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EXECUTION COPY

PURCHASE AGREEMENT

$4,772,996.95 PLACER COUNTY PUBLIC FINANCING AUTHORITY

REFUNDING REVENUE BONDS, SUBORDINATE SERIES 20186 (MPOWER PLACER PROGRAM) (GREEN BONDS) (FEDERALLY TAXABLE)

THIS PURCHASE AGREEMENT (this "Purchase Agreement") is made and entered into as of June 14, 2018 (the "Effective Date"), by and among the Placer County Public Financing Authority (the "Issuer"), the County of Placer (the "County") and the Placer County Treasurer-Tax Collector (the "Bond Purchaser");

RECITALS

WHEREAS, the Issuer is a joint powers authority duly organized and existing under that certain Joint Exercise of Powers Agreement, dated May 9, 2006, by and between the County and the Placer County Redevelopment Agency (now the successor agency of the former Placer County Redevelopment Agency), and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and is authorized pursuant to Article 4 of the Act (the "Bond Law") to issue bonds for the purpose of making loans to local agencies, to the extent those local agencies are authorized by law to borrow moneys, when the loan proceeds will be used by the local agencies to pay for public capital improvements;

WHEREAS, the County is authorized to borrow money under Sections 5898.22 and 5898.28 of Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code (the "Chapter 29") to finance the installation of distributed generation renewable energy, energy efficiency and water efficiency improvements that are permanently fixed to real property (the "Authorized Improvements"), and the Authorized Improvements constitute "public capital improvements" pursuant to the Bond Law;

WHEREAS, on December 8, 2009, the Board of Supervisors of the County (the "Board of Supervisors") adopted Resolution No. 2009-343, entitled "Resolution Declaring the County of Placer's Intention to Finance Distributed Generation Renewable Energy Sources, and Energy Efficiency Improvements and Water Efficiency Improvements Through the Use of Contractual Assessments Pursuant to Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code and Setting a Public Hearing Thereon" (the "Resolution of Intention"), to initiate proceedings under Chapter 29 to establish the "Placer money for Property Owner Water & Energy Efficiency Retrofitting Program" (the "Program"), pursuant to which the County would enter into contractual assessments to finance the installation of Authorized Improvements as described in the Resolution of Intention;

WHEREAS, on January 26, 2010, after holding a duly noticed public hearing at which interested persons were allowed to object to or inquire about the proposed Program or any of its particulars, the Board of Supervisors adopted Resolution No. 2010-22, entitled "Resolution Confirming Report Relating to the Financing of the Installation of Distributed Generation Renewable Energy Sources, Energy Efficiency and Water Efficiency Improvements and Approving and Ordering Other Related Matters," (the "Resolution Confirming Program Report"), pursuant to which the Board of Supervisors, among other things, (i) confirmed and

approved a report (the "Original Program Report") addressing all of the matters set forth in Section 5898.22 of Chapter 29, (ii) established the Program, and (iii) authorized execution of agreements ("Assessment Contracts") with the owners of property in the County (the "Program Area") to provide for the levy of contractual assessments to finance installation of Authorized Improvements;

Initial Financing Authorization

WHEREAS, on February 9, 2010, after holding a duly noticed public hearing, the Board of Supervisors adopted Resolution No. 2010-26, pursuant to which, among other things, it made certain findings, authorized the execution and delivery of a loan agreement for the purpose of borrowing money from the Issuer to finance the installation of Authorized Improvements on participating parcels in the County and approved the issuance by the Issuer of revenue bonds for the purpose of funding the loan (the "Initial Loan") to the County;

WHEREAS, on February 9, 2010, the Governing Board of the Issuer (the "Governing Board") adopted Resolution No. 2010-25, entitled "Resolution Authorizing The Issuance of Revenue Bonds, Approving An Indenture of Trust And A Loan Agreement, Authorizing The Sale Of Bonds, And Providing Other Matters Properly Relating Thereto," pursuant to which the Issuer (i) determined to issue its Placer County Public Financing Authority Revenue Bonds (Placer mPOWER Program) (the "Initial Bonds") pursuant to Article 4 of the Act and an Indenture of Trust, dated as of June 1, 2010, by and between the Issuer and the Placer County TreasurerTax Collector, as trustee (the "Initial Indenture") for the purpose of providing moneys to fund the Initial Loan and (ii) provided that the Initial Bonds would be issued in an aggregate principal amount not to exceed $33 million (the "Initial Issuance Cap");

Judicial Validation

WHEREAS, under Code of Civil Procedure §860 et seq., the County and the Issuer filed a judicial validation action in the Superior Court of the County of Placer entitled "ALL PERSONS INTERESTED IN THE MATTER of the mPOWER Placer Program, All Proceedings Relating Thereto and All Bonds, Contracts, Obligations or Evidences of Indebtedness Relating Thereto," Case No. SCV-26931, and, on November 19, 2010, the Superior Court entered a default judgment in favor of the County and the Issuer;

Initial Loan and Initial Bonds

WHEREAS, the Issuer made the Initial Loan to the County pursuant to a Limited Obligation Loan Agreement, dated as of June 1, 2010, as amended by Amendment No. 1 to Limited Obligation Loan Agreement, dated as of July 9, 2013, and Amendment No. 2 to Limited Obligation Loan Agreement, dated as of June 1, 2015 (as so amended, the "Initial Loan Agreement"), by and among the County, the Issuer and the Placer County Treasurer-Tax Collector, as trustee;

