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Home My WebLink About10 Attachment 6 Electric Trust Agreement Truckee Donner PUD 2022 Electric COPsStradling Yocca Carlson & Rauth Draft of 5110122 TRUST AGREEMENT by and among THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee and TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION as Corporation and TRUCKEE DONNER PUBLIC UTILITY DISTRICT as District Dated as of July 1, 2022 Relating to TRUCKEE DONNER PUBLIC UTILITY DISTRICT ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2022A 4891-3198-8249/022925-0111 Table of Contents Page ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; CONTENTS OF CERTIFICATES AND OPINIONS; RECITALS Section1.1. Definitions..................................................................................................................... I Section 1.2. Rules of Construction................................................................................................... 7 Section 1.3. Content of Statements and Opinions............................................................................. 8 Section1.4. Recitals.......................................................................................................................... 8 ARTICLE II CERTIFICATES; TERMS AND PROVISIONS Section 2.1. Preparation of Certificates............................................................................................ 9 Section 2.2. Denominations; Forms and Numbers; Medium and Place of Payment; Dating ........... 9 Section 2.3. Respect to Certificates................................................................................................10 Section 2.4. Form of Certificates....................................................................................................10 Section2.5. Execution....................................................................................................................10 Section 2.6. Transfer of Certificates...............................................................................................10 Section 2.7. Exchange of Certificates............................................................................................. I I Section 2.8. Certificate Registration Books.................................................................................... I I Section 2.9. Certificates Mutilated, Lost, Destroyed or Stolen ....................................................... I I Section2.10. Book -Entry System.....................................................................................................12 Section 2.11. CUSIP Numbers..........................................................................................................15 ARTICLE III DELIVERY OF CERTIFICATES Section 3.1. Delivery of Certificates...............................................................................................15 Section 3.2. Application of Proceeds of Certificates......................................................................15 Section 3.3. Validity of Certificates................................................................................................16 Section3.4. Delivery Cost Fund.....................................................................................................16 Section3.5. Acquisition Fund.........................................................................................................16 ARTICLE IV PREPAYMENT OF CERTIFICATES Section 4.1. Terms of Prepayment..................................................................................................16 Section 4.2. Selection of Certificates for Prepayment....................................................................17 Section 4.3. Notice of Prepayment.................................................................................................17 Section 4.4. Partial Prepayment of Certificate................................................................................18 Section4.5. Effect of Prepayment..................................................................................................18 4891-3198-8249/022925-0111 Table of Contents (Continued) Page ARTICLE V INSTALLMENT PAYMENTS Section 5.1. Pledge and Deposit of Installment Payments..............................................................18 Section 5.2. Certificate Payment Fund...........................................................................................18 Section 5.3. Investment of Moneys in Special Funds.....................................................................19 Section 5.4. Pledge of Moneys in Funds......................................................................................... 20 Section5.5. Rebate Fund................................................................................................................ 20 ARTICLE VI COVENANTS Section 6.1. Corporation and District to Perform Installment Purchase Agreement ...................... 22 Section6.2. [Reserved]................................................................................................................... 22 Section 6.3. Tax Covenants............................................................................................................22 Section 6.4. Accounting Records and Reports................................................................................ 23 Section 6.5. Compliance with Trust Agreement.............................................................................23 Section 6.6. Observance of Laws and Regulations......................................................................... 24 Section 6.7. Compliance with Contracts.........................................................................................24 Section 6.8. Prosecution and Defense of Suits............................................................................... 24 Section 6.9. Recordation and Filing................................................................................................ 24 Section6.10. Eminent Domain......................................................................................................... 25 Section 6.11. Further Assurances......................................................................................................25 Section 6.12. Continuing Disclosure................................................................................................ 25 ARTICLE VII DEFAULT AND LIMITATION OF LIABILITY Section 7.1. Notice of Non-Payment.............................................................................................. 25 Section 7.2. Action on Default or Termination............................................................................... 26 Section 7.3. Other Remedies of the Trustee.................................................................................... 26 Section7.4. Non-Waiver................................................................................................................. 26 Section 7.5. Remedies Not Exclusive............................................................................................. 26 Section 7.6. No Obligation by the District to Owners.................................................................... 27 Section 7.7. Trustee Appointed Agent for Certificate Owners; Direction of Proceedings ............. 27 Section 7.8. Power of Trustee to Control Proceedings................................................................... 27 Section 7.9. Limitation on Certificate Owners' Right to Sue ......................................................... 27 Section 7.10. No Obligation with Respect to Performance by Trustee ............................................ 28 Section 7.11. No Liability to Owners for Payment........................................................................... 28 Section 7.12. No Responsibility for Sufficiency.............................................................................. 28 Section 7.13. Indemnification of Trustee.......................................................................................... 28 ii 4891-3198-8249/022925-0111 Table of Contents (Continued) Page ARTICLE VIII THE TRUSTEE Section 8.1. Employment of Trustee............................................................................................... 29 Section 8.2. Acceptance of Employment........................................................................................ 29 Section 8.3. Trustee; Duties, Removal and Resignation................................................................. 29 Section 8.4. Compensation of the Trustee...................................................................................... 30 Section 8.5. Protection of the Trustee............................................................................................. 30 Section 8.6. Merger or Consolidation.............................................................................................33 ARTICLE IX AMENDMENT OF TRUST AGREEMENT Section 9.1. Amendments Permitted...............................................................................................33 Section 9.2. Endorsement or Replacement of Certificates After Amendment or Supplement................................................................................................................. 34 Section 9.3. Amendment of Particular Certificates......................................................................... 34 ARTICLE X DEFEASANCE Section 10.1. Discharge of Trust Agreement.................................................................................... 34 Section 10.2. Deposit of Money or Securities with Trustee............................................................. 35 Section 10.3. Unclaimed Moneys..................................................................................................... 36 ARTICLE XI MISCELLANEOUS Section 11.1. Benefits of Trust Agreement Limited to Parties......................................................... 36 Section 11.2. Successor Deemed Included in all References to Predecessor ................................... 36 Section 11.3. Execution of Documents by Owners.......................................................................... 36 Section 11.4. Disqualified Certificates............................................................................................. 37 Section 11.5. Waiver of Personal Liability....................................................................................... 37 Section 11.6. Destruction of Certificates.......................................................................................... 37 Section11.7. Headings..................................................................................................................... 37 Section 11.8. Funds and Accounts.................................................................................................... 37 Section11.9. Partial Invalidity..........................................................................................................38 Section11.10. California Law............................................................................................................ 38 Section11.11. Notices........................................................................................................................ 38 Section 11.12. Execution in Counterparts........................................................................................... 38 Section11.13. Force Majeure............................................................................................................. 39 Section11.14. U.S.A. Patriot Act.......................................................................................................39 4891-3198-8249/022925-0111 Table of Contents (Continued) Page EXHIBIT A Form of Certificate A-1 EXHIBIT B Form of Requisition from Delivery Cost Fund B-1 iv 4891-3198-8249/022925-0111 TRUST AGREEMENT THIS TRUST AGREEMENT is made and entered into and dated as of July 1, 2022 (the "Agreement"), by and among THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., acting solely in its capacity as trustee (the "Trustee"), and not individually, a national banking association that is authorized to exercise trust powers, duly organized and existing under the laws of the United States of America, TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION, a nonprofit public benefit corporation that is duly organized and existing under the laws of the State of California (the "Corporation"), and TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a public utility district that is duly organized and existing under the laws of the State of California (the "District"). RECITALS In consideration of the mutual covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; CONTENTS OF CERTIFICATES AND OPINIONS; RECITALS Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. All capitalized terms which are used herein and not defined herein shall have the meanings ascribed thereto in the Installment Purchase Agreement. Accountant's Report. The term "Accountant's Report" means a report signed by an Independent Certified Public Accountant. Agreement. The term "Agreement" means this Trust Agreement, as originally executed or as it may from time to time be amended or supplemented as provided for herein. Assignment Agreement. The term "Assignment Agreement" means that certain Assignment Agreement, dated as of July 1, 2022, by and between the Corporation and the Trustee, as originally executed or as it may from time to time be amended or supplemented in accordance with its terms. Beneficial Owner. The term "Beneficial Owner" means with respect to any Certificate while in book -entry form, as provided in Section 2.10 of this Agreement, the person who is the beneficial owner of such Certificate, according to the records of the Securities Depository or its agent, and with respect to any Certificate not in book -entry form, the Owner thereof. Business Day. The term "Business Day" means any day of the year other than Saturday or Sunday on which banks in [Los Angeles], California, are not authorized or obligated by law or executive order to close and on which the New York Stock Exchange is not closed. 4891-3198-8249/022925-0111 Certificate Payment Fund. The term "Certificate Payment Fund" means the fund by that name established and held by the Trustee pursuant to the terms of Section 5.2 hereof Certificates. The term "Certificates" means the Truckee Donner Public Utility District Electric System Revenue Certificates of Participation, Series 2022A executed and delivered by the Trustee pursuant to this Agreement. Code. The term "Code" means the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, as the same may be amended from time to time, and any successor provisions of law. Reference to a particular section of the Code shall be deemed to be a reference to any successor to any such section. Continuing Disclosure Certificate. The term "Continuing Disclosure Certificate" means the Continuing Disclosure Certificate relating to the Certificates, dated the date of execution and delivery of the Certificates, executed by the District. Delivery Cost Fund. The term "Delivery Cost Fund" means the fund by that name established by Section 3.4 hereof. Delivery Costs. The term "Delivery Costs" means all items of expense directly or indirectly payable by or reimbursable to the District and related to the authorization, execution, sale and delivery of the Certificates, including but not limited to costs of preparation and reproduction of documents, printing expenses, filing and recording fees, initial fees and charges of the Trustee and counsel to the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, rating agency fees, title insurance premiums, letter of credit fees and bond insurance premiums (if any), fees and charges for preparation, execution and safekeeping of the Certificates and any other cost, charge or fee in connection with the original execution and delivery of the Certificates. DTC. The term "DTC" means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York in its capacity as securities depository for the Certificates. Information Services. The term "Information Services" means the Municipal Securities Rulemaking Board; and, 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 as the District may designate in a Written Request of the District delivered to the Trustee. Installment Payments. The term "Installment Payments" means the installment payments payable by the District pursuant to the Installment Purchase Agreement and in the amounts and at the times set forth in the Installment Purchase Agreement. Installment Payment Date. The term "Installment Payment Date" means each date on which Installment Payments are scheduled to be paid by the District pursuant to the Installment Purchase Agreement. Installment Purchase Agreement. The term "Installment Purchase Agreement" means the Installment Purchase Agreement, dated as of July 1, 2022, by and between the District and the 2 4891-3198-8249/022925-0111 Corporation, as originally executed or as it may from time to time be amended in accordance with its terms. Interest Fund. The term "Interest Fund" means the fund by that name established by Section 5.2 hereof. Investment Agreement. The term "Investment Agreement" means an investment agreement supported by an opinion of counsel as to the enforceability of the Investment Agreement against the provider thereof, provided that the guarantor thereof is rated at least "AA" and "Aa" by S&P and Moody's, respectively, at the time of investment, and as further described in the definition of "Permitted Investments." Letter of Representations. The term "Letter of Representations" means the letter of the District delivered to and accepted by DTC on or prior to delivery of the Certificates as book -entry certificates setting forth the basis on which DTC serves as depository for such book -entry certificates, as originally executed or as it may be supplemented or revised or replaced by a letter from the District delivered to and accepted by DTC. Nominee. The term "Nominee" means the nominee of DTC, which may be DTC, as determined from time to time pursuant to Section 2.10 hereof. Outstanding. The term "Outstanding," when used as of any particular time with reference to Certificates, means (subject to the provisions of Section 11.4) all Certificates except: (1) Certificates cancelled by the Trustee or delivered to the Trustee for cancellation; (2) Certificates paid or deemed to have been paid within the meaning of Section 10.1; and (3) Certificates in lieu of or in substitution for which other Certificates shall have been executed and delivered by the Trustee pursuant to Section 2.9 and Certificates paid pursuant to the last sentence of Section 2.9. Owner. The term "Owner" or "Certificate Owner" or "Owner of Certificates" or any similar term, when used with respect to the Certificates, means any person who shall be the registered owner of any Outstanding Certificate. Participants. The term "Participants" means those broker -dealers, banks and other financial institutions from time to time for which DTC holds book -entry certificates as securities depository. Payment Dates; Payment Date. The term "Payment Dates" means: (i) 15, 202 and each May 15 and November 15 thereafter; and (ii) any date on which the unpaid Installment Payments are declared to be due and payable immediately, provided that such declaration is not rescinded or annulled, all in accordance with Section 8.1 of the Installment Purchase Agreement. Permitted Investments. The term "Permitted Investments" means any of the following obligations if and to the extent that they are permissible investments of funds of the District (provided that the Trustee shall be entitled to rely upon any investment directions from the District as conclusive certification to the Trustee that the investments described therein are permissible investment of funds of the District): (a) Direct obligations of the United States (including obligations issued or held in book - entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States. 