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CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY

And

EXECUTED VERSION

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

INDENTURE

Dated as of December 1, 2017

RELATING TO

$6,125,000 CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY

VARIABLE RATE DEMAND

OHSUSA 7676953'Xl.7

SOLID WASTE DISPOSAL REVENUE NOTES (MOTTRA CORPORATION PROJECT)

SERIES 2017

THIS INDENTURE, made and entered into as of December 1, 2017, 0\/ and between the CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY, a public instrumentality and political subdivision of the State of California (the "Authority"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under and 0\/ virtue of the laws of the United States of America, having a Corporate Trust Office in Los Angel es, California, and being qualified to accept and administer the trusts hereO)I created (the "Trustee'');

W IT NESSETH: WHEREAS, the Authority is a public instrumentality and political subdivision of

the State of California, created 0\/ the California Pdlution Control Financing Authority Act (Chapter 1 (commencing with Section 44500) of Division 27 of the California Health and Safety Code), as supplemented and amended (the "Act"), and authorized to finance the acquisition, construction, rehabilitation, rencwation, installation, impravement and equipping of solid waste pollution contrd facilities constituting a" Project" within the meaning of the Act; and

WHEREAS, the Borrcwer has duly caused an appication to be filed with the Authority for financial assistance to finance or refinance the acquisition and installation, if any, of equipment for the collection, processing, transfer and recycling of solid waste, including rd ling stock, carts and bins and cther equipment functionally related thereto, all to be located in Los Angeles County, California (the "Site"), as more particularly described in Exhibit A to the Loan Agreement(the"2017Prqject" or the"Project"); and

WHEREAS, the BorrOvVer has requested authorization to issue nctes to finance or refinance the 2017 Project;

WHEREAS, the Authority has adop:ed a resolution appravi ng the issuance of notes to finance or refinance the Project (a portion of the proceeds of which will go tOvVard reimbursing the BorrOvVer's prior expenditures) forthe Borrcwer; and

WHEREAS, the Authority hasauthorizedthe issuance of its Variable Rate Demand Solid Waste Disposal Revenue Nctes (Mottra Corporation Prqject) Series 2017 (the "Authority Nctes'') pursuant to this Indenture to finance or refinance the 2017 Project and pay Costs of Issuance; and

WHEREAS, the Authority has authorized the execution and delivery of this Indenture to pravi de for the authentication and delivery from ti me to ti me of the Authority N ctes, to establish and declare the terms and conditions upon which the Authority Notes are to be issued and secured and to secure the payment of the principal thereof, premium, if any and interest thereon; and

WHEREAS, the Authority is financing and refinancing the cost of acquisition, rehabilitation, rencwation, installation, impravement and equipping of the 2017 Project O)l loaning the proceeds derived from the sale of the Authority Nctes to the BorrOvVer pursuant to the Loan Agreement, which requires the BorrOvVerto make loan payments sufficientto pay the principal of, premium, if any, and interest on, and the purchase price of the Authority Notes and related expenses; and

OHSUSA 7676953'Xl.7

WHEREAS, the Borrcwer will issue a pranissay note to represent its payment obligation under the Loan Agreement (the "Borrcwer Ncte") corresponding to the Authority Nctes; and

WHEREAS, it has been determined thatthe estimated amount necessary to finance, refinance and reimburse the financing of the cost of the Prqj ect and pay Costs of I ssuance requires the issuance, sale and delivery of the Authority Notes in the maximum aggregate amount of $6, 125,CXX) as hereinafter pravided; and

WHEREAS, all acts and proceedings required 0\/ law necessary to make the Authority Notes, when executed 0\/ the Authority, authenticated and delivered 0\/ the Trustee and duly issued, the valid, b nding and legal Ii mited obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture have been in al I respects duly authorized; and

WHEREAS, Authority Nctes issued under this Indenture will be secured 0\/ a fl edge and assignment of certain rights under the Loan Agreement;

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in orderto secure the payment of the principal of, premium, if any, and the interest on, all Authority Notes at any ti me issued and outstanding under this I ndenture, according to their tenor, to pravi de for the payment of the Purchase Price of tendered Authority Notes, and to secure the performance and observance of al I the cavenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Authority Notes are to be issued and received, and in consideration of the premises and of the mutual cavenants herein contained and of the purchase and acceptance of the Authority Notes 0\/ the Holders (as defined herein) thereof, and for other valual:le consideration, the receipt whereof is hereO)I ackncwledged, the Authority does hereO)I cavenant and agree with the Trustee, for the equal and proportionate benefit of the respective Hdders from time to time of the Authority Nctes, as fdlavvs:

ARTICLE I DEFINITIONS; CONTE NT OF CERTI Fl CATES AND OPINIONS

SECTION 1.01. Definitions. Unless the context ctherwise requires, the terms defined in this Article shal I, for al I purposes of this Indenture and of any indenture supp emental hereto and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally app i call e to both the singular and plural forms of any of the terms herein defined. Unless otherwise defined in this Indenture, al I terms used herein shal I have the meanings assigned to such terms in the A ct.

Accountant

"Accountant" means any firm of nati anally recognized independent certified public accountants selected 0\/ the B orrcwer.

2 OHSUSA 7676953'Xl.7

Act

"Act" means the CalifITnia Pollutim Control Financing Authority Act (Chap:er 1 (commencing with Section 44500) of Division 27 of the California Health and Safety Code), as new in effect and as it may from ti me to ti me hereafter be amended IT supplemented.

Act of Bankrup:cy

"Act of Bankruptcy" means with respect to any entity (i) the entry of an order or decree, 0\/ a court havingjuri sdiction in the premises, for relief against such entity in an invd untary case under any applicable bankruptcy, insolvency or cther similar lctN new or hereafter in effect which remains not discharged, bonded or stayed fIT at I east 90 days, or appointing a receiver, Ii qui dator, assignee, custodian, trustee, sequestratIT ( or other si mi I ar official) fIT a substantial part of such entity's property which remains not discharged, bonded or stayed for at least 90 days, or ITdering the winding up or liquidatim of its affairs; IT (ii) the institution or commencement 0\/ such entity of a vduntary case under any applicable bankruptcy, insolvency or other similar lctN new IT hereafter in effect; or (iii) the consent 0\/ itto the entry of an order for relief against it in any invduntary case under any such law, ortothe appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) for a substantial part of such entity's property; or (iv) the making 0\/ it of a general assignment of substantially all of its assets for the benefit of creditors; or (v) the fai I ure of it generally to pay its debts as they beccrne due, IT the admission 0\/ it in writing of such failure, within the meaning of the Bankruptcy Code of 1978, as amended, and j udi ci al i nterpretati ms thereof.

Additimal Payments

"Additimal Payments'' means the payments required to be made 0\/ the Borrcwer pursuant to Sectims4.2(b), (c) and (cl) of the Agreement (including any interest required to be paid 0\/ the BITrewer on such payments pursuant to Section 4.2(e) of the Agreement) and Sections 5.16, 6.2, 6.3, 8.2 and 8.3 of the Agreement.

Administrative Fees and Expenses

"Administrative Fees and Expenses'' means the reasonable and necessary expenses incurred 0\/ the AuthITity pursuant to the Loan Agreement orthi s Indenture and the compensation and expenses paid to or incurred 0\/ the Trustee, the Tender Agent, the Note Registrar, the R emarketi ng A gent and/or any Paying A gent underthe Loan Agreement orthi s Indenture, which include but are nct limited to printing of Authority Nctes, accomplishing transfers IT mw registration of Authority Notes, or other charges and other disbursements including those of their respective officers, di rectors, members, attITneys, agents and employees incurred in and about the admi ni strati on and execution of the Loan Agreement and this Indenture.

Affiliate of the Bank

"A ffi Ii ate of the Bank" means, with respect to the Bank, another Person that is directly IT indirectly through me or more intermediaries, controls IT is cmtrolled 0\/ or is under common control with, the Bank.

3 OHSUSA 7676953'Xl.7

Agreerrent or Loan Agreerrent

"Agreement" or "Loan Agreerrent" rreans that certain loan agreerrent by and ~tween the Authority and the BorrOvVer, dated as of Decem~r 1, 2017, as originally executed and as it may from tirre to tirre ~ supplerrented, modified or arrended in accordance with the terms thereof and of this I ndenture.

A I ternate Credit F aci I i ty

"Alternate Credit Facility" rreans municipal bond insurance or cther similar credit enhancement meeting the requi rerrents of Section 5. 7 of the A greerrent.

A I ternate Letter of Credit

"Alternate Letter of Credit" rreans an irrevocable letter of credit, including, if applicable, a confirrring letter of credit, or similar credit facility issued by a comrrercial bank, savings institution or cther financial institution, the terms of which are accep:ed by the Trustee, delivered to the Trustee pursuant to Section 5.8 of the Agreement.

A[Jllicable Factor

"Appicable Factor" rreans (i) during the Initial Period, 70'/o and (ii) during any cther Index Interest Rate Period, 70'/o, or such cther percentage as may~ designated in writing by the B orrOvVer as the Applicable Factor for such Index I nterest Rate Period pursuant to Section 2.03(f).

A[Jllicable Spread

"Appicable Spread' rreans, with respect to each Index Interest Rate Period, the follcwing as determined by the Calculation Agent:

(a) During the Initial Period, with respect to any Computation Date, (i) 175 basis points (1.75%) if as of such Computation Date, the Leverage Ratio is greaterthan or equal to 3.25, (ii) 150 basis points (1.50'/o) if as of such Computation Date, the Leverage Ratio is greaterthan or equal to 2.75 but less than 3.25, (iii) 125 basis points (1.25%) if as of such Computation Date, the Leverage Ratio is greaterthan or equal to 2.25 but less than 2. 75, and (iv) 115 basis points (1.15%) if as of such Computation Date, the Leverage Ratio is I ess than 2.25; and

(b) During any Index Interest Rate Period other than the Initial Period, the num~r of basis points determined by the Market Agent on or ~fore the first day of such Index Interest Rate Period and designated by the BorrOvVer in accordance with Section 2.03(f)(ii) (which may include a schedule for the Applicable Spread based upon the applicable ratio as descri~d in subparagraph (a) in this definition or such other ratio agreed to by the B orrcwer and the Bank) that, when added to the product of the LI B OR Index orthe SI FMA Index, as applicable, multi pied bytheApplicable Factor, would equal the minimum interest rate per annum that would enable the Authority Nctes to~ sold on

4 OHSUSA 7676953'Xl.7

such date at a price equal to the p-i nci pal amount thereof (without regard to accrued i nterest, if any, thereon).

The Applicalle Sp-ead shall ~ determined and adjusted as of each Computation Date based on the most recently pravided Compiance Certificate (as defined in the Continuing Ccwenant Agreement) delivered to the Bank pursuant to the Continuing Cavenant Agreement (each such date, a "Calculation Date"); prcwidedthat (a) the App icable Spread shal I ~ determined by reference to the Leverage Ratio as of the last day of the most recent Pricing Period (as defined in the Continuing Cavenant Agreement) preceding the applicable Calculation Date, and (b) if the BorrOvVer fails to p-avide a Compiance Certificate when due as required by the Continuing Ccwenant Agreement, the Appl i call e Spread from the date on which such Comp i ance Certificate was required to have ~en delivered shall ~ based on the p-icing level set forth in clause (a)(iv) of this defi ni ti on unti I such ti me as such Campi i ance Certificate is delivered, at which ti me the Applicable Spread shal I ~ determined by reference to the Leverage Ratio as set forth in the then delivered and properly completed Compiance Certificate. The Applicable Spread shall ~ effective from one Cal cul ati on Date unti I the next Cal cul ati on Date.

Notwithstanding the foregoing, in the event that any Financial Statement or Campi i ance Certificate delivered pursuantto the Continuing Cavenant Agreement is shOvVn to ~ inaccurate (regardless of whether (i) this Indenture is in effect, or (ii) any Authority Ncte is Outstanding when such inaccuracy is disccwered or such financial statement or Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the appication of a higher Appicable Spread for any period (an "Applicalle Period") than the Appicable Spread applied for such Appicalle Period, then (A) the BorrOvVer shall immediately deliverto the Bank acorrectedCompliance Certificate for such Applicable Period, (B) the Applicable Sp-ead for such Applicable Period shall ~ determined as if the Leverage Ratio in the corrected Compliance Certificate were app i cable for such A pp i call e Period, and ( C) the B orrOvVer shal I immediately and retroactively~ obligated to pay to the Bank the accrued additional interest cwing as a result of such increased A pp i call e Spread for such A pp i cable Period. Nothing in this paragraph shal I limit the rights of the Bank and the Holders with respect to any of their cther rights under this Indenture or any cther document or agreement. The Borrcwer's obligations underthis paragraph shall survive the repayment of the Authority Notes and all cther obi igations hereunder and under the Agreement.

A[J)ravinq Opinion

"App-aving Opnion" means an opinion of Ncte Counsel (addressed and delivered to the Authority and the Trustee) that an action ~i ng taken ( i) i s authorized by the A ct and thi s Indenture and compies with the terms of the Agreement, if applicable, and (ii) will not, in and of itself, adversely affect the Tax-Exempt status of the Authority Nctes.

Authority

"Authority" means the California Pdlution Control Financing Authority created pursuant to, and as defined in, the Act.

5 OHSUSA 7676953'Xl.7

Authority Account

"Authority Account" means all of the accounts by that name established pursuant to Section 3.04 hereof.

Authority Notes or Authority Ncte

"Authority Ncte" or "Authority Notes'' means all revenue nctes of the Authority authorized by and at any time Outstanding pursuant hereto and executed, issued and delivered in accordance with Sections 2.01 and 2.02 hereof.

Authorized Denomination

"Authorized Denomination" means (i) during any Weekly Interest Rate Period or Term Interest Rate Period of less than one year, $100,000 or any integral multiple of $5,000 in excess thereof, (ii) during any Term Interest Rate Period of one year or more, $5,000 or any integral multiple thereof, and (iii) during any Index Interest Rate Period, $250,000 or any integral multiple of $5,000 in excess thereof. If the Outstanding principal amount of Authority Nctes is less than the minimum stated herein, the Authorized Denomination for such Authority Nctes shall equal its Outstanding principal amount.

Authorized Representative

"Authorized Representative" means with respect to the B orrOvVer, each individual at the ti me designated to act on behal f of the B orrcwer by a written certificate si gned by the BorrOvVer, furnished to the Trustee, the Bank, if applicable, the Credit Bank, if appicable, and the Authority and containing the specimen signature of each such individual. With respect to the Authority, "Authorized Representative'' shall mean any of the Executive Di rector of the Authority and any individual or individuals at the time designated to act on behalf of the Authority by a written certificate signed by the Executive Di rector of the Authority, furnished to the Trustee, the BorrOvVer, the Bank, if applicable, and the Credit Bank, if appicable, and containing the specimen signature of each such individual. With respect to the Bank or the Credit Bank, "Authorized Representative" shal I mean any individual or individuals at the time designated to act on behalf of such Person by a written certificate signed by such Person, furnished to the Trustee, the B orrOvVer and the Authority and containing the specimen signature of each such individual.

Available Moneys

"A vai I able Moneys'' means ( 1) moneys derived from drawings underthe Alternate Letter of Creditthat are not commi ngledwith any other moneys, or (2) moneys held by the Trustee (other than in the Rebate Fund, the Letter of Credit Account or the account described in Section 4.07(g) hereof) and subject to the I ien of this Indenture for a period of at least 123 days and not commingled with any moneys so held for I ess than said period and during and prior to which period no petition in bankruptcy was filed by or against, and no receivership, insolvency, assignment for the benefit of creditors or other similar proceeding has been commenced by or against the BorrOvVer or the Authority or any Guarantor; pravided, hOvVever, if a Guarantor exists, such period shall be at least 370 days, or (3) investment income derived from the investment of moneys described in clause (2) so long as (A) investments of such moneys are in Investment

6 OHSUSA 7676953'Xl.7

Securities rated lJy the Rating Agency in (i) any of the two-highest long-term rating categories; or (ii) if applicable, the highest short-term rating category; and (B) with respect to such investment earnings there has been delivered to the Trustee an op nion of nationally recognized bankruptcy counsel to the effect that the use of such amounts for such purpose would not constitute a voidable preference under Section 547 of the United States Bankruptcy Code should the BorrOvVer, the Authority or any Guarantor be the debtor in a case under the Bankruptcy Code.

Bank

"Bank" means during any Index Interest Rate Period, the Holder of the Authority N ctes, prCNi ded that there is a single Holder of al I of the Authority Notes and prCNi ded further that the Authority Nctes are not then held under the Book-Entry System. If there is more than one H d der of the Authority Notes, "Bank" means two or more Holders OvVni ng more than sixty percent (6CP/o) of the aggregate principal amount of the Authority Notes then Outstanding. If the Authority N ctes are then held under the Book-Entry System, "Bank" means the B enefi ci al Owner of the Authority N ctes, pravi ded that there i s a si ngl e B enefi ci al Owner of al I of the Authority Notes. I f there is more than one Beneficial Owner of the Authority Nctes, "Bank" means two or more Beneficial Owners who are cdlectively the Beneficial Owners of more than sixty percent (6CP/o) of the aggregate principal amount of the Authority Nctes then Outstanding. The initial Bank is MUFG Union Bank, N.A.

Bank Direct Payment Period

"Bank Direct Payment Period" shall have the meaning given such term in Section 2.03(b).

Bank Purchase Date

"Bank Purchase Date" means the earliest to occur of (i) the Initial Bank Purchase Date (ii) the Conversion Date next succeeding the Date of Delivery, (iii) any mandatory Purchase Date pursuant to Section 4.06 and (iv) during any Index Interest Rate Period other than the Initial Period, the date designated lJy the B orrOvVer pursuant to Section 2.03(f).

Bank Nctes

"Bank Nctes'' shall have the meaning ascribed thereto in Section 4.07(c)(2) hereof.

B enefi ci al Owners

"B enefi ci al Owners'' means those individuals, partnerships, corporations or other entities for whom the Direct Participants have caused OTC to hdd Book-Entry Notes.

B ook-E ntry N ctes

"Book-Entry Notes'' means the Authority Notes registered in the name of the nominee of OTC, or any successor securities depository for such Authority Notes, as the registered Ownerthereof pursuantto the terms and pravisions of Section 2.11 hereof.

7 OHSUSA 7676953'Xl.7

Book-Entry System

"Book-Entry System'' means a oook entry system estal:l ished and operated for the recITdatim of Beneficial Owners of the Authority Notes pursuant to Sectim 2.11.

BITrcwer

"B orrcwer" means M ottra Corporation, a cITporati on organized and existing under the laws of the State of CalifITnia, or any entity which is the surviving, resulting IT transferee entity in any merger, cmsolidatim or transfer of assets permitted under Section 5.2 of the Agreement and also means, unless the context ctherwise requires, an assignee of the Agreement as permitted by Section 5.2 of the Agreement, but does not mean any affiliate of the Borrcwer.

B ITrcwer Note

"Borrcwer Note'' means the promissory note dated the date of the Authority Nctes, constituting the promise of the B orrcwerto repay the Loan to the Authority, which B orrcwer N cte shall ~insubstantially the fITm attached to the Agreement as Exhibit D.

Business Day

"Business Day" means any day ctherthan (i) a Saturday, Sunday IT legal holiday in the State of California, (ii) a day m which commercial banks in Los Angeles, California, orthe city or cities in which the Corpcrate Trust Office of the Trustee orthe Tender Agent IT the office of the Credit Bank at which demands for payment under any Alternate Letter of Credit are to~ presented are authorized IT required by law to close, IT (iii) a day m which the New York Stock Exchange is closed.

Calculation Agent

"Calculatim Agent" means, during the Initial Period, the Bank, and thereafter means a Persm appointed by the Borrcwer, with the consent of the Bank in its sole discretim, to serve as Calculatim Agent fortheAuthority Notes.

CDLAC

"CD LAC" means the CalifITnia Debt Limit Allocation Committee.

Certificate, Statement, Request, R equi si ti m or Order of the Authority orthe B orrcwer

"Certificate," "Statement," "Request," "Requisition" or "Order" of the AuthITity IT the Borrcwer mean, respectively, a written certificate, statement, request, requisition or order signed in the name of the Authority by its Chairman, Executive Director or Deputy Executive Director or such other individual as may~ designated and authITized to sign fortheAuthority, IT in the name of the B orrcwer by an A uthITi zed Representative of the B orrcwer. Any such instrument and supporting opinions IT representations, if any, may, but need nct, ~ combined in a single instrument with any other instrument, op ni m IT representation, and the two IT more so combined shal I ~ read and construed as a single instrument. If and to the extent required by

8 OHSUSA 7676953'Xl.7

Section 1.02 hereof, each such instrument shall include the statements pravided for in Section 1.02 hereof.

Code

"Code" means the I ntemal Revenue Code of 1986, as annended from ti me to ti me.

Cornpl eti on Date

"Completion Date" means the earlier of the date of completion of the 2017 Project or final di sb.Jrsement from the Project Fund as that date shall be certified as pravided in Section 3.3 of the Agreement.

Cornputati on Date

"Computation Date'' means (i) during each SIFMA Index Rate Period, Wednesday of each week, or if any Wednesday is not a Business Day, the next succeeding Business Day, and (ii) during each LIBOR Index Rate Period, the second London Business Day preceding each LIB OR Index Reset Date.

Continuing Cavenant Agreement

"Continuing Ccwenant Agreement" means, during the Initial Period, that certain Fourth Amended and Restated Credit Agreement dated as of April 7, 2016, lJy and annong Mottra Corporation and certain other entities listed therein, as borrcwers, MU FG Union Bank, N.A. and the other lenders listed therein, as lenders, and MUFG Union Bank, N.A., as Agent for such I enders, as the sanne rnay be annended, supp emented, restated or otherwise rnodi fi ed from ti me to ti me in accordance with the terms thereof, and during any Index Interest Rate Period other than the Initial Period, means, as applicable, the foregoing agreement, any successor thereto or any cther agreement between the Borrcwer and the Bank which rnay be designated as the Continuing Ccwenant Agreement for purposes of this Indenture, as the sanne rnay be annended, supplemented, restated or otherwise rnodi fi ed from ti me to ti me.

Continuing Disclosure Agreement

"Continuing Disclosure Agreement" means after the Conversion of the Authority Nctes to an Interest Rate Period suqject to the continuing disclosure requirements of Rule 15c2-12 promulgated lJy the Securities and Exchange Commission, any continuing di sci osure agreement executed lJy the B orrcwer pursuant to Section 5.14 of the Loan Agreement and then in effect.

Conversion

"Conversion" means a conversion of the Authority Notes from one Interest Rate Period to another Interest Rate Period.

9 OHSUSA 7676953'Xl.7

Cmversi on Date

"Conversion Date" means with respect to the Authority Nctes (i) each date on which the Interest Rate Determination Method then in effect is changed to another Interest Rate Determination Method, including a Conversion from the LI BOR Index Rate to the SIFMA Index Rate and a Cmversion from the SIFMA Index Rate to the LI BOR Index Rate, (ii) the effective date of a Conversion of the Authority Notes and (iii) each date on which the then-current Index Interest Rate Period is changed to a new Index Interest Rate Period.

Conprate Trust Office

"Corporate Trust Office" means with respect to the Trustee, the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office atthe date hereof is I ocated in Los Angel es, California and with respect to the Tender Agent, the office of the Tender Agent at which at any particular ti me its corporate trust business shal I be principally administered, which office at the date hereof is I ocated in Los Angel es, California; pravi ded, havvever, that with respect to presentation of Authority N ctes for payment or for registration of transfer and exchange such term shal I mean the office or agency of the Trustee at which, at any particular ti me, its corporate trust agency business shal I be conducted.

Costs of Issuance

"Costs of Issuance" means al I items of expense directly or indirectly payable by or reimbursable to the Authority or the Borravver and related to the authorization, issuance, sale and delivery of the Authority Notes, including but nct limited to costs of preparation and reproduction of documents, printing expenses, filing and recording fees, initial fees and charges of the Trustee, underwriting fees, I egal fees and charges, fees and disbursements of consultants and professi anal s, rating agency fees, fees and charges for preparation, execution and safekeep ng of the Authority N ctes and any other cost, charge or fee incurred in connection with the original issuance of the Authority Notes which constitutes a "cost of issuance" within the meaning of Section 147(g) of the Code.

Costs of Issuance Fund

"Costs of I ssuance Fund" means the fund by that name established pursuant to Section 3.05 hereof.

Costs of the Project

"Costs of the Prqject" means the sum of the items, or any such item, authorized to be paid from the Prqj ect Fund pursuantto the pravi si ons of Section 3. 2 of the Agreement, but shal I not include any Costs of I ssuance.

Credit Agreement

"Credit Agreement" means during any Interest Rate Period cther than an Index Interest Rate Period, any agreement entered into between the B orravver and a Credit Bank in

10 OHSUSA 7676953'Xl.7

connection with the issuance of any Alternate Letter of Credit, as the sarne rnay be amended, supp emented, restated or otherwise rnodi fi ed frorn ti me to ti me.

Credit Bank

"Credit Bank" rneans any commercial bank, savings bank or association or other financial institution issuing an Alternate Letter of Creditthen in effect.

Date of Delivery

"Date of Delivery" means December 20, 2017, the date of initial issuance and delivery of the Authority Notes.

Default Rate

"Default Rate'' shal I have the rneani ng assigned to such terrn in the Continuing Ccwenant Agreement.

Depository Bank

"Depository Bank" means MUFG Union Bank, N.A., or any cther financial institution designated 0\/ the Borrcwer with the appraval of the Bank to hdd proceeds of the Authority Notes pending disbursement pursuantto Section 3.04.

Depository Bank Project Fund

"Depository Bank Prqject Fund" means the fund 0\/ that narne created pursuant to Section 3.04 hereof.

Determination ofTaxablity

"Determination of Taxability" means

(I) during any Index Interest Rate Period, (a) any determination, decision, decree or advisement 0\/ the Cornrnissioner of Internal Revenue, or any District Di rector of I nternal Revenue or any court of cornpetentj uri sdi cti on to the effect that interest paid orto be paid on the Authority Notes is not or will not be Tax-Exempt (or an equivalent statement) to the Owner thereof, or (b) the delivery to the Bank, any Owner or the Trustee of an Op nion of Ncte Counsel, to the effect that interest paid orto be paid on the Authority Nctes is nct or will not be Tax-Exempt to the Owner thereof. A Determination of T axabi Ii ty al so shal I be deemed to have occurred on the first to occur of the fd I avvi ng:

( i) the date when the B orravver fi I es any statement, supp emental statement, or other tax schedule, return or document, which di sci oses that i nterest paid or to be paid on the Authority N ctes i s not or wi 11 not be Tax­E xernpt to an Owner thereof;

11 OHSUSA 7676953'Xl.7

(ii) the effective date of any federal legislation enacted or federal rule or regulation prornul gated after the date of the Indenture which has the effect that i nterest paid or to be paid on the Authority N ctes i s not or wi 11 not be Tax­Exempt to the Owner thereof; or

( i i i) if upon sale, I ease or other del i berate acti on wi thi n the meaning of Treas. Reg. § 1.141 2(d), the failure to receive an Appravi ng Op nion.

(11) ctherwise, the occurrence or existence of any of the conditions or events more fully described in Section 7.3(b) of the Loan Agreement.

Di rect P arti ci pants

"Direct Participants'' means those broker-dealers, banks and other financial institutions from time to time for which OTC holds the Authority Notes as securities depository.

OTC

"OTC" means The Depository Trust Company, New York, New York, a limited purpose trust company organized underthe New York Banking Law, or any successor securities depository for the Authority Nctes.

Environmental R egul ati ons

"Environmental Regulations'' means any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating to dangerous, taxi c or hazardous pol I utants, Hazardous Substances, chemical waste, materials or substances.

Event of Default

"Event of Default" means any of the events specified in Section 7.01 hereof.

Excess Interest

"Excess Interest" has the meaning set forth in Section 2.03(e)(iv).

Facility

"Facility" means any location at which any portion of the 2017 Project exists.

Fiscal Year

"Fi seal Year" means the period beginning on J anuary 1 of each year and ending on the next succeeding December 31, or any cther twelve-month, or fi fty--two week, period hereafter selected and designated as the official fi seal year period of the B orravver.

12 OHSUSA 7676953'Xl.7

Fitch

"Fitch" means Fitch, Inc. a corporatim organized and existing under the laws of the State of Delaware, doing business as Fitch Ratings, its successors and their assigns, or, if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency," Fitch" shall be deemed to refer to any other nationally recognized securities rating agency (other than S& P or Moody's) designated 0\/ the Authority, with the awraval of the Borrcwer, 0\/ notice to the Credit Bank, the Trustee, the Remarketi ng Agent and the Tender Agent.

Fixed Rate Conversim Date

"Fixed Rate Conversion Date" means the date m which the Authority Notes are converted to a Term Interest Rate Period with aduratim to the final Principal Payment Date of the Authority Notes.

GOJemmental Obligation

"Gavernmental Obligation" means a bmd, note or cther evidence of indelXedness issued 0\/ the State or any agency or political subdivision of the State or any local agency, which is described 0\/ Sections 103 and 141 -1 50 of the Code.

Guarantor

"Guarantor" means any Person that has guaranteed the obi i gati ons of the B orrcwer under any Credit Agreement or Continuing Cavenant Agreement orthe Agreement.

Hazardous Substances

"Hazardous Substances'' means (a) any oil, flammable substance, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other wastes, materials or pollutants which (i) pose a hazard to the Project or to persons m or about the Project or (ii) cause the Project to be in violation of any Environmental Regulation; (b) asbestos in any form which is or could become friable, urea formaldehyde foam i nsul ati on, transformers or cther equipment which contain dielectric fluid containing levels of polychlorinated b phenyls, or radm gas; ( c) any chemical, material or substance defined as or included in the defi ni ti on of "waste," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "taxi c substances'' or words of si mi I ar import under any Envirmmental Regulation including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act("CERCLA"), 42 USC§§ 9601 et seq.; the Resource Conservation and Recavery Act ("RCRA"), 42 USC §§ 6901 et seq.; the Hazardous Materials Transportation Act, 49 USC§§ 1801 et seq.; the Federal Water Pdlution Control Act, 33 USC§§ 1251 et seq.; the California Hazardous Waste Control Law ("HWCL"), Cal. Health & Safety Code§§ 25100 et seq.; the Hazardous Substance Account Act ("HSAA"), Cal. Health & Safety Code§§ 25300 et seq.; the Underground Storage of Hazardous Substances Act, Cal. Health & Safety Code §§ 25280 et seq.; the Porter--Cdogne Water Quality Control Act (the "Porter­CdogneAct"), Cal. Water Code§§ 13000et seq., the Safe DrinkingWaterandToxic Enforcement Act of 1986 (Propositim 65); and Title 22 of the California Code of Regulations, Division 4, Chapter 30; (cl) any other chemical, material or substance, exposure to which is prohibted, limited

13 OHSUSA 7676953'Xl.7

cr regulated by any governmental authcrity or agency or may or could pose a hazard to the health and safety of the occupants of the Prqject cr the cwners andpr occupants of p-operty adjacent to cr surrounding the Project, or any other person corning upon the Prqject or adjacent p-operty; cr ( e) any cther cherni cal, rnateri al s cr substance which may or could pose a hazard to the environment.

H d der or N otehol der or Owner

"Holder" or "Notehdder," or "Owner," whenever used herein with respect to the Authority Notes, means the Person in whose narne such Authority Notes are registered.

Indenture

"Indenture" means this Indenture, as rri gi nal ly executed cr as it may frorn ti me to ti me be surril emented, rnodi fi ed or amended by any Supplemental I ndenture.

I ndex I nterest Rate

"Index Interest Rate" means each of the LI BOR Index Rate or the SI FMA Index Rate.

Index Interest Rate Period

"Index Interest Rate Period" means any period during which the Authority Nctes bear interest at an Index Interest Rate; pravided, hcwever, that the initial Index Interest Rate Period shal I be the I ni ti al Period.

I nforrnati on Services

"lnfcrmation Services'' means Financial Information, Inc's "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Edita-; Kenny Information Services "Called Bond Service," 65 Broadway, 16th Floor, New York, New Y rrk 10006; Moody's "MergentflS, Inc.," 5250 77 Center Drive, Suite 150, Charlotte, North Cardina 28217, Attention: Called Bonds Department; the Municipal Securities Rulernaking Board, via the Electronic Municipal Market Access website "ernrna.rnsrb.org" and Standard and Pocr's "Called Bond Record," 55 Water Street, New York, NY 10041; or, in accordance with then-current guidelines of the Securities and Exchange Cornrni ssi on, such other services prcwidi ng i nf crmati on with respect to cal I ed notes, cr no such servi ces, as the Authority may i ndi cate i n a Certificate of the Authority delivered to the Trustee.

Initial Bank Purchase Date

"Initial Bank Purchase Date" fortheAuthcrity Notes means May 1, 2021.

Initial Period

"Initial Period" means the initial Index Interest Rate Period fortheAuthority Notes commencing on the Date of Delivery and ending on the first to occur of (i) the Initial Bank

14 OHSUSA 7676953'Xl.7

Purchase Date, (ii) the Conversion Date next succeeding the Date of Delivery, (iii) the Principal Payment Date and (iv) any mandatory Purchase Date p.,1rsuant to Section 4.06.

Interest Account

"Interest Account" means the account by that name in the Revenue Fund established pursuant to Section 5.02 hereof.

Interest Payment Date

"Interest Payment Date" means the Principal Payment Date, and (i) the first Business Day of each month, commencing February 1, 2018, during an Index Interest Rate Period, (ii) the first Wednesday of each month (or the next succeeding Business Day if such Wednesday is not a Business Day) during a Weekly Interest Rate Period, (iii) the last Business Day of a Term Interest Rate Period of less than one year, or (iv) May 1 and Navember 1 during a Term Interest Rate Period of one year or more.

Interest Period

"Interest Period" means the period from and including any Interest Payment Date to and including the day immediately preceding the next fol I avvi ng I nterest Payment Date, except that the first Interest Period shal I be the period from and including the date of the first authentication and delivery of the Authority N ctes to and including the day immediately preceding the first Interest Payment Date relating to the Authority Notes.

Interest Rate Determination Method

"Interest Rate Determination Method" means any of the methods of determining the interest rate on the Authority Notes described in Section 2.03 of this Indenture.

Interest Rate Period

"Interest Rate Period' means either a Weekly Interest Rate Period, an Index Interest Rate Period or a Term Interest Rate Period.

Investment Securities

"Investment Securities'' means any of the follavving securities (other than those i ssued by the Authority, the B orravver or any G uarantor) :

(i) Commercial paper issued by corporations that are organized and operating within the UnitedStatesandthatatthetimeof investment are rated by Moody's ors & P (a) "A-2" or "P-2" or higher if such commercial paper has a maturity of seven days or less, and (b) "A-1" or "P-1" if such commercial paper has a maturity of greaterthan seven days;

( i i) U ni ted Stat es Treasury nctes, bonds, bi 11 s or certi fi cat es of i ndebtedness or those for which the faith and credit of the United States are pledged forthe ful I and timely payment of principal and interest, nct suqj ect to prepayment or cal I ;

15 OHSUSA 7676953'Xl.7

( i i i) N egoti able certi fi cat es of deposit i ssued 0\/ or derx:isi t accounts with a nationally or state-chartered bank, including the Trustee, its parent company and their affiliates, or 0\/ a state Ii censed branch of a foreign bank, pravi ded that the senior debt issued 0\/ such bank and pr its holding company shal I be rated "A 2" and "A" 0\/ Moody's and S& P, respectively, and the commercial paper issued 0\/ such holding company or branch of a foreign bank shall be rated "P-1" and "A-1" 0\/ Moody's and S& P, respectively;

(iv) Bonds, nctes or other obligations of any state, municipality or political subdivision the interest on which is excluded from gross income for federal income tax purrxises, which are rated "A2" or "A", as applicalle, or higher 0\/ Moody's, S& P, or Fitch;

(v) Investments in or shares of any" regulated investment company" within the meaning of Section 851(a) of the Code, the assets of which are securities or investments described in (i) -(iv) abave, including funds for which the Trustee, its parent holding company, if any, or any affi Ii ates or subsi diaries of the Trustee or such hd ding company pravi de investment aclvi sory or other management services;

(vi) Repurchase agreements with any bank, trust company or national banking association insured 0\/ the Federal Derx:isit Insurance Corrxiration (including, but not I imited to the Trustee or any of its affiliates), or with any gcwernment bond dealer recognized as a primary dealer 0\/ the Federal Reserve Bank of New York, which agreements are fully and continuously secured 0\/ a valid and perfected security interest in obligations described in paragraph (ii) of this definition or obligations which are rated "Aaa'' 0\/ Moody's or "AAA" 0\/ S& P;

(vii) Money market funds with a rating of at least "A/A2" or which invest solely in securities rated at least "A/A2", including funds for which the Trustee, its parent holding company, if any, or any affiliates or subsidiaries of the Trustee or such hdding company receives and retains a fee for services pravi ded to the fund, whether as a custodian, transfer agent, investment aclvi sor or ctherwi se; and

(viii) Cdlateralized or uncdlateralized investment agreements or other contractual arrangements with domestic or foreign corrxirations, financial institutions or national associations, pravided that the senior long term debt of such corporations, institutions or associations is rated within the highest three rating categories 0\/ S& P, Moody's and Fitch, if rated 0\/ Fitch; and (ix) any other investment designated 0\/ the BorrOvVer and appraved in writing 0\/ the Bank or a Credit Bank, as appicable.

(ix) Any other investment designated 0\/ the BorrOvVer and agreed to in writing 0\/ the Bank orthe Credit Bank, as applicalle.

Letter of Credit Account

"Letter of Credit Account" means the account 0\/ that name in the Revenue Fund established pursuant to Section 5.03 hereof.

16 OHSUSA 7676953'Xl.7

Leverage Ratio

"Leverage Ratid' has the meaning ascribed to such term in the Continuing Ccwenant Agreement.

LIBOR Index

"LIBOR Index" means the rate per annum determined 0\/ the Calculation Agent equal to the London interbank offered rate as administered 0\/ the I CE Benchmark Administration (or any other Person that talkes ewer the administration of such rate) for deposits in U.S. dollars with a one-month maturity appearing on the applicable page or screen at Bloomberg.com (or, in the event such rate does not appear on a Bloomberg.com page or screen, on the appropriate page or screen of such cther information service that publishes such rate as shal I be selected 0\/ Lender from ti me to ti me i n its reasonabl e di screti on), or an appropri ate comparable or successor rate determined 0\/ the Calculation Agent (such rate being the "Successor Rate"), at approximately 11 :00 am., London, on the Computation Date; prcwided that the LIB OR Index may be adjusted from time to time in Calculation Agent's discretion for reserve requirements, deposit insurance assessment rates and cther regulatory costs on that day ( or, if such day is nct a Business Day, the immediately preceding Business Day). If the Libor Index determined pursuant to this definition is ever I ess than zero, then for purposes of determining the interest rate app i cable to the Authority N ctes, the Li bor Index shal I be deemed to be zero; pravi ded, havvever, that this sentence shal I not apply if a Rate Contract (as defined in the Continuing Cavenant Agreement) is in fl ace with respect to the Authority Notes.

Notwithstanding the foregd ng, to the extent a Successor Rate becomes effective in accordance with tis definition, such Successor Rate (i) shal I be applied in a manner consistent with industry practice, and (ii) must be an interest-based index variation the value of which can reasonably be expected to measure contemporaneous variations in the cost of mwly borravved funds in the United States dollars.

LIBOR Index Rate

"LIB OR I ndex Rate'' means a per annum rate of interest established on each Computation Date equal to the product of (x) the sum of (a) the Applicable Spread plus (b) the product of (i) the LIBOR Index multiplied 0\/ (ii) the Appicable Factor multiplied 0\/ (y) the Margin Rate Factor.

LIBOR Index Rate Conversion Date

"LIBOR Index Rate Conversion Date'' means (a) the date on which the Authority Nctes begin to bear interest atthe LI BOR Index Rate or (b) if the Authority Notes have previously borne interest at the LIBOR Index Rate during a LI BOR Index Rate Period then ending, the Bank Purchase Date occurring at the end of the then ending LIBOR Index Rate Period.

LIBOR Index Rate Period

"LIBOR Index Rate Period" means (a) the Initial Period and (b) each period thereafter from and including a LIB OR I ndex Rate Conversion Date to but excluding the earliest

17 OHSUSA 7676953'Xl.7

of (i) the immediately succeeding Bank Purchase Date, (ii) the immediately succeeding Conversion Date and (iii) the Principal Payment Date.

LIB OR Index Reset Date

"LIB OR Index Reset Date" means the first Business Day of each month.

London Business Day

"London Business Day" means any day that is a day for trading by and between banks in United States ddlar deposits in the interbank market in London, England.

Loan; Loans

"Loan" or "Loans'' means the I oan from ti me to ti me of the proceeds of the Authority Notes to the B orrcwer pursuant to the Loan Agreement.

Loan Agreement

See "Agreement."

Loan Default Event

"Loan Default Event" means any one or more of the events specified in Section 6.1 of the Loan Agreement.

Loan Repayments

"Loan Repayments'' means the payments so designated and required to be made by the Borrcwer pursuant to Section 4.2 of the Loan Agreement, including the payments of principal, interest and any premium on, or Purchase Price of, the Authority Notes.

Margin Rate Factor

" M argi n Rate Factor" means the greater of ( i) 1. 0, and ( i i) the product of ( a) one rrinus the Maximum Federal Corporate Tax Rate multiplied by (b) 1.53846. The effective date of any change in the Margin Rate Factor shal I be the effective date of the decrease or increase (as applicable) in the Maximum Federal Corporate Tax Rate resulting in such change.

Market Agent

"Market Agent" means the Person appointed by the Borrcwer with the consent of the Bank to act as Market Agent hereunder, and any successors thereof.

Maximum Rate

"Maximum Rate" means the lesser of 12% per annum or the maximum rate permitted by law, as determined by the Calculation Agent.

18 OHSUSA 7676953'Xl.7

Maximum Federal Corporate Tax Rate

"Maximum Federal Corporate Tax Rate" means the maximum rate of income taxation imposed on corporations pursuant to Section 11 (b) of the Code, as in effect from ti me to time (or, if as a result of a change in the Code, the rate of income taxation imposed on corporations generally shall nct be appicable to national banking associations, the maximum statutory rate of federal income taxation which could apply to nati anal banking associations).

Moody's

"Moody's'' means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shal I no longer perform the functions of a securities rating agency, "Moody's'' shal I be deemed to refer to any other nationally recognized securities rating agency (other than S&P or Fitch) designated 0\/ the Authority, with the appraval of the BorrOvVer, 0\/ notice to the Credit Bank, the Trustee, the RemarketingAgent and the Tender Agent.

Net Proceeds

"Net Proceeds'' means the proceeds from insurance or from actual or threatened condemnation or eminent domain actions with respect to all or any portion of the Prqject, less any costs reasonably expended 0\/ the B orrOvVer to receive such proceeds.

Ncte Counsel

"Note Counsel" means any attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on debt obligations issued 0\/ states and political subdivisions, duly admitted to practice law before the highest court of any state of the United States of America, and acceptable to the Authority, but shal I not include counsel for the B orrcwer.

Ncteholder

See "Holder."

Ncte Payment Date

"Note Payment Date'' means any date upon which any amounts payal:le with respect to the Authority Notes shall become due, whether upon redemption (including without limitation sinking fund redemption), acceleration, maturity, optional or mandatory tender or ctherwise.

N cte Purchase Contract

"Note Purchase Contract" means the Note Purchase Contract, dated December 20, 2017, 0\/ and among the Authority, the State Treasurer, as agent for sale, and the Bank, as appraved 0\/ the BorrOvVer, with respect to the sale and delivery of the Authority Notes.

19 OHSUSA 7676953'Xl.7

N cte R egi strar or R egi strar

"Note Registrar" or "Registrar" means the entity or entities performing the duties of the Note Registrar pursuant to Section 2.08 hereof.

Oci ni on of Counsel

"Opinion of Counsel" means a written opinion (addressed and delivered to the Authority and the Trustee) of counsel (who may be counsel for the Authority) selected by the Authority. If and to the extent required by the pravisions of Section 1.02 hereof, each Opinion of Counsel shall include the statements prCNided for in Section 1.02 hereof.

Outstanding

"Outstanding," when used as of any particular time with reference to Authority Nctes, means (subject to the pravisions of Sections 2.01 and 11.10 hereof) all Authority Nctes theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture exce[X (1) Authority Notes theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (2) Authority Notes with respect to which I iab lity of the Authority shall have been discharged in accordance with Section 10.02 hereof, including Authority Nctes (or portions of Authority Notes) referred to in Section 11.10 hereof; and (3) Authority Notes for the transfer or exchange of or in Ii eu of or in substitution for which cther Authority N ctes shal I have been authenticated and delivered by the Trustee pursuant to this Indenture.

Owner

See "Holder."

Parti ci pati ng A ffi Ii ate

"Participating Affiliate" means, with respect to the BorrOvVer, each Person (i) that directly or indirectly, through one or more intermediaries or other Persons, controls, or is controlled by, or is under common control with, the BorrOvVer, and (ii) that is itself, or with its affiliates described in clause (i), a "participating party" within the meaning of the Act. For purposes of thi sdefinition, a "Person" who is an individual includes the spouse, children or parents of such Person (collectively, "relatives''), and includes any trust of which such Person or his or her relatives is the trustee or a beneficiary. Forthe purpose of this definition, the "contrd" of a Person shall mean the possession, directly or indirectly, of the pOvVerto direct or cause the direction of its management or policies, whether through the OvVnership of a majority of voting securities or membership interests, as trustee, by contract or otherwise.

Paying Agent

"Paying Agent" means the Paying Agent described in Section 8.07 hereof.

20 OHSUSA 7676953'Xl.7

Person

"Person" means an individual, corpcration, firm, assoc1at1on, limited liability company, partnership, trust, or other legal entity or group of entities, including a gcwernmental entity or any agency or political subdivision thereof.

Principal Account

"Principal Account" means the account by that nanne in the Revenue Fund established pursuant to Section 5.02.

Principal Amount

"Principal Amount" means the Outstanding principal amount from ti me to ti me of the Authority Notes, as pravided in Section 2.01.

Principal Payment Date

"Principal Payment Date" means Decerri:Jer 1, 2037, or if earlier, the date on which al I of the Authority Notes are reti red.

Project

See" 2017 Project."

Project Fund

"Project Fund" means the fund by that nanne established pursuant to Section 3.04 hereof.

Purchase Date

"Purchase Date" means any date on which the Authority Notes are required to be purchased pursuant to Section 2.04(a) or (b) or Section 4.06 of this Indenture.

Purchase Price

"Purchase Price" means an amount equal to lOCP/4 of the principal of the Authority Nctes purchased pursuant to Sections 2.04(a) or (b) or 4.06 of this Indenture, plus accrued and unpaid interest thereon to but nct including the Purchase Date orthe date on which such Authority N ctes are deemed purchased in accordance with this Indenture.

Purchaser Letter

"Purchaser Letter" means a letter in the form of Exhibit F hereto, executed by a duly authorized signatory of the purchaser of the Authority Notes pursuant to Section 2.06 hereof and addressed and delivered to the Authority, the BorrOvVer, the Treasurer of the State, the Trustee and Note Counsel.

21 OHSUSA 7676953'Xl.7

Qualified lnstitutimal Buyer

"Qualified Institutional Buyer" means a "qualified institutimal buyer" as defined in Rule 144A p-omulgated underthe Securities Act of 1933, as amended, as in effect as of the date hereof.

Rating Agency

"Rating Agency" means Moody's, if Moody's is then rating the Authority Notes, S& P, if S& P i s then rati ng the A uthori ty N ates and /or Fitch, i f F itch i s then rati ng the Authority N ctes, or such other nati anal ly--recoqni zed rating agency then rating the Authority N ctes.

Rebate Fund

"Rebate Fund" means the fund by that name created pursuant to Sectim 5.06 hereof.

Rebate Instructions

"Rebate I nstructi ons" means those cal cul ati ms and di recti ms required to be delivered to the Trustee and, if requested, the Authority by the B orrOvVer underthe Tax Certificate.

Rebate R egui rement

"Rebate Requirement" means the Rebate Requirement defined in the Tax Certificate.

Record Date

"Record Date" means (i) the Business Day immediately preceding the applicable Interest Payment Date during a Weekly Interest Rate Period, an Index Interest Rate Period, or any Term Interest Rate Period of less than me year, and (ii) the day, whether or nct a Business Day, which is the fifteenth day of the mmth p-iorto an Interest Payment Date during any Term Interest Rate Period of one year or greater.

Redemption Account

"Redemption Account" means the account by that name established in the Revenue Fund pursuant to Section 5.02 hereof.

Reference Banks

"Reference Banks" means, with respect to the LI BOR Index, any of the four largest United States banks with an office in London, based upon consolidated total asset size, as Ii sted by the Federal Reserve in its most current statistical release on its website with respect thereto.

22 OHSUSA 7676953'Xl.7

R errwketi ng Agent

"Rerrwketing Agent" means any Rerrwketing Agent appointed p.,1rsuant to Section 8.11, hereof and its successors in such office underthi s I ndenture.

R errwketi ng Agreement

"Rerrwketing Agreement" means any Rerrwketing Agreement, between the B orrcwer and a R errwketi ng A gent or the agreement or instrument pursuant to which a successor to the RennarketingAgent shall perform its services.

R etai ned R i ghts

"Retained Rights'' means the right of the Authority to receive certain payments, if any, with respect to fees, expenses and indemnification underthe Loan Agreement, or to enforce its rights under Sections 3.1, 4.2(b), 4.2(c), 4.2(d), 5.16, 6.2(c), 6.3, 8.2 and 8.3 of the Loan Agreement and the rights expressly granted to the Authority under the Loan Agreement to i ndemni fi cation, inspection, consent and receipt of certificates, notices and op ni ons.

Revenue Fund

"Revenue Fund" means the fund by that nanne established p.,1rsuant to Section 5.01.

Revenues

"Revenues'' means all announts received by the Authority or the Trustee for the account of the Authority pursuant or with respect to the Agreement or any Alternate Letter of Credit, including, without limiting the generality of the foregdng, Loan Repayments, including the payments of principal of, and interest and any premium on, the Borrcwer Note (including bcth timely and delinquent payments, any I ate charges, and paid from whatever source), prepayments, insurance proceeds, condemnation proceeds, and al I interest, profits or other i nconne derived from the investment of announts in any fund or account established p.,1rsuant to this I ndenture ( except as pravided belcw), but not including Additional Payments, including without limitation any Administrative Fees and Expenses, Tender Proceeds, or any moneys paid for deposit into the Rebate Fund ortheAuthority Account of the Costs of Issuance Fund and investment earnings on any moneys held in such account(s) or Fund.

Securities Depositories

"Securities Depositories'' means the follcwing registered securities depositories: The Depository Trust Company, 55 Water Street, New York, New York 10041--0099 (for notices of redemption - Attn: Call Notification Department, Redemption Notice Enclosed, Fax--(212) 855-7232, 7233, 7234 or 7235; for nctices of tender - Attn: Put Bands Unit, Put Nctice Enclosed, Fax--(212) 855-5235); or, in accordance with then-current guidelines of the Securities and Exchange Cammi ssi on, such other securi ti es depositories, or no such depositories, as the Authority rray indicate in a Certificate of the Authority delivered to the Trustee.

23 OHSUSA 7676953'Xl.7

SIFMA Index

"SI FM A I ndex" means, for any Comp.Jtati m Date, the I evel of the index which is issued weekly and which is comp led from the weekly interest rate resets of tax-exempt variable rate issues included in a database maintained by M uni ci pal Mark et Data which meet specific criteriaestabl ished from time to time by the Securities Industry and Financial M arketsAssociatim and issued on Wednesday of each week, or if any Wednesday is not a Business Day, the next succeeding Business Day. If the SI FMA Index is no longer published, then "SIFMA Index" shall mean the S&P Weekly High Grade Index. If the S&P Weekly High Grade Index is no longer p.Jblished, then "SIFMA Index" shall mean the prevailing rate determined by the Calculation Agent for tax-exempt state and local gcwernment bonds meeting criteria determined in goccl faith by the Calculation Agent to be comparable under the circumstances to the criteria used by the Securities I ndustry and Financial Markets A ssoci ati on to determine the SI F MA I ndex immediately priortothe date m which the Securities and Financial Markets Association ceased publication of the SI FMA Index.

SIFMA Index Rate

"SIFMA Index Rate" means a per annum rate of interest established on each Computatim Date equal to the product of (a) the sum of the Appicable Spread pus the SIFMA Index and (b) the Margin Rate Factor.

SI F MA Index Rate Conversi m Date

"SI FMA Index Rate Conversion Date" means (a) the date on which the Authority Nctes begin to bear interest atthe SI FMA Index Rate or (b) if the Authority Nctes have previously borne interest at the SI FMA Index Rate during aSIFMA Index Rate Period then ending, the Bank Purchase Date occurring at the end of the then ending SI FMA Index Rate Period.

SIFMA Index Rate Period

"SI FMA Index Rate Period" means each period from and including a SI FMA Index Rate Conversion Date to but excluding the earliest of (i) the immediately succeeding Bank Purchase Date, (ii) the immediately succeeding Conversim Date and (iii) the Principal Payment Date.

SI FMA Rate Reset Date

"SI FMA Rate Reset Date" means Thursday of each week.

S&P

"S&P" means Standard & Poor's Ratings Group, a division of The McGraw+iill Companies, Inc., its successors and their assigns, and, if such entity shal I be dissolved or liquidated or shal I no longer perform the functions of a securities rating agency, "S& P" shal I be deemed to refer to any other nationally recognized securities rating agency (other than Moody's or Fitch) designated by the Authority, with the apprcwal of the Borravver, by notice to the Credit Bank, the Trustee, the R emarketi ng Agent and the Tender A gent.

24 OHSUSA 7676953'Xl.7

S& P Weekly High Grade Index

"S&P Weekly High Grade Index" means for a Canputation Date, the level of the "S&P Weekly High Grade Index" (formerly knavvn as theJJ. Kenny Index) maintained 0\/ Standard and Poor's Securities Evaluations Inc. for a one-week maturity as published each Wednesday, or if any Wednesday is not a Business Day, on the next succeeding Business Day.

State

"State" means the State of California

Supplemental Indenture

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

Surd us Account

"Surpus Account" means the account established within the Revenue Fund pursuant to Section 3.04 hereof.

Taxable Date

"Taxable Date" means the date on which interest on the Authority Nctes is first includable in gross income of any Owner (including, without limitation, any previous Owner) thereof as a result of a Determination of Taxabil ity.

Taxable Rate

"Taxable Rate" means for any date of determination the rate of interest per annurn equal to the product of the interest rate then in effect for the Authority Notes rnultipied 0\/ the Taxable Rate Factor.

Taxable Rate Factor

"T axabl e Rate Factor" means 1. 54.

Tax Certificate

"Tax Certificate" means the Tax Certificate and Agreement, dated the Date of Delivery, between the B orravver and the Authority.

Tax-Exempt

"Tax-Exempt'' means, with respect to interest on any obi igations of a state or local gcwernment, including the Authority Notes, that such interest is excluded frorn gross income for federal income tax purposes ( ctherthan in the case of a H d der of any Authority Notes who is a

25 OHSUSA 7676953'Xl.7

substantial user of any canponent of the Project or a related Person within the meaning of Section 147(a) of the Code) whether or not such interest is incl udable as an item of tax preference or ctherwise includable directly or indirectly for purposes of calculating tax liabilities, including any alternative mini mum tax or environmental tax, under the Code.

Tender Agent

"Tender Agent" means initially the Trustee and any successor tender agent appointed pursuant to Section 8.13 hereof.