WHEREAS, the Issuer funded the Initial Loan to the County with the proceeds of seven series of Initial Bonds;

2015 Restructuring and Refinancing

WHEREAS, on June 2, 2015, the Board of Supervisors adopted Resolution No. 2015-108, entitled "Authorizing the Execution and delivery of Refunding Loan Agreements and the

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Issuance of Refunding Bonds For the Purpose of Refinancing an Outstanding Loan Agreement that Financed the Installation of Distributed Generation Renewable Energy, Energy Efficiency and Water Efficiency Improvements that are Permanently Fixed to Real Property, and Providing Other Matters Property Relating Thereto," pursuant to which it approved (i) the refinancing of a portion of the Initial Loan (the portion of the Initial Loan not so refinanced, the "Remaining Initial Loan"), (ii) the redemption of the Initial Bonds, with the exception of that certain Placer County Public Financing Authority Revenue Bond, Series 14-15, No. 2 (mPOWER Placer Program), issued in the original principal amount of $654,673.21 (the "Remaining Initial Bond"), (iii) the establishment of two pools of Participating Parcels (one comprised of residential parcels with fewer than four units (hereinafter, "Residential Parcels") and one comprised of non-residential parcels and residential parcels with four or more units (hereinafter, "Non-Residential Parcels")), (iv) the execution and delivery of the 2015 Refunding Loan Agreements (as defined below) and (v) the issuance by the Issuer of the 2015 Refunding Bonds (as defined below);

WHEREAS, on June 2, 2015, the Governing Board of the Issuer adopted Resolution No. 2015-107, entitled "Resolution Authorizing the Issuance of Refunding Revenue Bonds, Approving an Indenture of Trust and a Loan Agreement for each Series of Such Bonds, Authorizing the Sale of Such Bonds, and Providing Other Matters Properly Relating Thereto," pursuant to which it resolved to:

(a) issue the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015R-A (mPOWER Placer Program) (the "Series 2015R-A Bonds") and the Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 2015R-B (mPOWER Placer Program) (the "Subordinate Series 2015R-B Bonds", and together with the Series 2015R-A Bonds, the "Series 2015R-A/R-B Bonds") pursuant to an indenture of trust dated as of June 1, 2015, between the Issuer and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015R-A/R-B Indenture"),

(b) use the proceeds of the Series 2015R-A/R-B Bonds to fund a loan (the "Series 201 SR-A/R-B Loan") payable from contractual assessments levied in the Program Area on Residential Parcels, which Series 2015R-A/R-B Loan was made pursuant to a loan agreement dated as of June 1, 2015, between the Issuer, the County and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015R-A/R-B Loan Agreement"),

(c) issue the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015R-C (mPOWER Placer Program) (the "Series 2015R-C Bonds") pursuant to an indenture of trust dated as of June 1, 2015, between the Issuer and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015R-C Indenture"),

(d) use the proceeds of the Series 2015R-C Bonds to fund a loan (the "Series 2015R-C Loan") payable from contractual assessments levied in the Program Area on Residential Parcels, which Series 2015R-C Loan was made pursuant to a loan agreement dated as of June 1, 2015, between the Issuer, the County and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015R-C Loan Agreement"),

(e) issue the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015NR-A (mPOWER Placer Program) (the "Series 2015NR-A Bonds", and together with the Series 2015R-A/R-B Bonds and the Series 2015R-C Bonds, the "2015 Refunding Bonds") pursuant to an indenture of trust dated as of June 1, 2015,

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between the Issuer and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015NR-A Indenture") and

(f) use the proceeds of the Series 2015NR-A Bonds to fund a loan (the "Series 2015NR-A Loan", and together with the Series 2015R-A/R-B Loan and the Series 2015R-C Loan, the "2015 Refunding Loans") payable from contractual assessments levied in the Program Area on Non-Residential Parcels, which Series 2015NR-A Loan was issued pursuant to a loan agreement dated as of June 1, 2015, between the Issuer, the County and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015NR-A Loan Agreement", and together with the Series 2015RA/R-B Loan Agreement and the 2015R-C Loan Agreement, the "2015 Refunding Loan Agreements").

WHEREAS, the County was authorized to incur the 2015 Refunding Loans pursuant to Articles 10 (commencing with Section 53570) and 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code;

2015 Authorization of New Money Financing

WHEREAS, on June 16, 2015, the Board of Supervisors adopted Resolution No. 2015-126, pursuant to which it (i) determined there was sufficient demand for financing from the Program in excess of the Initial Issuance Cap of $33 million and approved an amendment of the Original Program Report to increase the maximum aggregate dollar amount of voluntary contractual assessments to $100 million (the Original Program Report as so amended, and as amended further from time to time, the "Program Report"), (ii) approved the issuance by the Issuer of the Placer County Public Financing Authority Revenue Bonds (Placer mPOWER Program), in an aggregate principal amount not to exceed $67 million and (iii) approved the execution and delivery of one or more limited obligation loan agreements for the purpose of incurring one or more loans, as described below, in an aggregate amount not to exceed $67 million, the proceeds of which the County would use to finance the installation of Authorized Improvements on Participating Parcels;

WHEREAS, on June 16, 2015, the Governing Board of the Issuer adopted Resolution No. 2015-128, entitled "Resolution Authorizing the Issuance of One or More Series of Revenue Bonds, Approving the Indenture of Trust and Loan Agreement Related to Such Bonds, Authorizing the Sale of Such Bonds, and Providing Other Matters Properly Relating Thereto", pursuant to which it:

