordance with the provisions of this Indenture, as follows:

First: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably,
according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference;
Attachment 4

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Second: To the payment to the persons entitled thereto of the unpaid principal of any Series 2025 Bonds which shall have become due, whether at maturity or by acceleration or
redemption, with interest on the overdue principal at the rate borne by the respective Series 2025 Bonds (to the extent permitted by law), and, if the amount available shall not be sufficient to pay in full all the Series 2025 Bonds, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference; and

SECTION 7.04. Trustee to Represent Series 2025 Bond Owners . The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Series 2025 Bonds, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney -in-fact of the Owners of the Series 2025 Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Owners under the provisions of the Series 2025 Bonds, this Indenture and applicable provisions of any law. All rights of action under this Indenture or the Series 2025 Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Series 2025 Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of all the Owners of such Series 2025 Bonds, subject to the provisions of this Indenture.

SECTION 7.05. Limitation on Series 2025 Bond Owners’ Right to Sue .

Notwithstanding any other provision hereof, no Owner of any Series 2025 Bonds has the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture, the Installment Sale Agreement or any other applicable law with respect to such Series 2025 Bonds, unless (a) such Owner has given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of the Series 2025 Bonds then Outstanding have requested the Trustee in writing to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) such Owner or Owners have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee has failed to comply with such request for a period of 60 days after such written request has been received by, and said tender of indemnity has been made to, the Trustee; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Owners of a majority in aggregate principal amount of the Series 2025 Bonds then Outstanding.

Attachment 4

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Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Series 2025 Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Owners of Series 2025 Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture or the rights of any other Owners of Series 2025 Bonds, or to enforce any right under the Series 2025 Bonds, this Indenture, the Installment Sale Agreement or other applicable law with respect to the Series 2025 Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Series 2025 Bonds, subject to the provisions of this Indenture.

SECTION 7.06. Absolute Obligation of Authority . Nothing in Section 7.06 or in any other provision of this Indenture or in the Series 2025 Bonds contained affects or impairs the obligation of the Authority, which is absolute and unconditional, to pay the principal of and interest and premium (if any) on the Series 2025 Bonds to the respective Owners of the Series 2025 Bonds at their respective dates of maturity, or upon acceleration or call for redemption, as herein provided, but only out of the Revenues and other assets herein pledged therefor, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Series 2025 Bonds.

SECTION 7.07. Termination of Proceedings. In case any proceedings taken by the Trustee or by any one or more Series 2025 Bond Owners on account of any Event of Default have been discontinued or abandoned for any reason or have been determined adversely to the Trustee or the Series 2025 Bond Owners, then in every such case the Authority, the Trustee and the Series 2025 Bond Owners, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee and the Series 2025 Bond Owners shall continue as though no such proceedings had been taken.

SECTION 7.08. Remedies Not Exclusive . No remedy herein conferred upon or reserved to the Trustee or to the Owners of the Series 2025 Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

SECTION 7.09. No Waiver of Default. No delay or omission of the Trustee or any Owner of the Series 2025 Bonds to exercise any right or power arising upon the occurrence of any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or Event of Default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or the Attachment 4

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Owners of the Series 2025 Bonds may be exercised from time to time and as often as may be deemed expedient by the Trustee or the Series 2025 Bond Owners.

SECTION 7.10. Notice to the Series 2025 Bond Owners of Default . Immediately upon becoming aware of the occurrence of an Event of Default, but in no event later than five Business Days following becoming aware of such occurrence, the Trustee shall promptly give written notice thereof by first class mail, postage prepaid, to the Owner of each Outstanding Series 2025 Bond, unless such Event of Default has been cured before the giving of such notice; provided, however that except in the case of an Event of Default described in Sections 7.01(a) or 7.01(b), the Trustee may elect not to give such notice to the Series 2025 Bond Owners if and so long as the Trustee in good faith determines that it is in the best interests of the Series 2025 Bond Owners not to give such notice.

ARTICLE VIII

THE TRUSTEE

SECTION 8.01. Appointment of Trustee . U.S. Bank Trust Company, National Association 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 will maintain a Trustee which is qualified under the provisions of the foregoing provisions of this Article VIII, so long as any Series 2025 Bonds are Outstanding.

SECTION 8.02. Acceptance of Trusts; Removal and Resignation of Trustee . The Trustee hereby accepts the express trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:

(a) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied duties or covenants shall be read into this Indenture against the Trustee.

(b) The Authority may remove the Trustee at any time, unless an Event of Default has occurred and is then continuing, and shall remove the Trustee (a) if at any time requested to do so by the Owners of a majority in aggregate principal amount of the Series 2025 Bonds then Outstanding (or their attorneys duly authorized in writing) or Attachment 4

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(b) if at any time the Trustee ceases to be eligible in accordance with Section 8.02, or becomes incapable of acting, or is adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property is appointed, or any public officer takes control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. Any such removal shall be made upon at least 30 days’ prior written notice to the Trustee.

(c) The Trustee may at any time resign by giving written notice of such resignation to the Authority and the City, and by giving the Series 2025 Bond Owners notice of such resignation by mail at the addresses shown on the Registration Books.

(d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. In the event of the removal or resignation of the Trustee under subsections (b) or (d), respectively, the Authority shall promptly appoint a successor Trustee.

If no successor Trustee has been appointed and accepted appointment within 45 days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, must signify its acceptance of such appointment by executing and delivering to the Authority, and to its predecessor Trustee a written acceptance thereof, and after payment by the Authority of all unpaid fees and expenses of the predecessor Trustee, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein. At the Written Request of the Authority or the request of the successor Trustee, such predecessor Trustee shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in Attachment 4

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this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Series 2025 Bonds and to the Series 2025 Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority.