Tender Proceeds

"Tender Proceeds'' means moneys paid to the Tender Agent from the sources set forth in Section 4.07(a)(2) to purchase Authority Notes which have been tendered pursuant to Section 2.04(a) or (b) or Section 4.06.

Term I nterest Rate

"Term Interest Rate" means a non-variable interest rate on the Authority Notes established in accordance with Section 2.03(d) hereof.

Term Interest Rate Period

"Term Interest Rate Period' means each period during which a Term Interest Rate is in effect.

Trustee

"Trustee" means The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under and O)IVirtue of the laws of the United States of America, having Corporate Trust Offices in Los Angeles, California or its successor as Trustee hereunder as pravided in Section 8.01.

2017 Project; Project

"2017 Project" means the facilities and equipment identified as the" 2017 Project" as described in Exhibit A to the Loan Agreement, as it may be amended pursuantto the terms of the Agreement.

U ni ted Stat es

"United States'' means the United States of America

Variable Index

"Variable Index" means either (i) the Thanpson Reuters Municipal Market Data Variable Rate Demand ("VRD") Averages as published 0\/ Thanpson Municipal Market Monitor or (ii) the Securities Industry and Financial Markets Association Municipal Swap Index pravided 0\/ Municipal Market Data ("MMD"), a seven day high grade market index comprised of tax

26 OHSUSA 7676953'Xl.7

exem[Xvarialle rate demand bonds from MM D's data base. If for any reason the Variable Index for any rate determination date cannot be established as p-avi ded abave or is held to be invalid or unenforceable by a court of law, the Variable Index for such rate determination date shall be either (i) any nati anal index created by an average of at I east 1 CXXl outstanding variable rate demand lx:Jnds guaranteed by a direct pay letter of credit, rated at least "A", with a weekly (7 day) weekly interest rate reset or (ii) an index comp.Jted by the RemarketingAgent and shall be equal to 9S% of the yield appicalle to 91--day United States Treasury bills, such yield to be computed on the basis of the coupon equivalent of the average per annum di 51::ount rate at which such Treasury bi 11 s shal I have been sold at the most recent Treasury auction conducted p-i or to such rate determination date.

Weekly I nterest Rate

"Weekly Interest Rate" means a variable interest rate on the Authority Notes established weekly in accordance with Section 2.03(c) hereof.

Weekly Interest Rate Period

"Weekly Interest Rate Period" means each period during which Weekly Interest Rates are in effect.

SE CTI ON 1.02. Content of Certificates and Opinions. Every certificate or opinion pravided for in this Indenture with respect to compiance with any prcwision hereof shall include ( 1) a statement that the Person malki ng or giving such certi fi care or opinion has read such p-avision and the definitions herein relating thereto; (2) a brief statement as to the nature and 51::ope of the examination or investigation upon which the certificate or opinion is based; (3) a statement that, in the opinion of such Person, such Person has made or caused to be made such examination or i nvesti gati on as is necessary to enable such Person to express an informed op ni on with respect to the suqject matter referred to in the i nstrumenttowhich such Person's signature is affixed; (4) a statement of the assumptions upon which such certificate or op ni on is based, and that such assumptions are reasonable; and ( 5) a statement as to whether, in the opinion of such Person, such p-avision has been complied with.

Any such certificate or op nion made or given by an officer of the Authority or an officer or Authorized Representative of the BorrOvVer may be based, insofar as it relates to legal, accounting or business matters of either of them, upon a certificate or opinion of or representation by counsel, an Accountant or a management consultant, unless such officer or Authorized R ep-esentative knOvVs, or in the exercise of reasonable care should have knOvVn, thatthe certificate, opinion or representation with respect to the matters upon which such certificate, op ni on or representation may be based, as aforesaid, is erroneous. Any such certificate, opinion or representation made or given by counsel, an Accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the BorrOvVer, as the case may be) upon a certificate or opinion of or representati on by an offi cer of the Authority or an offi cer or Authorized Representative of the BorrOvVer, unless such counsel, Accountant or management consultant knOvVs, or in the exercise of reasonable care should have knOvVn, that the certificate or op nion or rep-esentation with respect to the matters upon which such Person's certi fi care or op ni on may be based, as aforesaid, is

27 OHSUSA 7676953'Xl.7

erroneous. The same officer of the Authority or officer or Authorized Representative of the B orrcwer, or the same counsel or Accountant or management consultant, as the case may be, need not certify to al I of the matters required to be certi fi eel under any pravi si on of this I ndenture, but different officers, Authorized Representatives, counsel, Accountants or management consultants may certify to different matters, respectively.

SECTION 1.03. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular shal I include the fl ural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

(a) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do nct constitute a part hereof and shal I nct affect the meaning, construction or effect hereof.

(b) All references herein to "Articles," "Sections'' and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words "herein," "hereof," "hereby," "hereunder" and cther words of si mi I ar import refer to this Indenture as a whole and notto any particular Article, Section or subdivision hereof.

SECTION 1.04. Definitions Inapplicable During Index Interest Rate Period. Unless the context shal I ctherwise require, the fd lcwing definitions in this Indenture shall not apply forthe Authority Notes during the Index Interest Rate Period for the Authority Nctes and shal I only apply during any period that an Alternate Letter of Credit or Alternate Credit Facility secures repayment of the Authority N ates:

"A I temate Letter of Credit" "Availalle Moneys" "Bank Nctes'' "Credit Bank" "Letter of Credit Account" " R emarketi ng A gent" "R emarketi ng Agreement"

ARTICLE II THE AUTHORITY NOTES

SECTION 2.01. Authorization and Delivery of Authority Notes. The Authority Notes shall be issued hereunder in order to attain moneys to carry out the purposes of the Act for the benefit of the Authority and the Borrcwer. The Authority Notes are designated as "California Pollution Control Financing Authority Variable Rate Demand Solid Waste Disposal Revenue Nctes (M cttraCorporation Project) Series 2017'. This Indenture constitutesacontinuing agreement with the Holders from ti me to ti me of the Authority N ates to secure the ful I payment of the principal (or redemption price) of, premium if any, and interest on all such Authority Notes subject to the cavenants, pravi si ons and conditions herein contained.

SECTION 2.02. Form of the Authority Notes. The Authority Nctes shall be issued in the form of fully registered notes and in the principal amount of $6,125,000, to be

28 OHSUSA 7676953'Xl.7

dated the Date of Delivery and to mature (suqject to prior redemption at the prices and dates and upon the terms and conditions hereinafter set forth) on the Principal Payment Date. The Authority Nctes shall bear interest on the unpaid principal annountthereof as set forth in Section 2.03 hereof. If an Event of Default shal I have occurred and be continuing, the interest rate on the Authority Nctes shal I be the rate on the Authority Notes on the day prior to the occurrence of such Event of Default, except as otherwise pravided in Section 2.03(e) hereof.

The Authority Notes shall be issualle in Authorized Denominations. The Authority Nctes shall be issued in substantially the form set forth in Exhibit A of this Indenture with such variations, insertions or omissions as are appropriate and not inconsistent there.vi th and shal I conform generally to the rules and regulations of any gavernmental authority or usage or requirement of lctN with respect thereto. The Authority Ncte certificates shall be numbered and lettered from one ur:ward preceded by the letter "R" prefixed to the number and may bear such additional letters, numbers, legends or designations as the Ncte Registrar determines are desi ralle. The Authority Notes shall initially be registered to the Bank.

SECTION 2.03. Interest Rates. (a) TheAuthorityNotesshall bear interest from and including the date of first authentication and delivery thereof unti I payment of the principal or redemption price thereof shal I have been made or pravi ded for in accordance with the pravisions hereof, whether at maturity, upon redemption or otherwise. Interest on the Authority Nctes with respect to the immediately preceding Interest Period shall be paid as pravided belcw, pravided that if any Interest Payment Date is not a Business Day, such interest shall be mailed or wired pursuantto this Section 2.03 on the next succeeding Business Day, with the same effect as if made on the day such payment was due. I nterest shal I be computed, in the case of a Term Interest Rate period, on the basis of a 360-oay year consisting of twelve 3o-day months, in the case of an I ndex I nterest Rate period in which the Authority N ctes bear interest at the LI B OR Index Rate, the Taxable Rate or the Default Rate, on the basis of a 360-oay year forthe actual number of days elapsed, and in the case of any other I nterest Rate Period, on the basis of a 365 or 366-oay year, as appropriate, and the actual number of days elapsed. The Authority Notes shall initially bear interest at a LI B OR I ndex Rate from the Date of Delivery unti I the date on which the I nterest Rate Deterrrination Method is changed as described herein.

Suqject to the last paragraph of Section 2.03(b), payment of the interest on the Authority Notes shal I be made to the Person appeari ng on the ncte regi strati on books of the N cte Registrar as the Notehdder thereof on the Record Date, such interest to be paid by the Paying Agentto such Notehdder (i) by check mailed by first class mail on the Interest Payment Date, to such N otehd der' s address as it appears on the regi strati on books or at such other address as has been furnished to the Note Registrar as prcwided belcw, in writing by such Ncteholder not later than the Record Date, or (ii) upon written request at least three Business Days prior to the applicable Record Date of the Ncteholder of Authority Notes aggregating not less than $1,000,000 in principal annount of such Authority Notes, by wire transfer in immediately available funds at an account maintained in the United States at such wire address as such Notehdder shall specify in its written notice ( any such written request shal I remai n i n effect unti I resci nded i n wri ti ng by such Ncteholder); 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 shal I be paid at the rate set forth in Section 2. 02 to the N ctehol der in whose nanne any such Authority Notes are registered at the close of business on the fifth Business Day next preceding the date of payment of

29 OHSUSA 7676953'Xl.7

such defaulted interest. Both the principal of and premium, if any, on the Authority Notes shall be payable upon surrender thereof in lctNful money of the United States of America at the Corporate Trust Office of the Trustee.

(b) In the manner hereinafter pravided, the term of the Authority Notes wil I be divided i ntoconsecutive Interest Rate Periods, during each of which the Authority Notes shall bear interest at a Weekly Interest Rate, an Index Interest Rate or a Term Interest Rate. The first Interest Rate Period for the Authority Nctes shall be an Index Interest Rate Period. The first Interest Payment DatefortheAuthority Nctes shall be February 1, 2018.

Except if Authority Notes during an Index Interest Rate Period bear interest atthe Default Rate or the Taxable Rate, and under the circumstances set forth in the fd lcwing paragraph, interest on the Authority Notes shall nct exceed the Maximum Rate.

Notwithstanding any other pravi sion of this Indenture, if the Authority Notes have been purchased 0\/ a Credit Bank follcwing a mandatory tender under Section 4.CXi(a)(iii), the Authority Notes shall bear interest at the rate for Bank Notes as pravided under the Credit Agreementthen in effect until such ti me as the Credit Bank directs the remarketing of the Authority N ctes, at which ti me the Authority N ctes shal I once again bear interest at the Weekly I nterest Rate or a Term I nterest Rate.

Notwithstanding anything herein to the contrary, for so long as the Authority Notes bears interest at an Index Interest Rate, the Authority and the Trustee agree that al I amounts payable to the Holders with respecttotheAuthority Nctes shall (until directed otherwise i nwriting 0\/ the Bank to the Trustee with a copy to the Borrcwer) be made 0\/ the Borrcwer directly to the Bank (without any presentment thereof, except upon the payment of the final i nstal I ment of principal, and without any notation of such payment being made thereon), in such manner or at such address in the United States as may be designated 0\/ the Bank in writing to the Borrcwer (the "Bank Direct Payment Period"). During any Bank Direct Payment Period, (i) any payment made shal I be accompani eel 0\/ sufficient information to identify the source and proper app i cation of such payment, (ii) the Bank shall nctify the Trustee in writing of any failure of the Borrcwer to make any payment of the principal of or interest on the Authority Notes when due, and the Trustee shall nct be deemed to have any notice of such failure unless it has received such nctice in writing, (iii) if any Authority Notes are sold or transferred, the Bank shall notify the Trustee and the B orrcwer in writing of the name and address of the transferee, the effective date of the transfer, the principal amount of the Authority Nctes transferred and the payment information notated on the Authority Notes as herei nafter descri bed, and it wi 11, prior to del i very of such Authority Notes, make a nctati on on such Authority Notes of the date to which interest has been paid thereon and of the amount of any prepayments made on account of the principal thereof, and (iv) the Bank wi 11 notify the Trustee of any redemption of the principal of any Notes. F urthernnore, to the extent that the B orrcwer has made the required payments to the Bank during any Bank Direct Payment Period, the Trustee shal I have no obi i gati ons to make payments of the principal of or interest on the Authority Notes, to act as registrar or to take any other action in respect thereof, exce[X at the express written di recti on of the B ank.

(c) Determination of Weekly Interest Rate. During each Weekly Interest Rate Period, the Authority Notes shall bear interest at the Weekly Interest Rate, which shall be

30 OHSUSA 7676953'Xl.7

determined 0\/ the R emarketi ng A gent not I ater than 5:00 p.m. (New York City ti me) on Tuesday of each week (or O)l 12:00 noon (New York City time) on the next succeeding Business Day if such Tuesday is nct a Business Day) during such Weekly Interest Rate Period for the week commencing on that next succeeding Wednesday ( uni ess such Weekly Interest Rate is determined on a Wednesday in which case it shall be effective on such day); pravided, hOvVever, that if the then current Interest Rate Period is a Term Interest Rate Period, the Weekly Interest Rate for the Weekly Interest Rate Period succeeding such Term Interest Rate Period shall be determined nct I ater than the Business Day next preceding the effective date of such Weekly Interest Rate Period. The Weekly Interest Rate shall be the rate determined 0\/ the RemarketingAgent (on the basis of examination of obi i gati ons comparall e to the Authority Notes knOvVn 0\/ the R emarketi ng A gent to have been priced or traded under then prevai Ii ng market conditions) to be the mini mum interest rate which, if borne 0\/ the Authority Notes, would enable the Remarketing Agent to sell the Authority N ctes on such day at a pri ce equal to the pri nci pal amount thereof fl us accrued i nterest; pravided, hOvVever, that if for any reason the Weekly Interest Rate cannct be determined, the Weekly I nterest Rate for the next succeedi ng week shal I remai n at the then-exi sti ng rate, and thereafter the Weekly Interest Rate shal I be a percentage per annum equal to the Variable Index. The fi rstWeekly Interest Rate determined for each Weekly Interest Rate Period shal I appy to the period commencing on the first day of such Weekly Interest Rate Period and ending on the next succeeding Tuesday. Thereafter, each Weekly Interest Rate shal I apply to the period commencing on Wednesday and ending on the next succeeding Tuesday, unless such Weekly Interest Rate Period shall end on a day otherthan Tuesday, in which eventthe last Weekly Interest Rate for such Weekly Interest Rate Period shall apply to the period commencing on the Wednesday preceding the last day of such Weekly Interest Rate Period and ending on such last day.

(cl) Determination of Term Interest Rate. During each Term Interest Rate Period, the Authority Notes shall bear interest atthe Term Interest Rate, which shall be determined 0\/ the Remarketing Agent not later than 4:00 p.m. (New York City time) on the Business Day preceding the first day of such Term Interest Rate Period. The Term Interest Rate shal I be the rate determined 0\/ the R emarketi ng A gent ( on the basis of examination of obi i gati ons comparable to the Authority Notes knOvVn to the Remarketing Agent to have been priced or traded under then prevai Ii ng market conditions) to be the ni ni mum interest rate which, if lx:Jrne 0\/ the Authority Nctes, would enable the RemarketingAgent to sell the Authority Notes on such Business Day at a price equal to the principal amountthereof; pravi ded, hOvVever, that if for any reason the Term Interest Rate cannct be determined for any Term Interest Rate Period, the interest rate on the Authority Notes shall convert to a Weekly Interest Rate.

( e) I ndex I nterest Rates.

(i) Determination of SIFMA Index Rates. During each SIFMA Index Rate period, the Authority Notes shal I, suqject to subparagraphs (iii), (iv) and (v) belcw, bear interest at the SIFMA Index Rate. The Calculation Agent shall determine the SI FMA Index Rate on each Computation Date during the SI FMA Index Rate Period, and such rate shall become effective on the SI FM A Rate Reset Date next succeeding such Computation Date and interest at such rate shal I accrue each day during such SI FMA Index Rate Period, commencing on and including the first day of such period to but excluding the last day of such period. The SIFMA Index Rate shall be rounded U[JvVard to the second decimal pl ace. Promptly fd I OvVi ng the determination of the SI FM A Index Rate, the Calculation Agent shall give notice thereof to the BorrOvVer, if during a Bank Direct

31 OHSUSA 7676953'Xl.7

Payment Period, and otherwise to the BorrOvVer and to the Trustee. If the SIFMA Index Rate is not determined by the Calculation Agent on the Computation Date, the rate of interest born on the Authority Nctes shall be the rate in effect forthe immediately preceding SI FMA Rate Reset Date until the Calculation Agent next determines the SIFMA Index Rate in accordance with the pravi si ons hereof.

(ii) Determination of LIBOR Index Rates. During each LIBOR Index Rate Period, the Authority Notes shall, subject to suq:iaragraphs (iii), (iv) and (v) belOvV, bear interest at the LIBOR Index Rate. The Calculation Agent shall determine the LIBOR Index Rate on each Computation Date during the Interest Period, and such rate shal I become effective on the LI B OR Index Reset Date next succeeding the Computation Date and interest at such rate shal I accrue each day during such LIBOR Index Rate Period, commencing on and including the first day of such Interest Period to and including the last day of such Interest Period. The LI BOR Index Rate shall be rounded up..vard to the third decimal pl ace. Promp:ly fd I OvVi ng the determination of the LI B OR Index Rate, the Calculation Agent shall give notice thereof to the BorrOvVer, if during a Bank Direct Payment Period, and otherwise to the B orrOvVer and to the Trustee. If the LI B OR I ndex Rate is not determined by the Calculation Agent on the Computation Date, the rate of interest born on the Authority Notes shall be the rate in effect forthe immediately preceding Interest Period until the Calculation Agent next determines the LIBOR Index Rate in accordance with the pravisions hereof.

(iii) Adjustments to Index Interest Rates. Nctwithstanding anything to the contrary herein, with respect to Authority Notes in an Index Interest Rate Period, (i) from and after any Taxable Date, the interest rate on the Authority Notes shall be established at a rate equal to the Taxable Rate and (ii) suqjecttothe interest rate I imitations of Section 2.03, upon the occurrence and during the continuation of any Event of Default, from and after the effective date of such Event of Default, the interest rate on the Authority Notes shall be established at a rate equal to the greater of the Default Rate and the interest rate that otherwise would be app icable to the Authority Nctes but for the pr0.tisions of this paragraph. In the event that a Taxable Date and an Event of Default have occurred, the interest rate on the Authority Notes shall at all times be established at a rate equal to the greatest of (a) the Default Rate, (b) the Taxable Rate and (c) the interest rate that ctherwisewould be applicable to the Authority Notes but for the pravisions of this paragraph.

(iv) Excess Interest. Nctwithstandi ng anything in this Indenture to the contrary (but suqj ect to the next sentence), if during an I ndex I nterest Rate Period the rate of interest on the Authority Nctes exceeds the Maximum Rate, then (i) the Authority Notes shal I bear interest atthe Maximum Rate and (ii) interest on the Authority Notes shall be calculated at the rate equal to the difference between (a) the rate of interest for the Authority Nctes as calculated pursuant to this Indenture and (b) the Maximum Rate (the "Excess Interest") shall be deferred until such date as the rate of interest borne by the Authority Notes is belcw the Maximum Rate, at which time that portion of the deferred Excess Interest shal I be payable with respect to the Authority Notes as will cause the rate of interest then paid thereon to equal the Maxi mum Rate, which payments of deferred Excess Interest shall continue until all deferred Excess Interest with respect to the Authority Notes is fully paid.

(v) N ctwi thstandi ng any other pravi si on of this Indenture, if at any ti me during an Index Interest Rate Period the notes are not in a Bank Direct Payment Period, the Calculation

32 OHSUSA 7676953'Xl.7

Agent shall promp:ly nctify the Trustee of each of the interest rates set forth in subsections (i) -(iv) abave.

(f) (i) Conversion of Interest Rate Periods. Except as ctherwise prCNided in Section 2.03(f)(ii), the Interest Rate Period fortheAuthority Notes may be changed underthis Section 2.03(f) from any Interest Rate Period to any other Interest Rate Period, on any Conversion Date by the BorrOvVer giving written notice of such change (a "Conversion Nctice'') to the RemarketingAgent, if any, the Market Agent, if any, the Calculation Agent, the Trustee and during an Index Interest Rate Period, each Holder, with a copy to the Authority, the Paying Agent, the Rating Agency, if any, rating the Authority Notes and the Credit Bank, if any; pravided, hOvVever, that during an I ndex Interest Rate Period, the Interest Rate Period may nct be changed to another Interest Rate Period or from an Index Interest Rate Period to a new Index Interest Rate Period withoutthe prior written consent of the Bank. During a period otherthan an Index Interest Rate Period, the Conversion Notice must be received by the Remarketing Agent or the Calculation Agent, as app icable, and the Trustee at least twenty-five (25) days prior to the proposed Conversion Date, and, excep: as otherwise pravided in Section 2.03(f)(ii), during an Index Interest Rate Period, the Conversion Notice must be received by the R emarketi ng Agent, if any, the Market Agent, if any, the Calculation Agent, the Trustee and the Bank at least sixty (60) days priorto the proposed Conversion Date.

Except as ctherwise pravided in Section 2.03(f)(ii), each Conversion Nctice shall state (i) that the Borrcwer elects to change the Interest Rate Period for the Authority Notes to a new Interest Rate Period, (ii) the proposed Conversion Date, (iii) the Interest Rate Period to be in effect from and after such Conversion Date, (iv) whether an Alternate Letter of Credit or Alternate Credit Facility is to be in effect from and after such Conversion Date, and, if so, the terms of such credit facility, and (v) if a Term Interest Rate is to be in effect from and after such Conversion Date, and if redemption premiums different from those set forth in Section 4.01(7) are to be applicable, the redemption premiums to be applicable during such Term Interest Rate Period. In addition, if an Index Interest Rate is to be in effect immediately fdlcwing such Conversion Date, such Conversion Notice shall state (1) whether such Index Interest Rate shall be aSIFMA Index Rate or aLIBOR Index Rate, (2) the new Bank Purchase Date, (3) the new Applicalle Spread and (4) if such Index Interest Rate shall be a LIBOR Index Rate, the new Applicable Factor. If the Authority Notes are converted to an Index Interest Rate Period, the new Appicable Spread shall be the Appl i call e Spread which when used to cal cul ate the new Index I nterest Rate shal I be, in the judgment of the Market Agent, having due regard for prevailing market conditions for notes or cther securities similar to the Authority Nctes, the interest rate necessary, but shall nct exceed the i nterest rate necessary, to enable the Authority N ctes to be fl aced at a price of par on the Conversion Date.

In the case of a Conversion toa Weekly Rate Period, each Conversion Notice shall be accompanied by evidence that a Remarketing Agent shall have been appointed and accep:ed such appointment, and that a Credit Bank will pravide security for the Authority Nctes with an expected rating from a Rating Agency of at least "A-."

The Authority, at the direction of the Borrcwer, shall, by notice given to the Trustee at the same ti me and in the same manner as the Conversion Notice is given (which notice may be contained in such Conversion Notice), elect that after the Fixed Rate Conversion Date (A) the

33 OHSUSA 7676953'Xl.7

Authority Notes may be cmverted to have one or more Stated Maturities (as defined belcw), maturing sequentially in consecutive years, or (B) all or a pation of the Authority Notes may be converted to one or more term notes subject to mandatory sinking fund redemption, with p-i nci pal i nstal I ments due sequentially in consecutive years; p-avi ded, hew ever, that the principal amount of any Authority Ncte due either at a Stated Maturity or on a mandatory sinking fund payment date shal I be in an Authorized Denomination; p-avi ded, further, that prior to electing any combination of (A) and (B) abavetheAuthority shall obtain an Appraving Opinion. For purposes of this paragraph "Stated Maturity" shall mean, when used with respect to the Authority Notes or any installment of interest thereon, the date specified in the Authority Notes as the fixed date on which the principal of the Authority N ates or such i nstal I ment of interest is due and payable.

Notwithstanding anything else p-avided in this Section 2.03(f)(i), the Borrcwer shall not adjust to a Term Interest Rate Period unless an Alternate Letter of Credit has been p-avided with interest caverage sufficient to maintain or attain a rating on the Authority Notes equal to at least "A-''; p-avided, hcwever, that no Alternate Letter of Credit shal I be required if the B orrcwer furnishes to the Trustee nct I ess than 40 days prior to the I ast day of any Term I nterest Rate Period (i) written evidence from each Rating Agency then rating the Authority Notes that effective upon the commencement of the immediately succeeding Term Interest Rate Period that, if the Authority N ctes then has a I ong--term rati ng, that the Authority N ates wi 11 be rated Fitch "A-'' (or equivalent) or higher or if the Authority Notes only have a short-term rating, that the Authority Nctes wil I be in the highest short-term rating category (without regard to"+''' s or"--''' s); and (ii) written consent of the Authority.

(ii) Certain Cmversions between Index Interest Rate Periods. Notwithstanding anything to the contrary in Section 2.03(f)(i), in the event that (i) the Authority Notes are suqject to an I ndex I nterest Rate Peri od, ( i i) a si ngl e H d der i s the Owner of al I such Authority N ates and (iii) such Hdder and the Borrcwer wish to convert the Authority Notes to a new Interest Rate Period which is an Index Interest Rate Period where such Holder shall continue to be the Owner of all of the Authority Notes, all in accordance with the terms of the Continuing Cavenant Agreement, such Hdder and the Borrcwer may cause the Authority Notes to be converted to such new Rate Period by delivering a nctice to the Trustee (a" Index Interest Rate Conversion Nctice'') in the form of Exhibit I properly completed and executed by the Borrcwer, such Holder and the Market Agent nct less than twenty (20) Business Days prior to the Conversion Date on which the change in the Interest Rate Period of the Authority Notes is to be effective, as specified in such notice. The I ndex I nterest Rate Conversion N cti ce shal I contain that information described in the second paragraph of Section 2.03(f)(i) which relates to Conversion of the Authority Nctes to an Index Interest Rate Period.

(iii) Ocinions With Respect to Cmversions. The Borrcwer shall deliverto the Remarketing Agent, if any, the Market Agent, if any, the Calculation Agent, if any, the Bank, if any, and the Trustee, by 10:00 am., local time, on the proposed Conversion Date underthisSection an Appraving Opnion.

34 OHSUSA 7676953'Xl.7

(iv) Cmversion Date. If the Interest Rate Period in effect p-iortothe prorx:ised Cmversi on Date under this Section is:

(1) a Weekly Interest Rate Period, the Conversion Date may be any Business Day;

(2) an Index Interest Rate Period, the Conversion Date (A) must be a day that would otherwise be an Interest Payment Date and (B) shall be suqject to any conditions set forth in a Continuing Cavenant Agreement; or

(3) a Term Interest Rate Period, the Conversion Date must be (A) the Business Day immediately succeeding the last day of the Term Interest Rate Period or (B) a day on which the Authority Notes are subject to redemp:ion.

(v) Nctice of Cmversions. The Trustee shall give written notice to the registered cwners of the Authority Notes of a pro[X)sed Conversion Date, which nctice shall be in substantially the form attached to this Indenture as Exhibt H app-opriately completed, and shall be sent by first -cl ass mai I, rx:istage prepaid, at I east fifteen ( 1 5) days prior to the pro[X)sed Cmversi on Date.

(vi) Failure or Revocation of Conversion. If (i) the Borrcwer fails to del iverthe Appraving Opinion required by Section 2.03(f)(iii) to the Trustee and the Bank, the Remarketing Agent, the Market Agent orthe Calculation Agent, as appicable, by 10:00 am., local time, on the p-o[X)sed Conversion Date, or (ii) an Event of Default shall have occurred and be continuing hereunder, the I nterest Rate Period forthe Authority N ctes shal I not be changed on the p-o[X)sed Cmversion Date and the Trustee shall immediately notify by telephone the Credit Bank, if any, the RemarketingAgent, if any, the Market Agent, if any, the Authority, the Calculation Agent, the Bank, if any, and the PayingAgentthatthe Interest Rate Period for the Authority Notes shall not be changed on the prO[X)sed Conversion Date.

Notwithstanding any cther pravision in this Indenture to the contrary, no Cmversion of the Interest Rate Period to a Term Interest Rate Period shall occur if the Borrcwer, not later than 10:00 am., local time, on the Business Day immediately preceding the applicalle Computation Date, directs the Remarketing Agent or the Market Agent, as applicalle, not to change the Interest Rate Period to the Term Interest Rate Period by written notice, with a copy to the Trustee, the Authority, the Paying Agent, the RemarketingAgent, if any, the Market Agent, if any, the Calculation Agent, the Bank, if any, and the Credit Bank, if any.

If a prO[XJsed Conversion of the I nterest Rate Period is cancel I ed pursuant to the p-avi si ons of the two preceding paragraphs, the Authority Notes ( otherthan if the Authority N ctes are subject to an Index Interest Rate Period) shal I nevertheless be tendered for purchase on the p-o[X)sed Conversion Date and shall be purchased by the Authority on the p-o[X)sed Conversion Date. If the Authority shall fail to so purchase the Authority Notes suqject to tender on such p-o[X)sed Conversion Date, such failure shall constitute an Event of Default and, the Authority Nctes shall continue to bear interest in accordance with the Interest Rate Period in effect p-ior to the prO[X)sed Conversion Date. Notwithstanding the foregdng, if a p-oposed Conversion of the Interest Rate Period is cancel I ed pursuant to the pravi si ons of the two preceding paragraphs, if the

35 OHSUSA 7676953'Xl.7

Authority Nctes are then subject to an Index Interest Rate Period, the Authority Notes shall not be subject to tender for purchase and shal I continue to bear interest at the Interest Rate Period in effect p-iorto the failed p-oposed Conversion.

(vii) Failure to Receive Certain Notices. Failure to receive the notice described in Section 2.03(f)(v), or any defect therein, shall nct affect the validity of any interest rate or change in the Interest Rate Period on the Authority Notes or the requirement that the Authority N ctes shal I be tendered pursuantto Section 4.06(a) or extend the ~ri od fortenderi ng the Authority Nctes for purchase, and the Trustee shall not be liable to any Owner by reason of its failure to receive such notice or any defect therein.

(g) The determination of the interest rate on the Authority Nctes by the Remarketing Agent with res~ to a Weekly Interest Rate Period or Term Interest Rate Period shall be conclusive and anding upon the Noteholders of the Authority Nctes, the Authority, the Tender Agent, the BorrOvVer, the Credit Bank and the Trustee. The determination of the interest rate on the Authority Notes by the Calculation Agent with res~to an Index Interest Rate Period shall be conclusive and anding upon the Noteholders of the Authority Nctes, the Authority, the Trustee and the B orrOvVer.

The Authority Notes shall be subject to redemption and purchase as prCNided in Sections 4.01 and 4.06 hereof.

SE CTI ON 2.04. Demand Purchase of Authority Notes.

(a) Purchase of Authority Notes During Weekly Interest Rate Period. During any Weekly Interest Rate Period, the Authority Nctes or portions thereof in Authorized Denominations shal I be purchased at the option of the N otehol derthereof, or with res~ct to Book­Entry Nctes, atthe option of the Direct Participant with an OvVnershi p interest in Book-Entry Notes, on any Business Day, at a price of 1 OCP/4 of the principal annount thereof, pl us accrued interest to the Purchase Date, upon (i) delivery to the Trustee, if such Authority Notes are Book-Entry Notes, or otherwise to the Tender Agent, at its Corporate Trust Office of an irrevocable nctice in writing (a "Tender Notice") by 5:00 p.m. (New York City time) on any Business Day, which states the name of the Notehdder of such Authority Note orthe Direct Participant for such Authority Ncte, as app i cable, such Direct Participant's account number, payment instructions with res~ to the Purchase Price of such Authority Ncte, the principal annountand CUSI P number of such Authority Ncte and the date on which the same shall be redeemed or purchased, which date shall be a Business Day not prior to the seventh day next succeeding the date of the delivery of such ncti ce to the Trustee orthe Tender Agent, as the case rray be, and (ii) (a) if such Authority Nctes are nct Book-Entry Notes, delivery of such Authority Ncte to the Tender Agent at its Corporate Trust Office, accompanied by an instrument of transferthereof, in form satisfactory to the Tender Agent, executed in blank by the Notehdder thereof with the signature guaranteed in accordance with the guidelines set forth by one of the nati anally recognized medal Ii on signature p-ograms at or prior to 12:30 p.m. (New York City time), on the date s~cified in such notice, or (b) if such Authority Nctes are Book-Entry Nctes, upon confirrration by OTC that a Direct Participant with res~ct to Book-Entry Notes being purchased pursuant to this Section 2.04(a) has an OvVnership interest in such Book-Entry N cte at I east equal to the annount specified in such Tender N cti ce, the transfer, on the registration books of OTC, of the beneficial OvVnership interest in such Book-Entry Ncte

36 OHSUSA 7676953'Xl.7

tendered for purchase to the account of the Trustee, ortothe account of a Direct Participant acting on behalf of the Trustee.

(b) If moneys sufficientto pay the Purchase Price of the Authority Notes to be purchased pursuant to Section 2.04(a) hereof shall be held 0\/ the Trustee on the date such Authority Notes are to be purchased, any such Authority Notes to be so purchased which are not delivered 0\/ the Noteholders thereof to the Tender Agent ortransferred on the registration books of OTC, as appicalle, on the date specified for purchase thereof will be deemed to have been delivered for purchase, ortransferred on the registration books of OTC, as app i cable, on such date and to have been purchased. The former Noteholders of such Authority Nctes, or Direct Participants with respect to Book-Entry Notes, wi II thereafter have no rights with respect to such Authority Notes exce[X to receive payment of the Purchase Price therefor upon surrender of such Authority Notes to the Tender Agent or the transfer, on the registration books of OTC, of the beneficial i nterest i n such B ook-E ntry Notes.

SECTION 2.05. Execution of Authority Notes. The Authority Notes shall be executed in the name and on behalf of the Authority with the manual or facsi mi I e signature of its chairman, under the seal of the Authority. Such seal may be in the form of a facsimile of the Authority's seal and may be reproduced, imprinted or impressed on the Authority Notes. The Authority Nctes shal I then be delivered to the Trustee for authentication 0\/ it. In case the officer who shal I have signed any of the Authority N ctes shal I cease to be such offi cer of the Authority before the Authority Notes so signed shall have been authenticated or delivered 0\/ the Trustee or issued 0\/ the Authority, such Authority Notes may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as b nding upon the Authority as though the officer who signed the same had continued to be such officer of the Authority, and also any Authority Notes may be si gned on behalf of the Authority 0\/ such i ndi vi dual as at the actual date of execution of such Authority Notes shall be the proper officer of the Authority although at the nominal date of such Authority Nctes any such individual shall not have been such officer of the Authority.

Only such of the Authority Notes as shal I bear thereon a certi fi cate of authenti cati on substantially in the form set forth in ExhibtA, with the manual signature of the Trustee or the Tender Agent as authenticating agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee or Tender Agent shall be conclusive evidence that the Authority Nctes so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

During an Index Interest Rate Period, the Authority Notes shall be issued only in physical certificated form registered to the actual purchasers thereof, shall not be subject to the Book-Entry System and shall not be registered or I isted with the CUSI P Bureau.

SECTION 2.06. Transfer of Authority Nctes. Any Authority Ncte rrn.y, in accordance with its terms, be transferred, upon the books required to be ke[X pursuant to the pravisions of Section 2.08 hereof, 0\/ the Person in whose name it is registered, in person or 0\/ its duly authorized attorney, upon surrender of such registered Authority Ncte for cancellation, accompanied 0\/ delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Transfer of an Authority Ncte shall not be permitted 0\/ the Trustee during the period

37 OHSUSA 7676953'Xl.7

Authority Nctes are selected for redemptim or afterthe Record Date priortothe next succeeding Interest Payment Date.

Whenever any Authority Note or Authority Notes shall be surrendered for transfer, the Authority shall execute and the Trustee shal I authenticate and deliver a new Authority Note or Authority N ctes for a Ii ke aggregate principal annount in Authorized Denominations. The Trustee shal I require the N ctehol der requesting such transfer to pay any tax or cther governmental charge required to be paid with respect to such transfer. The cost of printing Authority Notes and any services rendered or expenses incurred by the Trustee in cmnectim with any such transfer shall be paid by the B orravver.

Notwithstanding any other prcwisim of this Indenture, during any Index Interest Rate Period, the Authority Notes may only be transferred to:

(x) an A ffi Ii ate of the Bank, or

(y) a trust or custodial arrangement established by the Bank or an A ffi Ii ate of the Bank, the avvners of the beneficial interests in which are Ii mi ted to Qualified I nsti tuti anal Buyers, or

(2;) toa Person that is (1) a Qualified I nstitutimal Buyer, and (2) a commercial bank organized under the laws of the United States, or any state thereof, or any cther country which is a member of the Organization for Ecmomic Cooperation and Development, or a political subdivision of any such country, and, in any such case, having a combined captal and surpus, determined as of the date of any transfer pursuant to this Section, of not less than $5,000,000,000; pravided that such Person shall have delivered prior to the transfer: (i) written nctice of such transfer, together with addresses and related information with respect to such transferee, to the Bank, the Borravver, the Authority and the Trustee, and (ii) a Purchaser Letter. Notwithstanding the foregoing, no Holder may (i) sell or transfer all or a portim of the Authority Notes pursuant to this Indenture (other than with respect to any transferee pursuant to clause (x) or (y) abave) or (ii) transfer its rights, security or interest underthe Continuing Cavenant Agreement orthe benefit of any other pravisim in the Continuing Cavenant Agreement, in each case, without the prior written cmsent of the Borravver (which cmsent shall not be unreasonably withheld); pravided, havvever that no such consent shal I be required in the event that an Event of Default shal I have occurred and be continuing; pravi ded further, havvever, that the B orravver shal I be deemed to have given its consent to such sale or transfer unless it objects thereto by written nctice to such Holder within ten (1 O) Business Days after having received notice thereof.

The Persms identified in clauses (x), (y) and (z) of the foregoing sentence shal I be referred to as the "Eligible Transferee(s)". Notwithstanding the foregd ng, if the principal annount of the Outstanding Authority Notes is less than $250,000, the Authority Nctes may nct be transferred to any Eligible Transferee withoutthe prior written consent of the Authority and the Borravver. The Holder shall pravide prior written notice to the Authority of each transfer made pursuant to clause (x) or (y). The Trustee can conclusively rely m the representatims and certifications cmtained in the Purchaser Letter.

38 OHSUSA 7676953'Xl.7

Each Authority Note beari ng i nterest at an I ndex I nterest Rate shal I contai n a I egend indicating that the transferab lity of such Authority Note is suqject to the foregoing restrictions.

SECTION 2.07. Exchange of Authority Nctes. Authority Notes may be exchanged at the Corporate Trust Office of the Trustee for a Ii ke aggregate p-i nci pal amount of Authority Notes of other Authorized Denominations. The Trustee shall require the Ncteholder requesting such exchange to pay any tax or other gcwemmental charge required to be paid with respect to such exchange. The cost of printing Authority Notes and any services rendered or expenses incurred by the Authority or the Trustee in connection with any such exchange shall be paid by the B orrcwer.

SECTION 2.08. Authority Note Register. TheTrusteewill keeporcauseto be kept at its Corporate Trust Office sufficient books for the registration and transfer of the Authority Notes, which shall at all times be open to inspection during regular business hours by the Authority upon reasonable notice; and, upon presentation for such purpose, the Trustee shal I, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Authority Nctes as herei nbefore prcwided.

SECTION 2.09. Nctes Mutilated, Lost, Destrcyed or Stden. If any Authority Note shall become mutilated, the Authority, at the expense of the Holder of said Authority Note, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Authority Note of like tenor in exchange and substitution fortheAuthority Note so mutilated, but only upon surrendertothe Trustee of the Authority Ncte so mutilated. Every rnutilatedAuthority Ncte so surrendered to the Trustee shall be canceled by it and upon request delivered to the Authority. If any Authority Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Authority and the Trustee and, if such evidence be satisfactory to bcth and indemnity satisfactory to them shall be given, the Authority, at the expense of the Holder, shal I execute, and the Trustee shal I thereupon authenti care and deliver, a new Authority Ncte of I ike tenor in I ieu of and in substitution forthe Authority Note so lost, destroyed or stden (or if any such Authority Note shall have matured, instead of issuing a substitute Authority Ncte, the Trustee may pay the same without surrenderthereof upon recei rx of indemnity satisfactory to the Trustee). The Authority may require payment by the Holder of a sum not exceeding the actual cost of preparing each new Authority Ncte issued underthis section and of the expenses which may be incurred by the Authority and the Trustee in the p-emises. If, afterthe delivery of such new Authority Note, a bona fide purchaser of the original Authority Note in I ieu of which such new Authority Note was issued presents for payment or registration such original Authority Ncte, the Trustee shall be entitled to recaver such new Authority Note from the Person to whom it was delivered or any Person talking therefrom, except a bona fide purchaser, and shall be entitled to recaver upon the security or indemnity prcwided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee or the Authority in connection therewith. Any Authority Ncte issued underthe p-avisions of this section in lieu of any Authority Note alleged to be I ost, destroyed or stolen shal I constitute an ori gi nal addi ti onal contractual oll i gati on on the part of the Authority whether or nct the Authority Note so al I eged to be I ost, destroyed or std en be at any ti me enforceable by anyone, and shall be entitled to the benefits of this I ndenturewith al I other Authority Notes secured by this Indenture.

39 OHSUSA 7676953'Xl.7

SECTION 2.10. Book-Entry Only System. (a) Except as ctherwise p-avided in subsecti ms (b) and ( c) of this Section 2.11, during a Weekly Interest Rate Period or Term Interest Rate Period, the Authority Notes shall be registered in the name of Cede & Co., as nominee of OTC, or such cther norri nee as OTC shal I request. Payments of interest on, principal of and any prerri um m and the Purchase Price of, the Authority N ctes shal I be made to the account of Cede & Co. On each payment date for p-i nci pal or interest on or Purchase Price of the Authority Nctes at the address indicated for Cede & Co. In the registration books maintained by the Authority Note registrar by transfer of immediately avai lal:le funds. OTC has represented to the Authority that it will maintain a Book-Entry System in recording cwnership interests of the Direct Participants and the cwnershi p interests of B enefi ci al Owners wi 11 be recorded through book entri es on the records of the Di rect P arti ci pants.

Upon initial delivery of the Authority Notes, they shall be in physical form held by each Hdder, and nct suqject to the Book-Entry System. During the Index Interest Rate Period, at the written direction of the Bank to the Trustee, or upon the written direction of the Borrcwerto the Trustee follcwing Conversion of the Authority Nctes to a mw Interest Rate Determinatim Method, the Authority Notes may be registered in the name of Cede & Co. and made suqject to the Book-Entry System.

(b) The Authority Nctes shall be initially issued in the form of a single authenticated Authority Note registered to the Bank in the principal amount thereof. When and if any Authority Notes become registered in the name of Cede & Co., the Authority, the Trustee and the Tender Agent shall have no responsibility or obligation to any Direct Participant (with the excep:im of the right of Direct Participants to demand purchase of Authority Notes pursuant to Section 2.04(a) or (b) hereof) or to any Beneficial Owner of such Authority Notes. Without Ii miti ng the immediately preceding sentence, the Authority, the Trustee and the Tender Agent shal I have no responsiblity or olligatim with respect to (i) the accuracy of the records of OTC, Cede & Co. or any Direct Participant with respect to any beneficial cwnershi p interest in the Authority Nctes, (ii) the delivery to any Direct Participant, Beneficial Owner or cther Person, cther than OTC, of any notice with respect to the Authority Nctes, including any notice of redemp:ion, (iii) the payment to any Direct Participant, Beneficial Owner or cther Persm, otherthan OTC, of any amount with respect to the principal, redemption price or Purchase Price of, or interest on, the Authority Notes or (iv) any consent given or other action talken by OTC as Hdder of the Authority Nctes. The Authority, the Trustee and the Tender Agent may treat OTC as, and deem OTC to be, the absolute Holder of each Authority N cte for al I purposes whatsoever (with the excepti m of the right of Direct Participants to demand purchase of Authority Nctes pursuantto Section 2.04(a) or (b) hereof) including (but not limited to) (i) payment of the p-i ncipal, redemp:ion price or Purchase Price of, and interest on, each such Authority Ncte, (ii) giving notices of Conversion or redemp:ion and other matters with respect to such Authority Notes and (iii) registering transfers with respect to such Authority Nctes. The Trustee shall pay the principal, redemption price (including p-emium, if any) or Purchase Price of, and interest m, all Authority Nctes mly to or upon the order of OTC, and al I such payments shal I be valid and effective to fully satisfy and discharge the Authority's obligatims with respect to such p-incipal, redemption price or Purchase Price, and interest, to the extent of the sum or sums so paid. No Person other than OTC shall receive an Authority Ncte evidencing the obligatim of the Authority to malke payments of p-incipal, redemption p-ice or Purchase Price of, and interest m, the Authority Notes pursuant to this Indenture. Upon delivery by OTC to the Trustee of written notice to the effect that OTC has

40 OHSUSA 7676953'Xl.7

determined to substitute a new nominee in place of Cede & Co., and subject to the transfer pravi si ons hereof, the word "Cede & Co." in this I ndenture shal I refer to such new nominee of OTC.

(c) (1) OTC may determine to discontinue praviding its services with respect to the Authority Notes at any ti me 0\/ giving reasmabl e written ncti ce to the Authority and the Trustee and discharging its responsibilities with respect thereto under appicable lctvV.

(2) The Authority, in its sole discretion and without the consent of any cther Person, may terminate, upon pravi si on of ncti ce to the Trustee, the B orrOvVer, the Remarketing Agent and the Tender Agent, the services of OTC with respect to the Authority Notes if the Authority determines that the continuation of the system of book­entry only transfers through OTC (or a successor securities depository) is not in the best interests of the Beneficial Owners of the Authority Notes or is burdensome to the Authority.

(3) The Authority shall terminate the services of OTC with respect to the Authority Nctes upon receipt 0\/ the Authority, the Trustee, the BorrOvVer, the Remarketing Agent, and the Tender Agent of written nctice from OTC to the effect that OTC has received written notice from Direct Participants having interests, as shOvVn in the records of OTC, in an aggregate principal amount of not I ess than 50'/o of the aggregate principal amount of the then Outstanding Authority Notes to the effect, that: (i) OTC is unal:le to discharge its responsibilities with respect to such Authority Nctes, or (ii) a continuation of the requirement that all of the Outstanding Authority Notes be registered in the registration books kept 0\/ the Trustee in the name of Cede & Co., as nominee of OTC, is not in the best interest of the Beneficial Owners of such Authority Notes. Upon receipt of the aforementioned notice from the OTC, the Trustee shall prcwide a copy of such ncti ce to the B orrOvVer.

(cl) Upon the termination of the services of OTC with respect to the Authority Nctes pursuant to subsection (c)(3)(ii) hereof, or upon the discontinuance or termination of the services of OTC with respect to the Authority Notes pursuant to subsection (c)(l), (c)(2) or subsection ( c)(3)(i) hereof after which no substitute Securities Depository wi 11 i ng to undertalke the functions of OTC hereunder can be found or which, in the opinion of the Authority, is willing and able to undertalke such functions upon reasonal:l e and customary terms, the Authority Notes shal I no I anger be restricted to being registered in the registration books kept 0\/ the Trustee in the name of Cede & Co. as nominee of OTC. In such event, the Authority shall issue and the Trustee shall transfer and exchange Authority Note certificates as requested 0\/ OTC or Direct Participants of like principal amount and maturity, in Authorized Denominations to the identifial:le Beneficial Owners i n rep acement of such B enefi ci al Owners' beneficial i nterests i n the Authority Notes.

(e) Nctwithstanding any other prcwision of this Indenture to the contrary, so long as any Authority Ncte is registered in the name of Cede & Co., as nominee of OTC, all payments with respect to the principal, redem[Xion price or Purchase Price of, and interest on, such Authority Note and all nctices with respect to such Authority Note shall be made and given, respectively, to OTC as pravided in the letter of representations of the Authority and the Trustee, addressed to OTC with respect to the Authority Notes (the" OTC Letter of Representations'').

41 OHSUSA 7676953'Xl.7

(f) In cmnectim with any notice or cther comnunication to be prcwided to Ncteholders pursuant to this Indenture by the Authority, the Tender Agent or the Trustee with respect to any cmsent or other action to be taken by Ncteholders, the Authority, the Tender Agent or the Trustee, as the case may be, shal I establ i sh a record date for such consent or other action and give OTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possi bl e.

(g) Nctwithstandi ng any pravi sion herein to the contrary, the Authority and the Trustee may agreetoallcw OTC, or its nominee, Cede& Co., to make a notation on any Authority Ncte redeemed in part to reflect, for informatimal purposes mly, the principal amount and date of any such redempti m.

(h) Nctwithstanding any pravision herein to the contrary, so 1mg as the Authority N ctes are subject to a system of book-entry only transfers pursuant to this Section, any requirement forthe delivery of Authority N ctes to the Tender A gent in cmnecti m with an o[Xi mal tender pursuant to Sectim 2.04(a) or (b) hereof or a mandatory tender pursuant to Section 4.06 hereof shall be deemed satisfied upm the transfer, on the registration books of OTC, of the beneficial cwnership interests in such Authority Notes tendered for purchase to the account of the Trustee, or a Direct Participant acting on behalf of such Trustee.

ARTICLE Ill ISSUANCE OF AUTHORITY NOTES; APPL I CATI ON OF PROCEEDS

SECTION 3.01. Issuance of the Authority Nctes. At any time after the executi m and delivery of this Indenture or from ti me to ti me thereafter, upon the execution of the Authority Notes by the Authority and delivery thereof to the Trustee, as hereinabave pravided, and with out any further action m the part of the Authority, the Trustee shal I authenticate upon Request of the Authority, and deliver the Authority Nctes in an aggregate principal amount nct exceeding $6,125,000.

SECTION 3.02. Application of Proceeds of Authority Notes and Other Amounts. The proceeds received by the Authority from the sale of the Authority Notes shal I be deposited with the Trustee, who shal I forthwith:

(i) deposit $122,500 of such proceeds into the Proceeds Account of the Costs of Issuance Fund, which fund and account the Trustee shal I establish and maintain as further pravided in Section 3.05 hereof; and

(ii) deposit the balance of such proceeds ($6,002,500) into the Project Fund, which fund the Trustee shall establish and maintain as further pravided in Section 3.04 hereof.

SE CTI ON 3.03. [Reserved]

SECTION 3.04. Project Fund. The Trustee shall establish and hold in trust the" Mottra Corporation Project Fund' (the "Project Fund'). The moneys in the Project Fund shal I be applied to the payment of the Costs of the Prqject, in the manner set forth belcw.

42 OHSUSA 7676953'Xl.7

Upon delivery of the Authority Notes, and after any initial di sb.Jrsement from the Project Fund submitted to the Trustee at closing of the Authority Notes, the BorrOvVer may submit to the Trustee a written di recti on i n the form attached hereto as E xhi bit E . U pon recei pt of such direction, the Trustee shall transferthe remaining moneys in either account within the Prqject Fund to the Derx:isitory Bank and the Depository Bank shall each estallish the "Mottra Corrxiration Project Fund" (the "Depository Bank Project Fund"). Upon confirmation of receipt of the wire transfer of such moneys in the Project Fund to the Derx:isitory Bank, the Trustee's responsi bi Ii ties with regard to the use or disbursement of moneys in the Project Fund shal I cease. The moneys in the Derx:isitory Bank Project Fund shall be held by the Derx:isitory Bank and app iedtothe payment of the Costs of the Project, in the manner set forth belOvV.

Before each payment is made from the Prqject Fund (including any account established therein) by the Trustee or the Depository Bank Prqject Fund (including any account established therein) by the Depository Bank, there shall be filed with the Trustee or the Depository Bank, as appicable, a sequentially numbered Requisition of the BorrOvVer conforming with the requirements of this Section and Section 3.2 of the Agreement, and in the form attached hereto as Exhibit C, stating with res~ct to each payment to be made:

(1) the requisition number;

(2) the nanne and address of the Person to whom payment is due;

(3) the p.,1rrxise for which such payment is to be made;

( 4) the amount to be pai d;

(5) that each obligation mentioned therein has been p-o~rly incurred and is a p-o~r charge against the Project Fund or the Depository Bank Prqject Fund, as applicable;

(6) that none of the items for which payment is requested has been p-eviously reimbursed from the Project Fund or the Depository Bank Prqject Fund, as applicable;

( 7) that each i tern for whi ch payment i s requested i s or was necessary in connection with the acquisition, construction, rehabilitation, renavation, installation, i mp-avement, equipping or financing of the 2017 Project;

(8) that at least 97.CP/o of the annount requisitioned, together with all amounts requi si ti oned to date, have in the aggregate been used to pay for or to reimburse the BorrOvVer for ex~nditures p-o~rly allocable to Costs of the Prqject pursuant to the Tax Certificate ( excluding Costs of I ssuance); and

(9) that an invoice evidencing each item for payment is attached thereto, including i nvd ces for costs previously paid and for which reimbursement is being requested.

43 OHSUSA 7676953'Xl.7

Each such Requisition of the BorrOvVer shall be sufficient evidence of the facts stated therein and the Trustee and Depository Bank shal I have no duty to confirm the accuracy of such facts. Upon receipt of each such R equi si ti on of the B orrOvVer, signed by an Authorized Rep-esentative of the BorrOvVer and an Authorized Representative of the Bank and accompanied by an invoice for each item for payment, the Trustee or the Depository Bank shall thereupon disburse moneys in the Project Fund or the Depository Bank Prqject Fund to pay the amount set forth therein as directed by the terms thereof. The Trustee and the Authority may at any time request, through the Bank, copies of accounting records from the Depository Bank reflecting investment and disbursement of funds in the accounts under its control.

Prior to the Comp eti on Date, if B orrcwer delivers a Request to the Trustee and the Depository Bank (i) describing a component of the 2017 Prqject that is no longer necessary for inclusion within the 2017 Prqject and the reasons therefore (which Request has been consented to, or deemed consented to by the Authority in accordance with Section 3. 2( cl) of the Agreement), (ii) directing the Depository Bank to transfer to the Trustee for deposit in the Project Fund a p-oporti onate amount of moneys in the Depository Bank Project Fund which correspond to such portion of the 2017 Project, and (iii) requesting the Trustee to apply such proportionate amount of moneys to redeem Authority Nctes in Authorized Denominations, to the maximum degree permissille, and at the earliest possible dates at which the Authority Notes can be redeemed pursuant to Section 4.01 of this Indenture; then the Trustee shall transfer such amount from the Project Fund into a separate account within the Revenue Fund, which the Trustee shal I estall ish and hdd in trust, and which shal I be entitled the "Surplus Account." The moneys in the Surplus Account shall be used and applied (suqject to Section 5.03) in accordance with such Request (uni ess some cther application of such moneys permitted by the I ndenture and the Loan Agreement is requested by the BorrOvVer with the written consent of the Bank and would nct, in the opinion of Ncte Counsel, cause interest on the Authority Notes to no longer be Tax-Exempt.

Upon the recei fl: by the Trustee and the Depository Bank of a certificate conforming with the requirements of Section 3.3 of the Agreement, and after payment of costs payable from the Project Fund orthe Depository Bank Prqject Fund or p-avision having been made for payment of such costs not yet due by retaining such costs in the Project Fund or the Depository Bank Prqject Fund or ctherwi se as directed in such certificate, the Trustee shal I transfer any remaining balance in the Project Fund into a separate account within the Revenue Fund, which the Trustee shall establish and hold in trust, and which shal I be entitled the "Surp us Account." If the Depository Bank still holds unspent proceeds of the Authority Nctes, the Trustee shall request the Depository Bank to arrange for such moneys to be returned to the Trustee for deposit in the S urp us Account.

