INDENTURE OF TRUST

by 1md between the

LYNWOOD UTILITY AUTHORITY

and

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

Dated as of August l, 2017

Relating to the S5,750,000

Lynwood Utility Authority Enterprise Refunding Rennue Bondi, 2017 Series A

TABLE OF CONTENTS

page

ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY ................... 3 Section 1.01 Definitions ................................................................................................. 3 Section 1.02. Rules ofConstruction .............................................................................. l8 Section 1.03. Equal Security ......................................................................................... 18

ARTICLE II THE BONDS ............................................................................................................ 19 Section 2. 01 . Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2. 09.

Authorization of the Bonds ..................................................................... 19 Terms of the Bonds ................................................................................. 19 Form ofBonds ......................................................................................... 20 Execution of Bonds ................................................................................. '.:)() Transfer of Bonds .................................................................................... 20 Exchange of Bonds ................ , ................................................................. 20 Temporary Bonds ............................................... , .................................... 21 Bond Registration Books ......................................................................... 21 Bonds Mutilated, Lost, Destroyed or Stolen ........................................... 21

ARTICLE III ISSUE OF BONDS; APPLICATION OF PROCEEDS; COSTS OF ISSUANCE FUND .................................................................................................................. 22

Section 3.01 Section 3.02. Section 3.03, Section 3 .04. Section 3.05. Section 3.06.

Issuance of Bonds .................................................................................... 22 Application of Proceeds of Donds and Other Moneys ............................ 22 Ei;tablishment and Application of Costs of Issum1cc Fund ..................... 22 [Reserved.] ................ , ................................. , ........................................ , ... 22 Validity of Bonds .................................................................................... 22 Rate Stabili'.i'.ation Fund ........................................................................... 23

ARTICJ ,E IV REDEMPTION OF BONDS .............................................. , ................................... 24 Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05.

Tetms of Redemption .............................................................................. 24 Selection of Bonds for Roocmption ....................................................... 24 Notice of Re.:lemption .............................................................................. 25 Partial Redemption ofBonds ................................................................... 25 Effuct of Redemption ....................................... , ...................................... 26

ARTICLE V GROSS REVENUES; NET REVENUES .............................................................. 27 Section 5.01. Section 5.02.

Section 5.03. Section 5.04. Section 5.05. Section 5.06. Section 5.07.

Pledge of Net Revenues ........................................................................... 27 Receipt. Deposit and Application of Revenues and Net Revenues; Rate Stabilization Fund ........................................................................... 28 Application of Interest Account .................. , ........................................... 29 Application of Principal Account ............................................................ 29 Application ,)fReserve Account .............. , .............................................. 31 Application of Redemption Fund ........................................................... .32 Investment of Moneys in Funds and Accounts ....................................... 33

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ARTICLE V1 COVENANTS OF THE AUTHORITY; SPECIAL TAX COVENANTS .......... 34 Section 6.01. Punctual Payment ................................................................................... .34 Section 6.02. Extension of Payment of Bonds .............................................................. 34 Section 6.03. Discharge of Claims ................................................................................ 34 Section 6.04. Opcrntiun of Enterprise in Elllcient and Economical Mnnner ................ 34 Section 6.05. Against Encurnbrance ............................................................................. .34 Section 6.06. Records and Acx:ounts ............................................................................. 35 Section 6.07. Rates and Charges ................................................................................... 35 Section 6.08. LimitationM on future Obligations Secured by Net Revenues ................ 36 Section 6.09. Further Assurance5 .................................................................................. 38 Section 6.10. Section 6.11. Section 6.12. Section 6.13. Section 6.14. Section 6.15. Section 6. l 6. Section 6.17. Section 6.18.

Waiver of Laws ...................................................................................... .38 Private Activity Bond Limitation ........................................................... .38 Private Loan Financing Limitation .......................................................... 38 Federal Guarantee Prohibition ................................................................. .3 8 Rebate Re,:iuirement ............................................................................... .38 No Arbitrage ........................................................................................... .38 Maintenance ofTax-Exemption .............................................................. 38 Interfund Loans ....................................................................................... 38 Assumption of Obligations Upon T =ination of the Lease Agreement ............................................................................................... 39

ARTICLE VII MAINTENANCE, TAXES, INSURANCE AND CONDEMNATJON .............. .40 Section 7.01. Maintenance and Operation of the Enterprise ........................................ .40 Section 7. 02. Taxes, Assessments, Other Governmental Charges and lJtility

Section 7.03. Section 7 .04. Section 7 .05. Sl.lction 7 .06.

Chmg,cs .................................................................................................... 40 Public Liability and Property Damage Inst1rBJ1ce ................................... 40 Casualty Insurance ...................................................................................... 40 Insurance Net Proceeds; Form of Policies ............................................... 41 Eminent Domain ...................................................................................... 41

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS ............... .42 Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Section 8. 07. Section 8.08 .. Section 8.09. Section 8.10.

Events ofDefault ..................................................................................... 42 Acceleration of Maturities ...................................................................... .42 Application of Net Revenues and Other Funds After Default.. .............. 43 Trustee to Represent Owners ................................................................... 44 Owners' Direction of Proceedings ...................................................... ... .44 Limitation on Owners' Right to Sue ..................................................... .44 Absolute Obligation of Authority ............................................................ 45 Termination of Proceedings .................................................................... 45 Rtlllledies Not Exclusive .......................................................................... 45 No Waiver ofDefault ............................................................................. .45

ARTICLE IX THE TRUSTEE .................................................................................................... .46 Section 9.01.

Section 9.02. Section 9.03.

Appointment of Trustee; Duties. Immunities and Liabilities of Trustee ..................................................................................................... .46 Merger or Consolidation ......................................................................... .47 Liability of Trustee .................................................................................. 4 7

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Section 9.04. Section 9.05. Section 9.06. Section 9.07.

Right ofTnrntcc to Rdy on Documents .................................................. 50 Preservution and Inspection of Documents ............................................. 50 C()mpensation ofTrustee ......................................................................... 50 lndemnificalion ........................................................................................ 50

ARTICLE X MODIFICATION OR AMENDMENT OF THE INDENTURE ............................ 51 Section 10.01. Amendments Permilted ........................................................................... 51 Section 10.02. Effect of Supplemental Indenture ........ ., ................................................. 52 Section 10.03. Endorsement of Bonds; Preparation QfNew Bonds .. ., ............................ 52 Section 10.04. Amendment of Pmticular Bonds ............................................................. 53

ARTICLE XI DEFEASANCE ..................................................................................................... .54 Section 11.01. Discharge of Indenture ............................................................................ 54 Section 11.02. Discharge of Liability on Bonds ............................................................. 54 Section I 1.03. Deposit of Money or Securities with Trustee ......................................... 55 Section 11.04. Payment of Bonds After Discharge oflndcnture .................................... 55

ARTICLE XII MISCELLANEOUS .............................................................................................. 56 Section 12.01. Liabilily of Authority l .imited to Net Revenues ..................................... 56 Section 12.02. Successor ls Deemed Included in All References to Predeccssor. .......... 56 Section 12.03. Limitation of Rights to Parties and Owners ............................................ 56 Section 12.04. Waiver of Notice ........................................................................ , ........... .56 Section 12.05. Destruction ofBonds ............................................................................... 56 Section 12.06. Severability oflnvalid Provisioo8 .......................................................... .56 Section 12.07. Notices ..................................................................................................... 57 Section 12.08. Evidence <>fRights ofOwners ................................................................. 57 Section 12.09. Disqualified Bonds .................................................................................. 58 Section 12.10. Money Held for Particular Bonds ............................................................ 58 Section 12.11. Funds and Accounts ............................................................................... .58 Section 12.12. Article and Section Heo.ding3 and References ......................................... 58 Section 12.13. Waiver ()fPersono.l Liability ................................................................... 59 Section 12.14. Ell.ecution in Several Countt,-parts ......................................................... 59 Section 12.15. Governing Law .............................................................. ,. ........................ 59

EXHIBIT A-FORM OF BOND EXHIBIT B--!lORM OF INVESTOR LETTER

INDENTURE OF TRUST

THIS INDENTURE OF TRUST, is duted as of August 1, 2017, by and between the LYNWOOD lJTlLlTY AUTHORITY, a joint exercise of powers authority organized and existing under the constitution nnd laws of lhc Staie of CE11ifornia (the "Aull1ority''), nnd Tl ITI BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a nationul banking associulion orga11ized am! c.xisti11g undor the law8 of the United States of Americfl, with a corporate tru~t ofUce in Los Angeles, Califomiu, and being qualified to accept and administer the trusts hereby created ( the "TruRtcc '');

WITNESS ETH:

WHEREAS, the Authority is a joint powers at1thority duly orgunized and existing under a11d pursu~ut to that certain Joint Exercise of Powers Agreement, <lated aa of September 1, 2003, by uml bctwec11 the City of I ,ynwoo<l (the "City") and the Lynwood Redevelopment Agency (U1c "Agency" ,md, with the City. tho "Mcmhers''), and llndcr the provi~ions of A1ticles I tln:ough 4 (commtmcing with section 6500) of Chapter 5 of Division 7 of Title l of the California Govcrnnwnt Code (the "Act"), nnd is authorized p\irsuant to /\rtick 4 ()f the Act to borrow money for the purpose of timmcini the 1u:qubilion of houds, not;;s and other obligalions of or for tile purpo~e of making loans to, public entities, incl11ding the Members, wld to provide finAncing for public c11pitnl improvomc11ts of public eutities, including the Members;

WHEREAS, the Authority is nuthorize<l pursuant to the provisions of 8ection 6584 of the Act (the "Bond Law"), to is5ue its revenue bonds for the purpose of financing facilities for the production, storage, transmission, or treatment or water m wal!tewatcr;

WHEREAS, the Authority has heretofore authorized, issued and sold $5,735,000 principal amount of its Lynwc)Od Utility Authority Enterprise Refunding Revenue Bond;i, 2009 Series A (th" "2009 Bonds"), for the purpose of rerundir1g, on a current basis, outstanding Lynwood Public Financing Authority Water Revenue Bonds (Water System hnprovement Project), Series 1999;

WHEREAS, payment of the principal of and interest on the 2009 Bonds was secured by a pledge of net revenues received hy the Authority from the operation by the City of its combined waler and sewer sy~lem (the "Enterp11sc"):

WHEREAS, the Authority, ~Her due investigation and deliberatiou, has detennincd that it is in the i11l1.:rcats of the Authority RI this time lo pnivi<le for the issurince of additional bond~ urn.Jcr the Bond Law to (a) refund, on an advanc" basis, the 2009 Bonds, an<l (b) pay the c,,sts of issuance of such bonds;

WHEREAS, to that cud, the Authority has detennined to issue its revenue bonds, to be designuted as the Lynwood Utility Authudty l:'.nterprise Rofi.mdi11g Revenue Bomls, 2017 Series A, in the principal amount of SS,750,000 {the "Bonds"), to be secured by a pledge or the net revenues derived from the opcrati()n of the Enwrpri~e, on a parity with the 2008 Bunrl, 11nd 2014 Bonds (each defined below);

WHEREAS, in order to provide for the authentication and delivory of the Bonds from lime lo time and in sud1 series as rnay he established by thv Amhmity, lo establish mu! dcdnre the ti;,nn~ and conditions upon which the BoncL~ arc lo be iMued and sccuro<l ,ind to secure tho payment or the principal thcrcmf and premium (ir any) and of th,1 interest thereon, the Ilonrd of Director~ of the 1\uthority hos authuriT.od the execution of this Indenture;

WHEREAS, all Bonds is3ucd under tins lndentur<' will be secured by a pledge of the Net Revenues, as defined herein, and certain other moneys and securities held by the Trustee hereunder; and

WHEREAS, all acts and proceedings requira:1 hy law ncce~~ory to make the I3onda, wl1e11 executed hy tho Authority, autb,.,1hcated and delivered by thti Trustee und duly iss\l.::d, the valid, biudinr, and legnl spoci :i.l obligations of tho Atithorily, and to con:;tit1rte this lndcmure a valid and binding :1grcanent tor the uses and purpose~ herein sel forth, in accorduncc with its lerms, h11ve been done and token; and tho execution 1111d delivery of this Indenture have been in all respect~ duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. that in order m secure the pnymenl of the principal ofnnd premium (ifauy) mid interest on nil Oonds at any time issued and OuL~laruling under this lndtmture, nc:ccmling to their tenor, nnd lo secure the pcrformnnce and ob~crvunc.._: of Hll tho covenants and conditioll!S therein and herein set forth, and to declare the tennij and conditions upon and subject to whieh the 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 acccpt1111ce of the Hm1ds by the owners thereof, and for other valuable consideration the rtic-,iµt nnd sufficiency of which is hereby ncknowlcdged, the Authority does hcrehy covenant an.cl ngre.: will, tbe Trustee, for Lhc benefit of the respective owners from time to time of the Bonds, as follows:

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ARTICLE I

Dr:FINITIONS; RCLES OF CONSTRUCTION; EQUAL SECURITY

Section 1.01. Ddiuitions. Unless the context otherwise requires, the tenns defined in this Section l.0 l shall for all purposes of this [ndenture and of any Supplemental Indenture and of any oertiticatc, opinion. request or other documents herein mentioned, have the meanings herein :lpccified, to be oqually applicablo to both the singulnr nnd plural forms of any of the terms herein defined.

"Act" means Articles l through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title I of the California Government Code.

"Additional Revenues'' means, with respect to th;; iiisuance of any Bond~ or Parity Obligations, an allowimcc for Net Revenues (i) arising from :my increase in the charges made for service from the Entcrpriso adopted prior to the incurring of ~uch Bonds or Parity Obligations and effective within eighteen ( 18) months following the d1uc of incurring 1:1Uch Bonds m Pnrity Obligations, in an amount equal to the lot,11 amount by which the Net Revenues would have heen increnRed if such increase in cl1nrges had been in effect during the whole of tl1c most recent completed Fiscal Year or during any more recent twelve (12) month period selected by the Authority, and (ii) ariqing from any in,~rense in service connections to the Enterpri3e prior to the i11curring or such Bond~ or Parity Oblig11tioll8, in an amount equal to the total amount by which the Net l:! evenues would have been iucrensed if such connections had been in existence during the whole of the most recent conqJlcted Fi5cal Year or during any more recent twelve (12) month period ~tl!ectcd by the Autho1ity, all as shown by the ccrtificate or opinion of an Independent Financial Consultl!llt.

"Approved Institutional Buyer" means an institution or Person which meets at lcust one of the following criteria:

L A11y of the following entitic::i, acting for its owu m:count or the accounts of other Approved ln8titutionnl Buyor!:I. tlwt i,1 the aggregate ()Wl1S and invcists on a discrctionnry basis nt lea.~t :$100 million in securities or is!uers that arc not affiliated with the entity:

(A) Any insurance company as defined in Section 2( 13) of the Securities Act of !933, as amended;

NOTE: A purchase by an insurance compnny for one or more of it.'! separate acconnts, as defined by Section 2(.t)(37} of the Investment Company Act of 1940 (the ·'Investment Company Act"), which are neither registered under Section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purchase for the account of such insurance company.

(B) Any investment company registered under the Investment Company Act or any husiness development company as defined in Section 2(a)(48~ ofthut Act;

(C) Any Small Business Company licensed by the U.S. Small Business Administration under Section 30l(c) or (d) of the Small Business lnvestmcnt /\cl of 1958;

(D) Any plan established and maintained by a state, its political subdivision~, or any agency or instrumentality c)f a state or its political subdivisions, for the benefit of its employees;

(E) Any employee benefit plan within the mea11ing of Title I of the Employee Retirement Income Security Act of 1974;

(F) Any !Just fund whose tmstcc is a bank or trust company and whose particip,mts arc e:xclusively plans of the types identified in paragraph (l)(D) or (E) of this section, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(G) Any business development company as defined in Seeti<m 202(a)(22) of the Investment Advisers Act of 1940; or

(H) Any bank a..-; defined in section 3(a)(2) of tho Securities Act of l 933, as amended (the "Securities Act") or a savings and 101111 association or other institution as defined in Section 3(a)(5) or the Secu1itics Act whether acting in its individual or fiduciary capacity.

2. Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, acting fur il~ own account or the accounts of othei· Approved Institutional Buyers. that in the aggregate owus nnd inve5ts on a discretionary basis at least $10 million of securities of issuers 1J111t arc not affiliatvd with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public ollering shall not be deemed to be owned by such dealer.

3. Any dcale1· registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, acting in a ri1'kless principal transaction on behalf of an Approved Institutional Buyer.

NOTE:A regi~tercd denier may net as a.gent, on a non-discretionary basi3, in a transaction wi1h an Approved Institutional Buyer without itself having tQ he an Approved Institutional Buyer.

4, Any investment company registered under the Investment Company Act, acti11g for its own account or for the m.:counts of other Approved lnstituticmal Buyers, that is pmt of a family ofi1westment companies which own in the aggregole at least $100 million in secl1rilies of isguers, other than issuers tl111t arc affiliated with the investment company or arc part of such family of investment companies. "Family of investment companies" meuns any two or more inveRtment companies registered under the [nvestrnent Company Act, except for a unit investment tmst whose assets consi1<t solely of shares of one or more registered invcs1ment compunics, that have the same: invc.~tmcnt advisc1 (or, in the case of unit investment trusts, the same depositor), provid,!d, th,11, for purpoMJS of this. section:

(A) Each ~cries of a series company (as defined in Rule l Sf-2 under the Investment Company Act [17 CFR 270. l 8f-2l) ahall be deemed to be a separate investment company; and

{13) Investment companies shall be deemed to have the same adviser (or dcpo.silor) if their udvisers (or depositors) are majority-owned subsidiarie8 of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor).

5. Any entity, all of the c:quily ,Jwners of which are Approved Institutional Buyers, acting fur its own acc1Junt or tht1 avcoun1s of other Approved Institutional Buyers.

6. Any bank as defined io Section 3(a)(2) of the Securities Act of 1933, as amended, any savings and Joan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act of 1933, as amended, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Approved Institutional Buyers, that in the aggregate owns and invests on a discretionary basiM at lea9t $100 million in sccmitics of issuers that arc not affiliattid with it and that has an audited net wm1h of at least $25 million as demonstrated in its latest annual financial statements, as of a date nol more than 16 months preceding the date or sale under Rule 144A of lhc Securities Act of 1933 in the case of a U.S. bank of savings 1md loan association, and not more than 18 months preceding such dale of sale for a foreign bank or savings and loan asRociation or equivalent institution.

7. Any insurance company as defined in Section 2(13) of the Exchange Act;

8. AJ1y investment complllly registered under the lnveslment Company act of 1940, as amended (the ·'Inve8lment Company Act''), or a business development company as de[incd in Section 2(u)(48) of the Investment Company Act;

9. Any Small Business Investment Company licen.~ed by the small Business Administration under Soction 30l(c) or Section 301(d) of the Small Business Investment Act of I 958, us amended;

10. Any plan established and maintained by a state, its political subdivisions, or any agency or i11strumentality of a slate or its political subdivision for the benefit or its empl\iyecs, if investment de"-i8ions aro mndc by a plan fiduciary which is a bank, savings and loan association, insurance company, or registered investment udvi~or and lhe plan establishes fiduciary principles the same as or similar to those contained in Sections 404-407 of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ER!SA");

1 I. Any t.,mployec benefit plnn within the meaning of ERISA if investment deci3ioM urn made by a, plan fiduciary, as defined in Section 3(21) of ERlSA, which is either a bank, savings and loan association, insurance company, or registored investment advisor, or if the employee benefit pl1:1n has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are a-:creditcd investors;

12. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $2,000,000;

13. The trnstee of a trust whose securities are registered pursuant to an effect regis1ration statement under the Securities Act.

14. Any investment adviser registered under the lnvestment Advisers Act.

15. Any trust, with total assets it1 excess of $5,000,000, not fonned for the specific pwpo~e of acquiring the securities offered, who~c purchase is directed by a 80phisticale;:<l pen;on. h1r p1.11p~13os of thi~ defined torrn, a sophisticated person shall mean a purchuser who has ~uch knowledge and experience in financial and business matl<xs that ~uch purcha~cr i.~ capable of evaluating the merits mid 1isks of the prospective investment; provided th~t such investor signs a11 investor letter in suhstantiully the form set forth in Exhi!?..it B hereto.

ln detennining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and intere~ls ,hall be excluded: bank deposit notes and certificates of depo~it; 101111 participations: repurchase aj.\reernents; securities owned but subject to a repurchase agreement: and cul1"ency, inti,rest mtc and commodity swaps.

The aggregate value of securities owned nnd invested on a discretionary basis: by an entity shall be the cost of such securiti11s, except where the entity reports its securities holdings in its fimmcial statements on the bnsis of their market value, and no current information with re~pcct to the cost of thoiie securities has been published. In the latter event, the securities may be valued at market for purposes of this section.

bl detem1ining the aggregate amount of securities owned hy an entity ,md inve~tcd on a discretionary basis, securities owned by subsidinrieg of the ~ntity that iire consolidnted with the entity in its financial statements prepared in ncc:ordm1ce with e,enerally nccepted accounting principles may be included if the investment~ of such ,ub,;i<liaries arc mani1ged under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or I .'5(d) or the Securities Exchange Act of 19)4, ,1s amended, securities owned by such suhsidiaries may not be im.:h,ded if the entity itself is a majority-owned subsidiary that would be included in the: eonsolidnted financial statements of another enterprise.

For purposcs of this section, ·'risk less principal transaction" means a tran~action in which a dealer buy3 a security from any person nncl roai(c~ a simultancou~ offactting sale of such security to 1111 Approved Institutionnl D\1ycr, including mwtlu;r dealer actrng as rigklcss principal for an Approvod lnstit\ttional Buyer.