3 4891-3198-8249/022925-0111 (b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States (stripped securities are only permitted if they have been stripped by the agency itself): 1. U.S. Export -Import Bank ("Bximbank") Direct obligations or fully guaranteed certificates of beneficial ownership ownership 2. Farmers Home Administration ("FmHA") Certificates of beneficial 3. Federal Financing Bank 4. Federal Housing Administration Debentures ("FHA") 5. General Services Administration Participation certificates 6. Government National Mortgage Association ("GNMA") GNMA - guaranteed mortgage -backed bonds and GNMA - guaranteed pass -through obligations (not acceptable for certain cash -flow sensitive issues) 7. United States Maritime Administration Guaranteed Title XI financing 8. United States Department of Housing and Urban Development ("HUD") Project Notes, Local Authority Bonds, New Communities Debentures, United States government guaranteed debentures, United States Public Housing Notes and Bonds and United States government guaranteed public housing notes and bonds (c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non -full faith and credit United States government agencies (stripped securities are only permitted if they have been stripped by the agency itself): 1. Federal Home Loan Bank System Senior debt obligations 2. Federal Home Loan Mortgage Corporation ("FHLMC") Participation Certificates and Senior debt obligations 3. Federal National Mortgage Association ("FNMA") Mortgage -backed securities and senior debt obligations 4. Student Loan Marketing Association ("SLMA") Senior debt obligations 5. Resolution Funding Corporation obligations 6. Farm Credit System Consolidated system -wide bonds and notes (d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of "AAAm G," "AAA m" or "AA-m" and if rated by Moody's rated "Aaa," "AaI" or "Aa2," including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other 4 4891-3198-8249/022925-0111 management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee. (e) Certificates of deposit secured at all times by collateral described in clauses (a) and/or (b) above. Such certificates must be issued by commercial banks (including affiliates of the Trustee), savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. (f) Certificates of deposit, savings accounts, deposit accounts or money market deposits (including those of the Trustee and its affiliates) which are fully insured by FDIC, or secured at all times by collateral described in clauses (a) and/or (b) above. (g) Investment Agreements, including guaranteed investment contracts, forward purchase agreements and reserve fund put agreements. (h) Commercial paper rated, at the time of purchase, "Prime-1" by Moody's and "A-1" or better by S&P. (i) Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest Rating Categories assigned by such agencies. 0) Federal funds or bankers acceptances with a maximum term of one year of any bank (including those of the Trustee and its affiliates) which has an unsecured, uninsured and unguaranteed obligation rating of "Prime 1" or "AY or better by Moody's and "A-l" or "A" or better by S&P. (k) Repurchase agreements for 30 days or less must follow the following criteria. Repurchase agreements which provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date; and: Repurchase agreements must be between the municipal entity and a dealer bank or securities firm; A. Primary dealers on the Federal Reserve reporting dealer list which are rated "A" or better by S&P and Moody's; or B. Banks rated "A" or above by S&P and Moody's. 2. The written repurchase agreements contract must include the following: 4891-3198-8249/022925-0111 A. Securities which are acceptable for transfer are: (1) Direct United States governments, or (2) Federal agencies backed by the full faith and credit of the United States government (and FNMA & FHLMC) B. The term of a repurchase agreement may be up to 30 days C. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). D. Valuation of Collateral (1) The securities must be valued weekly, marked to market at current market price plus accrued interest. (2) The value of collateral must be equal to 104% of the amount of cash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%. (3) A legal opinion must be delivered to the municipal entity to the effect that the repurchase agreement meets guidelines under state law for legal investment of public funds. (1) The California Asset Management Program. (m) Any state administered pooled investment fund in which the District is statutorily permitted or required to invest will be deemed a permitted investment, including, but not limited to the Local Agency Investment Fund in the treasury of the State. Prepayment Fund. The term "Prepayment Fund" means the fund by that name established by Section 5.2 hereof. Prepayment Price. The term "Prepayment Price" means, with respect to any Certificate (or portion thereof), the principal amount with respect to such Certificate (or portion thereof) plus the applicable premium, if any, payable upon prepayment thereof pursuant to the provisions of such Certificate and this Agreement. Principal Fund. The term "Principal Fund" means the fund by that name established by Section 5.2 hereof. Rebate Fund. The term "Rebate Fund" means the fund by that name described in Section 5.5 hereof. Record Date. The term "Record Date" means, with respect to any Payment Date relating to the Certificates, the first day of the calendar month in which such Payment Date falls. 6 4891-3198-8249/022925-0111 Securities Depository. The term "Securities Depository" means The Depository Trust Company, a New York banking corporation, its successors and assigns, or if. (i) the then -serving Securities Depository resigns from its functions as depository of the Certificates; or (ii) the District discontinues the use of the Securities Depository pursuant to Section 2.10, any other securities depository which agrees to follow the procedures required to be followed by a securities depository in connection with the Certificates. Special Counsel. The term "Special Counsel" means an attorney at law or a firm of attorneys selected by the District of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on bonds and certificates of participation issued by states and their political subdivisions duly admitted to the practice of law before the highest court of California. State. The term "State" means the State of California. Statement of the Corporation or District. The term "Statement of the Corporation or District" means: (i) a statement signed by or on behalf of the Corporation by its Chair or Vice Chair; or (ii) by the District by the President of its Board of Directors and by the Secretary of its Board of Directors or by any two persons (whether or not officers of the Board of Directors of the District) who are specifically authorized by resolution of the District to sign or execute such a document on its behalf. If and to the extent required by the provisions of Section 1.3, each Statement of the Corporation or District shall include the statements provided for in Section 1.3. Tax Certificate. The term "Tax Certificate" means the Tax Certificate dated the date of the initial execution and delivery of the Certificates, concerning certain matters pertaining to the use and investment of proceeds of the Certificates executed by and delivered to the District, including any and all exhibits attached thereto. Trustee. The term "Trustee" means The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America having a designated corporate trust office in [Los Angeles], California, acting as trustee under this Agreement (not individually), or its successor or assignee as Trustee hereunder. Written Consent of the Corporation or District; Written Requisition of the Corporation or District; Written Order of the Corporation or District; Written Request of the Corporation or District. The terms "Written Consent of the Corporation or District," "Written Order of the Corporation or District," "Written Request of the Corporation or District," and "Written Requisition of the Corporation or District" mean, respectively, a written consent, order, request or requisition signed by or on behalf of. (i) the Corporation by its Chair, Vice Chair, Secretary or Treasurer; or (ii) the District by the Chairperson, the Vice Chairperson, the General Manager or by any two persons (whether or not officers of the Board of Directors of the District) who are specifically authorized by resolution of the District to sign or execute such a document on its behalf. Section 1.2. Rules of Construction. Words of any gender shall be deemed and construed to include all genders, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa. 7 4891-3198-8249/022925-0111 Section 1.3. Content of Statements and Opinions. Every statement or opinion with respect to compliance with a condition or covenant provided for in this Agreement, including each Statement of the Corporation or the District, shall include: (a) a statement that the person or persons making or giving such statement or opinion have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such statement or opinion are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such statement or opinion made or given by an officer of the Corporation or the District may be based, insofar as it relates to legal or accounting matters, upon a statement or opinion of or representations by counsel or accountants, unless such officer knows, or in the exercise of reasonable care should have known, that the statement or opinion or representations with respect to the matters upon which his statement or opinion may be based, as aforesaid, are erroneous. Any such statement or opinion made or given by counsel or accountants may be based, insofar as it relates to factual matters, upon information which is in the possession of the Corporation or the District, or upon the statement or opinion of or representations by an officer or officers of the Corporation or the District, unless such counsel, accountant or consultant knows, or in the exercise of reasonable care should have known, that the statement or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Section 1.4. Recitals. (a) Installment Purchase Agreement. The Corporation and the District have entered into the Installment Purchase Agreement whereby the Corporation has agreed to sell to the District the 2022 Project, and the District has agreed to purchase the 2022 Project from the Corporation, in order to finance the 2022 Project. (b) Installment Payments. Under the Installment Purchase Agreement, the District is obligated to pay to the Corporation or its assigns Installment Payments for the purchase of the 2022 Project. (c) Assignment Agreement. For the purpose of obtaining the moneys required to be deposited by the Corporation with the Trustee, and for the purpose of securing the obligations of the Corporation hereunder, the Corporation has assigned and transferred certain of its rights under the Installment Purchase Agreement to the Trustee pursuant to the Assignment Agreement; and in consideration of such assignment and the execution of this Agreement, the Trustee has agreed to execute and deliver certificates of participation, each evidencing an interest in the Installment Payments in an aggregate amount equal to the aggregate principal amount of certificates of participation so executed and delivered. (d) Conditions Precedent Satisfied. The District and the Corporation hereby certify that all acts, conditions and things required by law to exist, happen and be performed precedent to and in connection with the execution and entering into of this Agreement have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly empowered to execute and enter into this Agreement. 8 4891-3198-8249/022925-0111 (e) Limited Recourse. The Certificates represent participation interests in, and are payable solely from and secured solely by, the Installment Payments in accordance with the terms of this Agreement, and any recourse for payment of the Certificates shall be limited to the Installment Payments payable by the District pursuant to the Installment Purchase Agreement and in the amounts and at the times set forth in the Installment Purchase Agreement as provided in this Agreement. Without limiting the foregoing and notwithstanding any term herein to the contrary, the Certificates do not represent and do not constitute obligations of the Trustee in its individual capacity, and there shall be no recourse against the Trustee individually, or against any of its assets or properties, for payment of the Certificates or any of the obligations of the District under the Installment Purchase Agreement. ARTICLE II CERTIFICATES; TERMS AND PROVISIONS Section 2.1. Preparation of Certificates. The Trustee is hereby authorized to execute certificates of participation, to be denominated "Electric System Revenue Certificates of Participation, Series 2022A" in an aggregate principal amount of MILLION HUNDRED THOUSAND DOLLARS ($), evidencing undivided interests in Installment Payments to be paid by the District under the Installment Purchase Agreement. Section 2.2. Denominations; Forms and Numbers; Medium and Place of Payment; Dating. The Certificates shall be delivered in the form of fully registered Certificates in denominations of $5,000 each or any integral multiple thereof, provided that no Certificate shall have principal represented thereby maturing in more than one year. The Certificates shall be substantially in the form attached hereto as Exhibit A. The principal and Prepayment Price with respect to all Certificates shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the designated corporate trust office of the Trustee. Interest with respect to Certificates shall be payable by check of the Trustee mailed by first class mail on the Payment Dates of such Certificates to the respective Certificate Owners of record thereof as of the close of business on the Record Date at the addresses shown on the books required to be kept pursuant to Section 2.8 or, upon the written request received by the Trustee of an Owner of at least $1,000,000 in aggregate principal amount of Certificates, by wire transfer of immediately available funds to an account in the United States designated by such Owner prior to the applicable Record Date, except in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Payment Date, such defaulted interest shall be paid to the Owners in whose names any such Certificates are registered at the close of business on a special record date as determined by the Trustee. The Certificates shall be dated the date of initial execution and delivery. Interest with respect to the Certificates shall be payable from the Payment Date preceding their date of execution, unless such date shall be after a Record Date and on or before the succeeding Payment Date, in which case interest shall be payable from such Payment Date or unless such date shall be on or before the first Record Date, in which case interest shall be payable from the date of initial execution and delivery, provided, however, that if, as shown by the records of the Trustee, interest with respect to the Certificates shall be in default, Certificates executed in exchange for Certificates surrendered for transfer or exchange shall represent interest from the last date to which interest has been