The moneys in any Surplus Account shall be used and appied (suqject to Section 5.03) at the written direction of the Borrcwer (unless some other appication of such moneys permitted by this Indenture and the Loan Agreement is requested by the Borrcwer and would not, in the opnion of Note Counsel, cause interest on the Authority Nctes to become no longer Tax-Exempt) to redeem Authority Nctes in Authorized Denominations, to the maximum degree permi ssi bl e, and atthe earliest possi ll e dates at which the Authority Notes can be redeemed pursuantto Sections 4.01 of this Indenture, as directed by the BorrOvVer. Notwithstanding Section 5.05 hereof, the moneys in the Surplus Account shall be invested at the written instruction of the BorrOvVer at a yield no higher than the yield on the Outstanding Authority Nctes (unless in the opinion of Note Counsel, addressed and delivered to the Authority and the Trustee, investment at

44 OHSUSA 7676953'Xl.7

a higher yield would not cause interest on the Authority N ates to become no I anger T ax--E xempt), and all such investment income shall be deposited in the Surpus Account and expended or reinvested as prcwi ded alx:Ne.

In the event of redemption of all of the Authority Nctes pursuant to Section 4.01 hereof or an Event of Default which causes acceleration of the Authority Notes, any moneys then remaining in the account within the Prqject Fund relating to such Authority Nctes shall be transferred to the SurpusAccountwithin the Revenue Fund, and all moneys in the Revenue Fund relating to such Authority Nctes shall, if appical:le, be used to reimb.Jrse the Credit Bank for draws on the Alternate Letter of Credit used to redeem Authority Notes or used to redeem Authority Notes if there is no Alternate Letter of Credit orthere is a default underthe Alternate Letter of Credit.

SECTION 3.05. Costs of Issuance Fund. The Trustee shall establish the Costs of Issuance Fund (the "Costs of Issuance Fund"). The Trustee shall also create separate accounts in the Costs of Issuance Fund designated the "Proceeds Account" and the "Authority Account". The Trustee shall receive from the Authority $165,000 and deposit such amount in the Authority Account. The moneys in the Costs of Issuance Fund shall be held 0\/ the Trustee in trust and appied to the payment of Costs of Issuance for the Authority Notes, upon a sequentially numbered Requisition of the BorrOvVer filed with the Trustee, in the form attached hereto as Exhi at D, together with invoices as required 0\/ Section 3.2(c) of the Loan Agreement, signed 0\/ an Authorized Representative of the B orrOvVer and 0\/ an Authorized Representative of the Bank. A 11 payments from the Costs of I ssuance Fund shal I be reflected in the Trustee's regular accounting statements. Any amounts remaining in the Proceeds Account of the Costs of Issuance Fund six months follOvVing the Date of Delivery of the Authority Notes shall be transferred to the Project Fund or the Depository Bank Project Fund and any amounts remaining in the Authority Account of the Costs of Issuance Fund six months fdlOvVing the payment of such moneys 0\/ the Authority shal I be transferred to the Authority. U pon such transfers, the Trustee shal I close the Costs of Issuance Fund.

SECTION 3.06. Validity of Authority Notes. The validity of the authorization and issuance of the Authority Notes is not dependent on and shal I not be affected in any way 0\/ any proceedings taken 0\/ the Authority orthe Trustee with respect to or in connection with the Agreement. The recital contained in the Authority Notes that the same are issued pursuant to the Act and the constitution and laws of the State shall be conclusive evidence of their validity and of compliance with the pravisions of law in their issuance.

ARTICLE IV REDEMPTION AND PURCHASE OF AUTHORITY NOTES

SECTION 4.01. Terms of Redemption of Authority Nctes. The Authority Nctes are suqject to redemption if and to the extent the Borrcwer is entitled to make and makes, or is required to make, a prepayment pursuantto Articles IV or VI I of the Agreement. All such prepayments shall be deposited in the Redemption Account exce[X during a Bank Direct Payment Period. The Authority Nctes shall not be called for optional redemption, and the Trustee shall not give notice of any such redemption, unless (i) the Borrcwer has so directed in writi ngtothe Trustee with a copy to the Authority, ( i i) if app i cable, the Credit B ank' s written consent to such optional

45 OHSUSA 7676953'Xl.7

redemption in accordance with the Agreement accompanies such direction, and (iii) payment has ~en made (or prCNided forthrough the Alternate Letter of Credit or an Alternate Credit Facility) of all required installments of the Borrcwer's Obligations under Section 7.4 of the Agreement, incl udingwithout Ii mitation announts sufficientto pay all principal of, premium, if any, and interest due on such Authority N ctes on the redemption date; prCNi ded that the Authority may require such payment under Section 7.3 of the Agreement. Notwithstanding any other pravision of this Indenture, the requirements of clauses (ii) and (iii) albCNe shall not~ required during any Index Interest Rate Period. Furthermore, during any Bank Direct Payment Period, clause (i) albCNe shall not apply and no nctice of redemption shall ~ required; hcwever follcwing payment of the Redemption Price by the B orrcwer to the Bank, the Bank shal I promptly ncti fy the Trustee and the Authority of the date and annount of Authority Nctes redeemed.

Suqject to the prCNisions of the preceding paragraph, the Authority Notes shall ~ redeemed (with Available Moneys if an Alternate Letter of Credit is in effect) pursuantto Section 5. 03 upon the fol I cwi ng terms:

(1) Sinking Fund Redemption. TheAuthorityNotesshall nct~subject to mandatory sinking fund redemptions.

(2) Mandatory Redemp:ion Upon Invalidity. In the event of a prepayment pursuantto S ecti on 7. 3( a) of the Agreement as a result of i nval i di ty, Authority N ctes Outstanding on the date of the occurrence of the i nval i di ty shal I ~ redeemed in whole at any time within 30 days thereafter, at a redemption price of 100'/o of the principal annount thereof, without premium, pl us accrued interest to the date of redem[Xi on. No redemption of Authority N ctes shal I ~ made pursuantto any of the other prCNi si ons of this Section 4.01 fdlcwing invalidity.

(3) Mandatory Rederrption of Authority Notes U[X)n a Deterrrination of Taxability. During a Weekly Interest Rate Period or a Term Interest Rate Period, in the event of a prepayment pursuant to Section 7.3(b) of the Agreement as a result of a Determination of Taxability, Authority Notes Outstanding on the date of the occurrence of the Determination of Taxability shall ~ redeemed in whole at any time within 30 days thereafter, at a redem[Xi on price of 100'/o of the principal amount thereof, without premium, plus accrued interest to the date of redem[Xion. No redemption of Authority Nctes shall ~ made pursuant to any of the other pravisions of this Section 4.01 follcwing a Determination of Taxability.

(4) Mandatory Redemption U[X)n Failure to Renew Alternate Letter of Credit. During a Weekly Interest Rate Period or a Term Interest Rate Period, the Authority N ctes shal I ~ redeemed i n whole, at a redem[Xi on price equal to 1 00'/o of the pri nci pal annount thereof, without premium, fl us accrued interest to the redemption date, in the event that the Alternate Letter of Credit then in effect is nct renewed or a new Alternate Letter of Credit or Alternate Credit Facility enhancing the Authority Notes is not delivered to the Trustee at I east 20 calendar days prior to the scheduled expiration of the then current Alternate Letter of Credit, on a redemption date selected by the Trustee not less than five (5) calendar days preceding the exp ration date of the then current Alternate Letter of Credit; prCNided, hcwever, that there shall ~ no redemption pursuant to this Section if the

46 OHSUSA 7676953'Xl.7

termination of the Alternate Letter of Credittakes pace in connection with an event which results in the mandatory tender of the Authority Notes pursuantto Section 4.06(a).

(5) Optional Redemption Upm Occurrence of Extraordinary Events. The Authority Notes may~ redeemed in whole or in part on any date, asdescri~d ~lavv, at a redem[Xi on price equal to the principal amountthereof, without premium, pl us accrued interest to the date of redemption, upon receipt by the Trustee (with a copy to the Authority) of a written notice from the B orravver stating that any of the fd I avvi ng events has occurred:

(i) All of the 2017 Project or a portion thereof is damaged or destroyed, condemned or taken by emi nent domai n to such extent that, i n the opinion of an independent engineer evidenced by a certificate pravi ded to the Authority and the Trustee, which opinion may~ conclusively relied upon by the Trustee and the Authority, that ( 1) it i s not practi call e or desi rabl e to rebui Id, repai r or repace the 2017 Project or such portion thereof or the Facility at which the 2017 Project is located within a period of six consecutive months follcwing such damage destruction or condemnation, and the Borravver is or will ~ thereby prevented fromcarryi ng on its normal operations at the 2017 Project or such portion thereof or the Facility at which the 2017 Prqject is located for a period of at least six consecutive months, or (2) the cost of repair or replacement of the 2017 Project or such portion thereof orthe Facility at which the 2017 Prqject is located would substantially exceed the Net Proceeds of insurance carried thereon; or

(ii) The continued operation of all or a portion of the 2017 Project: is enjoined or prevented or is ctherwise prohibited by, or conflicts with, any order, decree, rule or regulation of any court or federal, state or local regulatory body, administrative agency or cther gavernmental body.

Anything in this subsection to the contrary notwithstanding, if any of the events described abave shal I have occurred with respect to a portion of, but not al I of, the 2017 Project, the amount of Authority Nctes that may~ redeemed shall not exceed an amount derived by multiplying the total principal amount of the Authority Nctes by a fraction (a) the numerator of which is the original cost of the 2017 Project or portion thereof so affected and (b) the denominator of which is the total original cost of the 2017 Project.

(6) Optional Redemption During Weekly Interest Rate Period. On any date during a Weekly Interest Rate Period and on the effective date of any Term Interest Rate Period, the Authority Notes may~ redeemed, in whole or in part, at a redemption price of 1 OCP/4 of the principal amount thereof, without premium, pl us accrued interest to the date of redemption.

(7) Optional Redemption During Term Interest Rate Period. During any Term Interest Rate Period, the Authority Notes also shall ~ subject to redem[Xion in whole or in part on any date at the times (measured from the first day of the applical:le Term Interest Rate Period), and at the redem[Xion prices (expressed as percentages of principal amount) set forth ~lavv, plus accrued interest, if any, to the redemption date:

47 OHSUSA 7676953'Xl.7

(Lesser of) Length of Term Interest Rate Period or Length of Ti me to Maturity

G reaterthan 1 O years

G reater than 8 and I ess than or equal to lOyears

G reater than 6 and I ess than or equal to Syears

Greater than 4 and I ess than or equal to6years

G reater than 3 and I ess than or equal to4years

G reater than 2 and I ess than or equal to 3 years

G reaterthan 1 and I ess than or equal to 2 years

L ess than or equal to 1 year

Redemption Dates and Prices

At any ti me on or after the 5th anniversary of the effective date commencing such Interest Rate Period at 102% declining 1 /2Yo annually to 100'/o

At any ti me after the 5th anniversary of the effective date commencing such Interest Rate Period at 101 1 fl'/4 declining 1 /2Yo annually to 100'/o

At any time on or after the 3rd anniversary of the effective date commencing such Interest Rate Period at 101 1 fl'/4 declining 1 /2Yo annually to 100'/o

At any ti me on or after the 2nd anniversary of the effective date commencing such Interest Rate Period at 101% declining 1 /2Yo annually to 100'/o

At any ti me on or after the 2nd anniversary of the effective date commencing such Interest Rate Period at 1001 fl'/4 declining 1 /2Yo annually to 100'/o

At any ti me on or after the 1st anniversary of the effective date commencing such Interest Rate Period at 1001 fl'/4 declining 1 /2Yo annually to 100'/o

At any ti me on or after the 1st anniversary of the effective date commencing such Interest Rate Period at 100'/o

On the Interest Payment Date which is six months after the effective date of such Interest Rate Period at 100'/o

Notwithstanding the optional redemp:ion schedules set forth alxNe, on or prior to the effective date of the Term Interest Rate Period, the BorrOvVer can prcwide an alternate optional redemption schedule if it obtains an Appraving Opinion.

48 OHSUSA 7676953'Xl.7

(8) Optimal Redemptim During Index Interest Rate Period. Subject to any limitations set forth in a Cmtinuing Ccwenant Agreement, during any Index Interest Rate Period, the Authority Nctes are suqject to redemptim on any Interest Payment Date at the direction of the BorrOvVer, m behalf of the Authority, in whole or in part, at a redemption p-i ce equal to the principal annount of the Authority Notes to be redeemed pl us accrued i nterest thereon to, but nct i ncl udi ng, the redem[Xi on date.

SECTION 4.02. Selection of Authority Nctesfor Redemption: Purchase in Lieu of Redemption. (a) Whenever prcwisim is made in this Indenture forthe redemptim of I ess than al I of the Authority Notes, the Trustee shal I sel ect the Authority Notes to be redeemed from all Authority Notes or such given portim thereof not previously called for redemption pro­rata and by lot in any manner which the Trustee in its sole discretim shall deem appropriate; p-avided, hOvVever, that Bank Nctes (if app icable) shall be the first Authority Nctes selected for redemption. N ctwithstandi ng the foregoing, during any I ndex Interest Rate Period, the B orrcwer shall select and identify the Authority Nctes to be redeemed with the app-aval of the Bank.

(a) (i) Notwithstanding any other p-avision of this Indenture, in the case of any optional redemptim of the Authority Notes pursuant to Section 4.01(5), (6) or (7), the BorrOvVer may purchase the Authority Notes with Available Moneys in lieu of having the Authority Notes redeemed and cancelled. The BorrOvVer may purchase Authority Notes in lieu of redemption using only (i) the proceeds of a drawing pursuant to an Alternate Letter of Credit consented to in writing by the Credit Bank; or (ii) mmeys held for sufficienttime and in such a manner as to qualify them as A vai I able Moneys pursuant to clause 2 or clause 3 of the defi ni ti on of that term in Section 1.01 of this Indenture. Any such Authority Nctes purchased by the B orrOvVer shal I not be resold or remarketed uni ess they are OvVned by the Credit Bank or are supported by an Alternate Letter of Credit.

(ii) Nctwithstanding any other prcwisim of this Indenture, in the case of any optional redemption of the Authority Notes pursuant to Sectim 4.01(8), the BorrOvVer may purchase the Authority Notes in lieu of having the Authority Notes redeemed and cancelled. Any such Authority N ctes purchased by the B orrOvVer shal I not be resold or remarketed uni ess they are supported by an Alternate Letter of Credit or are purchased by ancther qualified purchaser in an Index Interest Rate Period.

SECTION 4.03. Nctice of Redemption. (a) Nctice of redem[Xion shall be mai I ed by first cl ass mai I nct I ess than 30 days ( or 1 5 days in the case of redemption pursuant to Section 4.01(4)) nor more than 60 days before such redemption date, to the respective Hdders of any Authority Notes designated for redemption at their addresses on the registratim books maintained by the Note Registrar. Each notice of redemption shal I state the redem[Xi on date, the pace or paces of redemptim, if less than all of the Authority Notes are to be redeemed, the distinctive number(s) of the Authority Notes to be redeemed, and in the case of Authority Notes to be redeemed in part only, the respective portions of the principal annountthereof to be redeemed. Each such notice shal I al so state that m said date there wi 11 become due and payable m each of sai d Authority N ctes the p-i nci pal thereof or of said speci fi ed portion of the pri nci pal thereof i n the case of an Authority Note to be redeemed in part only, and that from and after such redemption date interest thereon shal I cease to accrue, and shal I require that such Authority Notes be then surrendered, and, with regard to optional redemptim pursuant to Sectims 4.01(6) or (7), in the

49 OHSUSA 7676953'Xl.7

event that funds required to pay the redemption price are nct on deposit underthe Indenture at the ti me the ncti ce of redem[Xi on is sent, a statement to the effect that the redemption is conditioned upon the recei rx of the appropriate funds required to pay the redemption price by the Trustee on or prior to the redemption date. Neither failure to receive such nctice nor any defect therein shall affect the sufficiency of such redemption. With respect to any notice of opti anal redemption of Authority Notes, such notice may be conditional upon the fulfillment of any conditions set out within such notice. In the eventthat such notice of redem[Xion contains conditions which are not met, the redemption shal I not be made, and the Trustee shal I give ncti ce, no I ess than two Business Days before the redemption was to be made, in the manner in which the notice of redemption was given, that the redemption will not be made. Notwithstanding the foregdng, during any Index Interest Rate Period, the BorrOvVer may give notice of redemption under Section 4.01(8) in the manner prcwided in the Continuing Cavenant Agreement, pravided the BorrOvVer gives nctice of such redemption in writing to the Trustee and the Authority for maintenance of proper records of outstandi ng Authority N ctes.

(b) Nctice of redemption of such Authority Notes shall be given by the Trustee, at the expense of the BorrOvVer, for and on behalf of the Authority.

( c) At the same ti me that it sends ncti ce of redempti on to Owners of such Authority Nctes, the Trustee shall al so send a copy of the nctice by first class mail, by telecopy or by cwernight delivery to the Authority, the Tender Agent, the Remarketing Agent, the Bank, if any, the Credit Bank, if any, the Securities Depositories and an Information Service. Failure to pravide nctice to the Authority, the Tender Agent, the Remarketing Agent, the Bank, the Credit Bank, the Securities Depositories or an Information Service shall not affect the validity of proceedings for the redem[Xion of such Authority Notes.

(cl) Nctwithstandi ng any other pravision of this Indenture, during a Bank Direct Payment Period, no notice of redem[Xi on shal I be required to be sent by the Trustee.

SECTION 4.04. Partial Redemption of Authority Notes. Upon surrender of any Authority Note redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the BorrOvVer, a new Authority Ncte or Authority Nctes of Authorized Denominations and of like maturity equal in aggregate principal amount to the unredeemed portion of the Authority Note surrendered. Notwithstanding the foregoing, at any time the Authority Notes are nct held in the Book-Entry System, the Holder of an Authority Note, orthe Trustee, when the Authority Nctes are held in the Book-Entry System, shall upon the redemption of such Authority Note, in part, malke a notation on the schedule of partial redemptions attached to its Authority Ncte reflecting the date and amount of the Authority N cte which has been redeemed, and the remaining principal amount.

SECTION 4.05. Effect of Redemption. In any case subject to Section 4.02(b), notice of redemption having been duly given as aforesaid, and moneys for payment of the redem[Xion price (including premium, if any) of, together with interest accrued to the date fixed for redemption on, the Authority Notes (or portions thereof) so cal led for redemption being held by the Trustee, on the redem[Xi on date designated in such ncti ce, the Authority Notes ( or portions thereof) so cal I ed for redemption shal I become due and payable, interest on the Authority Notes so cal led for redem[Xion shall cease to accrue, said Authority Notes (or portions

50 OHSUSA 7676953'Xl.7

thereof) shal I cease to be entitled to any benefit or security under this I ndenture, except for payment of particular Authority Notes for which moneys are being held lJy the Trustee which moneys shall be pl edged to such payment, and the Holders of said Authority N ctes shal I have no rights i n respect thereof except to receive payment of said redemption price (including premium, if any) and interest accrued to the date fixed for redem[Xi on.

All Authority Notes redeemed pursuant to the prCNisions of this Article shall be canceled and destroyed lJy the Trustee upon surrender thereof and the Trustee shal I thereupon delivertotheAuthority a certificate evidencing such cancellation and destruction.

As pravided in Section 4.04, partial redemption of any Authority Notes when nct held in the Book-Entry System may be evidenced lJy a notation made lJy the Owner of the respective Authority N ctes on the Authority N cte form with out the need for exchange or surrender of the Note itself.

SE CTI ON 4.06. Mandatory Tender for Purchase of Authority Notes.

(a) (i) On each Conversion Date, including a renewal of a Term Interest Rate Period (except to the extent prCNided in Section 2.03(f)(ii) or with respect to a Conversion described in Section 2.03(f)(vi)), or

(ii) During a Weekly Interest Rate Period, on the effective date of an Alternate Credit Facility or Alternate Letter of Credit complyi ngwith the requirements of Section 5.7 or 5.8, as appl i cabl e, of the Agreement, or

(iii) On the second Business Day follcwing the day on which the Trustee receives written notice from a Credit Bank pursuant to Section 7.0l(f)(i) hereof that an Event of Default has occurred under (and as defined in) the Credit Agreement and directing the Trustee to purchase the Authority Notes, in which event the Trustee shall prom[Xly give notice to each N ctehol der of the mandatory tender of the A uthori ty Notes and that i nterest wi 11 cease to accrue to the Ncteholder on such Authority Notes after the date of mandatory tender, or

(iv) On (i) each Bank Purchase Date, or (ii) during any Index Interest Rate Period, the date which is the fourth ( 4th) Business Day fol I avvi ng receipt lJy the Trustee of a written notice from the Bank pursuant to Section 7.01 (g) stating that an Event of Default has occurred and is continuing under the Continuing Cavenant Agreement and requesting the Trustee to cause the mandatory tender for purchase of all of the Authority Notes (each of the foregoing dates in Sections4.06(a)(i), (ii), (iii) and(iv), a"Purchase Date"),

The Notehdder or Direct Participant of such Authority Note shall tender such Authority Note for purchase as prCNided belavv and such Authority Ncte shal I be purchased or (for Authority Nctes which are nct Book-Entry Notes) deemed purchased as prCNided in Section 4.07(a)(3) hereof at the Purchase Price. Subject to Section 4.07(g) hereof, payment of the Purchase Price of such Authority Note shall be made lJy 4:30 p.m. (New York City time) (1 :30 p.m. Los Angeles time), i n the sanne manner as payment of i nterest on the Authority Notes, to the Owner of record, or Direct Participant with respect to Book-Entry Nctes, on the Record Date. If such Authority Nctes are not Book-Entry N ctes, the Holder shal I deliver such Authority Notes lJy no I ater than 12:30 p.m. (NewY ork City time) (9:30am. LosAngelestime) on the Purchase Date to the Tender

51 OHSUSA 7676953'Xl.7

Agent at its Corporate Trust Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, with the signature guaranteed in accordance with the guidelines set forth by one of the nati anally recognized medal Ii on signature programs. If such Authority Nctes are Book-Entry Notes, the tendering Direct Participant shall transfer, on the registration books of OTC, the beneficial cwnership interests in such Authority Notes tendered for purchase to the account of the Trustee or a Direct Participant acting on behalf of the Trustee.

(b) Any instrument delivered to the Trustee or Tender Agent in accordance with this Section shal I be i rrevocalbl e with respect to the mandatory purchase for which such instrument was delivered and shall be binding upon any subsequent Ncteholder or Direct Participant of the Authority Note to which it relates, including any Authority Ncte issued in exchange therefor or upon the registration of transfer thereof and as of the date of such instrument, the N otehd der or Direct Participant of the Authority Notes specified therein shall not have any right to tender for purchase such Authority Notes prior to such Purchase Date.

SE CTI ON 4.07. Purchase and Remarketing of Authority Notes.

(a) Purchase of Authority Notes.

Whenever the Authority N ctes are Book-Entry Notes, al I references in this Section 4.07tothe Tender Agent's actions relative to such Authority Nctes shall instead mean the Trustee, as the context may requi re.

(1) As soon as practicable but in any event no later than 12:00 noon (Nevv York City time) (9:00 am. Los Angeles time) on the Business Day after a tender notice, the Tender Agent shall give telephonic, telegraphic or telecopier notice, prom[Xly confirmed in writing, to the Trustee and the Remarketing Agent, specifying the Purchase Date and the principal amount of Authority N ctes required to be tendered for purchase in accordance with Section 4.06 hereof or tendered pursuantto Section 2.04(a) or (b) hereof. The Trustee shall promptly supply the same ncticetothe Bank, if any, and the Credit Bank, if any.

(2) The Tender Agent shal I purchase, but only from the sources Ii sted belcw, Authority Notes required to be purchased in accordance with Section 4.06 hereof or tendered pursuant to Section 2.04(a) or (b) hereof from the Hdders thereof by 4:30 p.m. (N evv York City ti me) ( 1 : 30 p.m. Los Angel es ti me) on the date such Authority Notes are required to be purchased at the Purchase Price pravided in Section 4.06 or Section 2.04(a) or (b) hereof. Funds for the payment of such Purchase Price shall be derived from the fd I cwi ng sources, at the fd I cwi ng ti mes and in the order of priority i ndi cared bel cw:

(A) from the proceeds of the remarketi ng of such Authority Notes (but only such remarketi ng proceeds as are received from purchasers of such Authority Notes pursuant to Section 4.07(b) hereof) which have been furnished to the Tender Agent by no I ater than 11 : 00 am. N evv York City ti me on the Purchase Date by the Trustee, which shal I have received such funds from the R emarketi ng Agent; pravided, hcwever that such proceeds shal I not have been derived from the Authority or the Borrcwer, or any Guarantor, any affiliate, or any sharehdder of

52 OHSUSA 7676953'Xl.7

the BITrcwer, and pravided further that rerrwketing proceeds may not be applied i n the case of mandatory tender under S ecti on 4. 06( a) ( i i i) ; and

(B) from moneys which have been furnished to the Tender Agent 0\/ no later than 2:30 p.m. New Y ITk City ti me on the Purchase Date, representing the proceeds of adrctN under any Alternate Letter of Credit enhancing the Authority N ates; IT

( C) from moneys pravi ded 0\/ the B orrOvVer.

(3) The prCNi si ons of this Section 4.07(a)(3) shal I not apply at any ti me such Authority Notes are Book-Entry Notes. With respect to any such Authority Nctes tendered for purchase or required to be tendered fIT purchase as to which sufficient funds to accomplish such purchase are available to the Tender Agent at the respective times at which payment of the Purchase Price is to be made as pravided herein:

(A) Such A uthITi ty N ctes shal I be deemed purchased for al I purposes of thi s I ndenture, i rrespecti ve of whether IT not such Authority N ates shal I have been presented to the Tender Agent, and the fITmer Holder or Holders of such Authority Nctes shall have no claim thereon, under this Indenture or otherwise fIT any amount other than the Purchase Price thereof and such AuthITity Nctes shall no I anger be deemed to be Outstanding for purposes of this Indenture and the Note R egi strar shal I so note on the Note R egi ster for the A uthITi ty N ates.

(B) Suqject to Section 4.07(g) hereof, in the event that any such Authority N ctes shal I not be presented to the Tender A gent, the Tender A gent shal I segregate and hold the moneys forthe Purchase Price of such Authority Nctes in trust, held as pravided in Section 5.05 hereof for the benefit of the fITmer Holders of such Authority Notes, who shall, except as prCNided in the follcwing sentences, thereafter be restricted exclusively to such moneys fIT the satisfaction of any claim fIT the Purchase Price of such AuthITity Nctes.

(C) In the event that any such Authority Notes shall not be presented to the Tender Agent at the time specified in Section 4.CXi hereof or Section 2.04(a) or (b) hereof (each "Undelivered Authority Ncte''), then the Authority shall execute and deliver to the Trustee for authentication a new AuthITity Note or Authority Notes, as the case may be, in an aggregate principal amount equal to the principal amount of the Undelivered A uthITi ty N ates bearing a number or numbers not contemporaneously outstanding. Every such Authority Note authenticated and delivered as pravided in the preceding sentence shal I be entitled to all the benefits of this Indenture equally and proportionately with any and all other Authority Nctes duly issued hereunder. The Tender Agent shal I maintain a record of any Undelivered Authority N ctes, together with the names and addresses of the former Holders thereof.

(D) In case any such Authority Notes which have been deemed purchased as pravided in Section 4.07(a)(3)(A) hereof are delivered to the Tender

53 OHSUSA 7676953'Xl.7

Agent subsequent to the date and ti me s~ci fi ed for such delivery for payment of the Purchase Price thereof at its Corporate Trust Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the H ol derthereof with the signature guaranteed in accordance with the guidelines set forth by one of the nationally recognized medallion signature p-ograms on any Business Day, the Tender Agent shal I (subject to Section 4.07(g) hereof) pay the Purchase Price of such Authority Note to the Holder no later than 12:00 noon (NevvYork City time) on the next succeeding Business Day. Any such Authority Ncte so delivered to the Tender Agent shall be canceled and delivered to the Trustee.

(b) Remarketinq of Authority Notes; Notice of Interest Rates.

The pravisions of this Section 4.07(b) shall only appy during a Weekly Interest Rate Period or a Term Interest Rate Period.

(1) The Remarketing Agent shall determine the rate of interest to be borne by the Authority Notes as p-avided in Section 2.03 hereof and shall furnish to the Trustee, the Credit Bank and the Tender Agent in a timely manner all information necessary for the Tender Agent and the Trustee to carry out their re~ctive duties hereunder, including, but nct Ii mi ted to, the interest rates app i cable to al I of the Authority Nctes.

(2) The Remarketing Agent shall ~riodically inform the Trustee, the Credit Bank, and OTC pursuant to the OTC Letter of Representations described in Section 2.1 l(e) hereof, if so requested, of the rate of interest borne by the Authority Notes from ti me to ti me.

(3) The Remarketing Agent shall, pursuant to the Remarketing Agreement, use its best efforts to sell any Authority Notes tendered for purchase (exce[X Authority Notes tendered pursuant to Section 4.06(a)(iii)) to nevv purchasers. Nct later than 4:00 p.m. (Nevv York City time) (1 :00 p.m. Los Angeles time) on the Business Day before the Purchase Date, the Remarketing Agent shall notify the Tender Agent, the Trustee and the Credit Bank of (i) the amount of Authority Notes to be purchased on the Purchase Date which have been remarketed and (for Authority Ncteswhich are not Book­Entry Notes) the name, address and taxpayer i denti fi cation number of the nevv purchasers and the denominations with res~ct to which such remarketed Authority Notes are to be registered and (ii) the amount required to be drawn underthe Alternate Letter of Creditto p-avide sufficient funds to purchase the Authority Notes actually tendered or deemed tendered for which no remarketi ng proceeds are ex~cted to be avai I able on the Purchase Date.

(c) Delivery of Remarketed Authority Notes; Tender Proceeds.

(1) The Tender Agent shall hold all Authority Notes delivered to it in trust for the benefit of the res~ctive Holders which shal I have so delivered such Authority Nctes or for the Direct Participants who have transferred their interests in the Book-Entry

54 OHSUSA 7676953'Xl.7

Nctes until moneys representing the Purchase Price of such Authority Nctes shall have been delivered to or forthe account of or to the order of such H d ders or Direct Participants. The Trustee, for Book-Entry Notes, or the Tender Agent (or after five Business Days, as pravided in Section 4.07(g), the Trustee) for non-Book-Entry Nctes shall hold all Tender Proceeds received for the purchase of Authority Nctes in trust, uninvested and in non­commingled funds for the benefit of the Person which shal I have so delivered such moneys until Authority Notes purchased with such moneys shall have been delivered to or for the account of such Person, and such Tender Proceeds shall, subject to Section 4.07(a)(3)(B), thereupon immediately be delivered to the respective tendering Holders. Neither the Authority, the B orrcwer or any G uarantor shal I have any ri ght, ti ti e, or i nterest i n or to any Tender Proceeds held by the Trustee, the Tender Agent or the Remarketing Agent or pursuant to Section 4.07(g) hereof. Authority Notes purchased with moneys described in Section 4.07(a)(2)(A) hereof, including without Ii mitation Authority Nctes issued in pace of such Authority Nctes pursuant to Section 4.07(a)(3)(C) hereof, shall, in the case of Authority N ctes whi ch are not B ook-E ntry Notes, be regi stered as di rected by the Trustee (from instructions received from the Remarketing Agent) and made available to the RemarketingAgent by 12:00 noon (NewY ork City time) (9 am Los Angeles time) on the date of such purchase or, in the case of Book-Entry Notes purchased with such moneys, be transferred on the registration books of OTC on the date of such purchase or the date the cwnershi p interest shall be transferred to the new Direct Participants on the books of OTC, against payment in immediately available funds or evidence of immediately available funds in the form of a federal reserve wire number.

(2) Authority Notes purchased with moneys obtained by a drawing on the Alternate Letter of Credit (the" Bank Nctes''), including without I imitation Authority Nctes issued in pace of such Authority Notes pursuant to Section 4.07(a)(3)(C) hereof, shal I , i n the case of Authority Notes whi ch are not B ook-E ntry N ctes, be held by the Tender Agent, or, in the case of Book-Entry Nctes, be registered in the name of the Credit Bank or its nomi nee ( as set forth i n the Credit Agreement or as otherwi se di rected i n wri ti ng by the Credit Bank) on the registration books of OTC, with respect to Book-Entry Notes. The Tender Agent shall immediately apply for new, separate CUSI P numbers to be assigned to the Bank Notes and to all other Authority Notes. The Remarketing Agent shall seek to remarket any Bank Notes prior to remarketing any other Authority Notes tendered for purchase. The proceeds of any remarketing of Bank Notes shall be transferred by the Trustee to the Credit Bank. Upon receipt by the Trustee of funds representing the proceeds of the remarketing of Bank Notes, Authority Notes in place of such Bank Nctes so purchased shall be made available for pck-up by the Remarketing Agent for subsequent delivery to the purchasers thereof, or the cwnershi p interest shal I be transferred to the new Direct Participants on the books of OTC. Prior to or simultaneously with such delivery, the proceeds of such remarketi ng shal I have been or shall be transferred to the Credit Bank, and the Trustee and the Tender Agent shall have received written confirmation from the Credit Bank of the reinstatement in ful I of the Alternate Letter of Credit. Nctwithstandi ng any other pravision of this subsection (c)(2), the RemarketingAgent shall nct remarket any Bank Nctes derived from a mandatory tender under Section 4.06(a)(iii) until directed in writing by the Credit Bank.

55 OHSUSA 7676953'Xl.7

(3) In the event that the R emarketi ng Agent is able to remarket any Authority Nctes required to be purchased pursuant to Section 4.07 hereof afterthe ti me on which the Remarketing Agent is required to pravide nctice to the Trustee as specified in this Section 4.07, the Remarketing Agent shall give notice in the manner and containing the details set forth in this Section 4.07, as soon as practicable after such remarketing, rut in no event laterthan 2:00 p.m. (New York City time) (11 :00 am. Los Angeles time) on the Purchase Date and the Authority Nctes shall be registered in the names of the purchasers thereof and made avai I able to the R emarketi ng A gent as soon as practicable thereafter on such date or the next succeeding Business Day or transferred on the registration books of OTC to the account of Direct Participants furnished to the Trustee or Tender Agent, as app i cable, 0\/ the R emarketi ng Agent.

( 4) I f any Authority Note i s tendered after a ncti ce of redemp:i on for such Authority Ncte has been given, the Remarketing Agent will give the redemption notice to any purchaser of such Authority Note, orto OTC if such Authority Note is a Book Entry Ncte, and the purchaser (including a Direct Participant) shall acknavvledge receipt of such redemption notice.

( cl) D rctvVs U [Xln the A I tern ate Letter of Credit.

(1) The Trustee shall draw on any Alternate Letter of Credit enhancing the Authority Notes in an amount necessary and in sufficient time (as set forth 0\/ the terms of the Alternate Letter of Credit) so as to pravide to the Trustee or Tender Agent, as applicable, the balance of the funds needed to purchase tendered Authority Notes, taking into accountthe remarketi ng that the Trustee or Tender Agent, as applicable, has received O)l 11 :00 am. (New York City time) (8:00 am. Los Angeles time) on the Purchase Date. If the Remarketing Agent has notified the Trustee pursuant to Section 4.07(b)(3) that it does nct expect to remark et al I the Authority Notes tendered, the Trustee is authorized to draw on the Alternate Letter of Credit pursuant to such notice; if the Remarketing Agent remarkets Authority Notes after 11 :00 am.(New York City ti me) (8:00 am. Los Angeles time) on the Purchase Date, the Trustee shall still draw on the Alternate Letter of Credit enhancing the Authority Notes in an amount necessary and in sufficient ti me (as set forth 0\/ the terms of the Alternate Letter of Credit) so as to pravide the balance of the funds needed to purchase tendered Authority Notes, withouttaki ng into account any remarketi ng proceeds other than those promised in the Remarketing Agent's notice pursuant to Section 4.07(b)(3) hereof. The Trustee shall transfer to the Credit Bank any excess moneys received from a draw on the Alternate Letter of Credit enhancing the Authority Notes that are nct needed to pay the Purchase Price of the Authority Notes on the Purchase Date.

(2) The Trustee shall draw on any Alternate Letter of Credit enhancing the Authority Notes on the Purchase Date specified in Section 4.06(a)(i ii) in sufficienttime (as set forth 0\/ the terms of the Alternate Letter of Credit) so as to prCNide to the Trustee or Tender Agent, as appical:le, the funds needed to purchase Authority Notes subject to such mandatory tender on the specified Purchase Date.

(e) Delivery of Proceeds of Sale. The proceeds of the remarketing 0\/ the Remarketing Agent of any Authority Nctes shall be transferred on the Purchase Date 0\/ the

56 OHSUSA 7676953'Xl.7

Rerrwketing Agent to the Trustee and from the Trustee to the Tender Agent, as appicalle, 0\/ 11 :OOam. (New York City time) (8:00 am. LosAngeles time) and such proceeds shall be held in trust and applied 0\/ the Trustee or Tender Agent, as applicalle, to the payment on the Purchase Date of the Purchase Price of Authority Notes to the H d ders or B enefi ci al Owners thereof pursuant to Section 4.07(a)(2)(A) hereof 0\/ making Authority Nctes available for delivery to the R errwketi ng Agent which are registered pursuant to the instructions of the R errwketi ng Agent or directing the transfer on the registration books of OTC pursuant to the instructions of the Rerrwketing Agent or, in the case of the rerrwketing of Authority Notes which constitute Bank Nctes, as pravided in Section 4.07(c)(2) hereof. In making payments to the Credit Bank, the Trustee may conclusively assume that the Credit Bank has not been repaid from any other sources. To the extent that the Credit Bank is repaid with proceeds of the sale of Bank Notes 0\/ the RerrwketingAgent, new Authority Notes shall be registered and delivered (or cwnership interests transferred) as pravided in Section 4.07(c)(2) hereof.

(f) No Rerrwketi nqAfter Default. Notwithstanding any cther prCNision of this Indenture, there shall be no rerrwketing of Authority Nctes under Section 4.07(b)(3) after the occurrence, and during the continuance, of an Event of Default under Article VI I hereof.

(g) Unclaimed Moneys. The Tender Agent shal I, at the end of the fifth Business Day after the Purchase Date, transfer all funds then held on hand O)IVirtue of the fact that Authority N ctes deemed tendered on such date were not presented for purchase to the Tender A gent i n accordance with the pravisions of Section 4.06 hereof to the Trustee to be held in a segregated account fortheAuthority Nctes and to hold the same in trust forthe payment of the Purchase Price thereof to the former Holders of such Authority Nctes as required 0\/ the prCNisions of Section 4.07(a) hereof. The Trustee shall pay such Purchase Price from such announts 0\/ check or draft of the Trustee or one of its affi I i ates made pay all e to the party enti ti ed to such payment as soon as practi cable after such party surrenders the Authority N cte or Authority N ctes so deemed purchased to the Trustee. Any such moneys so held in trust 0\/ the Trustee shal I be held uni nvested until paid to the Person entitled thereto or disposed of as pravided O)l law.

(h) Conditions to Rerrwketinq U[X)n Exciration of Alternate Letter of Credit. If a commitment to renew any Alternate Letter of Credit or to prCNide a new Alternate Letter of Credit or Alternate Credit Facility shall not be pravided prior to the 40:h day before the scheduled expi rati on date of the then--exi sti ng A I tern ate Letter of Credit, then the Authority Notes shal I not be rerrwketed after the 15th day prior to such expiration.

(i) Nctices Upon Delivery of Alternate Letter of Credit or Alternate Credit Facility. Wheneverthe Borrcwer has delivered to the Trustee a notice of the expected delivery of an Alternate Letter of Credit pursuant to Section 5.8 of the Agreement or a notice of the expected delivery of an Alternate Credit Facility pursuant to Section 5.7 of the Agreement (either such instrument referred to hereafter as the "Alternate Instrument"), the Trustee shall mail 0\/ first class mai I a ncti ce to the Authority and al I Holders of the Authority N ctes stati ng: ( i) the name of the issuer of the Alternate Instrument, (ii) the date on which the Alternate Instrument will become effective, which date shal I be at I east 20 calendar days prior to the stated expiration date of the exi sti ng Letter of Credit or A I ternate Credit F aci I i ty, ( i i i) the rati ng expected to apply to the Authority Notes afterthe Alternate Instrument is delivered, and (iv) if during a Weekly Interest Rate Period, thatthe Authority Notes wi 11 be subject to mandatory tender for purchase on the date

57 OHSUSA 7676953'Xl.7

of delivery of the Alternate Instrument, and infcrrnation on where such Authority Notes are to be delivered. Such notice shall be mailed at least 20 days pricr to the effective date of the Alternate Instrument. The Trustee shal I pravide nctice to theAuthcrity, each Rating Agency then rating the Authority Notes and the BorrOvVer upon the receipt of any Alternate Instrument.

U) Li rnitations on Purchase of Authority Nctes. The Rennarketing Agent shall not sell any Authority Notes to the Authority, the Brrrcwer, any Guarantor or any sharehdder of the B orrOvVer.

ARTICLE V REVENUES; FUNDS AND ACCOUNTS;

PAYMENT OF PRINCIPAL AND INTEREST

SE CTI ON 5.01. Pledge and Assignment; Revenue Fund. (a) Suqject only to the pravisions of this Indenture permitting the application thereof frr the purposes and on the terrns and conditions set forth herein, all of the Revenues and any cther amounts (including proceeds of the sale of Authority Notes) held in any fund cr account established pursuant to this Indenture (except the Rebate Fund and the Authority Account of the Costs of Issuance Fund) are hereby pl edged on a pari passu basis to secure the ful I payment of the principal of, prerni urn, if any, and interest on the Authority Notes in acccrdance with their terrns and the prcwisions of this Indenture. Nctwithstandi ng any other pravi sion of this Indenture, the benefits under any Alternate Letter of Credit or Alternate Credit Facility shall apply only to the Authority Nctes for which such Alternate Letter of Credit or Alternate Credit Facility was issued; moneys in the account created by Section 4.07(g) hereof shall be held sdely for the benefit of the former Holders of Authcrity Nctes as pravided in Section 4.07(g); and the Tender Proceeds shall be held in trust as pravided in Section 4.07(c)(l). Said pedge shall constitute a lien on and security interest in such assets and shal I attach, be perfected and be valid and binding frorn and after delivery by the Trustee of the Authority Notes, without any physical delivery thereof or further act.

(b) The Authcrity hereby transfers in trust, and assigns to the Trustee, frr the benefit of the Holders frornti me toti me of the Authcrity Nctes, to the extent of its interest therein, all of the Revenues and other assets pledged in subsection (A) of this Section and all of the right, title and interest of the Authority in the Loan Agreement and the BcrrOvVer Note (exce[X forthe Retained Rights). Such assignment to the Trustee is sdely in its capacity as Trustee under this Indenture, subject to the protections, i rnrnuniti es and Ii rnitations frorn Ii abi I ity afforded the Trustee hereunder. The Trustee shall be entitled to and shal I cd lect and receive al I of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by theAuthcrity as the agent of the Trustee and, subject to the pravi sions of the Indenture, shall forthwith be paid by the Authority to the Trustee. Notwithstanding anything to the contrary in this Indenture, the Authority shal I have no obi igation to and instead the Trustee rnay, without further direction frorn theAuthcrity, take any and al I steps, actions and proceedings, to enforce any or al I rights of the Authority under the Indenture orthe Loan Agreement (otherthan the Retained Rights), including, without limitation, the rights to enforce the remedies upon the occurrence and continuation of an Event of Default and the obi i gati ons of the B crrcwer under the Loan Agreement.

58 OHSUSA 7676953'Xl.7

(c) All Revenues (except investment earnings (which shall ~ derx:isited as p-avided in Section 5.05)) shall ~ p-omptly deposited O,' the Trustee upon receipt thereof in a special fund designated as the Revenue Fund which the Trustee shal I establish, maintain and hold in trust; except as otherwise pravided in Section 5.02 hereof, all moneys received O,' the Trustee and required to~ derx:isited in the Redemption Account, if any, shall~ promp:ly deposited in the Redemption Account, which the Trustee shal I establish, maintain and hdd in trust as p-avided in Section 5.02 hereof. All Revenues deposited with the Trustee shall ~ held, disbursed, allocated and applied O,' the Trustee only as prCNided in this Indenture.

(cl) Otherthan during a Bank Direct Payment Period, on the third Business Day follcwing the Note Payment Date of each May, any annount held O,' the Trustee in the Revenue Fund on the due date for a Loan Repayment shall ~ credited against the installment due on such date to the extent avai I able for such purpose under the terms of this I ndenture.

SECTION 5.02. Allocation of Revenues. On or ~fore any date on which interest or p-incipal (whether at maturity, or O,' redemp:ion or acceleration) is due, the Trustee shall transfer funds from the Revenue Fund and deposit into the follcwing respective accounts ( each of which the Trustee is hereO,' directed and agrees to establish and maintain within the Revenue Fund), the follcwing announts, in the follcwi ng order of p-iority, the requirements of each such account (including the making upof any deficiencies in any such account resulting from lack of Revenues sufficientto make any earlier required derx:isit) atthe time of depositto ~ satisfied ~fore any transfer is made to any account subsequent in priority;

First: to the Interest Account, the aggregate amount of interest ~coming due and payable on the next succeeding I nterest Payment Date or date of redemption of al I Authority N ctes then Outstanding, unti I the balance in said account is equal to said aggregate annount of interest.

Second: to the Principal Account, the annount paid O,' the B orrcwer and designated as or attri butabl e to pri nci pal on the Authority N ctes i n the most recent Loan Repayment equal to the aggregate annount of principal due on the Principal Payment Date.

Thi rd: to the Redemption Account, the aggregate annount of principal and premium next coming due O,' acceleration or O,' redemption permitted or required under Article IV hereof, or any rx:irti on thereof paid O,' the B orrcwer.

SECTION 5.03. Priority of Moneys in Revenue Fund; Alternate Letter of Credit. (a) Funds for the payment of the principal or redemp:ion price (including premium, if any) of and interest on the Authority Notes shal I ~ derived from the fd lcwing sources in the order of priority indicated ~I cw from each of the accounts in the Revenue Fund; prCNi ded hcwever, that amounts in the respective accounts in the Revenue Fund shal I ~ used to pay when due (whether upon redemption, acceleration, interest payment date, maturity or ctherwise) the principal or redemption p-ice (including premium, if any) of and interest on the Authority Notes held O,' Hdders other than the Credit Bank or the Borrcwer p-ior to the payment of the principal and interest on the Authority Notes held O,' the Credit Bank orthe Borrcwer:

(i) Moneys paid into the Letter of Credit Account (established ~lcw) of the Revenue Fund from a draw b,' the Trustee under any Alternate Letter of Credit;

59 OHSUSA 7676953'Xl.7

(ii) Moneys paid into the Interest Account, if any, representing accrued interest received at the initial sale of the Authority Notes and proceeds from the investment thereof which shall ~ appied to the payment of interest on such Authority Notes;

(iii) Moneys paid into the Revenue Fund pursuant to Section 10.0l(b) hereof and proceeds from the i nvestmentthereof, which shal I constitute A vai I able Moneys if an A I ternate Letter of Credit is in effect;

(iv) Any other moneys ( otherthan from draws on any A I ternate Letter of Credit) paid into the Revenue Fund and deposited in the Revenue Fund and proceeds from the investment thereof), which shall constitute Avai lalle Moneys if an Alternate Letter of Credit is in effect; and

(v) Any other moneys paid into the Revenue Fund and deposited in the Revenue Fund and proceeds from the investment thereof, which are nct A vai I able Moneys.

The Trustee shall create within the Revenue Fund a separate account called the "Letter of Credit Account," into which all moneys drawn under an Alternate Letter of Credit for such Authority Nctes shall ~ deposited and disbursed. Neither the Borrcwer, the Authority or any Guarantor shall have any rights to or interest in the Letter of Credit Account. Each Letter of Credit Account shall ~ established and maintained 0\/ the Trustee and held in trust apart from all cther moneys and securities held under this I ndenture or ctherwi se, and aver which the Trustee shall have the exclusive and sole right of withdrawal forthe exclusive ~nefit of the Hdders of the Authority Notes with respect to which such drawing was made. No moneys from any Letter of Credit Account may in any circumstance ~ used to pay principal or redemption price (including premium, if any, to the extent draws therefor are permitted under any Alternate Letter of Credit) of or interest on any Bank N ctes.

The Trustee may estallish within the Interest Account, Principal Account or Redemption Account one or more subaccounts to faci I itate the cal cul ati on of the aging of moneys deposited with the Trustee until they ~comeAvailalle Moneys.

(b) (i) The Trustee shal I drctvV moneys under any Alternate Letter of Credit in accordance with the terms thereof in an amount necessary to malke timely payments of principal of, premium, if any, and interest on the Authority Nctes enhanced 0\/ such Alternate Letter of Credit, ctherthan Authority N ctes cwned 0\/ or forthe account of the B orrcwer orthe Credit B ank, when due whether at maturity, interest payment date, redemption, acceleration or otherwise. In addition, the Trustee shal I drctvV moneys underthe Alternate Letter of Credit, if any, in accordance with the terms thereof to the extent necessary to malke timely payments required to ~ made pursuant to, and in accordance with Sections 4.06 and 4.07 hereof.

(ii) Immediately after malking a drawing under any Alternate Letter of Credit which has ~en honored, the Trustee shall reimburse the Credit Bank forthearnountofthe drawing using moneys, if any, contained in:

(A) the I nterest Account for such Authority Notes, if the drawi ng was to pay i nterest on the Authority Notes enhanced 0\/ such A I ternate L etter of Credit;

60 OHSUSA 7676953'Xl.7

(B) the Principal Account for such Authority Notes, if the drawing was to pay p-incipal on the Authority Notes enhanced 0\/ such Alternate Letter of Credit; and

( C) the R edernp:i on Account for such Authority N ates, i f the drawi ng was to redeem Authority N ates enhanced 0\/ such A I ternate Letter of Credit.

( c) If at any ti me there shal I have been delivered to the Trustee an addi ti anal Alternate Letter of Credit or Alternate Credit Facility pursuant to Section 5.7 or 5.8 of the Agreement, then the Trustee shal I accep: such A I ternate Letter of Credit or A I tern ate Credit Facility and p-ornptly surrenderthe previously held Alternate Letter of Creditto the Credit Bank, in accordance with the terrns of such Alternate Letter of Credit, for cancellation, p-avided thatthe Trustee shall nct surrender the previously held Alternate Letter of Credit until all drctNs on such Alternate Letter of Credit have been paid as required thereO)I. If at any time there shal I cease to be any Authority Notes Outstanding hereunder, the Trustee shall prornp:ly surrender the Alternate Letter of Credit, if any, to the Credit Bank, in accordance with the terrns of such Alternate Letter of Credit, for cancellation. The Trustee shall comply with the p-ocedures set forth in such Alternate Letter of Credit relating to the termination thereof.

SE CTI ON 5.04. Alternate Letter of Credit. The Trustee shall hold and rIBi ntai n any A I ternate Letter of Credit for the benefit of the N otehd ders whose Authority N ates are enhanced 0\/ such Alternate Letter of Credit until the Alternate Letter of Credit expires in accordance with its terrns. The Trustee shal I di Ii gently enforce al I terrns, cavenants and conditions of the A I ternate Letter of Credit, i ncl udi ng payment when due of any draws on the A I ternate Letter of Credit, and the pravisions relating to the payment of drctNs on, and reinstatement of amounts that rnay be drawn under, the Alternate Letter of Credit, andwil I not consentto, agree to or permit any amendment or rnodi fi cation of the A I tern ate Letter of Credit whi ch woul d rnateri al I y adverse! y affect the rights or security of the H d ders of the Authority N ates enhanced 0\/ such A I ternate Letter of Credit. If at any time during the terrn of the Alternate Letter of Credit any successor Trustee shal I be appointed and qualified under this Indenture, the resigning or rernaved Trustee shall request that the Credit Bank transferthe Alternate Letter of Creditto the successor Trustee. If the resigning or rerncwed Trustee fai Is to rnalke this request, the successor Trustee shal I do so before accepting appointment. When the Alternate Letter of Credit expires in accordance with its terrns or is replaced 0\/ an additional Alternate Letter of Credit, the Trustee shall irnrnediately surrendertheAlternate Letter of Credittothe Credit Bank.

SE CTI ON 5.05. I nvestrnent of Moneys. A 11 moneys in any of the funds or accounts established pursuant to this I ndenture shal I be invested 0\/ the Trustee or the Depository Bank, as applicable, as directed in writing 0\/ the BorrOvVer or its agent, solely in Investment Securities. Nctwithstanding any other prcwision herein, in the absence of written investment instructions directing the Trustee or the Depository Bank, as appicable, 0\/ noon of the second Business Day preceding the day when investments are to be rnade, the Trustee or the Depository Bank, as appicable, is directed to invest available funds in Investment Securities described in paragraph (vii) of the definition thereof. The Trustee or the Depository Bank, as applicable, shall not be liable for any losses resulting frorn any investments rnade pursuant to the preceding two sentences.

61 OHSUSA 7676953'Xl.7

Investment Securities may be purchased at such prices as the Trustee or the Depository Bank, as appicable, may in its discretion determine or as may be directed 0\/ the Borrcwer or its agent. All Investment Securities shal I be acquired suqject to the I imitations set forth in Section 6.06 hereof, the limitations as to maturities hereinafter in this Section set forth and such additional I imitations or requirements consistent with the foregd ng as may be established 0\/ Request of the B orrcwer.

Moneys in all funds and accounts shall be invested in Investment Securities maturing not I ater than the date on which such moneys wi 11 be required for the purposes specified in this Indenture. Notwithstanding anything else in this Section 5.05, any moneys in the Interest Account, the Principal Account or the Redemption Account held for the payment of particular Authority Notes shal I be invested at the written direction of the Borrcwer in direct obligations of the United States or nctes or cther obligations guaranteed 0\/ the United States government or for which the full faith and credit of the United States is pedged for the full and timely payment of principal and interest thereof (or money market funds consisting solely on such investment), rated in the highest rating category applicable to such investments which mature nct I ater than the date on which it is estimated that such moneys will be required to pay such Authority Notes(but in any event maturing in not more than thirty days). Moneys in the Letter of Credit Account created in Section 5.03, Tender Proceeds, moneys held for non-presented Authority Notes and moneys described in Section 4.07(g) shall be held uninvested.

Al I interest, profits and other income received or I asses incurred from the investment of moneys in any fund established pursuant to this Indenture shal I be deposited or booked in the fund or account which gave rise to the investment earnings or I asses. Nctwithstanding anything to the contrary contained in this paragraph, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund from which such accrued interest was paid. To the extent that any Investment Securities are registrable, such Securities shall be registered in the name of the Trustee or its nominee.

For the purpose of determining the amount in any fund, all Investment Securities credited to such fund shal I be valued at the I esser of cost or par value pl us, prior to the first payment of interest follcwing purchase, the amount of accrued interest, if any, paid as a part of the purchase price.