"Authority" means the Lynwood Utility Authority, 11 joint cx.erd:,e of powers authority organized and existing under the ,:onstitu\i(Jn and laws of the StE1tc, and any successor thereto.

"Authorized Representative" means, with n,spect lo the Authority, the Executive Director of the Authority or 11ny olhcr person dcsignated as an Authorized Rcprosentative of the Authority by a Certificate of the Authority signed by the Executive Director ufthe Authority and filed with the Trustee.

"Board of Directors'' means the Board of Directors of the Au1hority.

"B011d Full(f' means the fund by thut name established pursuant to Section 5.02.

"Bond Law" means section 6584 of the Act, as in effect on the Closing Date or as thereafter amended in acoonlance with its terms.

"Bond Regirtration Rooks" means the books maintained by the Tru3tee pursuant to Section 2.08 for t11e registration nm\ tran~for of owne1"!ihip of the Bonds.

'·Bond Ye,1r" means 11ny twelve-month pc1iod commencing on June 2 in a yeui and ending on the nuxt succeeding June L hoth dates inclusive; proi~·,Jw:f, howner, tlwt tile first Oond Year 11hall commence on the Closing Date n:lating to the Bonds and shall q.1(1 011 Jun,; 1, 2018.

""Bond~" means tile Authority's Lynwood Utility Authority EnteqJrise Refonding Revenue Ronds, 2017 Series A i~~ucd and nt any time Out~tamling hereunder.

"Ru.sine':Js /J,1_11'' means a d11y of the year on which bank~ in Lo~ Angeles, C,tlifomia, are not required or authorized to rcrn11in c\o~cd and on which The New York Stock Exchange is not c\Med.

"Certificate," "Statement!' "R1,q1wst," "Requisition" and "Order" of tbe Authority mean, respectively, a written certificate. stntement. request, rcqui~itfon or order signed in the name of the Authority by an Auth()rized Reprc.~entative of the Authority. Any such instrument and suppmting opiniomi or rcprooentations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or mol'C so cornbincd shall be read and construed as a single in.~trument.

"Ci(v'' mc,ms the City of Lynwood, a general law city and municipal corporation organizoo aud existing under the constitution and laws of the State, nn<l any successor thertilti.

"City Councif' means the City Council of the City.

"Closing DMe" means the elate upon which there is an exchange of the Bonds for the proceeds reprc.senling the purchase or the Bonds by the original purchasers thereof

"Code'' means the Internal Revenue Code of 1986 as in effect on the Closing Date, or as it may he amended to llpply to obligations issued on the Closing Date, together with applicable temporary and lino! regulations pronmlgntcd under the Code.

"Costs uf J.,sumi,·e" means nll expense,; directly or indirectly payable by the Authority and rclati;:d to the authorization, tssuancc, snle a.ml delivery of ~ands, including but not limited to advertising an<l p1foting custs, co~ts of preparation and reproduction of document8, filing and rcoorcling lees, initial 11::e~ and d1~rges of the Tru8lcc, compensation, fees an<l t<.t;penses or 1he Authority, the Tnistee and its respccti-vc coun~l, cmnpcnsation tlJ any finnndnl con~ulmnts or underwriters, lc[!al fee:; and cxpcusc~, rating ogency lee~, bond insuranc1;: fee~, Ices and chorges

for preparation, c1,.ccution, 1ransport11tion and safekeeping of Bonds, and any other cost. charge ,;r fee in connecl ion with the original i~su,mcc of Bonds.

"Costs of fasuance Fum:f' means the fund so designated and established pursuant tu Section 3 .03.

"Debt Service" means, during any period of computation, the amount obtained for such period hy totaling the following amounts:

{ a) The pri11cipal amount of all Outstanding Bonds coming due and payable by their tcnns in such period; uud

(b) The interest which would be due during such period on the aggregate principal amount of Bonds which would be Out~!Antling in s11oh period if the BondH are retired as scheduled, but deducting and excluding from such aggregate amount the amounl of Bo11ds no longer Outstanding.

"D<!,/i!11sance Obligations" means (n) cash, [lnd (b) Federal Su,;uritie5. Any security used for defoasa11ce must provide fur Ilic timely payment of prineipRl and interest and cannol be callable or propnyebk prior to maturity or earlier redemption of Lbc rated debt ( ex duding securities that do not have a fixed par value audior wh!:>se torms do not promise a fixed dollar amount al maturity or call date).

"Ento1piis,:'' mem18 the properties and !lssets. real and perno1u1l, tongiblc and intangible, ol' the City, 110w or hereafter existing, u!led or pertaining to the generation, tran~mi~sion, distribution and snle of water, and all facilities necessary for the diAposal m· reuse of wit&tcwalcr, inducting sew11ge tr.;atment plants, intercepting and collecting sewers, outfall Rewoni, force mains, pumping ~tations. cjcctclr stations, pipes, volves, machim:ry and other appurtenances fur the co!le-.:tio11, tr~atmi::nt, purification or diHposal of scwuge, including all additions, expansions, improvements and betterments thereto and equipping thereof.

"Escrow Agreement" means the Escrow Deposit and TniRt Agreement, datod as of August 1, 2017, between the Authority and the Escrow Bank, relating to the rcfonding of the 2009 Bonds.

"liscrow Bant" means The Bank of New York Mellon Tnist Company, KA., a national banking association organized and existing under and pursuant to the luws ofthti United Stt1tcs of America.

"Escrow Fund" means the Escrow Fund established and held by the Escrow Bank pursuant to the Escrow Agreement.

"Event of De.fault" means any of the events of default described in Section 8.01

·'f',,derul Securities'· mcuns (ll) ctt,h [fully in~ured by the Podernl Dllposit ln~urnnc" Corporatiun), (h) direct oblil!;ations (uther than nn obligat1011 snbjc,ct to vurmtion in principal repaymont) or the United States ot· America ("ll.S. T1c;1~ury Obligation:;"), (c) obligotions fully ,1rn.l m1condiurn1ally g11nra11kod as to timely p:1ymcnt of piindpal aod interest by the United

·8

States of America, (d) obligations fully and unconditionally guaranteed as to timely payment of pri11cipal and interest by any agency or inshurnc-ntality of the United Stales of America when such obligations arc backed by the full foith and credit of the United States of America, or (e) evidences of ownership of proportionate interests in future interest and principal payments on obligations describe above held by a bank or lrnsr company ,is custodian, under which the owner of the investment is the real party in interest Hml has the right to proceed directly and individually against the obligator and the underlying government obligations arc not available to any person claiming through the custodian or to whom the custodian may be obligated.

"Fiscal Year'' means the period commencing on July l of each year and tenninating on the next succeeding June 30.

"Governmental Loan" means a loan from the State or the United States of America, acting through any of its agencies, to finance improvements to the Enterprise, and lhc obligation of 1he Authority to make payments to the State or the United Stntes of America 1111der the lor.n agreement memorializing said loan on a purity busis with the payment of Debt Service payments.

''Indenlure'· means this Indenture of Trust, as originnlly executed or as it may from time to time be supplementtl<l, modified or amended by any Supplemental Indentun:: pursuont to the provisions hereof.

"Independent Accountant" means any certified public accountant or finn of such accountants appointed and paid by the Authority, and who, or each of whom:

(a) is in lac! independent and not under domination of the Authority;

(b) does 11ot havti any substantial interest, direct or indirect, with the Authority; and

(c) is not conneL'ted with tho Authority as an officer or employee of the Authority, bl1t who may he regularly retained to make annual or other audits of the books of or report~ to the Autltority.

"independent Hnancial Consttltant" means any financial consultant or fimi of such co1J1Jul1m1ts of national reputation ge11crnlly recognized to be well qualilicd in fo1nncial matters relating to systems similar to the Enterprise, nppoi11ted and paid by the Authority, and who, or each of whom--

I. is in fact indepcnde11t and not under the control of the Authority;

2. does not have a substantial financial interest, direct or indirect, in the Authority; and

3. is not connected with the Authority as a hoard memhcr, oflicer or employee of the Authority m City, but may be regularly retained to make reports to the Authority or City.

"Insurance Consultant" means a person (which may be the Authority's insurance agent or broker) having experience and a favorable reputation in coMulting on the insurance

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n:q1.1ircmcnts of water Md sewer utilitie~ in the State of the general ~izc and character of the Enterprise, selected by the Aulliority.

"Interest Account" means the account hy that name m the Bond Fund established pursuant to Section 5. 02.

"Interest Payment Date" means June l and December I in each year, beginning December I, 2017, and continuing so long as any Bonds remain Outstanding.

"l.easc Agreem<?III" means that ce1ta1n Entcrp1ise Lease Agreement, dated as of April l, ?,003, by and between the City and the Authmity, pursuant to which the City leased the Ent«prisc to the Authority a11d the Authority leased the Enterprise from the City.

"Ma.timum Aggregate Annual Debt Service" means, as of the date of calculation, the maximum amount of Debt Service for tbe current or any future Bond Year with respect lo all Bonds and any Parity Obligations Outstanding.

''Moody's" meaos Moody's Investors Service, Inc., or any successor therelo.

"Nt·t Proceeds" means the par amount ofthe Oonds plus accrued intu-csl 11nd premimn. if any, less the 1illlo,ml of any underwriter·~ and original i~sue cli~count, 1f lllty, Jes, the pmceeds applied tu pay Cnsts of Issuance, and lesM the amount of proceeds depo~itcd in the Re~crve Account.

"Ne/ Rl!Vi'/Wes" means, for any Fiscal Year, an amount eq1n!I to all of th.: Revenues received with respect to such Fiscal Year, minus the amount required to pay all Opcrntion and Muinternmce Costs becoming payable with respect to such Fiscal Year.

"Operation and Muintcnance Casts" means t:ost~ 8pent or incurred fur maintenance and opcmtt,m of the Enterprise c,llcuh11ed in 11ccotda11cc with gcncn1lly accepted accounting principle,, inch,ding (among other thing.~) Lhc cost of purchasing water, the rca,io11able ,ixpcnscs uf manaeemcnf and repair and other axpenRes necassary to maintain snc\ preserve Lhc Enterprise i.n good rep,1ir and working on!cr, and including administrative cosls of the City thi1t are chaq,icd directly or apportioned to the Enterprise, including but not limited lo snlaries Jlld wages of employees, payments to any pension system, overhead, insurance, taxes (i r any), fees llf uuditors, accou111m1t,, uttomcys or cngineerg und insurance premiums, and iJJcluding nil other i-casonable and necessary costs of the City and the Authority or chargf.ls (other than debt ,ervice payments) m.111ired lo he paid by il to comply with the 1em1s oflhc Bonds or of any rcsol1.1tion or indenture 11uthori1.ing the issuance nf Parity Obhgations. or of such Parity Obligations, but excluding, in all cases, deprcuintion, replaccmenl 1\11d obsolescence charges or reserves therefore and amortization ofinlangibks ,1r othc:r bookkeeping enti·ici of a similar nature !llld all capital charges,

"Optional Redemption Account" means the account by that name in the Redemption Fund established pursuant to Section 5.06.

"Outstanding," when used as of any particular time with reference to Bonds, means all Bonds theretofore executed, issued and delivered by the Authority under this lndonlure except:

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(a) Bonds theretofore canceled by the Trnstee or surrendered lo the Trustee for cancel 1 ation;

(b) Bonds paid or deemed to have been paid within the meaning of Section 11.01; and

( c) Uonds in lieu of or in substitution for which other Bonds shall have been executed, is~ued and delivered by the Authority pursuant to this Indenture or any Supplemenlal Indenturo.

"Owner" or "Bond Owner,'' when used with respect lo any Bond, means the person in whose Bame the ownership of such Bond shall be registered on the Uond Registration Books. Initially, the Owner is ZB, N.A.

"Parity Obligations" means indebtedness or other obligations of the Authority (including leases and installment sale agreements) herealler issued or incurred and secured by a pledge of and hen on Net Revenues equally and ratably with the Uonds. For all purposes of this Indenture, the 2008 Bond6 snd the 2014 Bonds shall col18tituto, be deemed to be and he treated as Parity Obligations.

"Permitted lnve.Jlment.v" means the following:

(a) Federal Sec,trilics;

(b) Federal Housing Administration debentures;

(c) The following listed obligations govcromen!-sponsored agencies which are not backed by the foll faith and credit of the United Stales of America:

(i) Federal Home Loan Mortgage Corporation (FHLMC) senior debt obligations and participation certi ficatcs (excluded are stripped mortgage seemities which are purchased al prices exceeding their principal amounts),

(ii) Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system-wide bonds and notes,

(iii) Federal Home Loan Banks (FHL Uanks) consolidated debt obligations, and

(iv) Federal National Mo1tguge Association (FNMA) senior debt obligation.q and mortgage-backod securities (excluded are stripped mortgage securities which arc purchaged at prices exceeding their principal amounts);

(d) Unsecured certificates of deposit, time deposits, and bankers' acceptances (having maluritics of not more than 365 days) of any bank the shorl-lcrm obligations of which are r.ued "A-l +" or better by S&P and "Prime-]" by Moody's, which may include the Trustee and its affiliales.

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(e) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation, in bimks which have capital and sw11lus of at least $15 million.

(f) Commercial paper (having original maturities of not more than 270 days) rated al the time of purchase "A-I !-'' by S&P and "Prime-]" by Moody's.

(g) Money market funds rated "AAm" by S&P, or better ru1d if rated by Moody's rated "Aa2" or be1:ter, including lunds for which the Trustee, its parent holding company, if any, or any afliliatcs or suh~idiarie8 of the Trustee receives and retains a fee for services provided to the fund, whelhcr as a cu~lodian, trun~fcr agent, investment advisor or otherwise.

(h) "State Obligations," which means:

(i) Direct general obligations of any state of the United States of America or any subdivision of agency therllofto which is pledged the full faith and credit of a state the unsecured gcnerttl obligation debt of which is rated at least "A3'' by Moody's and at least "A-" by S&P, or any obligiuion fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated,

(ii) Direct general short-term obligations of any state agency or subdivision or agency thereof described in (i) above and rated "A-1 1" by S&P and "MlG-1" by Moody's, and

(iii) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state or state agency desciibcd in (ii) above and rated "AA-" or better by S&P and "Aa3" or bettc,- by Moody's;

(i) Pre-refunded municipal obligations rated "AAA" by S&P and "Aaa" by Moody's meeting the following requirements:

(i) the municipal obligations arc (A) not subject to redemption prior to maturity or (H) the trustee for the municipal oblig,LtionH l1t1s been given in-evocable instructions concerning their call and redemption ,md the is!\tter of the municipal obligations has covenanted not to redeem such municipal obligations other than us set furth in such instructions,

(ii) the municipal obligatio11s are secured hy cash or U,S. Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such 1mmicipal obligations,

(iii) the principal of and interest on the U.S. Treasury Obligations (plus any cash in the escrow) has been verified hy the report of independent certified public accountants to be sufficient to pay in foll all principal of, interest, and premium, if any, due and to become due on the municipal obligations ("Verification Report"),

(iv) the cash or U.S. Treasury Obligations gerving as security for the: municipal obligations are held by an escrow agent or trustee i11 trust l<>r ovmers of the municipal obligations

(v) no substitution of a U.S. Treasury Obligation shall be permitted except with another U.S. Treasury Obligation and upon delivery of a new V crifkati<>n Report, and

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(vi) the cash or U.S. Treasury Obligations arc not available to satisfy anyotl1cr claims, including those by or against the trustee or escrow agent.

U) RepurchaHe agreements with

(i) any domestic bank, or domestic branch of a foreign bank, the long tem1 debt of which is rated at least "A-" by S&P and "A3" by Moody's; or

(ii) any broker-dealer with "retail CL1stomers" or a related atllliatc thereof whicb broker-dealer has, or the parent company (which guanmtcc~ the provider) of which has, long­term debt rated at least "A·" by S&P and "A3" by Moody's, which broker-dealer falls under \he jurisdiction of the Securities Investors Protection Corporation, or

(iii) any other entity rated at least" A-" by S&P and "A3" Moody's (each an "Eligible Provider"), provided that;

(A) (I) permitted collnteral shall include U.S. Treu.<iury Obligations, or senior debt obligntion.q of GNMA, FNMA or .FHLMC (no collateralized mortgage obligations shall be permitted for the3e providers), and (2) collateral levels must be at least 102% of the total principal when the collatcn1I type is U.S. Treasury Obligations., 103%, of the total principal when the collaternl type is GNMA's l!.ll.d 104% of the total principal when the colh1.tcrnl type is FNMA and FHLMC ("Eligible Collateral"),

(B) the lnlstee or a third party acting solely as ngent therefor or for the i~sucr (the "Custodian") has possession of the collateral or the collatc.,-ral hos been transferred to the Custodian in accordance wi111 applicable state and federul laws (other than by means of entries on the transferor's books) and such collateral shall be marked to market,

(C) the colhternl shall be 1narked to market on a daily bnsis and the provider or Custodian slmll send monthly reports to the Tmstee, an<l the Authority ~citing forth the type of collatcrnl, the collatcral percentage r,:quired for that collnteral lypc, the market value of the collaternl on the valuntion date and the name of the Custodian h()lding the collateraL

(D) the rtipurchusc agreement shall state and an opinioo of coun~d shall be rendered at the time such collntcrnl is delivered that tho Custodian has a perfected first priority seci1rity interest in the collateral, any substituted collateral and all proceeds thereof,

(E) the repurchase agreement shall provide that if during its term the provider's rating by either Moody",; or S&.P is withdrnwn or ~uspendccl or falls bdow '·A-" by S&P or '·J\3" by Moody's, as appropriate, the prn11icler must, notify the Authority, nnd the Tru::<lce within fivu (5l d11ys of rtccipt of such notice. Within !en (10) days of mceipt of such notice, the pmvidcr ~hall either: ( l l provide a wril!en guanmkc, (2) post Eligible C'olluteral, or (J) ns~ign the ,1greement to an Eligible Pruvidcr. lfthc provider does not perform a rcmcdy within Len ( l 0) business day~, the provider shall, at !hi.: direction of the trustee rt:pm·chase ull colloter11l and 11.:nninate the repurchase agrci.:1111:nt, with no pcnnlty or pn .. ,nium to the issuer or the Trustee.

(k) Investment agreements: with a domestic or foreign bank or corporation the long-term debt of which, or, in the case of a guaranteed corporation the long-term debt, or, in the case

of a monoline financial guaranty insurance <.:ompany, clairng paying ability, or 1he guarnntur is rated al least "'AA·" by S&P and "A~T' by Moody's (each an "Eligible Provider''); provided that:

(i) interest payments are to be made to the Trugtee at times and in amounts as necessary to pay dcht service (or, if the investment agreement is for the construclion fund, constmction draws) 011 the Bonds,

(ii) the inve3ted fonds ,m'l available for withdrawal without penalty or premium, at any time upon not more thRn seven (7) d11ys· prior notice; the Authority and the Trustee agree to give or cause lo be given notice in acmrdancc with the terms of the investment agreement so as tn receive 11.mds thercund\ll" with no penalty or promi um paid,

(iii) the provider ::ihall send monthly rcpo1ts to the Trustee, and the Authority setting forth the balance the Authority or Trustee has invested with the provider and the amounts and dates of interest accrued und paid hy the provider,

(iv) the investm1::nt agreement sh,dl state that is an uncomlilional and general ohligulion llfthe provider, 1md is not subordin:1ted to any uthcr obligation 01: the provider thcm.:of or, if the provider is a bnnk, the agreement or the opinion of counsel ::ihall state that the ubligntion of the provider to make payment~ thereunder ranks pari passu with the ubHgatinM of the provider to its other depositnrs am! its other unsecured 1md unsuborrlinated crcditorn,

(v) tho Authority and tht1 Tmstee shall recc;ivc an opinion of domestic coua~cl to the provider that such investment agreement is legal, valid, binding and enforceable against the provider in accordance with its tenns,

(vi) the A11thority and the Trustee shall receive an opinion of foreign cou11scl to the provide:r (if applicable) that (A) the investment agrt>emcnt has been duly authori~,cd, executed and delivered by the provider and consLitutc~ the legiil, valid nnd binding obligalio11 of the provi<ler, ooforceable against the provider in accordru1Ge with its tf:jnns, (H} the choice of lm.v of the sate set forth in the inve$tment agree1mmt. is valid undc:r tlmt country's hlws and a court in such coUJ11fy would llpho!d such choice of lnw, and (C) any jmlgrnenl rcndere<I by a court in the United State~ would be recognized and enforceable in such cou11try;

(vii) the investment agreement shall provide that if during its term:

(A) the providc1's rnti11g by either S&P or Moody's fa!\$ below "AA-" or "AH3", the provider sbnl~ al its option, within ten ( I 0) days of receipt of publication of ijUCh downgrade, either { l) provide a written g\rnrnntee, {'.!) 1w~t Eligible Collateral with the ls~uer, the 'l rustee or a third pmty ijCting soh,ly as agent thcrefo1 (the "Custodian") free 1111d dear or nny third purty lii:.'llS

or cl~im,~, (3) assign the agrnemcnt to m1 Eligible Provider, ur (4) repay the principal of and accrued but unpaid interest on the investment, and

(R) the providor's rating by either S&P or Moody's is withdrawn or suspended or falls below "A·" or "A3", the provide must, at the direction of the Authority or the Trustee, within ten (I 0) days of receipt of :mch direction, repay the principal or and accrued but unpaid interest on the investment, in either case with no penalty or premium to the A11thority or Trustee,

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( viii) in the event Ibo provider is required to collateralize, pennitted collateral shall include U.S. Treasury ObligationR, or senior debt obligations of GNM/1., FNMA or FHLMC (no collatcralized mortgage ohligations shall be permitted for these providers) and collateral levels mu~! he l 02'Y., ohhe total principal when the collatcrnl type is U.S. Trciasury Oblig11tion~, 103% of the total pri11cipal when the co11aternl type is GNMA's and 104% ofthi.: total principal whtm the collateral type is FNMA and FHl.MC ("Eligible Collateral"), In addition, the collalentl shall be marked to market on a daily basis and the provider or Custodian shall send monthly reports to the Tmstee and the Authority setting fmth the type of collateral, the collateral percentage required for that collateral type, the market value of the collateral on the v11luation date and the name of the Custodian holding the collati.,-ral;

(ix) the investment Rgreement ~hall state and an opinion of counsel shall be rendered, in the event collateral is re.:1ui red to be pledged by the provider under the terms of the investment ng!'t'lemc:nt, at the time such collRtcrnl is delivered, that the Custodian has a perfected first priority securit:,a intere9t in the collateral, a11y sub~tituted collateral and all proceeds thereof; and

(x) the investment agreement must provide that if during its tenn: (A) the provider shall default in its payment obligations, the provider'~ oblig,uions under the investment agreement shnll, at the direction of the Authority or the Trnstce, be acceleruted and amounts invested and accrued b111 unpaid interest thereon shall be repaid to the Authority or Tru~lcc, as appropriate. and (H) the provider ~hall become insolvent, not pay its debts as they become due. be declared or petition lo be declan:d bankrupt, etc. ("event of insolvency"), !he provider's obligi1tions shall automatically be accelerated and amorn1ts inve81cd and accrued but unpaid inten,st thereon shall be repaid 10 the /\ulhorily or Trustee, as appropriate.