(e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or association that is a member of a bank holding company system, the related bank holding company has) a combined capital and surplus of at least $50,000,000, and shall be subject to supervision or examination by a federal or state agency, so long as any Series 2025 Bonds are Outstanding. If such corporation or association publishes a report of condition at least annually under law or to the requirements of any supervising or examining agency above referred to, then for the purpose of this subsection (e), the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If the Trustee at any time ceases to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section.

SECTION 8.03. Merger or Consolidation. Any bank, federal savings association, or trust company into which the Trustee may be merged or converted or with which it may be consolidated or any bank, federal savings association, or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, federal savings association, or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, federal savings association, or trust company shall be eligible under subsection (e) of Section 8.02 shall be the successor to such Trustee, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

SECTION 8.04. Liability of Trustee.

(a) The recitals of facts herein and in the Series 2025 Bonds contained shall be taken as statements of the Authority, and the Trustee shall not assume responsibility for the correctness of the same, or make any representations as to the validity or sufficiency Attachment 4

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of this Indenture, the Series 2025 Bonds or the Installment Sale Agreement, nor shall the Trustee incur any responsibility in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations of Trustee herein or in the Series 2025 Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Series 2025 Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence. The Trustee may become the Owner of Series 2025 Bonds with the same rights it would have if it were not Trustee, and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Series 2025 Bond Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Series 2025 Bonds then Outstanding.

(b) The Trustee is not liable for any error of judgment made by a responsible officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts.

(c) The Trustee is not liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Owners of a majority in aggregate principal amount of the Series 2025 Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture or assigned to it hereunder.

(d) The Trustee is not liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder, or any other event which, with the passage of time, the giving of notice, or both, would constitute an Event of Default hereunder unless and until it shall have actual knowledge thereof, or a corporate trust officer shall have received written notice thereof at its Office from the City, the Authority or the Owners of at least 25% in aggregate principal amount of the Outstanding Series 2025 Bonds. Except as otherwise ex pressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by the Authority or the City of any of the terms, conditions, covenants or agreements herein, under the Installment Sale Agreement or the Series 2025 Bonds or of any of the documents executed in connection with the Series 2025 Bonds, or as to the existence of a default or an Event of Default or an event which would, with the giving of notice, the passage of time, or both, constitute an Event o f Default.

The Trustee is not responsible for the validity, effectiveness or priority of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee shall not be required to ascertain or inquire as to the performance or observance by the City Attachment 4

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or the Authority of the terms, conditions, covenants or agreements set forth in the Installment Sale Agreement, other than the covenants of the City to make Installment Payments to the Trustee when due and to file with the Trustee when due, such reports and certifications as the City is required to file with the Trustee thereunder.

(f) No provision of this Indenture requires the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

(g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, receivers or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, receiver or attorney appointed with due care by it hereunder.

(h) The Trustee has no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Series 2025 Bond Owners under this Indenture, unless such Owners have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities (including but not limited to fees and expenses of its attorneys) which might be incurred by it in compliance with such request or direction. No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy.

(i) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to the provisions of Section 8.02(a), this Section 8.04 and Section

8.05, and shall be applicable to the assignment of any rights to the Trustee hereunder.

(j) The Trustee is not accountable to anyone for the subsequent use or application of any moneys which are released or withdrawn in accordance with the provisions hereof.

(k) The Trustee makes no representation or warranty, expressed or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or the City of the Improvements. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Installment Sale Agreement or this Indenture for the existence, furnishing or use of the Improvements.

(l) The Trustee has no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Series 2025 Bonds.

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SECTION 8.05. Right to Rely on Documents . The Trustee shall be protected and shall incur no liability in acting or refraining from acting in reliance upon any notice, resolution, request, consent, order, certificate, report, opinion, bonds or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Trustee is under no duty to make any investigation or inquiry as to any statements contained or matter referred to in any paper or document but may accept and conclusively rely upon the same as conclusive evidence of the truth and accuracy of any such statement or matter and shall be fully protected in relying thereon. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Trustee may treat the Owners of the Series 2025 Bonds appearing in the Registration Books as the absolute owners of the Series 2025 Bonds for all purposes and the Trustee shall not be affected by any notice to the contrary.

Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee deems it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate, Written Request or Written Requisition of the Authority or the City, and such Written Certificate, Written Request or Written Requisition shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture in reliance upon such Written Certificate, Written Request or Written Requisition, and the Trustee shall be fully protected in relying thereon, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable.

SECTION 8.06. Preservation and Inspection of Documents . All documents received by the Trustee under the provisions of this Indenture shall be retained in its respective possession and in accordance with its retention policy then in effect and shall, upon reasonable notice to Trustee, be subject to the inspection of the Authority, the City and any Series 2025 Bond Owner, and their agents and representatives duly authorized in writing, during business hours and under reasonable conditions as agreed to by the Trustee.

SECTION 8.07. Compensation and Indemnification. The Authority shall pay to the Trustee from time to time, on demand, the compensation for all services rendered under this Indenture according to the fee schedule given to the City by the Trustee and approved by the City, and also all reasonable expenses, advances (including any interest on advances), charges, legal (including outside counsel and the allocated costs of internal attorneys) and consulting fees and other disbursements, incurred in and about the performance of its powers and duties under this Indenture.

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The Authority shall indemnify the Trustee, its officers, directors, employees and agents against any cost, loss, liability or expense whatsoever (including but not limited to fees and expenses of its attorneys) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust and this Indenture, including costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder or under the Installment Sale Agreement. As security for the performance of the obligations of the Authority under this Section 8.07, the Trustee shall have a lien prior to the lien of the Series 2025 Bonds upon all property and funds held or collected by the Trustee as such. The rights of the Trustee and the obligations of the Authority under this Section 8.07 shall survive the resignation or removal of the Trustee or the discharge of the Series 2025 Bonds and this Indenture and the Installment Sale Agreement.

