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19 of 2024 - Bond - Public Utilities Series 2024 ASalt Lake City, Utah July 2, 2024 The City Council (the "Council") of Salt Lake City, Utah (the "City"), met in regular session at the regular meeting place of the Council in Salt Lake City, Utah, at 7:00 p.m. on Tuesday, July 2, 2024, with the following members present: Present: Victoria Petro Chair Alejandro Puy Council Member Eva Lopez Chavez Council Member Darin Mano Council Member Dan Dugan Council Member Sarah Young Council Member There were also present: Absent: Erin Mendenhall Mayor Katherine N. Lewis City Attorney Chris Wharton Vice Chair After the meeting had been duly called to order and after other matters not pertinent to this Resolution had been discussed, a Certificate of Compliance with Open Meeting Law with respect to this July 2, 2024 meeting was presented to the Council, a copy of which is attached hereto. The following resolution was then introduced in written form, was fully discussed, and pursuant to motion duly made by Council Member Dugan and seconded by Council Member Lopez Chavez, was adopted by the following vote: AYE: Council Members Petro, Puy, Lopez Chavez, Mano, Dugan, and Young NAY: None The resolution is as follows: 4871-4591-9676, v. 4 RESOLUTION NO. A- A RESOLUTION OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH AUTHORIZING THE ISSUANCE AND SALE OF NOT MORE THAN $39,525,000 AGGREGATE PRINCIPAL AMOUNT OF PUBLIC UTILITIES REVENUE BONDS, SERIES 2024A; FIXING THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF THE BONDS, THE MAXIMUM NUMBER OF YEARS OVER WHICH THE BONDS MAY MATURE, THE MAXIMUM INTEREST RATE, IF ANY, OR ASSESSMENT FEE WHICH THE BONDS MAY BEAR, AND THE MAXIMUM DISCOUNT FROM PAR AT WHICH THE BONDS MAY BE SOLD; PROVIDING FOR THE PUBLICATION OF A NOTICE OF PUBLIC HEARING AND BONDS TO BE ISSUED; PROVIDING FOR THE RUNNING OF A CONTEST PERIOD; AUTHORIZING THE EXECUTION BY THE CITY OF A SUPPLEMENTAL INDENTURE, AND OTHER DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; AND RELATED MATTERS. WHEREAS, pursuant to the provisions of the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the "Bond Act"), Salt Lake City, Utah (the "City"), is authorized to issue public utilities revenue bonds (to be issued in one or more series and with such other series or title designation(s) as may be determined by the City) payable from the net revenues of its existing water, sewer, storm drain and street lighting systems (collectively, the "System") for the municipal purposes set forth therein; and WHEREAS, subject to the limitations set forth herein, the City Council of the City (the "Council") desires to authorize the issuance of the City's Public Utilities Revenue Bonds, Series 2024A (the "Series 2024A Bonds") to (a) finance water improvements to the System, including the replacement of water lines (collectively, the "Project") and (b) pay costs of issuance of the Series 2024A Bonds, pursuant to this Resolution, the Bond Act, a Master Trust Indenture, dated as of January 1, 2004, as heretofore amended and supplemented (the "Master Indenture"), between the City and U.S. Bank Trust Company, National Association (formerly known as U.S. Bank National Association), as trustee (the "Trustee"), and a Supplemental Indenture to be entered into between the City and the Trustee (the "Supplemental Indenture" and collectively with the Master Indenture, the "Indenture"), in substantially the form presented to the meeting at which this Resolution was adopted and which is attached hereto as Exhibit B; and WHEREAS, the Bond Act provides that prior to issuing bonds, an issuing entity must (a) give notice of its intent to issue such bonds and (b) hold a public hearing to receive input from the public with respect to (i) the issuance of the bonds and (ii) the potential economic impact that the improvement, facility or property for which the bonds pay all or part of the cost will have on the private sector; and WHEREAS, the Council desires to call a public hearing for this purpose and to publish a notice of such hearing with respect to the Series 2024A Bonds; and 4871-4591-9676, v. 4 2 WHEREAS, the State of Utah Department of Environmental Quality, Drinking Water Board (the "Drinking Water Board") has offered to purchase the Series 2024A Bonds; and WHEREAS, in order to allow the City, in consultation with the City's Municipal Advisor, Stifel, Nicolaus & Company, Incorporated (the "Municipal Advisor") flexibility in setting the pricing date and final terms of the Series 2024A Bonds, the Council desires to grant to (a) the (i) Mayor of the City; or (ii) in the event of the absence or incapacity of the Mayor, the Mayor's Chief of Staff, or (iii) in the event of the absence or incapacity of both the Mayor and the Mayor's Chief of Staff, the City Treasurer; or (iv) in the event of the absence or incapacity of the Mayor, the Mayor's Chief of Staff and the City Treasurer, the Deputy Treasurer of the City and (b) (i) the Chair of the Council; or (ii) in the event of the absence or incapacity of the Chair of the Council, the Vice Chair of the Council; or (iii) in the event of the absence or incapacity of both the Chair and Vice Chair of the Council, any other member of the Council (collectively, the "Designated Officers"), the authority to approve the final interest rates, if any, assessment fees, principal amounts, terms, maturities, redemption or other features, and purchase price at which the Series 2024A Bonds shall be sold and to make any changes with respect thereto from those terms which were before the Council at the time of adoption of this Resolution, provided such terms do not exceed the parameters set forth for such terms in this Resolution (the "Parameters"); NOW, THEREFORE, it is hereby resolved by the City Council of Salt Lake City, Utah, as follows: Section 1. For the purpose of financing the Project and paying costs of issuance of the Series 2024A Bonds, the Council hereby authorizes the issuance of the City's Series 2024A Bonds which shall be designated "Salt Lake City, Utah Public Utilities Revenue Bonds, Series 2024A" (to be issued from time to time as one or more series and with such other series or title designation(s) as may be determined by the City) in the initial aggregate principal amount of not to exceed $39,525,000. The Series 2024A Bonds shall mature in not more than thirty-nine (39) years from their date or dates, shall be sold at a price not less than one hundred percent (100%) of the total principal amount thereof with the understanding that the Drinking Water Board has agreed to forgive $19,350,000 in principal amount of the Series 2024A Bonds such that the net principal repayment amount shall be $20,175,000. The Series 2024A Bonds shall not bear interest but shall bear an annual Hardship Grant Assessment Fee instead of interest at a rate not to exceed one and one-half percent (1.5%) per annum, and may be non -callable or subject to redemption, all as shall be approved by the Designated Officers in consultation with the City's Municipal Advisor, all within the Parameters set forth herein. Section 2. The Supplemental Indenture in substantially the form presented at this meeting and attached hereto as Exhibits B is hereby authorized, approved, and confirmed. The Mayor or the Mayor's Chief of Staff as the Mayor's designee (collectively referred to herein as the "Mayor") are hereby authorized to execute and deliver and the City Recorder or Deputy City Recorder (the "City Recorder") to attest or countersign, the Supplemental Indenture, in substantially the forms and with substantially the content as the form presented at this meeting for and on behalf of the City, with final terms as may be established by the Designated Officers, in consultation with the Municipal Advisor, within the Parameters set forth herein, and with such alterations, changes or additions as may be necessary or as may be authorized by Section 4 hereof. The Designated Officers are each hereby authorized to specify and agree as to the final principal 4871-4591-9676, v. 4 3 amounts, terms, discounts, maturities, interest rates, assessment fees, redemption and other features, and purchase price with respect to the Series 2024A Bonds for and on behalf of the City, provided that such terms are within the Parameters set by this Resolution. Section 3. The appropriate officials of the City are authorized to make any alterations, changes, deletions or additions to the Indenture, the Series 2024A Bonds, or any other document herein authorized and approved which may be necessary to conform the same to the final terms of the Series 2024A Bonds (within the Parameters set by this Resolution), to correct errors or omissions therein, to complete the same, to remove ambiguities therefrom, or to conform the same to other provisions of said instruments, to the provisions of this Resolution or any resolution adopted by the Council or the provisions of the laws of the State of Utah or the United States. The execution thereof by the Mayor on behalf of the City shall conclusively establish such necessity, appropriateness, and approval with respect to all such additions, modifications, deletions, and changes incorporated therein. Section 4. The form, terms, and provisions of the Series 2024A Bonds and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption, and number shall be as set forth in the Indenture. The Mayor and City Recorder are hereby authorized and directed to execute and seal the Series 2024A Bonds and to deliver said Series 2024A Bonds to the Trustee for authentication. The signatures of the Mayor and the City Recorder may be by facsimile or manual execution. Section 5. The appropriate officials of the City are hereby authorized and directed to execute and deliver to the Trustee the written order of the City for authentication and delivery of the Series 2024A Bonds in accordance with the provisions of the Indenture. Section 6. Upon their issuance, the Series 2024A Bonds will constitute special limited obligations of the City payable solely from and to the extent of the sources set forth in the Series 2024A Bonds and the Indenture. No provision of this Resolution, the Indenture, the Series 2024A Bonds, or any other instrument, shall be construed as creating a general obligation of the City, or of creating a general obligation of the State of Utah or any political subdivision thereof, or as incurring or creating a charge upon the general credit of the City or its taxing powers. Section 7. The appropriate officials of the City, and each of them, are hereby authorized and directed to execute and deliver for and on behalf of the City any or all additional certificates, documents and other papers (including, without limitation, any reserve instrument guaranty agreements permitted by the Indenture) and to perform all other acts they may deem necessary or appropriate in order to implement and carry out the matters authorized in this Resolution and the documents authorized and approved herein. Section 8. Pursuant to Section 11-14-318 of the Bond Act, the City shall hold a public hearing on August 13, 2024, to receive input from the public with respect to (a) the issuance of the Series 2024A Bonds and (b) the potential economic impact that the improvements to be financed with the proceeds of the Series 2024A Bonds will have on the private sector. The date for such public hearing shall not be less than fourteen (14) days after notice of the public hearing is posted as a Class A notice under Section 63G-30-102 (i) on the Utah Public 4871-4591-9676, v. 4 4 Notice Website created under Section 63A-16-601, Utah Code Annotated 1953, as amended, (ii) on the City's official website, and (iii) in a public location within the City that is reasonably likely to be seen by residents of the City. The City Recorder shall cause a copy of this Resolution (together with all exhibits hereto) to be kept on file in the office of the City Recorder, for public examination during the regular business hours of the City until at least thirty (30) days from and after the initial posting thereof. The City directs its officers and staff to post a "Notice of Public Hearing and Bonds to be Issued" in substantially the following form: NOTICE OF PUBLIC HEARING AND BONDS TO BE ISSUED NOTICE IS HEREBY GIVEN pursuant to the provisions of the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the "Bond Act"), that on July 2, 2024, the City Council (the "Council") of Salt Lake City, Utah (the "City"), adopted a resolution (the "Resolution") in which it authorized the issuance of the City's Public Utilities Revenue Bonds, Series 2024A (the "Series 2024A Bonds") (to be issued in one or more series and with such other name, series or title designation(s) as may be determined by the City) and called a public hearing to receive input from the public with respect to (a) the issuance of the Series 2024A Bonds and (b) any potential economic impact that the Project described herein to be financed with the proceeds of the Series 2024A Bonds may have on the private sector. PURPOSE, TIME, PLACE AND LOCATION OF PUBLIC HEARING The City shall hold a public hearing on August 13, 2024, at the hour of 7:00 p.m. at 451 South State Street, Room 315, Salt Lake City, Utah. The purpose of the hearing is to receive input from the public with respect to (a) the issuance of the Series 2024A Bonds and (b) any potential economic impact that the project to be financed with the proceeds of the Series 2024A Bonds may have on the private sector. All members of the public are invited to attend and participate. Members of the public may respond in writing at the address of the City or at the public hearing. All feedback will be forwarded to the Utah Division of Environmental Quality Drinking Water Board. PURPOSE FOR ISSUING THE SERIES 2024A BONDS The Series 2024A Bonds will be issued for the purpose of financing water improvements, including the replacement of water lines, to the City's water, sewer, storm drain and street lighting systems (collectively, the "System") and paying costs of issuance of the Series 2024A Bonds. REVENUES TO BE PLEDGED The Series 2024A Bonds are special limited obligations of the City payable from the revenues of the System (the "Revenues"). PARAMETERS OF THE SERIES 2024A BONDS The City intends to issue the Series 2024A Bonds in the aggregate principal amount of not more than Thirty -Nine Million Five Hundred Twenty -Five Thousand Dollars ($39,525,000), to mature in not more than thirty-nine (39) years from their date or dates, shall be sold at a price not less than one hundred percent (100%) of the total principal amount thereof with the understanding that the State of Utah Department of Environmental Quality, Drinking Water Board as the 4871-4591-9676, v. 4 purchaser of the Series 2024 Bonds has agreed to forgive $19,350,000 in principal amount of the Series 2024A Bonds such that the net principal repayment amount shall be $20,175,000. The Series 2024A Bonds shall not bear interest but shall bear an annual Hardship Grant Assessment Fee instead of interest at a rate not to exceed one and one-half percent (1.5%) per annum. The Series 2024A Bonds are to be issued and sold by the City pursuant to the Resolution, including as part of said Resolution, a Master Trust Indenture (the "Master Indenture") and a Supplemental Indenture of Trust (the "Supplemental Indenture" and collectively, the "Indenture") which Indenture was before the Council in substantially final form at the time of the adoption of the Resolution and said Supplemental Indenture is to be executed by the City in such form and with such changes thereto as shall be approved by the City; provided that the principal amount, interest rate or rates, maturity, and discount of the Series 2024A Bonds will not exceed the maximums set forth above. OUTSTANDING BONDS SECURED BY REVENUES Other than the proposed Series 2024A Bonds, the City currently has $564,387,999 of bonds outstanding (the "Outstanding Bonds") secured by the Revenues (as more fully described in the Indenture). OTHER OUTSTANDING BONDS OF THE CITY Additional information regarding the City's Outstanding Bonds may be found in the City's financial report (the "Financial Report") at: https://reporting.auditor.utah.gov/searchreports/s. For additional information, including any information more recent than as of the date of the Financial Report, please contact Marina Scott, City Treasurer, at (801) 535-6565. TOTAL ESTIMATED COST Based on the City's current plan of finance the estimated cost of the Series 2024A Bonds to be issued under the Bond Act if held until maturity is $27,592,515. A copy of the Resolution and the Indenture are on file in the office of the Salt Lake City Recorder, 451 South State Street, Salt Lake City, Utah, or, in the event such office is closed for any reason, at 349 South 200 East, Salt Lake City, Utah, where they may be examined during regular business hours of the City Recorder from 8:00 a.m. to 5:00 p.m. for a period of at least thirty (30) days from and after the date of publication of this notice. NOTICE IS FURTHER GIVEN that a period of thirty (30) days from and after the date of the publication of this notice is provided by law during which any person in interest shall have the right to contest the legality of the Resolution, the Indenture (only as it pertains to the Series 2024A Bonds), or the Series 2024A Bonds, or any provision made for the security and payment of the Series 2024A Bonds, and that after such time, no one shall have any cause of action to contest the regularity, formality, or legality thereof for any cause whatsoever. DATED this July 2, 2024. /s/ Cindy Lou Trishman City Recorder 4871-4591-9676, v. 4 6 Section 9. The City hereby reserves the right to opt not to issue the Series 2024A Bonds for any reason, including without limitation, consideration of the opinions expressed at the public hearing. Section 10. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed and this Resolution shall be in full force and effect immediately upon its approval and adoption. Section 11. Upon the issuance of the Series 2024A Bonds, this Resolution shall be and remain irrepealable until the principal of, premium, if any, and Hardship Assessment Fee on the Series 2024A Bonds are deemed to have been duly discharged in accordance with the terms and provisions of the Indenture. 4871-4591-9676,v.4 7 ADOPTED this July 2, 2024. Victoria Petro, Council Chair (SEAL) Attest and Countersign: Cindy ou 'shm i Recorder APPROVED AS TO FORM: Katherine Lewis, City Attorney 4871-4591-9676, v. 4 PRESENTATION TO THE MAYOR The foregoing resolution was presented to the Mayor for her approval or disapproval on July 2, 2024. By: Victoria Petro, Council Chair MAYOR'S APPROVAL OR DISAPPROVAL The foregoing resolution is hereby approved on this July 2, 2024. 4871-4591-9676, v. 4 9 STATE OF UTAH . ss. COUNTY OF SALT LAKE I, Cindy Lou Trishman, the duly appointed and qualified City Recorder of Salt Lake City, Utah (the "City"), do hereby certify according to the records of the City Council of the City (the "City Council") in my official possession that the foregoing constitutes a true and correct excerpt of the minutes of the meeting of the City Council held on July 2, 2024, including a resolution (the "Resolution") adopted at said meeting as said minutes and Resolution are officially of record in my possession. I further certify that the Resolution, with all exhibits attached, was deposited in my office on July 2, 2024, and pursuant to the Resolution, a Notice of Public Hearing and Bonds to Be Issued will be posted no less than fourteen (14) days before the public hearing date as a Class A notice under Section 63G-30-102: (a) on the Utah Public Notice Website created under Section 63A-16-601, Utah Code Annotated 1953, as amended, (b) on the City's official website, and (c) in a public location within the City that is reasonably likely to be seen by residents of the City. IN WITNESS WHEREOF, I have hereunto subscribed my signature and impressed hereon the official seal of said City, this July 2, 2024. (SEAL) 2-3 4871-4591-9676, v. 4 10 10014111MW_1 CERTIFICATE OF COMPLIANCE WITH OPEN MEETING LAW I, Cindy Lou Trishman, the undersigned City Recorder of Salt Lake City, Utah (the "City"), do hereby certify, according to the records of the City in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-202, Utah Code Annotated, 1953, as amended, I gave not less than twenty-four (24) hours public notice of the agenda, date, time and place of the July 2, 2024, public meeting held by the City Council of the City (the "City Council") as follows: (a) By causing a Notice, in the form attached hereto as Schedule 1, to be posted at the principal offices of the City at least twenty four (24) hours prior to the convening of the meeting, said Notice having continuously remained so posted and available for public inspection until the completion of the meeting; and (b) By causing a copy of such Notice, in the form attached hereto as Schedule 1, to be posted on the Utah Public Notice Website (http://pmn.utah.gov) at least twenty-four (24) hours prior to the convening of the meeting; and (c) By causing a copy of such notice, in the form attached hereto as Schedule 1 to be posted on the City's official website at least twenty-four (24) hours prior to the convening of the meeting. In addition, the Notice of 2024 Annual Meeting Schedule for the City Council (attached hereto as Schedule 2) was given specifying the date, time, and place of the regular meetings of the Council to be held during the year, by causing said Notice to be posted at least annually (a) on the Utah Public Notice Website created under Section 63A-16-601, Utah Code Annotated 1953, as amended, (b) on the City's official website, and (c) in a public location within the City that is reasonably likely to be seen by residents of the City. IN WITNESS WHEREOF, I have hereunto subscribed my official signature this July 2, 2024. (SEAL) I� Attachments: SCHEDULE 1 -- NOTICE OF MEETING SCHEDULE 2 -- ANNUAL MEETING SCHEDULE 4871-4591-9676, v. 4 A-1 7/8/24, 3:38 PM Notice I Public Notice Website Support PUBLIC NOTICE WEBSITE DIVISION OF ARCHIVES AND RECORDS SERVICE REVISED 2024 Meeting Schedule for Salt Lake City Council, Redevelopment Agency (RDA), & Local Building Authority (LBA) as of February 15, 2024 General Information Government Type: Municipality Entity: Salt Lake City _ _ ....._...11 Public Body: Salt Lake City Council _..............................................................I............. Notice Information Add Notice to Calendar Notice Title: REVISED 2024 Meeting Schedule for Salt Lake City Council, Redevelopment Agency (RDA), & Local Building Authority (LBA) as of February 15, 2024 Notice Subject(s): Business U co a) u_ a� https://www.utah.gov/pmn/sitemap/notice/879403.html 1 /8 7/8/24, 3:38 PM Notice i Public Notice Website Notice Type(s): Notice, Bond Event Start Date & Time: December 13, 2023 01:00 PM ........................................................................................................ Description/Agenda: Public Notice is hereby given that the 2024 Annual Meeting Schedule of the City Council, Redevelopment Agency (RDA) & Local Building Authority (LBA) of Salt Lake City, Utah, shall be as follows: The Board of Directors will hold regular meetings from time to time as the Board deems necessary. When held, regular meetings will be on the same dates and at the same times and places as regular meetings of the City Council of Salt Lake City, Utah. Council Meetings generally include a 2 p.m. WORK SESSION and a 7 p.m. FORMAL SESSION U f6 All meetings of the City Council are open to the public unless closed pursuant to Sections 52- u_ 4-204, 52-4-205 and 7813-1-137, Utah Code Annotated. Notice of each meeting is given at least > 24 hours in advance of the meeting as required by State law. An agenda of each meeting is CD posted at: Salt Lake City Council website www.slc.gov/council State of Utah Public Notice website www.utah.gov/pmn/index.html Meetings in addition to those listed below may be held or canceled as circumstances may require, subject to applicable public notice requirements. Notice: - The City & County Building is an accessible facility with a street -level entrance located on the east side of the building. People with disabilities may make requests for reasonable accommodation, which may include alternate formats, interpreters, and other auxiliary aids, and services. Please make requests at least two business days in advance. To make a request, please contact the City Council Office at council.comments@slcgov.com, 801-535- 7600, or relay service 711. In accordance with State statute, City ordinance, and Council policy, one or more Council Members may be connected via speakerphone. https://www.utah.gov/pmn/sitemap/notice/879403.html 2/8 7/8/24, 3:38 PM Notice I Public Notice Website January Meetings - Tuesday, January 2 Oath of office - Tuesday, January 9 RDA Meeting, Council Work Session, & Formal - Tuesday, January 16 Council Work Session & Formal Meeting - Tuesday, January 23 Council Retreat - Tuesday, January 30 - Canceled Council Retreat February Meetings - Tuesday, February 6 Council Work Session & Formal Meeting - Tuesday, February 13 RDA Meeting & Council Work Session - Tuesday, February 20 Council Work Session & Formal Meeting March Meetings - Tuesday, March 5 Council Work Session & Formal Meeting - Tuesday, March 12 - No Meeting - Tuesday, March 19 RDA Meeting & Council Work Session - Tuesday, March 26 Council Work Session & Formal Meeting April Meetings - Tuesday, April 2 Council Work Session & Formal Meeting - Tuesday, April 9 No meetings U co u- https://www.utah.gov/pmn/sitemap/notice/879403.html 3/8 7/8/24, 3:38 PM Notice I Public Notice Website - Tuesday, April 16 RDA Meeting & Council Work Session May Meetings - Tuesday, May 7 Council Work Session & Formal Meeting - TENTATIVE - Thursday, May 9 Council Work Session Only (as needed for budget) - Tuesday, May 14 RDA Meeting & Council Work Session - TENTATIVE - Thursday, May 16 Council Work Session Only (as needed for budget) - Tuesday, May 21 Council Work Session and Formal Meeting - TENTATIVE - Thursday, May 23 Council Work Session Only (as needed for budget) - Tuesday, May 28 - No Meeting - Thursday, May 30 Council Work Session Only U f6 June Meetings u_ - Tuesday, June 4 Council Work Session & Formal Meeting - TENTATIVE - Thursday, June 6 Council Work Session Only (as needed for budget) - Tuesday, June 11 RDA Meeting, Council Work Session & Formal Meeting - TENTATIVE - Thursday, June 13 Council Work Session (as needed for budget) - TENTATIVE -Tuesday, June 18 Formal (as needed for budget) July Meetings - Tuesday, July 2 Council Work Session & Formal Meeting - Tuesday, July 9 RDA Meeting, Council Work Session & Formal Meeting August Meetings https://www.utah.gov/pmn/sitemap/notice/879403.html 4/8 7/8/24, 3:38 PM Notice I Public Notice Website - Tuesday, August 6- No Meeting - Tuesday, August 13 RDA Meeting, Council Work Session & Formal Meeting - Tuesday, August 20 Council Work Session & Formal Meeting September Meetings - Tuesday, September 3 Council Work Session & Formal Meeting - Tuesday, September 10 RDA Meeting & Council Work Session - Tuesday, September 17 Council Work Session & Formal Meeting October Meetings - Tuesday, October 1 Council Work Session & Formal Meeting - Tuesday, October 8 RDA Meeting & Council Work Session - Tuesday, October 15 Council Work Session & Formal Meeting November Meetings - Tuesday, November 5 - No Meeting - Tuesday, November 12 RDA Meeting, Council Work Session, and Formal Meeting - Tuesday, November 19 Council Work Session, Formal Meeting, and Board of Canvassers December Meetings - Tuesday, December 3 Council Work Session & Formal Meeting - Tuesday, December 10 RDA Meeting, Council Work Session, & Formal Meeting ............................................................................................................................................................................................... Notice of Special Accommodations (ADA): https://www.utah.gov/pmn/sitemap/notice/879403.html 5/8 7/8/24, 3:38 PM Notice i Public Notice Website People with disabilities may make requests for reasonable accommodation, which may include alternate formats, interpreters, and other auxiliary aids and services. Please make requests at least two business days in advance. To make a request, please contact the City Council Office at council.comments@slcgov.com, 801-535-7600, or relay service 711. _......................................................................................................................................................................................................................................................................................................................... Notice of Electronic or Telephone Participation: The public will be able to provide comments in -person in Room 326 of the City and County Building or online through Zoom. For more information, including Zoom connection information, please visit www.slc.gov/council/virtual-meetings. .......................... ......... _......... .- ...... ._ _...... Meeting Information Meeting Location: 451 South State Street Room 315 or 326 Salt Lake City UT, UT 84111 l Show in Apple Maps Show in Google Maps ............................................................................................ Contact Name: Salt Lake City Council Office ................................................................................................................................................................... Contact Email: council.comments@slcgov.com _ _. __.... ....._.._ .. __ . __.................................................... Contact Phone: (801)535-7600 ..................................... -.................. ................................ ............................ .......................... Notice Posting Details Notice Posted On: December 13, 2023 12:23 PM ............. .......... .................... _.......... .............. ..... _ Notice Last Edited On: March 25, 2024 01:20 PM ........................................................................................................ https://www.utah.gov/pmn/sitemap/notice/879403.html 6/8 7/8/24, 3:38 PM Notice I Public Notice Website Download Attachments File Name Category Date Added 2024 Annual Meeting Calendar (public list format) - as of 11.16.23.pdf Other 2023/12/13 12:22 PM Updated - 2024 Annual Meeting Calendar (public list format) - as of Other 2024/02/07 09:36 2.6.2024.pdf AM Updated - 2024 Annual Meeting Calendar (public list format) - as of Other 2024/02/15 04:22 2.15.2024.pdf PM Updated - 2024 Annual Meeting Calendar (public list format) - as of Other 2024/03/25 01:20 3.25.2024.pdf PM Subscribe Subscribe by Email Subscription options will send you alerts regarding future notices posted by this Body. 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U f6 N N L.L N https://www.utah.gov/pmn/sitemap/notice/879403.html 8/8 NOTICE IS HEREBY GIVEN pursuant to the provisions of the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the "Bond Act"), that on July 2, 2024, the City Council (the "Council") of Salt Lake City, Utah (the "City"), adopted a resolution (the "Resolution") in which it authorized the issuance of the City's Public Utilities Revenue Bonds, Series 2024A (the "Series 2024A Bonds") (to be issued in one or more series and with such other name, series or title designation(s) as may be determined by the City) and called a public hearing to receive input from the public with respect to (a) the issuance of the Series 2024A Bonds and (b) any potential economic impact that the Project described herein to be financed with the proceeds of the Series 2024A Bonds may have on the private sector. PURPOSE, TIME, PLACE AND LOCATION OF PUBLIC HEARING The City shall hold a public hearing on August 13, 2024, at the hour of 7:00 p.m. at 451 South State Street, Room 315, Salt Lake City, Utah. The purpose of the hearing is to receive input from the public with respect to (a) the issuance of the Series 2024A Bonds and (b) any potential economic impact that the project to be financed with the proceeds of the Series 2024A Bonds may have on the private sector. All members of the public are invited to attend and participate. Members of the public may respond in writing at the address of the City or at the public hearing. All feedback will be forwarded to the Utah Division of Environmental Quality Drinking Water Board. PURPOSE FOR ISSUING THE SERIES 2024A BONDS The Series 2024A Bonds will be issued for the purpose of financing water improvements, including the replacement of water lines, to the City's water, sewer, storm drain and street lighting systems (collectively, the "System") and paying costs of issuance of the Series 2024A Bonds. REVENUES TO BE PLEDGED The Series 2024A Bonds are special limited obligations of the City payable from the revenues of the System (the "Revenues"). PARAMETERS OF THE SERIES 2024A BONDS The City intends to issue the Series 2024A Bonds in the aggregate principal amount of not more than Thirty -Nine Million Five Hundred Twenty -Five Thousand Dollars ($39,525,000), to mature in not more than thirty-nine (39) years from their date or dates, shall be sold at a price not less than one hundred percent (100%) of the total principal amount thereof with the understanding that the State of Utah Department of Environmental Quality, Drinking Water Board as the purchaser of the Series 2024 Bonds has agreed to forgive $19,350,000 in principal amount of the Series 2024A Bonds such that the net principal repayment amount shall be $20,175,000. The Series 2024A Bonds shall not bear interest but shall bear an annual Hardship Grant Assessment Fee instead of interest at a rate not to exceed one and one-half percent (1.5%) per annum. The Series 2024A Bonds are to be issued and sold by the City pursuant to the Resolution, including as part of said Resolution, a Master Trust Indenture (the "Master Indenture") and a Supplemental Indenture of Trust (the "Supplemental Indenture" and collectively, the "Indenture") which Indenture was before the Council in substantially final form at the time of the adoption of the Resolution and said Supplemental Indenture is to be executed by the City in such form and with such changes thereto as shall be approved by the City; provided that the principal amount, interest rate or rates, maturity, and discount of the Series 2024A Bonds will not exceed the maximums set forth above. OUTSTANDING BONDS SECURED BY REVENUES Other than the proposed Series 2024A Bonds, the City currently has $564,387,999 of bonds outstanding (the "Outstanding Bonds") secured by the Revenues (as more fully described in the Indenture). OTHER OUTSTANDING BONDS OF THE CITY Additional information regarding the City's Outstanding Bonds may be found in the City's financial report (the "Financial Report") at: https://reporting.auditor.utah.gov/searchreports/s. For additional information, including any information more recent than as of the date of the Financial Report, please contact Marina Scott, City Treasurer, at (801) 535-6565. TOTAL ESTIMATED COST Based on the City's current plan of finance the estimated cost of the Series 2024A Bonds to be issued under the Bond Act if held until maturity is $27,592,515. A copy of the Resolution and the Indenture are on file in the office of the Salt Lake City Recorder, 451 South State Street, Salt Lake City, Utah, or, in the event such office is closed for any reason, at 349 South 200 East, Salt Lake City, Utah, where they may be examined during regular business hours of the City Recorder from 8:00 a.m. to 5:00 p.m. for a period of at least thirty (30) days from and after the date of publication of this notice. NOTICE IS FURTHER GIVEN that a period of thirty (30) days from and after the date of the publication of this notice is provided by law during which any person in interest shall have the right to contest the legality of the Resolution, the Indenture (only as it pertains to the Series 2024A Bonds), or the Series 2024A Bonds, or any provision made for the security and payment of the Series 2024A Bonds, and that after such time, no one shall have any cause of action to contest the regularity, formality, or legality thereof for any cause whatsoever. DATED this July 3, 2024. /s/ Cindy Lou Trishman City Recorder PLEASE KEEP THIS POSTED UNTIL AUGUST 13, 2024 4874-9826-6062, v. 1 EXHIBIT B INDENTURE 4871-4591-9676, v. 4 B-1 MASTER TRUST INDENTURE BETWEEN SALT LAKE CITY, SALT .LAKE COUNTY, UTAH U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE DATED AS OF JANUARY 1, 2004 PROVIDING FOR THE ISSUANCE OF PUBLIC UTILITY REVENUE BONDS1 CONFORMED COPY Incorporating Amendments Made By the Third Supplemental Indenture, dated as of February 1, 2008, and Eighth Supplemental Indenture, dated as of March 1, 2017 As amended by the Eighth Supplemental Indenture. Master Trust Indenbt n — Conformed Copy Table of Contents Page ARTICLE I DEFINITIONS, STATUTORY AUTHORITY AND EQUALITY OF BONDS............................................................................................................... 5 Section1.01. Definitions.............................................................................................. 5 Section 1.02. Authority for the Indenture....................................................................... 28 Section 1.03. Special Obligations................................................................................. 28 ARTICLE 11 AUTHORIZATION AND ISSUANCE OF BONDS ............................................. 28 Section 2.01. Authorization of Bonds............................................................................. 28 Section 2.02. General Provisions for the Issuance of Bonds .......................................... 28 Section 2.03. Special Provisions for the Issuance of Construction Bonds ..................... 31 Section 2.04. Special Provisions for the Issuance of Refunding Bonds ......................... 34 Section 2.05. Conditions for Issuance of Bond Anticipation Notes ............................... 36 Section 2.06. Provisions Regarding Bonds Secured by a Security Instrument .............. 38 ARTICLE III TERMS AND PROVISIONS OF BONDS........................................................... 38 Section3.01. Terms of Bonds......................................................................................... 38 Section 3.02. Execution of Bonds................................................................................... 40 Section3.03. Transfer of Bonds..................................................................................... 40 Section 3.04. Exchange of Bonds............................................................................... 41 Section 3.05. Bond Registration Books.......................................................................... 41 Section 3.06. Temporary Bonds...................................................................................... 41 Section 3.07. Bonds Mutilated, Lost, Destroyed or Stolen ............................................. 41 ARTICLE IV REDEMPTION OF BONDS................................................................................. 42 Section 4.01. Privilege of Redemption of Bonds............................................................ 42 Section 4.02. Selection of Bonds for Redemption ......................................................... 42 Section 4.03. Notice of Redemption..........I............................." .................................... 43 Section 4.04. Partial Redemption of Bonds; Disposition of Redeemed Bonds .............. 43 Section 4.05. Effect of Redemption............................................................................... 44 ARTICLE V PLEDGE OF REVENUES; ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF............................................................................... 44 Section 5.01. The Pledge Effected by the Indenture...................................................... 44 Section 5.02. Establishment of Funds........................................................................... 44 Section 5.03. Construction Fund............................................................... .................... 45 Section 5.04. Revenues; Revenue Fund; Payment of Operation and Maintenance Costs.......................................................................................................46 Section 5.05. ........................................................................ Flow of Funds ......... � 47 Section 5.06. Principal and Interest Fund - Bond Service Account ................................ 49 Section 5.07. Principal and Interest Fund - Debt Service Reserve Account ................... 51 Section 5.08. Renewal and Replacement Fund............................................................. 52 Section 5.09. Purchase of Bonds..................................................................................... 52 i Master Trust Indenture — Conformed Copy ARTICLE VI COVENANTS OF THE CITY.............................................................................. 53 Section 6.01. Punctual Payment of Bonds ............................... 53 Section 6.02. Construction of Projects............................................................................ 53 Section 6.03. Against Encumbrances.............................................................................. 53 Section 6.04. Against Sale or Other Disposition of Property Except Under Conditions.............................................................................................. 53 Section6.05. Operation and Maintenance.................................................................... 53 Section 6.06. Qualified Engineer ..................... ... 53 Section 6.07. Power to Own the System and Collect Rates and Fees ........................... 53 Section 6.08. Maintenance of Revenues......................................................................... 54 Section 6.09. Observance of Laws and Regulations....................................................... 55 Section 6.10. Payment of Taxes and Claims................................................................... 55 Section6.11. Insurance................................................................................................... 55 Section6.12. Accounts and Reports............................................................................... 56 Section6.13. Rates and Charges..................................................................................... 57 Section 6.14. Maintenance of Paying Agents................................................................. 57 Section 6.15. Eminent Domain....................................................................................... 