(I) the Local Agency Investment Fund of the State, created pursuant to section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such inve~iment in its name,

"Principal Account" means the account by that name in the Bond Fund established pun;uant to Section 5.02.

"Principal Payment Date" means June 1 in each year, beginning June 1, 2018, and continuing so long as any Bonds remain Outstanding,

"Qtwlified Rl!st•rwt Accoum Credit hts1rume11t" means an irrevocable standby or direct­pay letter of ero<lit or !lurcty bond issued by a commercial bank or insurance company and deposited w1tb the Trustee pmsu,u1t to Section 5.05. provided that all of the following reqt1ircments arc met as of the time of clelivery tlwrmf 10 the T111stw: (a) the long-tem1 credit mting of such bnnk or insurui.t-"' company sholl be 11ot less than the initi,il rating ct1tegory of S&P on the Bonds; (b) such letter of credit or surety bond haij II term of at let1~l lwclve (12) months; ( c) such letter of i.:rcdi t or surety bond has a stated amount at least eq\lal to the portiun of the Reserve Account Requirement with respect to which funds arc proposed to be released pursuant to Section 5.05; and {d) the Truske is «utlmri1.e<l pmsuant lo the terms of such letter of credit or si1rety bond to draw thereunder an mnount equal to any deficiem:ics which may ~ist from time to time in the Interest Account or the Principal Account for the purpose of ml!king payments required pursuant to Stdions 5.03 and 5.04.

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·'Rate Stabilization Fund" means the l'und of that name established by the Authority pursuant to Section 3.06 hereo[

"Rating Cate:go1y'' means, with rcspecl to any Pennitted Investment, one or more of the generic categories of raling by Moody's and/or S&P applicable to such Investmi;:nt Security, without regard to any refinement or gradation of such rating cntegory by a plus or minus sign.

"Record Date" means the fifteenth (15th) calendar day of the month immediately preceding an Interest Payment Date.

"Redemption Fund'' means lhc fund hy that name established pursuant to Section 5.06.

"Redemption Price" means, with re8pcct to any Bond (or portion thcreot) tlic prinLipal amount or mch Bond (or portion) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and this Indenture.

"Reserve Account" means the account by that name in the Bond Fund so designated and established pursuant to Section 5.02.

"Reserve Accow1t Requirement" means, as of any date of calculation, to be equal to the least of (a) Maximum Aggrc!,!Bte Annuul Debt Service on the Bonds for the them cu1Tcnt or every ~ubaequcnt Bond Year, (b) 125% of average Annual Debt Service on the Honds for the then cumml or every substquemt B1md Y car, aml (c) 10% of the original principal amount of tile Bonds.

"Revenue Fund" means the Revenue Fund held by the Authority into which all Rcvcnuo~, as received, arc deposited.

"Revenues" means all revenues, income, rents, foes, charge8, rates and other 1mmeys and receipts derived or to be derived by the Autho1ity from or attributable to the lease and operation of the Entcrpri~e including, without limiting the generality of the foregoing, (i) all rcvcm1c~ attributable to tho Enterprise or to the payment of the costs thereof received or to be received by the Authority under any contract for service from the Enterprise or any p81t thereof or any contractual arrangement, with respect to the use of the Enterprise or any portion there-:>f or the services or capacity thereof, (ii) the proceeds of any standby water availability charges or connection foes collected by the Authority or the City, (iii) the prl)oecds of any insurance covcling business interniption loss relating to the Enlcrprise, and (iv) ilwestn1ent income t:amed 011 any moneys or securities deposited in imy accountq to secure or provide for the payment of dcN service on obligations issued or iucurred by the Authority and secured by Net Revenues, a.nd interest received on any invested moneys of tho Enterprise, but excluding any proceeds of taxes restricted by law to be used by the Authority to pay bomls hcreaJkr issued and ;my state and federal grants received by the Authority. Revenues shall also be incri:a8od by the amounts, if any, trunskrred during such Fiscal Year or other period from the Rate Stnbilization Fund to the Revenue Fund and shall be decrea9ed by the amounts, if any, transferred during such Fiscal Year or other period from the Revenue Fund to the Rate Stabilization Fund, pursuant to Section 3.06 hereof.

'·S&P" means S&P Global Ratings, a busine3s unit of Standard & Potlr·s Financial Services LLC, or any successor thereto.

"Sp,•cinl Record Dute'' means the date e:1to.blishcd by the Tru~tee pursuant to Section 2.02 as a record date foT the payment of defaulted interest on Bonds.

"Special Redemption Account" means the account by that name in the Re<lemption Fund established pursuant to Section 5.06.

"State" means the State of California.

"Supplemental Indenture" means any indcnrure hereaner duly 01:ithorized and entered into between the Authority and the Trustee, umcndatory of or supplemental to thb Jndcntm·e, but only if and to the extent that such Supplemental Indenture is specifically uuthmfaerl hereunder.

"Term 8011ds" means the Bonds maturing on June I, 2029.

"T'rust Office'" means the principal corporate trust office of the Trustee in Los Angeles, CAlifumis; provided, however, that the Trustee may from time to time designate other otlices for purposes of payment, transfer, exchange or registration of Bonds.

"Trustee" means The Bank of New York Mellon Trust Company, N.A., appointed by the Authority to act as trustee hereunder pursuant to Section 9.01, and its assigns or any other corporation or association which may at any time he substituted in its plalJe, as provided in Section 10.01.

"2008 Bonds" means the Authority's $9,755,000 Lynwood Utility Authority Enterprise Revenue Bonds, 2008 Series A.

"2009 Bonds" means the Authority's SS,735,000 Lynwood Utility Authority Enterprise Refunding Rc,venuc Bonds, 2009 Series A, isffi.led pursuant to the 2009 Indenture.

"2009 Indenture" mean~ the Indenture of Trust, dated as of May I, 2009, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., providing for the issuance of the 2009 Bonds.

"2014 Bonds" means the Authority's $5,660,000 Lynwood Utility Authority Enterprise Rofonding Revenue Bondi,, 2014 Series A.

"Value" which shall be determined as of the end of each month, means that lhe value of any investnwnt shall be calcululed as follows: for tlui purpose of de\cunining the amount of any ti.md8, 1111 Permitted Investment credited to such fund shall be valued a fair market value. The Trustee shall determine the fair market value based on accepted induslry standards and from acccpte<.l industry provid1.>rs. A1xeptcd indu~try providers shall include, but arc not limited to, pricing 11~rvices provided by Fimmdal Timec'l Interactive Data Corporation, Bank of America Mc1Till Lynch and Morgun Stanley Smith Oarney.

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Section 1.02. Rules of Con~truction. All references in thiR Indenture to "Articles," "Sections," and other subdivisions m·e to the corresponding Articles, Sections or subdivisions of this Indenture; and the words "herein," "hereof:" "hereunder," and other words of similar import refor to this Indenture as a whole and not to any particular Acticle, Section or subdivision hereof.

Section l.03. cgunl Security. In con,;ideration of the acceptance of the Bonds by the Owners thereof; this Indenture shall be deemed to he and shall constitute a contract between the Authority and the Owner~ from time to time of the Bonds; and the covenants and agreements herein set forth to be perfonm::d on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners or the Bonds without preference, priority or distinction as lo security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

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ARTlCLE 11

THE BONDS

Section 2.01. Authorization of the Bonds. Al any time ofter the ,1doption, execution and delivery ol' lhis lndentuw, the Authority may c:xccute and thi; Trustee. upon Request of the Authority, sholl authenticate and deliver Bonds, in the aggregate principal amount of Five million Seven Hulldred Filly thmu;nnd dollars ($5,750,000),

Section 2.02. Terms of _the Bond~. The Bonds shall he issued in fully registered fi::nm without coupons in denominations of .$5,000 many integral multiple thereof, so long as no Bond shall have more than one maturity date. The Bonds shall be dated as of their dnte or delivery, shall mature on June 1 in each of the years and in the amounts, and ~hall bear interest at the rates, as follows:

Maturity Date (June 1)

2029

Principal Amount

$5,750,000

Interest Rate

2.420%

Interest on tho Bonds shall be payable on each Interest Payment Date to the person whose name 11ppears on the Bond Registration Books as the Owner thereof aR of the Record Dute immediately preceding each such Interest Payment Date, such interest to be paid on such Interest Payment Date by check or, a! tlw option of any Owner of at least $1,000,000 aggregate principal amount of Bonds und upon written notice received hy the Trustee prior to tht.: Record Date, by wire transfer, at the Owner's address as it appears on the tt,)nd Regfoll·dtion Hooks or lo such account as shall have been identified by the Owner in the notice requesting payment by wire trnnsfor. Interest on the Bonds shall be computed on the basis of a year consisting of 360 dnys and twelve 30-day months. Princ.,i:pal of and premium (if any) on any Bond shall be paid upon prllsentation and surrender thereof at the Trust Office or the Trustee. Both the prindpul of and intcrel!t and premium (if any) on the Bonds shall be payable in lnwful moucy of the United Stntcs of America.

Each Bond ~hall bear interest from the Interest Payment Date next preceding the authentication thereof; unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from sm .. 'h Interest Payment Date; or (b) ii iR authenticated on or before Novembc;r 15, 2017, in which event it shall bear interest from its date of delivery; provided, however, that if, a8 of the dllie of authentication of any Bond, interc~i therco:m is in defaL1lt, such Bond sbnll bcur intcreHt from the Interest Payment Date lo which interest has prc:viously been paid or 11Ulllc availc1ble li:.1r payment thereon.

Any ~uch interest not Ro punctually paid or duly providoo fiir shull fo11hwith i;casci to be pityablc to the Owner on such Record Date and shall be pl:lid to the p<!rson i11 whose name the Bond is rcgistero:I at the close of busi,1e~s on a Special Record Dale !tu the paymt.'11t or such defaulted interest to be fixed by the Trnstee, n~•licc whereof being given to !he Owucrs not less than ten (10) days prior to such Special Record Date.

The Bonds shall he subject to redemption as provided in Article IV.

Section 2.03. Fom1 of .. Bonds. The Bonds, the fonn of Trustee's certificate of authentication, and the fom1 of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as perrnittcd or required by this Indenture.

Section 2.04. E,11.ccutk,n of Bonds_. The Bonds shall be signed in the name and on behalf of the Authority with the manual or facsimile signature of its President and attested by tl1e manual or fa<.:similc signature of its Secretary. 1be Bonds shall then be delivered lo the Ttustee for authentication by it. In case any officer who shall have signed any of the Bonds shall cease to be such onicer before the Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the Autl1ority, su<.:h Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though the individual who signed the sm:ne had continuoo to be such officer of the Authority. Also, any Bond may be signed on behalf of the Authority by any individual who on the actual date of the execution of such Bond shall be the proper officer although on the nominal <late of such Bond such individual shall not have been such otlfoer of the Authority.

Only such of the Bonds as Mhall bear thereon a certificate of uuthentication in substantially the form set furth in Exhibit A, manually executed by the Tmstce, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and 8uch certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been thily authenticated and delivered hereunder and arc entitled to the benefits of this Indenture.

Section 2.05. Transfer of Bond~. Any Bond may, in accordan<.:e with its tcmw, b<;l transferred, upon the books required to be kept pursuant lo the prnvisio11s of Section 2.08 hereof: by the person in whose name it is registered, in pernon or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Ofiice at the Trustee, and by delivery by the transferee of the purchaser certifications substantially in the form uttached as Exhibit B.

Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and ilw Trustee Rhall authenticate and deli vcr a new Bond or Bonds, for like aggregate principal amount.

No transfer of Bonds shall be required to be made (a) fifteen ( 15) days prior to the date established by the Trustee for .selection ol' Bonds for redemption or (h) with respect to a Bond after such Bond has been selected for redemption.

Notwithstanding any other prnvision hereof, Bomb may not be registered in the name ot; or transferred to, any person except an Approved Institutional Buyer.

Section 2.06. _Exchange or Bonds. Bonds may be exchanged at the Trust Office of the Trnstee, (or a like aggregate principal amount of Bonds of other authorized denomination~ of the same maturity. The Trustee shall require the Owner requesting such exchange lo pay any tax or other charge required to be paid with respect to such exchange. No Bond, 111c notice of redemption of which has been mailed pursuant to Section 4.03, shall be subject to exchange

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pursuant to this Section 2.06. No c11.change of Bonds 8hall be required during the period estnhli~hcd by the Tmstee for the selcc!ton oCBond~ for redemption.

Section 2.07. Ten:i_porary Bonds. The l3onds may be issued initially in temporary fum1 oxcllangi;al.ile for definitive Bond11 wheu ready for delivery. Any temporary B011d may be printed, lithographed m typewritten, ~hall bi: of such dtmo1ni11ation as may be determined by the Attthority and mRy contain si1eh rctbrcnce to any of the provisiom of thi11 Indcnttire as may be approp:riate. A lempornry l:\(lml may be in the fonn of a single registered bond pnynble in installments, each on the date, in the amount and at lhe rate of interest eRtablished for the Bonds maturi11g on such date. Every temporary Bond shall be e;,:ecutcd by the Authority and authenticated by the Trustee upon the s,1mc conditions and in the same manner as the definitive Bonds. If the A11tholity issues t1.-wporary Bonds. it wll! execute nnd deliver definitive Donds as promptly thereafter as prncticable, und ther<::11pon the tcmporury Bonds may be sum:ndcred, for cimccllation, in ~xchsngll therefor al the Tmst Otlicc of the Trustee, and the Tmstce shall authenticate and deliver in exchange for such temporary Bonds ,in equal aggregate principal amount of definitive Bonds of nuthorized dcnomi1,ations of the same maturity or mamriti<:s. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture 11s definitive Bonds authenticaJ:ed and delivered hereunder.

Section 2.08. DomL.ReJtifillillgn l3qQk~. The Trustee will keep or cause to be kept at its Tnist Office sufficient books for the registration and transfer of the Bonds, which shall at all times during regular business hours be open to inspection by the Authority; and, upon pres~ntation for such pu17JOsc, the Trustee shall, 1mder such reasonable regulations as it may prescribe, register or trnnAter or cm1sc to be registered or tmnsferred, on said books, Bonds as hereinbeforn provided.

Section 2.09. Oonds Mutilatc,d, LQ~~ed or_ll_tolen. If any Bond shall become mutilated, the Authority shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond oflike tenor and authorized de11omination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so suITendered to the Trustee shall be canceled by it and destroyed and the Trustee shall provide evidence o[ such destruction lo the Authority. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Authority and the Trustee and, if such evidence he satisfo.ctory to the Tru~lec and indomnity for the Authority and the Trustee satisfactory to the Trnstee shall be given, the Authority, at the expense of the Bond Owner, shall ex.ccute, and the Trustee shall thereupon authenticate and deliver, a new Bond oflike tenor in lieu of and in sub~titution for the l3ond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead or issuing a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of the aforementioned indemnity). 'I11e Authority may require payment of a reasonable fee for each new Bond issued under this Section 2.09 and of the expenses which may be incurred by the Authority and the Trustee in connection therewith. Any Bond issued under the provisions of this Section 2.09 in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the piirt of the Authority whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to lhe benefits of this Indenture with all other Bonds secured by this lndcnture.

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ARTICLE Ill

ISSUE OF BONDS; APPLICATION OF PROCEEDS; COSTS OF ISSUANCE FUND

Section 3.0 I. lssuancc_gJ Bond~. At any time after the adoption, execution and delivery of this Indenture, the Authority may execute a.nd the Trustee, upon Request of the Authority, shall authenticate and deliver Bonds in the aggregate principal amount of Five million Seven Hundred Filly thousand dollars ($5,750,000).

Section 3. 02. App!igi_!iou of Prociteds q.f Bonds 1mc! Other-~-

( a) The Trustoc shall apply the proceeds derived from the sale of the Bonds ($5,750,000.00), being the principal an1,mnt of the Bonds .ind fonds from the reserve aceount relating to the 2009 Bonds ($574,604.36}, as follows:

(i) The Trustee shall deposit to the Costs of lssuonL-c Fund the sum of $148,869.25;

(ii) The Tru~tec shall deposit to the Reserve Account the sum of ~575,000.00; and

(iii) The Trustee shall transfer to the Escrow Bank, for dep()sit by the Escrow Bank in the Escrow Fund, the sum ofSS,600,735.l l.

(b) The Trustee may e.qtablish tempo ray funds or accounts on its records to facilitate such transfers.

Section 3.03. Estttblishmcnt @d Aop!icati.9n ofCo8ts oflssUIJ-!\Ce l'_und.

(a) The Truste<: ~hall establi~h. maintain and hold in trust a separate fond designated as the "Costs of Issuance f'und." 111c moneys in the CoslH of lssum1cc hind shall be used nnd withdrawn by the Tmstee to pay Costs of Issuance upon receipt by the Trustee of a Requisition of the Authority slating the person to whom payment is to be made, the amount lo b~ paid, the purpose: for which the obligation was incurred nnd that such pRyment is a proper duirgc ago.inst snid account. Each Requisition or the Authority shall be sufficient evic.lcn,~c to the Trustee of the factg stated therein and the Trustel.l shall hove no duty to confirm the: 11ccurncy of such facts.

(b) At the end of six months from the Closing Date, or upon earlier rcceip1 of a Certificate of the Authority stating that /\mounts in the Costs ()f Issuance Fund arc no longer required fur the payment of Costs of Issuance, the Costs of lsBUm1,:c Fond shall be closed und any amount~ then remaining in said accoLml shall be tran~foncd to the Bond fllnd.

Sec1ion 3.04. L.&:~

Section 3.05. VAiidity of U.ornb.

(a) Tho Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and delennincs that all acts, comlitions and things required by law to exist, happen or be perlonncd precedent to and in the issuance of the Bonds do ex isl, have happened and have been perfom1cd in due time, form and manner as required by law, and the Authority is now authorized, pursuant lo each and every requirement of the Bond l .aw to issue the Bonds in the furm and manner provided in thi! Indenture und the Bonds shall be entitled to the benefit, protection and !lecurity of the provisions of this Indenture.

(b) From and after the issuance of the Bonds, the findings and detcmninations of the Autho1ity respecting the Bonds shall be conclusive evidence of the existence or the focts so round and determined in any action or proceeding in any courl in which the validity oflhc Bonds is ut issue, and no bona fide purchaser of any of 1he Bonds shall be required to see to the existence of any fact or to the perfonnance of any condition or to the laking of any proceeding required prior to such issuance or to the application of the proceeds of sale of the Bonds. TI1e recital contained in the Bonds that the same arc issued pursuant to the Bond Law and this Indenture shall be conclusive evidence of their validity and of the regularity of their issuance and all Bonds ~hall be incontestable from and after their issuance. The Bonds shall be deemed to be issued, within the meaning of this Indenture, whenever the definitive Bonds (or any temporary Bonds exchangeable therefor) have been delivered to the purchaser thereof and the proceeds of sale thereofreceivc<l.

Section 3.06. Rate Stnhilization Fund. There is hereby established a special fund designated as the "Rate Stabilization Fund" to be held by the Au1hority in trust for the benefit of the Owners of the Bonds, which Ii.ind the Authority agrees and covenants to maintain and to hold separate and apart from other funds so long as any Bonds remain unpaid. Money transferred by Authority from the Revenue F1md t,i the Rate Stabilization Fund in accordance with Section 5.02 shall be held in the Rate Stllhilization Fund and applied in accordance with the Indenture.

The Authority may withdraw all or any portion of the amounts on deposit in Lho Rate Stabilization Fund and tran.<ifcr such amounts to the Revenue Fund for applica!ion in accordance with Section 5.02 hereof or, in the event that all or a portion or lhc Douds arc discharged in acconlHnce with Arliclc XI hereof, transfer all or any portion of such amounts for application in accordance with said Article XL A mounts trnnsfcn·ed from the Rate Stabilization Fund to tho Revenue Fund pursuant lo this Section 3.06 during or within 270 days aHer a Fiscal Year, may be taken into account as Revenues for purposes oflhe calculations in Section 6.07 in such Fiscal Year.

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ARTICLE IV

REDEMPTION OF BONDS

Section 4.0 t. Terms ofR1xlc11mtion.