(a) approved the issuance of the 2015 New Money Bonds (as defined below) in an aggregate principal amount not to exceed $67 million, and the issuance of the 2015 New Money Loans (as defined below) in an aggregate amount not to exceed $67 million,

(b) authorized the execution of the Limited Obligation Loan Agreement (R Draw Down), dated as of June 1, 2015, between the County, the Issuer and the Placer County Treasurer-Tax Collector, as trustee (the "2015 R New Money Loan Agreement"), pursuant to which the Issuer made a draw down loan to the County (the "2015 R New Money Loan"), which 2015 R New Money Loan was funded with the proceeds of the Series R New Money Bonds (as defined below) and is payable from contractual assessments levied in the Program Area on Residential Parcels,

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(c) authorized the execution of an indenture of trust dated as of June 1, 2015, between the Issuer and the Placer County Treasurer-Tax Collector, as trustee (the "2015 Series R New Money Indenture"), under which the Issuer has issued:

(i) the Placer County Public Financing Authority Revenue Bonds, Series R 2015-16, No. 1 (the "Series R 2015-16 New Money Bond"),

(ii) the Placer County Public Financing Authority Revenue Bonds, Series R-2016-17 A (the "Series R 2016-17 New Money Bond") and

(iii) the Placer County Public Financing Authority Revenue Bonds, Series R-2017-18 A (the "Series R 2017-18 New Money Bond", and together with the Series R 2015-16 New Money Bond and the Series R 2016-17 New Money Bond, the "Series R New Money Bonds");

(d) authorized the execution of the Limited Obligation Loan Agreement (NR Draw Down), dated as of June 1, 2015, between the County, the Issuer and the Placer County Treasurer-Tax Collector, as trustee (the "2015 NR New Money Loan Agreement"), pursuant to which the Issuer made a draw down loan to the County (the "2015 NR New Money Loan", and together with the 2015 R New Money Loan, the "2015 New Money Loans"), which 2015 NR New Money Loan was funded with the proceeds of the Series NR New Money Bonds (as defined below) and is payable from contractual assessments levied in the Program Area on Non-Residential Parcels,

(e) authorized the execution of an indenture of trust dated as of June 1, 2015, between the Issuer and the Placer County Treasurer-Tax Collector, as trustee (the "2015 Series NR New Money Indenture"), under which the Issuer has issued:

(i) the Placer County Public Financing Authority Revenue Bonds, Series NR 2015-16, No. 1 (the "Series NR 2015-16 New Money Bond"),

(ii) the Placer County Public Financing Authority Revenue Bonds, Series NR-2016-17 A (the "Series NR 2016-17 New Money Bond") and

(iii) the Placer County Public Financing Authority Revenue Bonds, Series NR-2017-18 A (the "Series NR 2017-18 New Money Bond", and together with the Series NR 2015-16 New Money Bond and the Series NR 2016-17 New Money Bond, the "Series NR New Money Bonds");

2018 Refinancing

WHEREAS, the County wishes to refinance the Remaining Initial Loan, the Series 2015R-C Loan, and a portion of the 2015 R New Money Loan (collectively, the "Subject Loans"), and to cause a redemption of the following bonds:

(a) the Remaining Initial Bond,

(b) the Series 2015R-C Bonds,

(c) the Series R 2015-16 New Money Bond,

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(d) the Series R 2016-17 New Money Bond,

(e) a portion of the Series R 2017-18 New Money Bond (and together with the preceding bonds (a)-(d), the "Subject Bonds");

WHEREAS, in order to refinance the Subject Loans and cause a redemption of the Subject Bonds, the County has determined it must enter into a limited obligation loan agreement with the Issuer (the "2018R Refunding Loan Agreement") and incur a loan (the "2018R Refunding Loan") to be payable from contractual assessments levied in the Program Area on Residential Parcels, which 2018R Refunding Loan will be funded with a portion of the proceeds of two series of bonds issued by the Issuer pursuant to an Indenture of Trust between the Issuer and the Bond Purchaser, as trustee (the "Indenture"): (i) the Placer County Public Financing Authority Refunding Revenue Bonds, Senior Series 2018A (mPOWER Placer Program) (Green Bonds) (Federally Taxable) (the "Senior Series A Bonds") and (ii) the Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 20188 (mPOWER Placer Program) (Green Bonds) (Federally Taxable) (the "Subordinate Series B Bonds", and together with the Senior Series A Bonds, the "2018 Refunding Bonds"), which 2018 Refunding Bonds will be issued in a combined aggregate principal amount not to exceed $75,000,000;

WHEREAS, the County is authorized to incur the 2018R Refunding Loan pursuant to Resolution No. 2017-184, initially adopted by the County on October 3, 2017 and later supplemented by Resolution No. 2018-079 on May 22, 2018 (collectively, the "County Bond Resolution"), Chapter 29 and Articles 10 (commencing with Section 53570) and 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code;

WHEREAS, the Issuer is authorized pursuant to Article 4 of the Act to issue bonds for the purpose of making loans to local agencies, to the extent those local agencies are authorized by law to borrow moneys, when the loan proceeds will be used by the local agencies to pay for public capital improvements and has approved the 2018R Refunding Loan and the 2018 Refunding Bonds pursuant to Resolution No. 2017-185, initially adopted by the Issuer on October 3, 2017 and later supplemented by Resolution No. 2018-080 on May 22, 2018 (collectively, the "Issuer Bond Resolution");