57 Section 6.16. Reconstruction of the System; Application of Insurance Proceeds.......... 59 Section 6.17. Compliance with Indenture....................................................................... 59 Section 6.18. Power to Issue Bonds and Pledge Revenues and Other Funds ................. 59 Section 6.19. Existence of City....................................................................................... 60 Section6.20. General..................................................................................... ............. 60 Section 6.21. Prior Lien Resolution................................................................................ 60 ARTICLE VII THE TRUSTEE, THE PAYING AGENTS AND THE TRANSFER AGENTS............................................................................................................... 60 Section7.01. Trustee....................................................................................................... 60 Section 7.02. Paying Agents; Appointment and Acceptance of Duties; Removal ......... 61 Section 7.03. Terms and Conditions of the Trusts.......................................................... 61 Section 7.04. Intervention by the Trustee....................................................................... 65 Section7.05, Successor Trustee...................................................................................... 65 Section 7.06. Concerning Any Successor Trustee.......................................................... 65 Section 7.07. Compensation of the Trustee and Its Lien ................................................ 65 Section 7.08. Appointment of Co-Trustee...................................................................... 66 Section 7.09. Appointment, Duties and Tenn of Remarketing Agent ............................ 66 Section 7.10. Appointment, Duties and Term of Additional Transfer Agents ............... 66 ARTICLE VIII MODIFICATION OR AMENDMENT OF INDENTURE ................................ 67 Section8.01. Amendments Permitted............................................................................. 67 Section 8.02. Bondholders' Meetings............................................................................. 70 Section 8.03. Amendment by Written Consent............................................................. 71 Section 8.04. Disqualified Bonds................................................................................... 71 Section 8.05. Erect of Modification or Amendment..................................................... 71 Section 8.06. Endorsement or Replacetnent of Bonds Issued After Amendments......... 72 Section 8.07. Irrevocable Consent.................................................................................. 72 ii Master Trust Indenture — Conformed Copy ARTICLE IX EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS ................... 72 Section 9.01. Events of Default...................................................................................... 72 Section9.02. Remedies................................................................................................... 73 Section 9.03. Accounting and Examination of Records after Default ............................ 74 Section 9.04. Application of Revenues and Other Moneys after Default ....................... 74 Section 9.05. Rights and Remedies of Bondholders ....................................................... 75 Section 9.06. Appointment of Receiver......................................................................... 77 Section9.07. Non-Waiver............................................................................................... 77 Section 9.08. Remedies Not Exclusive........................................................................... 77 Section 9.09. Waives of Events of Default.................................................................... 78 ARTICLE X DEPOSITS AND INVESTMENT OF FUNDS ...................................................... 78 Section10.01. Deposits..................................................................................................... 78 Section 10.02. investment of Funds.............................................................................. 79 Section10.03. Arbitrage Covenant................................................................................... 80 ARTICLE XI DEFEASANCE..................................................................................................... 80 Section 11.01. Discharge of Indebtedness........................................................................ 80 Section 11.02. Unclaimed Moneys................................................................................... 81 ARTICLE XII MISCELLANEOUS............................................................................................ 82 Section 12.01. Limited Liability of City........................................................................... 82 Section 12.02. Benefits of Indenture Limited to Parties ................................................ 82 Section 12.03. Successor is Deemed Included in All References to Predecessor ............ 82 Section 12.04. Execution of Documents by Bondholders ................................................ 82 Section 12.05. Waiver ofNotice ....................................................................................... 83 Section 12.06. Cremation or Destruction of Cancelled Bonds ......................................... 83 Section 12.07. Payments Due on Other Than Business Days ........................................... 83 Section 12.08. Governing Law......................................................................................... 83 Section 12.09. System of Registration.......................................................................... 83 Section 12.10. Plan of Financing..................................................................................... 83 Section 12.11. Article and Section Headings..................................................................... 83 Section 12.12. Partial Invalidity........................................................................................ 83 Section12.13. Notices.................................................................................................... 84 Section12.14. Counterparts.............................................................................................. 84 Section 12.15. Representation Regarding Ethical Standards for City Officers and Employees and Former City Officers and Employees .............................. 84 ili Master Trust Tndentum — Confomned Copy MASTER TRUST INDENTURE THIS MASTER TRUST INDENTURE, dated as of January 1, 2004, by and between Salt Lake City, Salt Lake County, Utah, a municipal corporation and political subdivision of the State of Utah (the "City"), and U.S. Bank National Association, a national banking association duly organized and qualified under the laws of the United States to accept and administer the trust hereby created, and having a place of business in Salt Lake City, Utah (the "Trustee'): WITNESSET11:1 WHEREAS, the City Council of the City has determined to undertake the acquisition of improvements and extensions to the public utility of the City comprising the System and to finance the cost of such acquisition with the issuance of public utilities revenue bonds as authorized by law; and WHEREAS, the City has determined to secure future issues of public utilities revenue bonds by a pledge of the Revenues of the System; NOW, THEREFORE, the City and the Trustee agree as follows for the benefit of the other and for the benefit of the owners of the Bonds issued pursuant to this indenture: NOW, THEREFORE, THIS MASTER TRUST INDENTURE WITNESSETH: GRANTING CLAUSE In order to secure the payment of Principal, Redemption Price and interest on the Bonds and of Repayment Obligations in accordance with their terms and the provisions of the indenture, and to secure the observance and performance of all the covenants contained herein, in the Bonds and in the Repayment Obligations, the City hereby assigns and pledges to the Trustee and grants to the Trustee a security interest in all right, title and interest of the City in and to (1) the proceeds of sale of the Bonds, (2) the Revenues, and (3) all Funds established or confirmed by the Indenture (except for any Rebate Fund), including the investments, if any, thereof, subject to any required rebate of all or a portion of the earnings on such investments to the United States of America pursuant to the requirements of Section 148(f) of the Code, and all other rights hereinafter granted for the further securing of said Bonds and Repayment Obligations (collectively, the "Trust Estate" }, subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein; such Trust Estate to be held: FIRST, for the equal and proportionate benefit, security and protection of all Bondholders and all Security Instrument Issuers, without preference, priority or distinction as to security or otherwise of any of the Bonds or Security Instrument Repayment Obligations over any of the others, except as otherwise expressly provided in or permitted by the Indenture, by reason of time of issuance, sale, delivery, maturity or expiration thereof or otherwise for any cause whatsoever; and i Recitals and Granting Clause as amended by the Third Supplemental Indenture and Eighth &Wlemental Indenture. Master Trust Indenture — Conformed Copy SECOND, for the equal and proportionate benefit, security and protection of all Reserve Instrument Issuers, without preference, priority or distinction as to seaurity.or otherwise of any Reserve Instrument Repayment Obligations over any of the others by reason of time of issuance, delivery or expiration thereof or otherwise for any cause whatsoever. ARTICLE I DEkINITIONS, STATUTORY AUTHORITY AND EQUALITY OF BONDS Section LOL Definitions. Unless the context otherwise requires, the tears in this Section defined shall, for all purposes of the Indenture and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. ACCOUNTANT'S CERTIFICATE "Accountant's Certificate" means a certificate signed by a Qualified Public Accountant. ACCRETED AMOUNT "Accreted Amount" means, with respect to Capital Appreciation Bonds of any Series and as of the date of calculation, the amount established pursuant to the Supplemental Indenture authorizing such Capital Appreciation Bonds as the amount representing the initial public offering price, plus the accumulated and compounded interest on such Bonds. ACCRUED DEBT SERVICE "Accrued Debt Service " means, as of any date of calculation, the amount of Debt Service that has accrued with respect to any Series of Bonds and any related Security Instrument Repayment Obligations, calculating the Debt Service that has accrued with respect to each Series of Bonds and any related Security Instrument Repayment Obligations as an amount equal to the sum of (a) the interest on the Bonds of such Series and on any related Security Instrument Repayment Obligations that has accrued and is unpaid and that will have accrued by the end of the then -current calendar month, and (b) that portion of all Principal Installments payable within the 12-month period following the date of calculation for the Bonds of such Series (other than Subordinated Bond Anticipation Notes) and on any related Security Instrument Repayment Obligations that would have accrued, if deemed to accrue in the same manner as interest accrues, by the end of the then current calendar month. ACT "Act" means the Utah Municipal Bond Act, Chapter 14 of Title 11, Utah Code Annotated 1953, as amended, and, to the extent applicable, the Registered Public Obligations Act, Chapter 7 of Title 15, Utah Code Annotated 1953, as amended, and the Utah Refunding Bond Act, Chapter 27 of Title 11, Utah Code Annotated 1953, as amended, and all laws amendatory thereof or supplemental thereto. 5 Master Tnvt Indenture — Conformed Copy AGENT OR AGENTS "Agent" or "Agents" means the 'Trustee, the Paying Agents, any Transfer Agent, any Depositary, or any or all of them, as may be appropriate. AGGREGATE DEBT SERVICE' "Aggregate Debt SerWce" means, as of any date of calculation and with respect to any period, the sum of the amounts of Debt Service for (a) all Series of Bonds then Outstanding and (b) any Repayment Obligations then outstanding. AMORTIZED VALUE "Amortized Value" means par, if an obligation was purchased at par or, when used with respect to an obligation purchased at a premium above par or at a discount below par, means the value as of any given date obtained by dividing the total amount of the premium or discount at which such obligation was purchased by the number of days remaining to the maturity of such obligation on the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since the date of such purchase and: (a) in the case of an obligation purchased at a premium, by subtracting the product thus obtained from the purchase price to obtain Amortized Value, or (b) in the case of an obligation purchased at a discount, by adding the product thus obtainedd to the purchase price to obtain Amortized Value. AUTHORIZED AMOUNT "Authorized Amount" means, with respect to a Commercial Paper Program, the maximum principal amount of commercial paper which is then authorized by the City to be outstanding at any one time pursuant to such Commercial Paper Program. AUTHORIZED OFFICER "Authorized Officer" means the Director, the Deputy Director and the Finance Administrator of the Department, the Mayor, the City Treasurer, the City Recorder and any other person duly authorized to perform the act or sign the document in question. BALLOON BONDSZ "Balloon Bonds" means Bonds, other than Bonds which mature within one year of the date of issuance thereof, 25% or more of the Principal Installments on which (a) are due or, (b) at the option of the Holder thereof, may be redeemed during any period of a Year, provided, however, that to constitute Balloon Bonds the City must designate such Bonds as Balloon Bonds. As amended by the Third Supplemental Indenture. As amended by the Eighth Supplemental Indenture. 6 Master Trust Indenture — Conformed Copy BOND ANTICIPATION NOTES "Bond Anticipation Notes" means Bonds issued by the City pursuant to Section 2.05 in advance of the permanent financing of the City for a Project pursuant to the provisions of the Act. BOND SERVICE ACCOUNT "Bond Service Account" means the Bond Service Account in the Principal and Interest Fund established in Section 5.02. BONDHOLDER "Bondholder" or "Holder", or any similar term, means the owner of any Bond or Bonds. In the case of a fully -registered Bond, Bondholder means the registered owner of such Bond. BONDS "Bonds" means bonds, notes, commercial paper or other obligations (other than Repayment Obligations) authorized by and at any time Outstanding pursuant to the Indenture. BUSINESS DAY "Business Day" means a day of the year which is not a Saturday, Sunday or legal holiday in New York, New York, or a day on which the Trustee, any Depositary and any Security Instrument Issuer are authorized or obligated to close. CALENDAR YEAR "Calendar Year " means the period commencing on January 1 of each year and terminating on the next succeeding December 31. CAPITAL APPRECIATION BONDS "Capital Appreciation Bonds" means Bonds the interest on which (a) is compounded and accumulated at the rates and on the dates set forth in the Supplemental Indenture authorizing the issuance of such Bonds and designating them as Capital Appreciation Bonds, and (b) is payable upon maturity or redemption of such Bonds. CITY "City" means Salt Lake City, Utah, a municipal corporation and political subdivision of the State, and its successors and assigns. CITY RECORDER "City Recorder " means the City Recorder of the City, or in the event of his or her disability or absence, a Deputy City Recorder or other person duly authorized to perform the duties of the City Recorder. 7 Master Trust Indenture — Conformed Copy CITY TREASURER' "City Treasurer" means the City Treasurer of the City, or in the event of his or her disability or absence, the Deputy City Treasurer or other person duly authorized to perform the duties of the City Treasurer. CODE "Code " means the Internal Revenue Code of 1986, as amended and supplemented from time to time. Each reference to a section of the Code shall be deemed to include the United States Treasury Regulations, including temporary and proposed regulations, relating to such section which are applicable to tax-exempt bonds. COMMERCIAL PAPER PROGRAM "Commercial Paper Program " means commercial paper obligations with maturities of not more than one Year from the dates of issuance thereof which are issued and reissued by the City from time to time pursuant to Article H hereof and are outstanding up to an Authorized Amount. CONSTRUCTION BONDS "Construction Bonds" means all Bonds, whether issued in one or more Series, authenticated and delivered pursuant to Section 2.03, and any Bonds thereafter authenticated and delivered in lieu thereof or in substitution therefor pursuant to Article III or Section 4.04 or Section 8.06. CONSTRUCTION FUND "Construction Fund" means the fund by that name established in Section 5.02. COST OF CONSTRUCTION "Cost of Construction" means the costs of the City properly attributable to the acquisition of any Project and all expenses preliminary and incidental thereto incurred by the City in connection therewith and in the issuance of the Bonds, including all engineering, fiscal, underwriting, financing and legal expenses and costs of issuance, printing and advertising, for which funds may be disbursed from the Construction Fund and interest during construction, including but not limited to: (a) Payment of the acquisition or construction costs of a Project. (b) Payment of the initial or acceptance fee of the Trustee. As amended by the Third Supplemental Indenture. Master Trust Indenture -- Conformed Copy (c) Payment to the City of such amounts, if any, as shall be necessary to reimburse the City in full for advances and payments theretofore made or costs theretofore incurred by the City for any item of Cost of Construction. (d) Costs for the obtaining of any insurance policy or policies or surety bonds with respect to a Project by the City during the construction of such Project. (e) Payment of audit fees and expenses for maintenance of construction records required to be kept with respect to a Project. (f) Payment of the costs of any necessary litigation and the obtaining of all necessary permits and rulings. (g) Payment of the costs of issuance of the Bonds including legal, accounting and fiscal agent and underwriting fees and expenses, payments and fees due under any agreement pursuant to which any Series of Bonds is sold, bond discount, printing and engraving costs and fees of rating agencies, incurred in connection with the authorization, sale and issuance of the Bonds and preparation of the Indenture and Supplemental Indenture pursuant to which the Bonds will be issued. (h) Payment of interest on the Bonds during the period of construction of a Project and for 12 months thereafter (or such different period as may then be permitted by law). (i) The amount,'if any, to be deposited into the Debt Service Reserve Account pursuant to Section 2.02(a)(10). 6) Payment of any other costs and expenses during the construction period of a Proj ect and relating to the Project, including Security instrument Costs, Reserve Instrument Costs, and fees and expenses of the Trustee and of professional services to comply with the rebate requirements of the Code. COUNCIL "Council" means the City Council of the City, or any other governing body of the City hereafter provided for pursuant to law. CROSS -OVER DATE "Cross -over Date " means with respect to Cross -over Refunding Bonds the date on which the Principal portion of the related Cross -over Refunded Bonds is to be paid or redeemed from the proceeds of such Cross -over Refunding Bonds. CROSS -OVER REFUNDED BONDS' "Cross -over Refunded Bonds" means Bonds refunded by Cross -over Refunding Bonds. As amended by the Third Supplemental Indenture. 9 Master Trust Indenture — Conformed Copy CROSS -OVER REFUNDING BONDS "Cross -over Refunding Bonds" means Refunding Bonds if the proceeds of such Crossover Refunding Bonds are irrevocably deposited in escrow to secure the payment on an applicable redemption date or maturity date of the Cross -over Refunded Bonds (subject to possible use to pay Principal of the Cross -over Refunding Bonds under certain circumstances) and the earnings on such escrow deposit are required to be applied to pay interest on the Crossover Refunding Bonds until the Cross -over Date. "Current Interest Bonds" means Bonds not constituting Capital Appreciation Bonds. Interest on Current Interest Bonds shall be payable periodically on the interest payment dates provided therefor in a Supplemental Indenture. DEBT SERVICE' "Debt Service" means, for any particular Fiscal Year and for any Series of Bonds and any Repayment Obligations, an amount equal to the sum of. (a) all interest (net of any interest subsidy with respect to Bonds paid or payable to or for the account of the City by any governmental body or agency and net of any amounts deposited with the Trustee pursuant to Section 2.03(b)(2) and available to pay interest on Bonds) payable during such Fiscal Year on such Bonds then Outstanding and such Repayment Obligations then outstanding, plus (b) the Principal Installments payable during such Fiscal Year on (i) such Bonds Outstanding (other than Subordinated Bond Anticipation Notes), calculated on the assumption that Bonds Outstanding on the day of calculation cease to be Outstanding by reason of, but only by reason of payment either upon maturity or application of any Sinking Fund Installments required by the Indenture, and (ii) such Repayment Obligations then outstanding; provided, however that (1) for purposes of Sections 2.03 and 2.04, when calculating the Principal Installments payable during such Fiscal Year, there shall be treated as payable in such Fiscal Year the amount of Principal Installments which would have been payable during such Fiscal Year had the Principal of each Series of Balloon Bonds Outstanding been amortized, from their date of issuance over a period of 30 years, on a level debt service basis at an interest rate equal to the rate borne by such Balloon Bonds on the date of calculation, provided (A) that if the date of calculation is within twelve months before the actual maturity of such Balloon Bonds, the full amount of Principal payable at maturity shall be included in such calculation, and (B) that if there is any Security Instrument Repayment Obligation relating to such Balloon Bonds, the amount of Principal to be taken As amended by the Third Supplemental Indenture. 10 Master Trust Indenture — Conformed Copy into account shall be the principal component of such Security Instrument Repayment Obligation; (2) when calculating interest payable during such Fiscal Year for any Series of Variable Rate Bonds or Repayment Obligations bearing interest at a variable rate that cannot be ascertained for any particular Fiscal Year, (A) it shall be assumed that such Series of Variable Rate Bonds or Repayment Obligations will bear interest at the average of the variable rates applicable to such Series of Variable Rate Bonds or Repayment Obligations during any consecutive 12-month period during the immediately preceding 24 months (or a shorter period, commencing on the date of issuance of the Series of Variable Rate Bonds or the date of incurring such Repayment Obligations and ending within 30 days prior to the date of computation), or, (B) with respect to any Series of Variable Rate Bonds or Repayment Obligations for which such an average of variable rates cannot be determined, (i) at a rate equal to 110% of the most recent Bond Market Association Municipal Swap Index theretofore published in The Bond Buyer, or (ii) if The Bond Buyer is no longer published or no longer publishes the Bond Market Association Municipal Swap Index, at a rate certified by the City's financial advisor, underwriter or other agent, including a Remarketing Agent, to be the rate of interest such Series of Variable Rate Bonds or Repayment Obligations would bear if issued on the date of computation in the same amount, with the same maturity or maturities, with the same security, and bearing interest at a variable rate; (3) when calculating interest payable during such Fiscal Year for any Variable Rate Bonds that are issued with an Interest Rate Swap in which the City has agreed to pay a fixed rate, such Series of Variable Rate Bonds shall be deemed to bear interest at such fixed rate as a result of such Interest Rate Swap; provided that such fixed rate may be utilized so long as such Interest Rate Swap is contracted to remain in full force and effect; (4) when calculating interest payable during such Fiscal Year for any Bonds which are issued with a fixed interest rate and with respect to which an Interest Rate Swap is in effect in which the City has agreed to pay a variable rate, such Series of Bonds shall be deemed to be Variable Rate Bonds bearing interest at such variable rate as a result of such Interest Rate Swap; provided that such amounts may be utilized only so long as such Interest Rate Swap is contracted to remain in full force and effect; (5) when calculating interest payable during such Fiscal Year with respect to any Commercial Paper Program, "Debt Service" shall mean an amount equal to the sum of all principal and interest payments that would be payable during such Fiscal Year assuming that the Authorized Amount of such Commercial Paper Program is amortized on a level debt service basis over a period of 30 years beginning on the date of calculation or the period during which obligations can be issued under such Commercial Paper Program, and bearing interest (A) at an interest rate equal to the average of the interest rates applicable to such Commercial Paper Program during any consecutive 12-month period during the immediately preceding 24 months (or a shorter period, commencing on the date obligations are first issued under the Commercial Paper Program) ending within 30 days prior to the date of computation, or (B) with respect to any Commercial Paper Program for which such an average of the interest rates cannot be determined, (i) at a rate equal to I 10% of the most I 1 Master Trost Indenture — Conformed Copy recent Bond Market Association Municipal Swap Index theretofore published in The Bond Buyer, or (ii) if The Bond Buyer is no longer published or no longer publishes the Bond Market Association Municipal Swap index, at an interest rate certified by the City's financial advisor, underwriter or other agent, including a Remarketing Agent, to be the rate of interest that obligations of the Commercial Paper Program would bear if issued on the date of computation in the Authorized Amount, with the same security, bearing interest at a variable rate and maturing over a period of 30 years beginning on the date of calculation; and (6) when calculating interest payable on Bonds that are Paired Obligations, the interest rate on such Bonds shall be the resulting linked rate or effective fixed interest rate to be paid by the City with respect to such Paired Obligations; and fiuther provided, however, that there shall be excluded from "Debt Service" 0) interest on Bonds (whether Cross -over Refunding Bonds or Cross -over Refunded Bonds) to the extent that Escrowed Interest is available to pay such interest, (2) Principal on Cross -over Refunded Bonds to the extent that the proceeds of Cross -over Refunding Bonds are on deposit in an irrevocable escrow in satisfaction of the requirements of Section 11-27-3, Utah Code Annotated 1953, as amended, and such proceeds or the earnings thereon are required to be applied to pay such Principal (subject to the possible use to pay the Principal of the Cross -over Refunding Bonds under certain circumstances) and such amounts so required to be applied are sufficient to pay such Principal, (3) Repayment Obligations to the extent that payments on Pledged Bonds relating to such Repayment Obligations satisfy the City's obligation to pay such Repayment Obligations, and (4) any termination payments with respect to an Interest Rate Swap. DEBT SERVICE RESERVE ACCOUNT "Debt Service Reserve Account" means the Debt Service Reserve Account in the Principal and Interest Fund established in Section 5.02. DEBT SERVICE RESERVE REQUIREMENT "Debt Service Reserve Requirement" means, with respect to any Series Subaccount that has been established in the Debt Service Reserve Account, the amount specified in a Supplemental Indenture as being required to be on deposit in such Series Subaccount. DEPARTMENT "Department" means the Department of Public Utilities of the City. DEPOSITARY "Depositary" means any bank or trust company selected by the City as a depositary of moneys and securities held under the provisions of the indenture and may include the Trustee. 12 Master Trust Indenture — Conformed Copy DIRECTOR "Director" means the Director of the Department, or in the event of his or her disability or absence, the Deputy Director of the Department or other person duly authorized to perform the duties of the Director. ENGINEER'S CERTIFICATE "Engineer's Certificate " means a certificate or opinion signed by a Qualified Engineer. ESCROWED INTEREST "Escrowed Interest" means amounts irrevocably deposited in escrow in accordance with the requirements of Section 11-27-3, Utah Code Annotated 1953, as amended, in connection with the issuance of Bonds or Cross -over Refunding Bonds secured by such Cross -over Refunding Bonds or earnings on such amounts which are required to be applied to pay interest on such Cross- over Refunding Bonds or the related Cross -over Refunded Bonds. ESTIMATED COMPLETION DATE "Estimated Completion Date" means the estimated date upon which. a Project will have been substantially completed in accordance with the plans and specifications applicable thereto as that date shall be set forth in a Written Certificate of the City. ESTIMATED NET REVENUES "Estimated Net Revenues" means, for any Year, the estimated Net Revenues for such Year. EVENT OF DEFAULT "Event of Default" has the meaning specified in Section 9.01. FISCAL YEAR "Fiscal Year" means the annual accounting period of the City as from time to time in effect, initially a period commencing on July 1 of each Calendar Year and ending on the next succeeding June 30. FITCH "Fitch" means Fitch Ratings, a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall no longer perform the functions of a securities rating agency, "Fitch shall be deemed to refer to another nationally recognized securities rating agency, if any, designated by the City. 13 Master Trust Indenture — Conformed Copy FUND "Fund" means one of the fiords confirmed or established pursuant to Section 5.02, including the Construction Fund, the Principal and Interest Fund, the Renewal and Replacement Fund and the Revenue Fund, GOVERNMENT OBLIGATIONS "Government Obligations " means: (i) Direct obligations of or obligations guaranteed by the United States of America; (ii) Any other evidences of an ownership interest in obligations or in specified portions thereof (which may consist of specified portions of the interest thereon) of the character described in clause (i) above; and (iii) Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (a) which are not callable at the option of the obligor or otherwise prior to maturity or as to which irrevocable notice has been given by the obligor to call such bonds or obligations on the date specified in the notice, (b) which are fully secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or bonds or other obligations of the character described in clause (i) or clause (ii) above, which fund may be applied only to the payment of interest when due, principal of and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (c) as to which the principal of and interest on the bonds and obligations of the character described in clause (i) or clause (H) above, which have been deposited in such fund along with any cash on deposit in such fund is sufficient to pay interest when due, principal of and redemption premium, if any, on the bonds or other obligations described in this clause (iii) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (iii), as appropriate. INDENTURE' "Indenture " means this Master Trust Indenture providing for the issuance of Public Utility Revenue Bonds, as from time to time amended or supplemented by Supplemental Indentures. INFORMATION SERVICES "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service, 30 Montgomery Street, loth Floor, Jersey City, New Jersey 07302, Attention: Editor; Standard & Poor's J. J. Kenny's "Called Bond Service, " 55 Water Street, 45th Floor, New York, New York 10041; Mergent's "Municipal and Government Manual, " 60 Madison Avenue, New York, New York 10010, Attention. Customer Service and the Municipal Securities Rulemaking Board, CDT, As amended by the Eighth. Supplemental Indenture. 14 Master Trust Indentum - Conformed Copy 1900 Duke Street, Alexandria, Virginia 22314, Attention: MS1L Dept.; or, in accordance with then -current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds, or no such services, as the City may designate in a certificate delivered to the Trustee. INTEREST RATE SWAP "Interest Rate Swap" means an "interest rate contract" within the meaning of the State Money Management Act or other similar agreement related to Bonds of one or more Series, provided that such agreement satisfies the requirements of the State Money Management Act or other applicable provision of State law. "2001 Interlocal Agreement" means the Interlocal Agreement Relating to Metropolitan Water District of 'Salt Lake & Sandy Capacity Capital Improvements and New Water Supply, dated as of May 1, 2001, by and among the Metropolitan Water District of Salt Lake & Sandy, the City and Sandy City, Utah, as from time to time amended and supplemented. INVESTMENT SECURITIES "Investment Securities" means any of the following securities, if and to the extent that the same are at the time legal for investment of City funds: (i) any investment authorized from time to time by the provisions of the State Money Management Act, including without limitation the Treasurer's Investment Fund; (ii) The following investments fully insured by the Federal Deposit Insurance Corporation; (a) certificates of deposit, (b) savings accounts, (c) deposit accounts, or (d) depository receipts of a bank, savings and loan associations and mutual savings banks; (iii) Certificates of deposit properly secured at all times by collateral security consisting of Government Obligations; (iv) Government Obligations; (v) Bonds, debentures or notes or other evidence of indebtedness issued by any one or a combination of any of the following federal agencies: the Export -Import Bank of the United States; the Government National Mortgage Association; the Federal Financing Bank; the Farmer's Home Administration; the Federal Housing Administration; the Maritime Administration; or the Public Housing Authority; (vi) Repurchase agreements collateralized by Government Obligations or obligations described in clause (v) of this definition with any registered broker/dealer subject to Securities Investors' Protection Corporation jurisdiction, which has an uninsured, unsecured and unguaranteed obligation rated "Prime-] " or "A3 " or better by Moody's and "A -I" or "A" or better by S&P Corporation, or any commercial bank with the above ratings, provided: 15 Master Trust Indenture — Conformed Copy (a) a master repurchase agreement or specific written repurchase agreement governs the transaction, (b) the securities are held free and clear of any lien by the Trustee or an independent third party acting solely as agent for the Trustee, and such third party is (1) a Federal Reserve Bank, (2) a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus and undivided profits of not less than $25,000,000, or (3) a bank approved in writing for such purpose by each Security instrument Issuer which at the time has a Security Instrument outstanding on which there is no payment default, and the Trustee shall have received written confirmation from such third party that it holds such securities, free and clear of any lien, as agent for the Trustee, (c) a perfected first security interest under the Uniform Commercial Code, or book entry procedures prescribed at 31 CFR 306.1 et seq. or 31 CFR 350.0 et seq. (or similar successor provision of law) in such securities is created for the benefit of the Trustee, (d) the repurchase agreement has a term of 30 days or less, or the Trustee will value the collateral securities no less frequently than monthly and will liquidate the collateral securities if any deficiency in the required collateral percentage is not restored within two business day of such valuation, (e) the repurchase agreement matures at least ten days (or other appropriate liquidation period) prior to the date when liquidation is required, and (f) the fair market value of the securities in relation to the amount of the repurchase obligation is equal to at least 100%; (vii) Money market fiords rated AAA by Fitch or Aaa by Moody's or AAA by S&P, including such funds from which the Trustee or its affiliates derive a fee for investment advisory or other services to the fund; (viii) Direct and general obligations of any state within the territorial United States of America, to the payment of the principal of and interest on which the full faith and credit of such state is pledged, proWded that at the time of their purchase under the Indenture, such obligations are rated in either of the two highest rating categories by a Rating Agency; (ix) Commercial paper rated "first tier" by two Ratings Agencies, one of which must be Moody's or S&P, and having a remaining term to maturity of 270 days or less; (x) Refunded municipal obligations rated at the time of purchase in the highest rating category by a Rating Agency; and 16 Master Trust Indenture — Conformed Copy (xi) Investment agreements permitted by the State Money Management Act. ISSUE DATE "Issue Date" means (i) the first day of any calendar month, or (ii) any other date, established in a Supplemental Indenture with respect to a Series of Bonds. MAYOR "Mayor" means the Mayor of the City, or in the event of his or her disability or absence, the Deputy Mayor or other person duly authorized to perform the duties of the Mayor. MOODY' S "Moody's" means Moody's Investors Service Inc., its successors and assigns, and, if such corporation shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to another nationally recognized securities rating agency, if any, designated by the City. NET REVENUES "Net Revenues " means, for any period, the Revenues during such period less the Operation and Maintenance Costs during such period, NRMSIRs' "NR11EIRs" means the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system or any successor system. OPERATION AND MAINTENANCE COSTS2 "Operation and Maintenance Costs" means all actual operation and maintenance costs related to the System incurred by the City in any particular Fiscal Year or period to which said term is applicable or charges made therefor during such Fiscal Year or period. Such Operation and Maintenance Costs include, but are not limited to, amounts paid by the City for improvement, repair, replacement or for the acquisition of any item of equipment related to the System; salaries and wages; employees' health, hospitalization, pension and retirement expenses; fees for services, materials and supplies; rents; administrative and general expenses; insurance expenses; T`tustee, Paying Agent, legal, engineering, accounting and financial advisory fees and expenses and costs of other consulting and technical services; training of personnel; taxes, payments in lien of taxes and other governmental charges (including franchise fees imposed by the City for the use of public streets and rights -of -way); fuel and electricity costs; payments for the purchase of water or the treatment or transmission of water for distribution in the System; As amended by the Eighth Supplemental Indenture. As amended by the Eighth Supplemental Indenture. 17 Master Trask Indenture - Conformed Copy payments for the treatment, transmission or disposal of sewage; payments pursuant to any Resource Purchase Agreement; and any other current expenses or obligations required to be paid by the City under the provisions of the Indenture or by law, all to the extent properly allocable to the System. Operation and Maintenance Costs do not include depreciation or obsolescence charges or reserves therefor; amortization of intangibles or other bookkeeping entries of a similar nature; interest charges and charges for the payment of principal, or amortization, of bonded or other indebtedness of the City, or costs or charges made therefor; and losses from the sale, abandonment, reclassification, revaluation or other disposition of any properties. OPINION OF BOND COUNSEL "Opinion of Bond Counsel" means an Opinion of Counsel from counsel of nationally recognized standing in the field of law relating to municipal bonds. OPINION OF COUNSEL "Opinion of Counsel " means a written opinion of counsel selected by the City and satisfactory to the Trustee. Any Opinion of Counsel may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the City, upon a Written Certificate of the City, unless such counsel knows, or in the exercise of reasonable care should have known, that such Written Certificate is erroneous. OUTSTANDING' "Outstanding" means with respect to the Bonds, as of any date of calculation (subject to the provisions of Section 8.04), all Bonds which have been duly authenticated and delivered by the Trustee except: (a) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (b) Bonds for the payment or redemption of which cash funds or Investment Securities shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or redemption date of any such Bonds), provided that, if such Bonds are to be redeemed, notice of such redemption has been duly given pursuant to the provisions of the Indenture or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee; (c) Bonds in exchange for or in lieu of which other Bonds have been authenticated or delivered pursuant to the terms of Section 3.07 as permitted by the Indenture; and (d) the Principal amount of any Bond issued pursuant to a Supplemental Indenture authorizing partial payment without cancellation if payment is noted on a payment record attached to such Bond provided that such payment has been made and duly noted on the payment record attached to such Bond.2 PAIRED OBLIGATIONS "Paired Obligations" means any Series (or portion thereof) of Bonds designated as Paired Obligations in the Supplemental Indenture authorizing the issuance or incurrence thereof, which As amended by the Third Supplemental Indenture. Definition modified by the Third Supplemental Indenture. 