(a) The Bond.'! arc subject to redemption as a whole or in part, on any date, by such maturities as are selected by the Auth01ity (or, if the Authority fuils to designate such maturities, iu inverse order of maturity) und by lot within a maturity from and to the extent insurance proceeds received with respect to the Et1terprise ,rro not trned to rt:pair, rebuild or replace lbc E11lcrprise, deposited in the Special Redemption Account pursu~nl to Section 7.04, or frou1 oml to the extent of eminent domain proceeds received with respect to the Enterprise arc elected for such t1se by the Authority, deposited in the Special Redemption Account pursuant to Section 7,06, at a redemption price equal to the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium.

(b) The Bonds maturing on June 1 , 2029, are also subject to redemption prior to their stated maturity, in part, by lot, from Mandatory Sinking Account Payments deposited in the Term Bonds Sinking Account pursuant lo Section 5.04(e), on each June l on or aficr June I, 2018, at the principal amount thereof and inttll'est accrued thereon to the date fixed for redemption, without premium.

(c) The B,mds maturing on or after June 1, 2018, are also subject to redemption prior to their respective stated maturitieM, from moneys deposited in the Optional Redemption Account or from any other source of available fonds, at the option of the Authority, in whole on any date, or in part by 1meh maturities as are selected by the Authority (or, if the Authority fails to designate such maturities, then in inverse order of maturity) and by lot within a maturity on any date, at a redemption pri cc equal to the principal amount of Bonds called for redemption, without premium, together with accrued interest to the date fornd for redemption.

Wllcii Honds arc to be redeemed al the option of the Authority as sel forth in this Section 4.01, thri Authority shall give written notice lo the Trustee of the exercise of such option at least forty-five (45) days prior to the proposed redemption date (unless a shorter time shall be acceprnblc to the Trustee), Such notice shall state the proposed redemption date, the principal amount of Bonds to be redeemed and the maturity or maturities from which such redemption shall be made.

Section 4.02. Sel<.:etion nf Bond~~n. Whenever provision is made in this Indenture for the redemption of less than all of the Bonds or 11'.llY given portion thereo~ and unless otherwise specified in Soction 4.01, the Trustee shall select the Bonds lo be redeemed, from all Bonds of or such given portion thereof not previously called for redemption, in inverse order of maturity or, al the election of the Authority evidenced by a Certificate of the Authority filed with the Trustee, on a pro rnla basis amung maturities, and by lot in any manner which the Trustee in its sole discretion shall deem appropriate and fair, The Trustee ~hall promptly notify the Authority in writing of the BondM or po11ions thereof so selected for redemption.

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Section 4.03. Notice of R.4<~-

(a) Unless waived by m1y Owner of Bonds to be redeemed, notice of any ~uch redemption shall be given by the Trustee on behalf of the Authority by mailing a copy of a redemption notice by first class mail, postage prepaid, at least 30 days and not more than 60 days priur lo the date lixcd for redemption to the Owner of the Bond or Bonds lo be redeemed at the address shown 011 the Bond Registration Books, to the Securities Depositories and the Infonnation Services.

All notices of redemption shall be dated and shall state: (i) the redemption date, (ii) the rndcmption price, (iii) if le~s than all Outstanding Bonds arc to be redeemed, the identification (and, in the case ol' partial redemption, the respective principal amounts) of the Bonds to be redeemed, (iv) that 011 the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, nnd that interest thereon shall cease to accrue from and after said date, and (v) the place where such Bonds arc to be simendered for payment of the redemption price, which place of payment shall be the Trust Office of the Trustee.

Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Authority shall default in the payment of the redemption price) intere,qt with respect to such Bonds or portions of Bonds shall cease to accrue and be payable. Upon sl1rrender of ~uch Bonds for redemption in accordance with said notice, such Bonds shall be paid hy the Trustee al the redemption p1iee. lns1allments of interest due on or prior to the redemption date shall be payable as h~ein prnvided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the Owner a new Bond or Bonds of the same maturity in the amount of the unredeemed principal. All Bonds which have been redeemed shall be canceled um! destroyed by the Tnistee and shall not be reissued.

(b) Notice of redemption of Bonds ~hall be given by the Trustee, at the expense of the Authority, for and on behalf of the Authority.

(c) Notwithstanding the foregoing, in the case of any optional redemption of lhe Bonds under Section 4.01 (c), wch notice shall state that such redemption shall be conditional upon the receipt by the Tru~tcc on or prior to the date fixed for such redemption of moneys suflicicnt to pay the principal 01: premium, if any, and interest on such Bonds to be rndecmcd and that, if such moneys shall not have been so received, said notice shall he of no force and effect and the Trnstee shall not be required to redeem such Bonds. In the event that such notice of optional redemption contains such a condition and such moneys are not so received, the redemption shall not be made, and the Trustee shall within a relL~onablc time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received.

Section 4.04. Partial R.£~d~. Upon sun-ender of any Bond redeemed in part 011ly, 1he Authority shall execute and the Trustee shall authenticate and deliver to the Owner !hereof, at the expense of the Authority, a new Bond or Bonds of authorized denominations, and

of the same maturity, equal in aggregate principal amo,int to the unredeemed portion of the Bond surrendered.

Section 4.05. hffect of Redei;:m~km. Notice of redemption having been duly given as aforesaid, and moneys for payment of the Redemption Price ot; together wid1 interest accrued to the reden1ption date on, the Bonds (or portions thereof) so called fur redemption being held by the Trustee, on the redemption dato designated in such notice, the Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice plus intorest accrued thereon to the redemptfon date, interest on the Bonds so called for redemption shall cease to accrue, said Bonds ( or portions thereof) shall cease to be entitled to any benefit or security under this Indenture, and the Owners of said Bonds shall have no rights in respect theroof except lo receive payment of said Redemption Price and accrued interest.

All Bonds redeemed pursuant to the provisiom of this Article IV shall be canceled upon surrendor thereof and destroyed with a cerlificatc of d~truction delivered to or upon the Order of the Authority.

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ARTICLE V

GROSS REVENUUS; NET REVENUES

Section 5.01. Ple~.!&e ()[ Net Revenues. Subject to the provisions of Section 9.06, the !fonds and any Parity Obligati()ns shalJ be secured by a linit pledge of all of the Net Revenues. In addition, the Bonds shttll be secured by a pledge of all of the moneys in all funds !!lld accounts held by the Trustee hereunder, including all amounts derived from the investment of such moneys. Such pledge shall constitute a lien on the Net Revenue~ 11nd such other moneys for the payment of the principal of and interest and premium (if any) on the Bonds in accordance with the tcnns hereof The Bonds and any Parity Obligations shall be equally secured by a pledge, charge and lien upon the Net Revenues, without priority for number or date. So long as any of the Bonds arc Outstanding, the Net Revenues and such moneys shall not be used for any other purpose, except as set fi:>rth in this Section 5.01 except, that out of the Net Revenues, there may be apportioned such sums, for such pitrposes, as are expressly pennitted hy Section 5.02,

In consideration of the acceptance of the Bonds by those who shall hold the same from time to time, tl1is Indenture shall be deemed to be and shall constitute a contract between the Authority and the Owners from time to time of the Bonds and the covenants and agreemi;,nts herein sci forth to be pcrfu1med by or on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners of the Born.ls without preference, priority or distinction as to security or othc1wise of any of the Bonds over any of the others by r~'llson of the number or date thi,reof or the time of sale, execution and delivery thereof: or otherwise for any cause whatsoever, except as expressly provided therein or herein.

The Authority hereby reproscnts and warrants that it has not heretofore made a pledge of, grauted a lien on or security interest in, or made an assignment or sale of the Net Revenues that ranks on a parity with or prior to the pledge granted hereunder, except to secure the obligations disclosed herein that will be outstanding upon issuance of the Bonds. The Authority also hereby n::prescnls and warranLs that it has not described the Ne1 Revenue~ in a Uniform c·ommercial Code financing s!iitcm1.:nt that will remain effective when the Bonds are issued, except in connection with the foregoing pledges, assignments, liuns, unct security inleri:sts. The Authority shall not hereafter make or suffer to exist uny pledge or assig11ment ot; lien on, or security interest in the Net Revenues that rank~ prior to or on a parity with the pledge granted hereunder, or file any financing statement describing any such pledge, assignment, lien, or security interest, except as expressly permitted under this Indenture.

The Authority will, to the extent required by law, cause all UCC financing statements or other instruments, to be kept, recorded and filed in such manner and in ~uch places a:;, may be rnquired by law in order to create, perlect, pre8erve and protect fully the security of the Owners in the Net Revenues and any other wllatcral and the rights of the Trustee. The Authority covenants that it will do, execute, acknowledge and deliver or callSC to be done, executed, acknowledged 6nd delivered such further acts, instruments and transferM as may be required for the better securing, assuring, continuing, transferring, oonvcying, pledging, assigning and confirming untn the Owners or the Trustee, the Net Rcvenue8 and any other collateral pledged to the payment of the principal oC premium, if any, and interest 011 the Bonds. Except to the extent

it is exempt therefrom, the Authority will pay or cause to be paid all filing foes incident to such filing and all expenses incident to the preparation, execution and acknowledgment of such instruments of f'urthcr assurance, and all federal or Statti fees and other similar fees, duties, imposts, assessments and charges arising out of min connection with the execution and delivery of such imtrumcnts of farther assurance.

Section 5.02. Receipt, p~ion of R~venucs and Net Rcvcnucs.;.Jl.ate Stabil iz11tim1 Fund.

(a) App/icarion of Revenues. All of the Revenues shall be deposited by the Authority, immediately upon reccipt in the Revenue Fund. All Revenues shall be held m trust by the Ai1thority in the Revenue Fund und wall be applied, transferred, used and withdrawn only for the following purposes. Additionally, amounts may, fr()m time to time as the Authority deems necessary or 11ppropriatc, be trunsferred from the Rate Stabilization Fund and deposited in the Revenue Fund, as provided in Section 3.06 hereof.

(i) Operation and Maintenance Cost6. The Authority shall first p~y from 1he moneys: in the Revenue Fund the budgeted Operation and Maintenance Costs as such Operation and Maintenance Cost8 become due and payable.

(ii) P11.yment of Debt Service. On or before the 15th day of each May and November, the City, on behalf of tho Authority, shall withdraw from the Revenue Fund and (A) trn11Bfor to the Trustee, for deposit in a special fund designated as the "Bond Fund" which is hereby e!ltablished and which shall be held in trust, an amount which, together with the balance then on deposit in the Bond Fund, the Interest Account and lhe Principal Account (other than amounts required for payment of principal of or interest on any Bouds which have matured or been culled for redemption but which have not been presented for payment), that is equal to the aggregate amount of principal of and interest coming due and payable on the Bonds on the next succeedinp, Interest Payment Date and (B) transfer to the trnstoo for the Parity Obligations an amount equol to the aggregate amount of principal of and interest coming due and payable on any Pwity Obligations on the next succeeding Interest Payment Date.

(iii) Reserve Account. The Trustee shall establish within the Bond Fund a special fund designed as the '"Reserve Account" The Reserve Account 3hall initially be funded on the Closing Date in the amount specified in Section 3.02(a)(ii) hercol: After making the payments, allocations and tran~fors provided for in subparngraphs (i) and (ii) above, (A) if the balance i11 the Re5crve Account is lesM than the Reserve Account Requirement, the notice of which del1cicncy shall have been given by the Trustee lo the Autl1ority, or (B) if the balance in a bond reserve account established for any Parity Obligations is less than the bond reserve requirement established for such Parity Ohligalions, the notice of which deficiency shall have been given to the Authority, or (C) if m1y reserve surety bond for the Bonds or for any Parity Obligations hos been drawn upon to make delinquent payments, the no1ice of which deficiency shall have been given to the Authority, the deficiency shall be restored by transfers from the first moneys which become available in the Revenue Fund to the Trustee for deposit in the Reserve Account

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and for deposit in Lhc bond reserve account established for such Parity Obligations, such tr~nsfers to be made no less than semiannually.

(iv) Surpl11s/R11tc Stabilization Fund. As long as ttll of the foregoing paymentR, allocatiom and tranBfcrs are ma<lo at the timeR and in the manner set forth above in subsections (ii) and (iii), inclusive, any moneys remaining in the Revenue Fund may at any time be treated as surplus and applied for any lawful purpose. The Authority may maintain and hold a separate fund to be known as the "Rate Stabilization F1md." From time to time the Autho1ity may depoRit in the Rate Stabiliztttion Fund, from remaining Net Revenues described in this subsection (iv) or other avaihible fonds of the Authority, such amounts as the Authority shall dete1minc. The A,1thority may withdraw amounts from the Rate Stabilization Fund (i) for trnnsfer to the Revenue Fund for inclusion in Revenues for any Fiscal Year, or (ii) for any other luwful use of the Authority. All interest ,>r other eurnings upon deposits in the Rate Stabilization Fund shall be withdrawn therefrom and accounted for as Revenues.

(b) Application of Net Revenues. On or before the Business Day preceding each Interest Payment Date, the Trnstce 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, the requirements of each such account (including the making up of any deficiencie~ in any such account resulting from lack of Net Revenues suflicient to make any earlier required deposit) at the time of depoBit to be satisfied before any transfer is made to any account ~ubscquent in priority:

First: to the Interest Account, the aggregate amount of interest becoming due and payable on the next succeeding Tnlercst Payment Date on all Bonds then Outstanding;

Second: to the Principal Account, tho aggregate amount of principal becoming due and payable on the Outstanding Bonds on the next succeeding Interest Payment Date, if any; and

Third: to the Resetvc Account, the aggregate amount of each prior withdrawal fulm the Reserve Account for the pmpose of making up a deficiency in the InteriIBt Account or Principal Account; provided that no deposit need be made into the Reserve Account so long as the balance in said account shall be at least equal to the Reserve Account Requirement.

Section 5.03. t,.ruilil;;i_tion of lnlcrcst Ac:count. All amount~ in the Interest Account shall be used and withdrawn by the Tru9tee solely frff the purpose of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bondg purchased or redeemed p1ior to maturity pursuant to this Indenture).

(11) All amounts in the Principal Account shall be used and withtlrawn by the Trustee solely for the puiposes of' paying the p1incipal of' lhe Bonds when due and payable, exctipl that all amounts in the Sinking Accounts shall be, used and withdrnwn by the Trustee solely to purchase or redeem or pay at maturity Term Bonds, as provided herein.

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(b) (b) The Trustee hereby establishes and maintain~ within the Principal Acwunt a subaccount for the Term Bond3. On or before the second Business Day preceding each Mand~tory Sinking Account Payment date, the Trustee shall transfer the amount deposited in the Principal Account pursuant to Section 5.02 for the purpo,e of making ll Mandatory Sinking Account Payment from the Ptincipal Account to the Sinking Account.

With respect to the Sinking Accmmt, on each Mandatory Sinking Account Payment date cstabli~hed for the Si11killg Account, the Trngtee shall apply the Mm1datory Sinking Account Payment required on that date to the redemption (or payment at maturity, as the case may be) of Tenn Bonds, upon the notice and in the manner provided in Article IV; provided that, at any time prior to giving such notice of such redemption, the Trustee upon the Order of the Authority shall apply moneys in the Revenue Fund to the p1.1rcliase oJ'Tcrm Bonds made by the Authority at public or private sale, as and when und at such prices (including brokernge and other charges, hut excluding accrued interest, which is payable from the Interest Account) as shall be directed by the Authority, except that the purchase piice (excluding accrued interest} shall not exceed the Redemption Price that would be payable for such Bonds upon recleinption by application <)f such Mandatory Sinking Account Payment. If; during the twelve-month period immediately preceding said Mandatory Sinking Account Payment date, !he Authority haq purchased Tenn Bonds with moneys in the Sinking Account, or, during said period and p1ior to giving said notice of redemption, the Authority has deposited Term Bonds with the Trustee, or Term Bond~ were at any time purchased by the Authority or redeemed by thti Trustee from the Redemption Fund and allocable to said Mandatory Sinking Account Payment, such Bonda so purchased or deposited or redeemed shall be applied, to the extent of the full principal amount thereof, to reduce said Mandatory Sinking Account Puyment. All Ronds purchased or deposited pursuant to this subseclion shall be canceled and destroyed by the TmMtec and the Trustee shall provide evidence of such destruction to the Authority. Any amounts remaining in the Sinking Account when all of the Term Bonds arc no longer Outstanding shall be withdrawn by the Trustee and transferred to the Revenue Fund. All Tenn Bonds purchased from the Sinking Account or deposited by the Authority with the Trustee shall be allocated first to the next succeeding Mandatory Sinking Account Payment, then pro-rata to 01c remaining Mandatory Sinking Account Payments in proportion to the amounl of S11ch Mandatory Sinking Account Payments. All Bonds purchased or deposited purnuant to this Mubscction shall be canceled and destroyed by the Trustee and the Trustee shall provide evidence of such destruction to the Authority.

Notwithstanding the foregoing, if some but not all of the Term Bonds have been lht:relofore redeemed pursuant to Sections 4.0!(a) or (c), the total amount of all future Mandatory Sinking Account Payments set forth in Seclion 5.04(c) shall be reduced by the aggreg~te p1incipal amount of Tetm Bonds so redeemed, allocated among such Mandatory Sinking Account Payments on a pru rata busis in integral multiples of $5,000 as detennined by the Authority (notice of which determination which shall include a revised sinking fund schedule shull ht, given to the Trustee).

Any amounts remaining in lhe Sinking Accmult when ,111 of the Term Bonds arc no longer Outstanding shall be withdrawn hy the Trustee and transfeiTed to the Revenue Fund.

(c) Subject to the terms and conditions set forth in thi~ Section 5.04 and in Section 4.0l(b), !he Tenn Bonds shall be redeemed (or paid at maturity, as the case may be) by

applicatiou of Mamlatory Sinking Account Payments in the amounts and upon the dates hereby established for 111c Sinking Account as rollows:

"tMaturity

Sinking Fund Account Redemption Date

(J\illtl)

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029t

Section 5.05. £\l)plication of Reserve Account

Mandatory Sinking ~enl_~

$215,000 185,000 190,000 195,000 570,000 580,000 600,000 610,000 630,000 640,000 660,000 675,000

All amounts in the Reserve Awount shall be uxcd and withdrawn by the Trustee solely for the pitrpose of (a) paying interest m1 or principal of the Bonds when due and payable to the extent that moneys deposited in the lntere9t AccOLmt or Principul Account, respectively, arc not Hllfficient for such purpose, and (b) making the: final p11ymt1nts of principal of aml interest on lhc Bonds. On the date on which all Bonds shall be retired hereu11der or provi8ion madti tbcrefor pursuant to Article X, all moneys then on dep<)sit in the Roserve Acconnt shall be withdrawn by the Trustee and paid to Ilic Authmity.

Amounts in the Restirve Account shall be Vulued by the Tn1stce_ 1t; on any dute of compu\;.1tion, moneys and scculities on deposit in the Reserve Account arc less than lhe Reserve Account, the Authority covenants and agrees that it will, within .six rrwnths thereof: increase !be amount therein to the Reserve Account Requirement. IL 011 any dull: of .:ornputation, money~ and securities 011 deposit in the Reserve Account are in excess of the Rcscrvti Account Requirement, the Trustee shall withdraw such excess amount and transfer such amount to the Bond Fund.

With the prior written consent of tho Owner, the Authority shall have the right at any time to direct the Trustee to releaMe funds from the Reserve Account, in whole or in part, by tendering to the Trustee: (l) a Quali ficd Reserve Account Credit lnstrumcnt, and (2) an opinion of Hond Counsel stating thnt such release will not, of itself'. cause interest .,.,ith 1cspect lo the Bonds to become includable in gross income for pu1poscs of federal iucomc tnxntion. Upon tender of such items to the Trustee, the Trustee shall transfer such funds from the Reserve Account to the Authority for deposit by the Authority in a .~egrcgated account maintained by the Authority and used cxch1sivcly for the acquisition, construction and installation of improvements

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to the Enterprise. Prior to the cxpirntion of any Qualified Reserve Acx;ount Credit Instrument, the Authority shall be obligated either (a) to replace guch Qualified Reserve Account Credit Instrument with a new Qualified Reserve Account Credit Instrument, or (b) to r1,init or cause to be remitted to the Trustee for deposit in the Reserve Account an amount of moneys equal lo the Reserve Account Requirement, to be derived from Net RevcnueA; provided, however, th11t if the Authority shall fail to replace an expiring Qualified Reserve Acc()unt Credit Instrument or to deposit moneys eql1al to the Reserve Account Requirement, the Trustee shall draw on 8uch Qualified Reserve Account Cn:dit lmtmment before such cxpir'«tion and deposit the proceeds of such draw in the Reserve Accmmt.

In the event tha1 the Reserve Account Requirement shall at any time be maintained in the form of a combination of cash and a Qualified Reserve Account Credit Instrument, the Trustee shall upply the mnmmt of such cash to make any payment required to be made from the Re~crvc Accou11t before the Tru$tce shall draw any moneys under such Qu11lificd Reser11e Acwunl Credit ln,tmmcnt for ~11ch purpose. In the even! that more than one QuEilified Resl!rvc Account Credit Instrnment shall b.i maintained as all or a portion of the Re,qerve Account Requirement, and the Trustee is oth01Wise required hereunder to draw on such Qualified Reserve Account Credit lnstn1ments, the Trustee shall draw pro rala on each such Qualified Reserve Account Credit Instrument. In the event that the Trustee shall al any time draw funds under a Qualified Reserve Account Credit Instrument lo m11ke any payment then req uircd to be made from the ReRerve Account, tl1c Net Revenues thereafter received hy the Trustee, to the extent remaining 11ftcr making the other dqiosita (if any) then required to be made pursuant to this Section 5.05, shull be used to reinstate the Qualified Reserve Account Credit Instrument

Notwithstanding any other provision of this Indenture, the Authority need not replace any Qi1alified Reserve Account Credit Instrument or deposit cash in the Res,.,nre Account in the event that the providei: of the Qualified Reserve Account Credit lmtrumenl is downgraded by S&P or Moody's or fuil8 to honor a draw thereon; ii being the intent oftl;e Authority that if the Qualified Reserve Account Credit Instrument meets the requirement of this Indenture at the time it is delivered to the Trustee, it will remain a Qualified Reserve Account Credit Instrument for its stated term.