Suqject to Section 6.06 hereof, investments in any and all funds and accounts held 0\/ the Trustee hereunder (other than moneys representing the proceeds of a draw on any Alternate Letter of Credit or held in the Letter of Credit Account or the Authority Account of the Costs of Issuance Fund, Tender Proceeds, Available Moneys, moneys being aged to become Available Moneys, or moneys held forthe payment of particular Authority Notes (including moneys held for non-presented Authority Notes or held under Section 4.07(g) or 10.03 hereof)) may be commingled for purposes of making, holding and disposing of investments, notwithstanding pravi si ons herein for transfer to or holding in particular funds and accounts, the amounts received or held 0\/ the Trustee orthe Depository Bank, as applicable, hereunder, pravided that the Trustee shall at al I ti mes account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as pravided in this Indenture. Subject to Section 6.06 hereof, any moneys invested in accordance with this Section may be invested in a pooled

62 OHSUSA 7676953'Xl.7

investment account consisting solely of funds held 0\/ the Trustee as a fiduciary. The Authority (and the BorrOvVer 0\/ its execution of the Loan Agreement) acknOvVledges that to the extent regulations of the Comptroller of the Currency or cther appicable regulatory entity grant the Authority orthe B orrcwerthe ri ghtto receive brokerage confirmations of security transactions as they occur, the Authority and the BorrOvVer specifically waive receipt of such confirmations to the extent perrritted O)l law. The Trustee or the Depository Bank, as appicalle, will furnish the Authority and the BorrOvVer periodic cash transaction statements which include detail for all investment transactions made 0\/ the Trustee or the Depository Bank, as appl i call e, hereunder. The Trustee or the Depository Bank, as applicable, may act as principal or agent in the malki ng or disposing of any investment. The Trustee or the Depository Bank, as applicable, may sell or present for redemption any Investment Securities whenever it shal I be necessary to prcwi de moneys to meet any required payment, transfer, withdrctNal or disbursement from the fund to which such Investment Security is credited, and the Trustee or the Depository Bank, as applicable, shall nct be Ii all e or responsible for any I oss resulting from such investment.

SECTION 5.06. Rebate Fund. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the "Rebate Fund" (the "Rebate Fund'). Within the Rebate Fund, the Trustee shall maintain such cther accounts as it is instructed 0\/ the BorrOvVer as shall be necessary in orderto comply with the terms and requirements of the Tax Certificate. Subject to the transfer pravisions pravided in paragraph (e) belOvV, all money at any time deposited in the Rebate Fund shall be held 0\/ the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the federal gavernment of the United States of America, and no other Person shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be gcwerned 0\/ this Section 5.06, 0\/ Section 6.06 hereof and 0\/ the Tax Certificate (which is incorporated herein 0\/ reference). The Trustee shall be deemed conclusively to have compied with such prcwisions if it follOvVs the directions of the BorrOvVer including suppying all necessary information in the manner pravided in the Tax Certificate, shall not be required to talke any actions thereunder, in the absence of written directions 0\/ the B orrcwer, and shall have no liability or responsibility to enforce compiance 0\/ the BorrOvVer or the Authority with the terms of the Tax Certificate.

(b) Upon the Borrcwer' s written direction, an amount shall be deposited to the Rebate Fund 0\/ the Trustee from deposits 0\/ the Borrcwer, or from available investment earnings on amounts (other than moneys representing the proceeds of a draw on any Alternate Letter of Credit or held in the Letter of Credit Account, Tender Proceeds, Available Moneys, moneys being aged to become A vai I all e Moneys, or moneys held for the payment of particular Authority N ates (including moneys held for non-presented Authority N ctes or held under Section 10. 03 hereof)) held in the Revenue Fund, if and to the extent required, sothatthe balance of the amount on deposit thereto shal I be equal to the Rebate Requirement. Computations of the Rebate Requirement shall be furnished 0\/ or on behalf of the BorrOvVer in accordance with the Tax Certificate. The Trustee may rely conclusively upon the B orrcwer' s determinations, cal cul ati ons and certifications required 0\/ this Section 5.06(b). The Trustee shall have no responsiblity to malke any independent cal cul ati ons or determinations or to review the B orrOvVer' s cal cul ati ons hereunder.

( c) The Trustee shal I have no obi i gati on to rebate any amounts required to be rebated pursuant tothi s Section 5.06 otherthan from moneys held in the funds and accounts created

63 OHSUSA 7676953'Xl.7

under this Indenture (other than moneys representing the proceeds of a draw on any Alternative Letter of Credit or held in the Letter of Credit Account or the Authority Account of the Costs of Issuance Fund, Tender Proceeds, Available Moneys, moneys being aged to become Available Moneys, or moneys held forthe payment of particular Authority Notes (including moneys held for non---p-esented Authority Notes or held under Section 10.03)) or frorn cther moneys prCNided to it 0\/ or on behalf of the B orravver.

( cl) The Trustee shal I invest al I amounts held in the Rebate Fund in Investment Securities as instructed in writing 0\/ the Borrcwer, and the Borravver shall be responsible for such Rebate Instructions cornplyi ng with the Tax Certificate. Money shall not be transferred frorn the Rebate Fund except as prCNided in paragraph (e) belcw.

(e) Upon recei[X of the Borravver's written directions, the Trustee shall rernit part or al I of the balances in the Rebate Fund to the United States, as so directed. I n addition, if the Borrcwer so directs, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund frorn or into such accounts or funds ( other than moneys representing the proceeds of a draw on any Alternate Letter of Credit or held in the Letter of Credit Account, Tender Proceeds, Available Moneys, moneys being aged to become Available Moneys, or moneys held for the payment of parti cul ar Authority N ctes ( i ncl udi ng moneys held for non-presented Authority N ctes or held under Section 10.03 hereof)) as directed 0\/ the B orrcwer' s written directions. Any funds rernai ni ng in the Rebate Fund after redernpti on and payment of al I of the Authority N ctes and payment and satisfaction of any Rebate Requirement, or pravi si on rnade therefor shal I be withdrawn and remitted to the Borravver upon the Borravver's written request.

(f) Nctwithstanding any cther pravision of this Indenture, including in particular Article X hereof, the obi igation to rernitthe Rebate Requirements to the United States and to cornpy with all other requirements of this Section 5.06 hereof, Section 6.06 hereof and the Tax Certificate shal I apply only to any Tax--Exern[X Authority Nctes issued underthis Indenture and shal I survive the defeasance or payment in ful I of such Authority Notes.

ARTICLE VI PARTICULAR COVENANTS

SECTION 6.01. Punctual Payment. The Authority shall punctually pay or cause to be pai d the pri nci pal , prerni urn, i f any, and i nterest to become due i n respect of al I the Authority Notes, in strict conformity with the terrns of the Authority Notes and of this Indenture, according to the true intent and rneani ng thereof, but only out of Revenues and cther assets pl edged for such payment as prCNided in this Indenture. When and as paid in full, all Authority Notes, if any, shall be delivered to the Trustee, shall forthwith be canceled and destroyed, and a certificate of such destructi on shal I thereafter be del i vered to the Authority.

SE CTI ON 6.02. Extension of Payment of Authority Nctes. The Authority shal I not di rectl y or i ndi rectl y extend or assent to the extensi on of the rnaturi ty of any of the Authority Notes or the time of payment of any claims for interest 0\/ the purchase or funding of such Authority N ctes or cl ai rns for i nterest or 0\/ any other arrangement and i n case the rnaturi ty of any of the Authority N ctes or the ti me of payment of any such cl ai rns for interest shal I be extended, such Authority Notes or claims for interest shall not be entitled, in case of any default

64 OHSUSA 7676953'Xl.7

hereunder, to the benefits of this Indenture, exce[X subject to the prior payment in full of the principal of al I of the Authority Notes then Outstanding and of al I claims for interest thereon which shall not have been so extended. Nothing in this section shall be deemed to Ii mit the right of the Authority to issue notes forthe purpose of refunding any Outstanding Authority Notes, and such issuance shall nct be deemed to constitute an extension of maturity of Authority Notes.

SECTION 6.03. Against Encumbrances. The Authority shall not create, or permitthe creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pl edged or assigned under this I ndenture whi I e any of the Authority Notes are Outstanding, exce[X the pledge and assignment created 0\/ this Indenture. Suqject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Act, and reserves the right to issue other obi i gati ons for such purposes.

SE CTI ON 6.04. Pavver to Issue Authority Notes and Make Pledge and Assignment. The Authority is duly authorized pursuant to lctN to issue the Authority Notes and to enter into this Indenture and to pl edge and assign the Revenues and other assets purported to be pedged and assigned, respectively, under this Indenture in the manner and to the extent prcwided in this Indenture. The Authority Notes and the pravisions of this Indenture are and will be the legal, valid and binding limited olligations of the Authority in accordance with theirterms, and the Authority and Trustee shall at all ti mes, to the extent permitted O)l law, defend, preserve and protect said fl edge and assignment of Revenues and other assets and al I the rights of the N ctehol ders under this I ndenture against al I claims and demands of al I Persons whomsoever, subject to the limitations set forth in Article VI 11 relating to the Trustee.

SECTION 6.05. Accounting Records and Reports. The Trustee shall keep or cause to be ke[X proper books of record and account in which compete and correct entries shal I be made of all transactions made 0\/ it relatingtothe receipt, investment, disbursement, allocation and application of the Revenues and the proceeds of the Authority Notes. Such records shal I specify the account or fund to which each investment ( or portion thereof) held 0\/ the Trustee is to be allocated and shall set forth, in the case of each Investment Security, (a) its purchase price, (b) i denti fyi ng information, including par amount, coupon rate, and payment dates, ( c) the amount received at maturity or its sale price, as the case may be, (cl) the amounts and dates of any payments made with respect thereto, and (e) such documentation as is required to be retained 0\/ the Trustee as evidence to establish that any requirements set forth in the Tax Certi fi care or with respect to establishing market price, to the extent prcwided to it. Such records shal I be open to inspection 0\/ the Authority, any Hdder, the Bank, if any, and the Credit Bank, if any, at any reasonable time during regular business hours on reasonall e notice.

SECTION 6.06. ArbitrageCavenants. (a) TheAuthorityandtheBorrcwer cavenant and agree that neither wi 11 talke any action, or fai I to talke any action, if such action or failure to talke such action would adversely affect the exclusion from gross income of the interest payable on the Authority Notes under Section 103 of the Code. Without Ii niting the generality of the foregoing, the Authority and the Borrcwer each ccwenants and agrees that it will each comply with the requirements of the Tax Certificate.

65 OHSUSA 7676953'Xl.7

(b) The Borravverwill pay, or cause to be paid, from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Regulations as may be applicable to the Authority Notes from time to time. This ccwenant shall survive payment in full or defeasance of such Authority Notes. The Borravver specifically cavenants to pay or cause to be paid on behalf of the Authority to the United Stat es at the ti mes and i n the amounts determi ned under Section 5. 06 hereof the Rebate Requirement, as described in the Tax Certificate. The Trustee agrees to campy with all written Rebate Instructions of the B orrcwer given pursuantto the Tax Certificate; prcwi ded, hcwever, that the Borravver shal I be responsible for such Rebate Instructions complyi ngwith the Tax Certificate.

The Trustee conclusively shall be deemed to have complied with the pravisions of this Section 6.06(b) if it follavvs the Rebate Instructions and directions of the Borravver and shall not be required to take any action underthi s Section 6.06(b) in the absence of such directions from the Borravver. The Trustee shall nct be liable for any consequences resulting from its failure to act if no Rebate Instructions from the B orravver ( or in the absence of B orrcwer Rebate I nstructi ons, instructions from the Authority) are delivered to it.

(c) Nctwithstandi ng any pravi sion ofthi sSection, if the Borravver shal I pravide to the Trustee, the Bank and the Authority an opinion of Note Counsel that any action required under Section 5.06 orthi sSection 6.06 is no longer required, orthat some further action is required to mai ntai n the T ax--E xem[X status of i nterest on the Authority N ates, the Trustee and the Authority may rely conclusively on such opinion in complying with the requirements of this Section, and the cavenants contained herein shal I be deemed to be modified to that extent.

SECTION 6.07. OtherCcwenants. (a) theTrusteeshall prom[Xlycdlectall amounts due from the B orravver pursuantto the Agreement and the B orrcwer N cte, shal I perform all duties imposed upon it pursuant to the Agreement and the Borravver Note and shal I diligently enforce, and take all steps, actions and proceedings reasonably necessary for the enforcement of al I of the rights of the Authority and al I of the oll i gati ons of the B orravver pursuant to the Agreement and the B orravver Note.

(b) Except as pravided in Section 9.4 of the Loan Agreement, the Authority shal I not amend, modify or termi nate any of the terms of the Agreement or the B orravver Note, or consent to any such amendment, modification or termination, without the prior written consent of the Trustee, the Credit Bank, if any, and the Bank during any Index Interest Rate Period. The Trustee shall give such written consent only if (1) in the Opinion of Counsel, such amendment, modification or termination wil I nct materially adversely affect the interests of the Ncteholders or result in any material impairment of the security herel:Jy given for the payment of the Authority Nctes, or (2) the Trustee first obtains the written consent of the Hdders of a majority in principal amount of the Authority N ctes then Outstanding to such amendment, modification or termination, pravi ded that no such amendment, modification or termination shal I reduce the amount of Loan Repayments, or extend the time for making such payments, without the written consent of all of the Holders of the Authority Notes then Outstanding, or (3) such amendment, modification or termination is made pursuanttoSection 9.01 (b)(6). The Trustee and the Authority shall be entitled to rely upon an Opnion of Counsel with respect to the effect of any amendments hereto or to the Agreement and the Borravver Ncte. The Trustee may in its discretion but shal I nct be oll igated to

66 OHSUSA 7676953'Xl.7

give its written consent if such amendment, modification or termination affects the Trustee's cwn rights, duties or immunities.

(c) The Authority shall nct purchase Authority Notes from the Remarketing Agent or otherwise.

SE CTI ON 6.08. Waiver of Laws. The Authority shal I nct at any ti me insist upon or fl ead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension lctN new or at any ti me hereafter in force that may affect the ccwenants and agreements contained in this Indenture or in the Authority Notes, and all benefit or advantage of any such lctN or laws is herel:Jy expressly waived lJy the Authority to the extent permitted lJy law.

SECTION 6.09. Further Assurances. TheAuthoritywill make, execute and deliver any and al I such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to faci Ii tate the performance of this I ndenture and for the better assuring and confirming unto the Holders of the Authority N ctes of the rights and benefits prcwided in this Indenture.

SECTION 6.10. Continuing Disclosure. Pursuant to Section 5.14 of the Loan Agreement, the Borrcwer has undertaken all responsibility, upon any Conversion, for compliance with the continuing disclosure requirements promulgated under S.E.C. Rule 15c2-12, as it may from time to time hereafter be amended or supplemented ("the Rule"), if appicable, and the Authority shall have no liability to the Hdders of the Authority Notes or any other Person with respect to such disclosure matters. Nctwithstandi ng any cther prcwision of this Indenture, failure of the Borrcwer to comply with any Continuing Disclosure Agreement it enters into pursuant to the rule shall not be considered an Event of Default; hcwever, the Trustee atthewritten request of the RemarketingAgent orthe Holders of at least 25% aggregate principal annount of Outstanding Authority Notes, shall, but only to the extent indemnified to its satisfaction from and against any cost, liability or expense of any kind whatsoever related thereto, including, without limitation, reasonable fees and expenses of its attorneys and advisors and additional fees and expenses of the Trustee, or at the written request of any N ctehd der or B enefi ci al Owner of any Authority N ates may take such actions as may be necessary and appropriate, including seeking mandate or specific performance lJy court order, to cause the Borrcwer to campy with its obligations under Section 5.14 of the Loan Agreement or such Continuing Disclosure Agreement.

ARTICLE VII EVENTS OF DEFAULT AND REM EDI ES OF NOTE HOLDERS

SECTION 7.01. Events of Default; Acceleration; Waiver of Default. Each of the fdlcwing events which has occurred and is continuing shall constitute an "Event of Default" hereunder:

(a) default in the due and punctual payment of the principal of, or premium (if any) on, any Authority Note when and as the same shall become due and payable, whether at maturity as therein expressed, lJy proceedings for redemption, lJy declaration or otherwise;

(b) default in the due and punctual payment of any i nstal I ment of interest on, or the Purchase Price of, any Authority Ncte, when and as the same shal I become due and payable;

67 OHSUSA 7676953'Xl.7

( c) fai I ure 0\/ the Authority to perform or observe any other of the cavenants, agreements or conditions on its part in this Indenture or in the Authority Notes contained, and the continuation of such failure for a period of 60 days after written nctice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Authority, the Bank, and the BorrOvVer 0\/ the Trustee, orto the Authority, the Bank, the B orrOvVer and the Trustee 0\/ the H d ders of not I ess than 6CP/o in aggregate p-i nci pal amount of the Authority N ctes at the ti me Outstanding;

(cl) the occurrence and continuance of a Loan Default Event described in Section 6.1 of the Agreement;

( e) the occurrence of an event of default 0\/ the B orrcwer under any of the B orrOvVer Note;

(f) if an Alternate Letter of Credit is in effect, receipt 0\/ the Trustee of nctice from the Credit Bank that either (I) an Event of Default (as defined in the Credit Agreement) has occurred underthe Credit Agreement and directing the Trustee to accelerate the Authority Notes ( and certi fyi ng that the Credit B ank has not di rected the Trustee to give ncti ce of mandatory tender forthe Authority Notes pursuantto Section 4.06(a)(ii i)), or (11) the Credit Bank wi II not reinstate the interest portion of the Alternate Letter of Credit; or

(g) during an Index Interest Rate Period, the Trustee shall receive a written notice from the Bank that an Event of Default (as defined in the Continuing CavenantAgreement) has occurred underthe Continuing Cavenant Agreement, which notice may in addition instruct the Trustee to accelerate the Authority Nctes or cause the mandatory tender for purchase of al I of the Authority Notes.

No default specified in (c) alxNe shall constitute an Event of Default unless the Authority and the BorrOvVer shal I have failed to correct such default within the applicable period; p:avided, hOvVever, that if the default shall be such that it cannot be corrected within such period, it shall not constitute an Event of Default if corrective action is instituted 0\/ the Authority or the BorrOvVer (orthe Bank or the Credit Bank, as app ical:fo, on its behalf) within the applical:le period and diligently pursued in the sole determination of the Bank or the Credit Bank, as appicable. With regard to any alleged default concerning which nctice is given to the BorrOvVer under the p-avisions of this Section, the Borrcwer (or the Bank or the Credit Bank, as applical:le, on its behalf) shall have full authority to perform any cavenant or obligation the non-performance of which is alleged in said notice to constitute a default with full pcwer to do any and al I things and acts to the same extent that the Authority could do and perform any such things and acts.

During the continuance of an Event of Default described in (a), (b), (c), (cl), (e) or (g) alxNe, unless the principal of all the Authority Notes shall have already become due and payable, the Trustee may, and upon the written request of the Holders of not less than 6CP/o in aggregate p-i nci pal amount of the Authority Notes atthe ti me Outstanding, or upon the occurrence of an Event of Default described in (f) alxNe, the Trustee shal I, unless the Credit Bank has directed mandatory tender of the Authority Notes pursuant to Section 4.06(a)(iii), promptly upon such occurrence, 0\/ notice in writing to the Authority, the Borrcwer and the Credit Bank, declare the p-i nci pal of al I the Authority Notes then Outstanding, and the interest accrued thereon, to be due

68 OHSUSA 7676953'Xl.7

and payable imnediately, and upm any such declaratim the same shall ~cane and shall ~ immediately due and payalle, anything in this Indenture IT in theAuthITity Notescmtainedtothe contrary notwithstanding. Upm any such declaratim the Trustee shall promptly draw upon any then existing Alternate Letter of Credit in accordance with the terms thereof and appy the amount so drctNn to pay the principal of and interest on the AuthITity Notes enhanced by such Alternate Letter of Credit so decl ared to ~ due and payabl e. I nterest on the A uthITi ty Notes shal I cease to accrue as of the date of declaratim of acceleration. The Trustee shall prom[Xly notify the N ctehol ders of the date of declaration of accel erati m and the cessation of accrual of i nterest on the Authority Notes in the same manner as for a notice of redem[Xion.

The preceding paragraph, hcwever, is subject to the condition that if, at any time after the principal of the Authority Notes shall have ~en so declared due and payable, and ~fITe any judgment or decree for the payment of the moneys due shal I have ~en olXai ned or entered as hereinafter prcwided, and ~fore any Alternate Letter of Credit has ~en drawn upon in accordance with its terms and hmored, there shall have ~en deposited with the Trustee a sum sufficient to pay (with Availalle Moneys if an Alternate Letter of Credit is in effect) all the principal of the Authority Notes matured priorto such declaration and all matured installments of interest (if any) upon al I the AuthITity Notes, with interest m such averdue installments of principal as prcwided in the Agreement, and the reasonable fees and expenses of the Trustee, including reasonable fees and expenses of its attITneys, and any and all other defaults kncwn to the Trustee (other than in the payment of principal of and interest on the Authority Nctes due and payable solely by reason of such declaration) shal I have ~en made good or cured to the satisfaction of the Trustee or pravi si on deemed by the Trustee to ~ adequate shal I have ~en made therefIT, then, and in every such case, the Hdders of at least a majority in aggregate principal amount of the Authority Notes then Outstanding, by written notice to the Authority and to the Trustee, may, on ~half of the Hdders of all the Authority Nctes, rescind and annul such declaratim and its cmsequences and waive such default; prcwided the Trustee shall have received written nctice from the Credit Bank, if any, that the applicable Alternate Letter of Credit has been reinstated in full; but no such resci ssi m and annulment shal I extend to or shal I affect any subsequent default, IT shal I impair or exhaust any right or pcwer consequent therem. Notwithstanding any cther pravision of this Indenture exce[X as prcwi ded in the fol I cwi ng sentence, the Trustee may not exercise any remedy in the event of a default under Sectim 7.0l(a) (b) (cl) IT (e) hereofwithoutthewritten consent of the Bank IT the Credit Bank, as applicalle, and in the latter case so 1mg as the Alternate Letter of Credit is in effect and the Credit Bank has nct wrongfully failed to make a payment thereunder. The Trustee may exercise any and all remedies under the Indenture and the Agreement (except acceleratim) to collect any fees, expenses and indemnificatim from the BorrOvVer without obtaining the consent of the Bank IT the Credit Bank, as applicable.

SECTION 7.02. I nstitutim of Legal Proceedings By Trustee. Subject to Section 7.01 hereof, if one IT mcre of the events of default shall happen and~ continuing, the Trustee in its discretion may, and upm the written request of the Holders of 6CP/o in principal amount of the Authority Notes then Outstanding and upon ~ing indemnified to its satisfactim therefIT pursuant to Sectim 8.03(g) hereof shall, proceed to protect or enforce its rights or the rights of the Hdders of Authority Nctes underthe Act IT underthi s Indenture IT the Agreement IT the B orrOvVer Note by a suit in equity or actim at lctN, either forthe specific performance of any cavenant or agreement contained herein ortherei n, or in aid of the executi m of any pcwer herein IT therein granted, IT by mandamus or cther appropriate proceeding for the enfITcement of any

69 OHSUSA 7676953'Xl.7

cther legal or equitalle remedy as the Trustee shall deem most effectual in suprx:irt of any of its rights or duties hereunder.

SECTION 7.03. Application of RevenuesAnd Other FundsAfter Default. If an Event of Default shall occur and be continuing, all Revenues and any cther funds then held or thereafter received by the Trustee under any of the pravisions of this Indenture (subject to Sections 3.05 (relativetotheAuthority Account of the Costs of Issuance Fund), 4.07(g), 5.06, 6.06 and 11.11 hereof) shall be promptly app ied by the Trustee as follavvs and in the follavving order:

( 1) To the payment of reasonable fees and expenses of the Trustee (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its pavvers and duties under this Indenture (pravided, havvever, that no moneys in the Letter of Credit Account of the Revenue Fund or in the Purchase Fund may be used to pay such expenses);

( 2) To the payment of the pri nci pal of and i nterest then due on the Authority Notes ( upon presentation of the Authority Notes to be paid, and stampi ng thereon of the payment if only partially paid, or surrender thereof if fully paid) suqject to the pravi sions of this Indenture (including Section 6.02 hereof), as fd lavvs:

(i) Unless the principal of al I of the Authority Nctes shal I have become or have been declared due and payable,

First: To the payment to the Persons entitled thereto of all i nstal I ments of interest then due in the order of the maturity of such i nstal I ments, and, if the annount avai I able shal I not be sufficient to pay in ful I any i nstal I ment or i nstal I ments maturing on the same date, then to the payment thereof ratably, according to the announts due thereon, to the Persons entitled thereto, without any di scri mi nation or preference; and

Second: To the payment to the Persons enti tied thereto of the unpaid principal of any Authority Notes which shall have become due, whether at maturity or by call for redem[Xion, with interest on the cwerdue principal at the rate borne by the respective Authority Notes, and, if the annount available shall nct be sufficient to pay in full all the Authority Nctes, together with such interest, then to the payment thereof ratally, according to the amounts of principal due on such date to the Persons entitled thereto, without any discrimination or preference.

Thi rd: To reimburse the Credit Bank for any unrei mbursed obligations avved under the Credit Agreement, if applicalle, or to reimburse the Bank for any unreimbursed obligations under the Continuing Cavenant Agreement.

(ii) If the principal of all of the Authority Notes shal I have become or have been declared due and payable, to the payment of the principal and interest then due and unpaid upon

70 OHSUSA 7676953'Xl.7

the Authority Notes, with interest m the averdue p-i nci pal at the rate borne 0\/ the Authority N ctes, and, if the annount avai I able shal I not ~ sufficient to pay in ful I the whole annount so due and unpaid, then to the payment thereof ratably, without preference or priority of principal ewer interest, or of interest ewer p-i nci pal, or of any i nstal I ment of interest ewer any other i nstal I ment of i nterest, or of any Authority N cte aver any other Authority N cte, accordi ng to the announts due respectively for p-i nci pal and interest, to the Persms entitled thereto without any di scri rni nation or preference;

(3) To the payment of any announts avving to the Credit Bank or any cther prewider of credit under any Credit Agreement or any related documents;

p-avided, havvever, that in no event shall moneys derived frorn drctNi ngs under an Alternate Letter of Credit, moneys set aside to pay principal or interest on any particular Authority Notes(i ncluding moneys held for nm-presented Authority Notes or held under Section 10.03 hereof), or Tender Proceeds~ used to pay any of the iterns listed in clause (1) of this Section and Available Mmeys and moneys ~ing aged to ~come Available Moneys shall nct ~ used to pay any of the iterns listed in clause (1) of this Section unti I all announts have ~en paid under clause (2) of this Sectim; p-avided further that proceeds of a drctN m an Alternate Letter of Credit and Tender Proceeds shall ~ used solely to pay principal, interest, p-erni urn, or Purchase Price of the Authority Notes as ctherwi se pravi ded herein.

SECTION 7.04. Trustee to Represent Nctehdders. The Trustee is hereO)I irrevocably appointed (and the successive respective Holders of the Authority Nctes, 0\/ talking and holding the sanne, shal I ~ cmcl usively deemed to have so appointed the Trustee) as Trustee and true and lawful attorney-in-fact of the Holders of the Authority Notes for the purpose of exercising and prosecuting on their ~half such rights and remedies as rnay ~ avai I able to such H d ders underthe pravi si ms of the Authority Notes, this I ndenture, the Agreement, the B orrcwer Ncte, the Act and applicable p-avisionsof any cther law. SubjecttoSectim 7.01 hereof, upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Trustee to represent the N otehd ders, the Trustee i n its di screti on rnay, and upon the written request of the Holders of not I ess than 6CP/o in aggregate Principal A mount of the Authority Notes then Outstanding, and upm ~ing indemnified to its satisfaction therefor, shall, proceed to prctect or enforce its rights or the rights of such Hdders 0\/ such app-opriate actim, suit, rnandarnus or cther p-oceedi ngs as it shal I deern most effectual to prctect and enforce any such right, at I ctN or in equity, either for the specific performance of any cavenant or agreement cmtained herein, or in aid of the execution of any pavver herei n granted, or for the enforcement of any other approp-i ate legal or equitable right or remedy vested in the Trustee or in such Holders underthi s Indenture, the Agreement, the Act or any other lctN; and upon instituting such proceeding, the Trustee shall ~ entitled, as a matter of right, to the appointment of a receiver of the Revenues and other assets fl edged under this I ndenture, pending such proceedings. A 11 rights of action under this I ndenture or the Authority N ctes or ctherwi se rnay ~ prosecuted and enforced 0\/ the Trustee with out the possession of any of the Authority Notes or the production thereof i n any proceedi ng rel ati ng thereto, and any such suit, action or p-oceeding instituted 0\/ the Trustee shall ~ brought in the nanne of the Trustee for the ~nefit and protection of all the Hdders of such Authority Nctes, subject to the p-avisions of this Indenture (including Section 6.02 hereof).

71 OHSUSA 7676953'Xl.7

SECTION 7.05. Ncteholders' Direction of Proceedings. Anything in this Indenture to the contrary notwithstanding, rut subject to Section 8.03(g), the Hdders of 6CP/o in aggregate p-incipal amount of the Authority Notes then Outstanding shall have the right, 0\/ an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the method of conducting al I remedial proceedings taken 0\/ the Trustee hereunder, pravi ded that such direction shal I nct be otherwise than in accordance with I aw and the p-avi si ons of this I ndenture, and that the Trustee shal I have the right to decline to fd I o.,v any such direction which in the op ni on of the Trustee would be unjustly p-ejudicial to Noteholders nct parties to such direction or for which it has nct been pravided adequate indemnity.

SECTION 7.06. Limitation on Notehdders' Right to Sue. Subject to Section 7.07 hereof, no Holder of any Authority Note shall have the right to institute any suit, action or proceeding at law or in equity, for the p-otection or enforcement of any right or remedy under this Indenture, the Agreement, the Act or any cther applicable law with respect to such Authority Ncte, unless (1) such Hdder shall have given to the Trustee written notice of the occurrence of an Event of Default; (2) the Hdders of not less than 6CP/o in aggregate p-incipal amount of the Authority Nctes then Outstanding shal I have made written request upon the Trustee to exercise the po,vers herei nbefore granted or to institute such suit, action or p-oceedi ng in its cwn name; (3) suqject to Section 8.03(g) hereof, such Holder or said Holders shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (4) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shal I have been received 0\/, and said tender of indemnity shal I have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are hereO)I declared, in every case, to be conditions p-ecedent to the exercise 0\/ any Hdder of Authority Nctesof any remedy hereunder or under law; it being understood and intended that no one or more Hdders of Authority Notes shall have any right in any manner whatever 0\/ such Holders' action to affect, disturb or prejudice the security of this Indenture or the rights of any other Holders of Authority Nctes, or to enforce any right under this Indenture, the Agreement, the Act or other applicable lctvV with respect to the Authority Notes, except in the manner herein prCNided, and that all proceedings at lctvV or in equity to enforce any such right shall be instituted, had and maintained in the manner herein prCNided and forthe benefit and p-otection of all Holders of the Outstanding Authority Notes, subject to the prCNisions of this Indenture (including Section 6.02 hereof).

SECTION 7.07. AbsoluteObligationofAuthority. NothinginSection7.06 or in any cther p-avi si on of this I ndenture, or in the Authority Notes, contained shal I affect or impairthe obligation of the Authority, which is absdute and unconditional, to pay the principal of and interest on the Authority Notes to the respective Holders of the Authority Notes at their respective dates of maturity, or upon call for redem[Xion, as herein pravided, but only out of the Revenues and cther assets herein pl edged therefor, or affect or impair the right of such H d ders, which is also absolute and unconditional, to enforce such payment 0\/ virtue of the contract embodied in the Authority Notes.

SECTION 7.08. Termination of Proceedings. In case any proceedings taken 0\/ the Trustee or any one or more Notehdders on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the

72 OHSUSA 7676953'Xl.7

Trustee orthe Ncteholders, then in every such case the Authority, the Bank orthe Credit Bank, as applicable, the Trustee and the Notehdders, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all ri ghts, remedi es, pavvers and duti es of the Authority, the B ank or the Credit B ank, as app i cable, the Trustee and the N otehd ders shal I continue as though no such proceedings had been talk en.

SECTION 7.09. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee, the Credit Bank, if any, or to the Holders of the Authority Nctes is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or new or hereafter existing at I aw or in equity or ctherwi se.

SECTION 7.10. No Waiver of Default. No delay or orrission of the Trustee orof any Holder of the Authority Nctes to exercise any right or pcwer arising upon the occurrence of any default shal I impair any such right or pavver or shal I be construed to be a waiver of any such default or an acquiescence therein; and every pavver and remedy given by this Indenture to the Trustee or to the Holders of the Authority Nctes may be exercised from time to time and as often as may be deemed expedient.

SECTION 7.11. ConsenttoDefaults. NotwithstandinganyotherprCNisions of this Article VI I, and suqject to Section 8.03(g) hereof, so long as an Alternate Letter of Credit is in effect and the related Credit Bank is not continuing wrongfully to dishonor drawings under such Alternate Letter of Credit, no Event of Default shall be declared pursuantto Section 7.01 (a), (b), (cl) or (e) hereof (except in a case resulting from the failure of the Borrcwerto pay the Trustee's fees and expenses or to indemnify the Trustee), nor any remedies exercised with respect to any Event of Default otherthan an Event of Default declared pursuant to Section 7.0l(f) hereof by the Trustee or by the Noteholders (except in a case resulting from the failure of the Borrcwer to pay the Trustee's fees and expenses or to indemnify the Trustee) and no Event of Default under this Indenture shal I be waived by the Trustee or the N otehd ders to the extent they may otherwise be permitted hereunder, without, in any case, the prior written consent of the Credit Bank. So long as any Alternate Letter of Credit is in pace and the Credit Bank is not continuing wrongfully to dishonor drawings under any Alternate Letter of Credit, no Event of Default can be waived, in any circumstance, unless the Trustee has received written nctice from the Credit Bank that the Alternate Letter of Credit, if any, has been fully reinstated and is in full force and effect and that the notice from the Credit Bank declaring an Event of Default (as defined under the Credit Agreement) underthe Credit Agreement has been rescinded by the Credit Bank. Ncthi ng in this secti on shal I be deemed to I i mi t i n any respect the ri ght of the Authority to enforce or waive any of its R etai ned R i ghts under the Loan Agreement.

ARTICLE VIII THE TRUSTEE,THE PAYINGAGENT,THE NOTE REGISTRAR,

THE TENDER AGENT,AND THE REMARKETI NG AGENT

SECTION 8.01. Duties, Immunities and Liabilities of Trustee. (a) The Trustee and the Registrar shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of

73 OHSUSA 7676953'Xl.7

Default (which has nct been cured IT waived), exercise such of the rights and pcwers vested in it by this I ndenture, and use the sanne degree of care and ski 11 in their exercise, as prudent persons would exercise IT use under the circumstances in the conduct of their cwn affairs. N ctwithstandi ng any cther pravi sion of this Indenture, the Trustee shall perform all duties required of it hereunder.

No prcwision of this Indenture shall be construed to relieve the Trustee or the Registrar from I iab lity fIT its cwn negligent action or its cwn negligent failure to act, except that:

(b) Priorto such an Event of Default hereunder and after the curing of all Events of Default which may have occurred,

( 1) the duties and oll i gati ons of the Trustee and the Registrar, as the case may be, shall be determined solely by the express pravisions of this Indenture, the Trustee and Registrar, as the case may be, shal I not be Ii able exce[X for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied cavenants or obi i gati ons shal I be read into this I ndenture against the Trustee and the Registrar, as the case may be; and

(2) in the absence of bad faith on the part of the Trustee orthe Registrar, as the case may be, the Trustee or Registrar, as the case may be, may conclusively rely, as to the truth of the statements and the correctness of the op ni ons expressed therein, upon any certificate or opinion furnished to the Trustee or the Registrar, as the case may be, conforming to the requirements of this I ndenture; but in the case of any such certificate or opinion which by any prcwision hereof is specifically required to be furnished to the Trustee or the Registrar, as the case may be, the Trustee or Registrar, as the case may be, shal I be under a duty to examine the sanne to determine whether IT nct it conforms to the requirements of this Indenture; and

(c) At all times, regardless of whether or nct any Event of Default shall exist,

( 1) the Trustee and the Registrar shal I not be Ii able for any error of judgment made in good faith by a responsible officer, directIT or employee of the Trustee IT the Registrar unless it shall be praved that the Trustee orthe Registrar, as the case may be, was negligent in ascertaining the pertinent facts;

(2) neitherthe Trustee northe Registrar shall be liable with respect to any action talken or omitted to be talken by it in good faith in accordance with the direction of the Hdders of not less than a majority, IT such larger percentage as may be required hereunder, in aggregate principal amount of the Authority Notes at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy avai I all e to the Trustee IT Registrar, or exercising any trust or pcwer conferred upon the Trustee or the Registrar under this Indenture.

None of the pravisions contained in this Indenture shall require the Trustee or Registrar to expend or risk their cwn funds or otherwise incur individual financial Ii abi Ii ty in the perfITmance of any of their duties or in the exercise of any of their rights or pcwers other than to notify the A uthITi ty that they intend to talke no particular action IT to notify the N ctehol ders that theywi II talke no action, if adequate indemnity against such risk or liability is not assured to them.

74 OHSUSA 7676953'Xl.7

A 11 i ndemni fi cations and rel eases from Ii abi Ii ty granted herein to the Trustee shal I extend to the di rectors, offi cers, employees and agents of the Trustee.

(cl) The Authority may remave the Trustee at any time upon its cwn decision or upon Request of the B orrcwer, and shal I remcwe the Trustee if at any ti me requested to do so by an instrument or concurrent instruments in writing signed by the Holders of nct less than a rrajority in aggregate principal amount of the Authority Nctes then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with subsection (E) of this Section, or shall become incapable of acting, or shall be adjudged bankru[X or insolvent, or a receiver of the Trustee or its property shal I be appointed, or any public officer shall talke control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written nctice of such remaval to the Trustee, and thereupon shall appoint, with the consent of the Bank or the Credit Bank, as applicable, a successor Trustee by an instrument in writing.

(e) The Trustee may at any time resign by giving written notice of such resignation to the Authority, the Borrcwer and the Bank orthe Credit Bank, as applicable and by giving the N otehol ders notice of such resignation by mai I at the addresses shewn on the registration books maintained by the Trustee. Upon receiving such notice of resignation, the Authority shall prom[Xly appoint, with the consent of the Bank or the Credit Bank, as applicable, a successor Trustee by an instrument in writing. The Trustee shall not be relieved of its duties until such successor Trustee has acce[Xed appointment.

(f) Any rerruval or resignation of the Trustee pursuant to (b) or (c) alxNe and appointment of a successor Trustee shal I become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shal I have been appointed and have accepted appointment within 45 days of giving notice of remaval or notice of resignation as aforesaid, the resigning Trustee or any Noteholder (on behalf of itself and all cther Ncteholders) may petition any court of competentj uri sdi cti on forthe appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acce[Xance of such appointment by executing and delivering to the Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shal I become vested with al I the moneys, estates, properties, rights, pavvers, trusts, duties and obi i gati ons of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Request of the Authority or the request of the successor Trustee, such predecessor Trustee shal I execute and deliver any and al I instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesti ng i n and confi rmi ng to such successor Trustee al I the ri ght, ti tie and i nterest of such predecessor Trustee in and to any property held by it under this I ndenture and shal I pay aver, transfer, assign and deliver to the successor Trustee any money or cther property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, pavvers, trusts, duties and obi i gati ons. Upon acceptance of appointment by a successor Trustee as prcwi ded in this subsection, the successor Trustee shal I mai I a notice of the succession of such Trustee to the trusts hereunder to each Rating Agency which is then rating the Authority

75 OHSUSA 7676953'Xl.7

N ctes, to the N otehd ders at the addresses shewn on the registration books maintained by the Trustee, and to the Bank, if any and the Credit Bank, if any.

(g) Any Trustee appointed underthe pravi sions of this Section in succession to the Trustee shal I be a trust company, association, corporation or bank having the pcwers of a trust company which either (i) has a combned capital and surplus of at least fifty million dollars ($50,CXX),CXX)), and is subject to supervision or examination by federal or state authority or (ii) is a wholly--cwned subsidiary of a bank, association, trust company, corporation or bank holding company meeting, on an aggregate basis, the tests set out in clause (i). If such bank, association, bank holding company, corporation or trust company publishes a report of condition at least annually, pursuant to I "iNv or to the requirements of any supervising or examining authority abave referred to, then for the purpose of this subsection the combined cap tal and surplus of such bank, association, bank hdding company, corporation or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any ti me the Trustee shal I cease to be eligible in accordance with the pravi si ons of this subsection (E), the Trustee shall resign immediately in the manner and with the effect specified in thi s Section.

(h) The Trustee is nct responsible for effecting, maintaining or renewing any policies of insurance of the B orrcwer or for any representations regarding the sufficiency of any policy of insurance of the B orrcwer and shal I not be responsible for monitoring or reviewing any policy of insurance of the BorrOvVer or be obligated to file claims or proofs of loss in the case of insurance or to pay taxes or assessments.

(i) The Trustee is nct responsible for filing financing or continuation statements.

U) Suqject to the pravisions of Sections 5.CXi and 10.03 hereof, all moneys received by the Trustee and the Tender Agent shall, until used or applied as herein prCNided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except dr"iNvs on any Alternate Letter of Credit, all Available Moneys, all Tender Proceeds, al I moneys being aged to become A vai I able Moneys, and otherwise except to the extent required by l"iNv or by this Indenture. The Trustee and the Tender Agent shall be under no liability for interest on any moneys received by them hereunder except such as it may agree with the Authority to pay thereon. Any interest al I OvVed on any such moneys shal I be deposited in the fund or account to which such moneys are credited. Any moneys held by the Trustee orthe Tender Agent may be deposited by it in its banking department and invested as pravided herein.

(k) The Trustee agrees to accept and act upon instructions or directions pursuant tothi s Indenture orthe Loan Agreement sent by unsecured e-mai I, facsimile transmission or cther si mi I ar unsecured electronic methods, pravi ded, hcwever, that: ( 1) subsequent to such facsi mi I e transmission of written instructions or directions the Trustee shall forthwith receive the originally executed instructions or directions, (2) such originally executed instructions or directions shal I be signed by a person as may be designated and authorized to sign for the party signing such instructions or directions, and (3) the Trustee shal I have received a current incumbency certificate listing persons designated to give such instructions or directions and containing the specimen signature of such designated persons, which such incumbency certificate shal I be amended and

76 OHSUSA 7676953'Xl.7

replaced whenever a person is to be added or deleted from the Ii sting. If the B orrOvVer elects to give the Trustee e-mai I or facsi mi I e instructions ( or instructions by a si mi I ar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall nct be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions nctwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Borrcwer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions 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. Instructions or directions executed by an Authorized Representative of the Bank orthe Credit Bank, as appl ical:l e, orthe B orrcwer shal I be deemed to be in compliance with clauses (1) and (2) of this paragraph.

SECTION 8.02. Merger, Consolidation or Sale of Trust Business. 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 con sol i dati on to which it shal I be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, pravi ded such company shal I be el i gi bl e under subsection ( e) of Section 8. 01, shal I be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary nctwithstanding, pravided that the Trustee shall prCNide at least 30 days' prior notice to the BorrOvVer, the Authority, the Bank, if any and the Credit Bank, if any, of any such transaction.

SECTION 8.03. Liability of Trustee. (a) The recitals of facts herein and in the Authority Nctes contained shall be taken as statements of the Authority, and the Trustee shall assume no responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of this Indenture or of the Authority Notes. In addition, the Trustee shall assume no responsibility with respect to this Indenture or the Authority Notes cther than in connection with the duties or obligations assigned to or imposed upon the Trustee herein or in the Authority Notes. The Trustee shall, hcwever, be responsible for its representations contained in its certificate of authentication on the Authority Notes. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its cwn negligence or willful rrisconduct. The Trustee may become the Holder of Authority Notes with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Ncteholders, whether or not such committee shall representthe Hdders of a majority in principal amount of the Authority Notes then Outstanding.

The Trustee may execute any of the trusts or pcwers set forth herein and perform the duties required of it hereunder by or through attorneys, agents, or receivers and shall be entitled to the advice of counsel concerning al I matters of trusts and its duties herein.

(b) The Trustee shal I not be liable for any error of judgment made in good faith by a responsible officer, director or employee unless it shall be praved that the Trustee was negligent in ascertaining the pertinent facts.

77 OHSUSA 7676953'Xl.7

(c) The Trustee shall not~ liable with respect to any action or inaction taken or omitted to ~taken 0\/ it in good faith in accordance with the direction of the Hddersof not less than a majority in aggregate principal amount of the Authority Notes at the time Outstanding, or such I arger percentage as may ~ required, hereunder, relating to the ti me, method and fl ace of conducting any proceeding for any remedy avai I able to the Trustee, or exercising any trust or pcwer conferred upon the Trustee under this Indenture.

( cl) The Trustee shal I ~ under no oll i gati on to exercise any of the rights or pcwers vested in it 0\/ this Indenture at the request, order or direction of any of the Noteholders pursuant to the prcwi si ons of this Indenture uni ess such N otehol ders shal I have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may~ incurred therein or thereO)I.

( e) The Trustee shal I nct ~ Ii able for any action or inaction taken 0\/ it in good faith and ~lieved 0\/ it to~ authorized orwithi n the discretion or rights or pcwers conferred upon it 0\/ this Indenture.

(f) The Trustee shal I not~ deemed to have knavvledge of any default or Event of Default hereunder unless and unti I it shal I have actual kncwl edge thereof, or shal I have received written nctice thereof, at its Corporate Trust Office. Exce[X as otherwise expressly pravided herein, the Trustee shal I not ~ bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, cavenants or agreements herein or of any of the documents executed in connection with the Authority Notes, or as to the existence of a default or Event of Default thereunder. The Trustee shal I nct ~ responsible for the validity or effectiveness of any col I ateral given to or held 0\/ it.

(g) No pravision of this Indenture shall require the Trustee to expend or risk its cwn funds or ctherwise incur any financial liablity in the performance of any of its duties hereunder, or in the exercise of its rights or pcwers, other than to nctifytheAuthority that it intends to take no particular action orto notify the Nctehdders that it will take no action, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee shall, hcwever, in any case, make drctNings under any Alternate Letter of Credit, pay principal and Purchase Price of and premium, if any, or interest on the Authority Notes as it ~comes due and accelerate the Authority Notes as required 0\/ the Indenture, nctwithstanding anything to the contrary herein.

(h) The Trustee shall have no responsibility, opinion or liabil itywith respect to any information statement or recital found in any disclosure material, prepared or distributed with respect to the issuance of the Authority N ctes, except for information pravi ded 0\/ the Trustee.

SECTION 8.04. Right of Trustee to Rely on Documents. The Trustee shall ~ protected, absent its avvn negligence or willful misconduct, in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, ncte or other paper or document ~lieved 0\/ itto ~ genuine and to have ~en signed or presented O)lthe proper party or parties; in particular, the Trustee shal I ~ entitled to rely upon a Certificate of the Borravver to the effect that no Act of Bankru[Xcy has occurred. The Trustee may consult with counsel, who may~ counsel of or to the Authority or the Borravver, with regard to legal questions, and the opnion of such

78 OHSUSA 7676953'Xl.7

counsel shal I be ful I and compete authITi zati on and r:;rotecti on in respect of any action taken IT suffered 0\/ it hereunder in good faith and in accITdance therewith.

The Trustee shall not be bound to recognize any Person as the Holder of an Authority Note unless and until such AuthITity Note is sul:mitted for inspection, if required, and its ti tie thereto i s sati sfactori I y establ i shed, if di sp.Jted.

Whenever in the admi ni strati on of the trusts imposed upon it 0\/ this Indenture the Trustee shall deem it necessary IT desirable that a matter be praved or established prior to taking IT suffering any action hereunder, such matter ( uni ess other evidence in respect thereof be herein specifically p-escribed) may be deemed to be conclusively praved and established 0\/ a Certificate of the AuthITity, and such Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the p-avisions of this Indenture in reliance upon such Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable.

SECTION 8.05. Preservation and Inspection of Documents. All documents received 0\/ the Trustee underthe pravisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times to the inspection of the AuthITity, any Ncteholder, the Bank, if any, and the Credit Bank, if any, and their agents and representatives duly authITized in writing, at reasonable hours and under reasonable conditions.

SECTION 8.06. Compensation and Indemnification. The BorrOvVer has agreed in the Loan Agreement to pay to the Trustee, the Tender Agent, the Paying Agent and the Registrar (solely from Additional Payments) from time to time reasonable compensation for all services rendered under this I ndenture, and al so al I reasonable expenses, charges, I egal and consulting fees and other disbursements and those of its attITneys, agents and employees, incurred in and about the perfITmance of its pOvVers and duties under this I ndenture, and the Trustee shal I have a Ii en therefor on any and al I funds ( exce[X the R eba.te Fund, the moneys held for particular Authority Notes (including non--p-esented AuthITity Notes), any moneys derived from any Alternate Letter of Credit, Tender Proceeds, Available Moneys, moneys being aged to become Available Moneys, and moneys held pursuantto Section 10.03) at any time held 0\/ it underthis Indenture which Ii en shal I be prior and superior to the Ii en of the H d ders of the Authority Notes. The BorrOvVer has further agreed in the Loan Agreement to indemnify and save the Trustee, the Tender Agent, the Paying Agent and the Registrar, harmless against any losses, expenses and Ii abi Ii ti es which they may incur arising out of or in the exercise and performance of its pcwers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding liabilities which are due to the negligence IT willful default of the indemnified party. The obligations of the BorrOvVer under this Section shall survive resignation or remaval of the Trustee, the Tender Agent, the Paying Agent and the Registrar under this Indenture and payment of the Authority N ctes and discharge of this Indenture.

SE CTI ON 8.07. Paying Agent. The Authority, with the written app-aval of the Trustee and the Bank or the Credit Bank, as applicable, may appoint and at all times have a Paying Agent in such cities as theAuthITity deems desirable, for the payment of the principal of, and the interest (and premium, if any) on, the Authority Notes. It shall be the duty of the Trustee to make such credit arrangements with such Paying Agent as may be necessary to assure, to the

79 OHSUSA 7676953'Xl.7

extent of the moneys held 0\/ the Trustee for such payment, the prom[X payment of the principal of, and interest (and premium, if any) on, the Authority Notes presented at either place of payment. The Trustee wil I not be responsi lle for the failure of the Credit Bank or any cther party to make funds availalle to the Trustee or Paying Agent. The Trustee is the initial Paying Agent. If the Paying Agent is any entity other than the Trustee, (i) the Paying Agent may not hold any such funds and (ii) the Payi ngAgent shall be suqject to the same standards and qualifications applicalle to the Trustee as set forth in this I ndenture.

SECTION 8.08. Nctices to the Authority. Unless waived in writing, in whole or in part, 0\/ the Authority, in its sole discretion, the Trustee shall pravide the Authority, the Bank, if any, and any Credit Bank with the fdlavving: On or beforeJ anuary 15 of each year, commencingJ anuary 15, 2019, during which any of the Authority Notes are Outstanding, or upon any significant change that occurs which would adversely impact the Trustee's ablity to perform its duties under the Indenture, a written disclosure of any such change, or if appicable, of any conflicts that the Trustee may have as a result of other business dealings between the Trustee and the Borravver. The Trustee may rely on a Certificate of the Borravver delivered pursuantto Section 5.1 l(l)(d) of the Agreement to the extent of the information required in such certificate for purposes of this suq:iaragraph (a). If there are no such instances of a significant change, or of a conflict existing, then a statement to that effect shal I be prcwi ded on such date;

(b) If there is a fai I ure to pay any amount of principal or, Purchase Price of, or premium, if any, or interest on any Authority Nctewhen due; or if there is a failure of the Borrcwer to prcwide any notice, certification or report specified in Section 5.11 of the Agreement; or if there is an occurrence of an Event of Default hereunder, of which the Trustee has knavvledge, the Trustee shall pravide written notice to the Authority within five Business Days of receipt of nctice of its occurrence and such notice shal I include a statement setting forth the steps the Trustee is taking to remedy such fai I ure or Event of Default, as applicable; and

(c) As of June 30 and December 31 of each year, commencingJ une 30, 2018, a Trustee Audit Letter, in the form of Exhibit B attached hereto, which shall be received no later thanJ uly 15 or January 15 next follcwing each suchJ une 30 or December 31, as the case may be.

SECTION 8.09. Nctices to Parties. The Trustee shall prcwide any Rating Agency, any Credit Bank and the Bank, if any, with a copy to the Borravver, with written nctice upon the occurrence of: (i) the exp ration, termination or extension of any Alternate Letter of Credit; (ii) the discharge of liability on the Authority Notes pursuant to Section 10.02 hereof; (iii) the resignation or remaval of the Trustee, Tender Agent, or Remarketing Agent; (iv) acce[Xance of appointment as successor Trustee, Tender Agent, or Remarketing Agent hereunder; (v) the redemption of all Authority Nctes; (vi) Conversion toa mw Interest Rate Period or to an Interest Rate Period nct enhanced 0\/ an Alternate Letter of Credit; (vii) a material change in the Indenture, the Loan Agreement, the Credit Agreement (upon receipt of such notice from the Credit Bank) or an Alternate Letter of Credit; and (viii) when the Authority Notes are no longer Outstanding. The Trustee shall also notify any Rating Agency then rating any Authority Notes of any changes to any of the documents to which the Trustee is a party, upon its receipt of notification of any such changes.

80 OHSUSA 7676953'Xl.7

SECTION 8.10. Duties of Remarketing Agent. The Authority, with the advice of the BorrOvVer, shall ap[X)i nt the Remarketi ng Agent for the Authority Nctes prior to the commencement of any Interest Rate Period otherthan an Index Interest Rate Period, subject to the conditions set forth in Section 8. 11 hereof. The RemarketingAgent shal I designate to the Trustee its principal office and signify its acceptance of the duties and obligations imposed on it hereunder by a written instrument of acceptance delivered to the Authority and the Trustee under which the R emarketi ng A gent wi 11 agree to perform the obi i gati ons of the R emarketi ng Agent set forth herein and under which the Remarketing Agent will agree to keep such books and records as shall be consistent with prudent industry practice and to malke such books and records avai I able for inspection by the Authority, the Trustee, the Credit Bank and the BorrOvVer at al I reasonable ti mes. The Remarketi ng Agent shal I set the interest rates on the Authority Nctes and perform the other duties prCNided for in Section 2.03 (c), (cl) and (f) and shall remarketAuthority Notes as prCNided in Section 4. 07 hereof. There may be separate R emarketi ng A gents forthese two functions. The RemarketingAgent shall hold all moneys delivered to it in trust in non-commingled funds for the benefit of the Person which shall have so delivered such moneys until such moneys are paid to the Trustee as prCNi ded herein. The R emarketi ng Agent may for its OvVn account or as broker or agent for cthers deal in Authority Notes and may do anything any cther Holder may do to the same extent as if the RemarketingAgentwere not serving as such.

SECTION 8.11. EligibilityofRemarketingAgent; Replacement. (a)Any R emarketi ng A gent shal I be a bank, trust company or member of the Financial I ndustry Regulatory Authority ("FINRA") organized and ddng business under the laws of the United States or any state orthe District of Cdumbiaand shall be on the State Treasurer's Ii st of underwriters apprCNed for negotiated offerings pursuant to California Gavernment Code Section 5703.

(b) The Remarketing Agent may resign at any time by written notice to the Authority, the Trustee, the Tender Agent, the Borrcwer and the Credit Bank at least 45 days before the effective date of such resignation and the BorrOvVer, with the consent of the Authority and the Credit Bank, shall appoint a successor by notifying the Trustee, the Tender Agent and the Credit Bank. The Authority orthe B orrcwer may remave the Remarketi ng Agent and the B orrcwer, with the consent of the Authority and the Credit Bank, shall appoint a successor by notifying the R emarketi ng Agent, the Credit Bank, the Trustee and the Tender Agent. No resignation or remaval shal I be effective unti I the successor has delivered an acceptance of its appd ntment to the Trustee.

(c) If any Alternate Letter of Credit is terminated for any reason, or an Event of Default under this Indenture occurs, the Remarketing Agent shall have the right to resign immediately.