18 Master Trust Indenture -- Conformed Copy are simultaneously issued or incurred and (i) the principal of which is of equal amount maturing and to be redeemed (or cancelled after acquisition thereof) on the same dates and in the some amounts, and (ii) the interest rates which, taken together, result in an irrevocably fixed interest rate obligation of the City for the terms of such Bonds. PAYING AGENT "Paying Agent" means any bank or trust company designated as paying agent for the Bonds of any Series, and its successor or successors hereinafter appointed in the manner provided in Section 7.02 of the Indenture. PLEDGED BONDS "Pledged Bonds" means any Bonds that have been pledged or in which any interest has otherwise been granted to a Security Instrument issuer as collateral security for Security Instrument Repayment Obligations. PRINCIPAL "Principal" means (a) with respect to any Capital Appreciation Bond, the Accreted Amount thereof (the difference between the stated amount to be paid at maturity and the Accreted Amount being deemed unearned interest), except as used in connection with the authorization and issuance of Bonds and with the order of priority of payment of Bonds after an Event of Default, in which case "Principal "means the initial public offering price of a Capital Appreciation Bond (the difference between the Accreted Amount and the initial public offering price being deemed interest), and (b) with respect to any Current Interest Bond, the principal amount of such Bond payable at maturity. PRINCIPAL AND INTEREST FUND "Principal and Interest Fund" means the fund by that name established in Section 5.02. "Principal Installment" means, as of any date of calculation, (a) with respect to any Series of Bonds, so long as any Bonds thereof are Outstanding, (1) the Principal amount of Bonds of such Series due on a certain future date for which no Sinking Fund installments have been established, or (2) the unsatisfied balance (determined as provided in the definition of "Sinking Fund Installment" in this Section) of any Sinking Fund installment due on a certain future date for Bonds of such Series, plus the amount of the sinking fiend redemption premiums, if any, which would be applicable upon redemption of such Bonds on such future date in a Principal amount equal to such unsatisfied balance of such Sinking Fund Installment, or (3) if such future dates coincide as to different Bonds of such Series, the sum of such Principal amount of Bonds and of such unsatisfied balance of such Sinking Fund Installment due on such future date plus such applicable redemption premiums, if any, and (b) with respect to any Repayment Obligations, the principal amount of such Repayment Obligations due on a certain future date. 19 Master Trust a denuue — Conformed Copy PRIOR LIEN RESOLUTION "Prior Lien Resolution" means Resolution No. 100 of 1981 adopted by the Council of the City on November 3, 1981, as supplemented and amended from time to time. PROJECT "Project" means the acquisition of additions, improvements and extensions to the public utility of the City comprising the System if and to the extent that the same shall be designated by the City as a Project in a Supplemental Indenture. PROJECT ACCOUNT "Project Account" means the separate account for each Project in the Construction Fund pursuant to Section 5.03. PUT BOND "Put Bond" means any Bond which is part of a senes of Bonds which is subject to purchase by the City, its agent or a third party from the Holder of the Bond pursuant to provisions of the Supplemental Indenture authorizing the issuance of the Bond and designating it as a "Put Boni " QUALIFIED ENGINEER] "Qualified Engineer" means (a) the Public Utilities Chief Engineer of the City or (b) any registered or licensed engineer or architect and engineer or firm of such engineers or architects and engineers generally recognized to be well qualified in engineering matters relaxing to construction and maintenance of municipal water, sewer and stormwater systems and/or street Lighting systems or other systems included in the definition of System hereunder, appointed by the City. The Trustee shall be entitled to rely on the written statement of a registered or licensed engineer or architect and engineer or firm of such engineers or architects and engineers as to his or its compliance with the terms of this definition. QUALIFIED PUBLIC ACCOUNTANT "Qualified Public Accountant " means (a) the Finance Administrator of the Department or (b) any certified public accountant or firm of such accountants appointed by the City. The Trustee shall be entitled to rely on the written statement of a certified public accountant or firm of such accountants as to his or its compliance with the terms of this definition. RATE COVENANT REQUIREMENT "Rate Covenant Requirement" has the meaning specified in Section 6.13. As amended by the Eighth Supplemental Indenture. 20 Master Trust Indentuno — Conformed Copy RATING AGENCY "Rating Agency" means Fitch, Moody's or S&P. RATING CATEGORY "Rating Category " means one or more of the generic rating categories of a Rating Agency, without regard to any refinement or gradation of such rating category or categories by a numerical modifier or otherwise. "Rebate Fund" means any fund established with respect to a Series of Bonds issued under the Indenture to provide for the payment of arbitrage rebate pursuant to the Code. RECORD DATE "Record Date " means, with respect to any interest payment date for any Series of Bonds, the date specified as the Record Date in the Supplemental Indenture authorizing the issuance of such Series of Bonds. REDEMPTION PRICE "Redemption Price" means, with respect to any Bond, the Principal thereof plus the applicable premium, if any, payable upon redemption thereof pursuant to any Supplemental Indenture. �-� "Refunded Debt" has the meaning set forth in Section 2.04(a). REFUNDING BONDS "Refunding Bonds" means all Bonds, whether issued in one or more Series, authenticated and delivered pursuant to Section 2.04, and any Bonds thereafter authenticated and delivered in lieu thereof or in substitution therefor pursuant to Article 111 or Section 4.04 or Section 8.06. REMARKETING AGENT "Remarketing Agent" means a remarketing agent appointed by the City pursuant to Section 7.09 and its successors under the Indenture. RENEWAL AND REPLACEMENT FUND' "Renewal and Replacement Fund" means the fund by that name established in Section 5.02(a) of this Indenture. As amended by the Third Supplemental Indenture. 21 Master Trust Indenture - Conformed Copy RENEWAL AND REPLACEMENT FUND RESERVE REQUIREMENT' "Renewal and Replacement Fund Reserve Requirement" means the amount, if any, required to be on deposit in the Renewal and Replacement Fund from time to time by a Supplemental Indenture. REPAYMENT OBLIGATIONS "Repayment Obligations" means, collectively, all outstanding Security Instrument Repayment Obligations and Reserve Instrument Repayment Obligations. RESERVE INSTRUMENT "Reserve Instrument" means an instrument or other device issued by a Reserve Instrument Issuer to satisfy all or any portion of the Debt Service Reserve Requirement, if any, for a Series of Bonds. The term "Reserve Instrument" includes, by way of example and not of limitation, letters of credit, bond insurance policies, standby bond purchase agreements, lines of credit and other security instruments and other devices; provided, however, that no such device or instrument shall be a "Reserve Instrument " for purposes of this Indenture unless specifically so designated in the Supplemental Indenture authorizing the use of such device or instrument. RESERVE INSTRUMENT AGREEMENT "Reserve Instrument Agreement" means any agreement entered into by the City and a Reserve Instrument Issuer pursuant to a Supplemental Indenture and providing for the issuance by such Reserve Instrument Issuer of a Reserve Instrument. RESERVE INSTRUMENT COSTS "Reserve Instrument Costs" means, with respect to any Reserve Instrument, any fees, premiums, expenses and similar costs, other than Reserve Instrument Repayment Obligations, required to be paid to a Reserve Instrument issuer pursuant to a Reserve Instrument Agreement or the Supplemental Indenture authorizing the use of such Reserve Instrument. Such Reserve Instrument Agreement or Supplemental Indenture shall specify any fees, premiums, expenses and casts constituting Reserve Instrument Costs. RESERVE INSTRUMENT COVERAGE "Reserve Instrument Coverage " means, as of any date of calculation and with respect to any Reserve Instrument, the amount available to be paid under such Reserve Instrument into the related Series Subaccount in the Debt Service Reserve Account to satisfy all or any portion of the Debt Service Reserve Requirement. As amended by the Eighth Supplemental Indenture. 22 Master Trust Indenture — Conformed Copy RESERVE INSTRUMENT ISSUER "Reserve Instrument Issuer" means any bank, savings and loan association, savings bank, thrift institution, credit union, insurance company, surety company or other institution issuing a Reserve Instrument. RESERVE INSTRUMENT LIMIT "Reserve Instrument Limit" means, as of any date of calculation and with respect to any Reserve Instrument, the maximum amount available to be paid under such Reserve Instrument into the related Series Subaccount in the Debt Service Reserve Account to satisfy all or any portion of the Debt Service Reserve Requirement, assuming for purposes of such calculation that the amount initially available under each Reserve Instrument has not been reduced or that the amount initially available under each Reserve Instrument has only been reduced as a result of the payment of Principal on the corresponding Series of Bonds. RESERVE INSTRUMENT REPAYMENT OBLIGATIONS "Reserve Instrument Repayment Obligations" means, as of any date of calculation and with respect to any Reserve Instrument, any outstanding amounts payable by the City under the Reserve Instrument Agreement or the Supplemental Indenture authorizing the use of such Reserve Instrument to repay the Reserve Instrument issuer for payments previously made by it pursuant to a Reserve Instrument. There shall not be included in the calculation of Reserve Instrument Repayment Obligations any Reserve Instrument Costs. Each Reserve Instrument Agreement or the Supplemental Indenture providing for the use of such Reserve Instrument shall specify any amounts payable under it which, when outstanding, shall constitute Reserve Instrument Repayment Obligations and shall specify the portions of any such amounts that are allocable as principal of and as interest on such Reserve Instrument Repayment Obligations. RESOURCE PURCHASE AGREEMENT "Resource Purchase Agreement" means (a) any agreement (i) for the treatment, transmission or supply of water to or for the City or (ii) for capacity in facilities for the treatment, transmission or supply of water to or for the City and (b) any agreement (i) for the treatment, transmission or disposal of sewerage for the City or (ii) for capacity in facilities for the treatment, transmission or disposal of sewerage to or for the City. The 2001 Interlocal Agreement constitutes a Resource Purchase Agreement. I; m 0' ► Tof IN "Revenue Fund" means the fund by that name established in Section 5.02 of this Indenture. REVENUES "Revenues " means all revenues, connection fees, income, rents and receipts derived by the City from or attributable to the System, including the proceeds of any insurance covering business As amended by the Third Supplemental Indenture. 23 Master Trust Indenture — Conformed Copy interruption loss. "Revenues" also includes all interest, profits or other income derived from the investment of any moneys held pursuant to the Indenture and required to be paid into the Revenue Fund and the proceeds of any interest subsidy with respect to the Bonds paid for or for the account of the City by any governmental body or agency. Revenues shall not include: (a) proceeds received on insurance resulting from casualty damage to assets of the System; or (b) the proceeds of sale of Bonds, notes or other obligations issued for System purposes. S&P "S&P" weans Standard & Poor's Credit Market Services, a division of The McGraw-Hill Companies, Inc., its successors and assigns, and, if such corporation shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to another nationally recognized securities rating agency, if any, designated by the City. SECURITY INSTRUMENT "Security Instrument" means an instrument or other device issued by a Security Instrument Issuer to pay, or to provide security or liquidity for, a Series of Bonds. The term "Security Instrument" includes, by way of example and not of limitation, letters of credit, bond insurance policies, standby bond purchase agreements, lines of credit and other security instruments and credit enhancement or liquidity devices; provided however, that no such device or instrument shall be a "Security Instrument" for purposes of this Indenture unless specifically so designated in a Supplemental Indenture authorizing the use of such device or instrument. SECURITY INSTRUMENT AGREEMENT "Security Instrument Agreement" means any agreement entered into by the City and a Security Instrument Issuer pursuant to a Supplemental Indenture providing for the issuance by such Security Instrument Issuer of a Security Instrument. SECURITY INSTRUMENT COSTS "Security Instrument Costs" means, with respect to any Security Instrument, all fees, premiums, expenses and similar costs, other than Security Instrument Repayment Obligations, required to be paid to a Security Instrument Issuer pursuant to a Security Instrument Agreement or the Supplemental Indenture authorizing the use of such Security Instrument. Such Security Instrument Agreement or Supplemental Indenture shall specify any fees, premiums, expenses and costs constituting Security Instrument Costs. SECURITY INSTRUMENT ISSUER "Security Instrument Issuer " means any bank, savings and loan association, savings bank, thrift institution, credit union, insurance company, surety company or other institution issuing a Security Instrument that is in full force and effect with respect to any Series of Bonds Outstanding, 24 Master Trust indenture — Conformed Copy SECURITY INSTRUMENT REPAYMENT OBLIGATIONS "Security Instrument Repayment Obligations" means, as of any date of calculation and with respect to any Security Instrument, any outstanding amounts payable by the City under the Security Instrument Agreement or the Supplemental Indenture authorizing the use of such Security Instrument to repay the Security Instrument Issuer for payments previously or concurrently made by the Security Instrument Issuer pursuant to a Security Instrument. There shall not be included in the calculation of the amount of Security Instrument Repayment Obligations any Security Instrument Costs. Each Security Instrument Agreement or the Supplemental Indenture providing for the use of such Security Instrument shall specify any amounts payable under it which, when outstanding, shall constitute Security Instrument Repayment Obligations and shall specify the portions of any such amounts that are allocable as principal of and as interest on such Security Instrument Repayment Obligations. SERIES "Series" means all of the Bonds designated as being of the same Series authenticated and delivered on original issuance in a simultaneous transaction, and any Bonds thereafter authenticated and delivered in lieu thereof or in substitution therefor pursuant to Article III or Section 4.04 or Section 8.06. SERIES SUBACCOUNT "Series Subaccount" means the separate subaccount created for each Series of Bonds in the Bond Service Account pursuant to Section 5.07 or in the Debt Service Reserve Account pursuant to Section 5.08, as appropriate. SINKING FUND INSTALLMENT "Sinking Fund Installment" means an amount so designated which is established pursuant to Section 2.02(a)(8). The portion of any such Sinking Fund Installment remaining after the deduction of any such amounts credited pursuant to Sections 5.06(c) or 5.09 toward the sane (or the original amount of any such Sinking Fund Installment if no such amounts shall have been credited toward the same) shall constitute the unsatisfied balance of such Sinking Fund Installment for the purpose of calculation of Sinking Fund Installments due on a future date. "State" means the State of Utah. STATE MONEY MANAGEMENT ACT "State Money Management ,Act" means the State Money Management Act, Title 51, Chapter 7, Utah Code Annotated 1953, as amended, and any applicable regulations and rules promulgated thereunder. 25 Master Trust Indeawre — Conformed Copy SUBORDINATED BOND ANTICIPATION NOTES "Subordinated Bond Anticipation Notes" means Bond Anticipation Notes, the Principal Installments on which have been subordinated pursuant to Section 2.05(b)(2). SUPPLEMENTAL INDENTURE "Supplemental Indenture " means any indenture supplemental hereto or amendatory hereof that is in full force and effect and has been duly executed and delivered by the City and the Trustee in accordance with the provisions hereof. SYSTEM' "System" means the complete combined waterworks plant and system, sewerage collection, treatment and disposal plant and system, stormwater system and street lighting system of the City, including all improvements, extensions, and additions thereto which may be made while any of the Bonds remain Outstanding, and including all property, real, personal and mixed, of every nature now or hereafter owned by the City and used or useful in the operation of its waterworks, sewerage, stormwater or street lighting properties. The City may, without the consent of Bond Holders, further amend the definition of System by adding additional systems, properties and improvements and the revenues therefrom by Supplemental Indenture. TAX CERTIFICATE "Tax Certificate " means any agreement or certificate of the City that the City may execute in order to establish and maintain the excludability of interest on a Series of Bonds from gross income of the owners thereof for federal income tax purposes. TRANSFER AGENT "Transfer Agent" means, as the agent of the City, the Trustee and each and every additional agent appointed from time to time as the agent of the City pursuant to Section 7.10 for the transfer and authentication of Bonds for so long as such appointment shall continue in effect. TREASURER'S INVESTMENT FUND "Treasurer's Investment Fund" means the fund held by the Treasurer of the State and commonly known as the Utah State Public Treasurer's Investment Fund. TRUST ESTATE "Trust Estate" has the meaning specified in the Granting Clause. As amended by the Eighth Supplemental indenture. 26 Master Trust Indenture — Conformed Copy TRUSTEE "Trustee " means the trustee identified in the preamble hereof and appointed by the City pursuant to Section 7.01, its successors and assigns, and any other corporation or association which may at any time be substituted in its place as provided herein. VARIABLE RATE BONDS "Variable Rate Bonds" means, as of any date of calculation, Bonds the terms of which on such date of calculation are such that interest thereon for any future period of time is expressed to be calculated at a rate which is not susceptible of a precise determination. WRITTEN CERTIFICATE OF THE CITY, WRITTEN REQUEST OF THE CITY, WRITTEN STATEMENT OF THE CITY "Written Certificate of the City, " "Written Request of the City "and "Written Statement of the City" means an instrument in writing signed on behalf of the City by an Authorized Officer thereof. Any such instrument and any supporting opinions or certificates may, but need not, be combined in a single instrument with any other instrument, opinion or certificate, and the two or more so combined shall be read and construed so as to form a single instrument. Any such instrument may be based, insofar as it relates to legal, accounting or engineering matters, upon the opinion or certificate of counsel, consultants, accountants or engineers, unless the Authorized Officer signing such Written Certificate or Request or Statement knows, or in the exercise of reasonable care should have known, that the opinion or certificate with respect to the matters upon which such Written Certificate or Request or Statement may be based, as aforesaid, is erroneous. The same Authorized Officer, or the same counsel, consultant, accountant or engineer, as the case may be, need not certify to all of the matters required to be certified under any provision of the Indenture, but different Authorized Officers, counsel, consultants, accountants or engineers may certify to different facts, respectively. Every Written Certificate or Request or Statement of the City, and every certificate or opinion of counsel, consultants, accountants or engineers provided for herein shall include: (a) a statement that the person making such certificate, request, statement or opinion has read the pertinent provisions ofthe Indenture to which such certificate, request, statement or opinion relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the certificate, request, statement or opinion is based; (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; and (d) with respect to any statement relating to compliance with any provision hereof, a statement whether or not, in the opinion of such person, such provision has been complied with. 27 Master Trust Indenture — Conformed Copy a "Year" means any period of twelve consecutive months. Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include firms, associations, trusts, corporations or governments or agencies or political subdivisions thereof. Section 1.01 Authority for the Indenture. The Indenture is executed and delivered pursuant to the provisions of the Act. Section I.03. Special Obligations. The Bonds and the Repayment Obligations are special obligations of the City payable from and secured by the Revenues, moneys, securities and funds pledged therefor. ARTICLE II AUTHORIZATION AND ISSUANCE OF BONDS Section 2.OL Authorization of Bonds.' Bonds designated as "Public Utilities Revenue Bonds" (or "Public Utilities Revenue Notes" or "Public Utilities Revenue Obligations,'' as appropriate) are hereby authorized to be issued by the City under the Indenture. The maximum Principal amount of the Bonds which may be issued hereunder is not limited; however, the City reserves the right to limit or restrict the aggregate Principal amount of the Bonds which may at any time be issued or Outstanding hereunder. Bonds may be issued in such Series as from time to time shall be established and authorized by the City. The Bonds may be issued in one or more Series pursuant to one or more Supplemental Indentures. The designation of the Bonds shall include, in addition to the name "Public Utilities Revenue Bonds" (or "Public Utilities Revenue Notes" or "Public Utilities Revenue Obligations," as appropriate), such further appropriate particular designation added to or incorporated in such title for the Bonds of any particular Series as the City may determine. Each Bond shall bear upon its face the designation so determined for the Series to which it belongs. Each Bond shall recite in substance that it, including the interest thereon, is payable solely from the Revenues and other funds of the City pledged for the payment thereof and that it does not constitute a debt of the City within the meaning of any constitutional or statutory limitations or provisions. Section 2.02. General Provisions for the Issuance of Bonds. (a) Whenever the City shall determine to issue any Series of Bonds, the City shall execute and deliver a Supplemental Indenture which shall specify the following: (1) The purpose for which such Series of Bonds is to be issued, which shall be for a purpose set forth in Section 2.03, Section 2.04 or Section 2.05, or a combination of such purposes; As amended by the Eighth Supplemental Indenture. 28 Master Trust Indenture — Conformed Copy Bonds; (2) The authorized Principal amount and Series designation of such Series of (3) The Issue Date and the maturity date or dates of the Bonds of such Series; (4) The interest rate or rates (including a zero interest rate) of the Bonds of such Series, or the manner of determining such rate or rates, provided that the Supplemental Indenture shall specify the maximum rate that the Bonds of such Series may bear if such Bonds are Variable Rate Bonds, and the interest payment dates of the Bonds of such Series; (5) The authorized denominations of the Bonds of such Series; (6) Any Paying Agents and the places of payment of the Principal and Redemption Prices, if any, of, and interest on, the Bonds of such Series, and, if other than the Trustee, any Transfer Agents and the places where Bonds may be registered for transfer or exchange; (7) The Redemption Prices, if any, and subject to Article IV, the redemption terms, if any, foT the Bonds of such Series; (8) The amount and due date of each Sinking Fund Installment, if any, for the Bonds of such Series; (9) The Record Date for the Bonds of such Series; (10) Any Debt Service Reserve Requirement for such Series of Bonds pursuant to Section 5.07(a) and the amount, if any, to be deposited from the proceeds of such Series of Bonds into any Series Subaccount in the Debt Service Reserve Account established for such Series of Bonds; (11) The amount, if any, to be deposited from any legally available source into the Construction Fund; (12) The amount, if any, to be deposited from any legally available source into the Renewal and Replacement Fund; (13) The forms of the Bonds of such Series; (14) To the extent applicable, the obligations payable under any Security Instrument Agreement or Reserve instrument Agreement entered into in connection with the issuance of the Bonds of such Series which, when outstanding, shall constitute Security Instrument Repayment Obligations or Reserve Instrument Repayment Obligations, as the case may be, and which portions of such Security Instrument Repayment Obligations or Reserve Instrument Repayment Obligations, as the case may be, are to be attributed to principal of and to interest on such Repayment Obligations; and 29 Master Trust indenture — Conformed Copy (15) . Any further covenants by the City required by any Security Instrument Issuer, Reserve Instrument Issuer or purchaser of Bonds deemed necessary or desirable by the City in connection with the sale of such Series of Bonds. (b) The Bonds of any Series shall be executed by the City for issuance under the indenture and delivered to the Trustee and thereupon shall be authenticated by the Trustee and by it delivered to the City or upon the Written Request of the City but only upon receipt by the Trustee of the following documents or moneys or securities, all of such documents dated or certified, as the case may be, as of the date of such delivery by the Trustee (unless the Trustee shall accept any of such documents bearing a prior date): (1) A certified copy of the Supplemental Indenture relating to the issuance of the Bonds of such Series; (2) A Written Request of the City as to the delivery of the Bonds of such Series; (3) An Opinion of Bond Counsel to the effect that (i) the City has the power under the Act, as amended to the date of such Opinion, to issue the Bonds of such Series and to execute and deliver the Indenture, and the Indenture has been duly and lawfully executed and delivered by the City, is in full force and effect and is valid and binding upon the City and enforceable in accordance with its terms, and no other authorization for the Indenture is required; (ii) the Indenture creates the valid pledge which it purports to create of the Revenues, Funds, moneys, securities and funds held or set aside under the indenture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture; (iii) the Bonds of such Series are valid and binding special obligations of the City, enforceable in accordance with their terms and the terms of the Indenture and are entitled to the benefits of the Indenture .and the Act, as amended to the date of such Opinion; and (iv) the Bonds of such Series have been duly and validly authorized and issued in accordance with law and the Indenture; provided that such Opinion of Counsel may contain limitations acceptable to the purchaser of such Series of Bonds, including limitations as to enforcement by bankruptcy or similar laws, equity principles, sovereign police powers, and federal powers;1 (4) A Written Certificate of the City setting forth (A) the Debt Service for each Fiscal Year of the Bonds of such Series or (B) the Aggregate Debt Service, including such Series of Bonds being issued, for each Fiscal Year, whichever is applicable, and containing such additional statements as may he reasonably necessary to show compliance with the requirements of the Indenture; (5) The amounts, if any, necessary for deposit into the Construction Fund, the Revenue Fund, and any Series Subaccount in the Debt Service Reserve Account for such Series of Bonds; and (6) Such further documents, moneys and securities as are required by the provisions of Section 2.03, Section 2.04 or Section 2.05, or of any Supplemental Indenture. As amended by the Third Supplemental Indenture. 30 Msster Trust Indenture - Conformed Copy (c) The City may authorize by Supplemental Indenture the delivery to the Trustee of one or more Security Instruments with respect to any Series of Bonds and the execution and delivery of any Security Instrument Agreements deemed necessary in connection therewith. (d) The City may authorize by Supplemental Indenture the issuance and delivery to the Trustee of one or more Reserve Instruments and the execution and delivery of any Reserve Instrument Agreements deemed necessary in connection therewith. (e) The City may authorize by Supplemental Indenture the issuance of Put Bonds; prowled that any obligation of the City to pay the purchase price of any such Put Bonds shall not be secured by a pledge of Revenues on a parity with the pledge contained in Section 5.01. The City may provide for the appointment of such Remarketing Agents, indexing agents or other agents as the City may determine. (f) The City may authorize by Supplemental Indenture such other provisions relating to a Series of Bonds as are permitted by law and are consistent with the provisions of the Indenture. (g) After the original issuance of the Bonds of any Series, no Bonds of such Series shall be issued except in lieu of or in substitution for other Bonds of such Series pursuant to Article III, Section 4.04 or Section 8.06. (h) Notwithstanding any provision of this Section 2.02 to the contrary, a Supplemental Indenture may provide for the delivery of a Series of Bonds, issued in the form of a single Bond, in installments to be noted by the Trustee in a delivery schedule on the reverse side thereof or attached thereto. Section 2.03. Special Provisions for the Issuance of Construction Bonds. (a) One or more Series of Construction Bonds may be authenticated and delivered upon original issuance from time to time in such principal amount for each such Series as may be determined by the City for the purpose of paying or providing for the payment of all or a portion of (i) the Cost of Construction of a Project, (ii) Principal, Redemption Price and interest on Bond Anticipation Notes or (iii) any combination of (i) and (ii). Each such Series shall be in such Principal amount which, when taken together with other funds legally available for such Project, will provide the City with sufficient funds to pay the estimated Cost of Construction of such Project, as set forth in the Written Certificate of the City furnished pursuant to Section 2.03(c)(1). Bonds: (b) Each Supplemental Indenture authorizing the issuance of a Series of Construction (1) Shall specify the Project for which the proceeds of such Series of Construction Bonds were applied; and (2) May require the City to deposit a specified amount of money from the proceeds of the sale of such Series of Construction Bonds or from other legally available sources into the applicable Project Account sufficient to pay when due all or a portion of the interest on such Series of Construction Bonds to accrue up to 12 months following the Estimated Completion Date set forth in the Written Certificate of the City delivered with respect to such Series of Construction Bonds pursuant to Section 2.03(c)(1), plus interest 31 Master Trust Indenture — Confonned Copy to accrue on such Series of Construction Bonds after the Estimated Completion Date for up to one Year (or such different period as may then be permitted by law). (c) Each Series of Construction Bonds shall be authenticated and delivered by the Trustee only upon receipt by the Trustee (in addition to the doctunents required by Section 2.02) of the following documents, all dated as ofthe date of such delivery (unless the Trustee shall accept any of such documents bearing a prior date):1 (1) A Written Certificate of the City setting forth the then Estimated Completion Date and the then estimated Cost of Construction of the Project being financed by such Series of Bonds. (2) A Written Certificate of the City to the effect that, upon the authentication and delivery of the Bonds of such Series, no event will have occurred which, with the passage of time or the giving of notice, or both, would give rise to an Event of Default under the indenture. (3) Either: (A) A Written Certificate of the City either for the City's most recent Fiscal Year or fbr any Year during the most recent eighteen (18) months showing that, the Net Revenues for such period would not be less than the Rate Covenant Requirement with respect to all Bonds to be Outstanding at any time during the Year next following the issuance of the proposed. Series of Bonds and to the Repayment Obligations to be outstanding at any time during the Year next following the issuance of the proposed Series of Bonds; or (B) (I)(x) An Accountant's Certificate, (y) an Engineer's Certificate or (z) any combination of (x) and (y) setting forth the Estimated Net Revenues (assuming the completion of the Project on its then Estimated Completion Date) for whichever of the following periods shall extend until the latest date: (i) If the Supplemental Indenture authorizing the Series of Bonds being issued requires that interest on the Series of Bonds be capitalized until a certain date in accordance with Section 2.03(b)(2), for each of the two Fiscal Years succeeding such date, or (ii) If the Supplemental Indenture authorizing the Series of Bonds being issued does not require that interest on the Series of Bonds be capitalized, for the then current Fiscal Year and each succeeding Fiscal Year to and including the third Fiscal Year succeeding the date of issuance of such Series of Bonds; and As amended by the Third Supplemental Indenture, 32 Master Trust Indenture — Conformed Copy (H) A Written Certificate of the City showing the Aggregate Debt Service for each of the Fiscal Years set forth in the certificate or certificates delivered pursuant to clause (1) above and showing that the Estimated Net Revenues as shown in such certificate or certificates for each of such Fiscal Years are not less than the Rate Covenant Requirement for each of such Fiscal Years with respect to all Series of Bonds to be Outstanding after the issuance of the proposed Series of Construction Bonds and to the Repayment Obligations to be outstanding after the issuance of the proposed Series of Construction Bonds. (d) Notwithstanding any other provision of the Indenture, the provisions of Section 2.03(c)(3) shall not apply:1 (1) to the first Series of Construction Bonds issued under the Indenture; (2) to any Series of Construction Bonds all of the proceeds of which are to be applied to pay the Cost of Construction of a Project necessary, as expressed in an Engineer's Certificate delivered to the Trustee, to keep the System in good operating condition or to prevent a loss of Revenues therefrom, or to comply with requirements of any governmental agency having jurisdiction over the System; (3) to any Series of Bonds, the aggregate Principal amount of which, together with the aggregate Principal amount of all other Outstanding Bonds issued pursuant to this paragraph (3) during any Fiscal Year, does not exceed 1(?% of Revenues for the most recent Fiscal Year prior to the issuance of such Series of Bonds for which audited financial statements are available, all as expressed in a Written Certificate of the City; provided that the Trustee shall have received a Written Certificate of the City showing that the Estimated Net Revenues for the next succeeding Fiscal Year are not less than the Rate Covenant Requirement for such Fiscal Year with respect to all Series of Bonds to be Outstanding at any time during such Fiscal Year and to the Repayment Obligations to be outstanding at any time during such Fiscal Year; or (4) to any Series of Bonds issued to pay the Cost of Construction necessary to complete any Project for which Construction Bonds have previously been issued, provided that the Trustee shall have received: (A) A Written Certificate of the City stating that the nature and purpose of such Project has not materially changed since the initial Written Certificate of the City was filed pursuant to Section 2.03(c)(1); and (B) A Written Certificate of the City to the effect that (i) all of the proceeds (including investment earnings) of Construction Bonds (or Bond Anticipation Obligations) previously issued to finance such Project have been or will be used to pay Costs of Construction of the Project, (ii) the then estimated Costs of Construction of the Project as contained in the Written Certificate of the As amended by the Third Supplemental indenture. 33 Master Trust Indenture — Conformed Copy City delivered pursuant to Section 2.03(c)(1) exceeds the sum of the Costs of Construction already paid plus moneys available in the Project Account established for the Project (including unspent proceeds of Bonds previously issued for such purpose), (iii) the issuance of such Series of Bonds is necessary to provide funds to pay Costs of Construction necessary for the Project and (iv) the Principal amount of such Series of Bonds does not exceed fifteen percent of the Principal amount of all Construction Bonds previously issued to finance such Project. (e) The proceeds, including accrued interest, of the Construction Bonds of each Series shall be deposited simultaneously with the delivery of such Bonds in the Construction Fund and, to the extent permitted by law and the provisions of the Indenture, in any other Funds or such other funds or accounts as may be established by the Supplemental Indenture, in such amounts, if any, as may be provided in the Supplemental Indenture authorizing the issuance of such Series of Construction Bonds. (f) There may also be deposited from any legally available source, to the extent permitted by law and the provisions of the Indenture, in the Funds, including, but not limited to the Renewal and Replacement Fund, or such other funds or accounts as may be established by the Supplemental Indenture, such amounts, if any, as may be provided in the Supplemental Indenture authorizing the issuance of such Series of Construction Bonds. Section 2.04. Special Provisions for the Issuance of Refunding Bonds.' (a) One or more Series of Refunding Bonds may be issued in such Principal amount which, when taken together with other legally available funds, will provide the City with fiords sufficient to accomplish the refunding of all or a part of the Outstanding Bonds of one or more Series or all or part of any other borrowing of the City payable in whole or in part from the Revenues, including in each case the payment of all expenses in connection with such refunding. As used in this Section, the term "Refunded Debt" shall refer to such Bonds or other debt to be so refunded. (b) Each Supplemental Indenture authorizing the issuance of a Series of Refunding Bonds shall specify the Refunded Debt to be refunded. (c) Each Series of Refunding Bonds shall be authenticated and delivered by the Trustee only upon receipt by the Trustee (in addition to the documents required by Section 2.02) of the following documents or moneys or securities (or if such documents or moneys or securities are to be delivered as hereinafter provided to the lender for other borrowings, to such lender, with a copy or other evidence of such delivery to the Trustee), all of such documents dated as of the date of such delivery (unless the Trustee or lender, as appropriate, shall accept any of such documents bearing a prior date): z (1) A Written Certificate of the City stating that the issuance of such Series of Refunding Bonds complies with the requirements of the Indenture and either: (A) A Written Certificate of the City setting forth the Aggregate Debt Service for each Fiscal Year to and including the Fiscal Year in which occurs the latest maturity of As amended by the Third Supplemental Indenture. As amended by the Eighth Supplemental indenture. 