ARTICLE IX

MODIFICATION OR AMENDMENT HEREOF

SECTION 9.01. Amendments Permitted.

(a) Amendments With the Owner’s Consent . This Indenture and the rights and obligations of the Authority and of the Owners of the Series 2025 Bonds and of the Trustee may be modified or amended from time to time and at any time by Supplemental Indenture, which the Authority and the Trustee may enter into when the written consents of the Owners of a majority in aggregate principal amount of all Series 2025 Bonds then Outstanding are filed with the Trustee. No such modification or amendment may (i) extend the fixed maturity of any Series 2025 Bonds, or reduce the amount of principal thereof or extend the time of payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Owner of each Series 2025 Bond so affected, or (ii) reduce the aforesaid percentage of Series 2025 Bonds the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture except as permitted herein, or deprive the Owners of the Series 2025 Bonds of the lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Series 2025 Bonds then Outstanding. It is not necessary for the consent of the Series 2025 Bond Owners to approve the particular form of any Supplemental Indenture, but it is sufficient if such consent approves the substance thereof.

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(b) Amendments Without Owner Consent . This Indenture and the rights and obligations of the Authority, of the Trustee and the Owners of the Series 2025 Bonds may also 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 Series 2025 Bond Owners, if the Trustee has been furnished an opinion of counsel that the provisions of such Supplemental Indenture shall not materially adversely affect the interests of the Owners of the Series 2025 Bonds, including, without limitation, for any one or more of the following purposes:

(i) to add to the covenants and agreements of the Authority in this Indenture contained, other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Series 2025 Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;

(ii) to cure any ambiguity, inconsistency or omission, or to cure or correct any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority deems necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Series 2025 Bond Owners, in the opinion of Bond Counsel filed with the Trustee;

(iii) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; or

(iv) to modify, amend or supplement this Indenture in such manner as may be necessary or desirable to assure that the interest on the Series 2025 Bonds remains excluded from gross income under the Tax Code.

(c) Limitation. The Trustee is not obligated to enter into any Supplemental Indenture authorized by subsections (a) or (b) of this Section 9.01 which materially adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

(d) Bond Counsel Opinion Requirement . Prior to the Trustee entering into any Supplemental Indenture hereunder, the Authority shall deliver to the Trustee an opinion of Bond Counsel stating, in substance, that such Supplemental Indenture has been adopted in compliance with the requirements of this Indenture and that the adoption of Attachment 4

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such Supplemental Indenture will not, in and of itself, adversely affect the exclusion from gross income for purposes of federal income taxes of interest on the Series 2025 Bonds.

(e) Notice of Amendments. The Authority shall deliver or cause to be delivered a draft of any Supplemental Indenture to each rating agency which then maintains a rating on the Series 2025 Bonds, at least 10 days prior to the effective date of such Supplemental Indenture under this Section 9.01.

SECTION 9.02. Effect of Supplemental Indenture . Upon the execution of any Supplemental Indenture under this Article IX, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee and all Owners of Series 2025 Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.03. Endorsement of Series 2025 Bonds; Preparation of New Series 2025 Bonds. Series 2025 Bonds delivered after the execution of any Supplemental Indenture under this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand on the Owner of any Series 2025 Bonds Outstanding at the time of such execution and presentation of his Series 2025 Bonds for the purpose at the Office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation shall be made on such Series 2025 Bonds. If the Supplemental Indenture shall so provide, new Series 2025 Bonds so modified as to conform, in the opinion of the Authority, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand on the Owners of any Series 2025 Bonds then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Series 2025 Bond Owner, for Series 2025 Bonds then Outstanding, upon surrender for cancellation of such Series 2025 Bonds, in equal aggregate principal amount of the same maturity.

SECTION 9.04. Amendment of Particular Series 2025 Bonds. The provisions of this Article IX do not prevent any Series 2025 Bond Owner from accepting any amendment as to the particular Series 2025 Bonds held by such Owner.

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ARTICLE X

DEFEASANCE

SECTION 10.01. Discharge of Indenture . Any or all of the Outstanding Series 2025 Bonds may be paid by the Authority in any of the following ways, provided that the Authority also pays or causes to be paid any other sums payable hereunder by the Authority:

(a) by paying or causing to be paid the principal of and interest and premium (if any) on such Series 2025 Bonds, as and when the same become due and payable;

(b) by depositing with the Trustee, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 10.03) to pay or redeem such Series 2025 Bonds; or

(c) by delivering all of such Series 2025 Bonds to the Trustee for cancellation.

If the Authority also pays or causes to be paid all other sums payable hereunder by the Authority, then and in that case, at the election of the Authority (evidenced by a Written Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge all such indebtedness and this Indenture), and notwithstanding that any of such Series 2025 Bonds shall not have been surrendered for payment, this Indenture and the pledge of Revenues and other assets made under this Indenture with respect to such Series 2025 Bonds and all covenants, agreements and other obligations of the Authority under this Indenture with respect to such Series 2025 Bonds shall cease, terminate, become void and be completely discharged and satisfied, subject to Section

10.02. In such event, upon the Written Request of the Authority, the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign or deliver to the Authority all moneys or securities or other property held by it under this Indenture which are not required for the payment or redemption of any of such Series 2025 Bonds not theretofore surrendered for such payment or redemption.

The Trustee is entitled to conclusively rely on any such Written Certificate or Written Request and, in each case, is fully protected in relying thereon.