Section 5.06. ~n ot'Re<lcmpt1011 fi.ynd. The Trnstee shall establish and maintain within the Redemption Fund (which the Trustee shall establish, maintain and hold in trust) a scp8rnle Optional Redemption Account and ,1 separate S1)ccial Redemption Account The Authority may at any time deposit moneys into the Optional Redemption Acco1.n1t for the purposes of redeemin,K Bonds in accordance with the terms or Section 4.0l(c). Th, Authority may at any time <lepnsit moneys into the Special Redemption Account for the purposes of redeeming Bonds in accordance with the terms of Sections 7.04 m Section '7.06. All amtiunts deposited in the Opti<mal Redemption Account and in the Special Redemption Account shall he used and withdrawn by the: Trustee solely for the purpose of redeeming Bonds, in the manner and upon the lenns and conditions specified in Article IV, at the next succeeding date of redemption fur which notice has been given and at the redemption prices then applicable to redemptions from the Optional Redemption Account and the Special Redemption Account, respectively; provided i h11t, at any time pnor to giving such notice of nldc:mptiou, the Trustee upon Onlcr of the i\uthority shall a11p\y su.:h amuunts to the pL1rchasc or 13onds made by the Authority at public or private sale, as and wht.01 and at such prict:s (including brokeruJ?ll and other

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charges, hul excluding accrued interest, which is payable from the Interest Account) as shall be directed by the Authority, except that the purchase price (exclusive of accrued interest) may not exceed the par value of such Bonds.

Section 5.07, !_ny_cstrnc11t of Moiu:ys iQ Funds and /\ccounts, All moneys in any of the fumls and accounts established purmrnnt lo this Indenture shall, upon Request of the Authority provided at least two Business Days prior to the date or investment, he invested by the Trustee, but solely in Permitted lnvestments. In the ,ib~tmcc of such Request of the Authority, the Trustee shall invest available moneys in invc3tmcnts described in paragraph (h) of the definition of Pem1ittcd Investments, In the absence of any such directions from the Authority, the Trustee shall hold such funds uninvesled pending the receipt of written investment instructions. All Permitted Investments shall be acquired subject to the limitations as to maturities hereinafter set forth in this Section 5.07 and such additional limitations or requirement~ consistent with the foregoing as may he established by Request of the Authority,

Moneys in the Reserve Account shall be invested in Permitted Investments maturing prior to the final maturity of the Bonds. Moneys in the remaining fonds and accounts shall be invested in Pe1mitted Inve~tments maturing not later than the date on which it is estimated that such moneys will be required by the Trustee.

All interest, profits and other income received from the investment of moneys in any othLT fund or acc.'ount e,'tabli~hed pursuant to this Jndeotme shall be deposited when received in the Bond Fund. Notwithstandi11g anything to the contrary contained in this paragraph, an amount of interest received with respect to any Pe1mitted Investment equnl to the amount of accmed interest, if any, paid as part of the purchase price of such Pennitted Investment shall be credited to the fund or account for the credit of which such Pe11nitted Investment was acquired,

The Trnstee may commingle aoy of the funds or accounts established pursuant to this Indenture into a separate fond or funds for investment purposes only, provided that all t\Jnds or accounts held by the Trustee hereunder shall be accounted for ~eparately as required by this Indenturo. The Tru3tee may act as principal or agent in the making or disposing of any investment. The Tru11tec may sell, or present for redemption, any Permitted Investments s,i purchased whenever it sholl be necessary to provide moneys to meet any required poyment, transtcr_, withdrawBl or dishursc1mmt from the fond or account to which such Pennitted Investment is credited, and, subject to the provision~ of Section 9.03, the Tru~tcc shnll not he liable or re~ponsible for any loss resulting from such investment

The Authority acknowledges that, to the extent rcgulatio118 of the Comptroller of the Currency or other applicable regulatory entity grants the Authority the right to receive brokerage confinnations of security transactions as they occllr, the Authority specifically waives receipt of such confirmations to the extent pem1itted by law. The TruBlee will furnish the Authority perimhc cash transaction statements which include detail for all inve~tment transactions made by the Trustee hereunder. 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 amliate,

The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder.

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ARTICLE VI

COVEJ\ANTS OF THE AUTHORITY; SPECIAL TAX COVENANTS

Section 6.01. Pu11.<,a~. The Authority shall punctuully pay or cause to be paid the principal or Rcd<.:mµtion Price and interest to become due in rt:spcct of all the Bonds, in strict confonnity with tlic terms of the B1>11da and of this Indenture, according to tlic tme intent 11nd meaning thereo!; but only out of Net Revenue!, and other usscls pledged for such pa)11wnt 11s

provided in this Indenture.

Section 6.02. EJ\tension of r.l!~ond~. The Authorily shall not directly or inclircotly extend or assent to the extension of the maturity of any of the Bonds or the time of p.iymcnt of r111y of the claims for interest by the purchase or funding of such Bonds or claims for interest or by any other an-angement and in ca8e the maturity of any of the Bonds or the time of payment ,,r !lily such claims for interest shall be extended, such Bond~ or daims for interest shall not be entitled, in case of any defoult henmndcr, to the benefits of this Indenture, c.ixccpt 8\lbject to the prior payment in full of the principal of all of the Bonds then Outstamling ami of all claims for interest thereon which shall not have been so extended. Nothing in this Sectim1 6.02 shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding mw Outstanding Bonds, and such issuance shall not be deemed to constitute an exterision of maturity ()fBonds.

Section 6.03. ~ _pf CJaims. The Authority covenants that in order to fully preserve and protect the priority and security of the Bonds the Authority ~hall pay from the: Net Revcm1<.:s and discharge all lawful claims fur labor, material~ and supplies fornished for or in connection with the Enterprise which, if unpaid, may become a lien or charge t1pon the Net Revenues prior or superior to the lien of the lliJnds and impair the security of the Bonds. The Authority shall also pay from the Net Revenues all taxes and assessments or other govcnunental charges lawfolly levied or assessed upon or in respect of the Eoterprise or upon any part thereof or upon any of the Net Revc:mucs therefrom.

Secti()n 6.04. ~ llng,i~_fficienL;ind Economical Manner. The Authority covenants and agrees to operate, or cause to be operated, the Enterp1isc in an c:llicient and economical manner and to operate, maintain and preserve the Enterprise in good repair and working order.

Si.:ctiun 6.05. ogaimt E11cL11nbra11ce. Except as provided herein, tho Authority cov'-''llants that the property, facilities and improv.-;ments of the E11terp1isc shall not he nwrlgagcrl or otherwise encumbered, leased, pledged, any charge placed thereon, or di3posed of as a whole or substantially as a whole unless: (a) the Authmity shall cause to be filed wi1h the Trnstee written evidence from Moody's, if Moody's is rating the Bonds, and/or S&P, ifS&P is rating tht: Bonds, that such sale or other disposition will not cause a reduction or withdrawal of the uninsured rating then a~signed to the Bonds by c.ich s,1eh rnting agency; and (h) such sale or other disposition shall be so orranged us to provide for a continunncc of payments into the Hcmd Fund stdlicicnt in amount to permit payment tbcrchom nf the principal of nnd interest <)n und premiums, if any, due upon the call and redemption thereo[ or the Outstanding Bumi$, and also

10 pn.wide for such payments into the funds as are required under the terms of this Indenture. Notwilhstunding the foregoing. the Authority may lease real propeny or waler rigM.~ con~tituting a portion of the Enterpri~c; provided that tlu, lct1.se payments shall be considere<l Revenues hereunder.

The Authority farther covenants that the Net Revenues or any other fonds pledged or othel'wise mnde availnble Lo secure payment of the principal of and interest on the O\it~tanding Ilomb shall not be mortgaged, encumbered, s(,ld, kaged, pledged, any drnrge placed thereon, or disposed of or u~cd except as ,mthorized by the terms of thi8 lnd1:n!tn'C. 'TI1e Authority farther cnvcmmts thnt it will nol enter into any 11grccmmlt which hnpuirs the operation of the Enterprise or any part of it ncxcssury lo scc,1rc adequate N,:;t Rev~nues to pay the principal und interest of lhc Aond~ or which otherwise would impair the right~ of the Bond Owner~ with reiipcct lo the Net Revenues. If any sub~tantial part of the Enterprise is sold the p~ymcnt therefut shall t-'ither be used for the acquisition ond/or construction of improvements an<l c,,;tcnsions of the Enterprise or shall be deptlsitcd with the Trustee in the Redemption Fund and shall be used to redeem the Outstanding Bonds on a pro rata basis,

Section 6,06. Records and At:<;zounts. The Authority covenants thnt it shull keep proper book~ of record and accounts of the Entcrpriijc, separate from nil other records ancl nccounb, in which cmnplete and correct e11tries sh.ill be mndc or all lrnmactions rdating to the Eutcrpri:'le. Slrid books shall, upon rensonable request, be 8ubjeet to the inspcotion of the Owncn1 of not less than ten percent (I 0%) of the Outstanding Bonds or their representatives aulhori;r.od in writing.

The Aut11ority covenants that it will cause the books: and aecounts of the Enterprise to he audited annually by an Independent Accountant and will make available for inspection by the Owner at the Trnst Office ,11' the Tmstcie, upon rearnnable reql1CRt, a copy of the report of such Independent Aceountmll. Any such 1rndil may be c{11nbincd with and be a part of lhc general audit of the AulhQrity'~ financial record~.

The Authority covenants to deliver to Owner annual audited financial statement~ within 270 days or the Authority's fiscal year end.

(a) Tho Antlmrity covenants to Iii\, prc~cribe, revise nnd co!hJct rntcs, foes and d1argcs for the Entcrpri81;: as a whole for the servkes and improvements furnished by the Ent<;:1i,1ise during each Fiscal Year which aro at least sullkicnt, after m,iking allowances for contingencies and error in the estimates, to yield Revenues that arc sumcicnt 10 pay the following amounts in the following order of pri,1rity:

(i) all anticipated Operation and Muintcnuncc CostR of the Enterprise for such Fiscal Y car;

(ii) Debt Service payments on the Bonds and on any Parity Obligations as Lhey become due and puyablc: <luring sL1ch fisi:,Ll Ycnr, without prcforcnce or priority, except to the extent such Debt Service p~ymcnts arc paynblo from the proc1,cd~ of the Bonds or Parity Obligations or from any other sourci;: of legally available funds uf the

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Au1hority that have been deposited with the Trustee for purposes prior to the commencement ol'such Fiscal Year;

(iii) the amount if any, required to restore the balance in the Reserve Account, and in any reserve account cs\,1hlished for Parity Obligations, to the fall amount of the Reserve Account Requirement and the reserve requirement with respect to any ~uch Parity Obligatiorn;

(iv) all other payments required to meet any other obligations of the Authority which arc charges, liens, encumbrances upon the Revenues or Net Revenues during such Fis cal Year,

(b) To the fullest extent pen11ittcd by Jaw, the Authority will fix, prescribe, revise and collect, or cause to be fixed, prescribed, revised and collected, rntes, fees and charges for the services and improvements furnished by the Enterprise which are rea~onably expected to be at least sutlicient to yield during each Fiscal Year Net Revenues equal to 125% of Debt Service payments on the Bonds and Parity Obligations for such Fiscal Year. The Authority may make adjustments from time to time in such :r'<±tes and charges and may make such classifications thoreof as it deems necessary, bu! shall no1 reduce the :r'<±tes and charges then in effect unless the Net Revenues from such reduced rates and charges are reasonably expected to be su tlicient to meet the requirements of this Section.

(c) So long as the Authority has complied with its obligations set forth in subsection (c) above, the failure of Net Revenues to meet the threshold set forth in Section 6.07(b) above at the end of a Fiscal Y car shall mJt constitute a default or an Evenl of Default so long as !he Authmity has complied with Section 6,07(b) at the commencement of the succeeding Fiscal Year.

Section 6.08. ;Limitations on Future Oblig~et Revenue~,

(a) No Obligations Superior tn Bonds or Parity Obligations, In order to protect further the availability of the Net Revenues and the security for the Bonds and any Parity Obligations, the Authority covenant; that no additional bonds or other indebtedness will be i~sucd or incurred on a senior basis to the Bonds or 8uch Parity Obligations that arc payable out of the Net Revenues in whole or in part

(b) The Authority further covenants that, except for obligations incurred to prepay or post a security deposit for the payment of the llonds or Parity Obligations, the Authority may issue or incur Parity Obligations during the tem1 of the Bonds if:

(i) 1l1c Authority is not in default under the terms of this Indenture unles~ sueh default shall be cured simultaneously with the issuance of such Parity Obligations; and

(ii) The Authority obtains or provides a certificate prepared by an Imlepcndcnt Accountant or Independent Financial Consultant showing that the Net Revenues as shown hy the books or the Authority or City for any 12 consecutive calendar months during the 18 calendar month period ending prior to the incurring or such Parily

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Obligutions shall have amounted to at least 125%, of the Maximum Aggregate Annual Debt Service for all Bonds and Parity Obligations to be out5t:mding i1nmedinidy .i!ter incurring such additional Parity Obligations.

For pUJl}Oses Qf prcpa1ing the ccrtifo:ntc described in subsection (ii), as set forth above, the lndependi:11t Accmmtant or Independent Financial Consultant may rely upon financial ,hitenwnts prcpnr<!d by the AuthDrity ,ir City, which have not been s,1hject to audit by an imkp.::ndent certified public accountant if !!uditcd financial statements for the Fiscal Year or periml an: not available. For purposes of <lemonstrating compliance with the foregoing, Nc--t Revemu;s may be adjuslo:I (nt the option of the Authority) to include the Additional Revenues.

If interest on any Parity Obligation is re11~011ably anticipated to be reimbursed to or on behalf of the Authority by the United States of Amcric,t, then interest payments with respect to sud, Parity Obliglll:ions shall be excluded by the amount of such interest r<;iasunahly nnticipale<l to be paid or reimbur~cd by the United States of America, mid such reimbursements will not he included as R""-a.mcs for purposes of the coverage calculations required in sub8oct1011 (h)(ii) above.

The prnvrn1011s of subsection (b)(ii) of this Section shall not apply to any Parity Obligations if all of the proceeds of which (other than proceeds applied to pay costs of is~uing s:l!ch Parity Oblizn1 inns and lo mnke a reserve fond deposit) shall he depo,ited in 1111 irrevocable escrow held i11 cnsb or invested in Federal Securities for the 1mrposo of paying the principal of nnd interest 11nd premium (if any) on any Oul~tanding Bonds or on any outstanding Parity OhligatiCJn8, if {i) at the time of the incurring of such Parity Obligations, the City eertiJiC8 in writing that Mnximum Aggregate Annual Debt Service on such Parity Obligations will not exceed Muxim11111 Aggregi1lc Annual Debt Service on the Outstanding Bonds or Parity Obligations tu be relimdoo, and (ii) the finnl maturity of such Parity Obligations is not later tban the final maturity oflhc refunded Bonds or Parity Obligations.

In order io maintain th" p11rity relationship of tho Debt Service p,\)wunts to nil P11rity Obligations permitted horcunder, the Authority covenants tho.I nil pnymont8 in the natur,1 of prim,1pnl 11nd interest cir reserve nccount replenishment with rc!:lpcct 10 1111y Parity Obligations, except with respect to Governmental Loans. will be structured to occur semi-annually on the Record Daiei; llml i11 each year a, ~uch payments are due with respect to the Debt Seivice payments, and re~crvc account replenishment with respect to any Parity Obligations, except with respect to Governmental Loans, will be structured to occur monthly, and to otherwise structure the term;; or 8uch Parity Obligation~ to ensure thnt they arc in al I respect~ p11yahle on a p~rity with the Debt Scrvici;: payments and not p1-ior thcrelu; provided that the Authority 5hall HO! make a p~yment ,,n 1mch Oovcmmenhtl Loan to tt1t extent it would have the e!leet of causing tl1c Authority lo fr,il to pay Debt Sei-vice payments of the Bonds or Parity Obligations on a timely b,L--1is. l11 such event, the i\utlmrity shall make Debt Servke payments and payments on such Governmental Loan on a pro rata bask

Subordinllte Obligations. Additional obligations may be issued on a basis subordinate to the llonds and Parity Obligations.

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Seclion 6.09. Further A~-~!!r~- The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to cany out the intention or to facilitate the perl'ormance of this Indenture, and lor the better assuring and confirming unto the Owners of the Bond~ of the rights and benefits provided in this Indenture.

Seetion 6.10. Wu1ver of I ,aws. The Authority shall not at any time insist upon or plead in any manner whatsoever, or claim or lake the benefit or advantage of, any stay or extension law now or at any time herealler in force thal may affect the covenants and agreements contained in thi8 Indenture or in the Uonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by Jaw.

Section 6.1 L Private A_9~nd Limitation. The A\lthmity shall assure that the proceeds of the Bonds ~re not so used a, to ca11se the Bomb to satisfy the private business tests of Section I 4 l (b) of the Code.

Section 6J2. Privnte Lmm Financi11g L.imitution. The Authmity shall assure that the proceeds of the Bonds are not so used as to cause the Donds to satisfy the private loan finuncing tcstofSeclion 14l(c) of the Code.

Section 6.13, Federal Guarantee Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to canse any of the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code.

Section 6.14. ~ement. The ALtthority shall take any and all actions necessary to assure compliance with Seclion l48(f) of the Code, relating to the rebate of excess investment earnings, if any, to lhe federal government,

Section 6.15, No Arbilw£:$. The Authority shall not lake, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Bonds 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 Bonds, to be "arbitrage bonds" within the meaning of Section 148 of the Code.

Section 6.16. Maintenance of Tax-Exen.mtion. The Authority shall take all actions necessary to assure the exdui;ion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent a8 such interest is permitted io be excluded from gross income under the Code as in effect 011 the Closing Date.

Section 6.17. luterfrmcl I .oans. In the event there are insutlicient net revenues of either the water system or sewer system of the Enterprise to pay the portion of Debt Service allocated to such system then due, the Authority shall borrow available funds of either the water system or sewer system in order to pay the portion of Debt Service then due. '!11e loan shall be aceountcd fur as a temporary borrowing between funds and the Authority shall moke a repayment of such borrowed fonds within a reasonable time. Such repayment shall he payable from net revenues of the respective system on a subordinate basis to the Debt Service on the Bonds, the 2008 Bonds, the 20 I 4 Bonds and any Parity Obligations.

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Section 6.18. t,.s~.1.!JJ1t Lion of' Obli ,mions Upon Tctmirrn.!i., > • 1c Lcnsc A reemt!nl. The Authority and the City covenant not lo tenninate the Lease Agreement so long as the Bonds remain outstanding. However, in the event the Lease Agreement is, for any reason, terminated prior to the final payment of all Bonds hereunder, the City will assume all of the Authority's obligations hereunder for the payment of the principel of !llld interest on the Bonda.

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ARTICLE VII

MAINTENANCE, TAXES, INSURANCE AND CONDEMNATION

Section 7.01. Mai111enance and ... ~.e Enti;;.rprisc. The Autl10rity covenants and agrees that it will operate and maintain the Enterpri~e in accordance with all applicable governmental laws, ordina11cct1, approvals, rule~, regulations and requirements including, without limitation, such zoning, sanitary, pollufam and safety ordinance~ and laws and such mies and regulations thereunder as may be binding upon the Authority.

Section 7. 02. T..axes, .~ther .... Oovcrmnent11l Charge~ ... i~es. The Authority covenants and agrees lhat it will pay and discharge all taxes, as~cssments, governmental chargei. of any kind whatHoevcr, and utility charges which may be or have been a~scssed or which may have become liens upon the Enterprise or the interest therein or the Trustee or of tho Owners of the Bonds, and will make such payments or cause such payments to be made, respectively, in due time to prevent any delinquency thereon or any forfeiture or sale or the Eulcrpn~e or any part thereof, and Ltpon request, will fumi~h to lhe Trnstee receipts for all such payments, or other evidence satisfactory to the Trustee; provided, howcvt:r, that the Authority ahall not be required to pay any tax, assessment, rate or charge as herein provided as long as it shall in good faith contest the validity thereof, and the Enterprise will not he materially endang .. --rcd or subject to loss or forfeiture as a result of such nonpayment, provided that the Authority shall have set aside adequate reserves with respect thereto.

Section 7.03. ~ .. and ~e ln~tm1c11f&. The Authority shall maintain or cause to be maintained, so long as any Bonds or Parity Obligations remain outstanding, but only if and to the extent available at reasonable cost from reputable in~urers, a standard comprehensive general insurance policy or policiea in protection of the Authority, the Authority and their respective members, officers, agents, assignees and employees. Said policy or policies shall provide for in<lemnific11tion of said parties 11gainst direct or contingent loss (Jf

liability for damages for bodily and personal injury, death or propeity damage occ~sioned by reason of the operation of the Enterprise. Said policy or policies shall provide coverage in such liability amounts and shall be subject to such deductibles as shall be customary with respect to works and property of a like character. Such liability irnmrancc may be maintained as part of or in conjunction with any other liability insurance coverage carrioo by the Authority or the City, imd lllllY be maintained in whole or in p~rt in the fonn of selt~immrance by the Authority or the City, in the fonn of the participation by the Authority or the City in a joint powers agency or other program providing pooled insurance. The proceeds of such liability insurance shull be applied toward exlinguishment or satislaction of the liability with respect to which such proceeds have been paid.