34 Master Trust Indenture — Conformed Copy the Refunded Debt to be refunded or such Series of Refunding Bonds, whichever is later, (i) with respect to the Refunded Debt to be refunded and (ii) with respect to the Series of Refunding Bonds to be authenticated and delivered, and stating that the Aggregate Debt Service for any Fiscal Year set forth pursuant to clause (ii) of this subparagraph (A) is no greater than the Aggregate Debt Service for any Fiscal Year set forth pursuant to clause (i) of this subparagraph (A); or (B) An Accountant's Certificate (1) setting forth for the latest Fiscal Year preceding the authentication and delivery of such Series of Bonds for which Fiscal Year an audited financial report is available, the Net Revenues for such period., and (II) showing that such Net Revenues for such Year would not be less than the Rate Covenant Requirement (for each Fiscal Year to and including the Fiscal Year in which occurs the latest maturity of such Series of Refunding Bonds) with respect to all Bonds to be Outstanding at any time during the Year next following the issuance of the proposed Series of Bonds and to the Repayment Obligations to be outstanding at any time during the Year next following the issuance of the proposed Series of Bonds. (2) Irrevocable instructions to the Trustee (or the lender or its designee), satisfactory to it, to give due notice of redemption of all the Refunded Debt to be refunded on the redemption date or dates specified in such instructions; (3) If the Refunded Debt to be refunded is not by its terms subject to redemption within the next succeeding 60 days, irrevocable instructions to the Trustee (or the lender or its designee for other borrowings), satisfactory to it, to mail the notice provided for in Section 11.01(b) (or any similar provision for other borrowings) to the Refunded Debt being refunded; (4) Either (i) moneys in an amount sufficient to effect payment at the applicable redemption price of the Refunded Debt to be refunded, together with accrued interest to the redemption date, which moneys shall be held by the Trustee or any one or more of the Paying Agents (or the lender or its designee for other borrowings) in a separate account irrevocably in trust for and assigned to the respective holders of the Refunded Debt to be refunded, or (ii) Investment Securities (or similar investments as provided in the other document relating to other borrowings) in such principal amounts, of such maturities, bearing such interest, and otherwise having such terms and qualifications and any moneys, as shall be necessary to comply with the provisions of Section 11.01(b) (or any similar provision for other borrowings), which Investment Securities and moneys shall be held in trust and used only as provided in such Section; and (5) If the Refunding Bonds to be issued are Cross -over Refunding Bonds, the Supplemental Indenture providing for the issuance of the Refunding Bonds shall, in addition to all other requirements of this Section 2.04, provide: (A) That until the Cross -over Date neither Principal of nor interest on the Cross- over Refunding Bonds shall be payable from or secured by a pledge of the Revenues, but shall be payable solely from the escrow provided for in Section 11-27-3, Utah Code Annotated 1953, as amended; and 35 Master Trust Indenture — Conformed Copy (B) there shall be filed with the Trustee an Accountant's Certificate demonstrating the sufficiency of the moneys and investments in the escrow provided for in Section 11-27-3, Utah Code Annotated 1953, as amended, to pay Principal of and interest on the Cross -over Refunding Bonds to the Cross -aver Date (which Cross -over Date may, at the option of the City, be extended as provided in the Supplemental Indenture providing for the issuance of the Cross -over Refunding Bonds, but only upon filing a revised Accountant's Certificate which demonstrates that the moneys and investments then in the escrow will be sufficient to pay Principal of and interest on the Cross -over Refunding Bonds to the extended Cross -over Date). (d) A Series of Refunding Bonds may be combined with a Series of Construction :.M Section 2.05. Conditions for Issuance of Bond Anticipation Notes. (a) One or more Series of Bond Anticipation Notes, payable on a parity with all Outstanding Bonds (except as provided in Section 2.05(b)(2) below), may be authenticated and delivered upon original issuance from time to time in such Principal amount for each such Series as may be determined by the City for the purpose of paying or providing for the payment of all or a portion of the Cost of Construction of a Project, or the refunding of Bond Anticipation Notes, or a combination of such purpose. Each such Series shall be in such Principal amount which, when taken together with funds previously used or to be provided by the City for such Project, will provide the City with sufficient funds to pay the estimated Cost of Construction of such Project, as set forth in the Written Certificate of the City furnished pursuant to Section 2.05(c)(1). The City hereby covenants to apply so much of the proceeds of the Bonds in anticipation of which such Bond Anticipation Notes have been issued as shall be necessary to provide for the payment of all Principal Installments on such Bond Anticipation Notes. (b) (1) Each Supplemental Indenture authorizing the issuance of a Series of Bond Anticipation Notes (i) shall specify the Project for which the proceeds of such Series of Bond Anticipation Notes will be applied, and (ii) may require the City to deposit a specified amount of money from the proceeds of the sale of such Series of Bond Anticipation Notes into a Project Account in the Construction Fund to pay when due all or a portion of the interest on such Series of Bond Anticipation Notes accrued and to accrue to the Estimated Completion Date set forth in the Written Certificate of the City delivered with respect to such Series of Bond Anticipation Notes pursuant to Section 2.05(c)(1), plus interest to accrue on such Series of Bond Anticipation Notes after the Estimated Completion Date for up to one Year (or such different period as may then be permitted by law). Such Supplemental indenture may also contain such limitations and restrictions on, and covenants and agreements of, the City and such rights and remedies for the holders of such Series of Bond Anticipation Notes, as deemed necessary and desirable by the City; ,provided however, that such limitations, restrictions, covenants, agreements, rights and remedies shall not be contrary to or inconsistent with the limitations, restrictions, covenants, agreements, rights and remedies contained in this Indenture for the payment and security of any Bonds then Outstanding. (2) If so provided in the Supplemental Indenture providing for the issuance of any Series of Bond Anticipation Notes, the payment of the Principal Installments on such Bond Anticipation Notes shall be subject to the prior lien and charge created herein for the payment of the Bonds out of the Principal and Interest Fund. In such case, such 36 Master Trust Indenture — Conformed Copy Supplemental Indenture shall provide that each of such Bond Anticipation Notes shall state on its face that the payment of Principal Installments thereof is so subordinated. (3) No Bond Anticipation Note shall mature later than ten years from its date, including all refundings thereof by other Bond Anticipation Notes (whether such refundings occur by reason of exchanges of Bond Anticipation Notes or by reason of payment of such Bond Anticipation Notes from refunding Bond Anticipation Notes, or otherwise). (c) Each Series of Bond Anticipation Notes shall be authorized and delivered by the Trustee only upon receipt by the Trustee (in addition to the documents required by Section 2.02 and Section 2.05(d) below) of the following documents, all dated as of the date of such delivery (unless the Trustee shall accept any of such documents bearing a prior date): (1) a Written Certificate of the City setting forth the then Estimated Completion Date and the then estimated Cost of Construction of the Project being financed by such Series of Bond Anticipation Notes; and (2) a Written Certificate of the City to the erect that, upon the authentication and delivery of the Bond Anticipation Notes of such Series, no event will have occurred which, with the passage of time or the giving of notice, or both, would give rise to an Event of Default under the Indenture; provided, however, that in the case of refunding Bond Anticipation Notes, the Principal Installments of which have been subordinated pursuant to Section 2.05(b)(2) above, the City need not so certify with respect to such Principal Installments. I (d) As of the date of issuance of any Series of Bond Anticipation Notes, the aggregate Principal amount of all outstanding Bond Anticipation Notes (including such Series) shall never exceed the Principal amount of a hypothetical Series of Bonds which could be issued by the City on such date in compliance with Section 2.03(c)(3), having an assumed final maturity o£30 years, bearing an assumed rate of interest equal to the highest rate then borne by any outstanding Bond Anticipation Notes and having Debt Service due in each Fiscal Year in approximately equal amounts; provided that if no Series of Bond Anticipation Notes are then Outstanding under the Indenture, the interest rate used for purposes of the calculation set forth in this Section 2.05(d) shall be the interest rate borne by the Series of Bond Anticipation Notes to be issued. Each Series of Bond Anticipation Notes shall be authenticated and delivered by the Trustee only upon receipt by the Trustee (in addition to the documents required by Section 2.02 and Section 2.05(c) above) of a Written Certificate of the City, together with a supporting Accountant's Certificate or a supporting Engineer's Certificate, as appropriate, all dated as of the date of such delivery (unless the Trustee shall accept any of such documents bearing a prior date), stating that the person signing each such certificate has reviewed and is familiar with the provisions of paragraph Section 2.05(d) and that, in the opinion of such signer, the Bond Anticipation Notes then proposed to be issued by the City can be duly and validly issued by the City pursuant to the provisions hereof; assuming for purposes of compliance with Section 2.03(c)(3) as required by the preceding sentence, that the As amended by the Third Supplemental Indenture. 37 Master Trust Indenture — Conformed Copy Debt Service on the proposed Series of Bond Anticipation Notes is calculated on the basis of the hypothetical Series of Bonds as set forth in this Section 2.05(d). Section 2.06. Provisions Regarding Bonds Secured by a Security Instrument. (a) The City may include such provisions in a Supplemental Indenture authorizing the issuance of a Series of Bonds secured by a Security Instrument as the City deems appropriate, including: (1) So long as the Security Instrument is in full force and effect, and payment on the Security Instrument is not in default, (A) the Security Instrument Issuer shall be deemed to be the Holder of the Outstanding Bonds of such Series when the approval, consent or action of the Bondholders for such Series of Bonds is required or may be exercised under the Indenture and following an Event of Default and (B) the Indenture may not be amended in any manner which affects the rights of such Security Instrument Issuer without its prior written consent. (2) In the event that the Principal and Redemption Price, if applicable, and interest due on any Series of Bonds Outstanding shall be paid under the provisions of a Security Instrument, all covenants, agreements and other obligations of the City to the Bondholders of such Series of Bonds shall continue to exist and such Security Instrument Issuer shall be subrogated to the rights of such Bondholders in accordance with the terms of such Security Instrument. (b) In addition, such Supplemental Indenture may establish such provisions as are necessary to provide relevant information to the Security Instrument Issuer and to provide a mechanism for paying Principal Installments and interest on such Series of Bonds from the Security Instrument. ARTICLE III TERMS AND PROVISIONS OF BONDS Section 3.01. Terms of Bonds. (a) The Principal and Redemption Price of the Bonds shall be payable in lawful money of the United States of America at the principal corporate trust operations office of the Trustee, or at the principal office of any Paying Agent, or otherwise as provided in a Supplemental Indenture with respect to any Series of Bonds. Unless otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, payment of interest on any Bond shall be made to the person who is the registered owner thereof as of the close of business on the Record Date and shall be paid by check mailed to the registered owner thereof at the address of such registered owner as it appears on the registration books of the City maintained by the Trustee or at such other address as is furnished to the Trustee in writing by such registered owner prior to the Record Date. (b) Unless otherwise provided in a Supplemental Indenture authorizing a Series of Bonds, the Bonds of any Series shall be issued in fully registered form without coupons. Each Series of Bonds shall be in such denominations as may be authorized by the Supplemental Indenture authorizing the issuance of the Bonds of such Series. A Supplemental Indenture may provide for the delivery of a Series of Bonds, issued in the form of a single fully registered Bond, 38 Master Trust Indenture — Conformed Copy in installments to be noted by the Trustee in a delivery schedule attached to such Bond_ Anything in this Indenture to the contrary notwithstanding, a Supplemental. Indenture may provide that Bonds issued in such single fully registered form may be submitted to the Trustee for notation of payment of installments and for notation of transfer, without requiring cancellation of such single fully registered Bond. Such Supplemental Indenture may provide for transfer of such Bonds to a new Holder by delivery after such notation, and without cancellation. (c) The Bonds shall be dated as of the Issue Date specified in the Supplemental Indenture pursuant to which the Series of Bonds is issued. Unless otherwise provided in a Supplemental Indenture authorizing a Series of Bonds, each fully -registered Bond of any Series shall bear interest from the interest payment date next preceding the date of registration and authentication thereof unless it is registered as of an interest payment date, in which event it shall bear interest from the date thereof or unless it is registered prior to the first interest payment date, in which event it shall bear interest from its date, or unless, as shown by the records of the Trustee, interest on the Bonds of such Series shall be in default, in which event it shall bear interest from the date to which interest has been paid in full. (d) The Bonds of each Series may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of the indenture as may be necessary or desirable to comply with the Act, custom, the rules of any securities exchange or commission or brokerage board, or otherwise, as may be determined by the City prior to the authentication and delivery thereof. (e) From and after the issuance of the Bonds of any Series, the findings and determinations of the Council respecting that Series shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of such Bonds is at issue, and no bona fide purchaser of any such Bonds shall be required to see to the existence of any fact or to the performance of any condition or to the taking of any proceeding required prior to such issuance, or to the application of the purchase price paid for such Bonds. The validity of the issuance of any Series of Bonds shall not be dependent on or affected in any way by (1) any proceedings taken by the City for the planning, acquisition or construction of a Project, or (2) any contracts made by the City in connection therewith, or (3) the failure to complete the planning, acquisition or construction of a Project. The recital contained in the Bonds that the same are issued pursuant to the Act shall be conclusive evidence of their validity and of the regularity of their issuance and all the Bonds shall be incontestable from and after their issuance. Bonds shall be deemed to be issued, within the meaning of the Indenture, whenever the definitive Bonds, or any temporary Bonds exchangeable therefor, have been delivered to the purchasers thereof, and the purchase price thereof received, or in the case of Bonds to be refunded through exchange, whenever such exchange has been made. (f) Subject to any limitations contained in a Supplemental Indenture, the City may provide a Security Instrument for any Series of Bonds (or may substitute one Security Instrument for another) if the City has provided to the Trustee written evidence satisfactory to the Trustee from each Rating Agency then having a rating in effect for any Series of Bonds then Outstanding to the effect that the Rating Agency has reviewed the proposed Security Instrument and that the use of such Security Instrument (or the substitution of one Security Instrument for another, as 39 Master Trust Indenture - Conformed Copy appropriate) will not, by itself result in a reduction or withdrawal of such Rating Agency's rating of such Series of Bonds. Section 3.02 Execution of Bonds. (a) The Bonds shall be signed on behalf of the City by the manual or facsimile signature of its Mayor and attested and countersigned by the manual or facsimile signature of its City Recorder, and its seal shall be thereunto affixed by its City Recorder, which may be by a facsimile of the City's seal imprinted upon the Bonds. The Bonds shall then be delivered to the Trustee for manual authentication by it or by any Transfer Agent. In case any officer who shall have signed or attested any of the Bonds shall cease to be such officer before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee or by any Transfer Agent or issued by the City, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issuance, shall be as binding upon the City as though such person who signed or attested the same had continued to be such officer of the City. Also, any Bond may be signed, countersigned or attested on behalf of the City by any person who on the actual date of the execution of such Bond shall be the proper officer of the City, although on the nominal date of such Bond any such person shall not have been such officer of the City. (b) Only such of the Bonds as shall bear thereon a certificate of authentication, executed by the Trustee or by any Transfer Agent, shall be valid or obligatory for any purpose or entitled to the benefits of the Indenture, and such certificate of the Trustee or of any Transfer Agent shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered under, and are entitled to the benefits of, the Indenture and that the Holder thereof is entitled to the benefits of the Indenture. Section 3.03. Transfer of Bonds. Unless otherwise provided in a Supplemental Indenture authorizing a Series of Bonds: (a) any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 3.05, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation or, if applicable, notation of the new Holder together with the signature of the Trustee or any applicable Transfer Agent on the back of such Bond or on a form of record attached to such Bond for such purpose, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. (b) Whenever any Bond shall be surrendered for transfer, the Trustee or any Transfer Agent shall authenticate and deliver a new fully registered Bond or Bonds duly executed by the City or, if applicable, shall deliver the same Bond, duly annotated with the new Holder and signed by the Tnistee or any applicable Transfer Agent on the back of such Bond or on a form of record attached to such Bond for such purpose, for ble aggregate principal amount. The Trustee or any Transfer Agent shall require the payment by the Bondholder requesting such transfer of any taxx or other governmental charge required to be paid with respect to such transfer. (c) The City, the Trustee and any Transfer Agent shall not be required (1) to issue, register the transfer of or exchange any Bond during a period beginning at the opening of business 15 days before the date of the mailing of a notice of redemption of Bonds selected for redemption wader Article IV and ending at the close of business on the day of such mailing, or (2) to register 40 Master Trust Indent►= — Conformcd Copy the transfer of or exchange any Bond so selected for redemption in whole or in part, except the unredeemed portion of Bonds being redeemed in part Section 3.04. Exchange of Bonds. Fully -registered Bonds may be exchanged at the principal corporate trust operations office of the Trustee or of any Transfer Agent for a like aggregate Principal amount of fully -registered Bonds of the same Series and maturity of authorized denominations. The Trustee or any Transfer Agent shall require the payment by the Bondholder requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. Except as otherwise provided in a Supplemental Indenture authorizing a Series of Bonds, no such exchange shall be required to be made subsequent to the Record Date. Section 3.05. Bond Registration Books. The Trustee will keep or cause to be kept, at its principal corporate trust operations office, sufficient books for the registration and transfer of Bonds, which shall at all times be open to inspection by the City; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds as hereinbefore provided. Section 3.06 Temporary Bonds. Any Series of Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of the Indenture as may be appropriate. Every temporary Bond shall be executed by the City and be authenticated by the Trustee or by any Transfer Agent upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the principal corporate trust operations office of the Trustee or of any Transfer Agent, and the Trustee or any Transfer Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate Principal amount of definitive fully -registered Bonds of authorized denominations, of the same Series and maturity or maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under the Indenture as definitive Bonds authenticated and delivered under the Indenture. Section 3.07. Bonds Mutilnt4 Lost, Destroyed or Stolen. if any Bond shall become mutilated, the City, at the expense of the Holder of such Bond, shall execute, and the Trustee or any Transfer Agent shall, at the expense of the Holder of such Bond, thereupon authenticate and deliver, a new Bond of like tenor in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee or any Transfer Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee or to any Transfer Agent shall be cancelled by it and delivered to, or upon the order of, the City. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and the Trustee and, if such evidence be satisfactory to both and indemnity as required by the Act or State law and satisfactory to the Trustee shall be given, the City, at the expense of the Holder of such Bond, shall execute, and the Trustee shall, at the expense of the Holder of such Bond, thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall be about to mature, instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof). Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall 41 Masw Tnjst Indenture — Conformed Copy constitute an additional contractual. obligation of the City, and shall be equally and proportionately entitled to the benefits of the Indenture with all other Bonds of the same Series secured by the Indenture. Neither the City nor the Trustee shall be required to treat both the original Bond and any duplicate Bond as being Outstanding for the purpose of determining the Principal amount of Bonds which may be issued hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and duplicate Bond shall be treated as one and the same. ARTICLE IV REDEMPTION OF BONDS Section 4.01, Privilege of Redemption of Bonds. Any Series of Bonds subject to redemption prior to maturity pursuant to a Supplemental Indenture shall be redeemable, upon notice being given, at such times, at such Redemption Prices and upon such terms as provided in this Article and (in addition to and consistent with the terms contained in this Article) in the Supplemental Indenture authorizing the issuance of the Bonds of such Series. Section 4.02. Selection of Bonds for Redemption. Except as otherwise provided in a Supplemental Indenture: (a) If less than all of the Bonds of any Series are called for redemption and if the Bonds of such Series shall mature on more than one date, the Bonds of such Series shall be redeemed from the Outstanding Bonds of such Series in such order of maturity as specified by the City. (b) If less than all of the Bonds of any Series maturing on any single date are called for redemption, the Trustee shall select the Bonds to be redeemed, from the Outstanding Bonds of such Series maturing on that date not previously called for redemption, in such manner as in the Trustee's sole discretion it shall deem appropriate and fair; provided, hawever, that subject to other applicable provisions of the Indenture or of any Supplemental Indenture, the portion of any Bond to be redeemed shall be in a Principal amount equal to a denomination in which Bonds of such Series are authorized to be issued. In selecting Bonds for redemption the Trustee shall treat each Bond as representing the number of Bonds which is obtained by dividing the Principal amount of each Bond by the minimum denomination in which such Series of Bonds is authorized to be issued. If part but not all of a Bond shall be selected for redemption, the Holder thereof or his attorney or legal representative shall present and surrender such Bond to the Trustee for payment of the Principal amount thereof so called for redemption and the redemption premium, if any, on such Principal amount. The City shalt execute and the Trustee or any Transfer Agent shall authenticate and deliver to or upon the order of such Holder or his legal representative, without charge therefor, a Bond or Bonds of the same maturity and bearing interest at the same rate as the Bond so surrendered for the unredeemed portion of the surrendered Bond. The Trustee shall promptly notify the City in writing of the Bonds or portions thereof selected for redemption. 42 Master Trust Indenture — Conformed Copy Section 4.03. Notice of Redemption. Except as otherwise provided in a Supplemental Indenture authorizing a Series of Bonds: (a) Notice of redemption shall be given by first class mail, postage prepaid, not less than 30 nor more than 45 days prior to the redemption date, to the registered owner of such Bond, at his address as it appears on the bond registration books of the Trustee or at such address as he may have filed with the Trustee for that purpose, but neither failure to mail any such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of any of the Bonds. Each notice of redemption shall state the redemption date, the place of redemption, the source of the funds to be used for such redemption, the Principal amount and, if less than all of the Bonds of any like Series and maturity are to be redeemed, the distinctive numbers of the Bonds to be redeemed, and shall also state that the interest on the Bonds or portions thereof in such notice designated for redemption shall cease to accrue from and after such redemption date and that on said date there will become due and payable on each of said Bonds the Redemption Price thereof and interest accrued thereon to the redemption date. (b) Notice of redemption shall be given by the Trustee for and on behalf and at the expense of the City, at the Written Request of the City given to the Trustee at least 60 days prior to the date fixed for redemption. The City shall deposit with, or otherwise make available to, the Trustee the money required for payment of the Redemption Price of and the accrued interest to the redemption date on all Bonds then to be called for redemption at least two Business Days before the date fixed for such redemption (c) If at the time of mailing of notice of redemption there shall not have been deposited with the Trustee moneys sufficient to redeem all Bonds called for redemption, such notice may state that it is conditional upon the deposit of moneys sufficient to redeem all Bonds with the Trustee not later than the redemption date, and such notice shall be of no effect unless such moneys are so deposited. If the notice contains such condition and if moneys sufficient to redeem all Bonds called for redemption have not been deposited with the Trustee by the redemption date, the notice of redemption shall be rescinded, none of the Bonds described in such notice shall be redeemed, the Redemption Price shall not be due and payable under the Indenture, and the Trustee shall, as soon as possible after the redemption date, give notice for and on behalf and at the expense of the City, by first class mail, postage prepaid, to the registered owners of the Bonds called for redemption of the rescission of such notice of redemption. Section 4L 04. Partial Redemption of Bonds; Disposition of Redeemed Bonds. Except as otherwise provided in a Supplemental Indenture authorizing a 'Series of Bonds: (a) Upon surrender of any Bond redeemed in part only, the City shall duly execute and the Trustee or any Transfer Agent shall authenticate and deliver to the registered owner thereof, at the expense of the City, a new Bond or Bonds of the same Series and maturity and of authorized denominations equal in aggregate Principal amount to the unredeemed portion of the Bond surrendered. (b) All Bonds redeemed in whole or in part pursuant to the provisions of this Article shall be cancelled by the Trustee or any Transfer Agent and shall thereafter be delivered to, or upon the order of; the City. 43 Master Trust Indenture — Conformed Copy Section 4.05. E,ff`eet of Redemption. Except as otherwise provided m a Supplemental Indenture authorizing a Series of Bonds, if notice of redemption has been duly given as aforesaid, and moneys for payment of the Redemption Price, together with interest to the redemption date on the Bonds so called for redemption, are held by the Trustee, then such Bonds shall, on the redemption date designated in such notice, become due and payable at the Redemption Price specified in such notice and interest accrued thereon to the redemption date; and from and after the date so designated interest on the Bonds so called for redemption shall cease to accrue. ARTICLE V PLEDGE OF REVENUES; ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF Section 5.01. The Pledge Effected by the Indenture.' The Bonds and the Repayment Obligations are special obligations of the City payable from and secured by the Revenues, moneys, securities and funds pledged therefor. There are hereby pledged for the payment of Principal, Redemption Price and interest on the Bonds and of Repayment Obligations in accordance with their terms and the provisions of the Indenture, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture, (1) the proceeds of We of the Bonds, (2) the Revenues, and (3) the Construction Fund, Principal and Interest Fund, Renewal and Replacement Fund, Revenue Fund and any other Funds hereafter established or confirmed by the indenture (except for any Rebate Fund) and pledged for the payment of Principal, Redemption Price and interest on the Bonds and of Repayment Obligations, including the investments, if any, thereof; subject to any required rebate of all or a portion of the earnings on such investments to the United States of America pursuant to the requirements of Section 148(f) of the Code. Section S 02. Establishment of Funds.' (a) The following Funds are hereby established: (1) Construction Fund, to be held by the Trustee, in which the Trustee shall establish a Project Account for each Project; and (2) Principal and Interest Fund, to be held by the Trustee, consisting of (A) a Bond Service Account, in which the Trustee shall establish a separate Series Subaccount for each Series of Bonds, and (B) a Debt Service Reserve Account, in which the Trustee may establish a separate Series Subaecount for one or more Series of Bonds. (3) Revenue Fund, to be held by the City; and (4) Renewal and Replacement Fund, to be held by the City. As amended by the Third Supplemental Indenture. As amended by the Third Supplemental Indenture. 44 Master Trust Indenture - Conformed Copy (b) The City may, by Supplemental Indenture, establish one or more additional Funds, accounts or subaccounts, including, but not limited to, a Rebate Fund. Section 103. Construction Fund. (a) There shall be paid into the Construction Fund the amounts required to be so paid by the provisions of the indenture or any Supplemental Indenture. (b) The Trustee shall establish within the Construction Fund a separate Project Account for each Project and may establish one or more subaccounts in each Project Account- (c) The proceeds of insurance maintained in connection with a Project during the period of construction of such Project against physical loss of or damage to properties of the System, or of contractors' performance bonds with respect thereto, pertaining to the period of construction thereof, shall be paid into the appropriate Project Account in the Construction Fund. (d) Amounts in each Project Account established for a Project shall be applied to pay the Cost of Construction of the Project. In the event and to the extent that proceeds of the sale of Bonds were deposited in a Project Account pursuant to Section 2.03(b)(2) to provide for the payment of capitalized interest, the Trustee shall, during the period for which such interest was capitalized, transfer from such Project Account, to the appropriate Series Subaccount in the Bond Service Account, the amounts required to pay interest on the Bonds when due, subject to any limitations contained in the Supplemental indenture authorizing such Bonds. (e) Before any payment is made from any Project Account by the Trustee (except for transfers into Series Subaccounts in the Bond Service Account to pay interest on the Bonds as contemplated in (d) above), the City shall file with the Trustee a Written Request of the City, showing with respect to each payment to be made, the name of the person to whom payment is due and the amount to be paid with payment instructions, and stating that the obligation to be paid was incurred and is a proper change against the Project Account. Each such Written Request shall be sufficient evidence to the Trustee: (A) that obligations in the stated amounts have been incurred by the City and that each item thereof is a proper charge against the applicable Project Account; and (B) that there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Request which has not been released or will not be released simultaneously with the payment of such obligation other than materialmen's or mechanics' liens accruing by mere operation of law. (f) Upon receipt of each such Written Request, the Trustee shall pay the amounts set forth therein as directed by the terms thereof. (g) The City shall maintain on file with the Trustee a schedule of dates on which the City estimates that money in each Project Account will be expended and the amounts estimated to be required on those dates. The City may revise such schedule at any time to reflect changes in the estimated dates and amounts. Amounts in the Construction Fund shall be invested and reinvested by the Trustee, in accordance with instructions received from an Authorized Officer of the City, to the fullest extent practicable in Investment Securities (or, to the extent permitted by a Supplemental Indenture executed and delivered pursuant to Section 10.02(a)(3), in other investments) maturing in such amounts and at such times as may be necessary to make funds 45 Master Tnust Indenture Conformed Copy available when needed. The Trustee may, and to the extent required for payments from the Construction Fund shall, sell any such Investment Securities at any time, and the proceeds of such sale, and of all payments at maturity and upon redemption of such investments, shall be held in the applicable Project Account in the Construction Fund. (h) Unless otherwise provided in a Supplemental Indenture authorizing a Series of Construction Bonds, all net income earned on any moneys or investments in the Project Account established in the Construction Fund for a Project shall be held in such Project Account and applied to pay Costs of Construction of the Project. (i) The substantial completion of construction of each Project shall be evidenced by a Written Certificate of the City, which shall be filed with the Trustee stating (1) that such Project has been substantially completed in accordance with the plans and specifications applicable thereto, (2) the date of such substantial completion and (3) the amounts, if any, required in the opinion of the signer or signers for the payment of any remaining part of the Cost of Construction of such Project. Upon the filing of such Certificate, the balance in the Project Account in the Construction Fund in excess of the amount, if any, stated in such Certificate shall, to the extent permitted under applicable law and covenants, including any covenants contained in any Tax Certificate, regarding the use of proceeds of the Bonds, and as directed in such Written Certificate or in a Supplemental Indenture, be (i) used to purchase Bonds as provided in Section 5.10, (ii) deposited into the Debt Service Reserve Account to fund any amounts required to be deposited therein, (iii) deposited into the Bond Service Account, (iv) transferred into another Project Account to pay Costs of Construction of a Project or (v) used for any other purpose for which proceeds of Bonds may be used under applicable law and covenants regarding the use of proceeds of Bonds. If subsequent to the filing of such Certificate, a supplemental Written Certificate of the City is filed with the Trustee stating that the balance of the money remaining in the Construction Fund is no longer needed to pay Costs of Construction of such Project, anyremaining balance in the Project Account in the Construction Fund shall, to the extent permitted under applicable law and covenants, including any covenants contained in any Tax Certificate, regarding the use of proceeds of the Bonds and as directed in such supplemental Written Certificate or in a Supplemental Indenture, be (i) used to purchase Bonds as provided in Section 5.10, (ii) deposited into the Debt Service Reserve Account to fund any amounts required to be deposited therein, (iii) deposited into the Bond Service Account, (iv) transferred into another Project Account to pay Costs of Construction of a Project or (v) used for any other purpose for which proceeds of Bonds may be used under applicable law and covenants regarding the use of proceeds of Bonds. Section 5.04, Revenues; Revenue Fund; Payment of Operation and Maintename Costs. I (a) All Revenues shall be promptly deposited by the City to the credit of the Revenue Fund, except that the proceeds of any interest subsidy with respect to the Bonds received by the City from any governmental body or agency may be deposited directly into the Principal and Interest Fund for credit to the Bond Service Account. There shall also be deposited into the As amended by the Third Supplemental Indenture. 46 Master Tnmt Indenture -- Conformed Copy Revenue Fund all amounts required to be so deposited by the indenture, including Sections 5.07(c), 6.15 and 10.02. (b) The Operation and Maintenance Costs shall be paid by the City from time to time as they become due and payable as a first charge on the Revenue Fund. (c) There shall be retained in the Revenue Fund, to the extent such amounts are not otherwise required to be transferred from the Revenue Fund pursuant to the provisions of Section 5.05, the amount required to be deposited into the Principal and Interest Fund in the next succeeding month. Section 5. 05. Flow of Funds.1 (a) On or before the fourth Business Day prior to the end of each month, after payment of unpaid Operation and Maintenance Costs then due, the City shall transfer from the Revenue Fund, to the extent of moneys available therein, and deposit, in the following order: (1) [Reserved], and (2) into the following Funds and Accounts, the amounts set forth below: (A) Into the Principal and Interest Fund: (i) for credit to the Bond Service Account, the amount, if any, required so that the balance in each of the Series Subaccounts in the Bond Service Account shall equal the Accrued Debt Service on the Series of Bonds and, to the extent required by the Supplemental indenture creating such Series Subaccount, on any Security Instrument Obligations for which such Series Subaccount was established; provided that if there are not sufficient moneys to satisfy the requirements of this subsection (A) with respect to all Series Subaccounts in the Bond Service Account, all moneys available for distribution among such Series Subaccounts shall be deposited into the Bond Service Account and distributed on a pro rata basis to the deficient Series Subacoounts in the Bond Service Account, such distribution to be determined by multiplying the amount available for distribution by the proportion that the deficiency for each Series Subaccount bears to the total deficiency for all Series Subaccounts; and provided further, that in the event and to the extent moneys have been deposited in any Project Account pursuant to Section 2.03(b)(2), such moneys shall be transferred from the appropriate Project Account and deposited into the appropriate Series Subaccount in the Bond Service Account in an amount sufficient to cause the balance in such Series Subaccount to equal the interest component of Accrued Debt Service on the Series of Bonds; and (ii) for credit to the Debt Service Reserve Account, without priority or preference as between subsections (A) or (B): As amended by the Tbird Supplemental Indenture. 