WHEREAS, as a condition precedent to the issuance of the 2018 Refunding Bonds by the Issuer, Section 6586.5 of the California Government Code requires that the County approve the proposed issuance of the 2018 Refunding Bonds by the Issuer, and that the County make certain findings with respect to such issuance of the 2018 Refunding Bonds, and Section 6586.5 further requires that such approval be given and findings be made only after noticed public hearings thereon;

WHEREAS, the County has given such required notice, held such public hearing and made the required findings; and

WHEREAS, the County wishes to cause the Issuer to issue Subordinate Series B Bonds and the Bond Purchaser to purchase Subordinate Series B Bonds, the Bond Purchaser wishes to purchase Subordinate Series B Bonds from the Issuer, and the Issuer wishes to sell Subordinate Series B Bonds to the Bond Purchaser, and this Purchase Agreement sets forth the terms under which Subordinate Series B Bonds will be sold by the Issuer to the Bond Purchaser.

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AGREEMENT

Section 1. Definitions. Terms not otherwise defined in this Purchase Agreement shall have the same meanings as set forth in the Indenture.

Section 2. Agreement to Purchase. The Bond Purchaser hereby agrees to purchase Subordinate Series B Bonds from the Issuer, and the Issuer hereby agrees to sell Subordinate Series B Bonds to the Bond Purchaser, at a purchase price (the "Purchase Price") equal to $4,868,456.89, constituting the principal amount of Subordinate Series B Bonds ($4,772,996.95) plus an original issue premium of$95,459.94.

Section 3. Description of Bonds; Security for Subordinate Series B Bonds. Subordinate Series B Bonds will be issued pursuant to the Bond Law, the Issuer Bond Resolution and the Indenture. A portion of the proceeds of the sale of Subordinate Series B Bonds will be used by the Issuer to make the 2018R Refunding Loan to the County; the County will use the proceeds of the 2018R Refunding Loan, along with other available moneys, to prepay the Subject Loans and to cause a redemption of the outstanding Subject Bonds.

The maturity date and the interest rate of Subordinate Series B Bonds are set forth on Exhibit C hereto.

The Revenues to provide a source of payment for Subordinate Series B Bonds generally consist of amounts payable by the County under the 2018R Refunding Loan Agreement. The obligation to repay the 2018R Refunding Loan is secured by a pledge of contractual assessments, as defined in the 2018R Refunding Loan Agreement (the "Assessments"), on a parity basis with the obligations specified in the 2018R Refunding Loan Agreement and additional Parity Debt (as defined in the 2018R Refunding Loan Agreement). The Assessments will be levied pursuant to Assessment Contracts executed by the County and owners of the Participating Parcels. In connection with the levy of the Assessments, the County will record a Notice of Assessment and Payment of Contractual Assessment Required (collectively, the "Assessment Notices") as an encumbrance on each Participating Parcel. The Assessments shall be secured by a lien on the related Participating Parcels established by execution of the Assessment Contracts and recordation of the Assessment Notices.

Section 4. Representations and Warranties of the Issuer. The Issuer represents and warrants to the Bond Purchaser as follows:

(a) The Issuer is duly organized and validly existing under the laws of the State of California (the "State").

(b) The Governing Board has the full legal right, power and authority to adopt the Issuer Bond Resolution, and the Issuer has the full legal right, power and authority (i) to enter into this Purchase Agreement, the 2018R Refunding Loan Agreement, the Irrevocable Refunding Instructions, dated as of June 1, 2018 (the "Refunding Instructions") and the Indenture (collectively, the "Issuer Documents"), (ii) upon satisfaction of the conditions in this Purchase Agreement and the Indenture, to issue, sell and deliver Subordinate Series B Bonds to the Bond Purchaser as provided herein, (iii) to secure Subordinate Series B Bonds in the manner contemplated in the Indenture and (iv) to carry out and consummate all other transactions on its part contemplated by the Issuer Documents, and the Issuer and the Governing Board have complied with all

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provisions of applicable law, including the Bond Law, in all matters relating to such transactions.

(c) The Issuer has duly authorized (i) the execution and delivery by the Issuer of Subordinate Series B Bonds and the execution, delivery and due performance by the Issuer of its obligations under the Issuer Documents and (ii) the taking of any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions on its part contemplated by such instruments. All consents or approvals necessary to be obtained by the Issuer in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect.

(d) The Issuer Bond Resolution was duly adopted by the Board of Directors, at meetings that were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Issuer Bond Resolution is in full force and effect and has not been amended or repealed; and the Issuer Documents, when executed and delivered by the Issuer and the other parties thereto (if any), will constitute a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally.

(e) When delivered to the Bond Purchaser, Subordinate Series B Bonds will have been duly authorized by the Governing Board and duly executed, issued and delivered by the Issuer and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally, and will be entitled to the benefit and security of the Indenture.

(f) Neither the adoption of the Issuer Bond Resolution, the execution and delivery of the Issuer Documents, nor the consummation of the transactions on the part of the Issuer contemplated herein or therein or the compliance by the Issuer with the provisions hereof or thereof will conflict with, or constitute on the part of the Issuer, a violation of, or a breach of or default under, (i) any material indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, (ii) any provision of the State Constitution or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the Issuer (or the members of the Governing Board or any of its officers in their respective capacities as such) is subject, that would have a material adverse effect on the ability of the Issuer to perform its obligations under the Issuer Documents.