paid in full 9 4891-3198-8249/022925-0111 or duly provided for with respect to the Certificates, or, if no interest has been paid or duly provided for with respect to the Certificates, from the date of initial execution and delivery. Section 2.3. Respect to Certificates. Certificates in the aggregate principal amount of $ shall become payable on November 15 in the years and in the amounts and with an interest component as provided below. Interest with respect to the Certificates shall be calculated on the basis of a 360-day year of twelve 30-day months. Maturity (November 15) Principal Amount Interest Rate 20 $ % Section 2.4. Form of Certificates. The Certificates and the form of assignment to appear thereon shall be in substantially the form set forth in Exhibit A with necessary or appropriate variations, omissions and insertions as permitted or required by this Agreement. Section 2.5. Execution. The Certificates shall be executed by and in the name of the Trustee, solely as trustee under this Agreement (and not individually), by the manual signature of an authorized officer or signatory of the Trustee. Section 2.6. Transfer of Certificates. Any Certificate may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.8, by the person in whose name it is registered, in person or by such person's duly authorized attorney, upon surrender of such Certificate for cancellation at the corporate trust office of the Trustee, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. Whenever any Certificate or Certificates shall be surrendered for transfer, the Trustee shall execute and deliver a new Certificate or Certificates of the same series and maturity, for a like aggregate principal amount, and of authorized denomination or denominations. The Trustee may charge a sum for each new Certificate executed and delivered upon any transfer. The Trustee may require the payment by any Certificate Owner requesting any such transfer of any tax or other 10 4891-3198-8249/022925-0111 governmental charge required to be paid with respect to such transfer. Following any transfer of Certificates, the Trustee shall cancel and destroy the Certificates it has received in accordance with its customary procedures. The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Section 2.7. Exchange of Certificates. Certificates may be exchanged at the corporate trust office of the Trustee, for a like aggregate principal amount of Certificates of other authorized denominations of the same series and maturity. The Trustee may charge a sum for each new Certificate executed and delivered upon any exchange except in the case of any exchange of temporary Certificates for definitive Certificates. The Trustee may require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. Following any exchange of Certificates, the Trustee shall cancel and destroy the Certificates it has received in accordance with its customary procedures. The Trustee shall not be required to register the exchange or transfer pursuant to Section 2.6 or Section 2.7 hereof, of any Certificate: (a) within 15 days preceding selection of Certificates for prepayment; or (b) selected for prepayment (except for any non -prepaid portion thereof). Section 2.8. Certificate Registration Books. The Trustee will keep or cause to be kept, at its corporate trust office, sufficient books for the registration and transfer of the Certificates, which shall upon reasonable prior notice and at all reasonable times be open to inspection by the Corporation or the District; 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, Certificates as hereinbefore provided. The person in whose name any Certificate shall be registered shall be deemed the Owner thereof for all purposes hereof, and payment of or on account of the interest with respect to and principal of, Prepayment Price represented by such Certificate shall be made only to or upon the order in writing of such registered owner, which payments shall be valid and effectual to satisfy and discharge liability upon such Certificate to the extent of the sum or sums so paid. Section 2.9. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate shall become mutilated, the Trustee shall execute and deliver a new Certificate of like tenor, series, maturity, and principal amount, in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be canceled by it and destroyed. If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given indemnifying the Trustee, the Corporation and the District, the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new Certificate of like tenor, series and maturity, and numbered as the Trustee shall determine, in lieu of and in substitution for the Certificate so lost, destroyed or stolen. The Trustee may require payment of a sum not exceeding the actual cost of preparing each new Certificate executed under this Section 11 4891-3198-8249/022925-0111 and of the expenses which may be incurred by the Trustee under this Section. Any Certificate executed under the provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Agreement with all other Certificates secured by this Agreement. The Trustee shall not be required to treat both the original Certificate and any replacement Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which may be executed hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Certificate for a Certificate which has been mutilated, lost, destroyed or stolen and which has matured or has been selected for prepayment, the Trustee may, at the direction of the District, make payment of such Certificate upon receipt of indemnity satisfactory to the Trustee. Section 2.10. Book -Entry System. (a) Except as otherwise provided in this Section, each Certificate shall be executed and delivered in the form of one global certificate for each maturity of each series registered in the name of the Securities Depository or its nominee, and ownership thereof shall be maintained in book -entry form by the Securities Depository for the account of the Participants thereof. "Securities Depository" means: (i) The Depository Trust Company, appointed as Securities Depository herein, and its successors and assigns; or (ii) if the then Securities Depository resigns from its functions as depository of the Certificates or if the District discontinues the use of the Securities Depository pursuant to subsection (c) of this Section, any other securities depository which agrees to follow the procedures required to be followed by a securities depository in connection with the Certificates and which is appointed by the District. "Participant" means a member of, or participant in, the Securities Depository. Initially, the Certificates shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Except as provided in subsection (c) of this Section, the Certificates may be transferred, in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository, or to a successor Securities Depository appointed or approved by the District or to a nominee of such successor. Each global certificate shall bear a legend substantially to the following effect: "Except as otherwise provided in the Trust Agreement this global certificate may be transferred, in whole but not in part, only to another nominee of the Securities Depository (as defined in the Trust Agreement) or to a successor Securities Depository or to a nominee of a successor Securities Depository." With respect to book -entry Certificates, the District and the Trustee shall have no responsibility or obligation to any Participant or to any person on behalf of which such a Participant holds an interest in such book -entry Certificates. Without limiting the immediately preceding sentence, the District and the Trustee shall have no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, the Nominee, or any Participant with respect to any ownership interest in book -entry Certificates; (ii) the delivery to any Participant, Beneficial Owner or any other person, other than the Securities Depository, of any notice with respect to book -entry Certificates, including any notice of prepayment; (iii) the selection by DTC and its Participants of the beneficial interests in book -entry Certificates to be prepaid in the event the District prepays the Certificates in part; (iv) the payment, to any Participant, Beneficial Owner of Certificates or other person, other than the Securities Depository, of any amount of principal of, premium, if any, or interest with respect to book -entry Certificates; or (v) any consent given by the Securities Depository as Owner of any 12 4891-3198-8249/022925-0111 Certificates. The District and the Trustee may treat and consider the person in whose name each book -entry Certificate is registered in the registration books as the absolute owner of such book -entry Certificate for all purposes, whatsoever, including without limitation, payment of principal of, Prepayment Price or interest with respect to such Certificate, giving notices of prepayment and other matters with respect to such Certificate and registering transfers with respect to such Certificate. The Trustee shall pay all principal of, Prepayment Price or interest with respect to the Certificates only to or upon the order of the respective Owner, as shown in the registration books, or his respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, Prepayment Price or interest with respect to the Certificates to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books, shall receive a Certificate evidencing the obligation to make payments of principal of, Prepayment Price or interest with respect to the Certificates. Upon delivery by DTC to the Owner and the Trustee, of written notice to the effect that DTC has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Agreement shall refer to such nominee of DTC. The District and the Trustee shall be entitled to treat the person in whose name any Certificate is registered as the Owner thereof for all purposes of this Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the District; and the District and the Trustee shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any Beneficial Owners of the Certificates. Neither the District nor the Trustee shall have any responsibility or obligation, legal or otherwise, to any such Beneficial Owners or to any other party, including DTC or its successor (or Substitute Depository or its successor), except to the Owner of any Certificates, and the Trustee may rely conclusively on its records as to the identity of the Owners of the Certificates. (b) In order to qualify the book -entry Certificates for DTC's book -entry system, the District shall execute and deliver to DTC a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the District or the Trustee any obligation whatsoever with respect to persons having interests in such book -entry Certificates other than the Owners, as shown on the Certificate registration books. In addition to the execution and delivery of a Letter of Representations, the District shall take such other actions, not inconsistent with this Agreement, as are reasonably necessary to qualify book -entry Certificates for DTC's book - entry program. (c) If at any time the Securities Depository notifies the Trustee and the District that it is unwilling or unable to continue as Securities Depository with respect to any or all series of the Certificates or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation and a successor Securities Depository is not appointed by the District within 90 days after the District receives notice or becomes aware of such condition, or if the Securities Depository ceases to function as the Securities Depository without prior notice, as the case may be, subsections (a) and (b) of this Section shall no longer be applicable and the Trustee shall execute and deliver certificates representing the Certificates so affected as provided below, provided that the Trustee shall not be required to deliver such new Certificates within a period of less than sixty (60) days from the date of receipt of such Written Request from the District. In addition, the District may determine at any time that the Certificates shall no longer be represented by global certificates and that the provisions of subsections (a) and (b) of this Section shall no longer apply to such 13 4891-3198-8249/022925-0111 Certificates. In such event, the Trustee shall execute and deliver, in exchange for a global certificate, certificates representing the Certificates registered in such names and authorized denominations as the Securities Depository, pursuant to instructions from the Participants or otherwise, shall instruct the Trustee, provided that the Trustee shall not be required to deliver such new Certificates within a period of less than sixty (60) days from the date of receipt of such Written Request from the District. The Trustee shall deliver such certificates representing the Certificates to the persons in whose names the Certificates are so registered. (d) In the case of a partial prepayment or an advance refunding of any Certificates evidencing a portion of the principal maturing in a particular year, DTC or its successor (or any Substitute Depository or its successor) shall make an appropriate notation on such Certificates indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee, all in accordance with the Letter of Representations. The Trustee shall not be liable for such Depository's failure to make such notations or errors in making such notations. (e) Notwithstanding any other provision of this Agreement to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of The Depository Trust Company, all payments with respect to the principal of, Prepayment Price or interest with respect to such Certificate and all notices with respect thereto shall be made and given, respectively, to The Depository Trust Company as provided in the applicable Letter of Representations of the District addressed to The Depository Trust Company with respect thereto notwithstanding any inconsistent provisions herein. (fl (i) The Certificates shall be initially executed and delivered as provided in Section 2.1 hereof. Registered ownership of such Certificates, or any portions thereof, may not thereafter be transferred except: (A) to any successor of DTC or its nominee, or of any substitute depository designated pursuant to clause (B) of subsection (i) of this Section 2.10(f) ("Substitute Depository"); provided that any successor of DTC or Substitute Depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (B) to any Substitute Depository, upon: (1) the resignation of DTC or its successor (or any Substitute Depository or its successor) from its functions as depository; or (2) a determination by the District that DTC (or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (C) to any person as provided below, upon: (1) the resignation of DTC or its successor (or any Substitute Depository or its successor) from its functions as depository; or (2) a determination by the District that DTC or its successor (or Substitute Depository or its successor) is no longer able to carry out its functions as depository. (ii) In the case of any transfer pursuant to clause (A) or clause (B) of subsection (i) of this Section 2.10(f), upon receipt of all Outstanding Certificates by the Trustee, together with a written request of the District to the Trustee designating the Substitute Depository, a single new Certificate, which the District shall prepare or cause to be prepared, shall be executed and 14 4891-3198-8249/022925-0111 delivered for each maturity of each series of Certificates then Outstanding, registered in the name of such successor or such Substitute Depository or their Nominees, as the case may be, all as specified in such written request of the District. In the case of any transfer pursuant to clause (C) of subsection (i) of this Section 2.10(f), upon receipt of all Outstanding Certificates by the Trustee, together with a written request of the District to the Trustee, new Certificates, which the District shall prepare or cause to be prepared, shall be executed and delivered in such denominations and registered in the names of such persons as are requested in such written request of the District, subject to the limitations of Section 2.1 hereof, provided that the Trustee shall not be required to deliver such new Certificates within a period of less than sixty (60) days from the date of receipt of such written request from the District. (iii) In the case of a partial prepayment or an advance refunding of any Certificates evidencing a portion of the principal maturing in a particular year, DTC or its successor (or any Substitute Depository or its successor) shall make an appropriate notation on such Certificates indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee, all in accordance with the Letter of Representations. The Trustee shall not be liable for such Depository's failure to make such notations or errors in making such notations. (iv) The District and the Trustee shall be entitled to treat the person in whose name any Certificate is registered as the Owner thereof for all purposes of this Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the District; and the District and the Trustee shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any Beneficial Owners of the Certificates. Neither the District nor the Trustee shall have any responsibility or obligation, legal or otherwise, to any such Beneficial Owners or to any other party, including DTC or its successor (or Substitute Depository or its successor), except to the Owner of any Certificates, and the Trustee may rely conclusively on its records as to the identity of the Owners of the Certificates. Section 2.11. CUSIP Numbers. The District in causing the execution and delivery of the