47 Master Trust Indenture - Conformed Copy (A) if, after the issuance of a Series of Bonds, an amount equal to the Debt Service Reserve Requirement is not on deposit in. the Series Subaccount established in the Debt Service Reserve Account for such Series of Bonds because sufficient moneys for that purpose were not required by a Supplemental Indenture to be deposited into the Debt Service Reserve Account pursuant to the provisions of Section 2.02(a)(10), such amount as shall be required by the Supplemental Indenture authorizing such Series of Bonds, in not to exceed sixty (60) approximately equal monthly installments commencing no later than the business day immediately preceding the first interest payment date of such Series of Bonds, computed as of the contemplated date of issuance of such Series of Bonds, necessary to cause the balance in such Series Subaccount to equal the Debt Service Reserve Requirement; (B) if moneys shall ever have been paid out of any Series Subaccount in the Debt Service Reserve Account for the purpose specified in Section 5.07(b) or if for any other reason moneys in any Series Subaccount in the Debt Service Reserve Account shall have been removed and in either case if such moneys shall not have been replaced from any source, such amount as shall be necessary to cause either the amount so paid out of or removed from such Series Subaccount in the Debt Service Reserve Account to be replaced, or the amount to be on deposit in such Series Subaccount to be equal to the Debt Service Reserve Requirement attributable to the corresponding Series of Bonds, whichever is less; and (C) with respect to a Series of Bonds for which a Debt Service Reserve Requirement has been established pursuant to a Supplemental Indenture and for which the Debt Service Reserve Requirement has been increased because of a decline in the amount by which Net Revenues exceeded Aggregate Debt Service, such amount, in monthly installments, as shall be required by the Supplemental Indenture authorizing such Series of Bonds to cause the balance in such Series Subaccount to equal the Debt Service Reserve Requirement then existing for such Series of Bonds; provided that if there are not sufficient moneys in the Revenue Fund to satisfy the requirements of this subsection (ii), all moneys available for distribution among the Series Subaccounts in the Debt Service Reserve Account shall be deposited into the Debt Service Reserve Account and distributed pro rata based on the amount of the deficiencies to the deficient Series Subaccouunts in the Debt Service Reserve Account. (B) Into the Renewal and Replacement Fund: (i) if the Renewal and Replacement Fund Reserve Requirement shall ever be increased in accordance with the provisions of paragraph (d) of Section 5.08, the amount specified in a Written Certificate of the City identifying a schedule of sixty (60) approximately equal monthly deposits into the Renewal and 48 Master Trust Indenture— Conformed Copy Replacement Fund sufficient to cause the balance in the Renewal and Replacement Fund to equal the increased Renewal and Replacement Fund Reserve Requirement as required in paragraph (d) of Section 5.08; and (ii) if moneys shall ever have been paid out of the Renewal and Replacement Fund and shall not have been replaced from any source, the amount of money necessary, in not to exceed one hundred twenty (120) approximately equal monthly installments, to cause the amount so paid out of the Renewal and Replacement Fund to be replaced, or to cause to be on deposit in the Renewal and Replacement Fund an amount equal to the Renewal and Replacement Fund. Reserve Requirement, whichever is less; provided, however, that so long as there shall be held in the Principal and Interest Fund, excluding any Reserve Instrument Coverage, an amount sufficient to pay in full all Outstanding Bonds and all outstanding Repayment Obligations in accordance with their terms (including Principal or applicable sinking fund Redemption Price and interest thereon), no deposits shall be required to be made into the Principal and Interest Fund. (b) Amounts remaining in the Revenue Fund at the end of each month after payment of the amounts required by subsection (a) of this Section maybe applied by the City, free and clear of the lien of the Indenture, to any one or more of the following, to the extent permitted by law: (1) the purchase or redemption of any Bonds and payment of expenses in connection therewith; (2) payments of principal or redemption price of and interest on any bonds, including general obligation or junior lien revenue bonds of the City, issued to acquire improvements or extensions to the System; (3) payments into any Project Account or Accounts established in the Construction Fund for application to the purposes of such Accounts; (4) payment of the costs of capital improvements to the System; and (5) any other lawful purpose of the City. (c) Upon any purchase or redemption, pursuant to subsection (b) of this Section, of Bonds of any Series and maturity for which Sinking Fund Installments shall have been established, the principal amount of such Bonds shall be credited toward such Sinking Fund Installments in such order of their due dates as directed by the City, unless the City shall elect to have the Sinking Fund Installments next due credited as provided in Section 5.06(c).1 Section 5.06. Principal and Interest Fund - Bond Service Account. (a) Each Supplemental Indenture providing for the issuance of a Series of Bonds shall establish a separate Series Subaccount in the Bond Service Account for each such Series of Bonds issued provided, however, that such a separate Series Subaccount need not be established in the Principal and Interest Fund for a Series of Bonds if such Series of Bonds is secured by Series Subaccount in the Debt Service Reserve Account that also secures one or more other Series of Bonds as contemplated by Section 5.07(a) (in which case the Supplemental Indenture may provide for the payment of principal and interest on such Series of Bonds from the same Series Subaccount in the Principal and Interest Fund as the principal and interest on such other Series of Bonds are payable from). There shall be deposited into each Series Subaccount the amounts required to be so deposited As further amended by the Eighth Supplemental Indenture. 49 Master Trust Indenture — Conformed Copy pursuant to Section 5.05(a)(A)(i). Any payments made by a Security Instrument Issuer with respect to a Series of Bon shall be deposited into the Series Subaccount in the Bond Service Account relating to such Series of Bonds, subject to the provisions of the Supplemental Indenture authorizing the issuance of such Series of Bonds. (b) The Trustee shall pay out of the appropriate Series Subaccount in the Bond Service Account to the respective Paying Agent (1) on or before each interest payment date for each Series of Bonds, the amount required for the interest payable on such date; (2) on or before each Principal Installment due date, the amount required for the Principal Installment payable on such due date; and (3) on or before any redemption date for each Series of Bonds, the amount required for the payment of Redemption Price of and accrued interest on such Bonds then to be redeemed. Such amounts shall be applied, by the Paying Agents to pay Principal Installments and Redemption Price of, and interest on the related Series of Bonds. The Trustee shall pay out of the appropriate Series Subaccount in the Bond Service Account to the Security Instrument Issuer, if any, that has issued a Security Instrument with respect to such Series of Bonds an amount equal to any Security Instrument Repayment Obligation then due and payable to such Security Instrument Issuer. If payment is so made on Pledged Bonds held for the benefit of the Security Instrument Issuer, a corresponding payment on the Security Instrument Repayment Obligation shall be deemed to have been made (without requiring an additional payment by the City) and the Trustee shall keep its records accordingly. (c) Except as otherwise provided in a Supplemental Indenture authorizing a Series of Bonds, amounts accumulated in any Series Suhaccount in the Bond Service Account with respect to any Sinking Fund Installment (together with amounts acaurnulated therein with respect to interest on the Bonds for which such Sinking Pund Installment was established) shall, if so directed by the City in a Written Request not less than 30 days before the due date of such Sinking Fund Installment, be applied by the Trustee to (1) the purchase of Bonds of the Series and maturity for which such Sinking Fund Installment was established, (2) the redemption at the applicable sinking fund Redemption Price of such Bonds, if then redeemable by their terms, or (3) any combination of (1) and (2). AlI purchases of any Bonds pursuant to this subsection (c) shall be made at prices not exceeding the applicable sinking fund Redemption Price of such Bonds plus accrued interest, and such purchases shall be made in such manner as the City shall direct the Trustee. The applicable sinking fund Redemption Price (or Principal amount of maturing Bonds) of any Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Service Account until such Sinking Fund Installment date for the purpose of calculating the amount of such Account. As soon as predicable after the 50th day preceding the due date of any such Sinking Fund Installment, the 'Trustee shall proceed to call for redemption on such due date, by giving notice as required by the Indenture, Bonds of the Series and maturity for which such Sinking Fund Installment was established (except in the case of Bonds maturing on a Sinking Fund Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Sinking Fund Installment. The Trustee shall pay out of the appropriate Series Subaccount in the Bond Service Account to the appropriate Paying Agents, on or before such redemption date (or maturity date), the amount required for the redemption of the Bonds so called for redemption (or for the payment of such Bonds then maturing), and such amount shall be applied by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase or redemption of Bonds shall be paid by the City as an Operation and Maintenance Cost. 50 Master Trust Indenture — Conformed Copy Section S.OZ Principal and Interest Fund -Debt Service Reserve Account. (a) Each Supplemental Indenture providing for the issuance of a Series of Bonds may establish in the Debt Service Reserve Account a separate Series Subaccount for each such Series of Bonds issued and, if established, shall specify the Debt Service Reserve Requirement to be on deposit in such Series Subaccount. (b) If on the third Business Day prior to the end of any month, after the deposit of moneys required by Section 5.45(a)(A)(i) the amount in any Series Subaccount in the Bond Service Account shall be less than the amount required to be in such Series Subaccount, the Trustee shall (1) apply amounts from the corresponding Series Subaccount, if any, in the Debt Service Reserve Account to the extent necessary to make good the deficiency; and (2) to the extent that moneys and investments available in the corresponding Series Subaccount, if any, in the Debt Service Reserve Account are not sufficient to eliminate the deficiency in the Series Subaccount in the Bond Service Account and Reserve Instruments are in effect for the corresponding Series of Bonds, immediately make a demand for payment on all such Reserve Instruments, to the maximum extent authorized by such Reserve Instruments, in the amount necessary to make up such deficiency, and immediately deposit such payment upon receipt thereof in the appropriate Series Subaccount in the Bond Service Account. (c) Whenever the moneys on deposit in a Series Subaccount in the Debt Service Reserve Account, including investment earnings and Reserve Instrument Coverage with respect thereto, shall exceed the Debt Service Reserve Requirement for such Series Subaccount, such excess shall be transferred by the Trustee to the corresponding Series Subaccount in the Bond Service Account and shall be used to pay Debt Service on the related Bonds, subject to any limitations contained in the Tax Certificate relating to such Bonds. (d) Whenever the amount in a Series Subaccount m the Debt Service Reserve Account, excluding any Reserve Instrument Coverage, together with the amount in the corresponding Series Subaccount in the Bond Service Account for a Series of Bonds, is sufficient to pay in full all Outstanding Bonds of such Series and related Repayment Obligations in accordance with their terms (including Principal or applicable sinking fund Redemption Price and interest thereon), the funds on deposit in such Series Subaccount in the Debt Service Reserve Account shall be transferred to the corresponding Series Subaccount in the Bond Service Account and no deposits shall be required to be made into such Series Subaccount in the Debt Service Reserve Account. (e) Unless otherwise provided in a Supplemental Indenture authorizing a Series of Bonds, in calculating the amount on deposit in a Series Subaccount in the Debt Service Reserve Account, the amount of the Reserve Instrument Coverage for the corresponding Series of Bonds will be treated as an amount on deposit in such Series Subaccount in the Debt Service Reserve count. So long as any Series of Bonds rated by a Rating Agency is Outstanding, the City agrees that it will not invest moneys held in a Series Subaccount in the Debt Service Reserve Account in a Reserve Instrument without providing notice of such investment to such Rating Agency. (f) Unless otherwise specified in the Supplemental Indenture authorizing a Series of Bonds, no Reserve Instrument for such Series of Bonds shall be allowed to expire unless and until cash has been deposited into the appropriate Series Subaccount in the Debt Service Reserve Account, or a new Reserve Instrument has been issued in place of the expiring Reserve Instrument, 51 Master Trust Indenture — Conformed Copy in an amount or to provide coverage at least equal to the Debt Service Reserve Requirement for the corresponding Series of Bonds. Section 5.0& Renewal and Replacement Fund. 1 (a) The amounts in the Renewal and Replacement Fund shall, from time to time, be applied by the City to the payment of extraordinary Operation and Maintenance Costs, and contingencies, including the prevention or correction of any unusual loss or damage to the System to the extent not covered by the proceeds of insurance or other moneys recoverable as a result thereof (b) If on the third Business Day prior to the end of any month the amount in any Series Subaccount in the Bond Service Account shall be less than the amount required to be in such Series Subaccount in the Bond Service Account pursuant to Section 5.05(a)(A)(i), and there shall not be on deposit in the corresponding Series Subaccount in the Debt Smsvice Reserve Account sufficient moneys to cure such deficiency, the Trustee shall request that the City transfer from the Renewal and Replacement Fund and deposit into such Series Subaccount in the Bond Service Account the amount necessary (or all the moneys in the Renewal and Replacement Fund, if less than the amount necessary) to make up such deficiency; provided that to the extent that such deficiencies occur in more than one Series Subaccount in the Bond Service Account and there are insufficient moneys available in the Renewal and Replacement Fund to make up such deficiencies, the amount transferred and deposited from the Renewal and Replacement Fund shall be distributed on a pro rata basis to the deficient Series Subaccounts in the Bond Service Account based on the proportion that the total funds available to remedy the total deficiency bears to the deficiency for each Series of Bonds. (c) At the end of each Fiscal Year any balance of moneys or Investment Securities in the Renewal and Replacement Fund in excess of the Renewal and Replacement Fund Reserve Requirement and not required to meet any deficiency in the Bond Service Account or needed for any of the purposes for which the Renewal and Replacement Fund was established, shall be transferred by the City and deposited into the Revenue Fund. Section 5.09. Purchase of Bonds. The City may, to the extent permitted under applicable law and covenants, including any covenants contained in any Tax Certificate, purchase Bonds of any Series from any available funds at public or private sale, as and when and at such prices as the City may in its discretion determine. All Bonds so purchased shall at such times as shall be selected by the City be delivered to and cancelled by the Trustee or any Registrar and shall thereafter be delivered to, or upon the order of, the City, and no Bonds shall be issued in place thereof. In the case of the purchase of Bonds of a Series and maturity for which Sinking Fund Installments shall have been established, the City shall, by a Written Request of the City delivered to the Trustee, elect the manner in which the Principal amount of such Bonds shall be credited toward Sinking Fund Installments, consistent with the procedures of Section 5.06(c). As amended by the Eighth Supplemental Indenture. 52 Mas= Trust Indenture - Conformed Copy ARTICLE VI: COVENANTS OF THE CITY Section 6.01. Punctual Payment of Bonds. The City will punctually pay or cause to be paid the Principal, Redemption Price and interest on the Bonds and any Repayment Obligations in strict conformity with the terms of the Bonds, any Security Instrument Agreement, any Reserve Instrument Agreement and the indenture, and the City will punctually pay or cause to be paid all Sinking Fund Installments which may be established for any Series of Bonds. Section & 02 Construction of Projects. If the City undertakes the acquisition or construction of a Project, the City shall cause the acquisition or construction to be accomplished in a sound and economic manner and as expeditiously as is practicable. Section 6. 03. Against Encumbrances. The City will not create, and will use its good faith efforts to prevent the creation of, any mortgage or lien upon the System or any property essential to the proper operation of the System or to the maintenance of the Revenues. The City will not create, or permit the creation of any pledge, lien, charge or encumbrance upon the Revenues except only as provided in or permitted by the Indenture. Section 6.04. .Against Sale or Other Disposition of Property Except Under Conditions. The City will not sell or otherwise dispose of any property essential to the proper operation of the System or themaintenance of the Revenues, provided that this covenant shall not be construed to prevent the disposal by the City of property which in its judgment has become inexpedient to use in connection with the System when other property of equal value is substituted therefor. The City will not enter into any lease or other agreement which impairs or impedes the operation of the System or which impairs or impedes the rights of the Bondholders with respect to the Revenues. The Trustee shall have no responsibility with respect to any such leases or agreements entered into by the City. Section & 05. Operation and Maintenance. The City will cause the System to be operated continuously, to the extent practicable under conditions as they may from time to time exist, in an efficient and economical manner, and will at all times cause to be maintained, preserved and kept, the System, including all parts thereof and appurtenances thereto, in good repair, working order and condition, and in such manner that the operating efficiency thereof will be of high character, and the City will from time to time cause to be made all necessary and proper repairs and replacements so that the rights and security of the Holders of the Bonds may be fully protected and preserved. Section & 06. Qualified Engineer. The City will at all times have under engagement a Qualified Engineer to assist it as appropriate, who shall advise the City concerning matters affecting the general operation of the System and make recommendations regarding said operations and construction of improvements and extensions thereto. Section (07. Power to Own the System and Collect Rates and Fees. The City has, and will have so long as any Bonds are Outstanding or Repayment Obligations are outstanding, good, 53 Master Trust Indenture — Conformed Copy right and lawful power to own the System and to fix and collect rates, fees and other charges in connection with the System. Section 6 08. Maintenance ofRevenues.' (a) The City will at all times: (l) faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State; and (2) comply with all terms, covenants and provisions, express and implied, of all contracts and agreements entered into by it for System use and services and all other contracts or agreements affecting or involving the System or the business of the City with respect thereto. The City shall promptly collect all charges due for System use and service supplied by it as the same become due, and shall at all times maintain and enforce its rights against any person who does not pay such charges. To the extent permitted by law the City will bill each customer receiving water, sewer, storm water, street lighting and other public utilities services included in the System in a single bill, will refuse to accept payment for any of such services unless payment for the other services is also made, and if payment for any of such service is permitted to become delinquent and remain so for the period established by the City, will, if practicable, discontinue the service of water to any premises the owner, tenant or occupant of which shall be so delinquent, and will not recommence the supply of water to such premises until all delinquent charges with penalties shall have been paid in full. This paragraph shall not be construed as requiring the City to refuse partial payment of any bill for services of the System, so long as such payment is applied proportionately to charges for each of such services. (b) The City will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such Supplemental Indentures and such further accounts, instruments and transfers as the Trustee may reasonably require for the better assuring, pledging and confirming to the Trustee all and singular the Revenues and the other amounts pledged hereby to the payment of the principal of, Redemption Price and interest on the Bonds. The City will not sell, convey, mortgage, encumber or otherwise dispose of any part of the Revenues, except as otherwise permitted hereunder. (c) Except under contractual arrangements in effect on the date of the execution and delivery of the Indenture, the City will not permit service to be supplied by the System to the City or any department ihereot or to any person, firm, corporation, public or private, or to any public agency or instrumentality without due consideration to be received in exchange. All payments so made shall be considered Revenues and shall be applied in the manner hereinabove provided for the application of the other Revenues. (d) The City, so far as it legally may, covenants and agrees for the protection and security of the Bonds and the Bondholders from time to time that it will not grant a franchise for the operation of any competing System in the boundaries of the City until all the Bonds shall have been retired. As amended by the Eighth Supplemental indenture. 54 Master Trust indenture — Conformed Copy Section & 09. Observance of Laws and Regulations. The City will well and truly keep, observe and perform all valid and lawful obligations or orders or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States of America or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege, license or franchise now owned or hereafter acquired by the City, including its right to exist and carry on business, to the end that such rights, privileges, licenses and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired; provided, however, that the City shall not be required to comply with any such orders so long as the validity or application thereof shall be contested in good faith. Section 6.10. Payment of Taxes and Claims. The City will, from time to time, duly pay and discharge, or cause to be paid and discharged, any taxes, assessments or other governmental charges lawfully imposed upon any of the properties of the System or upon the Revenues, when the same shall become due, and will duly observe and conform to all valid requirements of any governmental authority relative to any such properties. The City will keep the System and all parts thereof free from judgments, mechanics' and materialmen's liens (except those arising by mere operation of law from the construction of any Proj ect and other improvements of the System which are paid in due course) and free from all other liens, claims, demands and encumbrances of whatsoever prior nature or character, to the end that the priority of the lien of the Indenture on the Revenues may at all times be maintained and preserved, and be free from any claim or liability which might embarrass or hamper the City in conducting its business. Section 6.11. Insurance.' Subject in each case to the condition that insurance is obtainable at reasonable rates and upon reasonable terms and conditions: (a) The City will procure and maintain, or cause to be procured and maintained, at all times while any Bonds shall lie Outstanding, insurance on the System and public liability insurance in such amounts and against such risks as are usually insurable in connection with similar facilities and are normally carried by municipalities engaged in the operation of similar properties, such insurance shall be maintained with responsible insurers or shall be self-insurance in the manner and to the extent authorized or permitted by law; and (b) The City will secure and maintain adequate fidelity insurance or bonds on all officers and employees handling or responsible for funds of the City related to the System provided, however, that nothing in this Section shall be construed in such manner as to result in making the Bonds an indebtedness of the City, and if it shall ever be held by any court of competent jurisdiction that any or all of the provisions of this Section are invalid or that the enforcement of the provisions of this Section would make the Bonds invalid or unenforceable, said provisions of this Section shall be considered to be null and void. As amended by the Eighth Supplemental Indenture. 55 Master Trust indenture — Conformed Copy The Trustee shall have no duty to verify the insurance or to determine if such insurance is sufficient for purposes of this Section 6.11. Section 612. Accounts and Reports.' (a) The City will at all times keep, or cause to be kept, proper books of record and accounts, separate and apart from all other records and accounts of the City, in which complete and accurate entries shall be made of all transactions relating to the System and the Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Trustee, any Security Instrument Issuer or the Holders of not less than five percent (5%) of the Bonds then Outstanding, or their representatives authorized in writing. (b) The City will place on file with the Trustee and with any Security Instrument issuer annually within two hundred ten (210) days after the close of each Fiscal Year, so long as any Bonds are Outstanding, a financial statement in reasonable detail for the preceding Fiscal Year showing the Revenues, all expenditures from the Revenues for Operation and Maintenance Costs and other expenditures from the Revenues applicable to the System and the resulting Net Revenues available for Debt Service, together with a balance sheet in reasonable detail reflecting the financial condition of the System, including the balances of all Funds relating to the System as of the end of each Fiscal Year, which financial statement and balance sheet shall be accompanied by an Accountant's Certificate. Each such audit, in addition to whatever matters may be thought proper by the Qualified Public Accountant to be included therein, shall include the following: (1) Comments regarding the manner in which the City has carried out the requirements of this Indenture and recommendations for any change or improvement in the accounting operations of the System. (2) A statement as to whether or not the Net Revenues for such Fiscal Year were equal to at least 1.25 times the aggregate Debt Service for such Fiscal Year. Simultaneously with the filing of such financial statement, there shall be filed with the Trustee and with any Security Instrument Issuer whose Security Instrument is in full force and effect with respect to any Series of Bonds Outstanding a report of indenture compliance conducted by the firm of Qualified Public Accountants which signed the Accountants' Certificate attached to such financial statement. (c) The reports, statements and other documents required to be furnished to the Trustee pursuant to any provisions of the Indenture shall be available for inspection by Bondholders at the principal corporate trust office of the Trustee and shall be mailed to each Bondholder, investment banker, security dealer or other person interested in the Bonds, at their cost, who shall file a Written request therefor with the City. (d) The City shall file with the Trustee and with any Security Instrument Issuer: (i) forthwith upon becoming aware of any event of default under Article IX or other default in the performance by the City of any covenant, agreement or condition contained in the Indenture, a Written Certificate of the City specifying such default; and (ii) not later than two hundred ten (210) As amended by the Eighth Supplemental Indenture. 56 Master Trust Indenture — Conformed Copy days following the end of each Fiscal Year a Written Certificate of the City stating that, to the best of the knowledge and belief of the Authorized Officer of the City executing such Written Certificate, except for any default then existing which shall have been specified in the Written Certificate of the City referred to in (i) above, the City has kept, observed, performed and fulfilled each and every one of its covenants and obligations contained in the Indenture and there does not exist at the date of such Written Certificate any default by the City under the Indenture or any event of default under Article IX or other event which, with the lapse of time specified in Section 9.01, would become an event of default under Article IX, or, if any such default or event of default under Article IX or other event shall so exist, specifying the same and the nature and status thereof. Section 6.13. Rates and Charges. (a) In order to assure full and continuous performance of the covenants contained in Sections 6.01 and 6.08 with a margin for contingencies and temporary unanticipated reduction in Revenues, the City covenants and agrees to establish, fix, prescribe, continue and collect (directly or through leases, use agreements or other agreements, or licenses or ordinances) rates and charges for the sale or use of the System services furnished by the City which, together with other income, are reasonably expected to yield Net Revenues at least equal to the Rate Covenant Requirement for the forthcoming Fiscal Year. The term "Rate Covenant Requirement" shall mean an amount equal to at least (1) 125% of the Aggregate Debt Service excluding amounts payable on Repayment Obligations for the Fiscal Year, (2) 100% of the Repayment Obligations, if any, which will be due and payable during the forthcoming Fiscal Year and (3) 100% of the amounts, if any, then required by the Indenture to be deposited into the Debt Service Reserve Account during the forthcoming Fiscal Year. (b) if the annual financial statement made in accordance with the provisions of Section 6.12(b) relating to Revenues discloses that during the period covered by such financial statement the Net Revenues were not at least equal to the Rate Covenant Requirement, the City shall not be in default under this Section if, within 60 days after the date of such financial statement (1) the City obtains recommendations from a Qualified Engineer as to the revision of the rates, charges and fees necessary to produce Net Revenues at least equal to the Rate Covenant Requirement and (2) the City, on the basis of such recommendations, revises the schedule of rates, charges and fees insofar as is practicable and revises Operation and Maintenance Costs so as to produce Net Revenues at least equal to the Rate Covenant Requirement. Section &14. Maintenance of Paying Agents. The City shall cause the Trustee to pay to the Paying Agents, to the extent of the moneys held by the Trustee for such payment, funds for the prompt payment of any Principal, Redemption Price and interest on the Bonds to be paid by such Paying Agents. Section 6.15. Eminent Domain.' If all or any part of the System shall be taken by eminent domain proceedings or conveyance in lieu thereof, the net proceeds realized by the City therefrom shall be deposited with the Trustee in a special fund in trust and shall be applied and disbursed by the Trustee subject to the following conditions: (a) If such funds are sufficient to provide for the payment of the entire amount of Principal due or to become due upon all of the Outstanding Bonds and outstanding Repayment As amended by the Third Supplemental Indenture. 57 Master Tnist Indenture — Conformed Copy Obligations, together with aU of the interest due or to become due thereon and any redemption premiums thereon, so as to enable the City to retire all of the Bonds then Outstanding, either by call and redemption at the then current Redemption Prices or by payment at maturity or partly by redemption prior to maturity and partly by payment at maturity, and to pay all Repayment Obligations, the Trustee shall apply such moneys to such retirement or payment, as appropriate, and to the payment of such interest. Pending the application of such proceeds for such purpose, such moneys shall be invested by the Trustee, at the Written Request of the City, in Government Obligations. The balance of such moneys, if any, shall be transferred to the City. (b) If such proceeds are insufficient to provide the moneys required for the purposes set forth in subsection (a) of this Section, the City shall file with the Trustee a Written Request of the City requesting the Trustee to apply such proceeds for one of the following purposes- (1) If such Written Request requests the Trustee to apply such proceeds to the purchase, redemption or retirement of Bonds, the Trustee shall apply such proceeds to the purchase, redemption or retirement of Bonds then Outstanding and Repayment Obligations then outstanding. If more than one Series of Bonds is then Outstanding, such proceeds shall be applied pro rata among each such Series to the purchase, redemption or retirement of the Bonds of each such Series and the payment of Repayment Obligations in the proportion which the Principal amount of Bonds of each such Series then Outstanding and Repayment Obligations then outstanding bears to the aggregate Principal amount of all Bonds then Outstanding; and Repayment Obligations then outstanding. Pending the application of such proceeds for such purpose, such moneys shall be invested by the Trustee, at the Written Request of the City, in Government Obligations. (2) If such Written Request requests the Trustee to deliver such proceeds to the City to apply to the cost of additions, improvements or extensions to the System, the City shall also file with the Trustee an Engineer's Certificate showing the loss in annual Revenues if any, suffered, or to be suffered, by the City by reason of such eminent domain proceedings, together with a general description of the additions, improvements or extensions to the System then proposed to be acquired or constructed by the City from such proceeds. If, in the opinion of the City (evidenced by a Written Certificate of the City filed with the Trustee), which shall be final, the additional Revenues to be derived from such additions or improvements will sufficiently offset the loss of Revenues resulting from such eminent domain proceedings so that the ability of the City to meet its obligations hereunder will not be substantially impaired, the Trustee shall pay such proceeds to the City. The City, in reaching such determination, may rely upon the Engineer's Certificate. The City shall hold such proceeds in trust and apply them to the acquisition or construction of the additions, improvements or extensions substantially in accordance with such Engineer's Certificate. The City shall acquire or construct such additions or improvements in a sound and economic manner and as expeditiously as is practicable. Any balance of such proceeds not required by the City for such additions, improvements or extensions shall be deposited into the Revenue Fund- (3) If such Written Request requests the Trustee to transfer such proceeds to the City for deposit into the Revenue Fund upon the basis that such eminent domain proceedings have had no effect, or at the most a relatively immaterial effect, upon the 58 Master Trust Indentuo — Conformed Copy security of the Bonds, the City shall also file with the Trustee an Engineer's Certificate stating that such eminent domain proceedings have not substantially impaired or affected the operation of the System or the ability of the System to produce Net Revenues at least equal to the Rate Covenant Requirement. Upon receipt of such Written Request and such Engineer's Certificate, the Trustee shall transfer such proceeds to the City for deposit into the Revenue Fund. Section 6.16 Reconstruction of the System; Application of Insurance Proceeds. If any useful portion of the System shall be damaged or destroyed, the City shall, as expeditiously as is practicable, continuously and diligently prosecute or cause to be prosecuted the reconstruction or replacement thereof; unless the City shall file with the Trustee an Engineer's Certificate to the effect that such reconstruction or replacement is not in the interests of the City and the Bondholders. The proceeds of any insurance paid on account of such damage or destruction, other than business interruption loss insurance or public liability insurance, shall, if the appropriate Project Account in the Construction Fund has not been closed, be paid into the Construction Fund as provided in Section 5.03(c), or if the Construction Fund has been closed, shall be held by the Trustee in a special account and made available for, and to the extent necessary applied to, the cost of such reconstruction or replacement, if any. Pending such application, which shall be made in accordance with Section 5.03, such proceeds may be invested by the Trustee at the Written Request of the City in Investment Securities which mature not later than such times as shall be necessary to provide moneys when needed to pay such cost of reconstruction or replacement. Subject to the provisions of the Prior Lien Resolution, any balance of such proceeds of insurance not needed to pay such cost of reconstruction or replacement shall be applied in the same manner as provided in Section 5.03(i). Section 6.17. Compliance with Indenture. The City will not issue, or permit to be issued, any Bonds in any manner other than in accordance with the provisions of the Indenture and will not suffer or permit any default to occur under the Indenture, but will faithfully observe and perform all the covenants, conditions and requirements hereof. The City will make, execute and deliver any and all such further indentures, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Indenture, and for the better assuring and confirming unto the Holders of the Bonds, the Security Instrument Issuers and the Reserve Instrument Issuers of the rights, benefits and security provided in the Indenture. The City for itself, its successors and assigns, represents, covenants and agrees with the Holders of the Bonds, as a material inducement to the purchase of the Bonds, and with the Security Instrument Issuers and Reserve Instrument Issuers as a material inducement to the issuance of Security Instruments and Reserve Instruments, that it will faithfully perform all of the covenants and agreements contained in the Indenture and the Bonds. Section d.1 h. Power to Issue Bonds and Pledge Revenues and Other Funds. The City is duly authorized under all applicable laws to create and issue the Bonds and to execute and deliver the Indenture and to pledge the Revenues and other moneys, securities and funds purported to be pledged by the Indenture in the manner and to the extent provided in the Indenture. The Bonds and the provisions of the Indenture are and will be the valid and legally enforceable obligations of the City in accordance with their terms and the terms of the Indenture. The City shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Revenues and other moneys, securities and Funds pledged under the Indenture and all the rights of the Bondholders, 59 Mastar Trust Indenture - Confonned Copy the Security Instrument Issuers and the Reserve Instrument Issuers under the Indenture against all claims and demands of all persons whomsoever. Section 6.19. Existence of City. The City will maintain its corporate identity and shall make no attempt to cause its corporate existence to be abolished and shall resist all attempts by other municipalities to annex all or any part of the territory now or hereafter in the City. Section 6.2& General. (a) The City shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of the Act and the Indenture. (b) Upon the date of issuance and delivery of any of the Bonds, all acts, conditions and things required by law and the Indenture to exist, to have happened and to have been performed precedent to and in connection with the issuance of such Bonds shall exist, have happened and have been performed in regular and in due time, form and manner as required by law and the City will have duly and regularly complied with all applicable provisions of law and will be duly authorized to issue the Bonds under the Act in the manner and upon the terms as in the Indenture provided. ,Section 6.2L Prior Lien Resolution.' The City shall not hereafter issue any additional bonds or notes or other obligations pursuant to the provisions of the Prior Lien Resolution and the lien of the Prior Lien Resolution is hereby closed for all purposes. ARTICLE VII THE TRUSTEE, THE PAYING AGENTS AND THE TRANSFER AGENTS Section 7.OL Trustee. (a) The City hereby appoints U.S. Bank National Association as the initial Trustee hereunder to act as the legal depositary of the City for the purpose of receiving all moneys which the City is required to pay to the Trustee hereunder and to hold, allocate, use and apply the same as provided in the Indenture. The Trustee hereby accepts and agrees to execute the trusts hereby created upon the terms set forth herein. The Trustee shall act as the legal depositary of the City for the purpose of receiving all moneys which the City is required to pay to the Trustee hereunder, and to hold, allocate, use and apply the same as provided in the Indenture. The Trustee shall also act as registrar and Transfer Agent for the Bonds, with the duties herein provided, and shall also act in accordance with the duties specified in Section 3.02(a). In acting as registrar and Transfer Agent, the Trustee shall be the agent of the City. (b) The Trustee may at any time resign or be discharged of its duties and obligations hereby created by giving not less than 60 days' written notice to the City, specifying the date when such resignation shall take effect, and mailing notice thereof; to the Holders of all Bonds then Outstanding, and such resignation shall take effect on the day specified in such notice unless previously a successor shall have been appointed as hereinafter provided, in which event such resignation shall take effect immediately upon the appointment of such successor; provided, Added by the Third Supplemental Indentum. As amended by the Third Supplemental Indenture. 