(g) Other than the Indenture, the Issuer has not entered into any contract or arrangement of any kind that might give rise to any lien or encumbrance on the Revenues.

(h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending with respect to which the Issuer has been served with process or threatened, which in any way questions the powers of the Governing Board or the Issuer referred to in paragraph (b) above, or the validity of any proceeding taken by the Governing Board in connection with the issuance of Subordinate Series B Bonds, or wherein an unfavorable decision, ruling or finding

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could materially adversely affect the transactions contemplated by the Issuer Documents, or which, in any way, could adversely affect the validity or enforceability of the Issuer Bond Resolution, the Issuer Documents or Subordinate Series B Bonds.

(i) Any certificate signed by an official of the Issuer authorized to execute such certificate and delivered to the Bond Purchaser in connection with the transactions contemplated by the Issuer Documents shall be deemed a representation and warranty by the Issuer to the Bond Purchaser as to the truth of the statements therein contained.

U) Subordinate Series B Bonds will be paid from Revenues (as defined in the Indenture) received by the Issuer and moneys held in certain funds and accounts established under the Indenture. The Indenture creates a valid pledge of, and lien upon (which lien is subordinate to the lien of the Senior Series A Bonds), the Revenues deposited thereunder, and the moneys in certain funds and accounts established pursuant to the Indenture, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein.

Section 5. Representations and Warranties of the County. The County represents and warrants to the Issuer and the Bond Purchaser as follows:

(a) The County is duly organized and validly existing under the laws of the State of California (the "State").

(b) The Board of Supervisors has the full legal right, power and authority to adopt the Resolution of Intention, the Resolution Confirming Program Report and the County Bond Resolution (collectively, the "County Resolutions"), and the County has the full legal right, power and authority (i) to enter into this Purchase Agreement, the Refunding Instructions, the 2018R Refunding Loan Agreement and the Assessment Contracts (collectively, the "County Documents"), (ii) to incur the 201 SR Refunding Loan, (iii) to secure its obligation to repay the 2018R Refunding Loan in the manner contemplated in the 2018R Refunding Loan Agreement and (iv) to carry out and consummate all other transactions on its part contemplated by the County Documents, and the County and the Board of Supervisors have complied with all provisions of applicable law, including Chapter 29, in all matters relating to such transactions.

(c) The County has duly authorized (i) the issuance of Subordinate Series B Bonds by the Issuer, (ii) the execution, delivery and due performance by the County of its obligations under the County Documents and (iii) the taking of any and all such action as may be required on the part of the County to carry out, give effect to and consummate the transactions on its part contemplated by such instruments. All consents or approvals necessary to be obtained by the County in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect.

(d) The County Resolutions were duly adopted by the Board of Supervisors, at meetings that were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the County Resolutions are in full force and effect and have not been amended or repealed; and each of the County Documents, when executed and delivered by the County and the other parties thereto (if any), will constitute a legal, valid and binding obligation of the

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County enforceable against the County in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally.

(e) Neither the adoption of the County Resolutions, the execution and delivery of the County Documents, nor the consummation of the transactions on the part of the County contemplated herein or therein or the compliance by the County with the provisions hereof or thereof will conflict with, or constitute on the part of the County, a violation of, or a breach of or default under, (i) any material indenture, mortgage, commitment, note or other agreement or instrument to which the County is a party or by which it is bound, (ii) any provision of the State Constitution or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the County (or the members of the Board of Supervisors or any of its officers in their respective capacities as such) is subject, that would have a material adverse affect on the ability of the County to perform its obligations under the County Documents.

(f) Other than the Parity Debt described in the 2018R Refunding Loan Agreement, the County has not entered into any contract or arrangement of any kind that might give rise to any lien or encumbrance on the Assessments. The County has the right to incur Parity Debt pursuant to the 2018R Refunding Loan Agreement.

(g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending with respect to which the County has been served with process or threatened, which in any way questions the powers of the Board of Supervisors or the County referred to in paragraph (b) above, or the validity of any proceeding taken by the Board of Supervisors in connection with the issuance of Subordinate Series B Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the County Documents, or which, in any way, could adversely affect the validity or enforceability of the County Resolutions or the County Documents.

(h) Any certificate signed by an official of the County authorized to execute such certificate and delivered to the Bond Purchaser in connection with the transactions contemplated by the County Documents shall be deemed a representation and warranty by the County to the Bond Purchaser as to the truth of the statements therein contained.

(i) The 2018R Refunding Loan will be paid from Assessments received by the County and moneys held in certain funds and accounts established under the 2018R Refunding Loan Agreement. The 2018R Refunding Loan Agreement creates a valid pledge of, and lien upon the Assessments deposited thereunder, on a parity basis with the obligations specified in the 2018R Refunding Loan Agreement, subject in all cases to the provisions of the 2018R Refunding Loan Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein.

U) The Assessments may lawfully be levied in accordance with the applicable Assessment Contracts and Chapter 29, and, when levied, will be secured by a lien on the Participating Parcels on which they are levied pursuant to the applicable Assessment Notices.

Section 6. Representations and Warranties of the Bond Purchaser. The Bond Purchaser represents and warrants to the Issuer as follows:

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(a) The Bond Purchaser has the full legal right, power and authority to execute this Purchase Agreement and to purchase Subordinate Series B Bonds as provided herein.