SECTION 10.02. Discharge of Liability on Series 2025 Bonds. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 10.03) to pay or redeem any Outstanding Series 2025 Bonds (whether upon or prior to the maturity or the redemption date of such Series 2025 Bonds), provided that, if such Series 2025 Bonds are to be redeemed prior to Attachment 4

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maturity, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice, then all liability of the Authority in respect of such Series 2025 Bonds shall cease, terminate and be completely discharged, and the Owners thereof shall thereafter be entitled only to payment out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 10.04.

Notwithstanding anything to the contrary in this Article X, in the event of defeasance of all Outstanding Series 2025 Bonds, such defeasance will not operate to discharge any of the following:

(a) the obligation of the Trustee to transfer and exchange Series 2025 Bonds hereunder,

(b) the obligation of the Authority to pay or cause to be paid to the Owners of such Series 2025 Bonds, from the amounts so deposited with the Trustee, all sums due thereon, and

(c) the obligations of the Authority to compensate and indemnify the Trustee under Section 8.07.

The Authority may at any time surrender to the Trustee, for cancellation by Trustee, any Series 2025 Bonds previously issued and delivered, which the Authority may have acquired in any manner whatsoever, and such Series 2025 Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.

SECTION 10.03. Deposit of Money or Securities with Trustee . Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Series 2025 Bonds, the money or securities so to be deposited or held may include money or securities held by the Trustee in the funds and accounts established under this Indenture and shall be:

(a) lawful money of the United States of America in an amount equal to the principal amount of such Series 2025 Bonds and all unpaid interest thereon to maturity, except that, in the case of Series 2025 Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount of such Series 2025 Bonds, premium, if any, and all unpaid interest thereon to the redemption date; or

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(b) non-callable Federal Securities, the principal of and interest on which when due will, in the written opinion of an Independent Accountant filed with the City, the Authority and the Trustee, provide money sufficient to pay the principal of and interest and premium (if any) on the Series 2025 Bonds to be paid or redeemed, as such principal, interest and premium become due, provided that in the case of Series 2025 Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee has been made for the giving of such notice;

provided, in each case, that (i) the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Written Request of the Authority) to apply such money to the payment of such principal, interest and premium (if any) with respect to such Series 2025 Bonds, and (ii) the Authority shall have delivered to the Trustee an opinion of Bond Counsel to the effect that such Series 2025 Bonds have been discharged in accordance with this Indenture (which opinion may rely upon and assume the accuracy of the Independent Accountant’s opinion referred to above). The Trustee shall be entitled to conclusively rely on such Written Request or opinion and shall be fully protected, in each case, in relying thereon.

SECTION 10.04. Unclaimed Funds . Notwithstanding any provisions of this Indenture, any moneys held by the Trustee in trust for the payment of the principal of, or interest on, any Series 2025 Bonds and remaining unclaimed for 2 years after the principal of all of the Series 2025 Bonds has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in this Indenture), if such moneys were so held at such date, or 2 years after the date of deposit of such moneys if deposited after said date when all of the Series 2025 Bonds became due and payable, shall be repaid to the Authority free from the trusts created by this Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however , that before the repayment of such moneys to the Authority as aforesaid, the Trustee shall (at the cost of the Authority) first mail to the Owners of Series 2025 Bonds which have not yet been paid, at the addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Series 2025 Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof.

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ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Liability of Authority Limited to Revenues . Notwithstanding anything in this Indenture or in the Bonds contained, the Authority is not required to advance any moneys derived from any source other than the Revenues and other assets pledged under this Indenture for any of the purposes in this Indenture mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of this Indenture. Nevertheless, the Authority may, but is not required to, advance for any of the purposes hereof any funds of the Authority which may be made available to it for such purposes.

SECTION 11.02. Limitation of Rights to Parties and Series 2025 Bond Owners .

Nothing in this Indenture or in the Series 2025 Bonds expressed or implied is intended or shall be construed to give to any person other than the Authority, the Trustee, the City and the Owners of the Series 2025 Bonds, any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee, the City and the Owners of the Series 2025 Bonds.

SECTION 11.03. Funds and Accounts . Any fund or account required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with industry standards to the extent practicable, and with due regard for the requirements of Section 6.05 and for the protection of the security of the Series 2025 Bonds and the rights of every Owner thereof. The Trustee may establish such funds and accounts as it deems necessary or appropriate to perform its obligations under this Indenture.

SECTION 11.04. Waiver of Notice; Requirement of Mailed Notice . Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Whenever in this Indenture any notice is required to be given by mail, such requirement may be satisfied by the deposit of such notice in the United States mail, postage prepaid, by first class mail.

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SECTION 11.05. Destruction of Series 2025 Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee, and the delivery to the Authority, of any Series 2025 Bonds, the Trustee may, in lieu of such cancellation and delivery, destroy such Series 2025 Bonds as may be allowed by law, and at the written request of the Authority the Trustee shall deliver a certificate of such destruction to the Authority.

SECTION 11.06. Severability of Invalid Provisions . If any one or more of the provisions contained in this Indenture or in the Series 2025 Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority hereby declares that it would have entered into this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Series 2025 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable.

SECTION 11.07. Notices. All notices or communications to be given under this Indenture shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective either (a) upon transmission by facsimile transmission or other form of telecommunication, confirmed by telephone, (b) 48 hours after deposit in the United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Authority, the City or the Trustee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the City City of Sunnyvale
or the Authority: 456 West Olive Avenue
Sunnyvale, California 94086
Attention: Director of Finance
Fax: (408) 737-4950

If to the Trustee: U.S. Bank Trust Company, National Association Corporate Trust Dept.

U.S. Bank Tower Los Angeles
633 W 5th St., 24th Floor, Los Angeles, CA 90071
Email: [email protected]

SECTION 11.08. Evidence of Rights of Series 2025 Bond Owners. Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Series 2025 Bond Owners may be in any number of concurrent instruments Attachment 4

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of substantially similar tenor and shall be signed or executed by such Series 2025 Bond Owners in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Series 2025 Bonds transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and the Authority if made in the manner provided in this Section

11.08. The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.

The ownership of Series 2025 Bonds shall be proved by the Registration Books.