(cl) The ap[X)intment of any Remarketing Agent pursuant to this Section 8.11 shall terminate (subject to renewal by the BorrOvVer, with the consent of the Authority and the Credit Bank, or replacement by a successor RemarketingAgent as pravided in this Section) fifteen days prior to the commencement of any Term I nterest Rate Period of three years or I anger duration for which such R emarketi ng A gent was ap[X)i nted.

(e) If the Remarketing Agent consdidates with, merges or converts into, or transfers all or substantially all its assets (or, in the case of a bank or trust corrxiration, its corporate

81 OHSUSA 7676953'Xl.7

trust assets) to another entity, the resulting, surviving ortransferee entity, if ctherwise eligible to serve hereunder, without any further act shal I be the successor Remarketi ng Agent.

SECTION 8.12. Compensation of RemarketingAgent. The Remarketing Agent shall not be entitled to any compensation from the Authority orthe Trustee but, rather, shall make separate arrangements with the BorrOvVer for its compensation.

SECTION 8.13. Appdntment and Duties of Tender Agent. The Authority hereby ap[X)ints the Trustee as initial Tender Agent, prCNided that if, during any Weekly Interest Rate Period or Term Interest Rate Period, the Authority Notes are not Book-Entry Notes, the Authority, with the advice of the BorrOvVer, shall appoint a successor Tender Agent, subject to the conditions of Section 8.14 hereof. Any successor Tender Agent shall designate its Corporate Trust Office and signify its accep:ance of all of the duties and obligations i mrx:ised upon it hereunder by a written instrument of accep:ance delivered to the Authority, the Trustee, the Bank, if any, the Credit Bank, if any, and the Remarketing Agent. The Tender Agent shall perform the duties pravi ded for in this I ndenture and in exercising such duties shal I be subject to the same standards and entitled to the same rights and immunities applicabletothe Trustee as set forth in this Indenture and shal I nct be Ii able for any action or omission to act except for negligence orwi 11 ful misconduct. Nctwithstanding any pravision in this Indenture to the contrary, the Tender Agent shall nct be responsible for any misconduct or negligence on the part of any agent, corresrx:indent, attorney or receiver ap[X)i nted with due care by it hereunder. If the Tender Agent is any entity cther than the Trustee, the Tender Agent shall be subject to the same standards applicable to the Trustee as set forth in this Indenture.

SECTION 8.14. Eligibility of Tender Agent; Replacement. The Tender Agent and any successor to the Tender Agent shall be a bank, association, corrxiration or trust company organized and doing business under the I ctNs of the United States or any state and shal I either (i) have a combined capital and surplus of at least fifty mil lion dollars $50,CXX),CXX), and be subject to supervision or examination by federal or state authority or (ii) be a whd ly--o.,vned subsidiary of a bank, association, trust company or bank holding company meeting, on an aggregate basis, the tests set out in clause (i). If such bank, association, corporation or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or exani ni ng authority abave referred to, then for the purpose of this subsection the combined capital and surplus of such bank, association, corporation or trust company shal I be deemed to be its combined captal and surplus as set forth in its most recent report of condition so published. At all times when the Authority Notes are not Book-Entry Notes the Tender Agent shall have an office or agency for servicing the Authority Notes in Nevv York, Nevv York. The Tender Agent or the bank, association, trust company or bank holding company of which the Tender Agent is a wholly--OvVned subsidiary shall have a rating of at least Moody's" Baa3JP-3" or Fitch "BBB-/f3" or an equivalent rating from another Rating Agency, or be appraved by the Rating Agency.

The Tender Agent may resign by nctifying the Authority, the Trustee, the Bank, if any, the Credit Bank, if any, the Remarketing Agent and the Notehdders at least 30 days before the effective date of such resignation. The Authority may remave the Tender Agent at any time upon its cwn decision or, upon Request of the BorrOvVer or the Trustee, and shall remave the Tender Agent if at any time requested to do so by an instrument or concurrent instruments in

82 OHSUSA 7676953'Xl.7

writing signed by the Holders of nct less than a majority in aggregate principal amount of the Authority Notes then Outstanding (ortheir attorneys duly authorized in writing) or if at any time the Tender Agent shall cease to be eligible in accordance with this Section 8.14, or shall become incapable of acting, or shal I be adjudged bankru[X or insolvent, or a receiver of the Tender A gent or its property shal I be appointed, or any public officer shal I take control or charge of the Tender Agent or of its property or affairs forthe purpose of rehabilitation, conservation or I iquidation, in each case by giving written nctice of such rernaval to the Tender Agent, the Rernarketing Agent, the Borrcwer, the Bank, if any, and the Credit Bank, if any, and thereupon shall appoint, with the consent of the B orrcwer and the Bank or the Credit Bank, as applicable, a successor Tender A gent by an instrument in writing. No resignation or rernaval shall be effective until the successor has delivered an acce[Xance of its appointment to the Trustee and the predecessor Tender Agent; pravided that if no successor has been appointed and accepted the appointment within 45 days of giving nctice, the resigning Tender Agent, the Borrcwer or any Noteholder rnay petition any court of cornpetentjuri sdiction for the appointment of a successor and the court rnay so appoint.

In the event of the resignation or rernaval of the Tender Agent, such Tender Agent shall pay aver, assign and deliver any moneys held by it as Tender Agent to its successor, or if there is no successor, to the Trustee. In the event that for any reason there shal I be a vacancy in the office of Tender Agent, the Trustee shall act as such Tender Agent to the extent it has operati anal capacity to perform such tasks.

SECTION 8.15. Compensation of Tender Agent. The Tender Agent shall not be enti tied to any compensation from the Authority, the R ernarketi ng A gent orthe Trustee but, rather, shall only be entitled to compensation frorn the Borrcwer. The Borrcwer shall transmit al I payment of fees to the Trustee who shal I, in turn, rnake payment to the Tender Agent.

SECTION 8.16. Appdntrnent and Duties of Note Registrar. The Authority hereby designates the Trustee as initial Ncte Registrar, pravided that the Tender Agent shal I act as co-N cte R egi strar with respect to Authority Notes tendered pursuantto S ecti on 2. 04( a) or (b) or 4.06 hereof.

The Note Registrar shall nct be entitled to any compensation frorn the Authority, the Rernarketi ng Agent, or the Trustee but, rather, shall only be entitled to compensation frorn the Borrcwer.

SECTION 8.17. Eligibility of Note Registrar. A Ncte Registrar appointed pursuant to this I ndenture shal I be a corporation or association organized and doing business under the laws of the United States or any state or the District of Columbia, subject to supervision or examination by federal or state authority and shall either (i) have a combined capital and surplus of at least fifty rni Ilion dd lars $50,CXX),CXX)and be subject to supervision or examination by federal or state authority, or (ii) be a whdly--oNned subsidiary of a bank, association, trust company or bank holding company meeting, on an aggregate basis, the tests set out in clause (i). If such bank, association, corporati on or trust company publ i shes a report of con di ti on at I east annual I y, pursuant to I aw or to the requi rernents of any supervising or examining authority abave referred to, then for the purpose of this subsection the combined cap tal and surplus of such bank, association or trust company shal I be deemed to be its combined capital and surplus as set forth in its rnost recent report of condition so pullished. The Note Registrar or the bank, association, trust company or

83 OHSUSA 7676953'Xl.7

bank hdding canpany of which the Ncte Registrar is a wholly---avvned subsidiary shall have a rating of at least Moody's "Baa3f-3" or Fitch "BB B-f3" or an equivalent rating fran another Rating Agency, or be app-aved by the Rating Agency.

SECTION 8.18. Ncte Registrar's Performance of Duties. The Note Registrar shal I perform the duties pravi ded for in this I ndenture and in exercising such duties shal I be subject to the same standards and entitled to the same rights and immunities applical:le to the Trustee as set forth in this I ndenture and shal I not be Ii able for any action or omission to act exce[X for negligence or wi 11 ful misconduct.

SECTION 8.19. Replacement of Note Registrar. The Ncte Registrar may resign by notifying the Authority, the Trustee, the Bank, if any, the Credit Bank, if any, the Remarketing Agent and the Notehdders at least 30 days before the effective date of such resignation. The Authority may remave the N cte Registrar at any ti me upon its cwn decision or upon Request of the B orrcwer orthe Trustee, and shal I remave the Note Registrar if at any ti me requested to do so by an instrument or concurrent instruments in writing signed by the H d ders of not less than a majority in aggregate principal amount of the Authority Nctes then Outstanding (or their attorneys duly authorized in writing) or if at any time the Ncte Registrar shall cease to be eligible in accordance with Section 8.17, or shall become incapable of acting, or shall be adjudged bankru[X or i nsdvent, or a receiver of the N cte Registrar or its property shal I be appointed, or any public officer shall talke control or charge of the Note Registrar or of its property or affairs forthe purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such remaval to the Note Registrar, the Remarketing Agent, the Borrcwer, the Bank, if any, and the Credit Bank, if any and thereupon shal I appoint, with the consent of the Borrcwer and the Bank or the Credit Bank, as applicable, a successor Ncte Registrar by an instrument in writing. No resignation or remaval shall be effective until the successor has delivered an acceptance of its appointment to the Trustee and the predecessor N cte Registrar.

In the event of the resignation or remaval of the Note Registrar, such Note Registrar shall pay aver, assign and deliver any moneys held by it as Note Registrar to its successor, or if there is no successor, to the Trustee. In the event that for any reason there shal I be a vacancy in the office of the Note Registrar, the Trustee shall act as such Ncte Registrar to the extent it has operati anal capacity to perform such tasks.

ARTICLE IX MODI Fl CATION OR AMENDMENT OF THE INDENTURE

SECTION 9.01. Amendments Permitted. (a) This Indenture and the rights and obligations of the Authority and of the Hdders of the Authority Nctes and of the Trustee may be modified or amended from ti me to ti me and at any ti me by an indenture or indentures suppemental hereto, which the Authority and the Trustee may enter into upon filing with the Trustee of the written consent of the H d ders of 6CP/o in aggregate principal amount of al I Authority Nctes then Outstanding, and the Bank orthe Credit Bank, as applical:le. No such modification or amendment shall (1) extend the fixed maturity of any Authority Note, or reduce the amount of p-i nci pal thereof, or extend the ti me of payment, or change the method of computing the rate of interest thereon, or extend the ti me of payment of interest thereon, without the consent of the Hdder of each Authority Note so affected, or (2) reduce the aforesaid percentage of Authority

84 OHSUSA 7676953'Xl.7

Nctes the cmsent of the Holders of which is required to effect any such modificatim or amendment, or permit the creation of any lien m the Revenues and cther assets pledged underthis Indenture priorto or ma parity with the lien created by this Indenture, or deprive the Holders of the Authority Notes of the lien created by this Indenture on such Revenues and cther assets (exce[X as expressly pravided in this Indenture), without the cmsent of the Holders of all of the Authority N ctes then Outstanding. It shal I not be necessary for the consent of the N ctehol ders to apprave the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall apprave the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant tothi s subsection (a), the Trustee shal I mai I a nctice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Authority Nctes and the Hdders of the Authority Notes at the address shewn on the registration books of the Trustee. Any f ai I ure to give such ncti ce, or any defect therein, shal I not, hcwever, in any way impair or affect the validity of any such Supplemental Indenture.

(b) During any Interest Rate Period other than an Index Interest Rate Period, this Indenture and the rights and oll igations of the Authority, of the Trustee and of the Holders of the Authority Notes may also be modified or amended from time to time and at any time by an indenture or indentures suppemental hereto, which the Authority and the Trustee may enter into without the consent of any Ncteholders, but with the written consent of the Credit Bank, if applicable, and only to the extent permitted by law and after receipt of an Opinion of Counsel that the pravi sions of such Suppemental Indenture shall nct materially adversely affect the interests of the Holders of the Authority Notes, including, without limitation, for any one or more of the fol I cwi ng purposes:

(1) to add to the cCNenants and agreements of the Authority in this Indenture cmtai ned other cCNenants and agreements thereafter to be observed, to pl edge or assign additional security for the Authority Notes (or any portion thereof), or to surrender any right or pavver herein reserved to or conferred upm the Authority;

(2) to make such pravisions for the purpose of curing any ambguity, inconsistency or omission, or of curing or correcting any defective pravi sion, contained in thi s I ndenture, or i n regard to matters or questions ari si ng under thi s I ndenture, as the Authority may deem necessary or desirable and nct incmsistentwith this Indenture;

(3) to modify, amend or supplement this Indenture in such manner as to permitthe qualification hereof underthe Trust Indenture Act of 1939, as amended, or any si mi I ar federal statute hereafter in effect, and to add such other terms, cmditi ms and pravi sions as may be permitted by said act or similar federal statute;

(4) to conform to the terms and prCNisims of any Alternate Letter of Credit or A I temate Credit F aci I i ty or to olXai n a rati ng on the Authority Notes;

(5) to modify, amend or supplement this Indenture in such a manner to permit the Authority, the Trustee, the Borrcwer or any cther respmsible party to comply with the requirements of S.E.C. Rule 15c2-12, as it may from time to time be amended or supp emented, with respect to the Authority N ctes; or

85 OHSUSA 7676953'Xl.7

(6) to modify, alter, arrEnd or surrilement this Indenture or the Agreement in any other respect, including arrEndments which would otherwise be described in Section 9.01 (a) hereof, if the effective date of such surrilemental indenture or agreement is a date on which al I Authority Notes affected thereby are suqj ect to mandatory tender for p.,1rchase pursuantto Section 4.06 or if notice by first class mail, postage prepaid, of the proposed supp emental indenture or agreement is given to Holders of the affected Authority Notes at least 30 days before the effective date thereof and, on or before such effective date, such N otehd ders have the right to demand purchase of their Authority N ctes p.,1rsuant to Section 2.04(a) or (b) hereof.

The Trustee shall give notice of any such modification or arrEndmenttoeach Rating Agency then rati ng the Authority N ctes.

(c) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsection (a) or (b) of this Section which materially adversely affects the Trustee's cwn rights, duties or immunities underthis Indenture or ctherwise.

( cl) N ctwi thstandi ng the foregd ng, the Indenture may al so be modified or arrEnded from ti me to ti me and at any ti me by an indenture or indentures supp emental hereto, which the Authority and the Trustee may enter into without the consent of the Holders, the Credit Bank, if any, orthe Bank, if any, forthe purpose of changing the forms of the notices of the Trustee or the Trustee Audit Letter, orthe timing thereof, as described in Section 8.08 hereof.

SECTION 9.02. Effect of Supplemental Indenture. Upon the execution of any Supplemental I ndenture p.,1rsuant to this Article, this Indenture shal I be deemed to be modified and arrEnded in accordance therewith, and the respective rights, duties and obi i gati ons underthi s Indenture of the Authority, the Trustee and all Hdders of Authority Nctes Outstanding shall thereafter be determined, exercised and enforced hereunder subject in al I respects to such modification and arrEndment, and al I the terms and conditions of any such Supplemental I ndenture shal I be deemed to be part of the terms and conditions of this I ndenture for any and al I p.,1rposes.

Any such Suppemental Indenture shall comply with the terms of this Article IX, and the Trustee and the Authority may conclusively rely on an Opnion of Counsel that the Surrilemental Indenture comp ies with the pravisions therein.

SECTION 9.03. Endorsement of Authority Nctes; Preparation of New Authority Notes. Authority Notes delivered after the execution of any Supplemental Indenture p.,1rsuanttothi sArticle may, and if the Trustee so determines shall, bear a nctation by endorsement or ctherwise in form apprCNed by the Authority and the Trustee as to any modification or arrEndment pravi ded for in such Supplemental I ndenture, and, in that case, upon demand of the H d der of any Authority Note Outstanding at the ti me of such execution and presentation of such Hdder' s Authority Note for the purpose atthe office of the Trustee or at such additional offices as the Trustee may select and designate forthat purpose, a suitable nctati on shal I be made on such Authority Ncte. If the Surrilemental Indenture shall so pravide, new Authority Notes so modified as to conform, in the opinion of the Authority and the Trustee, to any modification or arrEndment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and

86 OHSUSA 7676953'Xl.7

authenticated by the Trustee, and upm demand of the Hdders of any Authority Notes then Outstanding shal I be exchanged at the Corporate Trust Office of the Trustee, without cost to any Ncteholder, for Authority Nctes then Outstanding, upon surrender for cancellation of such Authority Notes, in equal aggregate p-incipal amounts.

SECTION 9.04. Amendment of Particular Authority Notes. The p-avi si ons of this Article shal I nct p-event any N otehd der from accep:i ng any amendment as to the particular Authority Notes held by him or her, pravided that due notation thereof is made on such Authority N ctes.

ARTICLE X DEFEASANCE

SE CTI ON 10.01. Discharge of Indenture. Authority Notes that bear interest at a Term I nterest Rate to the maturity of such Authority Notes may be paid by the Authority in any of the fol I avvi ng ways, pravi ded thatthe Authority al so pays or causes to be paid any other sums payable hereunder by the Authority and related to the Authority Notes:

(a) paying or causing to be paid (with Availal:le Moneys if an Alternate Letter of Credit is in effect) the principal of, interest and premium, if any, on the Authority Notes Outstanding, as and when the same become due and payal:l e;

(b) by depositing with the Trustee, in trust, at or before maturity, money or securities in the necessary amount (as prCNided in Section 10.03) to pay or redeem (with Available Moneys if an Alternate Letter of Credit is in effect) all Authority Notes then Outstanding; or

(c) by delivering to the Trustee, for cancellation by it, the Authority Notes then Outstanding.

If the Authority shall al so pay or cause to be paid all other sums payal:le hereunder by the Authority, then and in that case, atthe election of the Authority (evidenced by a Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge all such indelXedness and this Indenture), and notwithstanding that any Authority Notes shall not have been surrendered for payment, this Indenture and the pedge of Revenues and other assets made under this Indenture and all cavenants, agreements and other obligations of the Authority under this Indenture shall cease, terminate, become void and be completely discharged and satisfied excep: only as p-avided in Section 10.02 hereof. In such event, upm Request of the Authority, the Trustee shal I cause an accounti ng for such period or periods as may be requested by the Authority to be prepared and fi I ed with the Authority and shal I execute and del iverto the Authority al I such instruments as may be necessary or desi ral:l e to evidence such discharge and sari sfacti on, and the Trustee shall pay CNer, transfer, assign or deliver all moneys or securities or cther property held by it pursuanttothis Indenture (otherthan the Rebate Fund) which are not required forthe payment or redemp:i on of Authority N ctes not theretofore surrendered for such payment or redemption and any amounts avved to the Trustee hereunder in the fd I avvi ng order ( 1) first, to the Credit Bank to the extent that any amounts are due to the Credit Bank pursuant to the Credit Agreement or to the Bank, if appicable, to the extent that any amounts due to the Bank or any Ncte Holder or Owner pursuant to the Continuing CCNenant Agreement, and (2) second, to the

87 OHSUSA 7676953'Xl.7

B cncwer, prcwi ded, hcwever, that the B orrcwer may not receive any funds derived from a draw on the Alternate Letter of Credit, Tender Proceeds, or moneys held for the payment of particular Authority Nctes (including moneys held for non-presented Authority Notes). All moneys or securities held 0\/ the Trustee in the Authority Account of the Costs of Issuance Fund shall be transferred to the Authority.

SECTION 10.02. Discharge of Liability on Authority Nctes. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as pravided in Section 10.03 hereof) to pay or redeem any Outstanding Authority Ncte (whether upon or prior to its maturity or the redemp:ion date of such Authority Ncte), pravided that, if such Authority Note is to be redeemed prior to maturity, notice of such redemp:ion shall have been given as in Article IV pravi ded or pravi si on satisfactory to the Trustee shal I have been made for the giving of such notice, then all liability of the Authority in respect of such Authority N cte shal I cease, terminate and be comp etely discharged, except only thatthe H ol derthereof shal I thereafter be entitled to payment of the principal of, premium, if any, and interest on such Authority Ncte 0\/ the Authority, and the Authority shall remain I ial:le for such payment, but only out of such money or securities deposited with the Trustee as aforesaid for their payment and such money or securities shal I be fl edged to such payment; pravi ded further, hcwever, that the prcwi si ons of Section 10.04 hereof shall apply in all events.

The Authority may at any time surrenderto the Trustee for cancellation 0\/ it any Authority Notes previously issued and delivered, which the Authority may have acquired in any manner whatsoever, and such Authority Nctes, upon such surrender and cancellation, shall be deemed to be paid and reti red.

SE CTI ON 10.03. Deposit of Money or Securities with Trustee. Whenever in this Indenture it is prcwided or permitted that there be deposited with or held in trust 0\/ the Trustee money or securities in the necessary amount to pay or redeem any Authority Notes, the money or securities to be deposited or held may include money or securities held 0\/ the Trustee in the funds and accounts established pursuant to this Indenture (exclusive of the Rebate Fund, the Letter of Credit Account, the Authority Account of the Costs of Issuance Fund and the account described in Section 4.07(g) hereof) and shall be:

(a) Moneys (which shal I be Available Moneys if an Alternate Letter of Credit is in effect) in an equal amount to the principal amount of such Authority Notes, and all unpaid interest thereon to maturity excep: that, in the case of Authority Nctes which are to be redeemed prior to maturity and in respect of which ncti ce of such redemption shal I have been given as in Article IV pravi ded or pravi si on satisfactory to the Trustee shal I have been made for the giving of such nctice, the amount to be deposited or held shall be the principal amount or redemp:ion price of such Authority Notes and al I unpaid interest thereon to the redemp:i on date; or

(b) Investment Securities of the type described in clause (ii) (including funds described in clause (v) rated Fitch "AAA" or equivalent which consist solely of securities described in clause (ii)) of the definition of Investment Securities which are purchased with moneys (Availal:le Moneys if an Alternate Letter of Credit is in effect) and which are nonredeemable and noncallal:le, the principal of and interest on which when due and without reinvestment will pravide money sufficient to pay the principal of, premium, if any, all unpaid

88 OHSUSA 7676953'Xl.7

interest to maturity, or to the redem[Xion date, on the Authority Notes to be paid or redeemed, as such "p-incipal and interest become due, with maturities no longer than 30 days or as may be necessary to make the required payment on the Authority Nctes p-avided that, in the case of Authority Nctes which are to be redeemed prior to the maturity thereof, notice of such redemption shal I have been given as in Article IV p-avi ded or pravi si on satisfactory to the Trustee shal I have been made for the giving of such notice;

p-avided, in each case, that the Trustee shall have been irrevocably instructed (l:Jy the terms of this Indenture or lJy Request of the Authority) to apply such money or Investment Securities to the payment of such principal, premium, if any, and interest with respect to such Authority Nctes and p-avided furtherthat each Rating Agency then rating such Authority Notes, the Authority and the Trustee shall have received a report of an Accountantthatthe moneys or Investment Securities on deposit are sufficient to pay the principal, p-emium, if any, and interest on the Authority Notes to maturity or the redemption date, and a legal opnion from a nationally recognized firm in bankru[Xcy law that payment of the Authority Notes from such moneys will nct be a voidalle p-eference in the event of the bankru[Xcy of the B orrcwer, any Guarantor orthe Authority.

SECTION 10.04. Payment of Authority Nctes After Discharge of Indenture Obligation. Notwithstanding any pravisions of this Indenture, any moneys deposited with the Trustee in trust for the payment of the principal of, or interest or p-emium on, any Authority Notes remaining unclaimed afterthe principal of any Authority Note has become due and payable (whether at maturity or upon call for redemption or lJy declaration as p-avided in this Indenture), shall be disposed of as prCNided lJy law and the Holders of such Authority Notes shall thereafter be entitled to look only to the transferee of such moneys (p-esently the State Control I er) for payment thereof, and all liability of the Trustee with respect to such moneys shall thereupon cease; pravided, that before the disposition of such moneys as aforesaid, the Trustee may (at the cost of the B orrcwer) first publish at I east once in a Qualified N evvspaper a ncti ce, in such form as may be deemed app-opriate lJy the Trustee, in respect of the Authority Notes so payable and not p-esented and in respect of the p-avisions relating to the disposition of the moneys held for the payment thereof.

ARTICLE XI MISCELLANEOUS

SECTION 11.01. Liability of Authority Limited to Revenues. N ctwithstandi ng anything in this Indenture or in the Authority Notes contained, the Authority shal I not be required to advance any moneys derived from any source cther than the Revenues and other assets fl edged under this I ndenture for any of the purposes in this I ndenture mentioned, whether for the payment of the pri nci pal of or i nterest on the Authority Notes or for any other purpose of this Indenture. Nevertheless, the Authority may, but shall not be required to, advance for any of the purposes hereof any funds of the Authority which may be made availalle to it for such purposes. Neither the ful I faith and credit nor the taxing pavver of the State of California or any political subdivision thereof or any local agency is pledged to the payment of the principal of, p-emium, if any, or interest on the Authority Nctes. The Authority shall nct be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivalle theory, under or lJy reason of or in connection with the Loan Agreement, the Authority Nctes or this

89 OHSUSA 7676953'Xl.7

Indenture, except only to the extent amounts are received for the payment thereof from the BorrOvVer underthe Loan Agreement orthe BorrOvVer Note.

SECTION 11.02. Successor Is Deemed Included in All References to Predecessor. Whenever in this Indenture eithertheAuthority, the Bank, the Credit Bank orthe Trustee is nanned or referred to, such reference shal I be deemed to include the successors or assigns thereof, and al I the cavenants and agreements in this Indenture contained by or on behalf of the Authority, the Bank, the Credit Bank or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. All the cavenants, stipulations, promises and agreements in this Indenture contained, by or on behalf of the Authority, shall bind and inure to the benefit of its successors and assigns, whether so expressed or not. If any of the pOvVers or duties of the Authority shall hereafter be transferred by any law of the State of California, and if such transfer shall relate to any matter or thing permitted or required to be done underthis Indenture by the Authority, then the body or official of the State of California who shal I succeed to such pOvVers or duties shal I act and be obi i gated i n the pl ace and stead of the Authority as in this Indenture pravided.

SECTION 11.03. Limitation ofRightstoPartiesand Nctehdders. Nothing in this Indenture or in the Authority Notes expressed or implied is intended or shall be construed to give to any Person other than the Authority, the Trustee, the Bank, the Credit Bank, the BorrOvVer, the Direct Participants (as pravided in Section 2.04 hereof) and the Hdders of the Authority Nctes, any legal or equitable right, remedy or claim under or in respect of this Indenture or any cavenant, condition or pravi si on therein or herein contained; and al I such ccwenants, conditions and pravisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee, the Bank, the Credit Bank, the BorrOvVer, the Direct Participants (as pravided in Section 2.04 hereof) and the Holders of the Authority Nctes.

SECTION 11.04. Waiver of Notice. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the Person entitled to receive such notice and in any such case the giving or receipt of such nctice shall not be a condition precedenttothevalidity of any action taken in reliance upon such waiver.

SECTION 11.05. Destruction of Authority Notes. Whenever in this Indenture pravision is made for the cancellation by the Trustee and the delivery to the Authority of any Authority Notes, the Trustee may, in lieu of such cancellation and delivery, destroy such Authority Notes, and del i ver a certi fi cate of such destruction to the Authority.

SECTION 1 l.CXi. Severability of Invalid Prcwisions. If any one or more of the pravisions contained in this Indenture or in the Authority Notes shall for any reason be held to be invalid, i 11 egal or unenforceable in any respect, then such pravi si on or prcwi si ons shal I be deemed severable from the remaining prcwisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any cther prcwision of this Indenture, and this Indenture shal I be construed as if such invalid or i 11 egal or unenforceable pravi si on had never been contained herein. The Authority hereby declares that it would have entered into this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Authority Nctes pursuant thereto irrespective of the fact that any one or more

90 OHSUSA 7676953'Xl.7

Sections, paragrapis, sentences, clauses or phrases of this Indenture may be held i 11 egal, invalid or unenforceable.

SECTION 11.07. Gaverninglaw; Venue. This Indenture shall be construed in accordance with and gaverned by the Constitution and I ctNs of the State applicable to contracts made and performed in the State. This Indenture shall be enforceable in the State, and any action arising out of this Indenture shall be filed and maintained in the Sacrannento County Superior Court, Sacrannento, California, uni ess the Authority waives this requi rernent.

SECTION 11.08. Nct:ices. Notices shall be delivered to each Noteholder by first-cl ass rnai I, postage prepaid, at the address set forth for such N ctehol der on the registration books of the Trustee. Any notice to or demand upon the Trustee may be served or presented, and such demand may be made, at the Corporate Trust Office of the Trustee, which at the date of adorxi on of this Indenture is I ocated at the fol I avvi ng address:

The Bank of New York Mel Ion Trust Company, N.A. 400 S. Hope Street, Suite 500 LOS Angel es, CA <u:l71 Attn: Corporate Trust Office

or at such cther address as may have been filed in writing by the Trustee with the Authority. Any notice to or demand upon the Authority, the Borrcwer, the Rating Agency or the Rennarketing Agent shall be deemed to have been sufficiently given or served for al I purposes by being delivered or by bei ng deposited, postage prepaid, i n a post office I etter box, addressed, as the case may be, as fdlavvs:

To the Authority:

To the initial Bank:

To the B orravver:

California Pd I uti on Contrd Financing Authority 001 Capitol Mall, 2nd Floor Sacrannento, CA 95814 Attn: Executive Di rector

MUFG Union Bank, N.A. 3536 Concours Street Ontario, CA 91764 Attn: MyraJ uetten

M ottra Corporation 7202 Petterson Lane Parannount, CA 90723 Attn: Chief Financial Officer

or such cther addresses as may have been filed in writing with the Trustee. Any notice given to the B orravver as pravi ded ai::xNe shal I be deemed to have been given to any affi Ii ate of the B orrcwer affected by such ncti ce.

91 OHSUSA 7676953'Xl.7

SECTION 11.09. Evidence of Rights of Nctehdders. (a) Any request, consent or cther instrument required or permitted by this Indenture to be signed and executed by Ncteholders may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Noteholders in person or by an agent or agents duly arriointed in writing. Proof of the execution of any such request, consent or cther instrument or of a writing appointing any such agent, or of the hdding by any Person of Authority Notes transferable by delivery, shall be sufficient for any purrxise of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner pravided in this Section.

(b) The fact and date of the execution by any Person of any such request, consent or other instrument or writing may be praved by the certificate of any notary public or cther officer of any j uri sdi cti on, authorized by the I aws thereof to take acknavvl edgments of deeds, certifying that the individual signing such request, consent or other instrument acknavvledged to such notary public or cther officer the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such nctary public or other officer.

( c) The avvnershi p of registered Authority Notes shal I be praved by the note registration books held by the Trustee. The Trustee and the Authority may conclusively assume that such avvnership continues until written notice to the contrary is served upon the Trustee. The fact and the date of execution of any request, consent or other instrument and the amount and di sti ngui shi ng numbers of Authority Notes held by the Person so executing such request, consent or other instrument may also be praved in any other manner which the Trustee may deem sufficient. The Trustee may nevertheless, in its discretion, require further proof in cases where it may deem further proof desirable.

Any request, consent, or other instrument orwriti ng of the Holder of any Authority N cte shal I b nd every future Holder of the same Authority Note and the H d der of every Authority Ncte issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority i n accordance therewith or rel i ance thereon.

SECTION 11.10. Disqualified Authority Notes. In determiningwhetherthe Hdders of the requisite aggregate principal amount of Authority Nctes have concurred in any demand, request, direction, consent or waiver under this Indenture, Authority Notes which are cwned or held by or for the account of the Authority or the Borravver, or by any other obligor on the Authority Notes, or by any Person directly or indirectly control I ing or controlled by, or under di rect or i ndi rect common contrd with, the Authority or the B orravver or any other obi i gor on the Authority Notes, shall be disregarded and deemed nct to be Outstanding for the purpose of any such determination prCNi ded that, for the purpose of determining whether the Trustee shal I be protected in relying on any such demand, request, direction, consent or waiver, only Authority Nctes which the Trustee knavvs to be so cwned shall be disregarded. Authority Notes so avvned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pl edgee shal I establish to the satisfaction of the Trustee the pl edgee' s right to vote such Authority Notes and that the pedgee is not a Person directly or indirectly controlling or control I ed by, or under direct or indirect common control with, the Authority or the B orravver or any other obi i gor on the Authority Notes. U rx:in the written request of the Trustee, the Authority and the B orravver shal I each certify to the Trustee those Authority N ctes disqualified pursuant to this Section and the Trustee may conclusively rely on such Certificates. Nctwithstandi ng the

92 OHSUSA 7676953'Xl.7

foregoi ng, with respect to the Certi fi cate of the Authority, the Authority shal I ~ requi red to speci fy only those Authority Nctes that are cwned or held by or for the account of the Authority or any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority, if any, of whi ch the offi cer si gni ng the Certificate on ~hal f of the Authority has actual knew I edge. I n case of a di sp.Jte as to such right, any deci si on by the Trustee talken upon the advice of counsel shal I ~ ful I protection to the Trustee.

SE CTI ON 11.11. Money Held for Particular Authority Notes. The money held by the Trustee for the payment of the interest, principal, premium or Purchase Price due on any date with respect to particular Authority Notes (or portions of Authority Notes in the case of registered Authority Notes redeemed or tendered in part only) shall, on and after such date and pending such payment,~ set aside on its books and held by it uninvested in trust for the Holders of the Authority Notes entitled thereto, subject, hcwever, to the prcwi si ons of Section 10.04 hereof.

SECTION 11.12. Funds and Accounts; Business Day.

(a) Any fund or account required by this Indenture to ~ established and rIBi ntai ned by the Trustee may ~ established and rIBi ntai ned in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, ~ treated either as a fund or as an account; but al I such records with respect to al I such funds and accounts shal I at al I ti mes ~ rIBi ntai ned i n accordance with corporate trust i ndustry standards and with due regard for the requirements of Section 6.06 hereof and for the protection of the security of the Authority Notes and the rights of every Holder thereof. The Trustee may estal:lish and rraintain for as long as necessary one or more temporary funds or accounts under this I ndenture in order to carry out the p.Jrposes set forth therein.

(b) Any payment or transfer which otherwise would ~come due on any day which is nct a Business Day shal I ~come due or shal I ~ made on the next Business Day, with the same effect as if it had ~en made on the due date.

SECTION 11.13. Waiver of Personal Liability. No mem~r, officer, agent or employee of the Authority, and no officer, official agent or employee of the State of California or any department, board or agency of the foregoi ng shal I ~ i ndi vi dual I y or personal I y I i all e for the payment of the principal of or premium or interest on the Authority Notes or~ subject to any personal liablity or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such mem~r, officer, agent or empoyee from the performance of any official duty pravi ded by I aw or by this Indenture.

SECTION 11.14. Opinion of Note Counsel. Whenever in this Indenture or in the Loan Agreement it is required that priorto the talking of any action (including but nct limited to any modifications of arbitrage cavenants contained in Sections 5.06 and 6.06 hereof) an AppravingOpinion is required to~ delivered, and such opnion is not given by Orrick, Herrington & Sutcliffe, LLP, the Authority, the Borrcwer or any Remarketi ng Agent shall nct ~ entitled to rely on or refertothe original final note opinion delivered by Orrick, Herrington & Sutcliffe, LLP. on the Delivery Date in connection with the remarketing of the Authority Notes or in any cther context without the consent of Orrick, Herrington & Sutcliffe, LL P. If such A ppravi ng Opinion

93 OHSUSA 7676953'Xl.7

is given lJy Note Counsel ctherthan Orrick, Herrington & Sutcliffe, LLP, it is suggested that such successor Note Counsel al so render an opinion that interest on the Authority Nctes is Tax-Exempt and wi 11 remain so after the action in question.

SECTION 11.15. Complete Agreement. The parties agreethatthe terms and conditions of this Indenture supersede those of al I previous agreements between the parties relative to the Authority Notes, and that this Indenture, together with the documents referred to in this Indenture, contains the entire agreement between the parties hereto relative to the Authority Notes.

SECTION 11.16. Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shal I for al I purposes be deemed to be an ori gi nal ; and al I such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the sanne instrument.

SECTION 11.17. Effect of Credit Bank Default. If the Credit Bank wrongfully dishonors a drawing under an A I ternate Letter of Credit, then, so I ong as such wrongful dishonor continues, any prcwision in this Indenture requiring the Credit Bank' sappraval or consent shal I be of no effect.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

94 OHSUSA 7676953'Xl.7

IN WITNESS WHEREOF, the CALIFORN[A POLLUTION CONTROL FINANCING AUTHORITY has caused this Indenture to be signed in its name and facsimile seal to be hereunto aflixcd and attested by its authrnizc,d officers, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be s1girreu in corporate name by one of the nffi,,-,1,·s thereunto duly autbori:i:ed all as of the day and year first above written.

OHSUSA 767695390

CALIFORNIA POLLUTION CONTROL FfNANCJNG AUTHORITY By John Chiang, Chaimmn

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

By: _______________ _

Authorized Officer

S-1

IN WITNESS WHEREOF, the CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY has caused this Indenture to be signed in its name and its facsimile seal to be hereunto affixed and attested by its authorized officers, and THE BANK OF NEW YORK MELLON TRUST COMP ANY, N.A., in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by one of the officers thereunto duly authorized all as of the day and year first above written.

[Seal]

OHSUSA 767695390

CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY By John Chiang, Chairman

By.:_------=--------==-------­Deputy Treasurer

By: ______________ _

Executive Director

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

,;7:;.y-,,/7 ,;fl .... /' / / By: ,;Y / /~?;Pl::. c? C;;: ir r ,.(,;,

Authorized Officer

S-1

EXHIBIT A

[FORM OF AUTHORITY NOTE]

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.06OF THE INDENTURE

No. RA-1

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY

$6, 125,(XX)

VARIABLE RATE DEMAND SOLID WASTE DISPOSAL REVENUE NOTE (MOTTRA CORPORATION PROJECT)

SERIES 2017

NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF OR ANY LOCAL AGENCY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THIS AUTHORITY NOTE.

PRINCIPAL PAYMENT DATE December 1, 2037

Registered Owner: Principal Amount:

DATED Date of Delivery

INTEREST RATE Index I nterest Rate

CUSIP" Not A rril i cable

SIX MILLION ONE HUNDREDTWENTY-flVE THOUSAND DOLLARS

The California Pollution Contrd FinancingAuthority, apullic instrumentality and political subdivision of the State of California (the "Authority"), for value received, herel:Jy promises to pay (but only out of Revenues as hereinafter pravided) to the registered cwner identified ai::x:Ne or registered assigns, on the Principal Payment Date set forth ai::x:Ne, the Principal A mount set forth ai::x:Ne.

Interest is payable on this Authority Ncte (but only out of Revenues as hereinafter pravi ded) on the balance of the Principal A mount from ti me to ti me remaining unpaid from and including the date hereof until payment of the Principal Amount has been made or duly prCNided for, at the rates and on the dates determined as set forth in the Indenture (as hereinafter defined) and described herein, and to pay (but only out of Revenues as hereinafter pravided) interest on CNerdue principal and, to the extent permitted lJy lctN, on CNerdue interest at the rate borne lJy this Authority Note on the date on which such principal or interest became due and payable, except as

• Not applicable during Index Interest Rate Period

A-1 OHSUSA 7676953'Xl.7

the pravisims hereinafter set forth with respect to redem[Xion prior to maturity or purchase may ~come app i call e hereto.

As pravided in the Indenture, if an Event of Default (as defined in the Indenture) shal I have occurred and ~ continuing, during an Index Interest Rate Period, the interest rate on the Authority Notes shall ~ subject to adjustment as prCNided ~lcw under, "Adjustments to Index Interest Rates." During any other Interest Rate Period, the interest rate on the Authority Nctes shall ~ the rate on the Authority Nctes on the day priortothe occurrence of such Event of Default. The principal of and premium, if any, on this Authority Note are payable at final maturity, accel erati m or redem[Xi m in I ctNful money of the United States of America upon surrender hereof at the Corporate Trust Office of The Bank of New York Mellon Trust Company, N.A., as Trustee, or its successor in trust (the "Trustee"). Unless in a Bank Direct Payment Period (as defined herein), interest payments on this Authority Note shall ~ made on each Interest Payment Date (as defined ~lcw) commencing February 1, 2018, to the Persm appearing on the note registration oooks of the Trustee, as note regi strar ( the " N cte R egi strar"), as the N ctehol der thereof on the Record Date, which is the date as of the close of business on the last Business Day (as hereinafter defined) prior to any Interest Payment Date during a Weekly Interest Rate Period, Index Interest Rate Period, or any Term Interest Rate Period of less than one year, and as of the close of business m the fifteenth day of the calendar mmth preceding any Interest Payment Date during a Term Interest Rate Period of me year or greater (the "Record Date"), and shall ~ paid (i) 0\/ check rrailed on the Interest Payment Date to such Noteholder's address as it appears m the registratim oooks or at such cther address as has been furnished to the Trustee as prCNi ded ~I cw, in writing 0\/ such Notehdder not later than the Record Date or (ii) upm written request, at least three Business Days prior to the appicable Record Date of the Ncteholder of Authority Nctes aggregating nct less than $1,000,000i n principal amount, O)IWire transfer in immediately avai lalle funds at an account maintained in the United States at such wire address as such Noteholder shall specify in its written notice; except, in each case, that, if and to the extent that there shall ~ a default in the payment of the interest due on such Interest Payment Date, such defaulted interest shal I ~ paid to the N ctehd der in whose name any such Authority Notes are registered at the close of business m the fifth Business Day next precedi ngthe date of payment of such defaulted interest.

As pravided in the Indenture, the abave nctwithstanding, for or so long as this Authority Ncte ~ars interest at an Index Interest Rate, the Authority and the Trustee agree that all amounts payable to the Holders with respect to this Authority Note shall (until directed otherwise in writing 0\/ the Bank (as defined in the Indenture) to the Trustee with a copy to the Borrcwer) ~ made 0\/ the Borrcwer directly to the Bank, as the Hdder of this Authority Note (without any presentment thereof, except upon the payment of the final i nstal I ment of principal, and without any nctati on of such payment ~i ng made thereon), in such manner or at such address in the United States as may~ designated 0\/ the Bank in writing to the Borrcwer (the "Bank Direct Payment Period'). During any Bank Direct Payment Period, (i) any payment made shall ~ accompanied 0\/ sufficient information to identify the source and proper applicatim of such payment, (ii) the Bank shall nctify the Trustee in writing of any failure of the Borrcwerto malke any payment of the principal of or interest on the Authority Notes when due, and the Trustee shal I not~ deemed to have any notice of such failure unless it has received such notice in writing, (iii) if any Authority Nctes are sdd or transferred, the Bank shal I notify the Trustee and the Borrcwer in writing of the name and address of the transferee, the effective date of the transfer, the principal amount of the Authority Notes transferred and the payment information notated on the Authority Nctes as

A-2 OHSUSA 7676953'Xl.7

hereinafter described, and it will, p-iIT to delivery of such Authority Nctes, make a notation on such Authority Notes of the date to which interest has been paid thereon and of the amount of any p-epayments made on account of the p-i nci pal thereof, and (iv) the Bank wil I notify the Trustee of any redem[Xi on of the principal of any Notes. F urthermcre, to the extent that the B orrOvVer has made the required payments to the Bank during any Bank Direct Payment Period, the Trustee shal I have no obligations to make payments of the p-incipal of or interest on the Authority Notes, to act as registrar ortotalke any cther action in respect thereof, except at the express written direction of the Bank.

Thi sAuthority Note is a duly authITized issue of notes of the Authority designated as "CalifITnia Pd lution Control FinancingAuthority Varial:le Rate Demand SolidW aste Disposal Revenue Nctes (Mcttra Corpcration Project)", limited in aggregate principal amount as set forth al:x:Ne, issued pursuant to the p-avisions of Division 27 of the California Health and Safety Code as amended and suppemented (the "Act") and issued under and secured 0\/ the Indenture. Reference is hereO)I made to the I ndenture and al I indentures supplemental thereto for a description of the rights thereunder of the registered Noteholders of the Authority Notes, of the nature and extent of the security, of the rights, duties and immunities of the Trustee and of the rights and obi i gati ons of the A uthITi ty thereunder, to al I of the p-avi si ons of which Indenture and of the Agreementthe Holder of this Authority Note, 0\/ acceptance hereof, assents and agrees.

The Authority Notes are limited obligations of the Authority and, as and to the extent set forth in the I ndenture, are payable solely from, and secured 0\/ a pl edge of and Ii en on, the Revenues. Proceeds from the sale of the Authority Notes wil I be loaned 0\/ the Authority to Mottra CITporation, a CalifITnia corporation (the "Borrower"), under the terms of a Loan Agreement, dated as of December 1, 2017 (the "Agreement"), between the AuthITity and the BITrOvVer. The Authority Nctes are all issued under and secured 0\/ and entitled to the benefits of an Indenture, dated as of December 1, 2017 (the "Indenture"), between the AuthITity and the Trustee; all receipts of the Trustee credited under the pravisions of the Indenture against such payments; all moneys drawn 0\/ the Trustee under any irrevocable Letter of Credit issued in accordance with the Indenture (an "Alternate Letter of Credit") in favor of the Trustee; and any Alternate Credit Facility (as that term is defined in the Indenture) issued in substitution therefITe in accITdance with the Indenture (an "Alternate Credit Facility"), issued at the request and fIT the account of the B orrOvVer; and from any other moneys held 0\/ the Trustee under the I ndenture fIT such purpose (all of the fITegdng, the "Revenues''), and there shall be no cther recourse against the Authority or any p-operty new IT hereafter cwned 0\/ it.

Al I terms not herein defined shal I have the meanings ascribed to them in the Indenture.

The Authority Notes are issual:le as fully registered nctes without coupons in Authorized Denominations of (i) $100,000 IT any integral multiple of $5,000 in excess thereof, during any Weekly Interest Rate Period or Term Interest Rate Period of less than one year, (ii) $5,000 or any integral multipe thereof, during any Term Interest Rate Period of one year or more, and (iii) $250,000 or any integral multiple of $5,000 in excess thereof, during any Index Interest Rate Period. Subject to the limitations and upon payment of the charges, if any, prCNided in the Indenture, Authority Nctes may be exchanged atthe Corporate Trust Office of the Trustee,

A-3 OHSUSA 7676953'Xl.7

for a like aggregate principal amount of Authority Nctes of cther Authorized Denominations of like maturity.

This Authority Ncte is transferable 0\/ the Ncteholder hereof, in person, or 0\/ its attorney duly authorized in writing, but only in the manner, suqject to the limitations and upon payment of the charges pravi ded in the I ndenture, and upon surrender and cancel I ati on of this Authority Ncte. Upon such transfer a new fully registered Authority Note or Authority Notes, in an Authorized Denomination or Denominations, for the same aggregate principal amount, and of like maturity, will be issued to the transferee in exchange therefor. The Authority and the Trustee may treat the N otehd der hereof as the absolute N ctehol der hereof for al I purposes, and the Authority and the Trustee shall not be affected 0\/ any notice to the contrary.

I nterest on the Authority N ctes

As prCNided in the Indenture, the term of the Authority Notes will be divided into consecutive Interest Rate Periods, as pravided in the Indenture, during each of which the Authority Nctes shall bear interest at a Weekly Interest Rate, an Index Interest Rate or a Term Interest Rate. The first Interest Rate Period for the Authority Notes shall be an Index Interest Rate Period. The Interest Rate Period forthe Authority Notes may be subsequently changed from time to time 0\/ the Borrcwer, without the consent of the Holders of the Authority Notes, as prCNided in the Indenture, pravided, hcwever, that during an Index Interest Rate Period, (i) the Interest Rate Period may not be changed to another Interest Rate Period or from an Index Interest Rate Period toa new Index Interest Rate Period without the prior written consent of the Bank, and (ii) all Authority Nctes shall have interest calculated pursuanttothe same Interest Rate Determination Method. The Trustee shall give notice to Holders of the Authority Notes, as pravided in the Indenture, priorto any change in the I nterest Rate Period.

As pravided in the Indenture, interest on the Authority Nctes with respect to the immediately preceding Interest Period (defined hereafter) will be paid on each Interest Payment Date commencing February 1, 2018, prCNided that if any Interest Payment Date is not a Business Day, such interest (and any principal due) shall be mailed or wired as pravided abave on the next succeeding Business Day with the same effect as if made on the day such payment was due. Interest shal I be computed, in the case of a Term Interest Rate Period of one year or more, on the basis of a 360-0ay year consisting of twelve 30-0ay months, in the case of an I ndex Interest Rate Period in which Authority Nctes bear interest atthe LI BOR Index Rate, the SI FMA Index Rate, the Taxable Rate orthe Default Rate, on the basis of a360-0ay year forthe actual number of days elapsed, and in the case of any other Interest Rate Period, on the basis of a 365 or 366--day year, as appropriate, and the actual number of days elapsed. Interest on the Authority Notes shall bear interest from and including the Date of Delivery (as defined in the Indenture) unti I payment of the principal or redemption price thereof has been made or pravided for, whether at maturity, upon redemption or otherwise.

"Interest Payment Date" means the Principal Payment Date, and (i) the first Business Day of each month, commencing February 1, 2018, during an Index Interest Rate Period, (ii) the first Wednesday of each month (or the next succeeding Business Day if such Wednesday is not a Business Day) during a Weekly Interest Rate Period, (iii) the last Business Day of a Term

A-4 OHSUSA 7676953'Xl.7

Interest Rate Period of less than one year, or (iv) May 1 and Navember 1 during a Term Interest Rate Period of one year or more.

"Business Day" means any day ctherthan (i) a Saturday, Sunday or legal holiday in the State of California, (ii) a day on which commercial banks in Los Angeles, California, orthe city or cities in which the Corporate Trust Office of the Trustee orthe Tender Agent or the office of the Credit Bank at which demands for payment under any Alternate Letter of Credit are to be p-esented are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed.

Weekly I nterest Rate

As pravided in the Indenture, during each Weekly Interest Rate Period, the Authority Notes shall bear interest at the Weekly Interest Rate, which shall be determined by the Remarketing Agent not later than 5:00 p.m. (New York City time) on Tuesday of each week (or by 12:00 noon (New York City time) on the next succeeding Business Day if such Tuesday is nct a Business Day) during such Weekly Interest Rate Period for the week commencing on that next succeeding Wednesday ( uni ess such Weekly I nterest Rate is determined on a Wednesday in which case it shall be effective on such day); pravided, havvever, that if the then current Interest Rate Period isa Term Interest Rate Period, the Weekly Interest Rate for the Weekly Interest Rate Period succeeding such Term Interest Rate Period shal I be determined not I ater than the Business Day next preceding the effective date of such Weekly Interest Rate Period. The Weekly Interest Rate shall be the rate determined by the RemarketingAgent (on the basis of examination of obligations comparalbl e to the Authority Notes knavvn by the R emarketi ng A gent to have been priced or traded under then prevailing market conditions) to be the minimum interest rate which, if borne by the Authority Notes, would enalble the RemarketingAgentto sell the Authority Notes on such day at a price equal to the principal amount thereof fl us accrued interest; prcwi ded, havvever, that if for any reason the Weekly Interest Rate cannot be determined, the Weekly Interest Rate for the next succeedi ng week shal I remai n at the then--exi sti ng rate, and thereafter the W eek I y I nterest Rate shall be a percentage per annum equal to the Varial:le Index. The first Weekly Interest Rate determined for each Weekly Interest Rate Period shall apply to the period commencing on the first day of such Weekly Interest Rate Period and ending on the next succeeding Tuesday. Thereafter, each Weekly I nterest Rate shal I appy to the period commencing on Wednesday and ending on the next succeeding Tuesday, unless such Weekly Interest Rate Period shall end on a day otherthan Tuesday, in which event the last Weekly Interest Rate for such Weekly Interest Rate Period shall apply to the period commencing on the Wednesday p-ecedi ng the I ast day of such Weekly Interest Rate Period and ending on such last day.

Term I nterest Rate

As p-avided in the Indenture, during each Term Interest Rate Period, the Authority N ctes shal I bear interest at the Term I nterest Rate, which shal I be determined by the R emarketi ng Agent not laterthan 4:00 p.m. (New York City time) on the Business Day p-eceding the first day of such Term Interest Rate Period. The Term Interest Rate shal I be the rate determined by the R emarketi ng Agent ( on the basis of examination of obi i gati ons comparalbl e to the Authority N ctes knavvn to the Remarketing Agent to have been p-iced or traded under then prevailing market conditions) to be the minimum interest rate which, if borne by the Authority Nctes, would enalble

A-5 OHSUSA 7676953'Xl.7

the Remarketing Agentto sell the Authority Notes on such Business Day at a price equal to the principal amount thereof; pravided, hcwever, that if for any reason the Term Interest Rate cannot be determined for any Term Interest Rate Period, the interest rate on the Authority Notes shall convert to a Weekly Interest Rate.

I ndex I nterest Rates

Determination of SI F MA Index Rates. As pravided in the Indenture, during each SI FMA Index Rate Period, the Authority Notes shall, subject to the terms of the Indenture, bear interest at the SI FMA Index Rate. The Calculation Agent shall determine the SI FMA Index Rate on each Computation Date during the SIFMA Index Rate Period, and such rate shall become effective on the SI FMA Rate Reset Date next succeeding such Computation Date and interest at such rate shall accrue each day during such SIFMA Index Rate Period, commencing on and including the first day of such period to but excluding the last day of such period. The SI FMA Index Rate shall be rounded U[JvVard to the second decimal place. If the SI FMA Index Rate is not determined by the Calculation Agent on the Computation Date, the rate of interest born on the Authority Nctes shall be the rate in effect forthe immediately preceding SI FMA Rate Reset Date until the Calculation Agent next determines the SIFMA Index Rate in accordance with the pravi si ons of the I ndenture.

Determination of LI BOR Index Rates. As pravided in the Indenture, during each LIB OR Index Rate Period, the Authority Notes shall, subject to terms of the Indenture, bear interest at the LIBOR Index Rate. The Calculation Agent shall determine the LIBOR Index Rate on each Computation Date during the LIB OR Index Rate Period, and such rate shal I become effective on the LI B OR I ndex Reset Date next succeeding the Computation Date and interest at such rate shal I accrue each day during such Interest Period, commencing on and including the first day of the Interest Period to and including the last day of such Interest Period. The LI BOR Index Rate shall be rounded U[JvVard to the third decimal fl ace. If the LIB OR Index Rate is not determined by the Calculation Agent on the Computation Date, the rate of interest born on the Authority Nctes shall be the rate in effect for the immediately preceding Interest Period until the Calculation Agent next determines the LIB OR Index Rate in accordance with the pravi si ons of the Indenture.

Adjustments to Index Interest Rates. As prcwided in the Indenture, notwithstanding anything to the contrary in the Indenture, with respect to Authority Nctes in an Index Interest Rate Period, (i) from and after any Taxable Date, the interest rate on the Authority Nctes shall be established at a rate equal to the Taxal:le Rate and (ii) subject to the interest rate limitations of Section 2.03 of the Indenture, upon the occurrence and during the continuation of any Event of Default, from and after the effective date of such Event of Default, the interest rate on the Authority Nctes shall at all times be estal:l ished at a rate equal to the greater of the Default Rate and the interest rate that otherwise would be appicable to the Authority Notes but for the pravisions of this paragraph. In the event that a Taxal:le Date and an Event of Default have occurred, the interest rate on the Authority Notes shall be established at a rate equal to the greatest of (A) the Default Rate, (B) the Taxable Rate and (C) the interest rate that otherwise would be applicable to the Authority N ctes but for the prcwi si ons of this paragraph.

Excess Interest. As prcwided in the Indenture, notwithstanding anything in the Indenture to the contrary (but subject to the next sentence), if during an Index Rate Period the rate

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of interest on the Authority Notes exceeds the Maxi mum Rate, then (i) such Authority N ctes shal I ~ar interest at the M axirnum Rate and (ii) interest on such Authority Nctes shall ~ calculated at the rate equal to the difference between (A) the rate of interest for such Authority Notes as calculated pursuant to the Indenture and (B) the Maxi mum Rate (the "Excess Interest") shal I ~ deferred until such date as the rate of interest borne by such Authority Notes is ~lcw the Maximum Rate, at which time that portion of the deferred Excess Interest shall ~ payable with respect to such Authority Notes as wi 11 cause the rate of interest then paid thereon to equal the Maximum Rate, which payments of deferred Excess Interest shall continue until all deferred Excess Interest with respect to the Authority Notes is fully paid.