(b) In the event that the Bond Purchaser wishes to sell Subordinate Series B Bonds in the future, the Bond Purchaser agrees and acknowledges that Subordinate Series B Bonds cannot be sold without complying with transfer restrictions set forth in the Indenture, including but not limited to providing for execution and delivery by the proposed transferee of a letter in substantially the form attached to the Indenture, and the Bond Purchaser hereby agrees to assume the responsibility for disclosure of all material information that may be necessary to comply with all federal and related state securities laws.

(c) The Bond Purchaser is an "accredited investor'' as such term is defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933, as amended, or a "qualified institutional buyer'' as such term is defined in Rule 144A promulgated under the Securities Act of 1933, as amended.

(d) The Bond Purchaser has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of municipal bonds and other obligations similar to Subordinate Series B Bonds, to be capable of evaluating the merits and risks of an investment in Subordinate Series B Bonds, and the Bond Purchaser is able to bear the economic risks of such an investment.

(e) The Bond Purchaser is purchasing Subordinate Series B Bonds for not more than one account for investment purposes and not with a view to distributing the purchased Subordinate Series B Bonds.

(f) The Bond Purchaser recognizes that an investment in Subordinate Series B Bonds involves significant risks, that there is no established market for Subordinate Series B Bonds and that none is likely to develop and, accordingly, that the Bond Purchaser must bear the economic risk of an investment in Subordinate Series B Bonds for an indefinite period of time.

(g) The Bond Purchaser understands and acknowledges that, subject to satisfaction of certain conditions set forth in the Indenture, the Issuer may issue subsequent series of bonds secured by Revenues on a parity with Subordinate Series B Bonds, that the County's obligations under the 2018R Refunding Loan Agreement are secured by Assessments on a parity basis with the obligations described in the 2018R Refunding Loan Agreement and, subject to satisfaction of certain conditions set forth in the 2018R Refunding Loan Agreement, additional Parity Debt (as defined in the 2018R Refunding Loan Agreement).

(h) The Bond Purchaser (i) has conducted its own independent inquiry, examination and analysis with respect to Subordinate Series B Bonds, (ii) has had an opportunity to ask questions of and receive answers from the Issuer and the County regarding Subordinate Series B Bonds (including the security therefor) and the matters, transactions and documents relating to the foregoing, (iii) has been provided by the Issuer and the County with all documents and information regarding Subordinate Series B Bonds (including the security therefor) and the matters, transactions and documents

11

relating to the foregoing that it has requested, and (iv) the Bond Purchaser has been provided with information sufficient to allow the Bond Purchaser to make an informed decision to purchase Subordinate Series B Bonds.

(i) The Bond Purchaser (i) is not relying upon the Issuer, the County, or any of their affiliates, officers, employees or agents, for advice as to the merits and risks of investment in Subordinate Series B Bonds, and (ii) has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision.

U) The Bond Purchaser understands and acknowledges (i) that the offering of Subordinate Series B Bonds is not subject to the requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, (ii) that Subordinate Series B Bonds have not been registered under the Securities Act of 1933, as amended, or under any state securities laws and (iii) that the Issuer has not prepared or caused to be prepared, and is not delivering, a deemed final official statement with respect to Subordinate Series B Bonds and has not undertaken to provide to or for the benefit of holders of Subordinate Series B Bonds financial or operating data or any other information with respect to Subordinate Series B Bonds on an ongoing basis.

(k) The Bond Purchaser is able to bear the economic risk of the investment represented by its purchase of Subordinate Series B Bonds.

Section 7. Closing. On June 28, 2018 (the "Closing Date"), the Issuer will cause issuance and delivery of the Subordinate Series B Bonds.

Upon satisfaction of the conditions set forth in Section 9 of this Purchase Agreement, the Bond Purchaser will accept delivery of such Subordinate Series B Bonds and pay the related Purchase Price by a wire transfer in federal funds to the Placer County Treasurer-Tax Collector. The payment of the Purchase Price and issuance of the Bond are herein referred to as the "Closing."

Section 8. Termination. The Bond Purchaser shall have the right to cancel its obligations to purchase Subordinate Series B Bonds if:

(i) either federal or state legislation shall have been enacted causing interest on obligations of the general character of Subordinate Series B Bonds, to be includable in California personal income, and such legislation, in the Bond Purchaser's reasonable opinion, materially adversely affects the market price of Subordinate Series B Bonds; or

(ii) legislation shall have been enacted, or actively considered for enactment with an effective date prior to the Closing, or a decision by a court of the United States shall have been rendered, the effect of which is that Subordinate Series B Bonds, including any underlying obligations, as the case may be, are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or

(iii) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis, including a financial crisis, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the

12

Bond Purchaser, would materially adversely affect the market for or market price of Subordinate Series B Bonds; or

(iv) an amendment to the federal or State constitution shall be enacted or action taken by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the validity or enforceability of the Assessments, the ability of the Issuer to issue Subordinate Series B Bonds or the validity of the 2018R Refunding Loan Agreement.