Any request, consent, or other instrument or writing of the Owner of any Series 2025 Bond shall bind every future Owner of the same Series 2025 Bond and the Owner of every Series 2025 Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or reliance thereon.

SECTION 11.09. Disqualified Series 2025 Bonds. In determining whether the Owners of the requisite aggregate principal amount of Series 2025 Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Series 2025 Bonds which are known by the Trustee to be owned or held by or for the account of the Authority or the City, or by any other obligor on the Series 2025 Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City or any other obligor on the Series 2025 Bonds, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Series 2025 Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Series 2025 Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City or any other obligor on the Series 2025 Bonds. In case of a dispute as to such right, the Trustee shall be entitled to rely upon the advice of counsel in any decision by Trustee and shall be fully protected in relying thereon.

Upon request, the Authority shall specify to the Trustee those Series 2025 Bonds disqualified under this Section 11.09.

Attachment 4

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SECTION 11.10. Money Held for Particular Series 2025 Bonds. The money held by the Trustee for the payment of the interest, premium, if any, or principal due on any date with respect to particular Series 2025 Bonds (or portions of Series 2025 Bonds in the case of Series 2025 Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Series 2025 Bonds entitled thereto, subject, however, to the provisions of Section 10.04 but without any liability for interest thereon.

SECTION 11.11. Waiver of Personal Liability . No member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or interest or premium (if any) on the Series 2025 Bonds or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by this Indenture.

SECTION 11.12. Successor Is Deemed Included in All References to Predecessor .

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

SECTION 11.13. Execution in Several Counterparts . This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

SECTION 11.14. Payment on Non -Business Day . In the event any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and with the same effect as if made on such preceding non-Business Day.

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

Attachment 4

IN WITNESS WHEREOF, the SUNNYVALE FINANCING AUTHORITY has caused this Indenture to be signed in its name by its Treasurer and attested to by its Secretary, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

SUNNYVALE FINANCING AUTHORITY

By
Treasurer

Attest:

Secretary

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

By
Authorized Officer

Attachment 4

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APPENDIX A

DEFINITIONS

“Authority” means the Sunnyvale Financing Authority, a joint exercise of powers authority duly organized and existing under the laws of the State of California.

“Authorized Investments ” means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein (provided that the Trustee shall be entitled to rely upon any investment direction from the City as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State):

(a) Federal Securities;

(b) obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: (i) Export-Import Bank; (ii) Farm Credit System Financial Assistance Corporation, (iii) Farmers Home Administration; (iv) General Services Administration; (v) U.S. Maritime Administration; (vi) Small Business Administration; (vii) Government National Mortgage Association (GNMA); (viii) U.S. Department of Housing & Urban Development (PHA’s); (ix) Federal Housing Administration and (x) Federal Financing Bank;

(c) senior debt obligations rated "Aaa" by Moody’s and "AAA" by S&P issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, senior debt obligations of other government-sponsored agencies approved by AMBAC Indemnity, obligations of the Resolution Funding Corporation (RFFCORP) and senior debt obligations of other government sponsored agencies;

(d) U.S. dollar denominated deposit accounts, federal funds and banker’s acceptances with domestic commercial banks (including the Trustee and its affiliates) which have a rating on their short term certificates of deposit on the date of purchase of "P-1" by Moody’s and "A -1" or "A -1+" by S&P , provided that ratings on holding companies are not considered as the rating of the bank;

(e) commercial paper which is rated at the time of purchase in the single highest classification, "P-1" by Moody’s and "A -1+" by S&P, and which matures not more than 270 days after the date of purchase;

(f) investments in a money market fund rated "AAAm" or "AAAm -G" or better by S&P, including any such money market fund from which the Trustee or its affiliates receive fees for services to such fund;

Attachment 4

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(g) pre -refunded municipal obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (i) which are rated, based upon an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Moody’s and S&P or any successors thereto; or (ii)(A) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (a) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (B) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate;

(h) general obligations of States with a rating of at least "A2/A" or higher by both Moody’s and S&P

(i) the Local Agency Investment Fund maintained by the State of California.

“Authorized Representative” means: (a) with respect to the Authority, its Executive Director, Treasurer, Secretary or any other person designated as an Authorized Representative of the Authority by a Written Certificate of the Authority signed by its Executive Director and filed with the City and the Trustee; and (b) with respect to the City, its City Manager, Director of Finance or any other person designated as an Authorized Representative of the City by a Written Certificate of the City signed by its City Manager and filed with the Authority and the Trustee.

“Bond Counsel ” means (a) Jones Hall LLP, or (b) any other attorney or firm of attorneys appointed by or acceptable to the City or the Authority of nationally - recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Tax Code.

“Bond Fund” means the fund by that name established and held by the Trustee under Section 5.01.

“Bond Law” means the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code, as in effect on the Closing Date or as thereafter amended in accordance with its terms.

Attachment 4

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“Bond Year ” means each twelve -month period extending from November 2 in one calendar year to November 1 of the succeeding calendar year, both dates inclusive; except that the first Bond Year commences on the Closing Date and extends to and including November 1, 2026.

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are not required or authorized to remain closed in the City in which the Office of the Trustee is located.

“City” means the City of Sunnyvale, a municipal corporation organized and existing under the laws of the State of California.

“Closing Date ” means the date of delivery of the Series 2025 Bonds to the Original Purchaser.