Certificates may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of prepayment as a convenience to Owners; provided that the Trustee shall have no liability for any defect in the "CUSIP" numbers as they appear on any Certificate, notice or elsewhere; and provided further that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of a prepayment and that reliance may be placed only on the other identification numbers printed on the Certificates, and any such prepayment shall not be affected by any defect in or omission of such numbers. The District will promptly notify the Trustee in writing of any change in the "CUSIP" numbers. ARTICLE III DELIVERY OF CERTIFICATES Section 3.1. Delivery of Certificates. The Trustee is hereby authorized to execute and deliver Certificates in an aggregate principal amount of $ upon the Written Order of the District. Section 3.2. Application of Proceeds of Certificates. The proceeds derived from the sale of the Certificates in the amount of $ shall be deposited with the Trustee, who shall: (i) deposit 15 4891-3198-8249/022925-0111 $ , representing costs of issuance, in the Delivery Cost Fund; and (ii) transfer $ to the District for deposit in the Acquisition Fund. The Trustee may establish temporary funds and accounts to facilitate such transfers. Section 3.3. Validity of Certificates. The validity of the execution and delivery of the Certificates is not dependent on and shall not be affected in any way by any proceedings taken by the District, the Corporation or the Trustee with respect to or in connection with the Installment Purchase Agreement. The recital contained in the Certificates that all acts, conditions and things required by the Constitution and statutes of the State of California and this Agreement to exist, to have happened and to have been performed precedent to and in the delivery thereof do exist, have happened and have been performed in due time, form and manner as required by law shall be conclusive evidence of their validity and of compliance with the provisions of law in their delivery. Section 3.4. Delivery Cost Fund. There is hereby established with the Trustee the Delivery Cost Fund, which fund the Trustee shall establish and maintain and hold in trust separate and apart from other funds held by it. The moneys in the Delivery Cost Fund shall be used and withdrawn by the Trustee to pay Delivery Costs of the Certificates upon submission of Written Requisitions of the District in substantially the form set forth in Exhibit B stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred, that such payment is a proper charge against said fund and that payment for such charge has not previously been made. On the six month anniversary of the initial execution and delivery of the Certificates or upon the earlier Written Request of the District, all amounts remaining in the Delivery Cost Fund shall be transferred by the Trustee to the Certificate Payment Fund and the Delivery Cost Fund shall be closed. Section 3.5. Acquisition Fund. There has been established with the District an Acquisition Fund, which fund shall maintained by the District and kept separate and apart from other funds held by it. The moneys in the Acquisition Fund shall be used and withdrawn as set forth in Section 3.6 of the Installment Purchase Agreement. ARTICLE IV PREPAYMENT OF CERTIFICATES Section 4.1. Terms of Prepayment. (a) The Certificates maturing on or after November 15, 20_ are subject to optional prepayment prior to their respective stated maturities, as a whole or in part on 15, 20_ or any date thereafter in the order of maturity as directed by the District in a written request to the Trustee at least 60 days (or such lesser number of days acceptable to the Trustee) prior to such date and by lot within each maturity, in integral multiples of $5,000 from amounts prepaid by the District pursuant to the Installment Purchase Agreement at a Prepayment Price equal to the principal amount of the Certificates to be prepaid, plus accrued interest represented thereby to the date fixed for prepayment, without premium. (b) The Certificates with stated maturities on November 15, 20_ are subject to mandatory sinking fund prepayment in part (by lot) on November 15, 20_ and each November 15 thereafter, in integral multiples of $5,000 at a Prepayment Price of the principal amount thereof plus 16 4891-3198-8249/022925-0111 accrued interest to the date fixed for prepayment, without premium, in accordance with the following schedule: Prepayment Date Principal (November 15) Amount 20 $ * Maturity If some but not all of the Certificates maturing on November 15, 20_ are prepaid pursuant to subsection (a), the principal amount of the applicable Certificates to be prepaid pursuant to this subsection (b) on any subsequent November 1 will be reduced, by $5,000 or an integral multiple thereof, as designated by the District in a Written Order of the District filed with the Trustee; provided, however, that the aggregate amount of such reductions shall not exceed the aggregate amount of the applicable Certificates prepaid pursuant to subsection (a). Section 4.2. Selection of Certificates for Prepayment. Whenever less than all of the Certificates are called for prepayment, the Trustee shall select the Certificates or portions thereof to be prepaid from the Outstanding Certificates in accordance with Section 4.1 hereof (subject to applicable procedures of any Securities Depository serving as depository of the Certificates). The Trustee shall promptly notify the District in writing of the numbers of the Certificates or portions thereof so selected for prepayment. Section 4.3. Notice of Prepayment. Notice of prepayment shall be mailed, first class postage prepaid, to the respective Owners of any Certificates designated for prepayment at their addresses appearing on the Certificate registration books and to the Information Services and by registered or certified or overnight mail or electronically to the Securities Depository at least 20 days but not more than 60 days prior to the prepayment date. Each such notice of prepayment shall state the date of notice, the prepayment date, the place or places of prepayment and the Prepayment Price, shall designate the maturities, CUSIP numbers, if any, and, if less than all of any such maturity is to be prepaid, the respective portions of the principal amount thereof to be prepaid. Each such notice shall also state that on said date there will become due and payable on each of said Certificates the Prepayment Price thereof or of said specified portion of the principal represented thereby in the case of a Certificate to be prepaid in part only, together with interest accrued with respect thereto to the prepayment date, and that (provided that moneys for prepayment have been deposited with the Trustee) from and after such prepayment date interest with respect thereto shall cease to accrue, and shall require that such Certificate be then surrendered to the Trustee. Any defect in the notice or the mailing will not affect the validity of the prepayment of any Certificate. Notice of prepayment of Certificates shall be given by the Trustee on behalf of and at the expense of the District. With respect to any notice of optional prepayment of Certificates, such notice may state that such prepayment shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such prepayment of moneys that are sufficient to pay the principal of, premium, if any, and interest 17 4891-3198-8249/022925-0111 with respect to such Certificates to be prepaid and that, if such moneys shall not have been so received, said notice shall be of no force and effect and the Trustee shall not be required to prepay such Certificates. In the event that such notice of prepayment contains such a condition and such moneys are not so received, the prepayment shall not be made, and the Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of prepayment was given, that such moneys were not so received. Section 4.4. Partial Prepayment of Certificate. Upon surrender of any Certificate prepaid in part only, the Trustee shall execute and deliver to the Owner thereof, at the expense of the District, a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered and of the same series, interest rate and maturity. Section 4.5. Effect of Prepayment. When notice of prepayment has been duly given as aforesaid, and moneys for payment of the Prepayment Price of, together with interest accrued to the prepayment date with respect to, the Certificates (or portions thereof) so called for prepayment are held by the Trustee, the Certificates (or portions thereof) so called for prepayment shall, on the prepayment date designated in such notice, become due and payable at the Prepayment Price specified in such notice and interest accrued thereon to the prepayment date; and from and after the prepayment date interest represented by the Certificates so called for prepayment shall cease to accrue, said Certificates (or portions thereof) shall cease to be entitled to any benefit or security under this Agreement, and the Owners of said Certificates shall have no rights in respect thereof except to receive payment of said Prepayment Price and accrued interest. All Certificates prepaid pursuant to the provisions of this Article shall be cancelled upon surrender thereof and destroyed by the Trustee in accordance with its customary procedures. ARTICLE V INSTALLMENT PAYMENTS Section 5.1. Pledge and Deposit of Installment Payments. The Installment Payments are hereby irrevocably pledged to, and shall be used for, the punctual payment of the Certificates, and the Installment Payments shall not be used for any other purpose while any of the Certificates remain Outstanding, and such pledge shall constitute a first and exclusive lien on the Installment Payments in accordance with the terms hereof (subject in each case to Section 7.14). All Installment Payments to which the Corporation may at any time be entitled (including income or profit from investments pursuant to Section 5.3) shall be paid directly to the Trustee pursuant to the terms of the Assignment Agreement, and if received by the Corporation at any time shall be deposited by the Corporation with the Trustee within one Business Day after the receipt thereof, and the Trustee shall deposit all Installment Payments as and when received in the Certificate Payment Fund. All moneys at any time deposited in the Certificate Payment Fund shall be held by the Trustee in trust for the benefit of the Owners from time to time of the Certificates, but shall nevertheless be disbursed, allocated and applied solely for the uses and purposes herein set forth. Section 5.2. Certificate Payment Fund. There is hereby established with the Trustee the Certificate Payment Fund, which the Trustee covenants to maintain and hold in trust separate and apart from other funds held by it so long as any Installment Payments remain unpaid. The Trustee 18 4891-3198-8249/022925-0111 shall transfer from the Certificate Payment Fund the following amounts at the times and in the manner hereinafter provided, and shall deposit such amounts in one or more of the following respective funds, each of which the Trustee shall establish and maintain and hold in trust separate and apart from other funds held by it, and each of which shall be disbursed and applied only as hereinafter authorized. Such amounts shall be so transferred to and deposited in the following respective funds in the following order of priority, the requirements of each such fund at the time of deposit to be satisfied before any transfer is made to any fund subsequent in priority: (a) Interest Fund. The Trustee shall, on each Installment Payment Date (commencing on the Installment Payment Date preceding 15, 20—), deposit in the Interest Fund from available amounts in the Certificate Payment Fund an amount representing the portion of the Installment Payments designated as interest coming due on the next succeeding May 15 and November 15, as the case may be. No deposit need be made into the Interest Fund so long as there shall be in such fund moneys sufficient to pay the interest portion of all Certificates then Outstanding on the next May 15 or November 15, as the case may be. Except as hereinafter provided, moneys in the Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest with respect to the Certificates when due and payable (including accrued interest with respect to any Certificates prepaid prior to maturity pursuant to this Agreement). (b) Principal Fund. The Trustee shall, on the Installment Payment Date prior to each November 15 (commencing on the Installment Payment Date preceding 15, 20—), deposit in the Principal Fund from available amounts in the Certificate Payment Fund an amount equal to the principal coming due with respect to the Certificates on the next succeeding November 15. No deposit need be made into the Principal Fund so long as there shall be in such fund moneys sufficient to pay the portion of all Certificates then Outstanding designated as principal and coming due on the next succeeding November 15. Except as hereinafter provided, moneys in the Principal Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal with respect to the Certificates when due and payable. (c) Prepayment Fund. Moneys to be used for prepayment pursuant to Section 4.1 hereof and paid by the District pursuant to Section 7.1 of the Installment Purchase Agreement shall be transferred by the Trustee from the Certificate Payment Fund and deposited in the Prepayment Fund on the prepayment date specified in the Written Request of the District filed with the Trustee pursuant to Section 7.2 of the Installment Purchase Agreement. Said moneys shall be set aside in the Prepayment Fund solely for the purpose of prepaying the Certificates in advance of their respective stated maturities and shall be applied on or after the date specified for prepayment pursuant to Section 4.1 hereof to the payment of the Prepayment Price with respect to the Certificates to be prepaid upon presentation and surrender of such Certificates. Section 5.3. Investment of Moneys in Special Funds. Any moneys in the Certificate Payment Fund, the Interest Fund, the Principal Fund, the Delivery Cost Fund and the Prepayment Fund shall be invested by the District or, upon the Written Request of the District, by the Trustee, in Permitted Investments which will mature on or before the dates when such moneys are scheduled to be needed for payment from such fund and in accordance with the limitations set forth in Section 6.3. Securities acquired as an investment of moneys in a fund shall be credited to such fund. The Trustee 19 4891-3198-8249/022925-0111 shall not be responsible for any investment loss on any such Permitted Investments made by or at the direction of the District. In the absence of written investment direction from the District, the Trustee shall hold moneys uninvested. Any interest, profit or other income on such investments shall be deposited by the Trustee in the Certificate Payment Fund. Subject to the further provisions of Section 6.3 hereof, the Trustee may sell or present for prepayment any obligations so purchased at the direction of the District whenever it shall be necessary in order to provide moneys to meet any payment, and the Trustee shall not be liable or responsible for any loss, tax, fee or other charge resulting from such investment, reinvestment or liquidation of an investment. The Trustee may act as principal or agent in the acquisition or disposition of any investment. The Trustee may commingle any of the funds or accounts established pursuant to this Agreement into a separate fund or funds for investment purposes only; provided, however, that all funds or accounts held by the Trustee hereunder shall be accounted for separately notwithstanding such commingling. The District acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions as they occur, the District will not receive such confirmations to the extent permitted by law. The Trustee will furnish the District with periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder. The District and the Corporation further understand that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Trustee may make any investments hereunder through its own bond or investment department or trust investment department, or those of its parent or any affiliate. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. Section 5.4. Pledge of Moneys in Funds. All amounts on deposit in the Certificate Payment Fund, the Interest Fund, the Principal Fund and the Prepayment Fund are hereby irrevocably pledged to the Owners of the Certificates as provided herein. This pledge shall constitute a first and exclusive lien on the Certificate Payment Fund, the Interest Fund, the Principal Fund and the Prepayment Fund for the benefit of the Owners of the Certificates in accordance with the terms hereof and of the Installment Purchase Agreement (subject to the terms of Section 7.14 hereof). Amounts deposited in the Delivery Cost Fund and the Rebate Fund are not pledged to the Owners of the Certificates. Section 5.5. Rebate Fund. (a) Establishment. The Trustee shall, when necessary to receive and hold amounts delivered by the District for deposit therein, establish a fund for the Certificates designated the "Rebate Fund." Absent an opinion of Special Counsel that the exclusion from gross income for federal income tax purposes of interest with respect to the Certificates will not be adversely affected, the District shall cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section and the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust for payment to the United States Treasury. 