Sectmn 7.04. ~ty Insurance. The Au1hority shall procure and maintain <1r cause to be procured and maintained, so lone ,1s any I3onds m Parity Obligations ri;:maiu ,rntstanding, but only in the event and to the extent availabk: from reputable in~urc1:, at ren,m11able CQSL, cns.ual1y insurance aguinst loss ()r damage to any improvement~ con~tituting any p;1rl of the Enterprise, covering such hazards as are cust()marily covered with respect to works and prop~ty of like ch.'lracter. Such insurance may be subject to ded\lc1ible clauses which ore customary with respect

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to works and property of a like character. Such insurance may be maintained as part of or in C()njunetion with any other casually insurance coverage canicd by the Authority or the City and may he maintained, in whole or in part. in the form of sel!~insurance by the Authority or the City, subject to the provisions of Section 7.05, or in the fom1 of the participation by the Authority or lhe City in a joint powers agency or other program providing pooled imunmce. All amounts collected from insurance against accident to or dcstructi()n or filly portion of the Enterprise shall be used to repair, rebuild or replace such damaged or destroyed portion of the Enterprise and, to the extent not so applied or to the extent the Authority dete1mi11es it is not economic11Jly feasible or in the best interests of the Authority to so repair, rebuild or replace such damaged or destroyed portion of the Enterprise. shall be applied to redeem the Bond~ pro rnta with any Parity Obligations.

Section 7.05. Insurance Net PrQ.~m of Policies. The Authority shall pay or cause to be paid when due the premiums for all insurance policies required by the Le~!ie Agreement. The Authority shall annually, on or before December I, deliver to the Tmstee a certificate to tbe effect that the Authority has complied with the requirements of Sections 7 .03 and 7.04 hereof. In the event that any in3Urance required pursuant to Section 7.03 or 7.04 ~hall be provided in the form of self-insurance, the Authority shall file with the Trustee annually, within ninety (90) days fullowing the close of each Fiscal Year, a statement of an independent actuarial consultant identifying the exteut of such sclf-insurnnce and stating the determination that the Authority maintains sufficient reserves with respect thereto. In the event that any such imurancc shall be provided in the form or self-insurance by the Authority, the Authority shnll not be obligated to make any payment with respect to any insured event except frorn Revenues or from such reserves.

Section 7 .06. µminepl Dumain. Any amounts received as awards as a result of the taking of all or any p11rt of the Enterprise by the lawful exercise of eminent domain, at the election of the Authority (evidenced by a Written Certificate of the Authority filed with the Trustee and the Aut11ority) shall either (a) he used for the lease, ~cquisition or construction of improvements or e~temrion oftl1e Enterprise, or (b) be applied to redeem the Bonds pro rata with any Parity Obligations.

Al-

ARTICLE vm

EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS

Section 8.01. fvents of Default. The following events shall be Evcnl~ of Delault:

(a) default in the due and pun<.:lllal payment (lf the p1focipal of nny Bond or Padty Obligatio11 wl1c11 mul as 1he same ,hall become due and pnyablc, whether at m:iturity as thercii, expressoo, by procoedings [hr redemption, by dcclarntion or otherwi~e, in the amounts and al the times provided therefor;

(b) default in the due and punctw1l payment of any installment of interest on any Bond or Parity Obligation when and ns such intereijt installment shall become due and payohle;

(c) default by the Authority in 1he ob~ervance ,)f any of the covenants, ;1grccment~ or condition~ on its part in this lnclonlure or in the Bonds contained [other than as refetTed to in subsections (11) or (b) of this Section 8.01), if such default ~hnll have continued for a period of thirty {30) days after written notice thereof, spi:cifying such default mHI requiring the same to be remedied, shall hllvc been give11 to the Al1tho1ity by the Trustee, or lo the Authority and the Trustee by the Owners or not \es8 tban twenty-five percent (25%) in aggregate principal nimmnt of the Bonds at the time Out~tanding; or

(d) the Authmity'~ filing a petition in voluntary b1U1kruptcy, for the composition ofits affairs or for its corporate reorgani,rntion und,lf any state or ledcml bankmptcy or insolvency law, or making an assignment for the benefit of creditors, or admitting in writing to its insolvency or inability to pny debts as they mature, or consenting in writing lo the appointment ol' a inrntec or receiver for itself or for the whole or any substantial part of the Enterprise.

Section 8.02. A~celeration of Matudtie~. Tf an Evertt of Default shall occur, then, and in each arul every such case during the continuance of such Event of Default, the Trustee or the Owner~ of 110! less than a majority in aggregate p1incipal amount of the Bonds at the time Outstanding shall he enthl!;l!, upnn n()tice in wrlting to the Authority, to dedan: tbe pri11cipal ,,r all of the Bonds thun Outstanding, and tho interest acemed thereon, to he due and payable immcdio1ely, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Bonds contained to the contrary notwithstanding.

Any such declaration, however, is subject to the condition that if, at !lll)' time after such <ledarnlion and before any judgment m decree for the payment of the moneys due shull hnve been obtained or 1:nlcired, the Authority shall deposit with the Tniskc n sum sufiicicut 111 pay 1111 the pdncipnl or Reclemption Price of arul installments ofintcrcst m1 the Dortd8 payment (Jf whid1 is ovcrd(1e, with interest on such ovcrdltc principal al the rate borne by the respective BomlR, ml([ the reaso1mblc charges and e1tpc11se, of the Trnstee, and 11ny and .ill other defaults known to the Tru8tci.: (other than in Lile, payment of principal t)f and 1t1!<~rest 011 thl) Bonds due and payahle solely by reason of such dccbrntion) ~hall have been made good or C\Jred to the satisfaction of the Trustee or prnvision 1kcined by the Trustee to he adequate shnll have bci:n made therefor, then, and in every such case. the Owners of not less than a mujurity in aggregate principul

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,1mount of the Bonds then Outstanding, by written notice to the A\1thority and the Trustee, or the Trustee if ~uch declaration was made by the Trustee, may, on behulf of the Ownern of all of the Gonds, re~cind and amuil such declarntion and its consequences and waive such default; but 110

such rescission and annulment shall extend to or shall aflcct any 3t1hsequent default, or shall impair or exhaust any right or power consequent thereon.

Section 8.03. A.imlic11tio!} ofNcl Revenues and Other Fund~ ... Aftc1 Default. If an Event of Default shall occur and be continuing, all Net Revenues and any other fonds then held or thereafter received by the Trustee under any of the provisions of this lndentme (subje<.:t to Sccti()n 13. l 0) shall be applied by the Trustee as follows and in the following order:

(a) To tht.: payment of any expenses neco8~ary in the opinion of the Tiustee t() protect the interests of the Owners of the Bonds and payment of reasomiblc charge9 and expenses of the Trustee (iuclucling. but mil limited to, reasonable fees and disbursements of it8 counsel) incurred in and abnut the performnnce of its powers and dutic:,s under this lndc:,nturc;

(b) To the payment of the principal or Redemption Pri-:c of and interest then due on the Aonds tupun preRentatlon of the Bonds to be pnid, and ~tamping thereon of the pnyment if only partially paid, or surrender thereof if fully paid) subject lo the provision" of this Indenture (including Section 6.02), as followR:

(i) Unless the principal of all of the Bonds shall have become or have been declared due and payable,

First: To the payment to the pernons entitled thereto of all installments of interest then due in the order of the maturity of such instalhn(mts, and, if the amount uvailable 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 pergons entitled thereto, without any discrimination or preference; and

&cond: To the payment lo the persons entitled thereto of the unp,tid principal or Redemption Price <>f any Bonds which shall have become due, whether at maturity or by call for redemption, in the order of their di.tc dates, with interest mi the overdue principal at the rntc bome by the respective Bonds, and, if the amount available shall not be 8ufficient lo pay in full all the Bonds due on any date, together with such interest, then to the pnyment thereof rntahly, ,t..:cording to the amounts ofpnncipal or Retkmption Price rlue on such dMe to the persons entitled thereto, without any discrimination or preference.

(ii) If the principal of all of tbc Bonds shall have become or have btien dedarcd due and payable, to the payment of tlw principal and intcrn~t then due and unpaid upon the Honds. with interest on the overdue prim.:ipal at the rate borne by the re.spel!Livll Bonds, and, if the amount avoi !able shall 1ml lle suilicienl to pny in full the wl1ole amount ~,, due 11nd unpaid, then to the payment thereof ratably. without preli:rence or priority of principal over interest, or or int1~re~t over principal, m of any inst~llrnent of interest over any olhcr installment of into!l.-esl, or or "1\Y Bond ,wur nny other 0ond, according to the amounts due rcspeolivcly for principal and interegt, to the persons entitled thereto without any discrimination or prelcrcnce.

Sectio11 8.04. Trnstee to R~wners. The Trustee is hereby irrevocably appointed (and the successive respective Owners of th<.J Bonds, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) ,is trns1ee and trnc und lawfol attomey-iu­fact of the Owners of the B(}nds for the purpose of exercising and prosecuting on their behalf such right~ nnd remedies ,is may be available to s11ch Owners under the provi1:1i~ms of the Bonds, this Indenture, lhc Bond Law and applicable provi&ion8 of nny other law. Upnn 1he occurrence and continuuoce of an Event or Default or other occ11.~ion giving rl3c to a right in the Trusteti to repre1:1cnt the Owners, the Trustee in its dhmn;tion moy. and ,hall, upon the written request of the Owners of not less than twenty-five percent (25%) in aggregato principal amount ofthc Bonds then Outstanding, (or, if more than one such requc~t is received. the w1itt,;m requcsl ellecuted by the Owners of the greatest perC<:ntage of Bonds then Outstanding in excess of twenty-five percent (25%)), and upon being indemnified to it~ ,ntisfaction therefor, shnll, proceed to protect or cnfurcc its rishts or the rights of such Owners hy sttch appropri11te action, suit, mandamus or other proceeding~ ,ii, it shfl 11 deem nmst effectual to prntcct and enforce any snch 1i ght, at law or in equity, eitl1cr for the specilic performance of any covenant or agreement contafoed hcn,in, or in aid of the execuLfon of a11y power herein gmnted, or for the enforcc1ucmt of any other appropriate legal or eqt1ilah\e right OT remedy VC.!!led in the Trustee or in such Owners under thiR lndClnture, the Bond Law t,r any other h1w; rmd npon instituting Buch proceeding, the Trustee shall be entitled, as a matter of right, lo the appointment of a receiver of the Ner Revenue~ ;mcl other ai,'<ets pledged under this ludcntnre, pending such proceedings. All rights of aclion under this Indenture or the Bonds or otherwisi, may be prosecuted and e11forced by the Trnslee without the JJORScssion of any of the J3m1<l~ or the producti,in therenf in nny proccccling rclatin8 Ll1crcto, nnd any ~uch suit, action or proceeding in~titutcd by the Trustee shall be brought in the name of lhc Trustee for the benefit and pmtcction of all the Owners of ruch Bonda, subject to the provisions of this Indenture (including Section 6.02).

Section 8.05. OwnocfDircction of PJtL~S. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bond8 then Outstanding shall have the right, by an instrument or concurrent instmmcnts in writing executed !llld delivered to the Trustee, to diret,1 the method of conducting all remedial prncccdings taken hy the Trustee hernundcr, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and thut the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prcjudici al to Owners not paities to such direction or would expose the Trustee to liability fur which il has nol been indemnified to its satisfaction.

Section 8.06. l)r11itat_ion on Own~:!<..'..J~.ight to Sue. No Owner of any Bond shall have the right to institute any suit, action or proceeding at law 01' in equity, for the protection or enforcement of any 1ight or remedy un<ler this Indenture, the llond Law or uny other applicable law with respect to such Bond, unless (1) such Owner shall have given to tho Trnstee writt<.Jn notice of the occurrence or an Event of Defi:mlt; (2) the Owners of not less than twenty-live per cent (25%) in aggregate ptincipal amount of the llon<ls then Outstanding (or, if more than one such request is received, the written request executed by the Owners of the greatest percentage of Bonds then Outstanding in excess of twenty-five percent (25%)) shall have made wriltcn request upon the Trustee to exercise the powern hereinbeli>rc granted or to inRtitute such suit, action or proceeding in its own name; (3) 1mch Owner or said Owners shall have tendered to the Trustee l'easonable indemnity again8l the costs, cx.pensca and liabilities lo be incurred in compliance with

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such request; and (4) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) diiys after such written request 3hall have been received by, und 3aid tender of indemnity shu1! have bec11 made to, the Trustee.

Suc:h nntitkation, request, tender of indemnity and refusal or om1ssmn are hereby declared, in ev1-,:y case, ll1 be conditions precedent to the exercise by any owner of Bonds of any remedy hereimd1,,~- or und•.-T law; it being 1mdcrstood and inlcm]C(i that no om: 01 more Owner~ of Bonds :;hall l,ave any ri1~1t in any manner wlmtever by his or their .iction h1 affect, disturb m prej11rlice the security of this [ndcnt1.1re or the rights of any other Own~r~ of Bomb, or lo enforce any right mlJ.ler this Indenture, the Dami Law, the Government Code or the State or other applic11hlc law with rcsp~ct to the Bonds. except in the manner herein provided, m1<l that all proceedings al law or in equity to enforce any 1iuch right shall be i11slituted, had and muinJ:ained in the manner herein provided and !or the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions of this Indenture (including Section 6.02).

8ection l!.07. Ahsol¼te Q_l:i~f Au~. Nothing in Secli011 8.06 or in any other provision of this Indenture, or in the Bonds, contained shall .illcct or impair the obligation of the Authority, which is absolute and wicot1ditional, to pay the principal or Redemption Price of and interest on the Uonds to the respective Owners of the 13onds at their respectivo dales of maturity, or upon cull for redempliun, as herein provided, but unly out of the Net Revenues ~nd ull1cr assets herein pledged therefor, or affect m impair the right of ~11ch Owners. which is also absolute and unconditional, to enforce such payment by virtue of the cm1tn1ct embodied in the Bonds.

Section 8.08. TcrminnJion_ or Proceedh1g.~. In case any procet..xlings taken by the Trustee or any om, or more Owners on acco1mt of any Event of Default shall have been discontinued or abnnduncd for any reason or 11ilall have been cletennined adversely to the Trustee or the Owners, then in every such case the Autht>rily, the Trustee and the Owmir::i. subject to any determination in such pniccedings, shall be restored to their fonner positions and rights hereunder, sev.:rally and respectively, and all rights, remedies, powers ijn<l dlttieR of the Authority, the Tru~lcc and the Owners shall continue as though no such proceedings had been taken.

Section 8.09. F,enwdic,:, Nol E,.:clu.~ivc_ Nn remedy herein conferred upon or reservtid to the Tru~tee 01· to the Owners of the R,mcl9 is intcmlcd to be exclusi vc of any c,ther remedy or remedies, und each and every such remedy, to the extent £l'-'rmitted by law, ~hall he cumulative and in addition to any other remedy given hereunder or now or herealler eiisting al law or in equity or otherwise.

Section 8- Ill. No Waiwr of Dcfo1J!!- No delay OT omission of the Trustee or of any Owner of tile Bonds L(I c.-.:.crci~e 11ny right or power arisiug upon the (lccurrence of any iJcfoult shall i111p11ir any such right nr power or shall be construed to be a waiver of any such default or an a..:qt1ie:scc1,ce thcreio; :md every power and remedy given by this Jndentun: lo the Tmstee or to the Owners 11 f the Bonds may be e1torcised from time to time and as often as may be deemed expodienL

ARTICLE IX

THE TRUSTEE

Section 9.01. AJ2pointm~,n~es, Immgnities and Liabilities ofTrust~Q.

(,1) The B,mk of New York Mellon Trnst Company. l\".A. is hereby appoi11tcd to serve as Trustee under this Indenture. By execution hereof, the Trustee accepts such 8ppointment.

(b) The Trustee shall, prior lo an Event of Default, and ufter the curing or waiver of all Eve11ts of Defottlt which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would ellercise or use under the circumstances in the conduct of his or her own affairs.

( c) The Authority may remove the Trustee at any time by thirty (30) day8 prior written request unkHs an Event of Default shall have occurred und then be continuing, and shall remove the Trustee if at any time requested to do so by an instrument or concun-enl instrumentH in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any lime the Trustee shall cease lo be eligible in acoordance with subsection (f) of this Section 9.01, or shall become incapable of acting, or shall he adjudged a bankrupt or insolvent, or a receiver of !l1c Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or o!' ii~ property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notiee of such removal to !he Trustee, and thereupon shall appoint a successor Trnstee hy an instrument in writing.

(cl) The Trustee may at any time resign by giving ninety days prior written notice of such resignation to the Authority and by giving the Owners notice of such resignation by mail to the addresses shown 011 the Bond Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Tl'U8tee by an instrnment in writing.

( e) Any removal or resignation of the Trnstee and appointment of a successor Trustee shall become etltmtivo upon acceptance of appointment by the successor Tn~,tee. If no successor Tnistee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of rei-noval or notice of resignation as f!foresaid, the resigning Trustee or any Owner (on behalf of himself and all other Owners) may petition any court of competent ju1isdiction 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 Tnistee. Any successor Trustee appointed under this h1denti1re, shall signify its acceptance of such appointment by executing and delivering to the Authority and to its predecessor Trustee a wlitten acceptance thereof: and thereupon ~uch successor Tn1stec, without any further 11.ct. deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, tnrnts, duties and obligetiom of such predecesi;or Trustee, with like effect as if originally named Trustee hoccin; but, nevertheless at the Request of the Authority or the request of !he sueces,;,or Trnstee, such predecessor Trustee

shall execute and deliver any and all in~tniment, of conveyance or further assurance lilld do such other things as may reasonably be reqL1ired for mon, folly and ~·crtninly vesting in and confnming to such successor Trustee all the right, title aml int,m::sl c,f quch prcdcces~m T11Jstec in and to any property held by it under this huicnture and shall puy over, tr;m~fer, n~sign and deliver to the suci,:1.,'1:<sor Trustee any money or other property subject to the tmsts and conditions herein set fo11h. I /pcm request of the successor Trustee, tl1e Authority shall exccuti.: ancl deliver any and all instrument~ as may be reasonably required for more fully and certmnly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trnsts, duLics and obligations. Upon acceptance of uppoinlmenl by a successor Trustee as provided in this subsection, the Authority shall mail a notice of the succession of such Trustee to the trnsts hc:rellnder to the Owners at the add rcsses sbt>W11 on the registr111iun boob maintained by the Trustee, ff the Authority foils to mail such notice within fifteen (15) days llilcr acceptance of appointment by the successor Trustee, the successor Trmtec shall cause ~uch notice to be mailed al the expense of the Authority.

(f) Any Trustc.:! appointed under the provisions of this Section 9.01 in 8l1cccssion to the Trustee shall be a trust co1npany, national bnnking a~8ociation or hank b11.,,iug the powers or a !rust company having a corporate lrus1 ofiice in the State, having a combined capital and surplus of at !t,ast fifty million dollnrn ($50,000,000), and ~ubjcct to supervision or examination by fodcrnl or slate nutlwnty. lf such b,utk, national banking ,1s~odation or 1rnst co111p11ny publishes a report of condition at least annually, pursu11nt lo luw or to the requiroment~ of any supc1·vising or examining authority 11bovc referred to, then for the purpose <)f this sub~cction the combim:d capital and surplus of such bank, national hanking 11ssociation or lrusl company shall be deemed to be it~ comhined capil11l and ~urplus as sci forth in its most recent report of condition so published. In case al 11ny time the T1 ustce sh,1ll cease to he cligibk in accnrdnnce with the provision~ of this subsection (f), the Trustee shall resign immediately in the manner and with the effect specified in this Section 9.01,

Section 9JJ2. Mcrr•cr Qr Consohdnli()11. Any company or association into which the Tni3tee may be merged or converted or with which it may be consolidated or any company or association resulting from any merger, conversion or consolidution to which it shall be a party or any company or ,1ssociation to which tbt~ Trustee may ,ell or tra11sfer all or ~ubstantiHlly 1111 of its corporate tn1st business, provided such compa11y or 11ss<>cialioo shall be clig1ble under subsection (1) of Section 9.0 I, ~hull be the su.;ccsHur lo such Trn~tcc, as the c,i.~c muy be, without the execution or filing of any paper or any further act, a11ything herein to the contrary notwithstanding.

Section 9.03. LiahjJity ofTn1stoe.

(a) The recitals of focts herein and in the Bonds contained shall be taken as statements of the Authority, and the Trustee assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency or this Indenture or or the Bonds, or shall incur any responsibility in respect thereof, Dthcr than in connection with the duties or obligations herein or in the Ilonds assigned to or impo~otl upon it The Trll',tec shalL however, be responsible for its representations con!aim.:d in its ccrtilicalG of nuthenticatio11 on the Bonds. The Trustee shall no! be liable in connect.ion with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee may become the

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owner of Bonds with the same rights it would have if it were not Trustee, and, to the extent pennittcd by law, may act as deposilory for and permit any of itij orficcrs or directors to act as a member of, or in any other capacity with respect to, any committee fonncd to protect the rights of Owners, whether or not such committee shall represent the Owners of a majority in principal amount o rthc Bonds then Outstanding.

(h) The Trustee shall not be liable fur any error or judgment made in good faith by a responsible officer, unless the Trustee was negligent in ascertaining the pertinent facts.

( c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than twenty­five percent (25%) in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any rnrncdy available to the Trustee, or exercising any trust or power conferred upon tho Trustee under this Indenture.

(d) The frustcc shall he under 110 obligation to exer<.-isc any of !he rights or powers vested in it by this Indenture at the request, order or direction of nny of the Owners, pursuant to the provisions of this lndenlure, unless such Owners shall have offered to the Trustee reasonable security or indemnily against the costs, expenses and liabilities which may be incurred therein or thereby.