“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City relating to the authorization, issuance, sale and delivery of the Series 2025 Bonds, including but not limited to: printing expenses; rating agency fees; filing and recording fees; initial fees, expenses and charges of the Trustee and its counsel, including the Trustee’s first annual administrative fee; fees, charges and disbursements of attorneys, financial advisors, accounting firms, consultants and other professionals; fees and charges for preparation, execution and safekeeping of the Series 2025 Bonds; and any other cost, charge or fee in connection with the original issuance of the Series 2025 Bonds.

“Costs of Issuance Fund ” means the fund by that name established and held by the Trustee under Section 3.03.

“Debt Service” means, during any period of computation, the amount obtained for such period by totaling the following amounts:

(a) The principal amount of all Outstanding Series 2025 Bonds scheduled to be paid or redeemed by operation of mandatory Sinking Fund Installments in such period; and

(b) The interest which would be due during such period on the aggregate principal amount of Series 2025 Bonds which would be Outstanding in such period if the Series 2025 Bonds are paid or redeemed as scheduled.

“Depository” means (a) initially, DTC, and (b) any other Securities Depositories acting as Depository under Section 2.04.

“Depository System Participant” means any participant in the Depository’s book - entry system.

Attachment 4

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“Event of Default” means any of the events specified in Section 7.01.

“Federal Securities” means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), the payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America; and (b) any obligations the principal of and interest on which are unconditionally guaranteed by the United States of America.

“Fiscal Year ” means any twelve -month period extending 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 City as its official fiscal year period.

“Improvements” means the improvements to the Solid Waste System which are acquired and constructed from amounts held in the Improvement Fund in accordance with the Installment Sale Agreement, consisting generally of the improvements described in Appendix B to the Installment Sale Agreement and any other or additional improvements which may financed from the proceeds of the Series 2025 Bonds in accordance with Section 3.5 of the Installment Sale Agreement.

“Improvements Costs” means, with respect to the Improvements, all costs of the acquisition, construction and installation thereof which are paid from moneys on deposit in the Improvement Fund, including but not limited to:

(a) all costs required to be paid to any person under the terms of any agreement for or relating to the acquisition, construction and installation of the Improvements;

(b) obligations incurred for labor and materials in connection with the acquisition, construction and installation of the Improvements;

(c) the cost of performance or other bonds and any and all types of insurance that may be necessary or appropriate to have in effect in connection with the acquisition, construction and installation of the Improvements;

(d) all costs of engineering and architectural services, including the actual out-of-pocket costs for test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, development fees, sales commissions, and for supervising construction, as well as for the performance of all other duties Attachment 4

A-5
required by or consequent to the proper acquisition, construction and installation of the Improvements;

(e) any sums required to reimburse 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 acquisition, construction and installation of the Improvements;

(f) all Costs of Issuance and other financing costs incurred in connection with the acquisition, construction and installation of the Improvements; and

(g) the interest components of the Installment Payments allocable to the Improvements, which come due during the period of acquisition, construction and installation of the Improvements.

“Improvement Fund” means the fund by that name established and held by the Trustee under Section 3.03.

“Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture under the provisions hereof.

“Information Services ” means the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system.

“Interest Account” means the account by that name established and held by the Trustee in the Bond Fund under Section 5.02.

“Installment Sale Agreement” means the Installment Sale Agreement dated as of November 1, 2025 , between the City and the Authority, together with any duly authorized and executed amendments thereto.

“Installment Payments” means all payments required to be paid by the City on any date under Section 4.4 of the Installment Sale Agreement, including any amounts payable upon delinquent installments and including any prepayment thereof under Section 7.2 or 7.3 of the Installment Sale Agreement.

“Interest Payment Date” means each May 1 and November 1 commencing May 1, 2026, so long as any Series 2025 Bonds remain unpaid.

“Interest Requirement ” means, as of any particular date of calculation, the amount equal to any unpaid interest then due and payable, plus an amount which will Attachment 4

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on the next succeeding Interest Payment Date be equal to the interest to become due and payable on the Series 2025 Bonds on such next succeeding Interest Payment Date.

“Moody’s” means Moody’s Investors Service, its successors and assigns.

“Nominee” means (a) initially, Cede & Co. as nominee of DTC, and (b) any other nominee of the Depository designated under Section 2.07(a).

“Office” means the corporate trust office of the Trustee in Los Angeles, California, or such other or additional offices as the Trustee may designate in writing to the Corporation from time to time as the corporate trust office for purposes of this Indenture; except that with respect to presentation of Series 2025 Bonds for payment or for registration of transfer and exchange such term means the office or agency of the Trustee in St. Paul, MN, or any other office designated by the Trustee at which, at any particular time, its corporate trust business is conducted.

“Original Purchaser” means Stifel, Nicolaus & Company, Incorporated , as original purchaser of the Series 2025 Bonds at the negotiated sale thereof.

“Outstanding”, when used as of any particular time with reference to Series 2025 Bonds, means all Series 2025 Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except: (a) Series 2025 Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Series 2025 Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.02, including Series 2025 Bonds (or portions thereof) described in Section 11.09; and (c) Series 2025 Bonds for the transfer or exchange of or in lieu of or in substitution for which other Series 2025 Bonds shall have been authenticated and delivered by the Trustee under this Indenture.

“Owner”, whenever used herein with respect to a Series 2025 Bond, means the person in whose name the ownership of such Series 2025 Bond is registered on the Registration Books.

“Principal Account” means the account by that name established and held by the Trustee in the Bond Fund under Section 5.02.