20 4891-3198-8249/022925-0111 All amounts on deposit in the Rebate Fund shall be governed by this Section and the Tax Certificate, unless and to the extent that the District delivers to the Trustee an opinion of Special Counsel that the exclusion from gross income for federal income tax purposes of interest with respect to the Certificates will not be adversely affected if such requirements are not satisfied. The Trustee shall be deemed conclusively to have complied with the provisions of this Section and the Tax Certificate if the Trustee follows the directions of the District and the Trustee shall have no independent responsibility to or liability resulting from failure of the Trustee to enforce compliance by the District with the Tax Certificate or the provisions of this Section. (i) Computation. Within 55 days of the end of each fifth Certificate Year (as such term is defined in the Tax Certificate), the District shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Treasury Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments exceptions of Section 148(f)(4)(B) and the construction expenditures exception of Section 148(f)(4)(C) of the Code), and taking into account whether the election pursuant to Section 148(f)(4)(C)(vii) of the Code (the "llh% Penalty") has been made), for this purpose treating the last day of the applicable Certificate Year as a computation date, within the meaning of Section 1.148-1(b) of the Treasury Regulations (the "Rebatable Arbitrage"). The District shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (ii) Transfer. Within 55 days of the end of each fifth Certificate Year, upon the Written Request of the District, an amount shall be deposited to the Rebate Fund from amounts received by the Trustee for such purpose from any Revenues determined by the District to be legally available for such purpose (as specified by the District in the aforesaid Written Request), if and to the extent required so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage calculated by the District in accordance with (i) of this Subsection (a) (and specified in the aforesaid Written Request). In the event that immediately following the transfer required by the previous sentence, the amount then on deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, upon written Request of the District, the Trustee shall withdraw the excess from the Rebate Fund and then credit the excess to the Certificate Payment Fund. (iii) Payment to the Treasury. The Trustee shall pay, as directed by Request of the District, to the United States Treasury, out of amounts in the Rebate Fund: (A) Not later than 60 days after the end of. (X) the fifth Certificate Year; and (Y) each applicable fifth Certificate Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated by the District as of the end of such Certificate Year; and (B) Not later than 60 days after the payment of all the Certificates, an amount equal to 100% of the Rebatable Arbitrage calculated by the District as of the end of such applicable Certificate Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code and Section 1.148-3 of the Treasury Regulations. In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the District shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source equal to such deficiency prior to the time such payment is due. Each payment required to be made pursuant to this Subsection (a) shall be made to the Internal 21 4891-3198-8249/022925-0111 Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T, or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after prepayment and payment of the Certificates and the payments described in Subsection (a) above being made may be withdrawn by the District and utilized in any manner by the District. (c) Survival of Defeasance. Notwithstanding anything in this Section to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance or payment in full of the Certificates. ARTICLE VI COVENANTS Section 6.1. Corporation and District to Perform Installment Purchase Agreement. The Corporation and District covenant and agree with the Owners of the Certificates and the Trustee to perform all obligations and duties imposed on them under the Installment Purchase Agreement and, together with the Trustee, to enforce such Installment Purchase Agreement against the other party thereto in accordance with its terms. The Corporation and the District will in all respects promptly and faithfully keep, perform and comply with all the terms, provisions, covenants, conditions and agreements of the Installment Purchase Agreement to be kept, performed and complied with by them. The Corporation and the District agree not to do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of the Installment Purchase Agreement. Section 6.2. rReservedl. Section 6.3. Tax Covenants. Notwithstanding any other provision of this Agreement, absent an opinion of Special Counsel that the exclusion from gross income of interest with respect to the Certificates will not be adversely affected for federal income tax purposes, the District and the Corporation covenant to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income with respect to the Certificates and specifically covenant, without limiting the generality of the foregoing, as follows: (a) Private Activity. The District and the Corporation will not take or omit to take any action or make any use of the proceeds of the Certificates or of any other moneys or property which would cause the Certificates to be "private activity bonds" within the meaning of Section 141 of the Code. (b) Arbitrage. The District and the Corporation will make no use of the proceeds of the Certificates or of any other amounts or property, regardless of the source, or take or omit to take any action which would cause the Certificates to be "arbitrage bonds" within the meaning of Section 148 of the Code. 22 4891-3198-8249/022925-0111 (c) Federal Guarantee. The District and the Corporation will make no use of the proceeds of the Certificates or take or omit to take any action that would cause the Certificates to be "federally guaranteed" within the meaning of Section 149(b) of the Code. (d) Information Reporting. The District and the Corporation will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code necessary to preserve the exclusion of interest with respect to the Certificates pursuant to Section 103(a) of the Code. (e) Hedge Bonds. The District and the Corporation will make no use of the proceeds of the Certificates or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause the Certificates to be considered "hedge bonds" within the meaning of Section 149(g) of the Code unless the District and the Corporation take all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income of interest for federal income tax purposes with respect to the Certificates. (f) Miscellaneous. The District and the Corporation will take no action, or omit to take any action, inconsistent with its expectations stated in any Tax Certificate executed with respect to the Certificates and will comply with the covenants and requirements stated therein and incorporated by reference herein. This Section and the covenants set forth herein shall not be applicable to, and nothing contained herein shall be deemed to prevent the District from issuing Bonds or executing and delivering Contracts, the interest with respect to which has been determined by Special Counsel to be subject to federal income taxation. Section 6.4. Accounting Records and Reports. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which complete and accurate entries shall be made of all transactions made by it relating to the proceeds of the Certificates and all funds and accounts established by it pursuant to this Agreement. Such books of record and account shall be available for inspection by the District upon reasonable prior notice during business hours and under reasonable circumstances. The District will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the Electric System, which records shall be available for inspection by the Trustee (which shall have no duty to inspect such records) at reasonable hours and under reasonable conditions. The District will prepare and file with the Trustee annually within two hundred seventy (270) days of each Fiscal Year (commencing with the Fiscal Year ending June 30, 2022) financial statements of the District for the preceding Fiscal Year prepared in accordance with generally accepted accounting principles, together with an Accountant's Report thereon. The Trustee shall have no duty to review, analyze or verify such financial statements or Accountant's Report, and shall retain such statements solely as a repository for the Owners of the Certificates. Section 6.5. Compliance with Trust Agreement. The Trustee will not execute, or permit to be executed, any Certificates in any manner other than in accordance with the provisions of this Agreement, and each of the District and the Corporation agree not to suffer or permit any default by 23 4891-3198-8249/022925-0111 it to occur under this Agreement, but will faithfully observe and perform all of the covenants, conditions and requirements hereof. Section 6.6. Observance of Laws and Regulations. To the extent necessary to assure their performance hereunder, the Corporation and the District will well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States 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 or franchise now owned or hereafter acquired by the Corporation or the District, respectively, including its right to exist and carry on its business, to the end that such contracts, rights and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired. Section 6.7. Compliance with Contracts. The District shall comply with the terms, covenants and provisions, express or implied, of all contracts for the use of the 2022 Project by the District, and all other contracts and agreements affecting or involving the Electric System to the extent that the District is a parry thereto. Section 6.8. Prosecution and Defense of Suits. The District shall promptly, upon request of the Trustee or any Certificate Owner, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Electric System or any part thereof, whether now existing or hereafter developing, shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee, the Corporation and every Certificate Owner harmless from all loss, cost, damage and expense, including attorneys' fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. The District shall defend against every suit, action or proceeding at any time brought against the Trustee, the Corporation or any Certificate Owner upon any claim arising out of the receipt, application or disbursement of any of the Installment Payments or involving the rights of the Trustee, the Corporation or any Certificate Owner under this Agreement; provided that the Trustee, the Corporation or any Certificate Owner at such parry's election may appear in and defend any such suit, action or proceeding. The District shall indemnify and hold harmless the Trustee, the Corporation and the Certificate Owners against any and all liability claimed or asserted by any person, arising out of such receipt, application or disbursement, and shall indemnify and hold harmless the Certificate Owners against any attorneys' fees and expenses which any of them may incur in connection with any litigation to which any of them may become a party by reason of ownership of Certificates. The District shall promptly reimburse the Corporation, the Trustee or any Certificate Owner in the full amount of any attorneys' fees and expenses which the Corporation or such Owner may incur in litigation or otherwise in order to enforce such parry's rights under this Agreement or the Certificates. Section 6.9. Recordation and Filing. The District shall record, register, file, renew, refile and re-record all such documents, including financing statements, on a timely basis, as may be required by law in order to maintain the security interest and pledge granted in this Agreement pursuant to Sections 5.1 and 5.4, and the pledge of Revenues and amounts on deposit in the Revenue Fund and the Rate Stabilization Fund pursuant to Section 5.1 of the Installment Purchase Agreement, and as provided in the Assignment Agreement, all in such manner, at such times and in such places as may be required by, and to the extent permitted by law in order fully to preserve, protect and 24 4891-3198-8249/022925-0111 perfect the security of the Certificate Owners and the rights and security interests of the Trustee. The Trustee, upon written direction of the District and at its expense, shall (subject to Article VIII) take such other actions as may reasonably be so directed by the District and necessary or reasonably required in order to perfect and continue the lien of this Agreement and the Assignment Agreement. Notwithstanding anything to the contrary above, the Trustee shall have no duty or liability whatsoever to monitor or notify any party with respect to the timeliness, sufficiency or validity of any such recording, re-recording, filing, filing of continuation statements and the like with respect to this Agreement; it being expressly understood and agreed that the Trustee's duties under this section shall be exclusively limited to following the express written filing or recording instructions of the District, from time to time with respect to the above described actions so long as the District shall supply said recording or filing instruments. Section 6.10. Eminent Domain. If all or any part of the Electric System shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain), the Net Proceeds therefrom shall be applied in the manner specified in Section 6.15 of the Installment Purchase Agreement. Section 6.11. Further Assurances. Whenever and so often as requested so to do by the Trustee or any Certificate Owner, the Corporation and the District will promptly execute and deliver or cause to be executed and delivered all such other and further instruments, documents or assurances, and promptly do or cause to be done all such other and further things, as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the Certificate Owners all rights, interest, powers, benefits, privileges and advantages conferred or intended to be conferred upon them by this Agreement. Section 6.12. Continuing Disclosure. The District hereby covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure Certificate to be executed and delivered by the District in connection with the execution and delivery of the Certificates. Notwithstanding any other provision of this Agreement, failure of the District to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Section. For purposes of this Section, "Beneficial Owner" means any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Certificates (including persons holding Certificates through nominees, depositories or other intermediaries). ARTICLE VII DEFAULT AND LIMITATION OF LIABILITY Section 7.1. Notice of Non -Payment. In the event of delinquency in the payment of any Installment Payments due by the District pursuant to the Installment Purchase Agreement, the Trustee shall, after one Business Day following the date upon which such delinquent Installment Payment was due, immediately give written notice of the delinquency and the amount of the delinquency to the District and the Corporation. 25 4891-3198-8249/022925-0111 Section 7.2. Action on Default or Termination. Upon the occurrence of an Event of Default (as that term is defined in the Installment Purchase Agreement, and which event shall constitute an Event of Default hereunder), and in each and every such case during the continuance of such Event of Default, the Trustee or the Owners of not less than a majority in aggregate principal amount of Certificates at the time Outstanding shall be entitled, upon notice in writing to the District, to exercise the remedies provided to the Corporation in the Installment Purchase Agreement. Upon declaration of the entire principal amount of the unpaid Installment Payments and the accrued interest thereon to be due and payable immediately, and provided that such declaration is not rescinded or annulled, all in accordance with Section 8.1 of the Installment Purchase Agreement, the Trustee may apply all moneys received as Installment Payments and all moneys held in any fund or account hereunder (other than the Rebate Fund) to the payment of the entire principal amount of the Certificates and the accrued interest with respect thereto, with interest with respect to the overdue Certificates at the rate or rates of interest applicable to the Certificates if paid in accordance with their terms. Section 7.3. Other Remedies of the Trustee. The Trustee shall have the right: (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the District or any director, officer or employee thereof, and to compel the District or any such director, officer or employee to perform or carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or (c) by suit in equity upon the happening of any default hereunder to require the District and its directors, officers and employees to account as the trustee of an express trust. Section 7.4. Non -Waiver. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee, the Trustee and the District shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. Section 7.5. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. 