Notwithstanding any cther prCNision of the Indenture, if at any ti me during an Index Interest Rate Period the Notes are nct in a Bank Direct Payment Period, the Calculation Agent shall nctify the Trustee of each of the interest rates set forth in Index Interest Rate subsections ai::xNe.

In no event shal I the interest rate borne by the Authority Notes at any ti me exceed THE MAXIMUM RATE.

A R emarketi ng Agent may ~ appointed, remaved or replaced in accordance with the pravi si ons of the R emarketi ng Agreement and the Indenture.

The determination of the interest rate on the Authority Nctes by the Remarketing Agent (in such instances as is permitted in the Indenture) with respect to a Weekly Interest Rate Period or Term Interest Rate Period shall ~ conclusive and binding upon the registered Ncteholders of the Authority Notes, the Authority, the Tender Agent, the Borrcwer, the Credit Bank and the Trustee. The determination of the interest rate on the Authority Nctes by the Calculation Agent (in such instances as is permitted in the Indenture) with respect to an Index Interest Rate Period shall ~conclusive and binding upon the Noteholders of the Authority Nctes, the Authority, the Trustee and the Borrcwer.

Demand Purchase of Authority Notes

As pravided in the Indenture, during any Weekly Interest Rate Period, any Authority N ctes or portions thereof in Authorized Denominations shal I ~ purchased at the option of the Ncteholder thereof, or with respect to Book-Entry Nctes, at the o[Xion of the Direct Participant with an cwnership interest in Book-Entry Notes, on any Business Day, at a price of 1 OCP/4 of the principal annountthereof, pl us accrued interest to the Purchase Date, upon (i) delivery to the Trustee, if such Authority N ctes are B ook-E ntry Notes, or otherwi se to the Tender A gent, at its Corporate Trust Office of an irrevocable notice i nwriti ng by 5:00 p.m. (NewY ork City time) on any Business Day, which states the nanne of the registered Noteholder of such Authority Ncte or the Direct Participant for such Authority Note, as app icable, such Direct Participant's account num~r, payment instructions with respect to the Purchase Price of such Authority Note, the principal annount and CUSIP nu~rof such Authority Note and the date on which the sanne shall ~ redeemed or purchased, which date shal I ~ a Business Day not prior to the seventh day next succeeding the date of the delivery of such notice to the Trustee or the Tender Agent, as applicable, and (ii) (a) if such Authority Nctes are not Book-Entry Notes, delivery of such Authority Note to the Tender Agent at its Corporate Trust Office, accompanied by an instrument of transferthereof, in form satisfactory to the Tender Agent, executed in blank by the Noteholder thereof with the

A-7 OHSUSA 7676953'Xl.7

si gnature guaranteed i n accordance with the gui del i nes set forth by one of the nati anal I y recognized medallion signature programs, at or prior to 12:30 p.m. (NewY ork City ti me), on the date specified in such nctice, or (b) if such Authority Notes are Book-Entry Nctes, upon confirmation by OTC that a Direct Participant with respect to Book-Entry Nctes being purchased has an cwnership i nterest i n such B ook E ntry N cte at I east equal to the amount speci fi eel i n such Tender N oti ce, the transfer, on the registration books of OTC, of the beneficial cwnership interest in such Book Entry Ncte tendered for purchase to the account of the Trustee, orto the account of a Direct Participant acting on behalf of such Trustee.

As pravided in the Indenture, if moneys sufficientto pay the Purchase Price of such Authority Notes to be purchased pursuant to the previous paragraph shall be held by the Trustee on the date such Authority N ates are to be purchased, any such Authority N ates to be so purchased which are not delivered by the Ncteholders thereof to the Tender Agent or transferred to the Trustee on the registration books of OTC, as applicable, on the date specified for purchase thereof will be deemed to have been delivered for purchase, or transferred on the registration books of OTC, as appicable, on such date and to have been purchased. The former Hdders of such Authority N ates, or Di rect P arti ci pants with respect to B ook-E ntry N ates, wi 11 thereafter have no rights with respect to such Authority Notes except to receive payment of the Purchase Price therefor upon surrender of such Authority Notes to the Tender Agent or the transfer, on the registration books of OTC, of the beneficial interest in such Book-Entry Notes.

Op:ional Redemption of Authority Notes

(A) On any date during a Weekly Interest Rate Period and on the effective date of any Term Interest Rate Period, as set forth in the Indenture, the Authority Nctes may be redeemed by the Trustee, at the o[Xion of the Authority upon written direction of the Borrcwer and with the written consent of the Credit Bank as pravided in the Agreement, in whole or in part, at a redemption price of 1 OCP/4 of the principal amount thereof, without premium, pl us accrued interest to the date of redem[Xi on.

(B) Suqject to any Ii mitations set forth in a Continuing CavenantAgreement, as set forth in the Indenture, during any Index Interest Rate Period, the Authority Notes are subject to redemption on any Interest Payment Date at the direction of the Borrcwer, on behalf of the Authority, in whole or in part, at a redem[Xion price equal to the principal amount of the Authority N ctes to be redeemed pl us accrued interest thereon to, but nct including, the redemption date.

(C) During any Term Interest Rate Period, as set forth in the Indenture, the Authority Notes also shall be subject to redem[Xion in whole or from time to time in part, at the option of the Authority upon written direction of the Borrcwer and with the written consent of the Credit Bank as prCNided in the Agreement, at the times (measured from the first day of the applicable Term Interest Rate Period), and at the redemption prices ( expressed as percentages of principal amount) set forth belcw, plus accrued interest, if any, to the redemption date:

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(Lesser of) Length of Term I nterest Rate Period or Length of Ti me to Maturity

G reaterthan 1 0 years

G reaterthan 8 and I ess than or equal to l0years

G reater than 6 and I ess than or equal to 8 years

Greater than 4 and I ess than or equal to 6 years

G reaterthan 3 and I ess than or equal to4years

G reaterthan 2 and I ess than or equal to 3 years

G reaterthan 1 and I ess than or equal to 2 years

Less than or equal to 1 year

Redemp:ion Dates and Prices

At any time on or afterthe 5th anniversary of the effective date commencing such Interest Rate Period at 102% declining 1 fl'/4 annually to 100'/o

At any time on or afterthe 5th anniversary of the effective date commencing such Interest Rate Period at 101 1 /2Yo declining 1 fl'/4 annually to 100'/o

At any ti me on or after the 3rd anniversary of the effective date commencing such Interest Rate Period at 101 1/2% declining 1 fl'/4 annually to 100'/o

At any ti me on or after the 2nd anniversary of the effective date commencing such Interest Rate Period at 101% declining 1 fl'/4 annually to 100'/o

At any ti me on or after the 2nd anniversary of the effective date commencing such Interest Rate Period at 100 1/2% declining 1 fl'/4 annually to 100'/o

At any time on or after the 1st anniversary of the effective date commencing such Interest Rate Period at 100 1/2% declining 1 fl'/4 annually to 100'/o

At any time on or after the 1st anniversary of the effective date commencing such Interest Rate Period at 100'/o

On the Interest Payment Date which is six months after the effective date of such Interest Rate Period at 100'/o

Notwithstanding the optional redemp:ion schedules set forth ai:xNe, on or prior to the effective date of the Term Interest Rate Period, the BorrOvVer can prcwide an alternate optional redemption schedule if it obtains an Appraving Opinion.

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(D) The Authority Notes may be redeemed in whde or in part on any date, as described belcw, at a redem[Xion p-ice equal to the principal amount thereof, without p-emium, pus accrued interest to the date of redemption, upon receipt by the Trustee (with a copy to the Authority) of a written notice from the Borrcwer stating that any of the follcwing events has occurred:

(i) All of the 2017 Project or a portion thereof is damaged or destroyed, condemned or taken by eminent domain to such extent that, in the opinion of an independent engineer evidenced by a certificate pravi ded to the Authority and the Trustee, which opinion may be conclusively relied upon by the Trustee and the Authority, that ( 1) it i s not r:;racti call e or desi rabl e to rebui Id, repai r or replace the 2017 Prqject or such portion thereof or the Facility at which the 2017 Project is I ocated within a period of six consecutive months fol lcwi ng such damage destruction or condemnation, and the B orrcwer is or wi 11 be thereby prevented from carrying on its normal operations at the 2017 Project or such portion thereof or the Facility at which the 2017 Prqject is located for a period of at least six consecutive months, or (2) the cost of repair or replacement of the 2017 Project or such portion thereof or the Facility at which the 2017 Prqject is located would substantially exceed the Net Proceeds of insurance carried thereon; or

(ii) The continued operation of all or a portion of the 2017 Project: is enjoined or prevented or is otherwise prohibited by, or conflicts with, any order, decree, rule or regulation of any court or federal, state or I ocal regulatory body, administrative agency or cther gavernmental body.

Anything in this subsection to the contrary notwithstanding, if any of the events described abave shal I have occurred with respect to a portion of, but not al I of, the 2017 Project, the amount of Authority Notes that may be redeemed shall not exceed an annount derived by multiplying the total principal annount of the Authority Nctes by a fraction (a) the numerator of which is the original cost of the 2017 Prqject or portion thereof so affected and (b) the denominator of which is the total original cost of the 2017 Project.

Mandatory Sinking Fund R ederrpti on

As set forth in the Indenture, the Authority Notes are nct subject to mandatory sinking fund redemptions.

Mandatory Redemption U [X)n Invalidity

As set forth in the Indenture, in the event of a prepayment pursuant to Section 7.3(a) of the Agreement as a result of invalidity, the Authority Nctes Outstanding on the date of the occurrence of the invalidity shall be redeemed in whde at any time within 30 days thereafter, at a redemption p-i ce of 1 OCP/4 of the p-i nci pal amount thereof, without premium, pl us accrued interest to the date of redemption. No redem[Xion of the Authority Notes shall be made pursuant to any of the cther redemption p-avisions of the Indenture follcwing invalidity.

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Mandatory Redemption U [X)n a Determination of Taxablity

During a Weekly Interest Rate Period or a Term Interest Rate Period, as set forth in the Indenture, in the event of a prepayment pursuant to Section 7.3(b) of the Agreement as a result of a Determination of Taxablity, the Authority Notes Outstanding on the date of the occurrence of the Determination of Taxablity shall be redeemed in whde at any time within 30days thereafter, at a redemp:ion price of lOCP/4 of the principal amount thereof, without premium, pl us accrued interest to the date of redemption. No redemption of the Authority N ctes shal I be made pursuant to any of the other prcwi si ons of the I ndenture fol I cwi ng a Determination ofTaxability.

Mandatory Redemption for Failure to Renew Alternate Letter of Credit

During a Weekly Interest Rate Period or a Term Interest Rate Period, as set forth in the Indenture, the Authority Nctes shal I be redeemed in whole, at a redemp:ion price equal to lOCP/4 of the principal amountthereof, without premium, plus accrued interest to the redemption date, in the event that any Alternate Letter of Creditthen in effect is not renewed or anew Alternate Letter of Credit or Alternate Credit Facility enhancing the Authority Notes is nct delivered to the Trustee at least 20 calendar days prior to the scheduled exp ration of the then current Alternate Letter of Credit, on a redemption date selected 0\/ the Trustee nct less than five (5) calendar days preceding the expiration date of the then current Alternate Letter of Credit; pravided, hcwever, that there shall be no redemption pursuant to this prcwision if the termination of the Alternate Letter of Credit takes pace in connection with an event which results in the mandatory tender of the Authority Notes pursuant to the prcwisions of the Indenture relating to change of Interest Rate Period.

Mandatory Tender for Purchase of Authority Nctes

(a) As set forth in the Indenture, (i) on each Conversion Date, including a renewal of a Term I nterest Rate Period ( except to the extent pravi ded in the Indenture for certain Conversions between Index Interest Rate Periods) or with respect to a Conversion upon failure or revocation of Conversion as described in the Indenture, or (ii) during a Weekly Interest Rate Period, on the effective date of an Alternate Credit Facility or Alternate Letter of Credit, or (iii) on the second Business Day follcwing the day on which the Trustee receives written notice from a Credit Bank pursuant to the Indenture that an Event of Default has occurred under (and as defined in) the Credit Agreement and directing the Trustee to purchase the Authority Notes, i nwhich event the Trustee shal I promptly give ncti ce to each N ctehol der of the mandatory tender of the Authority N ctes and that i nterest wi 11 cease to accrue to the N otehol der on such Authority Notes after the date of mandatory tender, or (iv) on (I) each Bank Purchase Date, or (11) during any Index Interest Rate Period, the date which is the fourth (4th) Business Day follcwing receipt 0\/ the Trustee of a written notice from the Bank pursuant to the Indenture stating that an Event of Default (as defined in the Continuing Cavenant Agreement) has occurred and is continuing under the Continuing Ccwenant Agreement and requesting the Trustee to cause the mandatory tender for purchase of al I of the Authority Notes (each a "Purchase Date''), the Ncteholder or Direct Participant of such Authority Note shal I tender such Authority Note for purchase as pravided belcw and such Authority Ncte shall be purchased or (for Authority Nctes which are not Book-Entry Nctes) deemed purchased as pravi ded in the Indenture at the Purchase Price, equal to the principal amount

A-11 OHSUSA 7676953'Xl.7

thereof pus accrued and unpaid interest thereon and premium, if any. Payment of the Purchase Price of such Authority Note shall be made 0\/ 4:30 p.m. (New York City time) (1:30 p.m. Los Angel es ti me), in the sanne manner as payment of interest on the Authority N ctes, to the Owner of record, or Direct Participant with respect to Book-Entry Nctes, on the Record Date. If such Authority Notes are nct Book-Entry Notes, the Holder shall deliver such Authority Notes 0\/ no laterthan 12:30 p.m. (New York City time) (9:30 am. Los Angeles time) on the Purchase Date to the Tender Agent at its Corporate Trust Office, accompanied 0\/ an instrument of transferthereof, in form satisfactory to the Tender Agent, with the signature guaranteed in accordance with the guidelines set forth 0\/ one of the nationally recognized medallion signature programs. If such Authority Nctes are Book-Entry Notes, the tendering Direct Participant shall transfer, on the registration books of OTC, the beneficial cwnership interests in such Authority Notes tendered for purchase to the account of the Trustee or a Direct Participant acting on behalf of the Trustee.

(b) Any instrument delivered to the Trustee or Tender Agent in accordance with the foregoing paragraph shall be irrevocable with respect to the mandatory purchase for which such instrument was delivered and shall be binding upon any subsequent Notehdder or Direct Participant of the Authority Note to which it relates, including any Authority Note issued in exchange therefor or upon the registration of transfer thereof and as of the date of such instrument, the Ncteholder or Direct Participant of the Authority Nctes specified in such instrument shall nct have any ri ghtto tender for purchase such Authority N ctes pri orto such Purchase Date.

The Hdder of thi sAuthority Note shall have no rightto institute any suit, action or proceeding at I aw or in equity, for any remedy under or upon the I ndenture orto enforce a drawing on any Alternate Letter of Credit, exce[X as pravided in the Indenture.

No recourse shall be had for the payment of the principal of, premium, if any, or interest on any of the Authority Nctes or for any claim based thereon or upon any obligation, cavenant or agreement in the I ndenture contained, against any past, present or future member, di rector, officer, emp oyee or agent of the Authority, orthrough the Authority, or any successorto the Authority, under any rule of lctN or equity, statute or constitution or 0\/ the enforcement of any assessment or penalty or otherwise, and al I such Ii abi I ity of any such member, di rector, officer, employee or agent as such is hereO)I expressly waived and released as a condition of and in consideration for the execution of the Indenture and the issuance of any of the Authority Notes.

The Indenture contains pravi sions permitting the Authority and the Holders of nct less than 6CP/o in aggregate principal annount of Authority Notes then Outstanding, with the consent of the Bank or the Credit Bank, as applicable, to execute supplemental indentures, or add any pravisions to, or change in any manner, or eliminate any of the pravisions of, the Indenture; pravi ded, hcwever, that no such supplemental indenture, alteration or modification shal I ( 1) extend the fixed maturity of any Authority Ncte, or reduce the annount of principal thereof, or extend the ti me of payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Holder of each Authority Ncte so affected, or (2) reduce the aforesaid percentage of Authority Notes the consent of the Holders of which is required to effect any such modification or annendment, or permit the creation of any Ii en on the Revenues and other assets pledged underthe Indenture priorto or on a parity with the lien created 0\/ the Indenture, or deprive the Holders of the Authority Notes of the lien created 0\/ the Indenture on such Revenues and cther assets (exce[X as expressly prcwided in the Indenture),

A-12 OHSUSA 7676953'Xl.7

withoutthe cmsent of the Holders of all of the Authority Notes then Outstanding. Under certain circumstances described in the Indenture, the Trustee and the Authority may enter into a Supplemental I ndenture without consent of H d ders.

The Indenture prescribes the manner in which it may be discharged and after which the Authority Notes shall no lmger be secured by or entitled to the benefits of the Indenture, except for the purposes of payment of the principal of and premium, if any, and interest on the Authority N ctes as the same become due and payable, including a pravi si on that under certain circumstances the Authority Notes shall be deemed to be paid if certain securities, as defined in the Indenture, maturing as to principal and interest in such amounts and at such ti mes as to insure the avai I abi Ii ty of sufficient moneys to pay the principal of, premium, if any, and interest on such Authority Nctes and al I necessary and proper fees, compensation and expenses of the Trustee shal I have been deposited with the Trustee.

No member or officer of the Authority, nor any individual executingthisAuthority Ncte, shall in any event be suqject to any personal liablity or accountablity by reason of the i ssuance of the Authority Notes.

During an Index Interest Rate Period in which MUFG Union Bank, N.A. is the Hdder of all or any portim of the Authority Notes, such Holder hereby expressly opts out of Article 8 of the Uni form Commercial Code.

To the extent of any cmfl i ct or inconsistency between any prcwi si ms contained in thi sAuthority Note and the Indenture the pravisions of the Indenture shall control.

It is hereby certified that all of the cmditims, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Authority N cte do exist, have happened and have been performed in due ti me, form and manner as required by the Cmstitutim and statutes of the State of California

This Authority Note shall nct be entitled to any benefit under the Indenture, or become valid or obi i gatory for any purpose, unti I the certificate of authenti cati m herem endorsed shall have been manually signed by the Trustee.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

A-13 OHSUSA 7676953'Xl.7

IN WITNESS WHEREOF, CalifITnia Pollution Contrd Financing Authority has caused this Authority Note to be executed in its name and on its behalf 0\/ the facsimile signature of its Chairman and its seal to be affixed hereto, al I as of the ai::xNe date.

[SEAL] CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY

By _____________ _

Chairman

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

Dated: ____________ _

This is one of the Authority Notes described in the withi n--mentioned Indenture.

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

By--------------Authorized Signature

[For Book-Entry Notes only: Unless this certificate is p-esented 0\/ an authorized representative of The Depository Trust Company, a New Y ITk corpcration ("OTC"), to the Authority or its agent fIT registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. IT in such other name as is requested 0\/ an authorized representative of OTC (and any payment is made to Cede & Co. IT to such cther entity as is requested 0\/ an authorized representative of OTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered Owner hereof Cede & Co., has an interest herein.]

A-14 OHSUSA 7676953'Xl.7

[FORM OF ASSIGNMENT]

For value received the undersigned do( es) hereby sel I, assign and transfer unto _______________________ [nanne, address and tax i.d. number of transferee] the wi thi n-menti oned R egi stered Authority Note and de( es) hereby i rrevocall y constitute and appoi nt _______________________ attorney, to transfer the sanne on the books of the Trustee with full pcwer of substitution in the p-emi ses.

Dated: __________ , ________ _

Ncte: The signature(s) to this Assignment must correspond with the nanne(s) as written on the face of the within Registered Authority Ncte in every particular, without alteration or enl argennent or any change whatsoever.

Ncte: Signature(s) must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medal lion Program or in such other guarantee program acceptalle to the Trustee.

A-15 OHSUSA 7676953'Xl.7

[FORM OF SCHEDULE OF PARTIAL REDEMPTIONS]

U rxin al I partial redemp:i ons (whether opti anal, mandatory or otherwise), if this Authority Note is held in the Book--E ntry System, the Trustee shall malke an app-opriate notation on the table belcw or, ifthisAuthority Note is not held in the Book-Entry System, the Owner may malke such nctation itself. The Trustee's records relating to the outstanding principal amount of the Authority Ncte shal I in al I cases prevai I.

Date Amount Remaining Unpaid Si gnature of Redeemed Principal Amount N otehol der or Trustee

A-16 OHSUSA 7676953'Xl.7

EXHIBIT B

TRUSTEE AUDIT LETTER (TrusteeCanpletes)

[NarrE of Trust Officer] The Bank of New York Mellon Trust Company, N.A. 400 South Hope Street, Suite 500 Los Angeles, CA 90071 Attn: Corporate Trust Department

1. Description of Authority Note Issue

Principal Amount Issued

Authority Nctes Outstanding as of J une 30 , ______ or Decerri:Jer 30, ______ , as applicable

2. The abave information ______ agrees ______ does not agree with our records. Please identify differences and documentation of details.

3. During the past six months, did the Borrcwer or Guarantor or Credit Bank, if any, make all required payments to the Trustee at the proper ti me and in the manner required by the Indenture?

Yes _____ No ____ _

4. If the Borrcwer or Guarantor or Credit Bank, if any, failed to make required payments, fl ease attach copies of any correspondence between the Trustee and the B orrOvVer or Guarantor or Credit Bank, if any, discussing the fai I ure and any steps to correct such fai I ure.

5. Has the Trustee received a copy of the I atest annual financial statements of Guarantor, if any, within 120 days of the close of the applicalle Fi seal Year?

Yes_____ No_____ N ct R equi reel_____ Not Applicable ____ _

6. If required under the terms of the Indenture, has the Trustee received a certificate of an officer of the Borrcwer or Guarantor, signed within 120days of the close of the Fiscal Year, stating whetherthere exists any default underthe Loan Agreement, and if a default exists, what the default is, what steps have been or wi 11 be talk en to correct the default?

Yes _____ No_____ Not Required ____ _

7. If a letter of credit or other credit enhancement supports this note issue, wi II such letter of credit or other credit enhancement continue in ful I force during the next 12 months?

Yes _____ No _____ NotApplicalle ____ _

8. Has the Trustee received a copy of the B orrcwer' s annual rebate cal cul ati ons prepared by or on behalf of the BorrOvVer? Yes _____ No _____ Not Applicable ____ _

B-1 OHSUSA 7676953'Xl.7

If no, and the Trustee has any actual kncwledge of why it did nct receive such calculations, fl ease exp ai n on a separate page. Yes _____ No _____ NotApplicalle ____ _

9. Has the Trustee received a Final Prqject Competion Certificate from the Borrcwer?

Yes _____ No _____ NotApplicalle ____ _

10. Has a Certificate of the Borrcwer been received stating that its Financial Statements have been competed?

Yes No NotApplicalle ____ _

11. Has Borrcwer pravided Project Fund Requisitions [with accompanying invoices (if required),] appraved by the Borrcwer and the Bank (if required), to the Trustee?

Yes _____ No _____ NotApplicalle ____ _

12. Has Borrcwer pravided Cost of Issuance Fund Requisitions [with accompanying invoices (if required),] appr0.ted by the Borrcwer or the Authority (if required) and the Bank, if applicable, to the Trustee?

Yes _____ No _____ NotApplicalle ____ _

13. Has the Trustee been notified by the B orrcwer of any conflicts that the Trustee may have as a result of cther business dealings between the Trustee and the B orrcwer and, if so, has the Trustee sent a letter to the Authority and the Bank informing them about this matter?

Yes _____ No _____ NotApplicalle ____ _

If you answered" Nd' to any of the abave, please explain on a separate paper. If any of the abOJe has been waived by the Authority pursuant to the Indenture soi ndicate.

By-------------------------------Date _________________________ _

A uthori zed Signature Title ____________________________ _ Phone No. ____________________ _

B-2 OHSUSA 7676953'Xl.7

EXHIBIT C

[FORM OF PROJECT FUND OR DEPOSITORY BANK PROJECT FUND REQUISITION]

REQUISITION FOR MONEY FROM THE PROJECT FUND OR DEPOSITORY BANK PROJECT FUND

To: [AsAppicable:

The Bank of New York Mellon Trust Company, N.A., as trustee 400 South Hope Street, Suite 500 Los Angeles, CA 90071 Attn: Corporate Trust Department

or

MUFG Union Bank, N.A. 3536 Concours Street Ontario, CA 91 764 Attn: MyraJ uetten

Re: CaliforniaPdlutionContrd FinancingAuthority Variable Rate Demand Solid Waste Disposal Revenue Nctes (MottraCorporation Prqject)

Series 2017 (the "Authority Notes'')

Requisition No. __ _ Project Fund

The undersigned, on behalf of Mottra Corporation (the "Borravver"), herel:Jy requests payment, from the Project Fund for the Prqject identified abave (the "Project"), the tctal amount shavvn belcw to the order of the payee or payees named belavv, as payment or reimbursement for costs incurred or expenditures made in connection with the Project. The payee(s), the purpose and the amount of the disbursement requested are as fd lavvs [and as stated in the attached invoice(s) (no paymentto be rm.de without an accompanying invoice)]:

Payee Purpose Amount [ name and address]

Tctal $

The undersigned herel:Jy certifies as fd I avvs:

1. Of the payment requested, $ ________ constitute costs that (A) were Preliminary Expenditures (as defined in the Tax Certificate and Agreement, dated December 20,

C-1 OHSUSA 7676953'Xl.7

2017 (the "Tax Certificate"), between the BorrOvVer and the California Pollution Contrd Financing Authority) or (B) (i) were paid or incurred lJy the B orrOvVer on or after 60 days priorto Ap-i I 18, 2017, (ii) have been used to finance the acquisition, construction, rehabilitation, rencwation or i mp-averrent of i nstal I ati on, I and and bui I dings and the acqui si ti on and i nstal I ati on of machinery and equiprrent constituting a qualified solid waste disposal p-oject, as defined in Section 142(a) of the Internal Revenue Code of 1986, as amended (the "Code''), and Section l.103--8(f) of the Treasury R egul ati ons thereunder, al I of which property other than I and is of a character suqj ect to the allOvVance for depreciation under Section 167 of the Code, and (iii) are chargealletothe capital account of the Prqject or would be so chargeable either with a proper election lJy the BorrOvVer or but for proper election lJy the BorrOvVer to deduct such costs, within the meaning of Treasury R egul ati on 1. 1 03--8( a) ( 1 ) ; and if any such payrrent i s to be made to a " related person" of the BorrOvVer within the rreaning of Section 147(a) of the Code, such payment represents only the actual out-of-pocket costs incurred lJy such related person in connection with the Project and does not include any intercompany profits or payrrents for early completion. All of such costs are for items that comply with Section 3.3 ("Good Costs'') of the Tax Certificate.

2. Of the payrrent herein requested, $__________ constitute costs not described in paragraph 1 and accordingly are denominated" Bad Costs." The sum of al I Bad Costs paid to date from proceeds of the Authority Notes together with the amount of Bad Costs herein requi si ti oned, i ncl udi ng al I Authority N cte proceeds spent for costs of i ssui ng the Authority Notes, does not exceed$ _______ , which is [CP/4-3%] of the Authority Ncte proceeds and the earnings from investing and reinvesting such p-oceeds or from investing and reinvesting such earnings, unless this requisition is accompanied with an opinion of Authority Note Counsel allOvVing a greater amount of Authority Note p-oceeds to be spent for Bad Costs.

3. Each obligation rrentioned herein is described in Section 3.2 of the Loan Agreerrent relating to the Prqject, has been p-operly incurred and is a proper charge against the Project Fund, and each item for which payrrent is requested is or was necessary in connection with the acqui si ti on, construction, rehabi Ii tati on, renavati on, i nstal I ati on, i mp-averrent or equipping of the Prqject. None of the items for which payment is requested has been reimbursed previously from the Project Fund, and none of the payrrents herein requested wi 11 result in a breach of the representations and agreerrents in Section 2.3 of the Loan Agreerrent relating to the Project. At least 97.CP/o of the amount requisitioned, together with all amounts requisitioned to date, have in the aggregate been used to pay for or to rei mburse the B orrOvVer for expenditures properly al I ocabl e to costs of the Project. An invoice representing each item for payrrent as required lJy Section 3. 2( c) of the Loan A greerrent i s attached hereto.

C-2 OHSUSA 7676953'Xl.7

Dated:

MOTTRA CORPORATION

By ---------------------------------Authorized Rep-esentative

Appraved l:Jy: MUFG UNION BANK, N.A.

By -------------------------------Authorized R ep-esentative

C-3 OHSUSA 7676953'Xl.7

EXHIBIT D

[FORM OF COSTS OF ISSUANCE FUND REQUISITION]

REQUISITION FOR MONEY FROM THE COSTS OF ISSUANCE FUND

To: The Bank of New York Mellon Trust Company, N.A., as trustee 400 South Ho~ Street, Suite 500 Los Angeles, CA 90071 Attn: Corporate Trust Department

Re: CaliforniaPdlutionContrd FinancingAuthority Variable Rate Demand Solid Waste Disposal Revenue Nctes ( M ottra Corrxirati on P rqj ect) Series 2017 (the "Authority Notes'')

Requisition No. __ _ Account Costs of Issuance Fund

The undersigned, on behalf of Mottra Corporation (the "Borravver"), herel:Jy requests payment, from the Account of the Costs of Issuance Fund identified ai:xNe forthe Project identified ai:xNe (the" Prqject"), the total amount shavvn belavv to the order of the payee or payees named bel ON, as payment or reimbursement for costs incurred or ex~nditures made in connection with the issuance of the Authority Notes. The payee(s), the purpose and the amount of the disbursement requested are as follavvs [and as stated in the attached invdce(s) (no payment to be made without an accompanying invoice)]:

Payee [ name and address]

Purpose Amount

Tctal $

The undersigned herel:Jy certifies as fd I avvs:

Each obligation mentioned herein is described in Section 3.2 of the Loan Agreement relating to the Prqject, has been pro~rly incurred and is a pro~r charge against the Costs of Issuance Fund, and each item for which payment is requested is or was necessary in connection with the issuance of the Authority Nctes. None of the items for which payment is requested has been reimbursed previously from the Costs of Issuance Fund, and none of the payments herei n requested wi 11 result i n a breach of the representations and agreements i n S ecti on 2.3 of the Loan Agreement relating to the Project. Invoices evidencing each obligation mentioned herei n are attached hereto.

Dated:

MOTTRA CORPORATION

D-1 OHSUSA 7676953'Xl.7

Appraved l:Jy: MUFG UNION BANK, N.A.

By Authorized R ep-esentative

Authority Account only: CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY

By Executive Director

[Attachment: Invoices for each listed obligation]

D-2 OHSUSA 7676953'Xl.7

By Authorized R ep-esentative

EXHIBIT E

[FORM OF DIRECTION TO TRANSFER FUNDS]

DIRECTION TO TRANSFER MONEY FROM THE PROJECT FUND

To: The Bank of New York Mellon Trust Company, N.A., as trustee 400 South Ho~ Street, Suite 500 Los Angeles, CA 90071 Attn: Corporate Trust Department

Re: CaliforniaPdlutionContrd FinancingAuthority Variable Rate Demand Solid Waste Disposal Revenue Nctes ( M ottra Corrxirati on P rqj ect) Series 2017 (the "Authority Notes'')

Pursuant to Section 3.04 of the Indenture, dated as of December 1, 2017 (the "Indenture"), between the CaliforniaPdlution Control FinancingAuthority and The Bank of New York Mellon Trust Company, N.A. (the "Trustee") relating to the Authority Notes (the "Indenture"), the undersigned hereby directs the Trustee to transfer al I remaining moneys in the Project Fund, after payment of the initial requisition submitted at Authority Ncte closing, to the follcwing Depository Bank (defined in the lndenture)(such funds to be maintained by such Depository Bank in accordance with Sections 3.04 and 5.05 of the Indenture, Section 3.2 of the Loan Agreement (as defined in the Indenture) and the Tax Certificate (as defined in the Indenture).

This Direction shall remain in effect until rescinded by the BorrOvVer.

Dated:

The undersigned acknOvVledges that it has read Sections 3.04and 5.05 of the Indenture, Section 3.2 of the Loan Agreement (as defined in the Indenture) and the Tax Certificate (as defined in the Indenture) and agrees to comply with the pravi si ons thereof:

E-1 OHSUSA 7676953'Xl.7

MOTTRA CORPORATION

By Authorized R ep-esentative

[INSERT NAME OF APPLICABLE DEPOSITORY BANK], as depository bank

By ____________ _ Authcrized Representative

[Attachrrent: Invoices frr each listed obligation]

E-2 OHSUSA 7676953'Xl.7

EXHIBIT F

[FORM OF PURCHASER LETTER]

PURCHASER LETTER

The HoncrableJ ohn Chiang Treasurer of the State of Califrrnia 915 Capitol Mall, Room 261 Sacramento, California 95814

California Pd I uti on Contrd Financing Authority 001 Capitol Mall, 2nd Floor Sacramento, California 95814

M ottra Ccrporati on 7202 Petterson Lane Paramount, California 90723

The Bank of New York Mellon Trust Company, N.A. 400 S. Ho~ Street, Suite 500 Los Angel es, California 90071 Attention: Ccrporate Trust Office

Re: CaliforniaPdlutionContrd FinancingAuthority Variable Rate Demand Solid Waste Disposal Revenue Nctes (MottraCorporation Prqject) Series 2017

Ladies and Gentlemen

The undersigned ( the " Purchaser") of the ai:xNe--ref erenced notes ( the "Authority Notes") hereby acknavvl edges recei fl: of the A uthcri ty N ctes in fully registered form and in the aggregate p-incipal amount of $6,125,000, constituting all of the full face amount of the Authority Notes. TheAuthcrity Notes have been acquired checked, ins~cted and apprCNed by the Purchaser. This letter is being prCNided pursuanttothe Indenture, dated as of December 1, 2017 (the" Indenture''), between the California Pollution Control Financing Authority (the "Authority") and The Bank of New Y rrk Mellon Trust Company, N.A. (the "Trustee") and the Note Purchase Contract, dated [Sale Date], 2017 (the" Purchase Contract"), by and among the undersigned, the Authority and the Treasurer of the State of California, as agent for sale, as app-aved by Mottra Corpcration (the " B orravver") .

The undersigned acknavvl edges that the Authority N ctes were issued for the purpose of assisting in the financing and refinancing of the acquisition, construction, installation andpr equippng of solid waste disposal facilities and equipment in South San Francisco, Califrrnia, as more particularly described in the Loan Agreement, dated as of December 1, 2017 (the "Loan

F-1 OHSUSA 7676953'Xl.7

Agreement" and together with the Indenture and the Purchase Cmtract, the" Note Documents''), between the Authority and the BorrOvVer, as duly arrended or suppemented from ti me to time in accordance with its terms. The undersigned further acknOvVledges that the Authority Notes are secured by the Indenture, which creates a security interest in the Revenues and other funds and moneys pledged under the Indenture for the benefit of the holders and OvVners of the Authority Nctes.

In connection with the purchase of the Authority Notes, the Purchaser hereby makes the fol I cwi ng representati ms upon which representations you may rely:

1. The Purchaser is a "qualified institutional buyer" as defined in Rule 144A promulgated underthe Securities Act of 1933, as arrended (the" 1933 Act") that is a commercial bank organized under the laws of the United States, or any state thereof, or any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, and, in any such case, having a combined capital and surp us, determined as of the date of any transfer, of not less than $5,000,000,000.

2. The Purchaser has been prCNided, and has read and understood the Ncte Documents.

3. The Purchaser has sufficient knOvVledge and experience in financial and business matters, including purchase and OvVnership of municipal and other tax-exempt obligatims, to be able to evaluate the risks and merits of the investment represented by the Note Documents and the Authority Notes. The Purchaser is able to bear the economic risks of such investment.

4. The Purchaser understands that the obi i gati ons of the Authority to make payments under the Authority Nctes are special, limited obligations payable solely from amounts paid to Authority from BorrOvVer pursuant to the terms of the Loan Agreement, the Indenture and the Authority N ctes and that notwi thstandi ng anythi ng to the contrary contai ned therei n, the Authority shal I not be obi i gated to use any other mmeys or assets of the Authority to pay any portion of the costs of the 2017 Project, the Costs of Issuance or make any other payment or advance any moneys or be liable for any cther costs or expenses in cmnectim with the 2017 Project, the Costs of Issuance, the Authority Nctes or the Ncte Documents, exce[X from Revenues and other assets fl edged under the I ndenture, and no such payment shal I cmsti tute a charge against the general credit of Authority. The Purchaser further understands that Authority shall not be directly or indirectly or contingently or morally obligated to use any other mmeys or assets of Authority to pay the Authority Notes or any portion of the costs of the 2017 Project, the Costs of Issuance or for al I or any portion of such other costs or expenses.

5. The Purchaser acknOvVledges that it has either been suppliedwith, or has been given access to, information, including financial statements and other financial information which it has requested from B orrOvVer in order to make an informed investment decision, and has had the opportunity to ask questions and receive answers from knOvVledgeable individuals concerning B orrOvVer, the Project, the Note Documents, the Authority Notes and the security therefore, so that it has been able to make an informed investment decision. No information requested by the Purchaser was denied to the Purchaser. The Purchaser ackncwledges that it has nct relied upon the Authority or its members, employees, officers or agents as to the accuracy or completeness of

F-2 OHSUSA 7676953'Xl.7

any information p-avided to the Purchaser by the BorrOvVer concerning the BorrOvVer, the Project, the Ncte Documents, the Authority Notes and the security therefore.

6. The Purchaser has rnade its cwn inquiry and analysis with respect to the Ncte Documents and the Authority N ctes and the security therefore, and cther rnateri al factors affecting the security and payment of such payments set forth in the Ncte Documents and the tax exemption of the Authority Notes. The Purchaser is aware thatthe business of the B orrOvVer invdves certain econorni c variables and risks that could adversely affect the security forthe Authority N ctes. The Purchaser has exam ned drafts in final forrn of the basic I egal documents relating to the N cte Documents, including the Tax Certificate and the proposed legal opnions to be delivered by Orrick, Herrington & Sutcliffe, LLP, Note Counsel to the Authority, andJ ensen & Jensen, LLP, B orrOvVer' s Counsel.

7. The Purchaser understands that no official statement, offering statement, p-ospectus, offering circular or other comprehensive offering statement with respect to the Authority Nctes has been or will be prepared or pravided. The Purchaser has rnade itsOvVn inquiry and analysis and conducted its OvVn due diligence, to the extent the Purchaser deemed necessary, with respect to its purchase of the Authority N ctes.

8. The Purchaser is acquiring the Authority Notes solely for its OvVn account for investment purposes and nct with a view to resale, presently intends to hold the Authority Nctes for an indefinite period of ti me unti I the Initial Bank Purchase Date, does not presently intend to rnake a di stri buti on of, or to offer for sale, pl edge, transfer, convey or dispose of the Authority Nctes or any interest therein, except forthe sale of the Authority Nctes, in whole, to an Affiliate of the Purchaser or a Qualified Institutional Buyer in Authorized Denominations in accordance with the terrns of the Indenture. The Purchaser further represents that in the event the Purchaser sel Is, transfers or assigns the Authority Notes to a Qualified Institutional Buyer, such sale, transfer or assignment rnay only be rnade to a Qualified Institutional Buyer which is a commercial bank organized under the laws of the United States, or any state thereof, or any ether country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, and, in any such case, having a combined captal and surplus, determined as of the date of any transfer, of nct less than $5,000,000,000. The Purchaser acknOvVI edges that any sale of the Authority N ctes in vi d ati on of the transfer requirements set forth in the I ndenture wi 11 be nul I and void.

9. The Purchaser acknOvVledges that the Authority Notes have not been and will not be registered underthe 1933 Act or under any state securities lctNs and that such registration is not legally required. The Purchaser further ackncwledges: (i) thatthe Purchaser is sdely responsible for complying with any applicable state and federal securities lctNs and agrees that the Purchaser will comply with any applicable state and federal securities lctNs then in effect with respect to any subsequent disposition of the Authority Notes contemplated by, and in accordance with, paragraph (8) abave, including laws relating to disclosure of material information, (ii) that any current exem[Xions from registration of the Authority Nctes do not affect or diminish the requirement set forth i n thi s paragraph ( 9) ; and ( i i i) that nei therthe Authority northe B orrOvVer has agreed, or i s obligated in any fashion, to supply any information or ctherwise participate in any fashion in any such subsequent di sposi ti on of the Authority Notes.

F-3 OHSUSA 7676953'Xl.7

10. The Purchaser ackncwl edges that the Purchaser has been informed that the Authority Nctes: (i) have not been and wil I nct be registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any jurisdiction; (ii) wil I not be Ii sted on any stock or other securities exchange; (iii) have not been assigned a rating by any national securities rating agency; and (iv) may not be readily marketal:l e.

11. The Purchaser ackncwledges that the Purchaser is responsible for consulting with its advisors concerning any obligations, including, but not limited to, any obligations pursuant to federal and state securities and income tax laws the Purchaser rnay have with respect to the subsequent sale of the Authority Notes in accordance with the Indenture, if and when any such future sale of the Authority N ctes may occur.

12. The Purchaser ackncwledges that the Purchaser is aware that neither the Authority nor its members, staff, counsel, financial advisors or agents nor any cther individuals have made any independent investigation with respect to the sufficiency of the revenues of the Borrcwer to pay amounts cwed with respect to the Authority Nctes.

13. The Purchaser ackncwledges that, (i) as between the Purchaser and the Authority and (ii) as between the Purchaser and the B orrcwer, the Purchaser has assumed responsi bi I ity for obtaining such i nforrnati on and rnaki ng such revi evv as the Purchaser deemed necessary or desirable in connection with its decision to purchase the Authority Notes. The Purchaser ackncwledges that the Purchaser has nct relied upon the Authority for any information in connection with the Purchaser's purchase of the Authority Notes.

14. The Purchaser has the authority to purchase the Authority Nctes and to execute this I etter and any cther instruments and documents required to be executed by the Purchaser in connection with its purchase of the Authority Notes. The undersigned is a duly appointed, qualified, and acting representative of the Purchaser, is authorized to rnake the certifications, representations and warranties contained herein on behalf of the Purchaser and is authorized to execute and deliver this I etter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of the Authority Nctes.

15. The Purchaser agrees to indemnify and hold harmless the Authority and the Treasurer of the State of California (the "Treasurer") and their respective members, employees, officers and agents, with respect to any cl ai rn asserted against any of thern that is based upon the Purchaser's sale, transfer or cther disposition in violation of the pravisions hereof or of the Indenture or any inaccuracy in any statements made by us in this I etter, otherthan any cl ai rn that is based upon the gross negligence or willful rni sconduct of the Authority or the Treasurer.

16. The undersigned hereby waives any and all claims, actions, or causes of action which the undersigned may have frorn and after the date hereof against the Authority or the Treasurer or their respective members, officers, agents, and ernpl oyees grcwi ng out of any action which the Authority or the T reasurertook or could have taken in connection with the authorization, execution, delivery, and sale of the Authority Notes orthe purchase thereof by the Purchaser or in connection with any statements or representations which induced the Purchaser to purchase the Authority Notes.

F-4 OHSUSA 7676953'Xl.7

17. The Purchaser has executed and delivered this letter in connection with the execution and delivery of the Note Documents as an inducement to the Authority to cause the execution and delivery of the Note Documents. Only the addressees hereof may rely upon this letter.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

F-5 OHSUSA 7676953'Xl.7

Captalized terms used herein and not otherwise defined have the meanings given such tenns in the Indenture.

[PURCHASER]

By ________________________________ _ Name _____________________________ _ Title -------------------------------

F--6 OHSUSA 7676953'Xl.7

EXHIBIT G

FORM OF CONVERSION NOTICE

[DATE]

The Bank of New York Mellon Trust Company, N.A. 400 South Ho~ Street, Suite 500 LOS Angel es, CA <u:l71 Attn: Corporate Trust Department

[RE MARKETING AGENT]

[MARKET AGENT]

[CALCULATION AGENT]

[BANK]

Re: CaliforniaPdlutionContrd FinancingAuthority Variable Rate Demand Solid Waste Disposal Revenue Nctes ( M ottra Corrxirati on P rqj ect) Series 2017

Ladies and Gentlemen:

Reference is hereby made to that:

A. Indenture, dated as of Decerri:Jer 1, 2017 (the "Indenture''), between California Pollution Control FinancingAuthority (the "Authority") and The Bank of New York Mellon Trust Company, N.A., as Trustee; and

B. Loan Agreement, dated as of December 1, 2017 (the "Agreement"), between the Authority and MottraCorporation (the "Borravver").

All capitalized terms contained herein which are nct s~cifically defined shall have the meanings assigned to such terms in the Indenture.

The Borrcwer hereby elects, pursuant to Section 2.03(f) of the Indenture, to change the Interest Rate Period for the Authority Notes to a new Interest Rate Period as fdlavvs:

1. Conversion Date:

2. New Interest Rate Period: [Weekly Interest Rate Period] [Index Interest Rate Period] [Term Interest Rate Period].

3. Credit Facility: an Alternate Credit Facility is [not] to be in effect from and after the Conversion Date. [Terms: ________________________ ]

G-1 OHSUSA 7676953'Xl.7

[IF A TERM INTEREST RATE PERIOD IS SELECTED:

4. Term of Fixed Rate Period [to Maturity].

5. New Fixed Rate:

6. Evidence of Alternate Letter of Credit (prcwides interest caverage sufficient to rrai ntai n or olXai n a rati ng on the A uthori ty Notes equal to at I east "A-'') or ( i) written evi dence from a Rating Agency[ _____ ], if appicable, is attached as hereto as Exhibt 1 and (ii) written consent of the Authority is attached as Exhibit 2.

7. [If redemption premiums different from Section 4.01(7)] Redemp:ion Premiums:

8. The Authority, at the direction of the BorrOvVer hereby elects that after the Conversion Date [the Authority Notes may be converted to have one or more Stated Maturities maturing sequentially in consecutive years] [all or a portion of the Authority Notes may be converted to one or more term notes subject to mandatory sinking fund redemption, with principal installments due sequentially in consecutive years and the principal annount of any Authority Ncte due either at a Stated Maturity or on a mandatory sinking fund payment date shall be in an Authorized Denomination].

9. In accordance with Section 2.03(f)(iii) of the Indenture, the Authority will pravide by 10:00am, local time, on the proposed Conversion Date specified abave an Appraving Opnion.].

[IF AN INDEX INTEREST RATE PERIOD IS SELECTED:

4. New Index Interest Rate: [LIBOR Index Rate] [SIFMA Index Rate].

5. New Bank Purchase Date:

6. New Applicable Spread: _____ .

7. [lfLIBOR Index Rate] NewAppicalleFactor: _______ %.]

[IF A WEEKLY INTEREST RATE PERIOD IS SELECTED:

8. Evidence of appointment of Remarketing Agent and acceptance of such appointment is attached hereto as Exhibit 1.

9. Evidence that a Credit Bank will pravide security for the Authority Notes with an expected rating from a Rating Agency of at I east "A-'', if applicable, is attached hereto as Exhibt 2.]

In accordance with Section 2.03(f)(iii) of the Indenture, the BorrOvVer shall deliver to the Remarketing Agent, if any, the Market Agent, if any, the Calculation Agent, if any, the Bank, if any, and the Trustee by 10:00 am., local time, on the proposed Conversion Date specified abave an Appraving Op nion.

G-2 OHSUSA 7676953'Xl.7

Very truly yours,

MOTTRA CORPORATION

By------------------------------Name __________________________ _ Title ___________________________ _

[Bank] hereby agrees, subject to the satisfaction all requirements of the Indenture, to p.,1rchase the Authority Notes in the new [Index Interest Rate Period] [Term Interest Rate Period] upon the foregoing terms on the Conversion Date.

[ ______ ], as Bank

By------------------------------Name __________________________ _ Title ___________________________ _

G-3 OHSUSA 7676953'Xl.7

[IF AN INDEX INTEREST RATE PERIOD IS SELECTED: In the judgment of the Market Agent, having due regard for prevailing market conditions for notes or other securities comparable as to tax treatment, credit and maturity to the Authority Notes, the interest rate atwhi ch ~---~ has agreed to purchase the Authority Notes as set forth abave is the interest rate necessary, but does nct exceed the interest rate necessary, to enable the Authority Nctes to be paced at a price of par on the Conversion Date.]

Ackncwl edged and Agreed:

[The Bank of New York Mellon Trust Company, N.A.], as Trustee

By ____________ _ Name ------------Tit I e --------------

cc: Authority

[Paying Agent]

[Rating Agency]

[Credit Bank]

OHSUSA 7676953'Xl.7

[ __________ ], as Market Agent

By------------------------------Name __________________________ _ Title ___________________________ _

G-4

EXHIBIT H

FORM OF NOTICE OF CONVERSION DATE

[NarrE and Address of Owner]

This Notice of Conversion Date is delivered pursuant to that certain I ndenture, dated as of Decerri:Jer 1, 2017 (the "Indenture"), between The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), and California Pollution Control Financing Authority (the "Authority"), relating to the Authority's Variable Rate Demand Sdid Waste Disposal Revenue Nctes (M ottra Corporation Project) Series 2017 (the "Authority Nctes''). You are herel:Jy nctified that:

1. Mottra Corporation (the" Borrower") has elected to change the Interest Rate Period pertaining to the Authority Notes to a new Interest Rate Period (or frorn an Index Interest Rate Period to a new Index Interest Rate Period).

2. The consent of the Bank, if appl i call e, required lJy the I ndenture is attached hereto as Exhibit 1.

3. The proposed Conversion Date shal I be _______________ .

4. As a result of the proposed Conversion, a Purchase Date, as defined in the Indenture, shal I occur and the Authority Notes shall be subject to mandatory tender for purchase at the Purchase Price thereof, as defined in the Indenture.

5. If certain conditions set forth in the Indenture are not satisfied or if the Conversion is revoked, the I nterest Rate Period shal I not be changed.

6. Al I Authority Notes should be presented to the Trustee at [ _________________________ ].

7. Owners have no right to retain Authority Notes subject to mandatory tender. [The Authority Notes will be rernarketed lJy [ ______________ ] as Rernarketing Agent. Owners interested in repurchasing Authority N ctes on the Conversion Date rnay contact the R ernarketi ng Agent at [ ___________ ] .]

8. Al I capitalized terrns not otherwise defined herein shal I have the rneani ng given to such terrns in the I ndenture.