“Qualified Credit Instrument” means any irrevocable standby or direct -pay letter of credit , insurance policy or surety bond issued by a commercial bank or insurance company and deposited with the Trustee pursuant to Section 5.05 of the Indenture, provided that all of the following requirements are met at the time of acceptance thereof by the Trustee: (a) in the case of a commercial bank, the long -term credit rating of such bank at the time of delivery of the irrevocable standby or direct -pay letter of credit is at least "A" from S&P or "A" from Moody’s and, in the case of an insurance company, the claims paying ability of such insurance company at the time of delivery of the insurance Attachment 4

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policy or surety bond is at least "A" from S&P, or "A" from Moody’s or, if not rated by S&P or Moody’s but is rated by A.M. Best & Company, is rated at the time of delivery in the highest rating category by A.M. Best & Company ; (b) such letter of credit , insurance policy or surety bond has a term of at least twelve (12) months; (c) such letter of credit , insurance policy or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 5.05 of the Indenture and (d) the Trustee is authorized pursuant to the terms of such letter of credit , insurance policy or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to Section 5.05(b) of the Indenture.

“Record Date ” means, with respect to any Interest Payment Date, the 15 th calendar day of the month preceding such Interest Payment Date, whether or not such day is a Business Day.

“Redemption Fund” means the fund by that name established and held by the Trustee under Section 5.06.

“Registration Books” means the records maintained by the Trustee under Section

2.05 for the registration and transfer of ownership of the Series 2025 Bonds.

“Revenues” means: (a) all of the Installment Payments, and (b) all interest, profits or other income derived from the investment of amounts in any fund or account established under this Indenture.

“Securities Depositories ” means DTC; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Authority designates in written notice filed with the Trustee.

“Series 2025 Bonds” means the $ [Principal Amount] aggregate principal amount of Sunnyvale Financing Authority Solid Waste Revenue Bonds, Series 2025, authorized by and at any time Outstanding under this Indenture.

“S&P” means Standard & Poor’s, a division of the McGraw Hill Companies, of New York, New York, its successors and assigns.

“Supplemental Indenture ” means any indenture hereafter duly authorized and entered into between the Authority and the Trustee, supplementing, modifying or amending this Indenture; but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.

“Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to Attachment 4

A-8
obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under said Code.

“Term” means, when used with respect to the Installment Sale Agreement, the time during which the Installment Sale Agreement is in effect, as provided in Section 4.2 thereof.

“Trustee” means U.S. Bank Trust Company, National Association , a national banking association organized and existing under the laws of the United States of America, or its successor or successors, as Trustee hereunder as provided in Article VIII.

“Written Certificate,” “Written Request” and “Written Requisition” of the Authority or the City mean, respectively, a written certificate, request or requisition signed in the name of the Authority or the City by its Authorized Representative. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

Attachment 4

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APPENDIX B

BOND FORM

NO. R- ***$[PRINCIPAL
AMOUNT]***

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

SUNNYVALE FINANCING AUTHORITY

SOLID WASTE REVENUE BONDS, SERIES 2025

INTEREST RATE: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP:
_______% November 1, ____ December __, 2025

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: *** ***

The SUNNYVALE FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”), for value received, hereby promises to pay to the Registered Owner specified above or registered assigns (the “Registered Owner”), on the Maturity Date specified above (subject to any right of prior redemption hereinafter provided for), the $ [Principal Amount] specified above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Series 2025 Bond unless (i) this Series 2025 Bond is authenticated on or before an Interest Payment Date and after the close of business on the 15 th day of the month preceding such interest payment date, in which event it shall bear interest from such Interest Payment Date, or (ii) this Series 2025 Bond is authenticated on or before April 15, 2026, in which event it shall bear interest from the Origina l Issue Date specified above; provided, however, that if at the time of authentication of this Series 2025 Bond, interest is in default on this Series 2025 Bond, this Series 2025 Bond shall bear interest from the Interest Payment Date to which Attachment 4

B-2
interest has previously been paid or made available for payment on this Series 2025 Bond, at the Interest Rate per annum specified above, payable semiannually on May 1 and November 1 in each year, commencing May 1, 2026 (the “Interest Payment Dates”), calculated on the basis of a 360-day year composed of twelve 30-day months.

Principal hereof upon early redemption hereof are payable upon presentation and surrender hereof at the corporate trust office of U.S. Bank Trust Company, National Association, in St. Paul, Minnesota (the “Trust Office”), as trustee (the “Trustee”). Interest hereon is payable by check of the Trustee mailed to the Registered Owner hereof at the Registered Owner’s address as it appears on the registration books of the Trustee as of the close of business on the fifteenth day of the month preceding each Interest Payment Date (a “Record Date”), or, upon written request filed with the Trustee as of such Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of Series 2025 Bonds, by wire transfer in immediately available funds to an account in the United States designated by such registered owner in such written request.

This Series 2025 Bond is not a debt of the City of Sunnyvale (the “City”), the County of Santa Clara, the State of California, or any of its political subdivisions, and neither the City, said County, said State, nor any of its political subdivisions, is liable hereon nor in any event shall this Series 2025 Bond be payable out of any funds or properties of the Authority other than the Revenues.

This Series 2025 Bond is one of a duly authorized issue of bonds of the Authority designated as the “Sunnyvale Financing Authority Solid Waste Revenue Bonds, Series 2025 (the “Series 2025 Bonds”), in an aggregate principal amount of $[Principal Amount], all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption provisions) and all issued under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”), and under an Indenture of Trust dated as of November 1, 2025 , between the Authority and the Trustee (the “Indenture”) and a resolution of the Authority adopted on ___ 2025 , authorizing the issuance of the Series 2025 Bonds.

Reference is hereby made to the Indenture (copies of which are on file at the office of the Authority) and all supplements thereto for a description of the terms on which the Series 2025 Bonds are issued, the provisions with regard to the nature and extent of the Revenues, and the rights thereunder of the owners of the Series 2025 Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Authority thereunder, to all of the provisions of which the Registered Owner of this Series 2025 Bond, by acceptance hereof, assents and agrees.