Section 9. Closing Conditions. The obligation of the Bond Purchaser to purchase the Subordinate Series B Bonds shall be subject (a) to the sale of the Senior Series A Bonds, (b) to the performance by the Issuer of its obligations to be performed by it hereunder at and prior to the Closing, (c) to the accuracy as of the date hereof and as of the time of the Closing of the representations and warranties of the Issuer and the County herein, and (d) to the following conditions, including the delivery by the Issuer of such documents as are enumerated herein in form and substance satisfactory to the Bond Purchaser:

(a) On the Closing Date, (i) this Purchase Agreement, the 2018R Refunding Loan Agreement and the Indenture shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to by the Bond Purchaser, (ii) the Issuer shall have duly adopted and there shall be in full force and effect such resolutions and ordinances of the Issuer (including, but not limited to, the Issuer Bond Resolution) as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby and (iii) the County shall have duly adopted and there shall be in full force and effect such resolutions and ordinances of the County (including, but not limited to, the County Resolutions) as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby.

(b) Receipt of Subordinate Series B Bonds, executed by the Issuer and authenticated by the Placer County Treasurer-Tax Collector, at or prior to the Closing. The terms of Subordinate Series B Bonds, when delivered, shall in all instances be as described in the Indenture.

(c) The Bond Purchaser shall receive the following documents in such number of counterparts as shall be agreeable to the Issuer:

(i) Closing.

A final approving opinion of Bond Counsel dated the date of

(ii) An opinion of County Counsel, as counsel to the Issuer and the County, in form and substance acceptable to Bond Counsel.

(iii) Certified copies of the Issuer Bond Resolution and the County Resolutions.

(iv) An executed copy of the Indenture.

(v) An executed copy of the 2018R Refunding Loan Agreement.

13

(vi) With respect to each Participating Parcel, (A) an executed Assessment Contract and (B) evidence of recordation in the real property records of the County of Assessment Notices in the form required by Chapter 29.

(vii) A certificate of the County's municipal advisor confirming that the issuance of the 2018 Refunding Bonds, the making of the 2018 Refunding Loan, the use of proceeds of the 2018 Refunding Bonds and the 2018 Refunding Loan and the application of the Revenues as set forth in the Indenture will comply with Section 6592.5 of the Bond Law.

(viii) A certificate, in form and substance as set forth in Exhibit A, of the Issuer, dated as of the Closing Date.

(ix) A certificate, in form and substance of Exhibit B, of the County, dated as of the Closing Date.

(x) An executed copy of the Refunding Instructions.

(xi) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Bond Purchaser or Bond Counsel may reasonably request to evidence compliance by the Issuer with legal requirements, the truth and accuracy, as of the time of Closing, of the respective representations of the Issuer herein contained and the due performance or satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied.

Section 10. Expenses. (a) The Bond Purchaser shall be under no obligation to pay, and the Issuer and the County shall pay, any expenses incident to the performance of the Issuer and the County's obligations hereunder including, but not limited to: (i) the cost of preparation, printing and distribution of the Issuer Resolution and the County Resolutions; (ii) the cost of preparation of Subordinate Series B Bonds; (iii) the fees and disbursements of Bond Counsel and the fees and expenses of County Counsel, as counsel to the Issuer and the County; and (iv) the fees and disbursements of the financial advisor to the Issuer and the County and any other experts, consultants or advisors retained by the Issuer and the County.

(b) The Bond Purchaser shall pay: (i) the fees and expenses of its counsel; (ii) fees, if any, payable to the California Debt and Investment Advisory Commission in connection with the issuance of Subordinate Series B Bonds; and (iii) all other expenses incurred by the Bond Purchaser in connection with the purchase of Subordinate Series B Bonds.

Section 11. Benefit of this Purchase Agreement. This Purchase Agreement is made solely for the benefit of the Issuer, the County and the Bond Purchaser, and no other person shall acquire or have any right hereunder or by virtue hereof.

Section 12. Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of California.

14

Section 13. Counterpart. This Purchase Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Issuer, the County and the Bond Purchaser have caused this Purchase Agreement to be signed in their name by authorized representatives, all as of the Effective Date.

PLACER COUNTY PUBLIC FINANCING AUTHORITY, as Issuer

COUNTY OF PLACER, as County

PLACER COUNTY TREASURER-TAX COLLECTOR, as Bond Purchaser

15

EXHIBIT A

PLACER COUNTY PUBLIC FINANCING AUTHORITY REFUNDING REVENUE BONDS, SUBORDINATE SERIES 20188

(MPOWER PLACER PROGRAM) (GREEN BONDS) (FEDERALLY TAXABLE)

ISSUER CLOSING CERTIFICATE

I, the undersigned, hereby certify that I am the Treasurer of the Placer County Public Financing Authority (the "Issuer"), and that, as such, I am authorized to execute this Certificate on behalf of the Issuer in connection with the issuance of the above-referenced bonds (the "Bonds").

I hereby further certify on behalf of the Issuer that:

(A) to my best knowledge, after reasonable inquiry, no litigation is pending with respect to which the Issuer has been served with process or threatened (1) to restrain or enjoin the issuance of any of the Bonds; (2) in any way contesting or affecting the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Indenture, the Refunding Instructions, the 201 SR Refunding Loan Agreement or the Purchase Agreement; or (3) in any way contesting the existence or powers of the Issuer;

(B) the representations and warranties made by the Issuer in the Issuer Documents are true and correct in all material respects on the Closing Date, with the same effect as if made on the Closing Date;

(C) as of the date hereof, the Indenture and the 201 SR Refunding Loan Agreement are in full force and effect in accordance with their terms and have not been amended, modified or supplemented except in such case as may have been agreed to by the Bond Purchaser; and

(D) the Issuer has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Issuer Documents prior to issuance of the Bonds.