OHSUSA 7676953'Xl.7

Very truly yours,

The Bank of New York Mellon Trust Company, N.A., as Trustee

By: ____________________________ _

H-1

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS; CONTENT OF CERTIFICATES AND OPINIONS .......... 2

SECTION 1.01. Definitions. ........................................................................................... 2

SECTION 1.02. Content of Certificates and Opinions ................................................. 27

SECTION 1.03. Interpretation ...................................................................................... 28

SECTION 1.04. Definitions I napplicalle During Index Interest Rate Period .............. 28

ARTICLE II THE AUTHORITY NOTES ........................................................................ 28

SE CTI ON 2.01. Authorization and Delivery of Authority Notes ................................ 28

SE CTI ON 2.02. Fann of the Authority Notes .............................................................. 28

SE CTI ON 2.03. Interest Rates ...................................................................................... 29

SE CTI ON 2.04. Demand Purchase of Authority Notes ............................................... 36

SECTION 2.05. Execution of Authority Notes ............................................................ 37

SECTION 2.06. Transfer of Authority Notes ............................................................... 37

SE CTI ON 2.07. Exchange of Authority Notes ............................................................. 39

SECTION 2.08. Authority Note Register ..................................................................... 39

SE CTI ON 2.09. Notes Mutilated, Lost, Destroyed or Stolen ....................................... 39

SECTION 2.10. Book-EntryOnlySystem ................................................................... 40

ARTICLE Ill ISSUANCE OF AUTHORITY NOTES; APPLICATION OF PROCEEDS .................................................................................................. 42

SE CTI ON 3.01. Issuance of the Authority Notes ......................................................... 42

SECTION 3.02. Application of Proceeds of Authority Notes and Other Amounts ............................................................................................. 42

SECTION 3.03. [Reserved] .......................................................................................... 42

SECTION 3.04. Project Fund ....................................................................................... 42

SECTION 3.05. Costs of Issuance Fund ...................................................................... 45

SECTION 3.06. Validity of Authority Notes ............................................................... 45

ARTICLE IV REDEMPTION AND PURCHASE OF AUTHORITY NOTES ................ 45

SECTION 4.01. Terms of Redemption of Authority Notes ......................................... 45

SECTION 4.02. Selection of Authority Notes for Redemp:ion: Purchase in Lieu of Redemption ........................................................................... 49

SECTION 4.03. Notice of Redemption ........................................................................ 49

SECTION 4.04. Partial Redemption of Authority Notes ............................................. 50

--i-OHSUSA 7676953'Xl.7

TABLE OF CONTENTS (continued)

Page

SECTION 4.05. Effect of Redemption ......................................................................... 50

SECTION 4.06. Mandatory Tender for Purchase of Authority Nctes ......................... 51

SECTION 4.07. Purchase and Remarketing of Authority Nctes ................................. 52

ARTICLE V REVENUES; FUNDS AND ACCOUNTS; PAYMENT OF PRINCIPAL AND INTEREST .................................................................... 58

SE CTI ON 5.01. Pledge and Assignment; Revenue Fund ............................................ 58

SECTION 5.02. Allocation of Revenues ...................................................................... 59

SECTION 5.03. Priority of Moneys in Revenue Fund; Alternate Letter of Credit ...... 59

SE CTI ON 5.04. Alternate Letter of Credit ................................................................... 61

SE CTI ON 5.05. Investment of Moneys ........................................................................ 61

SECTION 5.06. Reba.teFund ....................................................................................... 63

ARTICLE VI PAR Tl CU LAR COVENANTS .................................................................... 64

SE CTI ON 6.01. Punctual Payment.. ............................................................................. 64

SECTION 6.02. Extension of Payment of Authority Notes ......................................... 64

SECTION 6.03. Against Encumlxances ....................................................................... 65

SECTION 6.04. Pavverto I ssueAuthority Notes and Malke Pledge and A~~ment ........................................................................................ 65

SECTION 6.05. Accounting Records and Rerx:irts ....................................................... 65

SE CTI ON 6.06. Arbtrage Cavenants .......................................................................... 65

SE CTI ON 6.07. Other Cavenants ................................................................................. 66

SECTION 6.08. WaiverofLaws .................................................................................. 67

SECTION 6.09. Further Assurances ............................................................................. 67

SECTION 6.10. ContinuingDisclosure ....................................................................... 67

ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF NOTE HOLDERS .......... 67

SE CTI ON 7.01. Events of Default; Acceleration; Waiver of Default.. ........................ 67

SECTION 7.02. Institution of Legal ProceedingsByTrustee ..................................... 69

SECTION 7.03. Application of Revenues And Other Funds After Default.. ............... 70

SECTION 7.04. TrusteetoRepresentNoteholders ...................................................... 71

SECTION 7.05. Noteholders' Direction of Proceedings .............................................. 72

SECTION 7.06. Limitation on Notehdders' Right to Sue ........................................... 72

SECTION 7.07. Absolute Obligation of Authority ...................................................... 72

-ii-OHSUSA 7676953'Xl.7

TABLE OF CONTENTS (continued)

Page

SECTION 7.08. Termination of Proceedings ............................................................... 72

SECTION 7.09. Remedies Not Exclusive .................................................................... 73

SE CTI ON 7.10. No Waiver of Default.. ....................................................................... 73

SE CTI ON 7.11. Consent to Defaults ............................................................................ 73

ARTICLE VIII THE TRUSTEE, THE PAYING AGENT, THE NOTE REGISTRAR, THE TENDER AGENT, AND THE RE MARKETING AGENT ............... 73

SECTION 8.01. Duties, lmmunitiesandLiabilitiesofTrustee .................................... 73

SECTION 8.02. Merger, Consolidation or Sale of Trust Business .............................. 77

SECTION 8.03. Liability of Trustee ............................................................................ 77

SECTION 8.04. Right of Trustee to Rely on Documents ............................................ 78

SE CTI ON 8.05. Preservation and I ns~cti on of Documents ........................................ 79

SECTION 8.06. Com~nsationandlndemnification ................................................... 79

SECTION 8.07. Paying Agent ...................................................................................... 79

SE CTI ON 8.08. Notices to the Authority ..................................................................... 80

SE CTI ON 8.09. Notices to Parties ............................................................................... 80

SECTION 8.10. DutiesofRemarketingAgent ............................................................ 81

SECTION 8.11. Eligibility of RemarketingAgent; Replacement.. .............................. 81

SE CTI ON 8.12. Com~nsation of Remarketi ng Agent ................................................ 82

SECTION 8.13. Appointment and Duties of Tender Agent ......................................... 82

SECTION 8.14. Eligibility of Tender Agent; Replacement ......................................... 82

SECTION 8.15. Com~nsation of Tender Agent ......................................................... 83

SECTION 8.16. Appointment and Duties of Ncte Registrar ....................................... 83

SECTION 8.17. Eligibility of Ncte Registrar ............................................................... 83

SECTION 8.18. Note Registrar's Performance of Duties ............................................ 84

SECTION 8.19. Repacement of Note Registrar .......................................................... 84

ARTICLE IX MODIFICATION OR AMENDMENT OF THE INDENTURE ................ 84

SE CTI ON 9.01. Amendments Permitted ...................................................................... 84

SECTION 9.02. Effect of Supplemental Indenture ...................................................... 86

SECTION 9.03. Endorsement of Authority Notes; Preparation of New Authority Notes .................................................................................. 86

SECTION 9.04. Amendment of Particular Authority Notes ........................................ 87

-iii-OHSUSA 7676953'Xl.7

ARTICLE X

TABLE OF CONTENTS (continued)

Page

DEFEASANCE ............................................................................................ 87

SE CTI ON 10.01. Discharge of Indenture ....................................................................... 87

SECTION 10.02. Discharge of Liability on Authority Nctes ........................................ 88

SECTION 10.03. Deposit of Money or Securities with Trustee .................................... 88

SECTION 10.04. Payment of Authority Notes After Discharge of Indenture Obi igation .......................................................................................... 89

ARTICLE XI MISCELLANEOUS ..................................................................................... 89

SECTION 11.01. Liability of Authority Limited to Revenues ....................................... 89

SECTION 11.02. Successor Is Deemed Included in All References to Predecessor ........................................................................................ 90

SECTION 11.03. Limitation of Rights to Parties and Noteholders ................................ 90

SECTION 11.04. WaiverofNctice ................................................................................ 90

SECTION 11.05. Destruction of Authority Nctes .......................................................... 90

SECTION 11.CXi. SeverablityoflnvalidPravisions ...................................................... 90

SECTION 11.07. Gaveming Law; Venue ...................................................................... 91

SECTION 11.08. Notices ............................................................................................... 91

SECTION 11.09. EvidenceofRightsofNotehdders .................................................... 92

SECTION 11.10. Disqualified Authority Nctes ............................................................. 92

SECTION 11.11. Money Held for Particular Authority Notes ...................................... 93

SE CTI ON 11.12. Funds and Accounts; Business Day ................................................... 93

SE CTI ON 11.13. Waiver of Personal Li abi I ity .............................................................. 93

SECTION 11.14. Opinion of Note Counsel ................................................................... 93

SE CTI ON 11.15. Complete Agreement ......................................................................... 94

SECTION 11.16. Execution in Several Counterparts ..................................................... 94

SECTION 11.17. Effect of Credit Bank Default ............................................................ 94

EXHIBIT A [FORM OF AUTHORITY NOTE] ..................................................................... A-1

EXHIBIT B TRUSTEE AUDIT LETTER (TRUSTEE COMPLETES) ................................. B-1

EXHIBIT C [FORM OF PROJECT FUND OR DEPOSITORY BANK PROJECT FUND REQUISITION] ............................................................................. C-1

EXHIBIT D [FORM OF COSTS OF ISSUANCE FUND REQUISITION] ........................... D-1

EXHIBIT E [FORM OF DIRECTION TO TRANSFER FUNDS] ........................................... E-1

-iv-OHSUSA 7676953'Xl.7

TABLE OF CONTENTS (continued)

Page

EXHIBIT F [FORM OF PURCHASER LETTER] ................................................................... F-1

EXHIBIT G FORM OF CONVERSION NOTICE [DATE] .................................................. G-1

EXHIBIT H FORM OF NOTICE OF CONVERSION DATE ................................................ H-1

-v-OHSUSA 7676953'Xl.7

EXECUTED VERSION

LOAN AGREEMENT

between

CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY

OHSUSA 767695405.7

and

MOTTRA CORPORATION

Dated as of December 1, 2017

relating to

$6,125,000 California Pollution Control Financing Authority

Variable Rate Demand Solid Waste Disposal Revenue Notes

(Mottra Corporation Project) Series 2017

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS .................................................................................................... 2

Section 1.1. Definition of Terms .................................................................................... 2

Section 1.2. Number and Gender. .................................................................................. 2

Section 1.3. Articles, Sections, Etc ................................................................................ 2

ARTICLE II REPRESENTATIONS ........................................................................................ 2

Section 2.1. Findings of the Authority ........................................................................... 2

Section 2.2. Representations of the Authority ............................................................... 3

Section 2.3. Representations and Warranties of the Borrower ...................................... 3

ARTICLE III CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE AUTHORITY NOTES ........................................................................................ 5

Section 3.1. Agreement to Construct the 2017 Project; Modifications of the 2017 Project. .............................................................................................. 5

Section 3.2. Disbursements from the Project Fund or the Depository Bank Project Fund; Disbursements from the Costs oflssuance Fund ................ 6

Section 3.3. Establishment of Completion Date; Obligation of Borrower to Complete .................................................................................................... 8

Section 3.4. Investment of Moneys in Fund .................................................................. 9

ARTICLE IV LOAN OF PROCEEDS; REPAYMENT PROVISIONS ................................... 9

Section 4.1. Loan of Authority Note Proceeds; Issuance of Authority Notes; Borrower to Execute and Deliver Borrower Note ..................................... 9

Section 4.2. Repayment and Payment of Other Amounts Payable ................................ 9

Section 4.3. Assignment of Payments and Borrower Note .......................................... 11

Section 4.4. Unconditional Obligation ......................................................................... 12

Section 4.5. Amounts Remaining in Funds ................................................................. 12

ARTICLE V SPECIAL COVENANTS AND AGREEMENTS ............................................ 12

Section 5.1. Right of Access to the 2017 Project ......................................................... 12

Section 5.2. The Borrower's Maintenance of Its Existence; Assignments; Permitted Transfers of the Project. .......................................................... 13

Section 5.3. Records and Financial Statements of Borrower. ...................................... 17

Section 5.4. Insurance .................................................................................................. 17

Section 5.5. Maintenance and Repair; Taxes; Utility and Other Charges ................... 18 -1-

OHSUSA 767695405.7

TABLE OF CONTENTS ( continued)

Page

Section 5.6. Qualification in California ....................................................................... 18

Section 5.7. Alternate Credit Facility .......................................................................... 18

Section 5.8. Alternate Letter of Credit. ........................................................................ 19

Section 5.9. General Tax Covenants ............................................................................ 20

Section 5.10. Special Arbitrage Certifications; Rebate ................................................. 20

Section 5.11. Notice and Certificates to Trustee ............................................................ 21

Section 5.12. Financing and Continuation Statements .................................................. 22

Section 5.13. Change in Interest Rates .......................................................................... 22

Section 5.14. Continuing Disclosure ............................................................................. 22

Section 5.15. Changes to the 2017 Project .................................................................... 22

Section 5.16. Refund of Small Business Assistance Fund Contributions ...................... 22

ARTICLE VI LOAN DEFAULT EVENTS AND REMEDIES .............................................. 23

Section 6.1. Loan Default Events ................................................................................ 23

Section 6.2. Remedies on Default ................................................................................ 24

Section 6.3. Agreement to Pay Attorneys' Fees and Expenses ................................... 25

Section 6.4. No Remedy Exclusive .............................................................................. 25

Section 6.5. No Additional Waiver Implied by One Waiver. ...................................... 26

ARTICLE VII PREPAYMENT ................................................................................................ 26

Section 7.1. Redemption of Authority Notes with Prepayment Moneys ..................... 26

Section 7.2. Options to Prepay Installments ................................................................ 26

Section 7.3. Mandatory Prepayment ............................................................................ 26

Section 7.4. Amount of Prepayment ............................................................................ 27

Section 7.5. Notice of Prepayment .............................................................................. 27

Section 7.6. Concurrent Discharge of Borrower Note ................................................. 28

ARTICLE VIII NON-LIABILITY OF AUTHORITY; EXPENSES; INDEMNIFICATION ....................................................................................... 28

Section 8.1. Non-Liability of Authority ....................................................................... 28

Section 8.2. Expenses .................................................................................................. 28

Section 8.3. Indenmification ........................................................................................ 29

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OHSUSA 767695405.7

TABLE OF CONTENTS ( continued)

Page

ARTICLE IX MISCELLANEOUS .......................................................................................... 30

Section 9.1. Notices ..................................................................................................... 30

Section 9.2. Severability .............................................................................................. 31

Section 9.3. Execution of Counterparts ....................................................................... 31

Section 9.4. Amendments, Changes and Modifications .............................................. 31

Section 9.5. Governing Law; Venue ............................................................................ 31

Section 9.6. Authorized Representative ....................................................................... 31

Section 9.7. Term of the Agreement ............................................................................ 31

Section 9.8. Binding Effect; Third Party Beneficiary .................................................. 31

Section 9.9. Survival of Fee Obligation; No Prevailing Party ..................................... 32

Section 9.10. Purchase of Authority Notes .................................................................... 32

Section 9.11. Liability of Authority Limited to Revenues ............................................. 32

Section 9.12. Waiver of Personal Liability .................................................................... 32

Section 9.13. Opinion of Authority Note Counsel.. ....................................................... 33

Section 9.14. Complete Agreement ............................................................................... 33

EXHIBIT A DESCRIPTION OF THE PROJECT ................................................................... A-1

EXHIBIT B FINAL PROJECT ACCOUNT DISBURSEMENT CERTIFICATE .................. B-1

EXHIBIT C FORM OF ANNUAL BORROWER CERTIFICATE ........................................ C-1

EXHIBIT D [FORM OF BORROWER NOTE ........................................................................ D-1

EXHIBIT E REFUND OF SMALL BUSINESS ASSISTANCE FUND CONTRIBUTIONS .......................................................................................... E-1

-111-

OHSUSA 767695405.7

LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of December 1, 2017 (this "Agreement" or "Loan Agreement") between CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY, a public instrumentality and political subdivision of the State of California (the "Authority"), and MOTTRA CORPORATION, a California corporation (the "Borrower").

WI TN E S S E T H:

WHEREAS, the Authority is a public instrumentality and political subdivision of the State of California, created by the California Pollution Control Financing Authority Act (constituting Division 27 of the Health and Safety Code of the State of California as now in effect and as it may from time to time hereafter be amended or supplemented) (the "Act") and authorized to finance certain capital projects consisting of solid waste pollution control facilities; and

WHEREAS, the Authority is further authorized to issue its revenue notes for the purposes of paying all or any part of the costs of a "project" as defined in the Act and for any other authorized purposes, including refunding of its outstanding bonds; and

WHEREAS, the Borrower has duly caused an application to be filed with the Authority for financial assistance to finance or refinance the acquisition and installation, if any, of equipment for the collection, processing, transfer and recycling of solid waste, including rolling stock, and carts and bins and other equipment functionally related thereto, all to be located in Los Angeles County, California (the "Site"), as more particularly described in Exhibit A to the Loan Agreement (the "2017 Project" or the "Project"); and

WHEREAS, the Borrower has requested authorization to issue notes to finance or refinance the 2017 Project; and

WHEREAS, the Authority has adopted its resolution approving said application and authorizing the making of loans to the Borrower for the purpose of acquiring, constructing, renovating, improving and equipping the 2017 Project; and

WHEREAS, the Authority proposes to issue its California Pollution Control Financing Authority Variable Rate Demand Solid Waste Disposal Revenue Notes (Mottra Corporation Project) Series 2017 (the "Authority Notes"), in the aggregate principal amount of $6,125,000, and make a loan to the Borrower in the amount of the principal amount of the Authority Notes (the "Loan"), upon the terms and conditions set forth herein; and

WHEREAS, the Loan will be evidenced by a promissory note (the "Borrower Note"), dated the date of the Authority Notes, with the amounts, payment dates and certain other terms of the Borrower Note corresponding to those of the Authority Notes; and

WHEREAS, the Authority will enter into an Indenture, dated as of December 1, 2017 (the "Indenture"), with The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), pursuant to which the Authority Notes will be issued.

OHSUSA 767695405.7

NOW, THEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows:

ARTICLE I DEFINITIONS

SECTION 1.1. Definition of Terms. Unless the context otherwise requires, the terms used in this Loan Agreement shall have the meanings specified in Section 1.01 of the Indenture, as originally executed or as it may from time to time be supplemented or amended as provided therein.

SECTION 1.2. Number and Gender. The singular form of any word used herein, including the terms defined in Section 1.01 of the Indenture, shall include the plural, and vice versa. The use herein of a word of any gender shall include all genders.

SECTION 1.3. Articles, Sections, Etc. Unless otherwise specified, references to Articles, Sections and other subdivisions of this Loan Agreement are to the designated Articles, Sections and other subdivisions of this Loan Agreement as amended from time to time. The words "hereof," "herein," "hereby," "hereunder" and words of similar import refer to this Loan Agreement as a whole. The headings or titles of the several articles and sections, and the table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of the provisions hereof.

SECTION 2.1. following findings:

ARTICLE II REPRESENTATIONS

Findings of the Authority. The Authority makes the

(a) On April 18, 2017, the Authority adopted its initial resolution approving the 2017 Project.

(b) On December 7, 2017, a public hearing with respect to the Authority Notes and the 2017 Project was held in accordance with the provisions of the Code. On December 12, 2017, the Authority adopted its resolution approving the financing and refinancing of the 2017 Project.

(c) (i) The Borrower, together with its Participating Affiliates, is a "participating party" as such term is defined in the Act; (ii) the 2017 Project is a "project" as such term is defined in the Act; (iii) the Loans will promote the purposes of the Act by providing funds to finance or refinance the acquisition, construction, renovation, improvement and equipping of the 2017 Project; (iv) said Loans are in the public interest, serve the public purposes and meet the requirements of the Act; and (v) the portion of such Loans allocable to the Costs of the Project does not exceed the total cost thereof as determined by the Borrower and approved by the Authority.

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OHSUSA 767695405.7

(d) No member of the Authority, or any officer or employee of the Authority who participated in the making of this Loan Agreement, is financially interested (within the meaning of Government Code Section 1090) in the Borrower or in this Loan Agreement or the Indenture.

SECTION 2.2. Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained:

(a) The Authority is a public instrumentality and political subdivision of the State of California. Under the provisions of the Act, the Authority has the power to enter into the transactions contemplated by this Loan Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Authority has duly authorized the execution, delivery and this Loan Agreement and the Indenture and the performance of its obligations thereunder.

(b) The representations of the Authority in the Tax Certificate are true and correct as of the date hereof (subject to the qualifications set forth, and in reliance upon the sources of information described, in the Tax Certificate).

( c) The Authority will issue the Authority Notes under, and the Authority Notes will be secured by, the Indenture, pursuant to which the Authority's interest in this Loan Agreement (except the Authority's Retained Rights) and the Borrower Note will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Authority Notes and then to the Credit Bank, if any, as provided in the Indenture.

( d) The Authority has not pledged and will not pledge its interest in this Loan Agreement and the Borrower Note for any purpose other than as provided in the Indenture.

( e) The Authority is not in default under any of the provisions of the laws of the State of California, which default would affect its existence or its powers referred to in subsection (a) of this Section 2.2.

SECTION 2.3. Representations and Warranties of the Borrower. The Borrower makes the following representations and warranties as the basis for its undertakings herein contained:

(a) The Borrower is a corporation duly organized and existing under the laws of the State of California, is in good standing in the State of California, has duly authorized, by proper action, the execution and delivery of this Loan Agreement, the Borrower Note, the Continuing Covenant Agreement, the Tax Certificate ( collectively the "Principal Borrower Documents") and all other documents contemplated hereby to be executed by the Borrower and has the power to enter into and consummate the transactions contemplated by the Principal Borrower Documents and all other documents contemplated hereby to be executed by the Borrower. The Principal Borrower Documents have been duly authorized, executed and delivered by the Borrower. This Loan Agreement and the Borrower Note, when assigned to the Trustee pursuant to the Indenture, will constitute the legal, valid and binding agreements of the Borrower enforceable against the Borrower by the Trustee in accordance with their terms for the benefit of

3

OHSUSA 767695405.7

the Holders of the Authority Notes, and any rights of the Authority and obligations of the Borrower not so assigned to the Trustee constitute the legal, valid, and binding agreements of the Borrower enforceable against the Borrower by the Authority in accordance with their terms; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy.

(b) Neither the execution and delivery of the Principal Borrower Documents, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower's articles of incorporation or bylaws or of any material agreement or instrument to which the Borrower is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing.

(c) No consent or approval of any trustee or holder of any indebtedness of the Borrower or any guarantor of indebtedness of or other provider of credit or liquidity of the corporation, and no consent, permission, authorization, order or license of, or filing or registration with, any govermnental authority ( except with respect to any state securities or "blue sky" laws, for perfection of liens or for the use or operation of the 2017 Project which are expected by the Borrower to be obtained prior to the use or operation of the 2017 Project, as the case may be) is necessary in connection with the execution and delivery of the Principal Borrower Documents or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance with the terms and conditions hereof or thereof, except as have been obtained or made and as are in full force and effect.

( d) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the Borrower, threatened, against the Borrower or the assets, properties or operations of the Borrower which, if determined adversely to the Borrower or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, the Principal Borrower Documents, and the Borrower, to its knowledge, is not in default ( and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default could reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Principal Borrower Documents. The Borrower enjoys the peaceful and undisturbed possession of all of the premises upon which it is operating or will operate the 2017 Project.

( e) The Costs of the Project are as set forth in the Tax Certificate dated the Date of Delivery and have been determined in accordance with standard engineering/construction and accounting principles. All the information and representations in the Tax Certificate are true and correct as of the date thereof.

4

OHSUSA 767695405.7

(f) Upon completion of the 2017 Project, the 2017 Project will consist of various equipment and facilities described in Exhibit A.

(g) The Borrower and/or one or more of its Participating Affiliates has and will have title to or the right to use the property comprising the 2017 Project sufficient to carry out the purposes of this Loan Agreement.

(h) All certificates, approvals, permits and authorizations of applicable local governmental agencies, the State of California and the federal government which are necessary prior to the commencement of the use or operation of the 2017 Project either have been obtained and continue in force or are expected by the Borrower to be obtained prior to the use or operation, as the case may be of the portions of the 2017 Project which have not yet been acquired.

(i) No event has occurred and no condition exists which would constitute an Event of Default ( as defined in the Indenture) or which, with the passing of time or with the giving of notice or both would become such an Event of Default.

(j) To the best of the knowledge of the Borrower, no member, officer, or other official of the Authority has any financial, ownership or managerial interest in the Borrower, any affiliate of the Borrower, this Loan Agreement or the Indenture or in the transactions contemplated by this Loan Agreement or the Indenture.

(k) The Borrower and all Persons anticipated by the Borrower to be an owner or operator of the 2017 Project or a portion thereof are engaged in operations within California that require financing pursuant to this Loan Agreement and the Act to aid and assist in the control, remediation or elimination of pollution of the environment of the State of California.

(1) The Project constitutes a "project" and the Borrower together with its Participating Affiliates is a "participating party," as such terms are defined in the Act.

(m) The Borrower is a "Small Business" as classified pursuant to Title 13 Code of Federal Regulations, Part 121 (1994 edition) or (together with its affiliates) employs no more than 500 employees, and is otherwise eligible for assistance from the Small Business Assistance Fund.

(n) No disbursement to be paid or reimbursed from proceeds of the Authority Notes shall have been previously paid or reimbursed from the proceeds of any other Governmental Obligations, whether issued by the Authority or any other party.

ARTICLE Ill CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE AUTHORITY NOTES

SECTION 3.1. the 2017 Project.

Agreement to Construct the 2017 Project; Modifications of

The Borrower agrees that it or one or more of its Participating Affiliates has or will acqmre, renovate, install and equip, or complete the acquisition, renovation, installation and

5

OHSUSA 767695405.7

equipping of, the 2017 Project as it is described in Exhibit A hereto, and will acquire, install, renovate and equip all other facilities and real and personal property deemed necessary for the operation of the 2017 Project, in accordance with the description of the 2017 Project prepared by the Borrower and approved by the Authority, including any and all supplements, amendments and additions or deletions thereto or therefrom. The Borrower further agrees to proceed with due diligence to complete the 2017 Project, and reasonably expects to do so within three years. Except as otherwise permitted pursuant to this Section 3.1 or Section 5.2(a)(iv), 5.2(d) or 5.2(e), the Borrower also agrees that it or a Participating Affiliate will own the Project during the term of this Loan Agreement or, if shorter, the useful life of any component of the 2017 Project. The Borrower also agrees that it or a Participating Affiliate will operate or manage the 2017 Project ( except such portion that is transferred to a Person other than a Participating Affiliate in accordance with Section 5.2) during the term of this Loan Agreement or, if shorter, the useful life of any component of the 2017 Project.

In the event that the Borrower desires to alter or change the 2017 Project, the Borrower must first notify the Authority and CD LAC and obtain the consent of the Authority to such changes. The Authority agrees it will not unreasonably withhold consent to such changes if the revised elements of the 2017 Project are qualified under the Act, are consistent with the Borrower's representations in Section 2.3 and meet all other legal requirements of the Authority as if they were included in the description of the 2017 Project originally approved by the Authority. If the Authority consents to the proposed amendment or supplement, it will instruct the Trustee in writing to consent to, such amendment or supplement to Exhibit A as shall be required to reflect such alteration or change to the 2017 Project upon receipt of:

(i) a Certificate of the Borrower describing in detail the proposed changes and stating that they will not have the effect of disqualifying the 2017 Project as facilities that may be financed pursuant to the Act;

(ii) a copy of the form of amended or supplemented Exhibit A hereto approved by the Authority;

(iii) an Approving Opinion with respect to such proposed changes; and

(iv) the written approval of the Bank or Credit Bank, as applicable.

SECTION 3.2. Disbursements from the Project Fund or the Depository Bank Project Fund; Disbursements from the Costs oflssuance Fund.

(a) The Borrower will authorize and direct the Trustee or the Depository Bank, as applicable, upon compliance with Section 3.04 of the Indenture, to disburse the moneys in the Project Fund or any Depository Bank Project Fund to or on behalf of the Borrower only for the following purposes ( and not for Costs oflssuance ), subject to the provisions of Section 3 .3 hereof:

(i) Payment to the Borrower of such amounts, if any, as shall be necessary to reimburse the Borrower in full for all advances and payments made by it, at any time prior to or after the delivery of the Authority Notes, in connection with (A) the preparation of

6

OHSUSA 767695405.7

plans and specifications for the 2017 Project (including any preliminary study or planning of the 2017 Project or any aspect thereof) and (B) subject to any limitation imposed by subsection (vi) hereof, the design, permitting, acquisition, construction, rehabilitation, renovation, improvement, installation and equipping of the 2017 Project.

(ii) If the 2017 Project includes the construction or rehabilitation of a building, payment for labor, services, materials and supplies used by or furnished to the Borrower or one or more of its Participating Affiliates to improve the site and to design, obtain permits for, acquire, construct, rehabilitate, renovate, improve, install and equip the 2017 Project, as provided in the plans, specifications and work orders therefor; payment of the costs of acquiring, equipping, constructing, and installing utility services or other related facilities; payment of the costs of acquiring all real and personal property deemed necessary to construct the 2017 Project; insurance during the construction period; and payment of the miscellaneous expenses incidental to any of the foregoing items.

(iii) Payment of the fees, if any, of architects, engineers, legal counsel and supervisors expended in connection with the design, permitting, acquisition, rehabilitation, renovation, improvement, installation and equipping of the 2017 Project.

(iv) If the 2017 Project includes the construction or rehabilitation of a building, payment of taxes including property taxes, assessments and other charges, if any, that may become payable during the construction period with respect to the 2017 Project, or reimbursement thereof, if paid by the Borrower.

(v) Payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under a contract relating to the design, permitting, acquisition, construction, rehabilitation, renovation, improvement, installation or equipping of the 2017 Project.

(vi) Payment of any other Costs of the Project permitted by the Tax Certificate and the Act (including, without limitation, interest accruing on the Authority Notes during the acquisition period of the 2017 Project and reimbursement to the Borrower of costs of financing the Costs of the Project, but not including any Costs of Issuance).

All moneys remaining in the Project Fund or any Depository Bank Project Fund after the Completion Date and after payment or provision for payment of all other items provided for in the preceding subsections (i) to (vi), inclusive, of this Section, shall be used in accordance with Section 3.04 of the Indenture.

Each of the payments referred to in this Section 3.2(a) shall be made upon receipt by the Trustee or the Depository Bank of a written requisition in the form prescribed by Section 3.04 of the Indenture, signed by an Authorized Representative of the Borrower and an Authorized Representative of the Bank. The Borrower hereby agrees that the Continuing Covenant Agreement shall provide for the Bank to comply with the requirements of Section 3.04 of the Indenture before approving any requisition, and cause the Depository Bank to maintain, and provide upon request to the Trustee and the Authority, copies of all records of investments and

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dispositions of moneys held by the Depository Bank, and the Borrower will not permit any amendment to such provisions of the Continuing Covenant Agreement which would modify such requirements.

(b) The Borrower acknowledges that it shall not submit any requisitions to the Trustee or the Depository Bank for payments from the Project Fund, any Depository Bank Project Fund or the Costs of Issuance Fund or any accounts in any such fund, unless it attaches to such requisition invoices evidencing each item requested for payment therein. In any instance where the requisition is for payment to the Borrower or the Bank for reimbursement of costs previously paid, the Borrower shall attach the original invoices and other documentation to describe the original expenditures which were paid.

( c) The Borrower will authorize and direct the Trustee, upon compliance with Section 3.05 of the Indenture, to disburse the moneys in the Costs oflssuance Fund to or on behalf of the Borrower only for Costs oflssuance. Each of the payments referred to in this Section 3.2(c) shall be made upon receipt by the Trustee of a written requisition in the form prescribed by Section 3.05 of the Indenture, signed by an Authorized Representative of the Borrower, and, in the case of withdrawals from the Proceeds Account, also signed by an Authorized Representative of the Bank, and in the case of withdrawals from the Authority Account, also signed by the Executive Director of the Authority.

( d) Prior to the Completion Date, the Borrower may deliver a Request to the Authority, with a copy to the Bank, to consent to the removal of a component of the 2017 Project that is no longer necessary for inclusion within the 2017 Project and the reasons therefore. If the Authority does not act within 30 days after such Request is received, such consent shall be deemed to have been given. Upon such consent, the Borrower shall provide a written instruction to the Trustee to transfer a proportionate amount of moneys in the Project Fund associated with such removed component to the Surplus Account to be applied as provided in Section 3.04 of the Indenture.

SECTION 3.3. Establishment of Completion Date; Obligation of Borrower to Complete. Upon the final disbursement from the Project Fund or any Depository Bank Project Fund, an Authorized Representative of the Borrower, on behalf of the Borrower, shall evidence the Completion Date by providing a Final Project Account Disbursement Certificate, substantially in the form attached hereto as Exhibit B, which shall be approved by the Bank, to the Trustee and the Authority.At the time such certificate is delivered to the Trustee, moneys remaining in the Project Fund or any Depository Bank Project Fund ( other than moneys relating to provisional payments permitted by Section 3.2), including any earnings resulting from the investment of such moneys, shall be used as provided in Section 3.04 of the Indenture.

In the event the moneys in the Project Fund or any Depository Bank Project Fund available for payment of the Costs of the Project should be insufficient to pay the costs thereof in full, the Borrower agrees to pay directly, or to deposit in the Project Fund or any Depository Bank Project Fund moneys sufficient to pay, any costs of completing the 2017 Project in excess of the moneys available for such purpose in such Project Fund or any Depository Bank Project Fund. The Authority makes no express or implied warranty that the moneys deposited in the Project Fund

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or any Depository Bank Project Fund and available for payment of the Costs of the Project, under the provisions of this Loan Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs of the Project. The Borrower agrees that if, after exhaustion of the moneys in the Project Fund or any Depository Bank Project Fund, the Borrower should pay, or deposit moneys in the Project Fund or any Depository Bank Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the Authority, the Trustee, the Bank, or the Holders of any of the Authority Notes, nor shall it be entitled to any diminution of the amounts payable under Section 4.2 hereof.

SECTION 3.4. Investment of Moneys in Fund. Any moneys in any fund or account held by the Trustee or the Depository Bank shall, at the written request of an Authorized Representative of the Borrower, be invested or reinvested by the Trustee or the Depository Bank as provided in the Indenture. Such investments shall be held by the Trustee or the Depository Bank and shall be deemed at all times a part of the fund or account from which such investments were made, and the interest accruing thereon, and any profit or loss realized therefrom, shall be credited or charged to such fund or account. The Borrower hereby waives the right to receive broker confirmations of security transactions pursuant to the Indenture.

ARTICLE IV LOAN OF PROCEEDS; REPAYMENT PROVISIONS

SECTION 4.1. Loan of Authority Note Proceeds; Issuance of Authority Notes; Borrower to Execute and Deliver Borrower Note. The Authority covenants and agrees, upon the terms and conditions in this Loan Agreement, to make the Loan to the Borrower of the proceeds of the Authority Notes conditioned on the receipt thereof by the Authority for the purpose of financing and refinancing the Costs of the Project and paying Costs of Issuance. The Authority further covenants and agrees that it shall take all actions within its authority to keep this Loan Agreement in effect in accordance with its terms. Pursuant to said covenants and agreements, the Authority will issue the Authority Notes upon the terms and conditions contained in this Loan Agreement and the Indenture and will cause the Authority Note proceeds to be applied as provided in Article III of the Indenture. Concurrently with the issuance of the Authority Notes, the Borrower agrees to and shall execute and deliver the Borrower Note substantially in the form attached hereto as Exhibit D. The Borrower Note evidences the obligation of the Borrower to repay the Loan made by the Authority. The Borrower Note shall be dated the date of authentication and delivery of the Authority Notes, shall be payable to the order of the Authority for the principal amount of the Loan, and shall be payable in the amounts and at the rates set forth in Section 4.2.

SECTION 4.2. Repayment and Payment of Other Amounts Payable.

(a) On or before each Note Payment Date, until the principal of, premium, if any, and interest on, the Authority Notes shall have been fully paid or provision for such payment shall have been made as provided in the Indenture, the Borrower covenants and agrees to pay to the Trustee ( or directly to the Bank, during a Bank Direct Payment Period) as a repayment on the Loan, a sum equal to the amount payable on the next Note Payment Date as principal of (whether upon maturity, redemption, acceleration or otherwise) and premium, if any, and interest on, or the

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Purchase Price of, the Authority Notes as provided in the Indenture. Loan Repayments shall be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee ( or directly to the Bank, during a Bank Direct Payment Period). The term "Note Payment Date" as used in this Section shall mean any date upon which any amounts payable with respect to the Authority Notes shall become due, whether upon redemption (including without limitation sinking fund redemption), acceleration, maturity, optional or mandatory tender or otherwise.

Each Loan Repayment shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity, upon redemption or acceleration or otherwise) and premium, if any, or Purchase Price becoming due and payable on the Authority Notes on each Note Payment Date; provided that once per year, on the third Business Day following the Note Payment Date of each May, any amount held by the Trustee in the Revenue Fund on the due date for a Loan Repayment hereunder shall be credited against the installment due on the next Note Payment Date to the extent available for such purpose under the terms of the Indenture; and provided further that if at any time the amounts held by the Trustee in the Revenue Fund are sufficient to pay all of the principal of and interest and premium, if any, on, the Authority Notes as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Revenue Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption (including without limitation sinking fund redemption), acceleration, mandatory tender or otherwise) and interest and premium, if any, on, or Purchase Price of, the Authority Notes as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment hereunder.

The obligation of the Borrower to make any Loan Repayment shall be deemed to have been satisfied (i) to the extent of any corresponding payment made by a Credit Bank to the Trustee under any Alternate Letter of Credit, (ii) with respect to Purchase Price of any Authority Notes, from proceeds of remarketing of such Authority Notes, or (iii) during any Bank Direct Payment Period, by any payment made by the Borrower directly to the Bank, as provided in Section 2.03(b) of the Indenture. Each such payment shall be credited against the Borrower's obligations to make Loan Repayments hereunder and under the Borrower Note.

The Borrower shall make Loan Repayments in amounts sufficient, and shall direct the Trustee to apply such Loan Repayments, to optionally redeem the Authority Notes at such times and in such amounts, if any, required by the Continuing Covenant Agreement or the Credit Agreement, as applicable.

(b) The Borrower also agrees to pay (i) the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if other than the Bank, and the Remarketing Agent, if any, for their ordinary services rendered as trustee, tender agent or remarketing agent, respectively, and their ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees and expenses) of the Trustee, as note registrar and paying agent, the reasonable fees of any other paying agent on the Authority Notes as provided in the Indenture, as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to reasonable attorneys' fees

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and expenses) incurred by it under the Indenture, as and when the same become due, (iv) the cost of printing any Authority Notes required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary official statement, official statement or other offering circular utilized in connection with the sale or remarketing of any Authority Notes and any amendment or supplement thereto, (vi) the Authority's Administrative Fee, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 5.10 hereof and Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee's compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trust.

( c) The Borrower also agrees to pay, (i) as soon as practicable after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the Note Purchase Contract relating to the sale of the Authority Notes, executed by the Treasurer of the State, as agent for sale, the Authority, the Bank, as purchaser of the Authority Notes, and the Borrower (the "Note Purchase Contract"), which shall include all Costs of Issuance of the Authority Notes; and (ii) all reasonable expenses of the Authority related to the 2017 Project which are not otherwise required to be paid by the Borrower under the terms of this Loan Agreement; including, but not limited to, all Costs of Issuance, provided that the Authority shall have obtained the prior written approval of an Authorized Representative of the Borrower for any expenditures other than those provided for herein or in the Note Purchase Contract.

( d) The Borrower also agrees to pay fees and expenses of independent certified public accountants necessary for the preparation of annual or other audits, reports or summaries thereof required by the Indenture or by the Authority, including a report of an independent certified public accountant with respect to any fund established under the Indenture; and reasonable expenses of the Authority pursuant to Sections 44525 and 44548 of the California Health and Safety Code, and any agency of the State of California or any other counsel selected by the Authority to act on its behalf in connection with the Authority Notes.

( e) In the event the Borrower should fail to make any of the payments required by Subsections (a) through (d) of this Section, such payments shall continue as obligations of the Borrower until such amounts shall have been fully paid. The Borrower agrees to pay such amounts, together with interest thereon, following a delinquency of 30 days ( or, during an Index Interest Rate Period, immediately following a delinquency) until such amount and all interest thereon have been paid in full. Interest thereon shall be at the rate of four percent ( 4%) per annum ( or, during an Index Interest Rate Period, the Default Rate set forth in the Continuing Covenant Agreement) or, if four percent ( 4%) ( or, during an Index Interest Rate Period, the Default Rate set forth in the Continuing Covenant Agreement) is greater than the rate then permitted by law, at the maximum rate so permitted. Interest on overdue payments required under subsection (a) above shall be applied as provided in Sections 5.02 and 5.03 of the Indenture.

SECTION 4.3. Assignment of Payments and Borrower Note. The Authority will, as security for payment of the Authority Notes and concurrently with the issuance of the Authority Notes, pledge and assign to the Trustee all right, title and interest of the Authority in and to the Borrower Note and this Agreement, including, without limitation, the Authority's right to receive the Loan Repayments (but specifically excluding Retained Rights), and hereby covenants

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and agrees with the Borrower to pledge, assign and deliver the Borrower Note issued pursuant to Section 4.1 hereof to the Trustee. The Authority hereby authorizes and directs the Borrower and the Borrower hereby agrees, to pay all Loan Repayments ( except such payments for expenses and indemnification) directly to the Trustee or the Bank during the Bank Direct Payment Period, as the case may be. Additional Payments shall be paid directly to the person or entity to whom or to which they are due. All payments shall be made without defense or set-off by reason of any dispute between the Borrower and the Authority or the Trustee.

SECTION 4.4. Unconditional Obligation. The obligations of the Borrower to make the payments required by Section 4.2 hereof and under the Borrower Note and to perform and observe the other agreements on its part contained herein and therein shall be absolute and unconditional, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the Authority, and during the term of this Loan Agreement, the Borrower shall pay all Loan Repayments (which payments shall be net of any other obligations of the Borrower) as prescribed in Section 4.2 and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. Until such time as the principal of, premium, if any, sinking fund installments, if any, and interest on, the Authority Notes shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Borrower (i) will not suspend or discontinue Loan Repayments; (ii) will perform and observe all of its other covenants contained in this Loan Agreement; and (iii) except as provided in Article VII hereof, will not terminate this Loan Agreement for any cause, including, without limitation, the occurrence of any act or circumstances that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the 2017 Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either of these, or any failure of the Authority or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Loan Agreement or the Indenture, except to the extent permitted by this Loan Agreement.

SECTION 4.5. Amounts Remaining in Funds. It is agreed by the parties hereto that after payment in full of (i) the Authority Notes, or after provision for such payment shall have been made as provided in the Indenture, (ii) the fees, charges and expenses of the Trustee and paying agents in accordance with the Indenture, (iii) all other amounts required to be paid under this Loan Agreement, the Borrower Note and the Indenture, and (iv) any amounts owed to the Credit Bank by the Borrower under the Credit Agreement or the Bank under the Continuing Covenant Agreement, any amounts remaining in any fund held by the Trustee under the Indenture (excepting the Rebate Fund) shall be paid as provided in Section 10.01 of the Indenture. Notwithstanding any other provision of this Loan Agreement or the Indenture, under no circumstances shall proceeds of a draw on any Alternate Credit Facility or remarketing proceeds be paid to the Authority or the Borrower or any affiliate of the Borrower.

ARTICLE V SPECIAL COVENANTSANDAGREEMENTS

SECTION 5.1. Right of Access to the 2017 Project. The Borrower agrees that during the term of this Loan Agreement, the Authority, the Trustee, the Credit Bank, if any,

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the Bank, if any, and the duly authorized agents of any of them shall have the right at all reasonable times during normal business hours to enter upon the site of the 2017 Project to examine and inspect the 2017 Project; provided, however, that reasonable notice shall be given to the Borrower prior to such examination or inspection. The rights of access hereby reserved to the Authority, the Trustee, the Credit Bank, if any, and the Bank, if any, may be exercised only after such agent shall have executed release of liability and secrecy agreements if requested by the Borrower in the form then currently used by the Borrower, and nothing contained in this Section or in any other provision of this Loan Agreement shall be construed to entitle the Authority, the Trustee, the Credit Bank, if any, or the Bank, if any, to any information or inspection involving the confidential trade or proprietary knowledge, expertise or know-how of the Borrower.

SECTION 5.2. The Borrower's Maintenance oflts Existence; Assignments; Permitted Transfers of the Project.

(a) To the extent permitted by law, the Borrower covenants and agrees that during the term of this Loan Agreement it shall:

(i) maintain its existence as a corporation,

(ii) continue to maintain its status in good standing as a corporation in the State of California,

(iii) not dissolve, sell or otherwise dispose of all or substantially all of its assets, combine or consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge into it so that the Borrower is not the resulting or surviving entity ( any of the foregoing, a "transaction"), except if:

(A) (1) such resulting or surviving entity or transferee, as the case may be, is a Participating Affiliate or (2) five years shall have elapsed since the issuance of the Authority Notes;

(B) such resulting or surviving entity or transferee, as the case may be, has executed and delivered to the Authority and the Trustee an Assignment and Assumption Agreement which provides: (I) certifications and evidence that such resulting or surviving entity or transferee qualifies to do business in the State of California and is in good legal standing, (II) an agreement by the surviving or resulting entity to pay and perform all of the obligations of the Borrower hereunder and under the Tax Certificate, and (III) representations by the surviving or resulting entity identical to the representations set forth in Section 2.3 hereof;

(C) (I) if any Alternate Letter of Credit or Alternate Credit Facility is in effect, the Credit Bank or provider of the Alternate Credit Facility has consented in writing to the transaction and certifies in writing that the existing Alternate Letter of Credit or Alternate Credit Facility will remain in full force and effect, or, alternatively, another Alternate Letter of Credit or

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Alternate Credit Facility (if required by, and in accordance with, the requirements of this Loan Agreement) is provided simultaneously with such merger or consolidation with such, or;

(II) if no Alternate Letter of Credit is in effect, ( x) the combined net worth of the surviving entity and any guarantor of the Authority Notes shall be not less than 95% of the combined net worth of the Borrower and any guarantor of the Authority Notes immediately preceding the transaction, as measured by generally accepted accounting principles, or (y) clause (a)(iii)(D) of this Section is satisfied;

(D) (I) the credit rating on the Authority Notes, as determined by any Rating Agency then rating the Authority Notes, shall be no lower than the rating level of the Authority Notes immediately prior to the effective date of such dissolution, sale, disposition, combination, merger or consolidation or (II) if the foregoing clause (I) is not satisfied or there is no rating on the Authority Notes, any reduction in rating or the transaction occurs simultaneously with a mandatory tender for purchase of all the Authority Notes; and

(E) the Authority shall have received an Approving Opinion with respect to such dissolution, sale, disposition, combination, merger or consolidation and an Opinion of Counsel to the effect that the surviving, resulting, or transferee Person is a "participating party" as defined in the Act.

(iv) not sell, transfer, lease or otherwise dispose of (including operating arrangements), or permit the sale, transfer, lease or disposal (including operating arrangements), of the 2017 Project or portion of the 2017 Project other than equipment that has reached the end of its useful life (any of the foregoing, a "sale"), except in accordance with any of the following subsections:

(A) The Borrower may sell, transfer, lease or otherwise dispose of (including operating arrangements) any portion of the 2017 Project to a Participating Affiliate if the purchaser, transferee, lessee, operator or other recipient, as the case may be, has covenanted in a written instrument for the benefit of the Authority and the Borrower to comply with the instructions of the Borrower issued for the purpose of assuring that the 2017 Project be operated in conformance with this Loan Agreement, the Act, the Tax Certificate and federal tax law; provided that nothing in the foregoing shall diminish the Borrower's obligation to cause the 2017 Project to be operated in conformance with this Loan Agreement, the Act, the Tax Certificate and federal tax law, including without limitation, the operation of the sold, transferred, disposed or leased portion of the 2017 Project. Any lease pursuant to the foregoing shall not permit sublease or assignment by the lessee unless such sublease or assignment would otherwise satisfy the requirements of this subsection.

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(B) The Borrower may sell, transfer or otherwise dispose of any portion of the 2017 Project that constitutes equipment if (1) such sale, transfer or disposition is to or with a Participating Affiliate, or (2) such equipment is replaced by the Borrower or a Participating Affiliate with equipment of equal or greater value and utility that is used in the same manner and for the same purposes as the equipment so sold, transferred or otherwise disposed of, has a useful life at least equal to the remaining useful life of the equipment so sold, transferred or otherwise disposed of and is in the same location as the equipment so sold, transferred or disposed of, to the extent identified in Exhibit A hereto and the Authority shall have received an Approving Opinion with respect to such replacement.

(C) The Borrower may sell, transfer, lease or otherwise dispose of (including operating arrangements) any portion of the 2017 Project to a Person other than a Participating Affiliate, if,

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(1) the purchaser, transferee, lessee, operator or other recipient, as the case may be, has covenanted in a written instrument for the benefit of the Authority and the Borrower to comply with the instructions of the Borrower issued for the purpose of assuring that the Project be completed and operated in conformance with this Loan Agreement, the Act, the Tax Certificate and federal tax law; provided that nothing in the foregoing shall diminish the Borrower's obligation to cause the 2017 Project to be completed and operated in conformance with this Loan Agreement, the Act, the Tax Certificate and federal tax law;

(2) (I) the credit rating on the Authority Notes, as determined by any Rating Agency then rating the Authority Notes, shall be no lower than the rating level of the Authority Notes immediately prior to the effective date of such sale, transfer, lease, disposition or ( operating arrangement) or (II) if the foregoing clause (I) is not satisfied or there is no rating on the Authority Notes, any reduction in rating or the sale occurs concurrently with a mandatory tender for purchase of all the Authority Notes; and

(3) the Authority shall have received a certificate of good standing of the purchaser, transferee, lessee or operator, as the case may be, from the California Secretary of State and Franchise Tax Board, a copy of the document evidencing such sale, transfer, lease, disposition or ( operating arrangement), an Approving Opinion with respect to such sale, transfer, lease, disposition or ( operating arrangement) and an Opinion of Counsel to the effect that the surviving, resulting, or transferee Person is a "participating party" as defined in the Act.

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(b) Within 10 days after the consummation of the merger or other transaction described in Section 5.2(a)(iii) or (a)(iv), the Borrower shall provide the Authority and the Trustee with (i) counterpart copies of the documents constituting the transaction, (ii) if required to be delivered hereunder, the items set forth in Section 5.2(a)(iii) or (a)(iv), as the case may be, and (iii) a certificate of the Borrower stating that such transaction complies with the provisions of Section 5.2(a)(iii) or (a)(iv), as the case may be. The Borrower shall give the Authority at least 30 days' written notice prior to the effective date of any merger or other transaction described above, together with drafts of the documents of assumption and such other instruments ( other than good standing certificates) as would be required to be delivered in connection therewith. The Borrower agrees to provide such other information as the Authority may reasonably request in order to assure compliance with this Section 5.2(b ).

(c) Notwithstanding any other provisions of Section 5.2(a), the Borrower need not comply with any of the provisions of Section 5.2(a) if, at the time of such merger, combination, sale or transfer of assets, dissolution or reorganization, the Authority Notes will be, retired or defeased as provided in Article X of the Indenture.

(d) The rights and obligations of the Borrower under this Loan Agreement may be assigned by the Borrower to any Person in whole or in part, subject, however, to each of the following conditions:

(i) No assignment other than pursuant to paragraph (a) of this Section shall relieve the Borrower from primary liability for any of its obligations hereunder, and in the event of any assignment not pursuant to paragraph (a) of this Section the Borrower shall continue to remain primarily liable for the payments specified in Section 4.2 hereof and for performance and observance of the other agreements herein provided to be performed and observed by it.

(ii) Any assignment from the Borrower under this subsection ( d) shall retain for the Borrower such rights and interests as will permit it to perform its obligations under this Loan Agreement, if applicable, and any assignee from the Borrower shall assume in writing the obligations of the Borrower hereunder to the extent of the interest assigned.

(iii) The Borrower shall give the Authority, the Bank, if any, and, during any period in which an Alternate Letter of Credit shall be required in respect of the Authority Notes, the Credit Bank, 30 days' prior written notice of any assignment under this subsection ( d), and shall, within 30 days after delivery thereof, furnish or cause to be furnished to the Authority, the Trustee and the Credit Bank a true and complete copy of each such assignment together with an instrument of assumption and an Opinion of Counsel satisfactory to the Authority that the provisions of this Section 5.2(d) have been complied with.

Notwithstanding the foregoing, the Borrower may assign (without the consent of the Authority) its entire interest in this Loan Agreement without recourse and have no further liability for any obligations under this Loan Agreement if the consent of the Holders of 100% of

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the principal amount of the Authority Notes has been obtained pursuant to the terms of this Loan Agreement or the Indenture, and the conditions of the foregoing subsection (d)(iii) are satisfied.

( e) The Borrower may undertake any transaction not expressly permitted by Section 5.2(a) or 5.2(d) if the Authority and the Bank, if any, consents to such transaction in writing. The Borrower must request any such written consent prior to undertaking any such transaction and provide to the Authority such information, reports and documents relating to the transaction as the Authority may reasonably request. The Authority may respond to such request of the Borrower at any time within 45 days of such request. If the Authority has not responded to such request within the 45-day period, the Authority will be deemed to have consented to such transaction.

(f) If a merger, consolidation, sale or other transfer is effected as provided in this Section, all provisions of this Section shall continue in full force and effect and no further merger, consolidation, sale or transfer shall be effected except in accordance with the provisions of this Section.

SECTION 5.3. Records and Financial Statements of Borrower.

(a) The Borrower covenants and agrees at all times to keep, or cause to be kept, proper books of record and account, prepared in accordance with generally accepted accounting principles, in which complete and accurate entries shall be made of all transactions of or in relation to the business, properties and operations of the Borrower. Such books of record and account shall be available for inspection by the Authority, the Bank, if any, the Credit Bank, if any, the Trustee and the duly authorized agents of any of them at reasonable hours, under reasonable circumstances and after reasonable prior notice to the Borrower.

(b) Unless waived in writing by the Authority as provided in Section 5.11, the Borrower further covenants and agrees, within 120 days after the end of each Fiscal Year, to furnish to the Authority, the Bank, if any, the Credit Bank, if any, the Remarketing Agent, if any, and the Trustee a Certificate of the Borrower stating that its financial statements have been completed and that no event which constitutes a Loan Default Event or which with the giving of notice or the passage of time or both would constitute a Loan Default Event has occurred and is continuing as of the end of such Fiscal Year, or specifying the nature of such event and the actions taken and proposed to be taken by the Borrower to cure such default.

SECTION 5.4. Insurance. The Borrower agrees to insure the 2017 Project or cause the 2017 Project to be insured during the term of this Loan Agreement for such amounts and for such occurrences as are customary for similar facilities within the State of California, or as may be required by the Bank pursuant to the Continuing Covenant Agreement or the Credit Bank pursuant to the Credit Agreement, as applicable, by means of policies issued by reputable insurance companies qualified to do business in the State of California [or through self-insurance]. The Borrower agrees to deliver, upon request, to the Authority, the Bank, if any, the Credit Bank if any, and the Trustee memorandum copies of the insurance policies or certificates of insurance covering the Project, and the certification by an insurance consultant that the insurance on the Project meets the above requirements.

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SECTION 5.5. Maintenance and Repair; Taxes; Utility and Other Charges. The Borrower agrees to maintain the 2017 Project, or cause the 2017 Project to be maintained, during the term of this Loan Agreement (i) in as reasonably safe condition as its operations shall permit, (ii) in good repair and in good operating condition, ordinary wear and tear excepted, making from time to time all necessary repairs thereto and renewals and replacements thereof and (iii) in a manner consistent with State law, including, without limitation, the Act and all environmental laws.

The Borrower agrees to pay or cause to be paid during the term of this Loan Agreement all taxes, governmental charges of any kind lawfully assessed or levied upon the Project or any part thereof, including any taxes levied against any portion of the 2017 Project which, if not paid, will become a charge on the receipts from the 2017 Project prior to or on a parity with the charge thereon and the pledge or assignment thereof to be created therefrom or under this Loan Agreement, all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of any portion of the 2017 Project and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the 2017 Project, provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Borrower shall be obligated to pay only such installments as are required to be paid during the term of this Loan Agreement. The Borrower may, at the Borrower's expense and in the Borrower's name, in good faith, contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during that period of such contest and any appeal therefrom unless by such nonpayment the Project or any part thereof will be subject to loss or forfeiture.

The Borrower agrees to maintain all certificates, approvals, permits and authorizations described in Section 2.3(h) necessary for the construction, as applicable, use or operation of the 2017 Project.

SECTION 5.6. Qualification in California. The Borrower agrees that throughout the term of this Loan Agreement it, or any successor or assignee as permitted by Section 5.2, will be qualified to do business in the State of California.

SECTION 5.7. Alternate Credit Facility. The Borrower may deposit with the Trustee an Alternate Credit Facility, in lieu of keeping an Alternate Letter of Credit in place as required by Section 5.8 hereof, at least 20 calendar days before the expiration date of any existing Alternate Letter of Credit or the Conversion from an Index Interest Rate Period ( except as otherwise permitted in the last full paragraph of Section 2.03(f)(i) of the Indenture).

Upon deposit with the Trustee, the Alternate Credit Facility must meet the following conditions:

(a) the Alternate Credit Facility must be approved by the Authority;

(b) provisions of the Alternate Credit Facility must be acceptable to the Trustee;

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( c) the term of the Alternate Credit Facility must extend at least 364 days or to at least the first date on which the Authority Notes are subject to redemption pursuant to the Indenture, whichever is longer; and

( d) the Alternate Credit Facility must be in an amount sufficient to pay principal of, interest, Purchase Price and any redemption premium payable upon optional redemption of the Authority Notes.

Not less than 30 days prior to the delivery of an Alternate Credit Facility, the Borrower shall (i) deliver to the Trustee a written notice of the expected delivery of such Alternate Credit Facility, (ii) inform the Trustee of the date on which the Alternate Credit Facility will become effective, which date shall not be less than 20 calendar days prior to the stated expiration date of the existing Letter of Credit or Alternate Credit Facility and (iii) inform the Trustee of the rating expected to apply to the Authority Notes after the Alternate Credit Facility is delivered. On or prior to the date of the delivery of an Alternate Credit Facility to the Trustee, the Borrower shall cause to be furnished to the Authority and the Trustee (i) an Approving Opinion with respect to the delivery of such Alternate Credit Facility to the Authority and the Trustee, (ii) an opinion of counsel to the Alternate Credit Facility provider to the effect that the Alternate Credit Facility is enforceable in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors' rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable rights; and (iii) written evidence from a Rating Agency to the effect that such rating agency has reviewed the proposed Alternate Credit Facility and if the Authority Notes then have a long-term rating, that the Authority Notes will be rated Fitch "A-" ( or equivalent) or higher or, if the Authority Notes only have a short-term rating, will be in the highest short-term rating category. Notwithstanding any other provision of this Section 5.7, an Alternate Credit Facility shall not be required to be in effect during an Index Interest Rate Period or under the conditions set forth, and as provided, in the last full paragraph of Section 2.03(F)(I) of the Indenture.

SECTION 5.8. Alternate Letter of Credit.