The Series 2025 Bonds have been issued by the Authority to finance improvements to the solid waste collection, treatment and disposal system of the City (the “Solid Waste System”). This Series 2025 Bond and the interest and premium, if any, hereon are special obligations of the Authority, payable from the Revenues, and secured Attachment 4

B-3
by a charge and lien on the Revenues as defined in the Indenture, consisting principally of installment payments made by the City under an Installment Sale Agreement dated as of November 1, 2025 , between the Authority and the City (the “Installment Sale Agreement”). As and to the extent set forth in the Indenture, all of the Revenues are exclusively and irrevocably pledged in accordance with the terms hereof and the provisions of the Indenture, to the payment of the principal of and interest and premium (if any) on the Series 2025 Bonds.

The rights and obligations of the Authority and the owners of the Series 2025 Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall extend the fixed maturity of any Series 2025 Bonds, or reduce the amount of principal thereof or premium (if any) thereon, or extend the time of payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the owner of each Series 2025 Bond so affected.

The Series 2025 Bonds are subject to redemption at the option of the Authority as a whole, or in part among maturities on such basis as determined by the Authority and by lot within a maturity, on any date on or after November 1 , ______, from any available source of funds, at a redemption price equal to 100% of the principal amount of the Series 2025 Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.

The Series 2025 Bonds are subject to mandatory redemption in part by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on November 1 in the respective years as set forth in the following tables; provided, however, that if some but not all of the Bonds have been redeemed under the redemption provision described in the preceding paragraph, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of the Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000 (as set forth in a schedule provided by the Authority to the Trustee).

Attachment 4

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Sinking Fund
Redemption Date
(November 1)

Principal Amount
To Be Redeemed

As provided in the Indenture, notice of redemption will be mailed by the Trustee by first class mail not less than 20 nor more than 60 days prior to the redemption date to the respective owners of any Series 2025 Bonds designated for redemption at their addresses appearing on the registration books of the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption or the cessation of accrual of interest thereon from and after the date fixed for redemption.

If this Series 2025 Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption.

The Authority may send a conditional redemption notice, that is subject to rescission as described in the Indenture.

This Series 2025 Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office, 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 Series 2025 Bond. Upon registration of such transfer, a new Series 2025 Bond or Series 2025 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. This Series 2025 Bond may be exchanged at the Trust Office for Series 2025 Bonds of the same tenor, aggregate principal amount, interest rate and maturity, of other authorized denominations.

Attachment 4

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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.

Unless this Series 2025 Bond is presented by an authorized representative of The Depository Trust Company to the Authority or the Trustee for registration of transfer, exchange or payment, and any Series 2025 Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

It is hereby certified by the Authority that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Series 2025 Bond do exist, have happened or have been performed in due and regular time, form and manner as required by the Bond Law and the laws of the State of California and that the amount of this Series 2025 Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Ordinance or any laws of the State of California, and is not in excess of the amount of Series 2025 Bonds permitted to be issued under the Indenture.

This Series 2025 Bond is not entitled to any benefit under the Indenture or valid or obligatory for any purpose until the certificate of authentication hereon endorsed has been manually signed by the Trustee.

IN WITNESS WHEREOF, the Sunnyvale Financing Authority has caused this Series 2025 Bond to be executed in its name and on its behalf with the signature of its Treasurer and attested to by the facsimile signature of its Secretary, all as of the Original Issue Date specified above.

SUNNYVALE FINANCING AUTHORITY

By:

Treasurer
Attest:

Secretary

Attachment 4

B-6

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2025 Bonds described in the within -mentioned Indenture.

Dated:

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

By:

Authorized Signatory

Attachment 4

B-7

ASSIGNMENT

For value received the undersigned hereby sells, assigns and transfers unto __________________________________ whose address and social security or other tax identifying number is ____________________, the within -mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ________________________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated:

Signature Guaranteed:

Note: Signature(s) must be guaranteed by an eligible
guarantor institution.

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.

Attachment 4

C-1

APPENDIX C

FORM OF REQUISITION FROM THE IMPROVEMENT FUND

DISBURSEMENT REQUEST NO.: _______

U.S. Bank Trust Company, National Association
Corporate Trust Dept.

U.S. Bank Tower Los Angeles
633 W 5th St., 24th Floor
Los Angeles, CA 90071

Ladies and Gentlemen:

In accordance with Section ____ of the Indenture of Trust, dated as of November 1, 2025 (the “Indenture”), by and between the Sunnyvale Financing Authority and U.S. Bank Trust Company, National Association, as trustee, you are hereby authorized and requested to make immediate disbursement of funds held by you in the Improvement Fund for the payment of Improvement Costs or the reimbursement of the City of Sunnyvale for payment of Improvement Costs.

You are hereby requested to pay to the person(s), corporation(s) or other entity(ies) designated on Schedule A attached hereto as Payee(s), the sum set forth on said Schedule, in payment of all or a portion of the Improvement Costs described on said Schedule, and all such payments shall be made by check or wire transfer in accordance with payment instructions contained in Schedule A or the invoice submitted in accordance therewith and the Trustee shall have no duty or obligation to authenticate such payment instructions or the authorization thereof:

The undersigned hereby certifies that (i) no part of the amount requested herein has been included in any other request previously filed with you; (ii) the labor, services and/or materials covered hereby have been performed and the payment requested herein is due and payable under a purchase order, contract or other authorization; and (iii) the amount requested will be applied for an Improvement Cost.

Dated: __________, 20__

CITY OF SUNNYVALE

Attachment 4

C-2

By:

Attachment 4

Schedule A

Payee
Name*

Payee
Address

Amount
Requested
Description of
Improvement
Cost
Payment by
Wire or US Mail

* Invoice or statement is attached.
** See attached invoice.

Attachment 4