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

(f) No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise ine,ir any financial liability in the performance of any of its duties hereunder if repayment of such fun(l~ or adequate indemnity against such risk or liability is not assured to it. The Trustee shall provide the Authority with seven days' notice prior to making any advance of its own [unds hereunder, and, if the Authority does not provide moneys in the amount needed, the Tmstee shall be entitled to interest on the amounts advanced at a rate equal to the then 3-rnonth ce1tificatcs of depmit rate (hy refbrence to the Wall Street Journal); provided that no such prim notice shall need be given and Rueb interest on amounts advanced shall accrue from the date of any such advance following the occmTence of an Event of Default hereunder.

(g) The Tmstee makes no rt .. 1)rcseotation, express 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 or fitness for the use conlcmplatecl by the Authority oflhc Enterprise.

(h) The Tru8tec shall not be deemed to have knowledge of an Event of Default hereunder unless and until it shall have actual knowledge thereof.

(i) The Trustee shall have no responsibility with respect to any information, statement or recital in any ollicial statement, offering memorandum or other disclosure material prepared or distributed with respect to the Bonds.

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(j) The immunities cxtcrnkd to the TruMcc also extend to its dircctorn, officers, employees and agents.

(k) The pennissive right of the Trustee lo Lio things enumerated in this Indenture shall not be construed as a duty.

(I) The Trustee may execute any of the trusts or powers hereof and pc·,:furn1 any of its dutie~ through altomeys, agents and receivern and shall not be answerable fhr the same if appointed by it with reasonable care.

(m) The Trustee shall have the right to accept and act \lpon instmctions, inch1ding funds transfer instructions ("Instructions'') given pu1"11uant to this Indenture and delivered using Electronic Means ("Electronic Means" shall mean the following communications method~: e· mail, facsimile trunsmissioo, secure electronic transmission containing applicable authorii:ati()n codes, pas~words and/or authentication keys issued by the Trustee, or another method ()f system specified by the Trustee ns available for use in conm:ctiun with its services hereunder); provided, however, fh111 the Authority shall provide to th(; TruRlee at1 incumbency certificate listing olliccrs with the authority to provide such Instructions ("Authori:c1:d Ot11cers") and containing specimen signulurcs of Ruch Authori:ced Officers, which incumbency certificate shall be amended by lht.: Authority whent.:ver a person is to be added or deleted from tht:: listing. If the Authority elects to give the Trusll:C ln~tru.ctim1s u~ing Elcctro11ic Means mu.I thL, Tmstee in it5 discretion clc:cts to act upon sud, lnstructioni;, the Tn.1Rtee's undoC1landi11g of such lnslrnctions ~hall be deemed ron!rolling. The Authority understantls and agrees thal thi; Trustee cannot determirn; lhc identity of the actual sender of such Instructions and thal the Tn1~tee shall conclusively presume thal directions that purport lo have been sent by an Authorized Otliccr listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized Otliecrs tra11Smit such Instructions to lhc Trustee und that the Authority and all Authorized Officers are solely 1-esponsible to sa[cguard the use and c()nfidentiality of applicable user and authorization codes, passwords and/or authcnticotion l::cys upon receipt by the Authority. 11,e Trustee shull not be liable for any losses, costs or expenses ari8ing directly or indirectly from tho Trustee's reliance upon and compliance with such Instrnctions notwithstanding such directions conflict or arc inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trnstee, including without limitation the risk llfthe T.ru3tee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully infonned of the protections and risks associoted with the v,uious methods of tranernitting Instructions to the Trustee and that there may bt:: mQrc se.:urc methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmis~ion of Instructions provide to it a commercially reasonable degree of protectiLm in light of its particular needs and circumstances; imd (iv) to notify the Trustee immediately upon learning of any compromise or u11authorizt1d use of the security procedures,

(n) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder i [' and to the extent its performance hereunder is prevenlcd by rea.~on of force majcure. The term "force majeure" means an occu1Tencc th,it i, beyond the control of the Trustee and could not have been avoided by exercising duo care. Force majeurc shall include, but not be

49.

limited to. acts of God, terrorism, war, riots, strike3, fire, floods, earthquakes, epidemics or other similar occurrences

(o) The Trustee shall not be n,~ponsible for or uccount,iblc to onyone for the subseql1ent t1sc or application of any moneys which shall be released or withdrawn in accordance with the provisions hereo[

Section 9.04. filgbt ofTrustei;:_~pocuu:ients. The Trustee shall be protected in acting upon any noti,:e. resolution. request, rcq\1isition, c,c)nsent, order, certificate, rl.:lport, opinion, note or ,1thcr paper or do<!t11t1ent believed hy it to be genuine 1md to have bc<.:a signed or pNs<:ntcd hy the prnpeJ pnrty or parlk:s. The Trustee mny consult with counsel, wh{) may be counsel of or to Inc Autholity, with regard io legal questions, and the opinion of such cormscl sruill be full and complete authorization and protedion in respect of any 11ction h1kc11 or suffered by it hereunder in good faith arid in accordance therewith.

Whenever in the administration of the trusts imposed upon it by this Indenture the Trui;tec shall deem it necessary or desirable that a matter be proved or established prior to taking or ~uITcring nny action licreumler, such Lllattcr (llnless othur evidence in respect thereof he herein spccUically prcscribecl) may be deemed to be c:oncluBively prov()(I and established by a Certificat<.: of the Authority, nnd Sllch Certitic!lte shall be foll warrant to the Tm~lcc for any action taken or suffered in good faith under the provi8ions of thi9 Indenture ill reliance upon such Certificate, but in its di,icrction the Trustee may, in liou thereof: accept other evidence of such matter or may require such additional evidence as to ii may seem rCllsonablc.

Section 9.05. Prcscrvntion an{! l.nsl)cction_ ofDocug1ent§. All docum;;nts received by the Trustee unde, the provisions or this Indenture ~lu1ll be retai11ed in its possession and shA!l be subjt:ct during regular bllsincss hoL1rs with rc!lROnable prior notice to the in~pcction of the Authority and uny Owner, and their ,1gcnts and repn:~cntativcs duly authorized in writing, at the T11.1!1t O11ie<.: ofthe 1 rustee and under reasonable conditions.

Section 9.06. ComJfil!§illill!!_Pf Tr1J_,'1cC. The Authority covenants to pay to the Trustee from time to time, [him availnhle muncys of the Authority, and the Tru~lec ,hall be entitled lo, reasonable c.,m1pc11sniion for all scwice9 rendered by it in lhc exerei~c and perfo1mance uf"any of the powers and dutius he1cun<ler of the.: Trustee. und the Authority will pay iir rcimhurse tho Trustee upon its request, from available moneys of the Authority, fur all expenses, disbursements and advances incunoo or made by tht' Tmsn::c in accordance with any of the provisions of thiR Indenture (including the reasonable compensation a1Kl the expenses and disbur~cments of its counsel and of all persons not regularly in its employ) except uny such expense, disbursement or advance us may arise from it~ negligence or bad faith.

Section 9.07. lnd¢mnific,1tion. 111c Authority covcnm1t~ to indemnity the Tru~tee anti to hold it harmless 8gllinst any loss, liability. expenses or advance, including foes and expense~ (>f counsel and other experts, ini;urrc<l or made without oegligcncc or bad fuith on the part of the Tt1.L'!tee, in the cx.erci:-ie rrnd pcrfonrnmce of any of the powers and Ll11ties hereunder by the Trustee, i1Kluding the ..:osts ,ind expenses ol· defending itself ag11inst any claim oflinbility Jrising under this lmle11turc:. Such indemnifa:mion shall s~n-vivc the tcrminalion or disi;hargc or this Indenture a11d the resignation or rem(}val of the Trustee,

ARTlCLEX

MODIFICATION OR AMENDMENT 01' THE INDENTURE

Section 10.01. Amondu;g:nl:! Pennitted.

(a) This Indenture and the rights and obligations of the Authority and of the Owners ol'thc Bonds and of the Trustee may be modified or amtinded from time to time and at any time by a Supplemental Indenture, which thti Authority and the Trustee may execute when the written consent of the Owners of a majority in aggrtigatc principal amount of the Bonds then Outstanding shall have been filal with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any Boncl8 of any particular maturity remain Outstanding, the consent of the Owners of such Bonds shall not be required and such Bonds shall not bti deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section 10.0L No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, provided in this lnd,mturc for the payment of any Hond, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Owner of each Bond so affected, or (2) reduce the uforcsaid percentage ()f Bonds the consent of the Owners of which is required to effect any such modification or amendment, or pennil the creation of any lien on the Net Revenues and other assets pledged under this fndenture prior to or on ll parity with the lien created by this Indenture, other than Parity Obligations, or deprive the Owners of the Bonds of the lien created by this Indenture on such Net Revenues and other assets (except ns expressly provided in this Indenture), or tenninate the insurance of the Bonds. without the consent of the Owners of all of thti Bond3 then Outstanding or modify any of the rights or obligation~ of the Trustee witho\1t its prior written consent It shall not be noccs8ary fur the 1:011,~unt of the Owners to upprnve th..i particular form nf any Supplemental !11de11ture, but ii &hull he suflicicnt if st1ch co11scnl shall approve the sub~tl!1cc thc1eot: Promptly after thi: execution by the Authority and tho Trustee of any Suppkuwntal Indenture pursuant lo this subsection (u), the Trustee shall mail a notke, setting forth in general terms the substance of 8uch Supplemental indenture to the Owners at the addresses shown on the Bond Registration Books. Any fuilurti to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any ~uch Supplemental Indenture.

(b) This Indenture and the rights and obligations of the Authority, of the Trustee and of lhc Owners of the Bonds may also be modified or amended from time to timti and at any time by a Supplemental Indenture, which the Authority and the Ttustee may execute without the consent of any Owners, but only to the extent penniltcd by law and only for any one or more of the following purposes:

(i) to add to the covenants a11d agreements of the AuthQrily in this Indenture contained other covenants and agrtitllTients thereafter to be observed, to pledge or assign additional security for the Bonde (or any portion thereof). or to surrender any right or power herein re~erved to or conforred upon the Authority, provided, that no such

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covem.ml, agreement, pledge, assignment or surrender shall materially adversely 11ffect the interests of the Owners of the Bonds;

(ii) to make such provisions for !he purpose of curing any ambiguity, inconsist.,ncy or omission, or of curing or correcting any defoclivc provision, contained in this Indenture, or in regard lo matters or questions arising under this lndcntme, as Lhc Authority may deem necessary or desirable and not inconsistent with thi~ Indenture, ttnd which shall not materioJly adversely affect the interests of the Owners of the Bonds;

(iii) to make such additions, deletions or modifications as may be necessary to assure excluRion from gi·osR income for purposes or ledcral income taxation of interest on the Bonds; or

(iv) lo issue Parity Obligations ,,r to substitule a Qualified Reserve Account Credit Instrument

(c) No such Supplemental Indenture shall modify any of the rightB or obligations ()f the Trustee without its prior written consent thereto; m)r shall the Trustee be required to consent to any such Supplemental Indenture which affects its rights or obligation!; hereunder.

(d) In executing., or accepting the additional trusts created by, any supplemental indenture pcrmitte<l by this Article or the modification thereby of the tn1s1s created by this Indenture, the Tnistee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel staling that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with t'.he terms hereof.

Section 10.02. Ell~ __ Qf.. .. fu!ill!.kmental_lndenturc. 1-'rom and after the time any Supplemental Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed lo be modified and amended in accordance therewith, and the respective right~, duties and oblige.lions under this Indenture of the Authority, the Trustee and all Owners of Bonds Outstanding shall therealler be determined, exerci~cd and enforced hereunder subject in all respects to such modification and amendment, and all the tenns ttnd conditions of any such Supplemental Indenture shall he deemed to be pa1i of the terms and conditions of this Indenture for any and all purposes.

Section 10.03. Endor~ernent of Bo~_J:kw l.londs. Bonds delivered after any Supplemental Indenture becomes effective pursuant to this Article X may, and if the Trustee so determines shall, bear a notation by e11dorsernent or otherwise in form approved by the Authority and the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, uptm demand of the Owner of any Bond Outstanding at the time of such execution and presentation of his Bond for the purpose at the Trust Office of !he Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable not.1tion shall be rnade on such Bond. If the Supplemental Indenture shall so provide, new Bonds so modified as to confonn, in the opinion of the Authority and the Tnistee, to any modification or umendment contained in S\tch Supplemental Indenture, shall be prepared and executed by the Authority and authenticated hy the Trustee, and upon demand of the Owners of any Bonds then Outstanding shall be ex.changed at lhc Tru~t Office of the Trustee. without cost

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lo any Owner, for Bonds then Outstanding, upon sun-ender for cancellation of such Bonds, in equal aggregate principal amounts of the same maturity,

Section 10.04. !,.1m::ni.lmcnt nf Particular ~onds. The provisionM of this Article X llhall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due nota1ion thereof is made 011 such Bonds.

_53.

ARTICLE XI

DEFEASANCE

Section 11.0 l. Dischai:g~ __ J.>I' ln<lcnture. Any or all of the Bonds may be paid by the Authority in any of the following ways; provided that 1he 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 or Redemption Price of and interest on such Bonds Outstmlding. as and when the smm.i become due and payable;

(b) by depositing with the Trustee, in trust, at or before maturity, money or Permitted Investments described in paragraph (a) of the definition thereof (''Defoasance Obligations") in the necessary amount ( as provided in Section 11.03) to pay or redeem such Bonds Outstanding;

or

(c) by delivering to the Trustee, for cancellation by it, such Bonds Outstanding.

lfthe Authority shall pay all Bonds Outstanding and shall also pay or cuuse to be paid all other sums payable hereunder by the Authority, then and in that case, at the election of the Authority (evidenced hy a 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 Bonds shall not have been surrendered for payment, thi8 Indenture and the pledge of Net Revenues and other assets made under this Indenture and all covenants, agreements ~ml other obligations of the Authority under this Indenture shall cease, tenninatc, become void and be completely discl1argcd and satisfied, except only as provided in Section I 1.02. In such event, upon Request of the Authority, the Trustee shall cause an accounting for such period or periods as may be req1.1ested by the Authority to be prepared and filed with the Authority and shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such di~chargc and satisfaction, and the Trusttie shall pay over, transfer, assign or deliver to the Authority all moneys or securities or other prnperly held by it pursuant lo this Indenture which arc not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption.

Section 11.02. ~ on Bonds. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the 11eecssary amount (a.q provided in Section 11, I 0) lo pay or redeem any Outstanding Bond (whether upon or prior to its maturity or the redemption date of such Bond), provided that, if such Bond is to be redeemed prior to maturity, notice of such redemption shall have been given as in Article JV prnvided or provision satisfactory to lhe Trustee shall have been made for the giving of such notice, then all liability of the Authority in respect of such Bond shall cease, tem1inate and be completely discharged, except only that thereafter the Owner thereof shall he entitled to payrnent of the principal of and interest to the maturity or redemption date on such Bond by the Authority. and the Authority shall remain liable for s,1ch payment, but only out of such money or securities deposited with the Trustee as aforesaid for such payment, provided farther, however, that the provisiorn of Section I l.04 shall apply in all events.

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The Authority ma.y at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered which the Authority may have acquired in any manner wlrnt~ocvcr, and such 13onds, upon such surrender and cancellation, shall be deemed to be paid and retired.

Section 11. 03. · of on or Securities with Tmstee. Whenever in this lndcnturc it is provided or pem1ittcd that there be deposited with or held in trust by the Trustee money or Defcasance Obligationij in the necessary amount to p11y or redeem any Bonds, the money or Defoasancc Obligations so to be deposited or held may include money or Dcfuasance Obligations held by the Trustee in the fonds and accounts established pursuant lo lhi~ Indenture and shall be:

(a) lawful money of the United States of America in an amount equal to the principol amount of such Bonds and all unpaid interest thereon to maturity, except thnt, in the case of Bonds which arc to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as in Article IV provided or provision ~atisfoct()ry to the Trnstee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or Redemption Price of such Bonds and all unpaid interest thereon to the redemption date; or

(b) Defeasance Obligations the principal of on<l in1erest on which when due will provide mo11ey sufficient, in the opinion of an Independent Accountant, t.o pay the principal or Redemption Price of and all unpaid interest to maturity, or to the redemption da1e, as the case may be, on the Bonds to be paid or redeemed, as such principal or Redemption Price and interest become due, provided that, in lhe case of Bonds which are to be redeemed prior to the maturity thereof: notice of such redemption shall have been given as in Article TV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice; provided, in each case, that the Tru~lee shall have been irrevocably instructed (by the tc1111s of this Indenture or by Request of the Authority) to apply such money !o the pttyment of such principal or Redemption Price and interest with respect lo such Bonds.

The Bonds shall be deemed Outstanding under this Indenture unless and until they are in ('act paid and retired or the above criteria arc met.

Section 11.04. r.!l.m r Bot ds A· ar e of lndenlurc. Notwithstanding any provisions of this [ndenture, ijny m()neys held by the Tmstee in trust for the payment of the principal or redemption premium ot: or interest on, any Bonds and remaining unclaimed fbr two years after the principal of all of the Bonds has become due and payable (whether at maturity or upon call for redempti()n or by acceleration as provided in this Indenture), if such moneys were s,> held al such date, or two years after the date of deposit of such money~ if deposited after said date when all of the Bonds became due l!nd 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, tha1 before the repayment of such moneys to the Authority as aforesaid, the Trustee, as the case may be, may (al lhc cost of the Authority) first mail a notice, in sucl1 fon11 as may be deemed appropriate by the Trustee, to the Owners of the Bo11ds so payable and not pre~ented ond with re~pect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof.

ARTICLE xn

MISCELLANEOUS

Section 12.01. J.,iubility of Authority Limited to Net Revenues. Notwithstanding anything contained in this Indenture or in the Bonds, the Authority shall not be required to advance any moneys derived From any source other than the Net Revenues and other assets pledged under this Indenture for any of the purposes mentioned in this lndenture, whether for the payment of the principal or Redemption Price of or interest on the Bonds or for any other purpose of this Indenture.

Section 12.02. Successor Is Deemoo Included in All References. to Prtldecessor. Whenever in this Indenture either the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Authority or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or

not.

Section l 2.03. Jjmitation of Ri2hts to Parties nnd Owners. Except as provided in Article XII hereof, nothing in this Indenture or in the Bonds expressed OJ' implied is intended or shall he construed to give to any person other than the Authority, the Trustee, and the Owners of the 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 arc and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee and the Owner~ of the Bonds.

Section 12.04. _Waiver of Notice. When<Jvcr the giving of notice by mail or otherwise is required in this lndenti1re, the giving of such notice m~y be waived in writing by the person entitled to receive such notice and in any such case the giving or receip1 of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 12.05. Dretrn,;tion of Bond~. Whenever in this Indenture provision is made for the cancollation hy the Trustee and the delivery to the Authority of any Bonds, the Tmstee may, upon Request of the Authority, in lieu of such cancellation and delivery, destroy such Bonds (in the presence of an otlicer of the Authority, if the Authority shall so require), and deliver a certificate of such destruction to the A ulhorily.

""-"""-"!.!.l--"-'-'-'"--'-''-'--'-''---"-=v,.,1=I021.!._. If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable lrom the remaining provisions contained in this Tmlenture and such invalidity, illegality or uncnforceability shall not alfoct 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 declures that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuunce of

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the Bonds pursuant thereto irrespective nf the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable,

Section 12.07. Not.\Jil;.~, Any notice, requcRt, complaint, demand, communication or other paper shall be sufficiently given and shell be deemed given when delivered or mailed by first class, registered or certified mail, poste.gc prepaid, or sent by confirmed telegram, telecopy or telex, to the address ( or ~uch other address as may have been filed with the Trustee in w1iting) set fo1th below:

To the Authoril y:

To the Trustee:

lfto the Tnitial Owner:

Lynwood Utility Authority 11330 Bullis Road Lynwood, CA 90262 Attention: Executive Director Fax: (310) 886-0402

The Bank of New York Mellon Trust Company, l\,A 400 South Hope Street, 5th Floor Los Angeles, CA 90071 Attention: Corporate Trust Department Fax: (213) 630-6215

ZB, N,A,

550 S()uth Hope Street, Suite 2875 Los Angeles, CA 90071 Attention: Municipal Finance Department

Section 12.08, Evidence or R~. Any request, consent or other instrument required or pem1itted by this Jndenture to be signed and executed by Owners may be in any number of c(mcun-eo! instruments of substantie.lly similar tenor and shall be signed or executed by such 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 Bonds transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section 13 .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 lo take acknowledgments of deeds, certifying thut 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 ()r other officer,

The ownership of registered Bonds shall be proved by the Bond Registration Books held by the Trustee.

Any request, consent, or other instrument or writing of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of every Bond i8sued in exchange therefor

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or in lieu thereof, in respect of anything done or suffered to be done by the Tru,tce or the Authority in accordance therewith or reliance thereon.

Section 12.09. Di, 1ualified Bonds. In dctennining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, rcq uest, direction, consent or waiver undor thi~ Indenture, Bonds which arc owned or held by or for the account of the Authority or by any o1her obliger on the Bonds, or by any person directly or indirectly controlling or controlled by, or ,mder direct or imlirec1 common control with, the Authority or any other obligoT on the Bonds, shall be disregarded and deemed not lo be Outstanding for the purpose of any such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes ofthiH Sectio11 13.09 if the pledgec shall establish to the satisfaction of the Trustee the pied gee's right to vote such Bond~ and that the pledgce is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel 3hall be full protection to the Trustee. Upon request of tho Trustee, the Authority shull specify, in a certifica1e to the Trustee. those Bonds disqualified pursuant to this Section 13.09 and the Trustee may conclusively rely on such certificate.