(a) Subject to Section 5.7 and hereof subsection (c) below, and except as may be permitted under the Indenture, the Borrower agrees that throughout the term of this Loan Agreement it, or any successor or assignee as permitted by Section 5.2 hereof, will maintain or cause to be maintained an Alternate Letter of Credit or Alternate Credit Facility. At any time the Borrower may, at its option, and shall, prior to Conversion to an Interest Rate Period other than an Index Interest Rate Period, provide for the delivery to the Trustee of an Alternate Letter of Credit and the Borrower shall, in any event, cause to be delivered an Alternate Letter of Credit or Alternate Credit Facility at least 20 calendar days before the expiration date of any existing Alternate Letter of Credit or Alternate Credit Facility, unless otherwise permitted by the Indenture. An Alternate Letter of Credit shall be an irrevocable letter of credit or other irrevocable credit facility (including, if applicable, a confirming letter of credit), issued by a commercial bank or other financial institution, the terms of which shall be acceptable to the Trustee and any Rating Agency; provided, that the expiration date of such Alternate Letter of Credit shall be a date not earlier than 364 days from its date of issuance, subject to earlier termination upon payment of all Authority Notes in full or provision for such payment in accordance with Article X of the

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Indenture. Not less than 30 days prior to the delivery of an Alternate Letter of Credit, the Borrower shall (i) deliver to the Trustee a written notice of the expected delivery of such Alternate Letter of Credit, (ii) inform the Trustee of the date on which the Alternate Letter of Credit will become effective, which date shall not be less than 20 calendar days prior to the stated expiration date of the existing Alternate Letter of Credit, if any, and (iii) inform the Trustee of the rating expected to apply to the Authority Notes after the Alternate Letter of Credit is delivered. On or prior to the date of the delivery of an Alternate Letter of Credit to the Trustee, the Borrower shall cause to be furnished to the Authority and the Trustee (i) an Approving Opinion with respect to the delivery of such Alternate Letter of Credit to the Trustee, (ii) an opinion of counsel to the issuer of the Alternate Letter of Credit that such Alternate Letter of Credit is enforceable in accordance with its terms ( except to the extent that the enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors' rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable remedies), and (iii) written evidence from a Rating Agency to the effect that such rating agency has reviewed the proposed Alternate Letter of Credit and if the Authority Notes then have a long-term rating, that the Authority Notes will be rated Fitch "A-" ( or equivalent) or higher or, if the Authority Notes only have a short-term rating, will be in the highest short-term rating category.

(b) Unless waived by the Authority pursuant to Section 5.11, the Borrower shall provide a written statement to the Trustee (with copies to the Authority) on or before May 1 of each year when the Authority Notes are not in an Index Interest Rate Period, indicating the status of the extension of the term of the Alternate Letter of Credit. If the Alternate Letter of Credit provides for automatic annual extensions, the Borrower shall notify the Trustee either (i) that the term of the Alternate Letter of Credit has been automatically extended pursuant to its terms, or (ii) that the Credit Bank has given written notice of a decision not to extend the term of the Alternate Letter of Credit. If the Alternate Letter of Credit does not provide for automatic extensions, the Borrower shall notify the Trustee in writing whether or not the Credit Bank has given written approval for an extension of the term of the Alternate Letter of Credit.

(c) Notwithstanding any other provision of this Section 5.8, an Alternate Letter of Credit shall not be required to be in effect under the conditions set forth, and as provided, in the last full paragraph of Section 2.03(f)(i) of the Indenture or during any Index Interest Rate Period.

SECTION 5.9. General Tax Covenants. It is the intention of the parties hereto that interest on the Authority Notes shall be and remain Tax-exempt, and to that end the Borrower and the Authority covenant to comply with all of their respective requirements in the Tax Certificate, in this Section and in Section 5.10 which are for the benefit of the Trustee and each and every Holder of the Authority Notes.

SECTION 5.10. Special Arbitrage Certifications; Rebate. The Borrower acknowledges that it has read Sections 5.06 and 6.06 of the Indenture and that it will comply with the requirements of those sections as if they were set forth in full in this Loan Agreement. The Borrower shall calculate, or cause to be calculated, its rebate liability at such times as are required by Section l 48(f) of the Code and any temporary, proposed or final Regulations as may be applicable to the Authority Notes from time to time. The Borrower shall provide to the Trustee

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and the Authority a copy of each calculation of rebate liability prepared by or on behalf of the Borrower.

SECTION 5.11. Notice and Certificates to Trustee. Unless waived in writing, in whole or in part, by the Authority (which shall thereupon be binding on the Trustee, the Bank, if any, the Credit Bank, if any and the Remarketing Agent, if any), the Borrower hereby agrees to provide the Authority, the Trustee, CDLAC (only as to subsection (c)), the Bank, if any, the Credit Bank, if any, and the Remarketing Agent, if applicable, with the following:

(a) On or before June 15 and December 15 of each year during which any of the Authority Notes are Outstanding, commencing June 15, 2018, a Certificate of the Borrower that: (i) all payments required under this Loan Agreement have been made and (ii), if applicable, any applicable third party credit support will continue in full force during the succeeding twelve months, or explaining why not;

(b) Within 120 days of the end of its fiscal year, a Certificate of the Borrower that it has complied with the requirements to make reports including the reports concerning financial statements pursuant to Section 5.3(b );

( c) Promptly upon knowledge of an Event of Default, a written notice of such Event of Default, such notice to include a description of the nature of such event and what steps are being taken to remedy such Event of Default; and

(d) On or before December 15 of each year during which any of the Authority Notes are Outstanding, (i) a written disclosure of any significant change known to the Borrower which would adversely impact the Trustee's ability to perform its duties under the Indenture, or of any conflicts which may result because of other business dealings between the Trustee and the Borrower, and (ii) a representation of the Borrower that all certificates, approvals, permits and authorizations described in Section 2.3(h) that are necessary for the construction, as applicable, use or operation of the Project continue in full force and effect, provided that with respect to any such certificate, approval, permit or authorization that must issue without discretion on the part of the issuer thereof, the Borrower need only disclose the absence of such certificate, approval, permit or authorization and the Borrower's plan to acquire it.

( e) The Borrower agrees to provide the Authority, the Trustee, the Bank, if any, the Credit Bank, if any, and the Remarketing Agent, if applicable, the certificate set forth in Exhibit C hereto on each June 15, commencing June 15, 2018.

(f) The Borrower agrees to provide to the Authority (A) on February 1 of each year an annual Certificate of Compliance II ( certificate found at http://www.treasurer.ca.gov/cdlac/applications/exempt/index.asp) until the Completion Date, and (B) thereafter, a Certificate of Completion ( certificate found at http://www.treasurer.ca.gov/cdlac/applications/exempt/ index.asp), all as required by that certain Resolution No. 14-147-19, adopted by the Authority on December 12, 2017 (the "Allocation Resolution").

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(g) Within 60 days of the Authority's request, which request is to be made on or about July 1 of each year (commencing July 1, 2018), the Borrower shall provide information to the Authority needed for the Authority to comply with the reporting requirements contained in California Government Code Section 8855(k)(l). The covenant contained in this Section 5.13(d) shall remain in effect until the later of the date (i) the Bonds are no longer Outstanding or (ii) the proceeds of the Bonds have been fully spent.

SECTION 5.12. Financing and Continuation Statements. The Borrower hereby agrees to file all financing and continuation statements required to be filed, if any, relating to the Authority Notes or the Borrower Note and their security and provide copies of such filings to the Trustee. In addition, the Borrower, on demand, will execute and deliver and hereby authorizes the Trustee to execute in the name of the Borrower or without the signature of the Borrower to the extent the Trustee may lawfully do so, one or more financing statements, chattel mortgages or other instruments, to evidence more effectively the security interest of Trustee and the Noteholders in the property subject to the lien of the Indenture.

SECTION 5.13. Change in Interest Rates. The Authority acknowledges the right of the Borrower to adjust the Interest Rate Period for the Authority Notes from time to time under the terms and conditions of the Indenture.

SECTION 5.14. Continuing Disclosure. The Borrower hereby covenants and agrees, upon any Conversion, to assist the remarketing agent to comply with the continuing disclosure requirements promulgated under S.E.C. Rule 15c2-12, as it may from time to time hereafter be amended or supplemented, to the extent it is applicable to the Conversion transaction, by executing a Continuing Disclosure Agreement. Notwithstanding any other provision of this Loan Agreement, failure of the Borrower to comply with its Continuing Disclosure Agreement shall not be considered a Loan Default Event; however, the Trustee at the written request of the Remarketing Agent or the Holders of at least 25% aggregate principal amount of Outstanding Authority Notes, shall, but only to the extent indemnified to its satisfaction from and against any cost, liability or expense of any kind whatsoever related thereto, including, without limitation, fees and expenses of its attorneys and advisors and additional fees and expenses of the Trustee, or any Noteholder or beneficial owner of the Authority Notes may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Borrower to comply with its this Section 5.14 or the Continuing Disclosure Agreement. The Borrower acknowledges and agrees that the Authority shall have no liability with respect to these obligations.

SECTION 5.15. Changes to the 2017 Project. The Borrower shall not make any changes to the 2017 Project or to the operation thereof which would affect the qualification of the 2017 Project under the Act or impair the exemption from federal income taxation of the interest on the Authority Notes.

SECTION 5.16. Refund of Small Business Assistance Fund Contributions. The Borrower hereby agrees to return to the Authority amounts provided from its Small Business Assistance Fund upon the events and in the amounts set forth in Exhibit E attached hereto and made a part hereof by reference.

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ARTICLE VI LOAN DEFAULT EVENTS AND REMEDIES

SECTION 6.1. Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:

(a) failure of the Borrower to make any payment required by Section 4.2(a) hereof or the Borrower Note when due; or

(b) failure of the Borrower to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Loan Agreement other than as provided in ( a), which continues for a period of 30 days after written notice delivered to the Borrower, which notice shall specify such failure and request that it be remedied, given to the Borrower by the Authority or the Trustee, unless the Authority and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected, and provided further that the Bank shall be given a copy of any such notice, but failure to provide such copy shall not affect the validity of such notice; or

(c) existence of an Event of Default under and as defined in Section 7.0l(a), (b), (c), (e), (f) or (g) of the Indenture; or

(d) any representation or warranty of the Borrower set forth in Section 2.3 of this Loan Agreement at the time made or deemed made is false in any material respect.

The provisions of subsection (b) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State of California or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; insurrections; wars; acts of terrorism; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (c) or (d) of this Section.

Notwithstanding any other provision of this Loan Agreement to the contrary, during any period that an Alternate Letter of Credit is in effect, so long as the Credit Bank is not in default under the Alternate Letter of Credit, or during any Index Interest Rate Period, the Trustee shall not

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without the prior written consent or direction of the Credit Bank or the Bank, as applicable, exercise any remedies under this Loan Agreement in the case of any Loan Default Event described in subsections (a), (b), (c) or (d) above; provided, however, that no consent of the Credit Bank or the Bank shall be required with respect to the Authority's exercise of any remedy provided herein seeking enforcement of the Retained Rights. The Trustee may exercise any and all remedies under the Indenture and this Loan Agreement ( except acceleration) to collect any fees, expenses and indemnification from the Borrower without obtaining the consent of the Bank or the Credit Bank.

SECTION 6.2. Remedies on Default. Subject to Section 6.1 hereof, whenever any Loan Default Event shall have occurred and shall be continuing,

(a) The Trustee, by written notice to the Authority, the Borrower, the Bank, if any, and a Credit Bank, if any, shall declare the unpaid balance of the Loans to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of the Authority Notes shall have been declared to be due and payable under the Indenture. Upon any such declaration such amount shall become and shall be immediately due and payable as determined in accordance with Section 7.01 of the Indenture, and the Trustee shall immediately draw upon an Alternate Letter of Credit, if in effect and if permitted by its terms and required by the terms of the Indenture, and apply the amount so drawn in accordance with the Indenture.

(b) The Trustee may have access to and may inspect, examine and make copies of the books and records and any and all accounts, data and federal income tax and other tax returns of the Borrower; provided that the Trustee shall be obligated to protect the confidentiality of such information to the extent provided by State and federal law and prevent its disclosure to the public, except the Authority.

( c) The Authority or the Trustee may take whatever other action at law or in equity as may be necessary or desirable to collect the payments and other amounts then due and thereafter to become due or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Loan Agreement, provided, however, that acceleration of the unpaid balance of the Loan Repayments is not a remedy available to the Authority.

In case the Trustee or the Authority shall have proceeded to enforce its rights under this Loan Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Authority, then, and in every such case, the Borrower, the Trustee and the Authority shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the Authority shall continue as though no such action had been taken.

The Borrower covenants that, in case a Loan Default Event shall occur with respect to the payment of any Loan Repayment, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable under said Section, with interest on the amount then overdue at the rate of four percent ( 4%) per annum ( or, during an Index Interest Rate Period, the Default Rate set forth in the Continuing Covenant Agreement) or, if four percent ( 4%) ( or, during an Index Interest Rate Period, the Default Rate set forth in the Continuing Covenant Agreement) is greater than the rate then permitted by law, at the greatest rate

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then permitted. Such overdue rate shall be in effect following a delinquency of30 days ( or, during an Index Interest Rate Period, immediately following a delinquency) and shall remain in effect until such overdue amount has been paid.

In case the Borrower shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Borrower and collect in the manner provided by law the moneys adjudged or decreed to be payable.

In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Loan Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute such amounts as provided in the Indenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution.

SECTION 6.3. Agreement to Pay Attorneys' Fees and Expenses. In the event the Borrower should default under any of the provisions of this Loan Agreement and the Authority or the Trustee should employ attorneys or incur other expenses for the collection of the payments due under this Loan Agreement or the enforcement of performance or observance of any obligation or agreement on the part of the Borrower herein contained ( other than litigation of disputes between the Authority and the Borrower hereto), including any obligation or agreement in or represented by the Borrower Note, the Borrower agrees to pay and indenmify the Authority or the Trustee for the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Authority or the Trustee.

SECTION 6.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority or the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority or the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. The

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Trustee and the Holders of the Authority Notes shall be considered third party beneficiaries for the purposes of enforcing the rights of the Authority and their own respective rights.

SECTION 6.5. No Additional Waiver Implied by One Waiver. In the event any agreement or covenant contained in this Loan Agreement should be breached by the Borrower and thereafter waived by the Authority or the Trustee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

SECTION 7.1.

ARTICLE VII PREPAYMENT

Redemption of Authority Notes with Prepayment Moneys. By virtue of the assignment of the rights of the Authority under this Loan Agreement to the Trustee as is provided in Section 4.3 hereof, the Borrower agrees to and shall pay directly to the Trustee any amount permitted or required to be paid by it under this Article VII. The Trustee shall use the moneys so paid to it by the Borrower to redeem the Authority Notes on the date set for such redemption pursuant to Section 7. 5 hereof or to reimburse the Credit Bank for any draw under any Alternate Letter of Credit. The Authority shall call Authority Notes for redemption as required by Article IV of the Indenture or as requested by the Borrower pursuant to the Indenture or this Loan Agreement. Payments required under the Borrower Note shall be accelerated as necessary to correspond with, in time and amount, payments of principal of and interest and premium, if any, on the Authority Notes which are due on the applicable redemption date.

SECTION 7.2. Options to Prepay Installments. The Borrower shall have the option to prepay the Loan Repayments by paying to the Trustee, for deposit in the Revenue Fund, or to the Bank during any Bank Direct Payment Period, the amount set forth in Section 7.4 hereof, under the following circumstances:

(a) The Borrower may prepay such amounts in whole, or in part, and cause all of the Authority Notes to be redeemed at the price and time and under the conditions set forth in Section 4.01(5) of the Indenture.

(b) The Borrower shall also have the option to prepay all or any part of the Loan Repayments and to cause all or any part of the Authority Notes to be redeemed at the times and at the prices set forth in Section 4.01(6), (7) or (8) of the Indenture and in any Supplemental Indenture and subject to any additional requirements of the Credit Agreement or Continuing Covenant Agreement, as applicable.

SECTION 7.3. Mandatory Prepayment. The Borrower shall have and hereby accepts the obligation to prepay in whole the Loan Repayments required by Section 4.2(a) of this Loan Agreement, together with interest accrued, but unpaid, thereon, to be used to redeem all or a part of the Outstanding Authority Notes under any of the following circumstances:

(a) if and when as a result of any changes in the Constitution of the United States of America or the California Constitution or as a result of any legislative, judicial or administrative action, this Loan Agreement and the Borrower Note shall have become void or

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unenforceable or impossible of performance in accordance with the intention and purposes of the parties hereto, or shall have been declared unlawful;

(b) if, due to the untruth or inaccuracy of any representation or warranty made by the Borrower in this Loan Agreement or in connection with the offer and sale of the Authority Notes, or the breach of any covenant or warranty of the Borrower contained in this Loan Agreement or in the Tax Certificate, interest on the Authority Notes, or any of them, is determined not to be Tax-exempt to the Holders thereof ( other than a Holder who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) by a final administrative determination of the Internal Revenue Service or judicial decision of a court of competent jurisdiction in a proceeding of which the Borrower received notice and was afforded an opportunity to participate in to the full extent permitted by law. A determination or decision will be considered final for this purpose when all periods for administrative and judicial review have expired; or

(c) if mandatory redemption is required by Section 4.01(2), 4.01(3) or 4.01(4) of the Indenture or by any Supplemental Indenture; or

(d) if a mandatory tender for purchase 1s required by Section 4.06 of the Indenture.

The amount payable by the Borrower in the event of a prepayment required by this Section shall be determined as set forth in Section 7.4 and shall be deposited in the Revenue Fund.

SECTION 7.4. Amount of Prepayment. In the case of a prepayment of the entire amount due hereunder pursuant to Section 7.2 or 7.3 hereof, the amount to be paid shall be a sum sufficient, together with other funds and the yield on any securities deposited with the Trustee and available for such purpose, to pay (I) the principal amount of all Authority Notes Outstanding on the redemption date specified in the notice of redemption, plus interest accrued and to accrue to the payment or redemption date of the Authority Notes, plus premium, if any, pursuant to the Indenture, (2) all reasonable and necessary fees and expenses of the Authority, the Trustee and any paying agent accrued and to accrue through final payment of the Authority Notes and (3) all other liabilities of the Borrower accrued and to accrue under this Loan Agreement.

In the case of partial prepayment of the Loan Repayments, the amount payable shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal amount of and premium, if any, and accrued interest on the Authority Notes to be redeemed, as provided in the Indenture, and to pay expenses of redemption of such Authority Notes. All partial prepayments of the Loan Repayments shall be allowed as a credit against principal payable under the Borrower Note in the inverse order of principal payments due under the Borrower Note.

SECTION 7.5. Notice of Prepayment. To exercise an option granted in or to perform an obligation required by this Article VII, except during a Bank Direct Payment Period, the Borrower shall give written notice, at least 5 (five) days prior to the last day by which the Trustee is permitted to give notice of redemption pursuant to Section 4. 03 of the Indenture, to the

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Authority, the Bank, if any, a Credit Bank, if any, and the Trustee specifying the amount to be prepaid and the date upon which any prepayment will be made. If the Borrower fails to give such notice of a prepayment in connection with a mandatory redemption under this Loan Agreement, such notice may be given by the Authority, by the Trustee or by any Holder or Holders of 10% or more in aggregate principal amount of the Authority Notes Outstanding. The Authority and the Trustee, at the request of the Borrower or any such Noteholder, shall forthwith take all steps necessary under the applicable provisions of the Indenture ( except that the Authority shall not be required to make payment of any money required for such redemption) to effect redemption of all or part of the then Outstanding Authority Notes, as the case may be, on the earliest practicable date thereafter on which such redemption may be made under applicable provisions of the Indenture; provided that if the written consent of the Bank, if any, the Credit Bank, if any, or the Bank is required under the Indenture, such consent has been received.

SECTION 7.6. Concurrent Discharge of Borrower Note. In the event any of the Authority Notes shall be paid and discharged pursuant to any provisions of this Agreement or the Indenture, so that such Authority Notes are not thereafter outstanding within the meaning of the Indenture, an equivalent principal amount of the Borrower Note shall be deemed fully paid for purposes of this Agreement and to such extent the obligations of the Borrower thereunder terminated. In such event, the Authority or any assignee of the Borrower Note shall take whatever steps are required to cause the Borrower Note or the pertinent installments of the principal sum thereof, to be canceled and deemed fully paid.

ARTICLE VIII NON-llABILITY OF AUTHORITY; EXPENSES; INDEMNIFICATION

SECTION 8.1. Non-Liability of Authority. The Authority shall not be obligated to pay the principal of, or premium, if any, or interest on or Purchase Price of the Authority Notes, except from Revenues. The Borrower hereby acknowledges that the Authority's sole source of moneys to repay the Authority Notes will be provided by the payments made by the Borrower pursuant to this Loan Agreement or the Borrower Note, together with other Revenues, including investment income on certain funds and accounts held by the Trustee under the Indenture, and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal of, and premium, if any, and interest on or Purchase Price of the Authority Notes as the same shall become due (whether by maturity, redemption, acceleration, tender or otherwise), then upon notice from the Trustee, the Borrower shall pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal, premium or interest, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Trustee, the Borrower, the Authority or any third party, subject to any right of reimbursement by the Borrower from the Trustee, the Authority or any such third party, as the case may be.

SECTION 8.2. Expenses. The Borrower covenants and agrees to pay and to indemnify the Authority and the Trustee against all costs and charges , including reasonable fees and disbursements of attorneys, accountants, consultants and other experts, incurred in good faith in connection with this Loan Agreement, the Borrower Note, the Authority Notes or the Indenture.

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SECTION 8.3. Indemnification. The Borrower releases the Authority, the Tender Agent and the Trustee from, and covenants and agrees that neither the Authority, the Tender Agent nor the Trustee shall be liable for, and covenants and agrees, to the extent permitted by law, to indenmify and hold harmless the Authority, the Tender Agent and the Trustee and their members, officers, employees and agents from and against, any and all losses, claims, damages, liabilities or expenses (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments), of every conceivable kind, character and nature whatsoever (including, without limitation, federal and state securities laws) arising out of, resulting from or in any way connected with (I) the 2017 Project, or the conditions, occupancy, use, possession, conduct or management of, or work done in or about the 2017 Project or the other facilities of the Borrower or its affiliates, or from the planning, design, acquisition, rehabilitation, renovation, improvement, installation or equipping of the 2017 Project or any part thereof; (2) the issuance, sale or resale of any Authority Notes or any certifications or representations made in connection therewith, the execution and delivery of this Loan Agreement, the Indenture or the Tax Certificate or any amendment thereto and the carrying out of any of the transactions contemplated by the Authority Notes, the Indenture and this Loan Agreement; (3) the Trustee's or the Tender Agent's acceptance or administration of the trusts under the Indenture, or the exercise or performance of any of their powers or duties under the Indenture or this Loan Agreement; ( 4) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact required to be stated or 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 by the Authority or any underwriter or placement agent in connection with the sale or remarketing of any Authority Notes or in any disclosure made by Borrower to comply with the requirements of S.E.C. Rule 15c2-12 or in any continuing disclosure document or any other document relating to the Authority Notes; (5) any violation of any Environmental Regulations or the release of any Hazardous Substance from, on or near the Project or any other facilities of the Borrower or its affiliates; (6) the defeasance and/or redemption, in whole or in part, of the Authority Notes; or (7) any declaration of taxability of interest on the Authority Notes, or allegations that interest on the Authority Notes is taxable or any regulatory audit or inquiry regarding whether interest in the Authority Notes is taxable; provided that with respect to indemnification of the Authority and its members, officers, employees and agents, such indemnity shall not be required for damages that result from the gross negligence or willful misconduct on the part of the party seeking such indemnity and with respect to any other indemnified party, such indemnity shall not be required for damages that result from the negligence or willful misconduct on the part of the party seeking such indenmity. The Borrower further covenants and agrees, to the extent permitted by law, to pay or to reimburse the Authority, the Tender Agent and the Trustee and their members, officers, employees and agents for any and all costs, reasonable attorneys fees and expenses, liabilities or other expenses incurred in connection with investigating, defending against or otherwise in connection with any such losses, claims, damages, liabilities, expenses or actions, except to the extent that the same arise out of the gross negligence or willful misconduct of the Authority and its members, officers, employees and agents claiming such payment or reimbursement or out of the negligence or willful misconduct of the Tender Agent and the Trustee and their members, officers, employees and agents claiming such payment or reimbursement. The provisions of this Section and Section 4.2(b) shall survive any

29

OHSUSA 767695405.7

resignation or removal of the Trustee, the retirement of the Authority Notes and the termination of this Loan Agreement.

ARTICLE IX MISCELLANEOUS

SECTION 9.1. Notices. All notices, certificates or other communications shall be deemed sufficiently given on the second day following the day on which the same have been mailed by certified mail, postage prepaid, addressed to the Authority, the Borrower, the Trustee, the Credit Bank, if any, or the Bank, as the case may be, as follows, and such communications shall also be deemed sufficiently given to the Trustee if sent by facsimile with confirmed receipt:

To the Authority:

To the Borrower:

To the Trustee:

To the Bank:

ToCDLAC:

California Pollution Control Financing Authority 80 I Capitol Mall, 2nd Floor Sacramento, CA 95814 Attn: Executive Director

Mottra Corporation 7202 Petterson Lane Paramount, CA 90723 Attn: Chief Financial Officer

The Bank of New York Mellon Trust Company, N.A. 400 South Hope Street, Suite 500 Los Angeles, CA 90071 Attn: Corporate Trust Department

MUFG Union Bank, N.A. 3536 Concours Street Ontario, CA 91764 Attn: Myra Juetten

California Debt Limit Allocation Committee 915 Capitol Mall, Room 311 Sacramento, CA 95814

Any notice given to the Borrower as provided above shall be deemed to have been given to any affiliate of the Borrower affected by such notice.

A duplicate copy of each notice, certificate or other communication given hereunder by either the Authority or the Borrower to the other shall also be given to the Trustee, the Credit Bank, if any, and the Bank, if any. The Authority, the Borrower, the Trustee, and the Bank may, by notice given hereunder, designate any different addresses to which subsequent notices, certificates or other communications shall be sent.

30

OHSUSA 767695405.7

SECTION 9.2. Severability. If any provision of this Loan Agreement shall be held or deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent whatever.

SECTION 9.3. Execution of Counterparts. This Loan Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument; provided, however, that for purposes of perfecting a security interest in this Loan Agreement by the Trustee under Article 9 of the California Uniform Commercial Code, only the counterpart delivered, pledged, and assigned to the Trustee shall be deemed the original.

SECTION 9.4. Amendments, Changes and Modifications. Except as otherwise specifically provided in this Loan Agreement or the Indenture, subsequent to the issuance of Authority Notes and prior to their payment in full, or provision for such payment having been made as provided in the Indenture, this Loan Agreement may not be effectively amended, changed, modified, altered or terminated without the written consent of the Trustee, the Credit Bank, if any, and the Bank, if any, given in accordance with Section 6.07(b) of the Indenture; provided, however, that Section 5.3(b), 5.S(b) and/or 5.11 hereof and Exhibit C hereto may be amended by the Authority without such written consents for the purpose of changing or otherwise deleting any of the Borrower's requirements to deliver certain certificates or statements described therein.

SECTION 9.5. Governing Law; Venue. This Loan Agreement shall be construed in accordance with and governed by the Constitution and laws of the State applicable to contracts made and performed in the State. This Loan Agreement shall be enforceable in the State, and any action arising out of this Loan Agreement shall be filed and maintained in the Sacramento County Superior Court, Sacramento, California, unless the Authority waives this requirement.

SECTION 9.6. Authorized Representative. Whenever under the provisions of this Loan Agreement the approval of the Borrower is required or the Borrower is required to take some action at the request of the Authority, such approval or such request shall be given on behalf of the Borrower by an Authorized Representative, and the Authority and the Trustee shall be authorized to act on any such approval or request and neither party hereto shall have any complaint against the other or against the Trustee as a result of any such action taken.

SECTION 9.7. Term of the Agreement. This Loan Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as any of the Authority Notes or any Alternate Letter of Credit is outstanding or the Trustee holds any moneys under the Indenture, whichever is later. All representations and certifications by the Borrower as to all matters affecting the Tax-exempt status of the Authority Notes shall survive the termination of this Loan Agreement.

SECTION 9.8. Binding Effect; Third Party Beneficiary. This Loan Agreement shall inure to the benefit of and shall be binding upon the Authority, the Borrower and their respective successors and assigns; subject, however, to the limitations contained in

31

OHSUSA 767695405.7

Section 5.2 hereof. The parties agree that CDLAC is a third party beneficiary of this Loan Agreement for purposes of enforcing the terms and conditions set forth in the Allocation Resolution.

SECTION 9.9. Survival of Fee Obligation; No Prevailing Party. The right of the Authority, the Trustee, the Credit Bank, if any, and the Bank, if any, to receive any fees or be reimbursed for any expenses incurred pursuant to this Loan Agreement, and the right of the Authority and the Trustee to be protected from any liability as provided in this Loan Agreement, shall survive the retirement of the Authority Notes and the termination of this Loan Agreement. Nothing in this Loan Agreement shall be construed to provide for the award of attorney's fees and costs to the Authority or the Borrower for the enforcement of this Loan Agreement, as described in Section 1717 of the California Civil Code. Nothing in this Section 9.9 affects the rights of the Trustee as provided herein or the Indenture.

SECTION 9.10. Purchase of Authority Notes. The Borrower agrees that it shall not use its own funds to purchase Authority Notes from any Person, and that it shall cause any Guarantor, affiliate and any shareholder, member or other owner of the Borrower not to use its own funds to purchase Authority Notes from any Person, provided, the foregoing shall not apply to a purchase of Authority Notes from the Remarketing Agent if the Remarketing Agent has used its own funds to purchase the Authority Notes.

SECTION 9.11. Liability of Authority Limited to Revenues. Notwithstanding anything in this Loan Agreement or in the Authority Notes contained, the Authority shall not be required to advance any moneys derived from any source other than the Revenues and other assets pledged under the Indenture for any of the purposes in the Indenture mentioned, whether for the payment of the principal of or interest on the Authority Notes or for any other purpose of the Indenture. Nevertheless, the Authority may, but shall not be required to, advance for any of the purposes hereof any funds of the Authority which may be made available to it for such purposes. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE ST ATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF OR ANY LOCAL AGENCY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE AUTHORITY NOTES. The Authority shall not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Loan Agreement, the Borrower Note, the Authority Notes or the Indenture, except only to the extent amounts are received for the payment thereof from the Borrower under this Loan Agreement or the Borrower Note; provided the Borrower shall not be required to pay the fees and expenses of the Authority's counsel incurred in connection with the issuance of the Authority Notes.

SECTION 9.12. Waiver of Personal Liability. No member, officer, agent or employee of the Authority or any director, officer, shareholder, agent or employee of the Borrower shall be individually or personally liable for the payment of any principal ( or redemption price) or interest on the Authority Notes or any sum hereunder or under the Indenture be subject to any personal liability or accountability by reason of the execution and delivery of this Loan Agreement; but nothing herein contained shall relieve any such member, director, officer, shareholder, agent or employee from the performance of any official duty provided by law or by this Loan Agreement.

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OHSUSA 767695405.7

SECTION 9.13. Opinion of Authority Note Counsel. The Borrower acknowledges and agrees to comply with Section 11.14 of the Indenture.

SECTION 9.14. Complete Agreement. The parties agree that the terms and conditions of this Loan Agreement supersede those of all previous agreements between the parties relative to the Authority Notes, and that this Loan Agreement, together with the documents referred to in this Loan Agreement, contains the entire agreement relative to the Authority Notes between the parties hereto.

33

OHSUSA 767695405.7

IN WITNESS WHEREOF, the California Pollution 1 'nnh-,,, Finm1cin,g Authmity has caused this Agreement to be executed io its name and its seal to be hereunto affixed by its duly authorized representatives, and the Bon-owcr has caused this Agreement to be ex,x:uted in name all as of the date first above written.

OIISUSA:767695405

CAUPORNlA POLLUTJON CONTROL FINANCING AUTHORITY

BY: John Chiang, Cl:u1irn1an

r

"" (fP-~ By:

irector

MOTTRA CORPORATION

By: ------------Authorized Re11re,;en1tafrve

IN Wl1NESS WHEREOF, the California Pollution Control Financing Authority he call!lcd thi1 Loan Agreem11nt to be executed in its name and its 1cal to be heremto affixed by its duly authorized representatives, and the Borrower hu caused thi1 Loan Agreement to be executed in its name all as of the d11t11 first above written.

[SEAL]

OHSUSA 76769540$

CALIFORNIA POLLUTION CONTROL FINANCING AUTHOR1TY

BY: John Chlq, Chainnan

By: --------------Deputy Tl:e11surc:r

By:--------------Executive Director

MO'ITRA CORPORATION

By:

S-1

2017 Project:

OHSUSA 767695405.7

EXHIBIT A

DESCRIPTION OF THE PROJECT

The 2017 Project consists of the financing or refinancing of CNG-fueled waste collection vehicles and other related equipment for collection, transport, handling, processing and/or recycling of solid waste to be located at 7202 or 7230 Petterson Lane, Paramount CA, 14001 Garfield Avenue, Paramount CA, or 1955 E Cesar Chavez Avenue, Los Angeles CA, and carts and bins to be located at the addresses of the Borrower's residential and commercial customers in the City of Downey, Los Angeles County, California.

A-1

EXHIBITB

FINAL PROJECT ACCOUNT DISBURSEMENT CERTIFICATE

To: The Bank of New York Mellon Trust Company, N.A. 400 South Hope Street, Suite 500 Los Angeles, CA 90071 Attn: Corporate Trust Department

California Pollution Control Financing Authority (the "Authority") 801 Capitol Mall, 2nd Floor Sacramento, CA 95814 Attn: Executive Director

RE: Final Project Account Disbursement Certification

This Final Project Account Disbursement Certificate is being provided to you pursuant to the requirements of the Loan Agreement between the Authority and the Borrower ( as defined below) with respect to the Authority Notes ( as defined below), whereon upon the final disbursement from the Project Fund or any Depository Bank Project Fund, as applicable, relating to the below-referenced notes, the Borrower shall have an Authorized Representative of the Borrower, on behalf of the Borrower, evidence the Completion Date of the project by providing a certificate, which shall be approved by the Bank (if applicable), to the Trustee and the Authority stating the Costs of the Project to the date of this Final Project Account Disbursement Certificate and the components of the 2017 Project as described in Exhibit A of the Loan Agreement (see attached). Such information is provided below.

AUTHORITY NOTE INFORMATION Borrower Name (the "Borrower"): Mottra Corporation

Project Name(s): 2017 Project (as defined in the Indenture) (referred to in this Certificate as the "Project")

Authority Note Name and Series: California Pollution Control Financing Authority Variable Rate Demand Solid Waste Disposal Revenue Notes (Mottra Corporation Project) Series 2017

Authority Note Closing Date: December 20, 2017

Authority Note Amount Issued: $6,125,000

Project Address: Project Commencement Date: Project Completion Deadline: Completion Date:

OHSUSA 767695405.7

PROJECT INFORMATION

(Fran Exhibit A of the Loon Agreement)

( Conterrpl ated) (Actual)

B-1

Project Cost by Item

BREAKDOWN OF EXPENDITURES OF AUTHORITY NOTE PROCEEDS

(From the Tax Certificate and Agreement

TOTAL:

Amount

Amount of Authority Note Proceeds remaining in the Project Fund(Oepository Bank Project Fund

BREAKDOWN OF EXPENDITURE OF NON­AUTHORITY NOTE PROCEEDS

Amount

$

To the date hereof, the acquisition, construction, renovation, rehabilitation, improvement, installation and equipping been conducted substantially in accordance with the plans, specifications and work orders therefor, and all labor, services, materials and supplies used in the acquisition, construction, renovation, rehabilitation, improvement, installation and equipping have been paid or provided for. To the date hereof, all other facilities necessary in connection with the Project have been acquired, constructed, renovated, rehabilitated, improved, installed and equipped in accordance with the plans and specifications and work orders therefor and all costs and expenses incurred in connection therewith have been paid or provided for.

The Borrower certifies that all proceeds of the Authority Notes (excluding amounts used to finance costs of issuance) were expended on the Project. The Project as described in Exhibit A included certain initial specifications, but contemplated variances of certain terms within specified parameters. Any such variances to the date hereof are described below:

PROJECT VARIANCES (If Any):

This certificate is given without prejudice to any rights of the Borrower against third parties for any claims or for the payment of any amount not then due and payable which obligation has been incurred at the date of this certificate or which may subsequently be incurred.

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OHSUSA 767695405.7

I represent and warrant that I have full authority to execute this Final Project Account Disbursement Certificate on behalf of the Borrower. I certify in my capacity as an Authorized Representative of the Borrower that the foregoing certification is true and correct.

Borrower's Authorized Representative(s)

APPROVAL

The undersigned approves of the foregoing.

Bank's Authorized Representative (if applicable)

Attachments [Photos of completed project(s)]

B-3

OHSUSA 767695405.7

EXHIBITC

FORM OF ANNUAL BORROWER CERTIFICATE

The Bank of New York Mellon Trust Company, N.A. 400 South Hope Street, Suite 500 Los Angeles, CA 90071 Attention: Corporate Trust Department

MUFG Union Bank, N.A. 3536 Concours Street Ontario, CA 91764 Attn: Myra Juetten

Westhoff, Cone & Holmstedt 1777 Botelho Drive, Suite 345 Walnut Creek, CA 94596 Attention: Mark Holmstedt, Principal

California Pollution Control Financing Authority 915 Capitol Mall, Room 457 Sacramento, CA 95814 Attention: Executive Director

Description of Authority Note Issue California Pollution Control Financing Authority Variable Rate Demand Solid Waste Disposal Revenue Notes (Mottra Corporation Project) Series 2017

Borrower - Mottra Corporation

Principal Amount Issued

$6,125,000

The following lists of items are required per the Loan Agreement for the above-referenced financing. Please signify compliance or, if an item has been waived by the Authority pursuant to the Loan Agreement so indicate, and send this notice to the above-referenced participants.

1. Per section 5.10 of the Loan Agreement, Borrower is required to calculate rebate liability. Section 5.10 reads, in part, as follows:

" ... The Borrower shall calculate, or cause to be calculated, its rebate liability at such times as are required by Section l 48(f) of the Code and any temporary, proposed or final Regulations as may be applicable to the Authority Notes from time to time. The Borrower shall provide to the Trustee and the Authority a copy of each calculation of rebate liability prepared by or on behalf of the Borrower."

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OHSUSA 767695405.7

Borrower has complied has not complied is not yet required to comply 1s no longer required to comply with this requirement.

2. Per section 5. ll(a) of the Loan Agreement, the Borrower is required to send a Certificate of the Borrower to the Authority, the Bank, if any, the Credit Bank, if any, the Remarketing Agent, if any, and the Trustee. Section 5. ll(a) reads, in part, as follows:

" ... On or before June 15 and December 15 of each year during which any of the Authority Notes are Outstanding, commencing June 15, 2018, a Certificate of the Borrower that: (i) all payments required under this Loan Agreement have been made and (ii) any applicable third party credit support will continue in full force during the succeeding twelve months, or explaining why not;"

Borrower has has not complied with this requirement.

3. Per section 5.3(b) of the Loan Agreement, Borrower agrees to keep financial statements, provide notice to the Authority, the Bank, if any, the Credit Bank, if any, the Remarketing Agent, if any, and the Trustee certification they are completed and that no event which constitutes a loan default has occurred. Section 5.3(b) reads, in part, as follows:

" ... The Borrower further covenants and agrees, within 120 days after the end ofeach Fiscal Year, to furnish to the Authority, the Bank, if any, the Credit Bank, if any, the Remarketing Agent, if any, and the Trustee a Certificate of the Borrower stating that its financial statements have been completed and that no event which constitutes a Loan Default Event or which with the giving of notice or the passage of time or both would constitute a Loan Default Event has occurred and is continuing as of the end of such Fiscal Year, or specifying the nature of such event and the actions taken and proposed to be taken by the Borrower to cure such default."

Borrower has has not complied with this requirement.

4. Per section 5. ll(d) of the Loan Agreement, the Borrower is required to send a Certificate of the Borrower to the Authority, the Bank, if any, the Credit Bank, if any, the Remarketing Agent, if any, and the Trustee. Section 5.1 l(d) reads, in part, as follows:

" ... On or before December 15 of each year during which any of the Authority Notes are Outstanding, (i) a written disclosure of any significant change known to the Borrower which would adversely impact the Trustee's ability to perform its duties under the Indenture, or of any conflicts which may result because of other business dealings between the Trustee and the Borrower, and (ii) a representation of the Borrower that all certificates, approvals, permits and authorizations described in Section 2.3(h) that are necessary for the construction, as applicable, use or operation of the Project continue in full force and effect, provided that with respect to any such certificate, approval, permit or authorization that must issue without discretion on the part of the issuer thereof, the Borrower need only disclose the absence of such certificate, approval, permit or authorization and the Borrower's plan to acquire it."

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OHSUSA 767695405.7

Borrower has has not complied with this requirement.

5. Per Section 5.1 l(f) of the Loan Agreement, the Borrower is required to provide a Certificate of Compliance until the Borrower has filed a Final Project Account Disbursement Certificate, and thereafter, a Certificate of Completion. Section 5. ll(f) reads, in part, as follows:

"The Borrower agrees to provide to the Authority (A) on February 1 of each year an annual Certificate of Compliance II ( certificate found at http://www.treasurer.ca.gov/cdlac/applications/exempt/index.asp) until such time as the Borrower has filed the Final Project Account Disbursement Certificate required by Section 3.3 hereof, and (B) thereafter, a Certificate of Completion (certificate found at http://www. treasurer. ca. gov /cdlac/applications/ exempt/index. asp), all as required by that certain Resolution No. 14-147-19, adopted by the Authority on December 12, 2017."

Borrower has has not complied with this requirement.

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OHSUSA 767695405.7

II fyou answered" has nct" to any of the abcwe, please explain on a separate paper.I

I represent and warrant that I have full authority to execute this certificate on behalf of the Borrower. I certify in my capacity as an Authorized Representative of the Borrower that the foregoing certificate for the above-referenced financing is true and correct.

By _____________ _ Authorized Borrower Representative

Title --------------

OHSUSA 767695405.7

Date -------------

Phone No. ----------

C-4

EXHIBITD

[FORM OF BORROWER NOTE]

PROMISSORY NOTE

Principal Amount: $6,125,000 December 20, 2017 Paramount, California

FOR VALUE RECEIVED, the undersigned borrower, Mottra Corporation (the "Borrower"), promises to pay to the order of the California Pollution Control Financing Authority (the "Authority") the principal sum of Six Million One Hundred and Twenty-Five Thousand Dollars ($6,125,000), and to pay interest on the unpaid balance of such principal sum, as hereinafter provided, until the payment of such principal sum has been made or provided for.

This Note (the "Borrower Note") has been executed and delivered by the Borrower to the Authority and assigned to The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee") pursuant to the Loan Agreement, dated as of December 1, 2017 (the "Agreement"), between the Authority and the Borrower. Under the Agreement, the Authority has loaned the Borrower proceeds in an amount equal to $6,125,000 received from the issuance, authentication and delivery of the Authority's Variable Rate Demand Solid Waste Disposal Revenue Notes (Mottra Corporation Project) Series 2017, dated the date of their authentication and delivery (the "Authority Notes"). The Authority Notes have been issued to assist the Borrower in the financing and refinancing of the 2017 Project (as defined in the Agreement), which is to be owned, managed and/or operated by the Borrower or Participating Affiliate thereof. The Borrower has agreed to repay the loan of the proceeds of the Authority Notes by making payments (the "Loan Repayments") at the times and in the amounts required under the Agreement and in order to provide for timely payment with respect to the Authority Notes. The Authority Notes are being issued, concurrent with the execution and delivery of this Borrower Note, pursuant to, and are secured by, the Indenture, dated as of December 1, 2017 (as amended and supplemented from time to time, the "Indenture"), between the Authority and Trustee. The Authority Notes bear interest from their date at the rate of interest then applicable to the Authority Notes, payable on each Interest Payment Date (as defined in the Indenture) and each Note Payment Date (as defined in the Indenture) on which interest is due and payable, and mature on May 1, 2036.

To provide funds to pay the interest on the Authority Notes as and when due, the Borrower hereby agrees to and shall make payments of interest on this Borrower Note to the Trustee on or before each Interest Payment Date and each Note Payment Date on which interest is due and payable, in an amount equal to the amount payable as interest on the Authority Notes on such Interest Payment Date or Note Payment Date. To provide funds to pay principal and premium, if any, on the Authority Notes as and when due, the Borrower hereby agrees to and shall make payments of principal and premium, if any, on this Borrower Note to the Trustee on the dates such payments are required under the Indenture in amounts equal to the amounts payable as principal and premium, if any, on the Authority Notes.

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OHSUSA 767695405.7

If payment or provision for payment in accordance with the Indenture is made in respect of the principal of and redemption premium, if any, and interest on the Authority Notes, this Borrower Note shall be deemed paid to the extent of such payment or provision for payment of Authority Notes.

All Loan Repayments shall be payable in lawful money of the United States of America and shall be made to the Trustee at its principal corporate trust office for the account of the Authority for deposit in accordance with Section 4.2 of the Agreement and the Indenture. Except as otherwise provided in the Indenture, the Loan Repayments shall be used by the Trustee to pay the principal of and redemption premium, if any, and interest on the Authority Notes as and when due or to reimburse any Credit Bank for unreimbursed draws under the Alternate Letter of Credit ( as defined in the Indenture).

Notwithstanding anything herein to the contrary, for so long as the Authority Notes bear interest at an Index Interest Rate, the Authority and the Trustee agree that all amounts payable to the Bank (as defined in the Indenture) with respect to the Authority Notes and all amounts payable to the Trustee with respect to the Borrower Note shall ( until directed otherwise in writing by the Bank to the Trustee with a copy to the Borrower) be made by the Borrower directly to the Bank ( without any presentment thereof, except upon the payment of the final installment of principal, and without any notation of such payment being made thereon), in such manner or at such address in the United States as may be designated by the Bank in writing to the Borrower pursuant to the Indenture.

The obligation of the Borrower to make the payments required hereunder shall be absolute and unconditional and the Borrower shall make such payments without abatement, diminution or deduction regardless of any cause or circumstances whatsoever including, without limitation, any defense, set-off, recoupment or counterclaim which the Borrower may have or assert against the Authority, the Trustee, the Bank, the Credit Bank ( as defined in the Indenture), if any, or the Remarketing Agent ( as defined in the Indenture), if any, or any other person.

This Borrower Note is subject to prepayment upon the same terms and conditions, on the same date or dates and at the same prepayment prices, as the Authority Notes are subject to optional, extraordinary optional and mandatory redemption or to optional or mandatory tender under the Indenture, and the Borrower hereby agrees that it will make Loan Repayments hereunder in an amount equal to the principal of and premium, if any, and interest on or Purchase Price of the Authority Notes due and payable on any date for which such payments are due under the Indenture and the Agreement with respect to each such redemption date or purchase date. Any such redemption prior to stated maturity is subject to the obligation of the Borrower to give the Authority and the Trustee sufficient notice of such redemption as shall enable the Authority and the Trustee to take all action necessary under the Indenture to redeem on the date specified for prepayment a like principal amount of Authority Notes at the same redemption pnce.

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OHSUSA 767695405.7

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name by its duly authorized representative as of the date first written above.

MOTTRA CORPORATION

By: Authorized Representative

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OHSUSA 767695405.7

The above Promissory Note is hereby pledged and assigned to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), without recourse, pursuant to the Indenture, dated as of December I, 2017, between the California Pollution Control Financing Authority and the Trustee.

Dated: December 20, 2017

OHSUSA 767695405.7

CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY

By: _______________ _

D-4

Name: Renee Webster-Hawkins Title: Executive Director

The Borrower hereby acknowledges and agrees to the aforesaid assignment of this Promissory Note to the Trustee.

MOTTRA CORPORATION

By: Authorized Representative

Dated: December 20, 2017

D-5

OHSUSA 767695405.7

EXHIBITE

REFUND OF SMALL BUSINESS ASSISTANCE FUND CONTRIBUTIONS

The Borrower covenants and agrees with the Authority that the Borrower shall refund to the Authority some or all of the moneys contributed by the Authority from its Small Business Assistance Fund for the benefit of the Bonds and the Borrower (the "SBAF Contribution"), as follows:

(a) If the Borrower is required to redeem some or all of the Bonds because the Project fails to be constructed or acquired, the Borrower shall refund that percentage of the SBAF Contribution equal to the percentage of the Bonds so redeemed.

(b) If any of the following ( a "Borrower Change") occurs:

(i) If the Project is sold or leased for a period of more than two years to a Non­Qualified Person ( as defined below), or

(ii) If the Borrower consolidates or merges with any other entity or conveys, transfers or leases substantially all of its assets in a single transaction or series of transactions to any Person and the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Borrower as an entirety, as the case may be, is a Non-Qualified Person, or

(iii) If more than 50% of the shares of the Borrower's voting or common stock or partnership interests, as the case may be, become owned by, or are subject to a binding contract of sale to, a Non-Qualified Person, or a Non-Qualified Person obtains the right to elect a majority of the Board of Directors of the Borrower, or

(iv) If through any other contractual or business agreement or arrangement, not described in clauses (i) - (iii) above, a Non-Qualified Person obtains control over the Borrower's business or the Project, or obtains the ability to direct the Borrower's management and policies, then the Borrower shall refund to the Authority the following percentage of the SBAF Contribution based on date on which the Borrower Change occurs:

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OHSUSA 767695405.7

Months From Receipt of SBAF Contribution by Trustee to

Borrower Change

0-24 24-36 36-48 48-60

Percent of SBAF Contribution to be Refunded

100% 75 50 25

( c) The Borrower will give written notice to the Authority at least 30 days before the occurrence of any Borrower Change.

(d) For purposes of this Exhibit C:

(i) the amount of the SBAF Contribution is $165,000.

(ii) The term "Non-Qualified Person" means any corporation, partnership,joint venture or other entity which, by itself or taken together with any affiliated or parent entity or entities, is not a "small business" as defined in the Authority's regulations.

Any payment due under subsections (a) or (b) shall be paid to the Authority within 10 days after the redemption of bonds or the Borrower Change, as the case may be.

[INTENTIONALLY LEFT BLANK]

E-2

OHSUSA 767695405.7

PROMISSORY NOTE

Principal Amount: $6, 125,CXXl Deceni:Jer 20, 2017 Paramount, California

FOR VALUE RECEIVED, the undersigned borravver, Mcttra Corrxiratim (the "Borravver"), p-omi ses to pay to the order of the California Pd lution Cmtrol Fi nanci ngAuthority (the "Authority") the p-incipal sum of Six Million One Hundred and Twenty-five Thousand Ddlars ($6,125,CXXl), and to pay interest on the unpaid balance of such p-incipal sum, as hereinafter p-CNi ded, unti I the payment of such principal sum has been made or p-avi ded for.

This Note (the "Borrcwer Note") has been executed and delivered by the Borrcwer to the Authority and assigned to The Bank of NewY ork Mellon Trust Company, N.A., as Trustee (the "Trustee") pursuanttothe Loan Agreement, dated as of December 1, 2017 (the "Agreement"), between the Authority and the Borrcwer. Under the Agreement, the Authority has loaned the Borravver proceeds in an amount equal to $6, 125,CXXl received from the issuance, authentication and delivery of the Authority's Varial:le Rate Demand Solid Waste Disposal Revenue Notes (M ottra Corrxiration Prqject) Series 2017, dated the date of their authenticatim and delivery (the "Authority Notes''). The Authority Nctes have been issued to assist the Borravver in the financing and refinancing of the 2017 Project (as defined in the Agreement), which is to be avvned, managed andpr operated by the Borravver or Participating Affiliate thereof. The Borravver has agreed to repay the loan of the proceeds of the Authority Notes by making payments (the "Loan Repayments'') at the times and in the amounts required under the Agreement and in order to p-avide fortimely payment with respect to the Authority Nctes. The Authority Nctes are being issued, cmcurrent with the execution and delivery of this Borravver Ncte, pursuant to, and are secured by, the Indenture, dated asof December 1, 2017(asarnended and supplemented from time to ti me, the" Indenture''), between the Authority and Trustee. The Authority Nctes bear interest from thei r date at the rate of i nterest then app i call e to the Authority N ctes, payable on each Interest Payment Date (as defined in the Indenture) and each Ncte Payment Date (as defined in the Indenture) on which interest is due and payal:le, and mature m December 1, 2037.

To prCNide funds to pay the interest m the Authority Notes as and when due, the B orravver hereby agrees to and shal I make payments of interest on this B orrcwer Note to the Trustee on or before each Interest Payment Date and each Note Payment Date m which interest is due and payable, in an amount equal to the amount payal:le as interest on the Authority Nctes on such I nterest Payment Date or N cte Payment Date. To pravi de funds to pay principal and p-emium, if any, on the Authority Notes as and when due, the Borrcwer hereby agrees to and shall make payments of principal and premium, if any, on this B orrcwer Note to the Trustee on the dates such payments are required under the Indenture in amounts equal to the amounts payable as p-i nci pal and premium, if any, on the Authority Notes.

If payment or pravision for payment in accordance with the Indenture is made in respect of the principal of and redemption p-emium, if any, and interest on the Authority Notes, this B orrcwer Note shal I be deemed paid to the extent of such payment or pravi si on for payment of Authority Notes.

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All Loan Repayments shall be payable in lctvVful mmey of the United States of America and shal I be made to the Trustee at its principal corporate trust office for the account of the Authority for deposit in accordance with Section 4.2 of the Agreement and the Indenture. Except as ctherwise pravided in the Indenture, the Loan Repayments shal I be used lJy the Trustee to pay the principal of and redemption premium, if any, and interest on the Authority N ates as and when due or to reimburse any Credit Bank for unreimbursed draws under the Alternate Letter of Credit (as defined in the Indenture).

Notwithstanding anything herein to the contrary, for so long as the Authority Notes bear interest at an Index Interest Rate, the Authority and the Trustee agree that al I announts payable to the Bank (as defined in the Indenture) with respect to the Authority Nctes and all amounts payable to the Trustee with respect to the Borrcwer Notes shal I (until directed ctherwise in writing lJy the Bank to the Trustee with a copy to the BorrOvVer) be made lJy the BorrOvVer directly to the Bank (without any presentment thereof, except upon the payment of the final i nstal I ment of principal, and without any notation of such payment being made thereon), in such manner or at such address in the United States as may be designated lJy the Bank in writing to the Borrcwer pursuant to the I ndenture.

The obi i gati on of the B orrOvVer to malke the payments required hereunder shal I be absolute and unconditi anal and the B orrOvVer shal I malke such payments without abatement, diminution or deduction regardless of any cause or circumstances whatsoever including, without limitation, any defense, set-off, recoupment or counterclaim which the BorrOvVer may have or assert against the Authority, the Trustee, the Bank, the Credit Bank (as defined in the Indenture), if any, or the Remarketi ngAgent (as defined in the Indenture), if any, or any cther person.

This BorrOvVer Note is subject to prepayment upon the same terms and conditions, on the same date or dates and atthe same prepayment prices, as the Authority Notes are subject to opti anal, extraordinary o[Xi anal and mandatory redem[Xi on or to o[Xi anal or mandatory tender under the I ndenture, and the B orrOvVer herel:Jy agrees that it wi 11 malke Loan Repayments hereunder in an annount equal to the principal of and premium, if any, and interest on or Purchase Price of the Authority Nctes due and payable on any date for which such payments are due under the Indenture and the Agreement with respect to each such redemption date or purchase date. Any such redemption priorto stated maturity is suqject to the obligation of the Borrcwer to give the Authority and the Trustee sufficient notice of such redemption as shall enable the Authority and the Trustee to talke al I action necessary under the I ndenture to redeem on the date specified for prepayment a Ii ke principal amount of Authority N ates at the same redem[Xi on price.

D--2 OHSUSA767733162.l

IN WITNESS WHEREOF, the Borravver has caused this Note to be executed in its name by its duly authorized representative as of the date first written abave.

MOTTRA CORPORATION

By: Authorized Representative

D--3 OHSUSA767733162.l

The alxNe Promissory Note is hereby pedged and assigned to The Bank of New York Mel Ion Trust Company, N.A., as trustee (the "Trustee"), without recourse, pursuant to the Indenture, dated as of December 1, 201 7, between the California Pol I uti on Control Financing Authority and the Trustee.

Dated: December 20, 2017

D-4 OHSUSA767733162.l

CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY

By: -------------Name: Renee Webster+iawkins Title: Executive Di rector

The B cncwer hereby ackncwl edges and agrees to the aforesaid assignment of this Promissory N cte to the Trustee.

MOTTRA CORPORATION

By: Authorized Representative

Dated: December 20, 2017

D-5 OHSUSA767733162.l