60 Master Trust Indenture — Conformed Copy however, that such resignation of the Trustee shall in no event take effect until such successor shall have been appointed and accepted the duties of Trustee. (c) The City may at any time remove the Trustee initially appointed or any successor thereto by a written direction providing for such removal, for the appointment of a successor, and for the effective date of the change of Trustee; provided, however, that such removal of the Trustee shall in no event take effect until such successor shall have been appointed and accepted the duties of Trustee by the execution of a Supplemental Indenture. A copy of such resolution shall be mailed by first class mail to the Trustee.I (d) Notice of the resignation or removal of the Trustee and the appointment of a successor shall be mailed by first class mail to the registered Holders of all Bonds then Outstanding, the Information Services, the NRMSIRs and to each Security Instrument Issuer and Reserve Instrument issuer then having a Security Instrument or Reserve instrument outstanding, within 30 days after adoption by the Council of the resolution providing for such appointment. Any successor Trustee appointed by resolution adopted subsequent to the issuance of the first Series of Bonds issued hereunder shall be a bank or trust company with a capital, undivided profits and surplus of not less than $50,000,000. (e) If no successor Trustee shall have been appointed and shall have accepted appointment within 45 days of giving notice of the resignation or removal of the Trustee as aforesaid, the Trustee or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Section 7.02. Paying Agents, Appointment and Acceptance of Duties, Removal. The City shall appoint Paying Agents for the Bonds of each Series pursuant to Supplemental Indentures. Each Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by the Indenture by executing and delivering to the City and to the Trustee a written acceptance thereof. The City may remove any Paying Agent and any successor thereto, and appoint a successor or successors thereto; provided however, that any such Paying Agent designated by the City shall continue to be a Paying Agent of the City for the purpose of paying the Principal and Redemption Price of and interest on the Bonds until the designation of a successor as such Paying Agent. Each Paying Agent is hereby authorized to redeem Bonds when duly presented to it for payment or redemption, which Bonds shall thereafter be delivered to the Trustee for cancellation. Seddon 7.03. Terms and Conditions of the Trusts. Notwithstanding any other provision of this Indenture to the contrary, the Trustee shall, prior to an Event of Default, and after the curing of all Events'of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations of the Trustee shall be read into this Indenture. Subject to Article IX and Section 7.03(1) hereof, the Trustee shall, during the existence of any Event of Default (which has not been cured), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs_ As amended by the Eighth Supplemental Indenturc. 61 Master Trust Indenture — Conformod Copy The Trustee shall perfarm such duties, rights and powers only upon and subject to the following express terms and conditions: (a) The Trustee shall perform such duties and only such duties as are specifically set forth in the Indenture. The duties and obligations of the Trustee shall be determined solely by the express provisions of the Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in the Indenture, and no implied covenants or obligations shall be read into the Indenture against the Trustee. (b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall not be answerable for the conduct of any of the same who have been selected by it with ordinary care in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of ousts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof, The Trustee may act upon the opinion or advice of any attorney for the City or any other attorneys, if, in the case of such other attorneys, they are approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or non -action in good faith in reliance upon such opinion or advice. The Trustee shall not be liable for any error of judgment made in good faith by any of its officers or employees unless it shall be proved that the Trustee was negligent in ascertaining pertinent facts. (c) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of authentication of the Trustee endorsed on the Bonds), or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the City herein set forth; but the Trustee may require of the City full information and advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of the City under the Indenture. (d) The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the owner or pledgee of Bonds secured hereby with the same rights which it would have if not Trustee. To the extent permitted by law, the Trustee may also receive tenders and purchase in good faith Bonds from itself, including any department, affiliate or subsidiary, with like effect as if it were not Trustee. (e) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to the Indenture, upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The 62 Master Trust Indenture -- Conformed Copy Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in Principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Indenture. (f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a Written Certificate of the City as sufficient evidence of the facts therein contained and shall also be at liberty to accept a similar Written Certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the City Recorder to the effect that a resolution in the form therein set forth has been adopted by the City as conclusive evidence that such resolution has been duly adopted, and is in full. force and effect. (g) The permissive right of the Trustee to do things enumerated in the Indenture shall not be construed as a duty and it shall not be answerable for other than its gross negligence or willful default. (h) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except: (1) Failure by the City to cause to be made any of the payments to the Trustee required to be made pursuant to Article V; (2) Failure of the City to file with the Trustee any document required by the Indenture to be so filed prior to or subsequent to the issuance of the Bonds; or (3) Any default with respect to a Security Instrument Agreement or a Reserve Instrument Agreement as to which any of the parties thereto has notified the Trustee in writing, provided that the Trustee shall be required to take notice or be deemed to have notice of any default hereunder if specifically notified in writing of such default by the Holders of not less than 10% in aggregate Principal amount of Bonds then Outstanding, by any Security Instrument Issuer or by any Reserve instrument Issuer, and all notices or other instruments required by the Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee and in the absence of such notice, the Trustee may conclusively assume there is no default except as aforesaid; (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all books, papers and records of the City pertaining to the System and the Bonds, and to take such memoranda from and in regard thereto as may be desired. 0) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. 63 Master Trust Indenture -- Conformed Copy {k) Notwithstanding anything elsewhere in the Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds or any action whatsoever within the purview of the Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee reasonably deemed desirable by it for the purpose of establishing the right of the City to the authentication of any Bonds or the taking of any other action by the Trustee. (1) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by the Indenture at the request, order or direction of any of the Bondholders, Security Instrument Issuers or Reserve Instrument Issuers pursuant to the provisions ofhe Indenture, unless such Bondholders, Security Instrument Issuers or Reserve Instrument Issuers shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. (n) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, Bond or other paper or document, unless requested in writing to do so by (i) the Holders of not less than 25% in aggregate Principal amount of the Bonds then Outstanding, (ii) any Security Instrument Issuer of a Security Instrument then in full force and effect and not in default on a payment obligation or (iii) any Reserve Instrument Issuer of a Reserve Instrument then in full force and effect and not in default on a payment obligation; pro ded, that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of the Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to so proceeding. The reasonable expense of every such inquiry or examination shall be paid by the City or, if paid by the Trustee, shall be repaid by the City. (o) The Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by the Indenture. (p) None of the provisions contained in the indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it. (q) The Trustee shall not be obligated to take or omit to take any action hereunder if, upon the basis of advice of counsel selected by it, the Trustee determines it would be unlawful to take or omit to take such action. 64 Master Trust Indenture -- Conformed Copy (r) The Trustee shall have no responsibility with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to any Series of Bonds. (s) The Trustee shall not be liable for actions taken at the direction of Bondholders or Security Instrument Issuer pursuant to the provisions of Article IX. Section 7.0A Intervention by the ThMee. In any judicial proceeding to which the City is a party and which in the opinion of the Trustee has a substantial bearing on the interests of Holders of the Bonds, the Trustee may intervene on behalf of Bondholders and shall do so if requested in writing by (i) the Holders of a majority of the aggregate Principal amount of Bonds then Outstanding or (ii) any Security Instrument Issuer of a Security Instrument then in full force and effect and not in default on a payment obligation. The rights and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction. Section 7.05 Successor Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business or assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become a successor Trustee hereunder and vested with all the trusts, powers, discretion, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of the Trustee or the City, anything herein to the contrary notwithstanding. Section 7.06. Concerning Any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its or his predecessor and also to the City a Supplemental Indenture accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the Written Request of the City, or of its successor, execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its or his successor. Should any instrument in writing from the City be required by any successor Trustee for more fully and certainly vesting in such successor the estates, properties, rights, powers, trusts, duties and obligations hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 7.07 hereof. Section 7.07 Compensation of the Trustee and Its Lien. The City covenants and agrees to pay to the Trustee from time to time and the Trustee shall be entitled to, reasonable compensation and, except as otherwise expressly provided, the City covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of the Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ including but not limited to any Paying Agent, Transfer 65 Master Trust Indenture — Conformed Copy Agent or Depository) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The City also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability in the premises. The obligations of the City under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of the Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Bonds upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Bonds. Section 7.08. Appointment of Co -Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banldng corporations or $ssociations to transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under the Indenture, and in particular in case of the enforcement thereof on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co -trustee. The following provisions of this Section are adapted to these ends. In the event that the Trustee appoints an additional individual or institution as a separate or co -trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, intent and lien expressed or intended by the Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co -trustee but only to the extent necessary to enable such separate or co -trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co -trustee shall run to and be enforceable by either of them. Should any instrument in writing from the City be required by the separate trustee or co - trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such estates, properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. In case any separate trustee or co -trustee, or a successor to either of them shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co -trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co -trustee. Section 7.09. Appointment, Duties and Term of Remarketing Agent. The City may pursuant to a Supplemental Indenture appoint one or more Remarketing Agents from time to time to purchase or remarket Put Bonds. Section 7.10. Appointment, Duties and Term of Additional Transfer Agents. The City may appoint one or more Transfer Agents from time to time in addition to the Trustee to transfer 66 Master Trust Indenture — Conformed Copy and authenticate Bonds. Each appointment of a Transfer Agent other than the Trustee shall be made by a Supplemental Indenture which shall, among other things, specify the duties, qualifications and term of such Transfer Agent and the conditions under which such Transfer Agent may resign, be removed or be replaced. Each Transfer Agent other than the Trustee shall signify its acceptance of the duties imposed upon it pursuant to the Indenture by depositing with the City and the Trustee a written acceptance of such duties, together with a certificate stating that the Transfer Agent is duly qualified to perform such duties under the terms of the Indenture and under all applicable local, state and federal laws. ARTICLE VM MODIFICATION OR AMENDMENT OF INDENTURE Section 8.01. Amendments Permitted. (a) The Indenture or any Supplemental Indenture and the rights and obligations of the City and of the Holders of the Bonds may be modified or amended at any time by a Supplemental Indenture and pursuant to the affirmative vote at a meeting of Bondholders, or with the written consent without a meeting, (1) of the Holders of at least a majority in Principal amount of the Bonds then Outstanding, and (2) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, of the Holders of at least a majority in Principal amount of the Bonds of each Series so affected and then Outstanding, and (3) in case the modification or amendment changes the terms of any Sinking Fund Installment, of the Holders of at least a majority in Principal amount of the Bonds of the particular Series and maturity entitled to such Sinking Fund Installment and then Outstanding; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified Series remain Outstanding, the consent of the Holders of Bonds of such Series shall not be required and Bonds of such Series shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. (b) The Indenture or any Supplemental Indenture and the rights and obligations of the City, the Holders of the Bonds, the Security Instrument Issuers and the Reserve instrument Issuers may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Bondholders for any of the following purposes: (1) to add to the covenants and agreements of the City contained in the Indenture, to add other covenants and agreements thereafter to be observed, to pledge or provide additional security hereunder or to surrender any right or power herein reserved to or conferred upon the City; (2) to make such provisions for the purpose of curing any ambiguity, or of curing or correcting any defective provision contained in the Indenture or in regard to questions arising under the Indenture, as the City may deem necessary or desirable, and which shall not adversely affect the interests of the Holders of the Bonds; (3) to provide for the issuance of a Series of Bonds in accordance with the provisions of Article II; 67 Master Trust Indenture — Conformed Copy (4) to provide for the issuance of the Bonds pursuant to a book -entry system or as uncertificated registered public obligations pursuant to the provisions of the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code Annotated 1953, as amended, or any successor provision of law or to modify or eliminate the book -entry registration system for any of the Bonds; (5) to confirm, as further assurance, any pledge of or lien on the Revenues or any other moneys, securities or funds subject or to be subjected to the lien of this Indenture and to further modify the definition of the "System" as provided therein; t (6) to comply with the requirements of the Trust Indenture Act of 1939, as from time to time mended; (7) to modify, alter, amend or supplement this Indenture or any Supplemental Indenture in any other respect which in the judgment of the Trustee is not materially adverse to the Holders of the Bonds; provided, however, that any such modification, alteration, amendment or supplement pursuant to this Section 12.01(b)(7) shall not take effect until the Security Instrument Issuers at the time providing Security instruments which are in full force and effect and not in default on any payment obligation thereunder shall have consented in writing to such modification, alteration, amendment or supplement; provided further that in determining whether any such modification, alteration, amendment or supplement is materially adverse to the Holders of the Bonds, the Trustee shall consider the effect on the Holders as if there were no Security Instrument with respect to the Bonds; (8) to make any change which in the judgment of the Trustee shall not materially adversely affect the rights or interests of the Holders of any Outstanding Bonds requested by a Rating Agency in order to obtain or maintain any rating on the Bonds or by a Security Instrument Issuer or Reserve Instrument Issuer in order to insure or provide other security for any Bonds; (9) to make any change necessary (A) to establish or maintain the exemption from federal income taxation of interest on any Series of Bonds as a result of any modifications or amendments to Section 148 of the Code (or any successor provision of law) or interpretations thereof by the Internal Revenue Service, or (B) to comply with the provisions of Section 148(f) of the Code (or any successor provision of law), including provisions for the payment of all or a portion of the investment earnings of any of the Funds established hereunder to the United States of America; (10) if the Bonds affected by such change are rated by a Rating Agency, to make any change which does not result in a reduction of the rating applicable to any of the Bonds so affected, provided that if any of the Bonds so affected are secured by a Security Instrument, such change must be approved in writing by the related Security Instrument Issuer; As amended by the Eighth Supplemented Indenture. 68 Master Trust Indenture — Conformed Copy (11) if the Bonds affected by such change are secured by a Security Instrument, to make any change approved in writing by the related Security Instrument Issuer, provided that if any of the Bonds so affected are rated by a Rating Agency, such change shall not result in a reduction of the rating applicable to any of the Bonds so affected; (12) to the extent permitted by a Supplemental Indenture authorizing a Series of Construction Bonds (or Bond Anticipation Notes), the designation of additions, improvements and extensions to the System as a Project by such Supplemental Indenture may be modified or amended if the City delivers to the Trustee an (a) an Accountant's Certificate, (b) an Engineer's Certificate or (c) any combination of (a) and (b) to the effect that such modification or amendment will not adversely impact the City's ability to perform the covenants contained in Section 6.13, (13) to provide for the appointment of a successor Trustee, a Paying Agent, a separate or co -trustee pursuant to Section 7.08, a Remarketing Agent or a Transfer Agent; (14) to specify a schedule of monthly deposits into the Renewal and Replacement Fund pursuant to Section 5.08; (15) to provide for uncertificated Bonds or for the issuance of coupons and bearer Bonds or Bonds registered only as to principal, but only to the extent that such would not adversely affect the Tax -Exempt status of the Bonds; (16) to provide the procedures required to permit any Holder to separate the right to receive interest on the Bonds from the right to receive principal thereof and to sell or dispose of such right as contemplated by Section 1286 of the Code; and (17) to provide for the appointment or replacement of a Security Instrument Issuer or a Reserve Instrument Issuer or for an additional Security Instrument Issuer or an additional Reserve Instrument Issuer following the occurrence of an event of default under the respective Security Instrument or Reserve Instrunnent, as applicable, or to provide for an additional Security Instrument Issuer following the withdrawal or suspension or reduction below the Rating Category of AAA, Aaa or any equivalent rating by any rating agency of the long-term ratings of the Security Instrument issuer provided that the Security Instrument provided by the replacement or additional Security Instrument Issuer would result in a long-term rating on the Bonds equal to the Rating Category of AAA, Aaa or any equivalent rating by any Rating Agency. No modification or amendment shall be permitted pursuant to subparagraph (1), (7), (8), (10), (11), (12) or (16) unless the City delivers to the Trustee an Opinion of Counsel of nationally recognized standing in the field of law relating to municipal bonds to the effect that such modification or amendment will not adversely affect the tax-exempt status or validity of any Bonds affected by such modification or amendment. (c) No modification or amendment permitted by this Section shall (1) extend the fixed maturity of any Bond, or reduce the Principal amount or Redemption Price thereof; or reduce the rate or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds required for the affirmative vote 69 Master Trust Indenture — Conformed Copy or written consent to an amendment or modification of the Indenture, without the consent of the Holders of all of the Bonds then Outstanding, or (3) without its written consent thereto, modify any of the rights or obligations of the Trustee. (d) Each Supplemental Indenture authorized by this Section shall become effective as of the date of its execution and delivery or such other date as shall be specified in such Supplemental Indenture. (e) No amendment shall be permitted pursuant to this Section 8.01 which shall affect (1) the rights or duties of a Security Instrument Issuer or Reserve Instrument Issuer of a Security Instrument or a Reserve Instrument as the case may be, then in full force and effect and not in default on a payment obligation, or (2) the Series of Bonds for which a Security Instrument Issuer or Reserve Instrument Issuer provides security, without the consent of such Security Instrument Issuer or Reserve Instrument Issuer as the case may be. (f) Notwithstanding any provisions of the Indenture to the contrary, a Supplemental Indenture providing for the issuance by a Security Instrument Issuer of a Security Instrument in connection with a Series of Bonds issued under the indenture may provide, among other provisions, that the Security Instrument Issuer shall at all times, so long as the Series of Bonds remains Outstanding, be deemed to be the exclusive owner- of all of the Bonds of such Series for the purpose of consenting to the execution and delivery of a Supplemental Indenture pursuant to the provisions of Section 8.01(a). Section 8.OZ Bondholders' Meetings. (a) The Trustee may, and upon the Written Request of the City shall, at any time, call a meeting of the Holders of Bonds, to be held at such place as may be selected by the Trustee and specified in the notice calling such meeting. Written notice of such meeting, stating the time and place of the meeting and in general terms the business to be submitted, shall be mailed by the Trustee, postage prepaid, not less than 30 nor more than 60 days before such meeting, to any Security Instrument Issuer or Reserve Instrument Issuer that is in full force and effect with respect to any Series of Bonds Outstanding and to each registered owner of Bonds then Outstanding at his address, if any, appearing upon the Bond register of the City. The cost and expense of the giving of such notice shall be borne by the City, and the Trustee shall be reimbursed by the City for any expense incurred by it. (b) Prior to calling any meeting of the Holders of Bonds, the Trustee shall adopt regulations for the holding and conduct of such meeting, and copies of such regulations shall be filed at the principal corporate trust office of the Trustee and at the office of the City and shall be open to the inspection of all Bondholders. The regulations shall include such provisions as the Trustee may deem advisable for evidencing the ownership of Bonds, for voting in person or by proxy, for the selection of temporary and permanent officers to conduct the meeting and inspectors to tabulate and canvass the votes cast thereat, the adjournment of any meeting and the records to be kept of the proceedings of such meeting, including rules of order for the conduct of such meeting and such other regulations as, in the opinion of the Trustee, may be necessary or desirable. (c) No resolution adopted by such meeting of Bondholders shall be binding unless and until a valid Supplemental Indenture has been executed and delivered containing the modifications or amendments authorized by the resolution adopted at such meeting. Such Supplemental 70 Master Trust Indenhue — Conformed Copy Indenture shall become effective upon the filing with the Trustee of the resolution adopted at such meeting and such Supplemental indenture. Section 8.03. Amendment by Written Consent. The City may at any time execute and deliver a valid Supplemental Indenture amending the provisions of the Bonds or of the Indenture or any Supplemental Indenture, to the extent that such an amendment is permitted by this Article, to become effective when and as approved by written consent of the Bondholders, and any necessary Security Instrument Issuers and Reserve Instrument Issuers, and as provided in this Section. Such Supplemental Indenture shall not be effective unless there shall have been filed with the City or the Trustee the written consents of the necessary number of Holders of the Bonds then Outstanding and the consents of any necessary Security Instrument Issuers and Reserve Instrument Issuers, and a notice shall have been published as hereinafter in this Section provided. It shall not be necessary for any consent under this Section to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof: Each consent of a Bondholder shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 12.04. Any such consent shall be binding upon the Holder of the Bonds giving such consent and on any subsequent Holder thereof (whether or not such subsequent Holder has notice thereof) unless such consent is revoked in writing by the Holder of the Bonds giving such consent or a subsequent Holder thereof by filing such revocation with the City and the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. Notice of the execution and delivery of such Supplemental Indenture shall be mailed by the City to Bondholders (but failure to mail copies of such notice shall not affect the validity of the Supplemental Indenture when assented to by the requisite percentage of the Holders of the Bonds as aforesaid) and to each Security Instrument Issuer and Reserve Instrument Issuer of a Security Instrument or a Reserve Instrument as the case may be, then in full force and effect and not in default in a payment obligation. Section 8.04. Disqualified Bonds. Bonds owned or held by or for the account of the City shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds in this Article provided for, and neither the City nor any owner or Holder of such Bonds shall be entitled to vote or consent to, or to take, any other action provided for in this Article. Any Pledged Bonds shall be deemed Outstanding and, for the purposes of any vote, shall be considered to be owned by the appropriate Security Instrument Issuer. Section & 05. Effect of Modification or Amendment. When any Supplemental Indenture modifying or amending the provisions of the Indenture or any Supplemental Indenture shall became effective, as provided in this Article, the Indenture or such Supplemental Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, duties and obligations under the Indenture or such Supplemental Indenture of the City, the Trustee, any Security Instrument Issuer, any Reserve Instrument Issuer, and all Holders of Bonds Outstanding hereunder shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be and be deemed to be part of the terms and conditions of the Indenture or the modified or amended Supplemental Indenture for any and all purposes. 71 Master Trust Indenture — Conformed Copy Section & ©6. Endorsement or Replacement of .Bonds Issued After Amendments. The City or the Trustee may detmmine that Bonds executed and delivered after the effective date of a Supplemental Indenture executed and delivered as provided in this Article shall bear a notation, by endorsement or otherwise, in form approved by the City, as to the modification or amendment provided for by such Supplemental Indenture. In that case, upon demand of the Holder of any Bond Outstanding at such effective date and presentation of his Bond for the purpose at the principal corporate trust operations office of the Trustee or at such other office as the Trustee may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Supplemental Indenture, shall be prepared, executed and delivered. In that case, upon demand of the Holder of any Bond then Outstanding, such new Bonds shall be exchanged at the principal corporate trust operations office of the Trustee without cost to any Bondholder, for Bonds then Outstanding, upon surrender of such Bonds. Secdon 8.O Z Irrevocable Consent. Subject to Section 8.03, any consent pursuant to the provisions of. this Article by any Holder of a Bond shall be irrevocable, and shall be conclusive and binding upon all future Holders of the same Bond delivered on transfer thereof or in exchange therefor or in replacement thereof. ARTICLE IX EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS Section 9. 01. Events of Default. The occurrence of one or more of the following events shall constitute an "Event of Default'Y (a) failure by the City to make the due and punctual payment of the Principal or Redemption Price of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption or otherwise; (b) failure by the City to make the due and punctual payment of any installment of interest on any Bond or any Sinking Fund Installment when and as such interest installment or Sinking Fund Installment shall become due nnnd payable; (c) failure by the City to observe any of the covenants, agreements or conditions on its part contained in the Indenture or in the Bonds contained, and failure to remedy the same for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, shall have been given to the City by the Trustee, or to the City and the Trustee by the Holders of not less than 25% in aggregate principal amount of the Bonds at the time Outstanding; (d) bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, including without limitation proceedings under Chapter 9 of Title 11, United States Code (as the same may from time to time be hereafter amended), or other proceedings for relief under any federal or state bankruptcy law or similar law for the relief of debtors are instituted by or against As amended by the Third Supplemental Indenture. 72 Master Trust Indeutzue — Conformed Copy the City and, if instituted against the City, said proceedings are consented to or are not dismissed within 30 days after such institution; or (e) any event specified in a Supplemental Indenture as constituting an Event of Default under the Indenture; provided that any failure by the City to make payment as described in subparagraph (a) or (b) of this Section shall not constitute an Event of Default with respect to any Bond if the Supplemental Indenture authorizing the issuance of such Bond provides that due and punctual payment by a Security Instrument Issuer or a Reserve Instrument Issuer shall not give rise to an Event of Default and such payment is, in fact, duly and punctually made. The Trustee shall give notice to any Security Instrument Issuer or Reserve Instrument Issuer of any Event of Default known to the Trustee within 30 days after it has knowledge thereof. Section 9.QZ Remedies. (a) Upon the occurrence and continuance of an Event of Default: (i) the Trustee may proceed, and (ii) upon the written request of (x) the Holders of a majority of the Principal amount of the Outstanding Bonds, (y) Security Instrument Issuers at the time providing Security Instruments which are in full force and effect and not in default on any payment obligation and which secure a majority in aggregate Principal amount of the Bonds then Outstanding, or (z) any combination of Bondholders and Security Instrument Issuers described under clauses (x) and (y) representing a majority in aggregate Principal amount of the Bonds at the time Outstanding, shall proceed, to protect and enforce its rights and the rights under the Indenture of the Bondholders, the Security Instrument Issuers and the Reserve Instrument Issuers forthwith by any available remedy, including, without limitation, suit or suits in equity or at law, whether for the payment of any amount due hereunder or on the Bonds, or for the specific performance of any covenant herein contained, or in aid of the execution of any power herein granted or any remedy granted under the Act, or for an accounting against the City, as if the City were the trustee of an express trust, or in the enforcement of any other legal or equitable right, as the Trustee, being advised by counsel, shall deem most effectual to enforce any of its rights or to perform any of its duties under the Indenture. (b) All rights of action under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto. Any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity ofjoining any Holders or other parties as plaintiffs or defendants. (c) No delay in exercising or omission to exercise any remedy, right or power accruing upon any Event of Default shall impair that remedy, right or power or shall be construed to be a waiver of any default or Event of Default or acquiescence therein. Every remedy, right and power may be exercised from time to time and as often as may be deemed to be expedient. 73 M&sW Trust Indenture — Conformed Copy (d) in case the Trustee shall have proceeded to enforce any remedy, right or power under this Indenture in any suit, action or proceedings, and the suit, action or proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then the Issuer, the Trustee, the Bondholders, the Security Instruments Issuers and the Reserve Instrument Issuers shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as if no suit, action or proceedings had been taken. Section 9.03. Accounting and Examination of Records after Default. The City covenants that if an Event of Default shall have happened and shall not have been remedied, the books of record and accounts of the City and all other records of the City relating to the System shall at all times be subject to the inspection and use of the Trustee and of its agents and attorneys. The City covenants that if an Event of Default shall happen and shall not have been remedied, the City, upon demand of the Tncstee, will account, as if it were the trustee of an express trust, for all Revenues and other moneys, securities and funds pledged or held under the Indenture for such period as shall be stated in such demand. Section 9.04. Application of Revenues and Other Moneys after Default.] (a) During the continuance of an Event of Default, the Trustee shall apply Revenues and such moneys, securities and funds and the income therefrom as follows and in the following order, provided that moneys held in any Series Subaccount in the Bond Service Account or in the Debt Service Reserve Account or receiver] under any Security Instrument shall not be used for purposes other than payment of the interest and Principal or Redemption Price then due on the Series of Bonds corresponding to such Series Subaccount or such Security instrument in accordance with paragraph (3) of this Section: (1) to the payment of the reasonable and proper charges and expenses of the Trustee and the reasonable fees and disbursements of its counsel; (2) to the payment of the Operation and Maintenance Costs, as certified by the City as due and payable; (3) to the payment of the interest and Principal or Redemption Price then due on the Bonds and Security Instrument Repayment Obligations, as follows: FIRST: To the payment to the persons entitled thereto of all installments of interest then due on the Bonds and the Security Instrument Repayment Obligations in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and SECOND: To the payment to the persons entitled thereto of the unpaid Principal or Redemption Price of any Bonds and Security Instrument Repayment Obligations which shall have become due, whether at maturity or by call for redemption, in the order of their As amended by the Thud Supplemental Indenture. 74 Master Trust Indenture — Conformed Copy due dates, and, if the amount available shall not be sufficient to pay in full all the Bonds and Security Instrument Repayment Obligations due on any date, then to the payment thereof ratably, according to the amounts of Principal, Redemption Price or Security Instrument Repayment Obligations due on such date, to the persons entitled thereto, without any discrimination or preference. (4) to the payment of all obligations owed to all Reserve went Issuers according to the amounts due without any discrimination or preference. (b) If and whenever all overdue installments of interest on all Bonds and Repayment Obligations, together with the reasonable and proper charges and expenses of the Trustee, and all other sums payable by the City under the Indenture, including the Principal and Redemption Price of and accrued unpaid interest on all Bonds and Repayment Obligations which shall then be payable, shall either be paid by or for the account of the City, or provision satisfactory to the Trustee shall be made for such payment, and all defaults under the Indenture or the Bonds shall be made good or secured to the satisfaction of the Trustee and the Repayment Obligations shall be made good or secured to the satisfaction of the Security Instrument Issuers and the Reserve Instrument Issuers as appropriate, or provision deemed by the Trustee and, in the case of Repayment Obligations, to the Security Instrument Issuers and the Reserve Instrument Issuers, as appropriate, to be adequate shall be made therefor, the Trustee shall pay over to the City all such Revenues then remaining unexpended in the hands of the Trustee (except Revenues deposited or pledged, or required by the terms of the Indenture to be deposited or pledged, with the Trustee), and thereupon the City and the Trustee shall be restored, respectively, to their former positions and rights under the Indenture, and all Revenues shall thereafter be applied as provided in .Article V. No such payment over to the City by the Trustee or resumption of the application of Revenues as provided in Article V shall extend to or affect any subsequent default under the Indenture or impair any right consequent thereon. Section 9.05. Rights and Remedies of Bondholders. (a) No Holder of any Bond, any Security Instrument Issuer or any Reserve Instrument Issuer shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Holder, Security Instrument Issuer or Reserve Instrument Issuer has previously given written notice to the Trustee of a continuing Event of Default; (2) either (x) the Holders of not less than 25% in aggregate Principal amount of the Outstanding Bonds, (y) Security Instrument Issuers at the time providing Security Instruments which are in full force and effect and not in default on any payment obligation and which secure 25% in aggregate Principal amount of the Bonds at the time Outstanding, or (z) any combination of Bondholders and Security Instrument Issuers described in clauses (x) and (y) representing not less than 25% in aggregate Principal amount of the Bonds at the time Outstanding, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 75 Master Tnist Indenture - Conformed Copy (3) such Holders or Security Instrument Issuers have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceedings; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by (1) the Holders of a majority in Principal amount of the Outstanding Bonds, (2) Security Instrument Issuers at the time providing Security Instruments which are in full force and effect and not in default on any payment obligation and which secure a majority in aggregate Principal amount of the Bonds then Outstanding, or (3) any combination of Bondholders and Security Instrument Issuers described in clauses (1) and (2) representing a majority in aggregate Principal amount of the Bonds at the time Outstanding; it being understood and intended that no one or more Holders of Bonds, Security Instrument Issuers or Reserve hArument Issuers shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such parties, or to obtain or to seek to obtain priority or preference over any other such parties or to enforce arty right under this Indenture, except in the manner herein and therein provided and for the equal and ratable benefit of all such parties in accordance with the provisions of the Indenture. (b) Notwithstanding any other provision in this Indenture, the Holder of any Bond shall have the right which is absolute and unconditional to receive payment of the Principal of Redemption Price and interest on such Bond on the respective stated maturities expressed in such Bond (or, in the case of redemption, on the redemption date of such Bond) and to institute suit for the enforcement of any such payment, subject only to any conditions of any Security Instrument Issuer providing a Security Instrument securing such Bond. Such right to receive payment shall not be impaired without the consent of such Holder. (c) (i) The Holders of a majority of the Principal amount of the Outstanding Bonds, (ii) Security Instrument Issuers at the time providing Security Instruments which are in full force and effect and not in default on any payment obligation and which secure a majority in aggregate Principal amount of the Bonds then Outstanding, or (iii) any combination of Bondholders and Security Instrument Issuers described under clauses (i) and (ii) representing a majority in aggregate Principal amount of the Bonds at the time Outstanding, shell have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that: (1) such direction shall not be in conflict with any rule of law or this Indenture, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders and Security Instrument Issuers not taking part in such direction, and 76 Master Trust Indenture — Conformed Copy (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Section 9.06. Appointment of Receiver. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bondholders, the Security Instrument Issuers and the Reserve Instrument Issuers, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the trust estate created hereby, including, without limitation, the proceeds of the sale of the Bonds, the Revenues and the Funds, including the investments, if any, thereof, pending such proceedings, with such powers as a court making such appointments shall confer. Section 9.07. Non -Waiver. Nothing in this Article or in any other provision of the Indenture or in the Bonds shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the Principal and Redemption Price of and interest on the Bonds and the Repayment Obligations to the respective Holders of the Bonds, the Security Instrument Issuers and the Reserve Instrument Issuers, as appropriate, at the respective dates of maturity, or upon call for redemption, as herein provided, out of the Revenues, Funds and other moneys, securities and funds herein pledged for such payment, or affect or impair the right of action, which is also absolute and unconditional, of such Holders, Security Instrument Issuers or Reserve Instrument Issuers, as appropriate, to institute suit to enforce such payment by virtue of the contract embodied in the Bonds and Repayment Obligations. No delay or omission of the Trustee or of any Holder of the Bonds or, with respect to Repayment Obligations, of any Security Instrument Issuer or Reserve Instrument Issuer as appropriate, to exercise any right or power arising upon the happening of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every power and remedy given by this Article to the Trustee or to the Holders of Bonds or, with respect to Repayment Obligations, to Security Instrument Issuers and Reserve Instrument Issuers, as appropriate, may be exercised from time to time and as often as shall be deemed expedient by the Trustee, the Holders of the Bonds, the Security Instrument Issuers and the Reserve Instrument Issuers. Section 9.08 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Holders of Bonds or, with respect to Repayment Obligations, to Security Instrument Issuers and Reserve Instrument Issuers, as appropriate, is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised at any time or from time to time, and as often as may be necessary, by the Trustee, the Holder of any one or more of the Bonds or, with respect to Repayment Obligations, by Security Instrument Issuers and Reserve Instrument Issuers, as appropriate. Nothing herein contained shall permit the levy of any attachment or execution upon any of the properties of the City, nor shall any properties of the City be subject to forfeiture by reason of any default hereunder, it being expressly understood and agreed by each and every Bondholder by the acceptance of any Bond and by each and every Security Instrument Issuer and Reserve Instrument Issuer by entering into Security Instrument Agreements and Reserve Instrument Agreements, as appropriate, that the rights of all such Bondholders, Security Instrument Issuers and Reserve Instrument Issuers are limited and restricted to the use and application of Revenues, Funds and other moneys, securities and funds pledged under the Indenture in accordance with the terms of the Indenture. 77 Master Trust Indenture -- Conformed Copy Section 9.09. Waivers of Events of Default. (i) The Trustee may waive, and (ii) upon the written direction of (x) the Holders of a majority of the Principal amount of the Outstanding Bonds, (y) Security Instrument Issuers at the time providing Security Instruments which are in full force and effect and not in default on any payment obligation and which secure a majority in aggregate Principal amount of the Bonds then Outstanding, or (z) any combination of Bondholders and Security Instrument Issuers described under clauses (x) and (y) representing a majority in aggregate Principal amount of the Bonds at the time Outstanding, shall waive, any Event of Default hereunder and its consequences; provided, however, that (x) there shall not be waived any Event of Default specified in Section 9.01(a) or Section 9.01(b) hereof unless prior to such waiver the City shall have caused to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds and the Principal of any and all Bonds which shall have become due (with interest upon such Principal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum specified in the Bonds) and (y) no Event of Default shall be waived unless (in addition to the applicable conditions as aforesaid) there shall have been deposited with the Trustee such amounts as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee. No such waiver shall extend to or shall affect any subsequent default or Event of Default or shall impair any remedy, right or power consequent thereon. C+fC OW DEPOSITS AND INVESTMENT OF FUNDS Section 10.01. Deposits. (a) All moneys held by the Trustee under the provisions of the Indenture shall be deposited with the Trustee. All moneys held by the City under the Indenture shall be deposited in the name of the City in the Treasurer's Investment Fund or in one or more Agents. All moneys deposited under the provisions of the Indenture with the Trustee or any Agent shall be held in trust and applied only in accordance with the provisions of the Indenture, and each of the Funds established by the Indenture shall be a trust fund for the purposes thereof. (b) Each Agent (other than the Trustee) shall be a bank or trust company organized under the laws of any state of the United States of America or a national banking association having deposits insured by an agency of the United States of America, having capital stock, undivided profits and surplus aggregating at least $25,000,000, and willing and able to accept the office on reasonable and customary terms and authorized by law to act in accordance with the provisions of the Indenture. Each Agent (other than the Trustee) shall signify its acceptance of the duties imposed upon it pursuant to the Indenture by depositing with the Trustee a written acceptance of such duties, together with a certificate stating that it is duly qualified to perform such duties under the terms of the Indenture and under all applicable local, state and federal laws. (c) All Revenues and other moneys held by any Agent under the Indenture may be placed on demand or time deposit, if and as directed by the City, provided that such deposits shall permit the moneys so held to be available for use at the time when needed. The City and the Trustee shall not be liable for any loss or depreciation in value resulting from any investment made pursuant to the Indenture. Any such deposit may be made in the commercial banking department of any Agent which may honor checks and drafts on such deposit with the same force and effect as if it were not such Agent. All moneys held by any Agent, as such, may be deposited by such 78 Master Trust Indenture — Conformed Copy Agent in its banking department on demand or, if and to the extent directed by the City and acceptable to such Agent, on time deposit, provided that such moneys on deposit be available for use at the time when needed. Such Agent shall allow and credit on such moneys such interest, if any, as it customarily allows upon similar funds of similar size and under similar conditions or as required by law. (d) All moneys deposited with the Trustee and each Agent shall be credited to the particular Fund or account to which such moneys belong; provided however, nothing herein contained shall prohibit the City from directing the Trustee or a Agent by a Written Request of the City to make inter -Fund or account transfers of investments at the market value of the investments so transferred, as such market value shall be determined by the City at the time of transfer and set forth in the Written Request. The Trustee shall be entitled to rely on the determination set forth in the Written Request. Section .10.02. Investment of Funds. (a) Moneys held in any Fund or account shall be invested and reinvested by the City or the Trustee to the fullest extent practicable in Investment Securities which mature not later than such times as shall be necessary to provide moneys when needed for payments to be made from such Fund or account, subject to the following: (1) the Trustee shall make such investments only in accordance with written instructions received from an Authorized Officer of the City, (2) any Supplemental Indenture authorizing a Series of Bonds may impose additional restrictions on moneys held in any Fund or account; and (3) any Supplemental Indenture authorizing a Series of Bonds may authorize the investment of moneys to be held in any Project Account, Series Subaccount in the Bond Service Account or Series Subaccount in the Debt Service Account created by such Supplemental Indenture and relating to such Series of Bonds in such other investments as may be specified by the Supplemental Indenture. (b) Subject to any required rebate of earnings on investments in any Fund or account to the United States of America pursuant to Section 148(f) of the Code and except as otherwise provided in a Supplemental Indenture establishing a Project Account or a Series Subaccount: (i) all moneys earned as an investment of moneys in the Construction Fund shall be retained therein; (ii) net income earned on any moneys or investments in the Revenue Fund , the Bond Service Account and the Renewal and Replacement Fund shall remain in or be transferred to the Revenue Fund; (iii) whenever a Series Subaocount in the Debt Service Reserve Account is in its full required amount, net income earned on any moneys or investments in such Series Subaccount shall be transferred to the corresponding Series Subaccount in the Bond Service Account as provided in Section 5.07(c), otherwise, to be retained therein. (c) The Trustee shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions of this Section 10.02. The Trustee shall be entitled to assume, absent receipt by the Trustee of written notice to the contrary, that any investment, which at the time of purchase is an Investment Security, remains an Investment Security thereafter. 79 Master Trust Indenture — Conformed Copy (d) The Trustee may make any and all investments permitted by the provisions of this Section 10.02 through its own investment department or that of its affiliates. As and when any amount invested pursuant to this Article X may be needed for disbursement, the Trustee may cause a sufficient amount of such investments to be sold and reduced to cash to the credit of such funds. The City acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the City the right to receive brokerage confirmations of security transactions, the City waives receipt of such confirmations. The Trustee shall furnish to the City periodic statements, which include detail of all investment transactions, made by the Trustee. Section 10 01 Arbitrage Covenant. The City covenants that moneys on deposit in any Fund, whether or not such moneys were derived from proceeds of sales of Bonds or from any other sources, will not be used in a manner which will cause any Bonds, the interest on which is to be exempt from federal income taxation under the Code, to be "arbitrage bonds" within the meaning of Section 148 of the Code; provided however, that this covenant snail not prevent the issuance of a Series of Bonds the interest on which is subject to Federal income taxation under the Code. ARTICLE XI DEFEASANCE Section 11.61. Discharge of Indebtedness. (a) If the City shall pay or cause to be paid, or there shall otherwise be paid, subject to any limitations contained in a Supplemental Indenture with respect to a Series of Bonds, to the Holders of all Bonds the Principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture and if all Repayment Obligations owed to Security Instrument Issuers and Reserve Instrument Issuers shall have been paid in full, then the pledge of any Revenues and other moneys, securities and Funds pledged under the Indenture and all covenants, agreements and other obligations of the City to the Bondholders, Security Instrument Issuers and Reserve Instrument Issuers shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period or periods as shall be requested by the City to be prepared and filed with the City and, upon the request of the City, shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Agents shall pay over or deliver to the City all moneys or securities held by them pursuant to the Indenture which are not required for the payment of Principal or Redemption Price, if applicable, and interest on Bonds not theretofore surrendered for such payment or redemption. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Holders of any Outstanding Bonds the Principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under the Indenture, and all covenants, agreements and obligations of the City to the Holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. (b) Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Trustee (through deposit by the City of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of 80 Master Trust Indmt im — Conformed Copy this Section, unless otherwise provided in a Supplemental Indenture with respect to a Series of Bonds. Subject to any further conditions in a Supplemental Indenture with respect to a Series of Bonds, all Outstanding Bonds of any Series shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section if (1) in case any of said Bonds are to be redeemed on any date prior to their maturity, the City shall have given to the Trustee in form satisfactory to it irrevocable instructions to mail as provided in Article IV notice of redemption of such Bonds on said date, (2) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or noncallable Government Obligations (including any Government Obligations issued or held in book -entry form on the books of the Department of the Treasury of the United States of America) the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the Principal or Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be, and (3) in the event said Bonds are not by their terms subject to redemption within the next succeeding 60 days, the City shall have given the Trustee in form satisfactory to it irrevocable instructions to mail, first class postage prepaid, a notice to the Holders of such Bonds that the deposit required by (2) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the Principal or Redemption Price, if applicable, on said Bonds. Neither Government Obligations nor moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Government Obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the Principal or Redemption Price, if applicable, and interest on said Bonds; provided that any cash received from such principal or interest payments on such Government Obligations deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Government Obligations maturing at times and in amounts sufficient to pay when due the Principal or Redemption Price, if applicable, and interest to become due on said Bonds on and prior to such redemption date or maturity date thereof; as the case may be, and interest earned from such reinvestments shall be paid over to the City, as received by the Trustee, free and clear of any trust, lien or pledge. Section 11.02. Unclaimed Moneys. Anything in the indenture to the contrary notwithstanding, any moneys held by an Agent in trust for the payment and discharge of any of the Bonds which remain unclaimed for four years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Agent at such date, or for four years after the date of deposit of such moneys if deposited with the Agent after the said date when such Bonds become due and payable, shall, at the Written Request of the City, be repaid by the Agent to the City, as its absolute property and free from trust, and the Agent shall thereupon be released and discharged with respect thereto and the Bondholders shall look only to the City for the payment of such Bonds. 81 Mastcr Trust Indenture — Conformed Copy ARTICLE XII MISCELLANEOUS Section 12.01. Limited Liability of City. Notwithstanding anything in the Indenture contained, the City shall not be required to advance any moneys derived from any source of income other than the Revenues and other moneys, securities and Funds pledged under the Indenture for the payment of the Principal or Redemption Price of or interest on the Bonds, for Repayment Obligations or for the operation and maintenance of the System. Nevertheless, the City may, but shall not be required to, advance for any of the purposes hereof any funds of the City which may be available to it for such purposes. Section 12.02. Benejlft of Indenture Limited to Parties. Nothing in the Indenture, expressed or implied, is intended to give to any person other than the City, the Trustee, any Paying Agent, any Transfer Agent, any Remarketing Agent, any Depositary, the Holders of the Bonds, any Security Instrument Issuer or any Reserve Instrument Issuer, any right, remedy or claim under or by reason of the Indenture. Any covenants, stipulations, promises or agreements in the Indenture contained by and on behalf of the City shall be for the sole and exclusive benefit of the Trustee, the Paying Agents, any Transfer Agent, any Remarketing Agent, any Depositary, the Holders of the Bonds, any Security Instrument Issuer and any Reserve Instrument Issuer. Section 1203 Successor is Deemed Included in All References to Predecessor. Whenever in the Indenture the City, the Trustee, any Paying: Agent, any Transfer Agent, any Remarketing Agent, any Depositary, any Security Instrument Issuer or any Reserve Instrument Issuer is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in the Indenture contained by or on behalf of the City, the Trustee, any Transfer Agent, any Paying Agent, any Remarketing Agent, any Depositary, any Security Instrument Issuer or any Reserve Instrument Issuer shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 12.04. Execution of Documents by Bondholders. Any request, declaration or other instrument which the Indenture may require or permit to be executed by Bondholders may be in one or more instruments of similar tenor, and shall be executed by Bondholders in person or by their attorneys appointed in writing. Except as otherwise expressly provided, the fact and date of the execution by any Bondholder or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of the Bonds and the amount, maturity, number and date of holding the same shall be proved by the Bond register. 82 Master Trust Tndennmr — Conformed Copy Any request, declaration or other instrument or writing of the Holder of any Bond shall bind all future Holders of such Bond in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance therewith or in reliance thereon. Section 12.05. Waiver of Notice. Whenever in the Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice, and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 12.06. Cremation or Destruction of Cancelled Bonds. Whenever in the Indenture provision is made for the surrender to the City of any Bonds which have been paid or cancelled pursuant to the provisions of the Indenture, the City may, by a Written Request of the City, but shall not unless otherwise provided by law be required to, direct the Trustee to cremate or destroy such Bonds and to furnish to the City a certificate of such cremation or destruction. Section 12.07. Payments Due on Other Than Business Days. Except as otherwise provided in a Supplemental Indenture, in any case where the date of payment of principal, premium, if any, or interest on the Bonds or the date fixed for redemption of any Bonds, on the date for performing any act or exercising any right, shall be a day other than a Business Day, then payment of interest or principal and premium, if any, or the performance of such act or exercise of such right need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if it had been made on the date scheduled for such payment, performance, or exercise. Section 12.0& Governing Law. The Indenture shall be governed by and construed in accordance with the laws of the State. Section 1109. System of Registration. This Indenture shall constitute a system of registration within the meaning and for all purposes of the Registered Public Obligations Act, Chapter 7 of Title 15, Utah Code Annotated 1953, as amended. Section 123a Plan of Financing. This Indenture shall constitute a plan of financing within the meaning and for all purposes of Section 11-14-14(3), Utah Code Annotated 1953, as amended. Section 12.1L Article and Section Headings. All references herein to "Articles", "Sections" and other subdivisions are to the corresponding articles, sections or subdivisions of the indenture, and the words "hereby," "herein," "hereof," "hereunder" and other words of similar import refer to the Indenture as a whole and not to any particular article, section or subdivision hereof The headings or titles of the several articles and sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of the Indenture. Section 1112. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in the Indenture to be performed shall be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of the Indenture or of the Bonds; but the 83 Master Trust Indenture — Conformed Copy Bondholders, any Security Instrument Issuer and any Reserve Instrument Issuer shall retain all the rights and benefits accorded to them under the Act or any other applicable provisions of law. Section 1 Z 73. Notices. Except as otherwise provided herein, all notices, requests, demands and other communications required or permitted under this Indenture shall be deemed to have been duly given if delivered or mailed, first class, postage prepaid, as follows: {i) IF TO THE CITY: Department of Public Utilities 1530 South West Temple Salt Lake City, Utah 84115 Attention: Executive Director of Public Utilities (ii) IF TO THE TRUSTEE.' U.S. Bank National Association, as Trustee 170 South Main Street, Suite 200 Salt Lake City, Utah 84101 Attention: Corporate Trust Services or to such other person or addresses as the respective party hereafter designates in writing to the City and the Trustee. Section I2r14. Counterparts. This Indenture may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original; and such counterparts shall constitute but one and the same instrument. Section 12.15. Representation Regarding Ethical Standards for City Op cers and Employees and Former City Officers and Employees. The Trustee represents that it has not: (a) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (b) retained any person to solicit or secure the Trustee's appointment under this Indenture upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (c) knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (d) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. (Signature page follows.) As amended by the Eighth Supplemental Indenture. 84 Master Trust Indenture — Conformed Copy IN WITNESS WHEREOF, the City has caused this Indenture to be executed by the Mayor and countersigned by the City Recorder, and its official seal to be hereunto affixed and attested by the City Recorder, and to evidence its acceptance of the trusts hereby created, U.S. Bank National Association has caused this Indenture to be executed by its Vice President, all as of the date hereof. COUNTERSIGN AND ATTEST: 0 Deputy City Recorder [SEAL] SALT LAKE CITY, SALT LAKE COUNTY, UTAH Mayor APPROVED AS TO FORM: Assistant City Attorney U.S. BANK NATIONAL ASSOCIATION, as Trustee By Vice President 85 Master Trust Indenture — Conformed Copy Gilmore Bell DRAFT 0612712024 TWELFTH SUPPLEMENTAL TRUST INDENTURE BETWEEN SALT LAKE CITY, UTAH U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Dated as of [August] 1, 2024 $39,525,000 SALT LAKE CITY, UTAH PUBLIC UTILITIES REVENUE BONDS, SERIES 2024A 4854-3464-3644, v. 3 TABLE OF CONTENTS ARTICLE I DEFINITIONS............................................................................................................2 Section1.1 Definitions..............................................................................................................2 Section 1.2 Authority for Twelfth Supplemental Indenture......................................................4 ARTICLE II AUTHORIZATION, TERMS AND ISSUANCE OF SERIES 2024A BONDS ....... 4 Section 2.1 Authorization of Bonds, Principal Amount, Designation and Series.....................4 Section 2.2 Finding and Purpose...............................................................................................4 Section 2.3 Advances of Proceeds............................................................................................5 Section 2.4 Debt Forgiveness....................................................................................................5 Section 2.5 Denominations, Payments, Payment Date, and Hardship Grant Assessment ........ 5 Section 2.6 Delinquent Payment...............................................................................................7 Section 2.7 Exchange of State Bond.........................................................................................7 Section2.8 Paying Agent..........................................................................................................7 Section 2.9 Optional Redemption; Redemption Price..............................................................7 Section 2.10 Execution of Series 2024A Bond...........................................................................8 Section 2.11 Delivery of Series 2024A Bonds............................................................................8 ARTICLE III APPLICATION OF SERIES 2024A BOND PROCEEDS AND OTHER MONEYS; ESTABLISHMENT AND OPERATION OF ACCOUNTS AND SUBACCOUNTS.................................................................................................8 Section 3.1 Application of Proceeds of the Series 2024A Bonds.............................................8 Section 3.2 Series 2024A Project Account...............................................................................8 Section 3.3 Establishment of Debt Service Reserve Subaccount..............................................8 Section 3.4 Renewal and Replacement Fund............................................................................9 Section 3.5 Establishment of Series 2024A Project Account...................................................9 Section 3.6 Establishment of Series 2024A Bond Service Subaccount....................................9 ARTICLE IV ADDITIONAL COVENANTS AND REPRESENTATIONS OF THE CITY .......9 Section 4.1 Additional Covenants and Representations with Respect to the Series 2024A Bonds...................................................................................................................9 ARTICLE V MISCELLANEOUS..................................................................................................9 Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Section 5.7 Section 5.8 Confirmation of Sale of Series 2024A Bonds........................................................9 Systemof Registration.........................................................................................10 Article and Section Headings...............................................................................10 PartialInvalidity...................................................................................................10 Counterparts.........................................................................................................10 ElectronicSignatures............................................................................................10 EffectiveDate.......................................................................................................10 Confirmation of Master Indenture........................................................................10 4854-3464-3644, v. 3 Section 5.9 Representation Regarding Ethical Standards for City Officers and Employees and Former City Officers and Employees.........................................................10 EXHIBIT A-1 (FORM OF STATE BOND)........................................................................... A- l -1 EXHIBIT A-2 (FORM OF EXCHANGE BOND).................................................................. A-2-1 EXHIBIT B COST OF ISSUANCE DISBURSEMENT REQUEST.........................................B-1 EXHIBIT C FORM OF REQUISITION.....................................................................................C-1 4854-3464-3644, v. 3 TWELFTH SUPPLEMENTAL TRUST INDENTURE THIS TWELFTH SUPPLEMENTAL TRUST INDENTURE (the "Twelfth Supplemental Indenture"), dated as of [August] 1, 2024, between Salt Lake City, Utah, a municipal corporation and political subdivision of the State of Utah (the "City" or "Issuer"), and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association duly organized and qualified under the laws of the United States of America, authorized by law to accept and execute trusts and having an office in Salt Lake City, Utah (the "Trustee"): WITNESSETH WHEREAS, the City has entered into a Master Trust Indenture, dated as of January 1, 2004, as amended and supplemented to the date hereof (the "Master Indenture" and, together with the Twelfth Supplemental Indenture, the "Indenture"), with the Trustee; and WHEREAS, the City considers it necessary and desirable and for the benefit of the City and the users of the System (as defined in the Master Indenture) to issue revenue bonds pursuant to the Indenture and as hereinafter provided for the purpose of financing part of the costs of acquiring a project consisting of the acquisition, improvement or extension of water improvements, facilities and property that will be a part of the System pursuant to authority contained in the Local Government Bonding Act, Chapter 14 of Title 11, Utah Code Annotated 1953, as amended; and WHEREAS in order to (i) finance all or a portion of the costs of construction of improvements to its water system, including, but not limited to lead service line inventory and replacements as well as potential replacement of aging water mains to facilitate service line replacements and related improvements (collectively, the "Series 2024A Project"), and (ii) finance the costs of issuance of the Bonds herein authorized, the City has determined to issue its Public Utilities Revenue Bonds, Series 2024A in the aggregate principal amount of $39,525,000, with $19,350,000 in principal forgiveness, for a net repayable amount of $20,175,000 (the "Series 2024A Bonds"); and WHEREAS, the State of Utah Department of Environmental Quality, Drinking Water Board (the "Drinking Water Board") has agreed to purchase the Series 2024A Bonds at par upon the terms and conditions herein set forth; and WHEREAS, the Series 2024A Bonds will be authorized, issued and secured under the Indenture on a parity with all other Bonds issued and outstanding from time to time thereunder; and WHEREAS, the execution and delivery of the Series 2024A Bonds and of this Twelfth Supplemental Indenture have in all respects been duly authorized and all things necessary to make the Series 2024A Bonds, when executed by the City and authenticated by the Trustee, the valid and binding legal obligations of the City and to make this Twelfth Supplemental Indenture a valid and binding agreement have been done; 4854-3464-3644, v. 3 NOW, THEREFORE, THIS TWELFTH SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the mutual covenants herein contained and of the purchase of the Series 2024A Bonds by the Bondholders thereof from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the City has executed and delivered this Twelfth Supplemental Indenture, and by these presents does confirm the pledge provided for in the Master Indenture and to further secure the payment of the Series 2024A Bonds and all other Bonds now or hereafter Outstanding under the Indenture does hereby sell, assign, transfer, set over and pledge unto U.S. Bank Trust Company, National Association, as Trustee, its successors and trusts and its assigns forever, all right, title and interest of the City in and to (a) the proceeds of the sale of the Series 2024A Bonds, (b) the Revenues, (c) all moneys held by Trustee in funds and accounts established hereunder, including the investments, if any, thereof (except for any Rebate Fund), and (d) all other rights hereinafter granted for the future securing of such Series 2024A Bonds subject to the permitted applications thereof as provided in the Master Indenture. TO HAVE AND TO HOLD THE SAME unto the Trustee and its successors and its assigns in trust forever; IN TRUST, NEVERTHELESS, FIRST, for the equal and ratable benefit and security of all present and future Bondholders and Security Instrument Issuers without preference, priority, or distinction as to security or otherwise (except as otherwise specifically provided), of any of the Bonds or Security Instrument Repayment Obligations over any of the others by reason of time of issuance, sale, delivery, maturity or expiration thereof or otherwise for any cause whatsoever; and SECOND, for the equal and proportionate benefit, security and protection of all Reserve Instrument Issuers without preference, priority, or distinction as to lien or otherwise (except as otherwise specifically provided) of any Reserve Instrument Provider over any other Reserve Instrument Provider by reason of time of issuance, delivery or expiration thereof or otherwise for any cause whatsoever. ARTICLE I DEFINITIONS Section 1.1 Definitions. (a) Except as provided in subparagraph (b) of this Section and as the same may be amended hereby, all defined terms contained in the Master Indenture when used in this Twelfth Supplemental Indenture shall have the same meanings as set forth in the Master Indenture. (b) As used in this Twelfth Supplemental Indenture, unless the context shall otherwise require, the following terms shall have the following meanings: "Advance" means an incremental advance to the City of the Series 2024A Bonds by the Drinking Water Board in accordance with this Supplemental Indenture. "Drinking Water Board" means the State of Utah Department of Environmental Quality, Drinking Water Board, or any successor thereof. 4854-3464-3644, v. 3 2 "Hardship Grant Assessment" means the hardship grant assessment fee to be charged in connection with the Series 2024A Bonds pursuant to Section 2.1 hereof. "Hardship Grant Assessment Payment Date" means, with respect to the Series 2024A Bonds, each February 1, commencing February 1, 2025. "Issue Date" means, with respect to the Series 2024A Bonds, the original date of issuance of the Series 2024A Bonds. "Indenture" means the Master Indenture as amended and supplemented by this Twelfth Supplemental Indenture and as from time to time hereafter amended and supplemented by Supplemental Indentures. "Master Indenture" means the Master Trust Indenture, dated as of January 1, 2004, as heretofore amended and supplemented, between the City and the Trustee, providing for the issuance of public utility revenue bonds. "Outstanding Parity Bonds" means, as of the date of execution and delivery of the Series 2024A Bonds, (i) the Taxable Water and Sewer Bonds, Series 2009; (ii) the Water and Sewer Revenue Bonds, Series 2010; (iii) the Water and Sewer Revenue Bonds, Series 2011; (iv) Water and Sewer Improvement and Refunding Revenue Bonds, Series 2012; (v) Public Utilities Revenue and Refunding Bonds, Series 2017; (vi) Public Utilities Revenue Bonds, Series 2020; (vii) Public Utilities Revenue Bond (WIFIA Loan), Series 202013; and (viii) Public Utilities Revenue Bonds, Series 2022. "Record Date" means the fifteenth day of the month next preceding any Hardship Grant Assessment Payment Date. "Renewal and Replacement Fund Reserve Requirement" means an amount equal to $0. "Repayable Principal Amount" means the maximum principal amount of the Series 2024A Bonds payable to the Registered Owner thereof calculated by reducing the purchase price of the Series 2024A Bonds by the debt forgiveness amounts as provided in Section 2.4 and Section 2.5 hereof. "Series 2024A Bonds" means the City's Public Utilities Revenue Bonds, Series 2024A, issued pursuant to this Twelfth Supplemental Indenture. "Series 2024A Bond Service Subaccount" means the Series Subaccount in the Bond Service Account established in Section 3.6. "Series 2024A Debt Service Reserve Subaccount" means the Subaccount established in the Debt Service Reserve Account for the Series 2024A Bonds. "Series 2024A Debt Service Reserve Requirement" means an amount equal to $745,625. 4854-3464-3644, v. 3 3 "Series 2024A Project" means improvements to the City's water system including, but not limited to lead service line inventory and replacements as well as potential replacement of aging water mains to facilitate service line replacements and related improvements. "Series 2024A Project Account" means the Project Account in the Construction Fund established in Section 3.5. "Twelfth Supplemental Indenture" means this Twelfth Supplemental Trust Indenture, dated as of [August] 1, 2024, between the City and the Trustee. The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar terms as used in this Twelfth Supplemental Indenture, refer to this Twelfth Supplemental Indenture. Section 1.2 Authority for Twelfth Supplemental Indenture. This Twelfth Supplemental Indenture is executed pursuant to the provisions of the Act and the Indenture. ARTICLE II AUTHORIZATION, TERMS AND ISSUANCE OF SERIES 2024A BONDS Section 2.1 Authorization of Bonds, Principal Amount, Designation and Series. In order to provide sufficient funds, together with other available moneys of the City, if any, for the (a) financing of the Series 2024A Project and (b) paying all expenses properly incidental thereto and to the issuance of the Series 2024A Bonds and in accordance with and subject to the terms, conditions and limitations established in the Indenture, the City's Public Utilities Revenue Bonds, Series 2024A are hereby authorized to be issued. The Series 2024A Bonds shall be limited to $39,525,000, with $19,350,000 in principal forgiveness for a net repayable amount of $20,175,000 and shall be issued (i) if issued as a state bond, in the form set forth in Exhibit A-1 (the "State Bond") and (ii) if issued as an exchange bond, in the form set forth in Exhibit A-2 (the "Exchange Bonds") in fully registered form. The Series 2024A Bonds shall bear a Hardship Grant Assessment from their Issue Date at the rate of 1.50% per annum on the unpaid principal balance of the Series 2024A Bonds which shall be payable commencing February 1, 2025, until the Series 2024A Bonds are paid in full. If issued as Exchange Bonds, the Series 2024A Bonds shall be in the denomination of $1,000 or any integral multiple thereof. The Series 2024A Bonds shall initially be issued as one fully registered State Bond. The Series 2024A Bonds shall be in such form as to permit the Drinking Water Board to make incremental advances on its total loan commitment to the City during the period of acquisition and construction of the Series 2024A Project and in compliance with Section 2.3 below. Section 2.2 Finding and Purpose. The Series 2024A Bonds are hereby authorized to be issued for the purpose of paying part of the Cost of Construction of the Series 2024A Project pursuant to Section 2.03 of the Master Indenture. Except for the City's Outstanding Parity Bonds and the Series 2024A Bonds authorized by this Twelfth Supplemental Indenture, the City has no outstanding bonds, notes or other obligations issued pursuant to the Indenture. 