Section 12.10. Money Held for Particular Bonds. The money held by the Trustee fur the, payment of the interest, principal or Redemption Price due on any date with rnspect to particular Bonds (or portions of Bonds in the case of registered Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on ils books and held in trust by it without liability for interest thereon for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section l 1.04.

Section 12.11. Funds and Accounts. Any fund required by this Indenture to be established and maintained by the Trustee may be estuhlishcd 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 thereo r and any reports or ;,tatements with respect thereto, be treated either as a Jund or as an account; but all such records with respect to all such funds shall at all times be maintained in accordance with customary standards or the corporate trust industry, lo the extent practiclihle, and with due regard for the protection of the security of the Uonds and the rights of every holder tlwreof.

Section 12.12. Article and Section 1-!codinw;~ ... !!nd_ References. The headings or titles of the several Articles and Sections herL'(>t: and any table of contents appended to copies hereof, shall be solely for convenience of reforence ll.nd shall not affect the meaning, construction or effoct of th is Indenture.

All references herein to "Articles," "Sections" and other subdivisions arc 1() the corresponding Articles, Sections or subdivisions of this Indenture; the words ''herein;' "hereof," "hereby," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof; and words of the musculine gender shall mean and include words of the feminine and neuter genders.

Sectio1112.13. Wmvc1 ofl'ersm1al Lia!;,jJj_\y. No member of the Authority Board, officer, agent or employee of the Authority sh,111 he individually or personally liable for the payment of the principHl or Redemption Price of or interest on the Bonds or he subject to any personal liability or accountability by reas<m of the issuance tbere()t; but nothing herein contained shall relieve any such member of the Authority Board, oflicer, agent or employee from the perfurmance of any official duty provided by law or by this Indenture.

Section 12.14. Execution in Several CogmITQfil1l!. This Indenture may be e)(ecuted in any number of counterparts and each of such counterparts shall for ell pUl]X1ses be deemed to be an original; and all such counterpart$, or as many of them as tho Authority and the Tru~teo shall preserve umlestroycd, ~hall together comtitutc but one and the same instrument.

Se .. 1ion 12.15. Gov'-1 · ~, Law. This Indenture shall be construed in accordance with and governed by the Constitution and laws or the State. If this Indenture shall be the subject of litigation, venue shall reside in the federal or slate courts (lf California .

. 59.

[PAGE LETT lNTENTTONALLY BLANK]

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IN WITNESS WHEREOF, the, LYNWOOD um,rry AtrIHORJTY bu CIIIISod thi1

Indc:ctum to be signed in its name by the Executive Director of the Auth:irity and attetled by the Secretary, aud THR BANK OF NEW YORK MELLON TRUST COMPANY, N.A., ill token of it& acccp(ance of the trulll created hC!l'el.Dlder, has cau5ed this Indenture to be aigned in it1 CO!J)onlte name by one of its 1lllhorized o:f'!ken, all as of the day 1111d year first above written.

ntE BANK. OF NEW YORK MEllON TRUST COMPANY, N.A., as Trustee

By __ Au1hori:i:ed Officer

APPROVAL OF CITY

In accordance with Section 6.18 hereof, the City 1greea that in the event the Lca11e ,¼reemcnt i.8, for any reason, ti,rminated prior to the final payment of all Bonds ha:eunder, the City will assume all of the Authority's obligation, hereunder for the payment of the principal of and intetest on the Bonds.

•

-(ii•

IN WITNESS WHEREOF, the LYNWOOD UTILITY AUTHORITY has caused this Indenture to be signed in its name by the Executive Director of the Authority and attested by the Secretary, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in token of its acceptance of the trust created hereunder, has caused this Indenture to be signed in its corporate name by one ofits authorized officers, all as of the day and year first above written.

Atle&t:

Sec re Lary

LYNWOOD UTILITY AUTHORITY

By _____ _ Executive Director

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

APPROVAL OF CITY

In accordance with Section 6.18 hereof, the City agrees thftt in the event the Lease Agreement is, for any reason, terminated prior to the final payment of all Bonds hereunder, the City will assume all of the Authority's obligations hereunder for the payment of the principal of and interest on the Bonds.

CITY OF LYNWOOD

By City Manager

-61-

EXHIBIT A

FORM OF BOND

United States of America State of California

County of Los Angeles

LYNWOOD UTILITY AUTHORITY Enterprise Refunding Revenue Bonds, 2017 Series A

THIS BOND MAY ONLY BE REGISTERED IN THE NAME OF, OR TRANSFERRED TO, AN "APPROVED INSTITUTIONAL BUYER" AS DEFINED IN THE INDENTURE AND PURSUANT TO THE TERMS THEREOF

[INTEREST RA TE C 2.420%

I MATURITY DATE ± I June 1, 2029

DATED DATE Aug.~1st 3, 2017

REGISTERED OWNER:

PRINCIPAL AMOUNT:

ZB, N.A.

FIVE MILLION SEVEN HUNDRED FIF1Y THOUSAND DOLLARS

The LYNWOOD UTILITY AUTHORITY, a joint exercise of powers authority duly or~anized ;;u1d cxiRling under th,: laws uf the State of Californio. (the ""Authority''), for v11luc recci,;1,~l herthy promises to pay tu thi.; Rogistered Ow11er named ,1bovc or registen:d assigns {the ·'Owner"), on tJ1c Matlllity Date slated above {~L1bject to any right of prior redemption hereinafter pmvido<l for), 1he Principal Amount !>!Med uhove in lawful money of th~ United State~ or America, and to pa:,, in•crest thercm1 in like lawli.LI money from the June I or Dc,xmher l (e.lch an ·'Interest Payment Date'") next preceding the date of mtlhcnticntion hercot: unloss said date of authcnticmion is an lnkrest Pay,mmt Date, in which event such i11tcrest l8 payable Crom such date of authentication, and unless said date of authentication is on or bcliJrc November 15, 2017, in which event such interest is payable from the Dated Date stated above; provided, however, that if at the time of authentication of this Bond, interest i, in rlefo:ult on this 1-lnncl, thi~ Bond shall bear interest from the date to which interest has prcvioul\ly b1:1en paid or made ,1Vt1ilable for payment on thiij Bond in foll at the Interest R,ite per murnm sluti.;d nbove, payable semiannually on each Inteitis! Payment Date, commern:.:ing December I, 7.017, The piindpal amount of this Doml is payable ;,t the principal t-'\Hporate trust office of The Bank of New York Mellon Trust Company. N.A, as tmslci:; (the "Tn.1ste1t"), in Los Angeles, California, or at ,nn:h offic,;: as the Trustee mny designate, upon pre~entalion and summ<lcr of this Bond to the Trustee. Payment of the intere:it 011 tl1i~ Bone! will be made !(I the person whose name appears on the bond registration books of the Trustee as the Owner thorcof as of the fifteenth day of the month immediately preceding an Interest Payment Date whether or not 6aid day is a business day (the "Record Dlltc"), such in1.c1 cs! to be paid by cbeck mailed on the lm0reit l'ayment Diile to the Owner or, at

Exhibit A Page I

the option or any Owner of at least $1,000,000 aggregate principal amount of Bonds and upon wlilten notice received by the Trustee prior to the Record Date, hy wire transler, at the Owner's address as it appears on such bond regilllra.tion books or to such account as shall have hecn identified by the Owner in the notice requesting payment hy wire transfer. Any such interest not so punctually paid or duly provided for shall forthwith cease lo bo payable to the Owner on such Record Date and shall be puid to the person in whose name the Bond is registered at the cl()sc of business on a specie.I record date for the payment of such defaulted interest to be foted by the Trustee, notice whereof being given to the Owners not less than ten (10) days prior to such special record date.

Capitalized tem1s used herein and nol otherwise defined are used with the meanings ascribed to them in the Indenture (as hereinafter de lined).

This Bond is one of a series of Bonds of various maturities designated as "Lynwood Utility Authority Ento1prise Refunding Revenue Bonds, 2017 Series A" (the "Bonds"), issued in the aggregate principal amount of S5,750,000, all of like tenor (except for such variations, if any, as may he required t() designate varying numbers, maturities, interest rates or redemption provisions), issued under and pursuant to an Inclenh.lre ofTn1st (the "Indenture") by and bc:lwecn the Authority 11nd the Trustee, dated as of Augusl 1, 2017, approved by the Aurlmrity by Resolution No. 20 l 7 .004, adopted by the Board of Directors of the Authority on July 18, '.!O l 7, under and pursuant to the provisions of Articles l through 4 (commencing with scc1ion 6500) of Chapter 5 of Division 7 of Title l of the California Government Code. A copy of the Indenture is on file at the office of the Trustee, and reference to the Indenture and any and all supplements thereto and modifications and amendments thereof and to the Bond Law is made for a description of the tcnns on which the Bonds arc issued, the provisions with regurd to the nature and extent of the Net Revenues, as that tcnn is defined in the Indenture, and the rights nf the Owners of the Bonds. All the terms of the Indenture and the Bond Law arc hereby incorporated herein and constitute a contract between the Authority and the Owners from time to time of this B()nd, and to all the provisions thereof the Owner of this Bond. by his acceptance hereof, consents and agrees. Each taker aud subsequent Owner hereof shall have recourse to all of 1he provisions of the Bond Law and the Indenture and shall be bound by all of the terms and conditions thereof

The Bonds are issued to (a) refund, on an advance ba.<iis, the outstanding Lynwood Utility Aulhority Enterprise Refunding Revenue Bonds, 2009 Series A, and (b) pay lhe costs of issuance of the Bonds.

The Bonds arc payable from the net revenues (the "Net Revenues") of the City's combined water and sewer enterprise (the "Enterprise"), derived primarily from charges and revenues received by the Authority from or attributable to the lease and operation of the Enterprise, less the costs of the operation and maintenance of the Enterprise, and the Net Revenues are pledged, as a first and prior lien thereon, to pay the principal of and premium, if any, and interest on the Bonds, on the Authority's outstanding Lynwood Utility Authority Enterprise Revenue Bonds, 2008 Series A and Lynwood Utility Authority Ente1prisc Refunding Revenue Bonds, 2014 Serios A, and any parity obligation~ hereafter issued or incurred by the Authority in accordijnce with the Indenture. Additional series of bondll payable from the Net

Exhibit A Page 2

Revenues may be issued on a parily with the Uonds, but only ~ubject to the conditions und limitations contained in the Indenture.

The principal or redemption price of and interest on the Bonds are payable solely from the Net Revenue8, and the Authority is nol obligated to pay the Uood~ except from the Net Revenues. The general fund of the Authority is not liable, and the full faith and credil or taxing power of the Authority is not pledged, for the payment of lhe principal or redemption pri.ce nf and interest on the Bonds. The Bonds are 1101 secured by a legijl or equitable pledge of, or charge, lien or encumbrance upon, any of the property or the Authority or any of its income or receipts, except the Net Revenue3.

The Authority covenants that_, so long as any of the Bonds arc outstanding, it will fix, prescribe and coJlcct charges so as to yield Net Revenues al least equal to the amounts thereof prescribed by the Indenture and sufficient to pay the principal or redemption price of and interest on the Bonds in accordance with the provisions of the Indenture.

The Bonds shall be subject to redemption as set forth in the Indenture.

As provided in the Indenture, notice of redemption shall be given by first class mail not less than thirty days prior to the redemption date to the respective registered Owners of the Bonds designated for redemption at their addresses appearing on the bond registrution books_, but no defect in the notice so mailed shall affect the sufficiency of'the proceedings for redemption.

If this llond is culled for redemption and payment is duly provided therefor as specified in the Indenture, intere~t shall cease to accme hereon from and after the date fixed for redemption.

ff an Event of Default, as defined in the Indenture, shall occul', the principal of all Bonds may be declared due and payable upon Llrn conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture.

This Bond is transferable, as provided in the Indenture, only upon the books of the Authority kept for that purpose at the office of the Trustee, by the Owner hereof in person, or by his attorney duly authorized in writing, upon the surrender or this Bond together with a wrilten instrument of transfer satisfactory to the Trustee duly executed by the registered Owner or his attorney duly authorized in writing, and thereupon a new Bond or Bonds, wilhnul coupons, and in the same aggregate principal amount and ol'the same maturity, shall be issued lo the transferee in exchange herefor, as provided in the Indenture, and upon the payment of charges, if any, including, after the first exchange, the cost of preparing new Bonds therein prescribed.

The rights and obligations of the Authority and of the Owncr3 of the Bonds may be modi lied or amended at any time in the manner, to the extent and upon the terms provided in thl! Indenture. No such modification or amendment shaJI permit a change in the temis of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of i11tert1st thereon without the consent of the Owner of such Uond, ur shall reduce the perccnt11ges or otherwise

Exhibit A Page 3

affect the classes of Bonus, the consent of the Ovmers of which is required to effect any such modification or amendment, 11ll as more folly set forth in the Indenture.

Jt is hereby certified tlmt all of the conditions, things and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or h,1ve been performed in due time, form and manner as required by law and that the ~mount of this Bond, together with ,ill other indebte,foess of the Auth,Jrity, does not e:r.ceed any limit prescribed by the Constitutmn or luws of the State of California, and is not in excess of the amount of Bonds pcnnittcd to be issued under the Indenture.

lN WITNESS WHEREOF, the Lynwood Utility Authority has caused this Bond to be executed in its name and on its behalf' with the manual or facsimile ~ignaturc of its Prnsidcnt and the manual or facsimile ~ignaturc of its Secretary and itM seal to be reprn<luccd hereon all as of the Bond Dale stated above.

LYNWOOD UTILITY AUTHORITY

By ________ _

President

ATTEST:

Secretary

TRUSTEE'S CERTIFICATE OF AUTHENT[CATION

This is one of the Bonds de,t,Tibcd in the within-mentioned Indenture, which has been authenticated and registered on ______ _

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

By

Exhibit A Page 4

Authrnizcd Officer

ASSIGNMENT

For vulue received the undersigned hereby sells, ussigns and transfers ,mto

whose address and social security or other tax identifying numbcl' is

the within-mentioned Bond and hereby irrevocably con~titute(s) and appoint(s)

attomey, to transfer the same on the llontl registration books of lhe Tmsteti with full power of substitution in the premises.

Dated:

Signature Guaranteed:

Notice: Signaturo guarantee shall be made by a Note: The signaturc(s) on this Assignment guarantor institution participating in the must correspond with the name(s) as written on Securities Transfer Agent~ Medallion Program the face of the within Bond in every particular or in ~uch other guarantee program acceptable without alteration or enlargement or any to the Trustee. change whatsoever.

Exh1bil A Page 5

Lynwood Utility Authority 11330 Bulli~ Road Lynwood, CA 90262

EXHIBIT B

l<'ORM O:F INVESTOR LETTER

The Bank of New York Mellon Trust Company, N.A. 400 South Hope Street, 5th Floor Los A11gcles, Cl\lifomia 90071

$5,750,000 Lynwood Utility Authority

Enterprise Rofunding Revenue Bonds, 2017 Series A

Ladies and Gentlemt::n:

The undersigned (the "Purchaser"), being the purchaser of the above-referenced bonds (the "Bonds"), does hereby certify, represent and warrant for the benefit of the Lynwood Utility Autho1ity (the "Authority") and The Bank ofNew York Mellon Trust Company, N.A, as trustee (the "Trustee") for the Bonds under that certain lndenture of Trust, dated as of August 1, 2017, by and between the Authority and the Trustee that:

(a) The Purchaser is an "Approved Instilutional Buyer."

(b) The Purchaser has sufficil.lnl knowledge and experience in financial and business mallerR, including the purchase and ownership of tax-exempt obligations and is cap11hle of evalu11ting the merit8 and risks ofils invcstml.lnt in the Bonds. The Purchase,· is able to bear Lhe economic risk of, and an entire loss 01: an investment in the Bonds.

(c) The Purch11ser is acquiring lhc Bonds solely for its own account for investment purposes, and does not presently intend to make a public distribution ot; or lo resell or trai18fcr, all or any part ofthti Bonds.

(d) The Purcha8er understands that the Bonds have not been registered and will not be registered i.mder the Securities Act of 1933 or under any state securitie8 laws. The Purchaser agrees that it will comply with any applicable state and federal securities laws then in effoct with respect lo any dbposition of the Bonds by it, and fmtber acknowledges that any cum,m! exemption from registration of the Bonds docs not affect or diminish such requirements.

C-1

(e) The Purchaser is familiar with th.: co11rlitions, financial mid otherwise, nf the Authority and understands that the AuthNity has no assets other than the Revenues for rcpuymcnt ol' lhc BLn1ds. F1111her, th,; Purchaser undcrstandR that the Bonds mvolve a high degree of risk. Specifically. nm.I withm11 in any mmmer limiting th.J foregoing, the P1m.:huser understands and ackmiwlm..lge~ that, ,umm_p, other risk~, the Bonds arc payable solely from the Revenues. The Purchaser has been provided an 0~1pm1Llnity lo ask q11e~tions ut; unrl the Purchaser ha~ received answers from, representative~ of the A\1lhority and the Trustee regnr<ling the terms and conditions of the Bonds. 171c Purchaser haH obtained all information requested by il in connection wilh the isBuance of the Bonds to evaluate all merits and risks of its investment in the Bonds. The Purchaser has reviewed the doct11ncnts executed in conjunction with the issuance of the Bonds, including, w ithoul limittttion, the Indenture.

(f) The Purcha~er is not now and haR never been ccmtrolled by, or under comm(Hl control with, the Authority. Tho Authority has never been tmd i~ not now controlkd by tl1e Purchaser. The Purchaser ha~ entered into no atTo,1gements with the Authority or with any affiliate in connection with the Bonds, other than as disclosed to the Authority.

(g) The Purchaser has authority lo purchase the Bonds an<l to execute this Investor Lcllcr and any other i11~trumenls and documents required to he ex.'!lc11ted by the Pu1-clmscr in ~xi1111ectfr>n with the purchase of lhe Bond$. The u11dersigncd is a duly appointed, qualified, and acting otliccr of the Purdmser and is authorized to cause the Purchaser to make the certifications, rcprcgentntion~ and w11rranties contained herein by execution of this letter on behalf nf the Purchaser.

(h) In entering into this transaction, the Purchaser has not relied upon eny reprc~cnt~tions or opinions of the Allthority or the Tru~tcc reloting to lho k:gal consequences or other :uipect~ of its investment iu the Bonds other thnn those represented in the Indcnturo of Trust, datl.ld as of August I, 2017, bctween the i\uttwrily and the Trustee and exccutt.:d in i.:011ju11ction with tlw issuance of the B<mdA, 11or h,L~ it looked to, nor expected, tho Authority to undertnke or require m1y credit investigation or due diligencu review~ rclati11g to the Authority, its financial condition or busincs~ operations, or any 0U1cr matter pc:rtlliniug 10 the merits or ri,ks of tbe transactions contemplated by the Indenture, or the adequacy of the Revenu.:s pledged to secure repayment of the Bonds.

(i) The !3onds shll!I he and an: special obligations of the Auth1Jrity and are secured by an irrevocable pledge ot; nnd are payable as to principal. interest and premium, il" any, from Revenues, and other funds as provided in the Indenture. The Bonds, interc8t and premium, if any, thereon arc not a debt of the City of Lynwood (the "City"), the Count:,, ofl.os i\ngi::lc3 (the ··cmmty""), the State of Califomia {thl.l ''State'') or any of its political subdivbit11,s (except th.: Authority), and none of the City, the County, the Statc nor nny of ils politic11.l subdivisions (cxc,~pt the Authority) is liable thereon. 'The Bonds, intcreAt thereon an<l premium, if any, are not pay11ble frorn uny fonds ur propc~11ics other Hurn those set forth in this Indenture. None of the members of the Authority Board, or any per~ons e;,.eculing the Bond5 is liable personally on the Bonds by reason of their issuance

Exhibit IJ Page I

(j) TI1c Purchaser has been i11fom1cd that the Bonds (i) have not bcc11 and will not he regi3tercd or otherwise qualified for sale umk:r the "Blue Skv'· laws nnd regulations of any jurisdiction, (ii) will not be listed on any stock or other securlti~s exchange, ,md (iii) will carry no rating from any rating service.

(k) The Purchaser acknowledges that it ha8 the right to sell and transfer the Bonds, subject lo compliance with the transfer restrictions set forth in the Indenture, inclmling the requirement for the delivery to the Authority imd the Tru~tec of im investor's kt1cr rn the same form as this Investor'~ Letter, including this paragrnph. 1:'nilure to deliver s11ch invostor·s kllcr shall cause the purported transfer to be null and void. The Purcha,cr ngree5 lo indcm111fy and hold harmloss the Authority with re~pect to any claim as~crted against the Authority that arises with respect to any sale, transfor or other disposition of the BomL~ hy the Purchaser or any trunsferee thereof in violation of the provisions of the Indenture.

(I) Neither the Trustee, Bond Counsel, the Authority, its members, its governing body, or any of its employee~, counsel or agents will have any responsibility to the Purchaser for the accuracy or completeness of information obtained by the Purchaser from any source regarding the Authority or its financial condition or regarding the Bonds, the provision for payment thereof; or the sufficiency or imy security therefor. No written information has been providi,d by the i\uthority lo the Purchaser with respect to the Bonds. The Purchaser m:Jmowledge:.i that, as between the Pun:haser and all of sitch parties, the PurchMer has as~umed rc3ponsibility for ubtllining such iuformntion and making such review as the Purchaser deemed necc~:mry or desirable in ccmnection with its decision to purchase the Bonds.

The Purchaser acknowledges that the sale of the Bonds to the Purchaser is mace in reliance upon lhc certifications, representations and warranties herein by the addres,;ees hereto.

Capi !alizcd tenns used heroin and not otherwise defined have the meanings given such tenm; in the Indenture.

------·' as Purchastir

By: Name: Title:

fahibi! ll Page 2