26 4891-3198-8249/022925-0111 Section 7.6. No Obligation by the District to Owners. Except for the payment of Installment Payments when due in accordance with the Installment Purchase Agreement and the performance of the other covenants and agreements of the District contained in said Installment Purchase Agreement and herein, the District shall have no obligation or liability to the Owners of the Certificates with respect to this Agreement or the execution, delivery or transfer of the Certificates, or the disbursement of Installment Payments to the Owners by the Trustee; provided however that nothing contained in this Section shall affect the rights, duties or obligations of the Trustee expressly set forth herein. Section 7.7. Trustee Appointed Agent for Certificate Owners; Direction of Proceedings. The Trustee is hereby appointed the agent and attorney of the Owners of all Certificates outstanding hereunder for the purpose of filing any claims relating to the Certificates. The Owners of a majority in aggregate principal amount of the Certificates Outstanding hereunder shall, upon tender to the Trustee of reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such direction, have the right to direct the method and place of conducting all remedial proceedings by the Trustee, provided that such direction shall be in accordance with law and the provisions of this Agreement and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Certificate Owners not parties to such a direction. Section 7.8. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, upon the request of the Owners of a majority in aggregate principal amount of the Certificates then outstanding pursuant to Section 7.7 hereof, it shall have full power, in the exercise of its reasonable judgment for the best interests of the Owners of the Certificates, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default hereunder, discontinue, withdraw, compromise or settle, or otherwise dispose of, any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of at least a majority in principal amount of the Certificates Outstanding hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Section 7.9. Limitation on Certificate Owners' Right to Sue. No Owner of any Certificate executed and delivered hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Agreement, unless: (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default hereunder; (b) the Owners of at least a majority in aggregate principal amount of all the Certificates then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender or indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Certificates of any remedy hereunder; it being understood and intended that no one or more Owners of Certificates shall have any right in any manner whatever by his or their action to enforce any right under this Agreement, 27 4891-3198-8249/022925-0111 except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Agreement shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Certificates. The right of any Owner of any Certificate to receive payment of the principal of (and premium, if any) and interest with respect to such Certificate, as herein provided, on and after the respective due dates expressed in such Certificate, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Owner (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Owners), notwithstanding the foregoing provisions of this section or Section 7.10 or any other provision of this Agreement. Section 7.10. No Obligation with Respect to Performance by Trustee. Neither the District nor the Corporation shall have any obligation or liability to any of the other parties hereto or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon it under this Agreement. Section 7.11. No Liability to Owners for Payment. The Corporation shall not have any obligation or liability to the Owners of the Certificates with respect to the payment of the Installment Payments by the District when due, or with respect to the performance by the District of any other covenant made by it in the Installment Purchase Agreement or herein. Except as provided in this Agreement, the Trustee shall not have any obligation or liability to the Owners of the Certificates with respect to the payment of the Installment Payments by the District when due, or with respect to the performance by the District of any other covenant made by it in the Installment Purchase Agreement or herein. Section 7.12. No Responsibility for SufficiencX. The Trustee shall not be responsible for the sufficiency of this Agreement, the Installment Purchase Agreement, or of the assignment made to it by the Assignment Agreement of rights to receive Installment Payments pursuant to the Installment Purchase Agreement, or the value of or title to the 2022 Project. The Trustee shall not be responsible or liable for selection or liquidation of investments or any loss suffered in connection with any investment of funds made by it under the terms of and in accordance with this Agreement. Section 7.13. Indemnification of Trustee. The District shall indemnify the Trustee and hold it harmless against any loss, liability, claim, expenses or advances, including but not limited to fees and expenses of counsel and other experts, incurred or made without negligence or willful misconduct on the part of the Trustee: (a) in the administration of the trusts and funds established hereunder, and/or the acceptance, exercise and performance of any of the powers, rights and duties hereunder, under the Installment Purchase Agreement and/or under the Assignment Agreement by the Trustee; (b) relating to or arising out of the 2022 Project, or the conditions, occupancy, use, possession, conduct or management of, or work done in or about, or from the planning, design, acquisition, installation or construction of the Project or any part thereof, or (c) arising out of or relating to any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of the Certificates, including the costs and expenses of defending itself against any claim of liability arising under this Agreement. Such indemnity shall survive payment of the Certificates and discharge of this Agreement or resignation or removal of the Trustee. 28 4891-3198-8249/022925-0111 Section 7.14. Senior Claim of Trustee. Notwithstanding any term herein or elsewhere to the contrary, following occurrence and during the continuance of an Event of Default any and all amounts and funds held or received by the Trustee hereunder (other than the Rebate Fund) (i) shall be subject to a senior claim in favor of the Trustee, and the Trustee shall have and is hereby granted a senior lien thereon and upon all other property held or collected or realized upon by the Trustee in the enforcement of rights or remedies hereunder or under or pursuant to the Installment Purchase Agreement, for the payment of fees, costs, expenses and other amounts owing to the Trustee hereunder, including without limitation pursuant to Sections 6.8, 7.13 and 8.4 hereof and costs and expenses incurred in the exercise or enforcement of any such rights and remedies (collectively, "Trustee Fees and Expenses"); and (ii) shall be applied first to the payment of such Trustee Fees and Expenses prior to any other application or distribution pursuant to and in accordance with the terms of this Agreement. ARTICLE VIII THE TRUSTEE Section 8.1. Employment of Trustee. In consideration of the recitals hereinabove set forth and for other valuable consideration, the District hereby agrees to employ the Trustee to receive, hold, invest and disburse the moneys received pursuant to the Installment Purchase Agreement for credit to the various funds and accounts established by this Agreement; to execute, deliver and transfer the Certificates; and to apply and disburse the Installment Payments received from the District to the Owners of Certificates; and to perform certain other functions; all as herein provided and subject to the terms and conditions of this Agreement. Section 8.2. Acceptance of Employment. In consideration of the compensation herein provided for, the Trustee accepts the employment above referred to subject to the terms and conditions of this Agreement. The Trustee shall be responsible for the performance of the duties specifically set forth herein, and no implied duties or obligations shall be read into this Agreement against the Trustee. Section 8.3. Trustee; Duties, Removal and Resignation. By executing and delivering this Agreement, the Trustee accepts the duties and obligations of the Trustee provided in this Agreement, but only upon the terms and conditions set forth in this Agreement. The District, or, if the District is in default under the Installment Purchase Agreement, the Owners of a majority in aggregate principal amount of all Certificates outstanding, may by Written Request to the Trustee, upon thirty (30) days' notice to the Trustee, remove the Trustee initially a party to this Agreement, and any successor thereto, and may appoint a successor Trustee, but any such successor shall be a corporation, association or federally chartered savings institution, authorized to exercise corporate trust powers, doing business and having a corporate trust office in California, which has (or the parent holding company of which has) a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($50,000,000) and subject to supervision or examination by federal or state authorities. If such corporation, association or institution publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this section the combined capital and surplus of such corporation, association or institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 29 4891-3198-8249/022925-0111 The Trustee may at any time resign by giving written notice to the District and by giving to the Certificate Owners notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee. Upon receiving such notice of resignation, the District shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event that the District does not appoint a successor Trustee within thirty (30) days following receipt of such notice of resignation, the resigning Trustee may at the expense of the District petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon written acceptance of appointment by the successor Trustee. Section 8.4. Compensation of the Trustee. The District shall from time to time, subject to any agreement in effect with the Trustee, pay to the Trustee compensation previously agreed upon in writing for its services and shall reimburse the Trustee for all its advances, costs and expenditures, including but not limited to advances to and fees and expenses of independent appraisers, accountants, consultants, counsel, agents and attorneys -at -law or other experts employed by it in the exercise and performance of its powers and duties hereunder. Such compensation and reimbursement shall be paid by the District and amounts owing therefor shall constitute a charge on the moneys in the Revenue Fund and payable by the District; provided, however, that the Trustee shall not otherwise have any claims, except in accordance with Section 7.13 hereof, or lien, except as provided in Section 7.14 hereof, for payment of compensation for its services against any other moneys held by it in the funds or accounts established hereunder but may take whatever legal actions are lawfully available to it directly against the District. The obligation to pay such compensation shall survive payment of the Certificates and discharge of this Agreement or resignation or removal of the Trustee. Section 8.5. Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions of this Agreement, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at the written request of any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee and such ownership is recorded in the Trustee's books required to be maintained pursuant to Section 2.8 of this Agreement. The Trustee may consult with counsel selected by the Trustee with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance therewith. Whenever in the administration of its duties under this Agreement, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) shall be deemed to be conclusively proved and established by a certificate of the Corporation or the District and such certificate shall be full warranty to the Trustee for any action taken or suffered under the provisions of this Agreement upon the faith thereof, but the Trustee may (but shall have no duty), in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. 30 4891-3198-8249/022925-0111 The Trustee may buy, sell, own, hold and deal in any of the Certificates provided pursuant to this Agreement, and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a parry to this Agreement. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the District or the Corporation, and may act as depositary, trustee, or agent for any committee or body of Owners of Certificates or of obligations of the Corporation or the District as freely as if it were not Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder, and the Trustee shall not be answerable for the default or misconduct of any such attorney, agent or receiver selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any power under this Agreement or for anything whatever in connection with the funds and accounts established hereunder, except only for its own willful misconduct or negligence. The recitals, statements and representations by the District or the Corporation contained in this Agreement or in the Certificates shall be taken and construed as made by and on the part of the District or Corporation and not by the Trustee and the Trustee does not assume, and shall not have, any responsibility or obligations for the correctness of any thereof. No provision in this Agreement shall require the Trustee to risk, advance or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. The Trustee shall be entitled to interest on all amounts advanced by it hereunder at the maximum rate permitted by law. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners and the District or the Corporation, having any claim against the Trustee arising from this Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Certificates. The Trustee makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the District or the Corporation of the 2022 Project. In no event shall the Trustee be liable for incidental, indirect, special, punitive or consequential damages in connection with or arising from the Installment Purchase Agreement or this Agreement for the existence, furnishing or use of the 2022 Project. The Trustee shall not be deemed to have knowledge of any Event of Default hereunder or under the Installment Purchase Agreement unless and until a responsible officer at its corporate trust office at the address set forth in Section 11.11 has actual knowledge thereof or has received written notice thereof. The Trustee shall not be accountable for the use or application by the District, or the Corporation or any other party of any funds which the Trustee has released in accordance with the terms of this Agreement. 31 4891-3198-8249/022925-0111 The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Certificates. Before taking any action under Article VII hereof or pursuant to the Installment Purchase Agreement or the Assignment Agreement, the Trustee may require indemnity satisfactory to the Trustee be furnished from any and all expenses and to protect it against any and all liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Certificates outstanding relating to the exercise of any right, power or remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Agreement shall not be construed as a duty. The Trustee shall not be liable for any error of judgment made in good faith unless it shall be proven that the Trustee was negligent in ascertaining the relevant facts. The Trustee is authorized and directed to execute the Assignment Agreement in its capacity as Trustee hereunder. (a) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Agreement and delivered using Electronic Means ("Electronic Means"), which shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the District and the Corporation shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the District or the Corporation whenever a person is to be added or deleted from the listing. If the District and the Corporation elect to give the Trustee Instructions using Electronic Means and the Trustee acts upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The District and the Corporation understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The District and the Corporation shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the District, the Corporation and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The District and the Corporation agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that they are fully informed of the protections and risks associated with the various methods of transmitting Instructions to the 32 4891-3198-8249/022925-0111 Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the District and the Corporation; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedure. Section 8.6. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a parry or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business (provided that such company is eligible under Section 8.3 hereof), shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. ARTICLE IX AMENDMENT OF TRUST AGREEMENT Section 9.1. Amendments Permitted. (a) This Agreement and the rights and obligations of the District and of the Owners of the Certificates and of the Trustee may be modified or amended at any time by an amendment hereto which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 11.4 hereof, shall have been filed with the Trustee. Notice of proposed execution of any amendment shall be prepared by the District. Notwithstanding the foregoing, no such modification or amendment shall: (1) extend the stated maturities of the Certificates, or reduce the rate of interest represented thereby, or extend the time of payment of interest, or reduce the amount of principal represented thereby, or reduce any premium payable on the prepayment thereof, without the prior consent of the Owner of each Certificate so affected; (2) reduce the aforesaid percentage of Owners of Certificates whose consent is required for the execution of any amendment or modification of this Agreement; or (3) modify any of the rights or obligations of the Trustee or the Corporation without its prior written consent thereto. (b) This Agreement and the rights and obligations of the Corporation and the District and of the Owners of the Certificates may also be modified or amended at any time by an amendment hereto which shall become binding upon adoption, without the consent of the Owners of any Certificates, but only to the extent permitted by law and only for any one or more of the following purposes: (1) to add to the covenants and agreements of the Corporation or the District contained in this Agreement other covenants and agreements thereafter to be observed or to surrender any right or power herein reserved to or conferred upon the Corporation or the District, and which shall not materially adversely affect the interests of the Owners of the Certificates; 33 4891-3198-8249/022925-0111 (2) to cure, correct or supplement any ambiguous or defective provision contained in this Agreement or in regard to questions arising under this Agreement, as the Corporation or the District may deem necessary or desirable and which shall not materially adversely affect the interests of the Owners of the Certificates; (3) to make such other amendments or modifications as may be in the best interests of the Owners of the Certificates; and (4) to make any amendments or supplements necessary or appropriate to preserve or protect the exclusion of interest with respect to the Certificates from gross income for federal income tax purposes under the Code or the exemption of interest with respect to the Certificates from State personal income taxes. No amendment may modify any of the rights or obligations of the Trustee without the written consent of the Trustee thereto. Section 9.2. Endorsement or Replacement of Certificates After Amendment or Supplement. After the effective date of any action taken as hereinabove provided, the Trustee may determine that the Certificates may bear a notation by endorsement in form approved by the Trustee as to such action, and in that case upon demand of the Trustee to the Owner of any Outstanding Certificate and presentation of such Owner's Certificate for such purpose at the designated corporate trust office of the Trustee a suitable notation as to such action shall be made on such Certificate. If the Trustee shall so determine, new Certificates so modified as in the opinion of the Trustee shall be necessary to conform to such action shall be prepared, and in that case upon demand of the Trustee to the Owner of any Outstanding Certificates such new Certificates shall be exchanged at the corporate trust office of the Trustee without cost to each Owner for Certificates then Outstanding upon surrender of such Outstanding Certificates. Section 9.3. Amendment of Particular Certificates. The provisions of this article shall not prevent any Owner from accepting any amendments to the particular Certificates held by him or her, provided that due notation thereof is made on such Certificates. Section 9.4. Execution of Amendments. In executing or accepting any amendment pursuant to this Article IX, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, (i) an opinion of counsel stating that the execution of such amendment is authorized or permitted by this Agreement and all conditions precedent under this Agreement applicable to such amendment have been satisfied, and (ii) in the case of any amendment pursuant to Section 9.1(b)(1) or (2), also an opinion of counsel as to whether the interests of any Owner of the Certificates would be materially and adversely affected. Any such opinion may be supported as to factual and business matters by any relevant certificates and other documents deemed necessary or advisable in the judgment of counsel delivering the opinion. ARTICLE X DEFEASANCE Section 10.1. Discharge of Trust Agreement. When the obligations of the District under the Installment Purchase Agreement shall cease pursuant to Article IX of the Installment Purchase 34 4891-3198-8249/022925-0111 Agreement (except for the right of the Trustee and the obligation of the District to have the money and Permitted Investments mentioned therein applied to the payment of Installment Payments as therein set forth and the obligation to apply moneys on deposit in the Rebate Fund as provided in Section 5.5), then in that case the obligations created by this Agreement shall thereupon cease, terminate and become void, except for the obligation of the District to direct the Trustee to apply money on deposit in the Rebate Fund as provided herein, which shall continue until such moneys are so applied, and the right of the Owners to have applied and the obligation of the Trustee to apply such moneys and Permitted Investments to the payment of the Certificates as herein set forth (and except for obligations under Section 7.13 and 8.4 hereof that survive in accordance with their terms) and, subject to application of moneys on deposit in the Rebate Fund as provided in Section 5.5, the Trustee shall turn over to the District, after provision for payment of amounts due the Trustee hereunder, as an overpayment of Installment Payments, any surplus in the Certificate Payment Fund and all balances remaining in any other funds or accounts other than moneys and Permitted Investments held for the payment of the Certificates at maturity or on prepayment, which moneys and Permitted Investments shall continue to be held by the Trustee in trust for the benefit of the Owners and shall be applied by the Trustee to the payment, when due, of the principal and interest and premium, if any, represented by the Certificates, and after such payment, this Agreement shall become void. If moneys or non -callable securities described in clauses (a) or (b) of the definition of Permitted Investments are deposited with and held by the Trustee as hereinabove provided, the Trustee shall within ten (10) days after such moneys or Permitted Investments shall have been deposited with it, mail a notice, first class postage prepaid, to the Owners at the addresses listed on the registration books kept by the Trustee pursuant to Section 2.8, setting forth: (a) the date fixed for prepayment of the Certificates; (b) a description of the moneys or securities described in clauses (a) or (b) of the definition of Permitted Investments so held by it; and (c) that this Agreement has been discharged and released in accordance with the provisions of this Section. Section 10.2. Deposit of Money or Securities with Trustee. Whenever in this Agreement or the Installment Purchase Agreement it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or prepay any Certificates, the money or securities to be so deposited or held may include money or securities held by the Trustee in the funds and accounts established pursuant to this Agreement and shall be: (a) lawful money of the United States of America in an amount equal to the principal amount and all unpaid interest represented by such Certificates to maturity, except that, in the case of Certificates which are to be prepaid prior to maturity and in respect of which notice of such prepayment shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or Prepayment Price and all unpaid interest to such date of prepayment, if any, represented by such Certificates; or (b) non -callable securities described in clauses (a) or (b) of the definition of Permitted Investments which will provide money sufficient to pay the principal at maturity or upon prepayment plus all accrued interest to maturity or to the prepayment date, as the case may be, represented by such Certificates to be paid or prepaid, as such amounts become due, be the principal amount or Prepayment Price and all unpaid interest to such date of prepayment, if any, represented by such Certificates, provided that, in the case of Certificates which are to be prepaid prior to the 35 4891-3198-8249/022925-0111 maturity thereof, notice of such prepayment shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice; provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Agreement and the Installment Purchase Agreement or by Written Request of the District) to apply such money or securities to the payment of such principal, Prepayment Price and interest represented by such Certificates. In addition to the foregoing, no deposit described in Section 10.2(b) shall be deemed a payment of said Certificate until the District has delivered to the Trustee a report of an Independent Certified Public Accountant verifying the sufficiency of the amounts, if any, described in Section 10.2(b) to ensure payment of such Certificate. Section 10.3. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of the interest or principal or Prepayment Price represented by any of the Certificates which remain unclaimed for two years after the date of deposit of such moneys if deposited with the Trustee after the date when the interest, principal, or Prepayment Price represented by such Certificates have become payable, shall at the Written Request of the District be repaid by the Trustee to the District as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of the interest and principal or Prepayment Price represented by such Certificates; provided, however, that before being required to make any such payment to the District, the Trustee shall, at the written request and expense of the District, first mail a notice to the Owners of the Certificates so payable that such moneys remain unclaimed and that after a date named in such notice, which date shall not be less than thirty (30) days after the date of the mailing of such notice, the balance of such moneys then unclaimed will be returned to the District. ARTICLE XI MISCELLANEOUS Section 11.1. Benefits of Trust Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the District, the Trustee, the Corporation and the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term required herein to be observed or performed by or on behalf of the District shall be for the sole and exclusive benefit of the Trustee, the Corporation and the Owners. Section 11.2. Successor Deemed Included in all References to Predecessor. Whenever either the District, the Corporation or the Trustee or any officer thereof is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the District, the Corporation or the Trustee or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the District, the Corporation or the Trustee or any officer thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. Section 11.3. Execution of Documents by Owners. Any declaration, consent, request or other instrument which is permitted or required hereby to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys 36 4891-3198-8249/022925-0111 appointed in writing. The fact and date of the execution by any Owner or such Owner's attorney of any declaration, consent, request or other instrument or of any 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 or territory in which he or she purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him or her the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient. The ownership of any Certificates and the amount, Payment Date, number and date of owning the same may be proved by the books required to be kept by the Trustee pursuant to the provisions of Section 2.8. Any declaration, consent, request or other instrument in writing of the Owner of any Certificate shall bind all future Owners of such Certificate with respect to anything done or suffered to be done by the District or the Trustee in good faith and in accordance therewith. Section 11.4. Disqualified Certificates. Certificates owned or held by or for the account of the Corporation or the District (but excluding Certificates held in any pension or retirement fund) shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Certificates provided for in this Agreement, and shall not be entitled to consent to or take any other action provided for in this Agreement. The Trustee may adopt appropriate regulations to require each Owner of Certificates, before his or her consent provided for in this Agreement shall be deemed effective, to reveal if the Certificates as to which such consent is given are disqualified as provided in this Section. Section 11.5. Waiver of Personal Liability. No director, officer or employee of the District or the Corporation shall be individually or personally liable for the payment of the interest, principal or Prepayment Price represented by the Certificates, but nothing contained herein shall relieve any director, officer or employee of the District or Corporation from the performance of any official duty provided by any applicable provisions of law or by the Installment Purchase Agreement or hereby. Section 11.6. Destruction of Certificates. Whenever in this Agreement provision is made for the cancellation by the Trustee of any Certificates, the Trustee shall destroy such Certificates in accordance with its customary procedures and upon written request deliver a certificate of such destruction to the District. Section 11.7. Headings. Headings preceding the text of the several Articles and Sections hereof, and the table of contents hereto, are solely for convenience of reference and shall not constitute a part of this Agreement or affect its meaning, construction or effect. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. Section 11.8. Funds and Accounts. Any fund required by this Agreement to be established and maintained by the Trustee may be established and maintained in the accounting records of the 37 4891-3198-8249/022925-0111 Trustee either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds shall at all times be maintained in accordance with sound industry practices and with due regard for the protection of the security of the Certificates and the rights of every Owner thereof. Section 11.9. Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the District, the Corporation or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Certificates, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law. The District, the Corporation and the Trustee hereby declare that they would have executed this Agreement, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Certificates pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstances may be held to be unconstitutional, unenforceable or invalid. Section 11.10. California Law. THIS AGREEMENT SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Section 11.11. Notices. All written notices to be given under this Agreement to the parties hereto shall be given by mail, electronic transmission or personal delivery to the party entitled thereto at its address set forth below, or at such address as the parry may provide to the other parties in writing from time to time. If to the District: Truckee Donner Public Utility District 11570 Donner Pass Road Truckee, California 96161 Attention: General Manager If to the Corporation: Truckee Donner Public Utility District Financing Corporation 11570 Donner Pass Road Truckee, California 96161 Attention: Chair If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 333 South Hope Street, Suite 2525 [Los Angeles, California 90071] Attention: Corporate Trust Reference: Truckee Donner Public Utility District 2022A Certificates Section 11.12. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile 38 4891-3198-8249/022925-0111 or PDF transmission, or by any electronic signature complying with the U.S. federal ESIGN Act of 2000 (including without limitation Orbit, Adobe Sign, DocuSign, or any other similar platform), shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement and signature pages for all purposes. Section 11.13. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. Section 11.14. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Agreement agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. Section 11.15. OFAC Compliance. Each of the Corporation and the District covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the U.S. Government (including the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC")), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively "Sanctions"). Each of the Corporation and the District covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Trust Agreement (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person. 39 4891-3198-8249/022925-0111 IN WITNESS WHEREOF, the parties have executed and attested this Agreement by their officers thereunto duly authorized as of the date and year first written above. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., solely as Trustee (and not individually) Authorized Officer TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION itz Attest: Secretary Chairperson TRUCKEE DONNER PUBLIC UTILITY DISTRICT Un (S E A L) Attest: Secretary of the Board of Directors Chairperson of the Board of Directors S-1 4891-3198-8249/022925-0111 EXHIBIT A [FORM OF CERTIFICATE OF PARTICIPATION] ELECTRIC REVENUE CERTIFICATE OF PARTICIPATION, SERIES 2022A Evidencing an Interest of the Owner Hereof in Installment Payments to be Made by TRUCKEE DONNER PUBLIC UTILITY DISTRICT INTEREST CERTIFICATE RATE PAYMENT DATE % November 15, 20 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DATED DATE CUSIP , 2022 DOLLARS THIS IS TO CERTIFY that the Registered Owner (specified above) of this Electric Revenue Certificate of Participation, Series 2022A (herein called the "Certificate") is the Owner of an undivided interest in the right to receive certain Installment Payments (as that term is defined in the Trust Agreement hereinafter mentioned) under that certain Installment Purchase Agreement, dated as of July 1, 2022 (the "Installment Purchase Agreement"), by and between Truckee Donner Public Utility District Financing Corporation (the "Corporation") and the Truckee Donner Public Utility District (the "District"), the Installment Payments to be made thereunder having been assigned to The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee under the Trust Agreement (the "Trustee"), and not individually, having a corporate trust office in [Los Angeles], California. The Trustee has executed and delivered $ aggregate principal amount of Certificates. The Registered Owner of this Certificate is entitled to receive, subject to the terms of the Installment Purchase Agreement and the Trust Agreement, on the Certificate Payment Date (specified above) the Principal Amount (specified above) representing a portion of the Installment Payments designated as principal coming due on the Certificate Payment Date, and to receive an interest component on such principal component at the interest rate per annum specified above, from the Interest Payment Date (as hereinafter defined) preceding the date of execution hereof by the Trustee, unless such date is after a Record Date (as hereinafter defined) and on or before the succeeding Interest Payment Date, in which case interest shall be payable from such Interest Payment Date or unless such date of execution is on or before the first Record Date, in which case interest shall be payable from the Dated Date; provided, however, that if, as shown by the records of the Trustee, interest with respect to this Certificate shall be in default, Certificates executed in exchange for this Certificate surrendered for transfer or exchange shall represent interest from the last date to which interest has been paid in full or duly provided for with respect to this Certificate, or, if no interest has been paid or duly provided for with respect to this Certificate, from the date of initial delivery. Interest with respect to this Certificate shall be paid on 15, 202_ and each May 15 and November 15 thereafter (each, an "Interest Payment Date"), and continuing to and including the A-1 4891-3198-8249/022925-0111 Certificate Payment Date or the date of prior prepayment hereof, whichever is earlier. The principal of and Prepayment Price with respect to this Certificate are payable in lawful money of the United States of America upon presentation and surrender at the designated corporate trust office of the Trustee. Interest with respect hereto is payable by check of the Trustee mailed by first class mail on the Interest Payment Dates of this Certificate to the Registered Owner hereof as of the close of business on the on the first day of the calendar month in which such Interest Payment Date falls (the "Record Date") at the addresses shown on the books required to be kept pursuant to Trustee or, upon the written request received by the Trustee of a Registered Owner of at least $1,000,000 in aggregate principal amount of Certificates, by wire transfer of immediately available funds to an account in the United States designated by such Registered Owner prior to the applicable Record Date, except in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the Registered Owner in whose name this Certificate is registered at the close of business on a special record date as determined by the Trustee. This Certificate has been executed by the Trustee pursuant to the terms of a Trust Agreement, dated as of July 1, 2022, by and among the Trustee, the Corporation and the District (the "Trust Agreement"). Copies of the Trust Agreement and the Installment Purchase Agreement are on file at the corporate trust office of the Trustee in [Los Angeles], California, and reference is made to the Trust Agreement and the Installment Purchase Agreement and any and all amendments thereto for a description of the pledges and covenants securing the Certificates, the nature, extent and manner of enforcement of such pledges, the rights and remedies of the Registered Owners of the Certificates with respect thereto and the other terms and conditions upon which the Certificates are delivered thereunder. The Certificates are payable solely from Installment Payments payable by the District and other amounts on deposit in certain funds and accounts held under the Trust Agreement, all in accordance therewith. All Revenues and all amounts on deposit in the Revenue Fund (as such term is defined in the Installment Purchase Agreement) are irrevocably pledged to the payment of Installment Payments, and the Revenues shall not be used for any other purpose while any of the Installment Payments remain unpaid; provided that out of the Revenues and amounts on deposit in the Revenue Fund there may be apportioned such sums for such purposes as are expressly permitted in the Installment Purchase Agreement. Such pledge, together with the pledge created by all other Contracts and Bonds (as such terms are defined in the Installment Purchase Agreement), constitutes a first lien on Revenues, the Revenue Fund and all amounts on deposit therein as permitted by the Installment Purchase Agreement, subject to application of Revenues in accordance with the terms of the Installment Purchase Agreement. The obligation of the District to make the Installment Payments is a special obligation of the District payable solely from Net Revenues (as defined in the Installment Purchase Agreement) and other funds described in the Installment Purchase Agreement, and does not constitute a debt of the District or the State of California or any political subdivision thereof in contravention of any constitutional or statutory debt limitation or restriction. The District may at any time execute any Contract the installment payments under which, or issue any Bonds the payments of which, as the case may be, are on a parity with the Installment Payments and which are secured by a pledge of and lien on the Revenues, and are payable from Net Revenues, in accordance with the Installment Purchase Agreement. A-2 4891-3198-8249/022925-0111 The Certificates are authorized to be executed and delivered in the form of fully registered Certificates in denominations of $5,000 each or any integral multiple thereof; provided that no Certificate shall have principal represented thereby maturing payable in more than one year. This Certificate may be exchanged at the corporate trust office of the Trustee, for a like aggregate principal amount of Certificates of other authorized denominations of the same series and maturity. The Trustee may charge a sum for each new Certificate executed and delivered upon any exchange except in the case of any exchange of temporary Certificates for definitive Certificates. The Trustee may require the payment by the Registered Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. Following any exchange of Certificates the Trustee shall cancel and destroy the Certificates it has received in accordance with its customary procedures. This Certificate may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of the Trust Agreement, by the person in whose name it is registered, in person or by such person's duly authorized attorney, upon surrender of this Certificate for cancellation at the corporate trust office of the Trustee, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. Whenever any Certificate shall be surrendered for transfer, the Trustee shall execute and deliver a new Certificate of the same series and maturity, for a like aggregate principal amount, and of authorized denomination or denominations. The Trustee may charge a sum for each new Certificate executed and delivered upon any transfer. The Trustee may require the payment by any Registered Owner requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. Following any transfer of Certificates the Trustee shall cancel and destroy the Certificates it has received in accordance with its customary procedures. The Trustee shall not be required to register the exchange or transfer of any Certificate: (i) within 15 days preceding selection of Certificates for prepayment; or (ii) selected for prepayment (except for any non -prepaid portion hereof). The Certificates maturing on or after November 15, 20 are subject to optional prepayment prior to their respective stated maturities, as a whole or in part on May 15, 20 or any date thereafter in the order of maturity as directed by the District in a written request to the Trustee at least 60 days (or such lesser number of days acceptable to the Trustee) prior to such date and by lot within each maturity, in integral multiples of $5,000 from amounts prepaid by the District pursuant to the Installment Purchase Agreement at a Prepayment Price equal to the principal amount of the Certificates to be prepaid, plus accrued interest represented thereby to the date fixed for prepayment, without premium. The Certificates with stated maturities on November 15, 20 are subject to mandatory sinking fund prepayment in part (by lot) on November 15, 20 and each November 15 thereafter, in integral multiples of $5,000 at a Prepayment Price of the principal amount thereof plus accrued interest to the date fixed for prepayment, without premium, in accordance with the following schedule: A-3 4891-3198-8249/022925-0111 Prepayment Date Principal (November 15) Amount 20 $ * Maturity As provided in the Trust Agreement, notice of prepayment hereof shall be mailed, first class postage prepaid, not less than 20 nor more than 60 days prior to the prepayment date, to the Registered Owner of this Certificate. If this Certificate is called for prepayment and payment is duly provided therefor as, specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment. Any defect in the notice or the mailing will not affect the validity of the prepayment of this Certificate. To the extent and in the manner permitted by the terms of the Trust Agreement and the Installment Purchase Agreement, as the case may be, the Trust Agreement and the rights and obligations of the District and of the Registered Owners of the Certificates and of the Trustee or the Installment Purchase Agreement and the rights and obligations of the Corporation and the District and the Registered Owners of the Certificates and the Trustee, respectively, may be modified or amended at any time with the written consents of the Registered Owners of a majority in aggregate principal amount of the Certificates then outstanding, exclusive of Certificates disqualified as provided in the Trust Agreement, but no such modification or amendment shall: (1) extend the stated maturities of the Certificates, or reduce the rate of interest represented thereby, or extend the time of payment of interest, or reduce the amount of principal represented thereby, or reduce any premium payable on the prepayment thereof, without the prior consent of the Registered Owner of each Certificate so affected; (2) reduce the aforesaid percentage of Registered Owners of Certificates whose consent is required for the execution of any amendment or modification of the Trust Agreement or the Installment Purchase Agreement; or (3) modify any of the rights or obligations of the Trustee or the Corporation without its written consent thereto. To the extent and in the manner permitted by the terms of the Trust Agreement and the Installment Purchase Agreement, as the case may be, the Trust Agreement and the rights and obligations of the Corporation and the District and of the Registered Owners of the Certificates or the Installment Purchase Agreement and the rights and obligations of the Corporation and the District and the Registered Owners of the Certificates, respectively, may also be modified or amended, without the consent of the Registered Owners of any Certificates, but only to the extent permitted by law and only for any one or more of the following purposes: (1) to add to the covenants and agreements of the Corporation or the District contained in the Trust Agreement or the Installment Purchase Agreement other covenants and agreements thereafter to be observed or to surrender any right or power in the Trust Agreement or the Installment Purchase Agreement reserved to or conferred upon the Corporation or the District, and which shall not materially adversely affect the interests of the Registered Owners of the Certificates; (2) to cure, correct or supplement any ambiguous or defective provision contained in the Trust Agreement or the Installment Purchase Agreement or in regard to questions A-4 4891-3198-8249/022925-0111 arising under the Trust Agreement or the Installment Purchase Agreement, as the Corporation or the District may deem necessary or desirable and which shall not materially adversely affect the interests of the Registered Owners of the Certificates; (3) to make such other amendments or modifications as may be in the best interests of the Registered Owners of the Certificates; and (4) to make any amendments or supplements necessary or appropriate to preserve or protect the exclusion of interest with respect to the Certificates from gross income for federal income tax purposes under the Code or the exemption of such interest from State personal income taxes. Upon declaration of the entire principal amount of the unpaid Installment Payments and the accrued interest thereon to be due and payable immediately and provided that such declaration is not rescinded or annulled, all in accordance with the Installment Purchase Agreement, the Trustee may apply all moneys received as Installment Payments and all moneys held in any fund or account under the Trust Agreement (other than the Rebate Fund) to the payment of the entire principal amount of the Certificates and the accrued interest with respect thereto, with interest with respect to the overdue Certificates at the rate or rates of interest applicable to the Certificates if paid in accordance with their terms. The Trustee has no obligation or liability to the Registered Owners of the Certificates for the payment of interest, principal, or Prepayment Price with respect to the Certificates out of the Trustee's own funds; the Trustee's sole obligations are those described in the Trust Agreement. The recitals of facts herein shall be taken as statements of the District and the Corporation and the Trustee does not have any responsibility for the accuracy thereof. The District has certified that all acts, conditions and things required by the Constitution and statutes of the State of California and the Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of this Certificate, do exist, have happened and have been performed in due time, form and manner as required by law. A-5 4891-3198-8249/022925-0111 IN WITNESS WHEREOF, this Certificate has been executed by the manual signature of an authorized signatory of the Trustee, all as of the date set forth below. Execution date: 2022 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., solely as Trustee (and not individually) LIN Authorized Officer A-6 4891-3198-8249/022925-0111 FORM OF ASSIGNMENT ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within -mentioned Certificate and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the Certificate register of the Trustee with full power of substitution in the premises. Dated: Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Certificate in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: Note: Signature(s) must be guaranteed by an eligible guarantor institution meeting the requirements of membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-7 4891-3198-8249/022925-0111 EXHIBIT B FORM OF REQUISITION FROM DELIVERY COST FUND TRUCKEE DONNER PUBLIC UTILITY DISTRICT ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2022A REQUISITION NO. _ FOR DISBURSEMENT FROM DELIVERY COST FUND The undersigned hereby states and certifies: (i) that s/he is the duly appointed, qualified and acting General Manager of the Truckee Donner Public Utility District, a public utility district that is organized and existing under the Constitution and laws of the State of California (the "District"), and as such, is familiar with the facts herein certified and is authorized to certify the same; (ii) that, pursuant to Section 3.4 of that certain Trust Agreement, dated as of July 1, 2022 (the "Trust Agreement"), by and among The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), the District and the Truckee Donner Public Utility District Financing Corporation, the undersigned hereby requests the Trustee to disburse this date the following amounts from the Delivery Cost Fund established under the Trust Agreement to the payees designated on the attached Exhibit 1; (iii) that such payments shall be made by check or wire transfer in accordance with the payment instructions set forth in the attached invoices submitted in accordance herewith and the Trustee shall rely on such payment instructions as though given by the District with no duty to investigate or inquire as to the authenticity of the invoice or the payment instructions contained therein or the authority under which they were given; (iv) that each obligation mentioned herein has been incurred by the District and is a proper charge against the Delivery Cost Fund; and (v) that there has not been filed with or served upon the District 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 payees named on the attached Exhibit 1, 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. Dated: , 20 TRUCKEE DONNER PUBLIC UTILITY DISTRICT By: Its: B-1 4891-3198-8249/022925-0111 General Manager I*114011:311El DELIVERY COST FUND DISBURSEMENTS Item Number Payee Name and Address Purpose of'Obligation Amount B-2 4891-3198-8249/022925-0111