4854-3464-3644, v. 3 4 Section 2.3 Advances of Proceeds. On or before fifteen (15) days prior to the first day of each calendar quarter beginning prior to the payment by the City of costs of construction of the Series 2024A Project, or at such other time as shall be specified by the Drinking Water Board, the City shall provide to the Drinking Water Board a certificate setting forth a schedule of the costs of construction which the City estimates will become due and payable by the City during the next calendar quarter. Advances made by the Drinking Water Board on the basis of such certificates shall be deposited in the Series 2024A Construction Account. All such advances shall be in the amount of $1,000 or any integral multiple thereof. Upon receipt of evidence of deposit of each advance in the Series 2024A Construction Account, the [Finance Director of the Department of Public Utilities of the City] shall give telephonic authorization followed by written confirmation to the Drinking Water Board to stamp or write the date and amount of such advance made by the Drinking Water Board in the appropriate place on the Certificate of Dates of Payment and Amount appearing on the State Bond. Each advance made by the Drinking Water Board on the State Bond shall constitute proceeds of the State Bond and shall be deemed to constitute the full purchase price of the corresponding principal amount of the State Bond noted on the Certificate of Dates of Payment and Amount appearing on the State Bond. As advances are made by the Drinking Water Board, they shall be deemed to represent principal payments in the order of their maturity. Section 2.4 Debt Forgiveness. The Drinking Water Board has committed to purchase the Series 2024A Bonds for a purchase price of not to exceed Thirty -Nine Million Five Hundred Twenty -Five Thousand Dollars ($39,525,000). The Drinking Water Board has also agreed to forgive and relieve the City of a maximum amount of Nineteen Million Three Hundred Fifty Thousand Dollars ($19,350,000) of the maximum Total Principal Sum of the Series 2024A Bonds such that the Repayable Principal Amount of the Series 2024A Bonds shall not exceed Twenty Million One Hundred Seventy -Five Thousand Dollars ($20,175,000). [Accordingly, approximately [ ] percent (%) of each incremental advance pursuant to Section 2.3 hereof shall be forgiven and shall be recorded under the "Debt Forgiveness Amount" column on the Certificate of Dates of Payment and Amount on the State Bond certificate. The remaining approximately [ ] percent (%) of each increment advance shall be recorded under the "Repayable Principal Amount" column on the Certificate of Dates of Payment and Amount and shall constitute the total principal repayment obligation of the City with respect to the Series 2024A Bonds.] Section 2.5 Denominations, Payments, Payment Date, and Hardship Grant Assessment. The Series 2024A Bonds shall be in the denomination of One Thousand Dollars ($1,000) or any integral multiple thereof and shall be paid as provided in this Section 2.5. Except as provided in the next succeeding paragraph, principal payments, whether at maturity or by redemption, shall be payable upon presentation of the applicable Series 2024A Bonds at the offices of the Paying Agent for endorsement or surrender, or of any successor Paying Agent. So long as the Drinking Water Board is the Registered Owner of the Series 2024A Bonds, payments on the Series 2024A Bonds shall be made by check or draft without presentation of the Series 2024A Bonds and mailed to the Drinking Water Board as the Registered Owner at the address shown on the registration books maintained by the Registrar. Payment on the Series 4854-3464-3644, v. 3 5 2024A Bonds shall be made in any coin or currency which on the date of payment is legal tender for the payment of debts due the United States of America. The Series 2024A Bonds shall be dated as of the Issue Date, and shall be payable in installment payments of Principal on February 1 in the years and in the amounts and shall bear a Hardship Grant Assessment on the principal amount of each Advance beginning on the date of such Advance at the rate of 1.5% per annum. The City shall make a Hardship Grant Assessment only payment (accruing from date of closing) on February 1, 2025. Principal payments are as follows and as further described herein: Maturity Date Principal Maturity Date Principal (February 1) Amount (Februar1) Amount 2030 $443,000 2048 $578,000 2031 449,000 2049 587,000 2032 456,000 2050 596,000 2033 463,000 2051 605,000 2034 470,000 2052 614,000 2035 477,000 2053 623,000 2036 484,000 2054 633,000 2037 491,000 2055 642,000 2038 498,000 2056 652,000 2039 506,000 2057 661,000 2040 514,000 2058 671,000 2041 521,000 2059 681,000 2042 529,000 2060 692,000 2043 537,000 2061 702,000 2044 545,000 2062 713,000 2045 553,000 2063 723,000 2046 562,000 2064 734,000 2047 570,000 If less than $20,175,000 is advanced on the Series 2024A Bonds, the repayment period shall be shortened and the number of annual principal installments shall be reduced in inverse order of payment (and the amount of the final remaining principal payment shall be reduced, if required) to correspond to the maximum principal amount of the Series 2024A Bonds. The Hardship Grant Assessment on Series 2024A Bonds so payable, and punctually paid and duly provided for, on any Hardship Grant Assessment Payment Date will be paid to the Registered Owner thereof at the close of business on the Regular Record Date for such Hardship Grant Assessment. Any such Hardship Grant Assessment not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner of any Series 2024A Bonds on such Regular Record Date and may be paid to the registered owner thereof at the close of business on a Special Record Date for the payment of such defaulted Hardship Grant Assessment to be fixed by the Trustee, notice thereof to be given to such registered owner not less than ten days prior to such Special Record Date. The Hardship Grant Assessment shall be paid by check or draft mailed on each Hardship Grant Assessment Payment Date to the Holder of each of the Series 2024A Bonds as the name and address of such Holder appears on the Record Date in the Register. The Hardship 4854-3464-3644, v. 3 6 Grant Assessment on the Series 2024A Bonds shall be calculated on the basis of a 360 day year consisting of twelve 30-day months. Section 2.6 Delinquent Pam. Payments of principal and the Hardship Grant Assessment on the Series 2024A Bonds which are delinquent from the due date thereof shall draw interest at the rate of [eighteen percent (18%)] per annum on the delinquent payment from said due date until paid in full. Section 2.7 Exchange of State Bond. As long as the Drinking Water Board is the sole Registered Owner of the Series 2024A Bonds, the Series 2024A Bonds shall be issued only as a State Bond in the form prescribed in Exhibit A-1. It is recognized that the Drinking Water Board may sell or otherwise transfer the Series 2024A Bonds pursuant to the provisions of the State Financing Consolidation Act, Title 63B, Chapter lb, Utah Code Annotated 1953, as amended, or otherwise. In the event the Drinking Water Board determines to sell or otherwise transfer all or a portion of the Series 2024A Bonds pursuant to the State Financing Consolidation Act, or otherwise, the State Bond shall be exchanged at the office of the Paying Agent for a like aggregate principal amount of Exchange Bonds in accordance with the provisions of this Section 2.7. Any Series 2024A Bond, or any portion thereof, which is sold or otherwise transferred or liquidated by the Drinking Water Board pursuant to the State Financing Consolidation Act, or otherwise, shall be in the form of an Exchange Bond prescribed in Exhibit A-2, and shall be executed pursuant to authorization contained in Section 3.04 of the Master Indenture. Each principal payment on the State Bond not previously paid or canceled shall be represented by an equivalent principal amount of Exchange Bonds, in authorized denominations, and of like maturity. The City and its officers shall execute and deliver such documents and perform such acts as may reasonably be required by the City to accomplish the exchange of the State Bond for Exchange Bonds, provided that the Drinking Water Board shall pay or cause to be paid all costs and other charges incident to such exchange and the City shall have no obligation to pay any such costs or charges. Section 2.8 Paying Agent. U.S. Bank Trust Company, National Association, of Salt Lake City, Utah, is hereby appointed the Paying Agent for the Series 2024A Bonds, pursuant and subject to Section 7.02 of the Master Indenture. Principal of the Series 2024A Bonds when due shall be payable at the principal corporate trust operations office of the Trustee, or of its successor as Paying Agent. Payment of the Hardship Grant Assessment on Series 2024A Bonds will be made by the Paying Agent pursuant to Section 2.5 herein. Section 2.9 Optional Redemption; Redemption Price. (a) The Series 2024A Bonds may be prepaid at the election of the City, in whole or in part, at any time in minimum amounts of $1,000 or any integral multiple thereof, with the prepayments applied against the Principal of the Series 2024A Bonds in inverse order of the payment due dates thereof. (b) The City shall provide notice of redemption as required in Section 4.03 of the Master Indenture, and upon at least thirty (30) days' prior written notice of the amount of prepayment and the date scheduled for prepayment to the Drinking Water Board with respect to the State Bonds, and at a redemption price equal to 100% of the principal amount to be prepaid or redeemed to the date of redemption. 4854-3464-3644, v. 3 7 Section 2.10 Execution of Series 2024A Bond. The Series 2024A Bonds shall be executed on behalf of the City by the Mayor by manual or facsimile signature, and attested and countersigned by the City Recorder by manual or facsimile signature, and the City's seal shall be affixed or a facsimile thereof shall be imprinted upon the Series 2024A Bonds. The Series 2024A Bonds shall then be delivered to the Trustee and manually authenticated by it. Section 2.11 Delivery of Series 2024A Bonds. The Series 2024A Bonds shall be delivered to the Drinking Water Board, upon compliance with the provisions of Section 3.02 of the Master Indenture. ARTICLE III APPLICATION OF SERIES 2024A BOND PROCEEDS AND OTHER MONEYS; ESTABLISHMENT AND OPERATION OF ACCOUNTS AND SUBACCOUNTS Section 3.1 Application of Proceeds of the Series 2024A Bonds. The Drinking Water Board shall deposit with the Trustee the proceeds of the Series 2024A Bonds when advanced pursuant to Section 2.3 herein, and the Trustee shall deposit said proceeds into the Series 2024A Project Account established by Section 3.5 herein and held by the Trustee and upon the Trustee's receipt of an executed requisition form from the City in the form attached hereto as Exhibit C. At closing, payment of [$ ], which constitutes the first incremental advance of the Series 2024A Bonds shall be deposited in the Series 2024A Project Account within the Construction Fund. Section 3.2 Series 2024A Project Account. Disbursements of moneys in the Series 2024A Project Account shall be made in accordance with the terms of Section 5.03 of the General Indenture. Each requisition from said Series 2024A Project Account shall be approved by a qualified representative of the Drinking Water Board; provided, however, that the costs of issuance of the Series 2024A Bonds shall be paid by the Trustee from the Series 2024A Project Account upon receipt from the City of an executed Cost of Issuance Disbursement Request in substantially the form of Exhibit B attached hereto. Section 3.3 Establishment of Debt Service Reserve Subaccount. There is hereby established for the Series 2024A Bonds the Series 2024A Debt Service Reserve Subaccount. The amount to be deposited from the proceeds of the Series 2024A Bonds into the Series 2024A Debt Service Reserve Subaccount is $0. The City shall, upon the issuance of the Series 2024A Bonds, deposit annually $74,562.50 into the Series 2024A Debt Service Reserve Subaccount until the Series 2024A Debt Service Reserve Requirement of $745,625 has been met. Amounts deposited in the Series 2024A Debt Service Reserve Subaccount shall be used to pay the principal and Hardship Grant Assessment falling due on the Series 2024A Bonds at any time when there are insufficient funds in the Bond Service Account to pay the same, but pending such use may be invested as provided in the Master Indenture. No further deposits to said Series 2024A Debt Service Reserve Subaccount need be made unless payments from said Series 2024A Debt Service Reserve Subaccount have reduced the same below the Series 2024A Debt Service Reserve Requirement, in which event the City agrees to restore the Series 2024A Debt Service Reserve Subaccount to the Series 2024A Debt Service Reserve Requirement in the time and in the manner specified in Section 5.05 of the Master Indenture. In lieu of a separate subaccount as provided 4854-3464-3644, v. 3 8 herein, the City may use internal notations on its books in order to account for the accumulation and maintenance of the Series 2024A Debt Service Reserve Requirement. Section 3.4 Renewal and Replacement Fund. The amount to be deposited from the proceeds of the Series 2024A Bonds into the Renewal and Replacement Fund is $-0-. Section 3.5 Establishment of Series 2024A Project Account. There is hereby established a Project Account in the Construction Fund designated as the "Series 2024A Project Account." Moneys in the Series 2024A Project Account shall be used for the purposes and as authorized by Section 5.03 of the Master Indenture to pay the Cost of Construction of the Series 2024A Project. Section 3.6 Establishment of Series 2024A Bond Service Subaccount. Pursuant to Section 5.06(a) of the Master Indenture, there is hereby established a separate Series Subaccount in the Bond Service Account in the Principal and Interest Fund designated as the "Series 2024A Bond Service Subaccount." Moneys shall be deposited into and paid from the Series 2024A Bond Service Subaccount in accordance with Section 5.06 of the Master Indenture to pay Principal of and interest, if any, and the Hardship Grant Assessment on the Series 2024A Bonds. ARTICLE IV ADDITIONAL COVENANTS AND REPRESENTATIONS OF THE CITY Section 4.1 Additional Covenants and Representations with Respect to the Series 2024A Bonds. The City hereby covenants, represents, and agrees with the holder of the Series 2024A Bonds issued hereunder the following: (a) The City agrees, in accepting the proceeds of the Series 2024A Bonds, to comply with all applicable state and federal regulations related to the Utah State Revolving Fund administered by the Drinking Water Board. These requirements include, but are not limited to, Title XIV of the Safe Drinking Water Act of 1996, OMB Circular A-133, the Utah Federal State Revolving Fund (SRF) Program (R309-705 of the Utah Administrative Code), the Utah Local Government Bonding Act, the Utah Money Management Act, the Utah Procurement Code and the State of Utah Legal Compliance Audit Guide. (b) The Series 2024A Bonds are issued on a parity with the Outstanding Parity Bonds and comply with the Additional Bonds requirements of the Master Indenture. (c) Each position of the City having custody or control of any of the Revenues or of the proceeds of the Series 2024A Bonds shall be bonded by a responsible corporate surety in an amount not less than twice the annual debt service on the Series 2024A Bonds ($1,374,000). ARTICLE V MISCELLANEOUS Section 5.1 Confirmation of Sale of Series 2024A Bonds. The sale of the Series 2024A Bonds to the Drinking Water Board at a price of $[39,525,000], is hereby ratified, confirmed and approved. 4854-3464-3644, v. 3 9 Section 5.2 System of Registration. The Indenture shall constitute a system of registration within the meaning and for all purposes of the Registered Public Obligations Act, Chapter 7 of Title 15, Utah Code Annotated 1953, as amended. Section 5.3 Article and Section Headings. The headings or titles of the several articles and sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Twelfth Supplemental Indenture. Section 5.4 Partial Invalidity. In any one or more of the covenants or agreements, or portions thereof, provided in this Twelfth Supplemental Indenture to be performed shall be contrary to law (other than the provisions of the Indenture limiting the liability of the City to make payments on the Bonds solely from Revenues and other amounts pledged therefor by the Indenture), then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Twelfth Supplemental Indenture or of the Series 2024A Bonds; but the Holders of the Series 2024A Bonds and any other Security Instrument Issuer and any Reserve Instrument Issuer shall retain all the rights and benefits accorded to them under the Act or any other applicable provisions of law. Section 5.5 Counterparts. This Twelfth Supplemental Indenture may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original; and such counterparts shall constitute but one and the same instrument. Section 5.6 Electronic Signatures Pursuant to the Uniform Electronic Transactions Act, Title 46, Chapter 4 of the Utah Code Annotated 1953, as amended, all parties, including the Trustee, have agreed and consented to the use of electronic signatures in connection with all documents executed in connection with the Series 2024A Bonds, including this Twelfth Supplemental Indenture. Section 5.7 Effective Date. This Twelfth Supplemental Indenture shall take effect immediately. Section 5.8 Confirmation of Master Indenture. As supplemented and amended by this Twelfth Supplemental Indenture, and except as provided herein, the Master Indenture is in all respects ratified and confirmed, and the Master Indenture and this Twelfth Supplemental Indenture shall be read, taken and construed as one and the same instrument so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master Indenture shall apply and remain in full force and effect with respect to this Twelfth Supplemental Indenture and to any revenues, receipts and moneys to be derived therefrom. Section 5.9 Representation Regarding Ethical Standards for City Officers and Employees and Former City Officers and Employees. The Trustee represents that it has not: (a) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (b) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of 4854-3464-3644, v. 3 10 securing business; (c) knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (d) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. 4854-3464-3644, v. 3 11 IN WITNESS WHEREOF, the City has caused this Twelfth Supplemental Indenture to be executed by the Mayor (or her designee) and countersigned by the City Recorder, and its official seal to be hereunto affixed and attested by the City Recorder, and to evidence its acceptance of the trusts hereby created, U.S. Bank Trust Company, National Association has caused this Twelfth Supplemental Indenture to be executed, all as of the date hereof. COUNTERSIGN AND ATTEST: City Recorder (SEAL) APPROVED AS TO FORM: 1.2 City Attorney SALT LAKE CITY, UTAH LOW Mayor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Trust Officer S-1 TWELFTH SUPPLEMENTAL INDENTURE EXHIBIT A-1 (FORM OF STATE BOND) Registered Registered UNITED STATES OF AMERICA SALT LAKE CITY, UTAH PUBLIC UTILITIES REVENUE BONDS SERIES 2024A Number R - 1 $39,525,000 Hardship Grant Assessment Rate Maturi . Date Dated Date 1.5% February 1, 2064 [August 29], 2024 Registered Owner: STATE OF UTAH DEPARTMENT OF ENVIRONMENTAL QUALITY, DRINKING WATER BOARD Principal Amount: THIRTY-NINE MILLION FIVE HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS************************** Salt Lake City, Utah (the "City"), a duly organized and existing municipal corporation and political subdivision of the State of Utah, located in Salt Lake County, Utah, acknowledges itself indebted and for value received hereby promises to pay, in the manner and from the source hereinafter provided, to the registered owner identified above, or registered assigns, out of the special fund hereinbelow designated and not otherwise, the Repayable Principal Amount and Debt Forgiveness Amount, set forth in the "Certificate of Dates of Payment and Amount" attached hereto (the "Certificate"), but in no event more than a maximum principal amount of $39,525,000, with $19,350,000 in principal forgiveness for a net repayable amount of $20,175,000. [Accordingly, approximately percent (%) of each incremental advance pursuant to Section of the Supplemental Indenture shall be forgiven and shall be recorded under the "Debt Forgiveness Amount" column on the Certificate of Dates of Payment and Amount on the Certificate. The remaining approximately percent (%) of each increment advance shall be recorded under the "Repayable Principal Amount" column on the Certificate of Dates of Payment and Amount and shall constitute the total principal repayment obligation of the City with respect to the Series 2024A Bonds.] The outstanding principal amount of the Series 2024A Bonds shall bear a Hardship Grant Assessment [accruing from the Issue Date] at the rate of 1.5% per annum payable beginning February 1, 2025 and thereafter on each on February 1, until the Series 2024A Bonds are paid in full. This Bond, as to principal when due, will be payable at the principal corporate trust operations office of U.S. Bank Trust Company, National Association, in St. Paul, Minnesota, as paying agent of the City, or its successor as such paying agent; provided, however, that as long as the State of Utah Department of Environmental Quality Drinking Water Board (the "Drinking 4854-3464-3644, v. 3 A-1-1 Water Board") is the registered holder of this Bond, installment payments of principal and the Hardship Grant Assessment shall be made without presentation of the Bond by check or draft mailed to the Drinking Water Board as the Registered Owner at the address shown on the registration books maintained by the Registrar. The Hardship Grant Assessment on this Bond shall be payable by check or draft mailed to the Registered Owner hereof at its address as it appears on the registration books of the Paying Agent, who shall also act as the Registrar for the City, or at such other address as is furnished to the Paying Agent in writing by such Registered Owner. The Hardship Grant Assessment hereon shall be deemed to be paid by the Paying Agent when mailed. Both Principal and the Hardship Grant Assessment shall be payable in lawful money of the United States of America. Principal shall be payable in registered installments on February 1 of each of the years as set forth in the following repayment schedule: Maturity Date Principal Maturity Date Principal (Februar1) Amount (Februar1) Amount 2030 $443,000 2048 $578,000 2031 449,000 2049 587,000 2032 456,000 2050 596,000 2033 463,000 2051 605,000 2034 470,000 2052 614,000 2035 477,000 2053 623,000 2036 484,000 2054 633,000 2037 491,000 2055 642,000 2038 498,000 2056 652,000 2039 506,000 2057 661,000 2040 514,000 2058 671,000 2041 521,000 2059 681,000 2042 529,000 2060 692,000 2043 537,000 2061 702,000 2044 545,000 2062 713,000 2045 553,000 2063 723,000 2046 562,000 2064 734,000 2047 570,000 If less than $20,175,000 is advanced on the Series 2024A Bonds, the repayment period shall be shortened and the number of annual principal installments shall be reduced in inverse order of payment (and the amount of the final remaining principal payment shall be reduced, if required) to correspond to the maximum principal amount of the Series 2024A Bonds. Payments of principal and the Hardship Grant Assessment on the Series 2024A Bonds which are delinquent from the due date thereof shall draw interest at the rate of [eighteen percent (18%)] per annum on the delinquent payment from said due date until paid in full. This Bond is a special obligation of the City and is one of the public utilities revenue bonds of the City (the "Bonds") issued under and by virtue of the Act and under and pursuant to a Master Trust Indenture, dated as of January 1, 2004, and heretofore amended and supplemented (the "Master Indenture"), between the City and U.S. Bank Trust Company, National Association, as trustee (said trustee and any successor thereto under the Master Indenture being herein referred to 4854-3464-3644, v. 3 A-1-2 as the "Trustee"), as further amended and supplemented by a Twelfth Supplemental Trust Indenture, dated as of [August] 1, 2024 (the "Twelfth Supplemental Indenture"), between the City and the Trustee (such Master Indenture, as amended and supplemented by the Twelfth Supplemental Indenture and as hereafter amended and supplemented, being herein referred to as the "Indenture"), for the purposes of (a) paying all or a portion of the costs of construction of improvements to its water system, including, but not limited to lead service line inventory and replacements as well as potential replacement of aging water mains to facilitate service line replacements and related improvements and (b) paying of all expenses incident thereto and to the issuance of the Series 2024A Bonds. This Bond is issued on a parity with the Outstanding Parity Bonds (as defined in the Indenture), such that this Bond is secured by an equal lien pledge of the Net Revenues of the City's System with said Outstanding Parity Bonds. The Bonds are special limited obligations of the City, payable solely from the Net Revenues, moneys, securities, and funds pledged therefor in the Indenture. Neither the credit nor the taxing power of the City, the State or any agency, instrumentality, or political subdivision thereof is pledged for the payment of the principal of, premium, if any, or interest on the Bonds. The Bonds are not general obligations of the City or the State or any agency, instrumentality, or political subdivision thereof. The issuance of the Bonds shall not directly, indirectly, or contingently obligate the City or the State or any agency, instrumentality, or political subdivision thereof to levy any form of taxation therefor or to make any appropriation for the payment of the Bonds. THE CITY IS OBLIGATED TO PAY PRINCIPAL, INTEREST, IF ANY, AND THE HARDSHIP GRANT ASSESSMENT ON THIS BOND SOLELY FROM THE REVENUES (AFTER PAYMENT OF OPERATION AND MAINTENANCE COSTS) AND OTHER FUNDS OF THE CITY PLEDGED THEREFOR UNDER THE TERMS OF THE INDENTURE (AS DEFINED BELOW). THIS BOND IS NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATIONS OF INDEBTEDNESS OR PROVISIONS THEREFOR. PURSUANT TO THE INDENTURE, SUFFICIENT REVENUES HAVE BEEN PLEDGED AND WILL BE SET ASIDE INTO SPECIAL FUNDS BY THE CITY TO PROVIDE FOR THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS BOND AND ALL BONDS OF THE SERIES OF WHICH IT IS A PART. This Bond is one of a Series of Bonds designated as "Public Utilities Revenue Bonds, Series 2024A" (the "Series 2024A Bonds"), limited to the aggregate principal amount of 39,525,000, dated as of the dated date identified above, and duly issued under and by virtue of the Act and under and pursuant to the Indenture and a Resolution of the City Council of the City adopted on [July 2], 2024. Copies of the Indenture are on file at the office of the City Recorder in Salt Lake City, Utah, and at the principal corporate trust office of the Trustee, in Salt Lake City, Utah, and reference to the Indenture and the Act is made for a description of the pledge and covenants securing the Series 2024A Bonds, the nature, manner and extent of enforcement of such pledge and covenants, the terms and conditions upon which the Series 2024A Bonds are issued and additional Bonds may be issued thereunder, and a statement of the rights, duties, immunities and obligations of the City and of the Trustee. Such pledge and other obligations of the City under the Indenture may be discharged at or prior to the maturity or redemption of the Series 2024A 4854-3464-3644, v. 3 A-1-3 Bonds upon the making of provision for the payment thereof on the terms and conditions set forth in the Indenture. Pursuant to the Indenture, the definition of the System is subject to including additional systems of the City by Supplemental Indenture, without the consent of the holders of Outstanding Bonds. This Bond and the issue of Bonds of which it is a part are issued in conformity with and after full compliance with the Constitution of the State of Utah and pursuant to the provisions of the Local Government Bonding Act, Chapter 14 of Title 11, Utah Code Annotated 1953, as amended (the "Act"), and all other laws applicable thereto. As provided in the Indenture, Bonds may be issued from time to time in one or more series in various principal amounts, may mature at different times, may bear interest at different rates, and may otherwise vary as provided in the Indenture, and the aggregate principal amount of Bonds which may be issued is not limited. All Bonds issued and to be issued under the Indenture are and will be equally and ratably secured by the pledge and covenants made therein, except as otherwise expressly provided or permitted in or pursuant to the Indenture. To the extent and in the respects permitted by the Indenture, the Indenture may be modified, supplemented or amended by action on behalf of the City taken in the manner and subject to the conditions and exceptions prescribed in the Indenture. The holder or owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the pledge or covenants made therein or to take any action with respect to an event of default under the Indenture or to institute, appear in, or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. This Bond is transferable, as provided in the Indenture, only upon the books of the City kept for that purpose at the principal corporate trust office of the Trustee, by the registered owner hereof in person or by his attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered owner or such duly authorized attorney, and thereupon the City shall issue in the name of the transferee a new registered Bond or Bonds of the same aggregate principal amount and series, designation, maturity and interest rate as the surrendered Bond, all as provided in the Indenture and upon the payment of the charges therein prescribed. The City and the Trustee may treat and consider the person in whose name this Bond is registered as the holder and absolute owner hereof for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon and for all other purposes whatsoever. This Bond is subject to prepayment and redemption at any time, in whole or in part (if in part, in integral multiples of $1,000), at the election of the City in inverse order of the due date of the principal installments hereof and if less than all Bonds of a particular due date are to be redeemed, in such manner as the Trustee shall deem fair and appropriate, upon notice given as set forth in the Indenture, at a redemption price equal to the principal amount to be so prepaid. The Series 2024A Bonds are issuable solely in the form of fully registered Bonds, without coupons, in the denomination of $1,000, or any integral multiple of $1,000. 4854-3464-3644, v. 3 A-1-4 Except as otherwise provided herein and unless the context clearly indicates otherwise, words and phrases used herein shall have the same meanings as such words and phrases in the Indenture. It is hereby certified and recited that all conditions, acts and things required by the Constitution or statutes of the State of Utah or by the Act, or the Indenture to exist, to have happened or to have been performed precedent to or in the issuance of this Bond exist, have happened and have been performed and that the issue of Bonds, together with all other indebtedness of the City, is within every debt and other limit prescribed by said Constitution and statutes. This Bond shall not be valid until the Certificate of Authentication hereon shall have been signed by the Trustee. IN WITNESS WHEREOF, SALT LAKE CITY, UTAH, has caused this Bond to be signed in its name and on its behalf by the signature of its Mayor (or her designee), and its corporate seal to be impressed or imprinted hereon, and attested and countersigned by the signature of its City Recorder (the signatures of said Mayor and City Recorder being by facsimile or manual signature), all as of the dated date specified above. SALT LAKE CITY, UTAH LIZ Mayor (SEAL) ATTEST AND COUNTERSIGN: City Recorder APPROVED AS TO FORM: City Attorney 4854-3464-3644, v. 3 A-1-5 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Indenture and is one of the Public Utilities Revenue Bonds, Series 2024A of Salt Lake City, Utah. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: (Manual Signature) Authorized Officer Date of Authentication: [August ], 2024. 4854-3464-3644, v. 3 A- 1-6 REGISTRATION CERTIFICATE (No writing to be placed herein except by the Bond Registrar) Signature of Date of Registration Name of Registered Owner Bond Re isg tray State of Utah Department of Environmental Quality, Drinking Water Board 4854-3464-3644, v. 3 A- 1-7 CERTIFICATE OF DATES OF PAYMENT AND AMOUNT The undersigned authorized representative of the State of Utah Department of Environmental Quality, Drinking Water Board (the "Board"), hereby certifies that the Board has received written authorization from the [Finance Director of the Department of Public Utilities] of the City to stamp or write the amount or amounts indicated below on the date or dates set forth opposite such amount(s); that the amount last inserted under the column "Total Principal Sum" is the total amount received by the City for the issuance of this Bond, and that the undersigned has placed his/her signature in the space provided opposite such amount(s) to evidence the same. A copy of this certificate shall be forwarded to the Trustee (U.S. Bank Trust Company, National Association) pursuant to the requirement in [Section 2.3] of the Twelfth Supplemental Indenture dated as of [August] 1, 2024. [Debt Repayable Amount of Date of Forgiveness Principal Total Pae Payment Amount] Amount Principal Sum 1P ID L 1P Board Representative Signature 4854-3464-3644, v. 3 A-1-8 EXHIBIT A-2 (FORM OF EXCHANGE BOND) Registered UNITED STATES OF AMERICA SALT LAKE CITY, UTAH PUBLIC UTILITIES REVENUE BONDS SERIES 2024A Number R - Hardship Grant Assessment Rate Maturi . Date % February 1, 20 Registered Owner: Principal Amount: Registered Nque, Date , 20 AND NO/100 DOLLARS Salt Lake City, Utah (the "City"), a duly organized and existing municipal corporation and political subdivision of the State of Utah, located in Salt Lake County, Utah, acknowledges itself indebted and for value received hereby promises to pay, but solely in the manner and from the revenues and sources hereinafter provided, to the Registered Owner identified above or its registered assigns, on the Maturity Date specified above, upon presentation and surrender hereof, the Principal Amount identified above. The Hardship Grant Assessment on the Principal Amount shall be payable by check or draft mailed by U.S. Bank Trust Company, National Association (the "Paying Agent") to the Registered Owner hereof on each February 1. Principal and redemption price of this Bond shall be payable upon presentation of this Bond to the Paying Agent, for payment at maturity. If any installment payment of Bond principal and the Hardship Grant Assessment is not paid when due and payable, the City shall pay the Hardship Grant Assessment at the rate of [eighteen percent (18%)] per annum on the delinquent installment from said due date until paid. All payments shall be made in any coin or currency which on the date of payment is legal tender for the payment of debts due the United States of America. This Bond is one of an authorized issue of bonds of like date, term and effect except as to maturity, in the aggregate principal amount of Dollars ($ ), issued in exchange for the conversion of the City's $39,525,000 Public Utilities Revenue Bonds, Series 2024A, issued under and by virtue of the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated, 1953, as amended (the "Act"), and under and pursuant to a Master Trust Indenture, dated as of January 1, 2004, and heretofore amended and supplemented (the "Master Indenture"), between the City and U.S. Bank Trust Company, National Association, as trustee (said trustee and any successor thereto under the Master Indenture being herein referred to as the "Trustee"), as further amended and supplemented by a Twelfth Supplemental Trust Indenture, dated as of [August] 1, 2024 (the "Twelfth Supplemental Indenture"), between the City and the Trustee (such Master Indenture, as amended and supplemented by the Twelfth Supplemental Indenture and as hereafter amended and A-2-1 supplemented, being herein referred to as the "Indenture"), for the purposes of (a) paying all or a portion of the costs of construction of improvements to its water system, including, but not limited to the [planning and construction of lead service line inventory and replacements as well as potential replacement of aging water mains to facilitate service line replacements] and related improvements and (b) paying of all expenses incident thereto and to the issuance of the Series 2024A Bonds. This Bond is a special, limited obligation of the City payable solely from the Net Revenues (as defined in the Indenture) of the System and does not constitute an indebtedness of the City within the meaning of any state constitutional or statutory limitation. In no event shall this Bond be deemed or construed to be a general obligation indebtedness of the City or payable from any funds of the City other than the Revenues of the System. As provided in the Indenture, bonds, notes and other obligations may be issued from time to time in one or more series in various principal amounts, may mature at different times, may bear Hardship Grant Assessments or interest at different rates and may otherwise vary as provided in the Indenture, and the aggregate principal amount of such bonds, notes and other obligations which may be issued is not limited. This Bond and all other bonds, notes and other obligations issued and to be issued under the Indenture on a parity with this Bond are and will be equally and ratably secured by the pledge and covenants made therein, except as otherwise expressly provided or permitted in or pursuant to the Indenture. The issuance of this Bond shall not, directly, indirectly or contingently, obligate the City or any agency, instrumentality or political subdivision thereof to levy any form of taxation therefor or to make any appropriation for its payment. The Bonds are subject to redemption prior to maturity at any time, in whole or in part (if in part, in integral multiples of $1,000), at the election of the City in inverse order of maturity (if less than all of the Bonds maturing on any single date are called for redemption, the Trustee shall select the Bonds to be redeemed, from the Outstanding Bonds maturing on that date not previously called for redemption, in such manner as in the Trustee's sole discretion it shall deem appropriate and fair) upon not less than thirty (30) days' nor more than forty-five (45) days' prior notice, at a redemption price equal to 100% of the principal amount of each Bond to be redeemed. Notice of redemption shall be mailed by the City, postage prepaid, to the registered owners of said Bonds addressed to such owners at their address appearing on the registration books maintained by the City. Subject to the provisions of the Indenture, the Series 2024A Bonds are issuable in fully registered form, without coupons, in denomination equal to the principal amount of the bonds or, upon exchange, in the denomination of $1,000 or any integral multiple thereof. The City covenants and agrees that it will fix rates for service to customers of the System sufficient to pay this Bond when due, and principal and the Hardship Grant Assessments on all bonds and Bonds issued on a priority to or parity with this Bond, if any, as the same fall due, provided such rates must be reasonable rates for the type, kind and character of the service rendered, and will collect and account for the Revenues (as defined in the Indenture) to be received for such service, and will set aside one hundred percent (100%) of the Net Revenues of the System 4854-3464-3644, v. 3 A-1-2 (as defined in the Indenture) to pay this Bond according to the payment terms hereinabove set forth and the principal and Hardship Grant Assessments on all bonds and notes issued on a parity with this Bond, if any. To the extent and in the respects permitted by the Indenture, the Indenture may be modified or amended by action on behalf of the City taken in the manner and subject to the conditions and exceptions prescribed in the Indenture. The Registered Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the pledge or covenants made therein or to take any action with respect to an event of default under the Indenture or to institute, appear in, or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. This Bond is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the office of the Trustee (the "Registrar") but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture and upon surrender and cancellation of this Bond. Upon such transfer a new registered Bond or Bonds of the same series and the same maturity and of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange therefor. It is hereby certified, recited and declared that all conditions, acts and things essential to the validity of this Bond and the issue of which it forms a part do exist, have happened and have been done, and that every requirement of law affecting the issue hereof has been duly complied with; that this Bond and the issue of which it forms a part does not exceed any limitation prescribed by the Constitution and laws of the State of Utah; that one hundred percent (100%) of the Net Revenues to be derived from the operation of the System, including any future improvements, additions and extensions thereto, have been pledged and will be set aside into said special fund by the City to be used for the payment of this Bond and the issue of which it forms a part, and all bonds and notes issued on a parity with this Bond, if any, and that said Net Revenues of the System are not pledged, hypothecated or anticipated in any way other than by the issue of Series 2024A Bonds of which this Bond is one and all bonds and notes issued on a parity with this Bond, if any. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication on this Bond shall have been manually signed by the Trustee. SALT LAKE CITY, UTAH RIN Mayor COUNTERSIGN AND ATTEST: an City Recorder 4854-3464-3644, v. 3 A-1-3 EXHIBIT B COST OF ISSUANCE DISBURSEMENT REQUEST U.S. Bank Trust Company, National Association 170 South Main, Suite 200 Salt Lake City, Utah 84101 Pursuant to Section 3.2 of the Twelfth Supplemental Indenture of Trust dated as of [August 1], 2024, you are hereby authorized to pay to the following costs of issuance from the Series 2024A Project Account: [See Attached Schedule] SALT LAKE CITY, UTAH Authorized Representative Form of Schedule COSTS OF ISSUANCE Payee Purpose Amount PIM EXHIBIT C FORM OF REQUISITION Re: Salt Lake City, Utah Public Utilities Revenue Bonds, Series 2024A in the sum of U.S. Bank Trust Company, National Association 170 South Main, Suite 200 Salt Lake City, Utah 84101 You are hereby authorized to disburse from the Series 2024A Account of the Construction Fund with regard to the above -referenced bond issue the following: REQUISITION NUMBER: AMOUNT: $ PURPOSE FOR WHICH EXPENSE HAS BEEN INCURRED: Each obligation, item of cost, or expense mentioned herein has been properly incurred, is a proper charge against the Series 2024A Account of the Construction Fund based upon audited, itemized claims substantiated in support thereof (evidence of such support not herein required by the Trustee), is justly due and owing and constitutes a Cost of a Project and has not been the basis for a previous withdrawal. The amount remaining in the Series 2024A Account of the Construction Fund after such disbursement is made, together with the amount of unencumbered Net Revenues, if any, which the City reasonably estimates will be deposited in the Series 2024A Account of the Construction Fund during the period of construction of the Project from the investment of moneys on deposit in the Series 2024A Account of the Construction Fund, will, together with any other moneys lawfully available or expected to be lawfully available for payment of the Cost of the Project and after payment of the amount requested in said requisition, be sufficient to pay the Cost of Completion for the Project in accordance with the plans and specifications therefor then in effect; it being understood that no moneys from the Series 2024A Account of the Construction Fund may be expended unless, after giving effect thereto, the funds remaining in the Series 2024A Account of the Construction Fund, together with such other funds and income and lawfully available moneys, are sufficient to pay the Cost of Completion for the Project. C-1 DATED: Lolm Its: STATE OF UTAH DEPARTMENT OF ENVIRONMENTAL QUALITY DRINKING WATER BOARD By: Its: Assistant Executive Secretary 4854-3464-3644, v. 3 C-2