Capitalized terms not defined herein shall have the same meaning set forth in the Purchase Agreement dated June 14, 2018, among the Issuer, the County and the Bond Purchaser.

A-1

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date hereinbelow set forth.

Dated: June 28, 2018

PLACER COUNTY PUBLIC FINANCING AUTHORITY

Treasurer

A-2

EXHIBIT B



COUNTY CLOSING CERTIFICATE

I, the undersigned, hereby certify that I am the Treasurer-Tax Collector of the County of Placer (the "County"), and that, as such, I am authorized to execute this Certificate on behalf of the County in connection with the issuance of the above-referenced (the "Bonds").

I hereby further certify on behalf of the County that:

(A) to my best knowledge, after reasonable inquiry, no litigation is pending with respect to which the County has been served with process or threatened (1) to restrain or enjoin the County's execution and delivery of the 2018R Refunding Loan Agreement or the Assessment Contracts or the collection of Assessments pledged under the 2018R Refunding Loan Agreement; (2) in any way contesting or affecting the authority for the issuance of the 2018R Refunding Loan Agreement or the validity or enforceability of the 2018R Refunding Loan Agreement, the Refunding Instructions or the Purchase Agreement; or (3) in any way contesting the existence or powers of the County;

(B) the representations and warranties made by the County in the County Documents are true and correct in all material respects on the Closing Date, with the same effect as if made on the Closing Date;

(C) as of the date hereof, the 2018R Refunding Loan Agreement is in full force and effect in accordance with its terms and has not been amended, modified or supplemented except in such case as may have been agreed to by the Bond Purchaser; and

(D) the County has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the County Documents prior to issuance of the Bonds, including the conditions set forth in Section 2.01 of the 2018R Refunding Loan Agreement.

Capitalized terms not defined herein shall have the same meaning set forth in the Purchase Agreement dated June 14, 2018, among the Issuer, the County and the Bond Purchaser.

B-1

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date hereinbelow set forth.

Dated: June 28, 2018

COUNTY OF PLACER

Treasurer-Tax Collector

B-2

EXHIBIT C



Principal amount: Purchase Price: Interest Rate:

Interest Payment Date Oct.1,2018 Apr. 1, 2019 Oct.1,2019 Apr. 1, 2020 Oct. 1, 2020 Apr. 1, 2021 Oct. 1, 2021 Apr. 1, 2022 Oct. 1, 2022 Apr. 1, 2023 Oct. 1, 2023 Apr. 1, 2024 Oct. 1, 2024 Apr. 1, 2025 Oct. 1, 2025 Apr. 1, 2026 Oct. 1, 2026 Apr. 1, 2027 Oct. 1, 2027 Apr. 1, 2028 Oct. 1, 2028 Apr. 1, 2029 Oct. 1, 2029 Apr. 1, 2030 Oct. 1, 2030 Apr. 1, 2031 Oct. 1, 2031 Apr. 1, 2032 Oct. 1, 2032 Apr. 1, 2033 Oct. 1, 2033 Apr. 1, 2034 Oct. 1, 2034 Apr. 1, 2035 Oct. 1, 2035 Apr. 1, 2036 Oct. 1, 2036 Apr. 1, 2037 Oct. 1, 2037

TERMS OF THE BONDS

$4, 772,996.95 $4, 868 ,456. 89 5.050%

Debt Service Schedule

Principal Interest $148,044.53 $62,267.73

116,780.05 178,518.98 116,780.05

112,272.45 189,070.03 112,272.45

107,498.43 198,734.93 107,498.43

102,480.37 205,425.37 102,480.37

97,293.38 211,607.04 97,293.38

91,950.30 225,074.42 91,950.30

86,267.17 240,739.04 86,267.17

80, 188.51 246,245.15 80, 188.51

73,970.82 245,983.39 73,970.82

67,759.74 243,498.33 67,759.74

61,611.41 251,003.08 61,611.41

55,273.58 262,809.36 55,273.58

48,637.64 282,748.16 48,637.64

41,498.25 279,864.85 41,498.25

34,431.66 289,738.54 34,431.66

27, 115.76 301,162.75 27, 115.76

19,511.40 291,457.56 19,511.40

12, 152.10 267,804.42 12, 152.10

5,390.04 158,000.35 5,390.04

C-1

Aggregate Debt Service $210,312.26

116,780.05 295,299.03 112,272.45 301,342.48 107,498.43 306,233.36 102,480.37 307,905.74

97,293.38 308,900.42

91,950.30 317,024.72

86,267.17 327,006.21

80, 188.51 326,433.66

73,970.82 319,954.21

67,759.74 311,258.07

61,611.41 312,614.49

55,273.58 318,082.94

48,637.64 331,385.80

41,498.25 321,363.10

34,431.66 324, 170.20

27, 115.76 328,278.51

19,511.40 310,968.96

12, 152.10 279,956.52

5,390.04 163,390.39

Apr. 1, 2038 1,400.53 1,400.53 Oct. 1, 2038 55,466.67 1,400.53 56,867.20

Totals $4, 772,996.95 $2,549,234.91 $7,322,231.86

C-2

Interest Payment Dale (as hereinafter defined) immedla!ely the date authentication this Bond (unless !his Bond is authenticated cm or an Payment

fifteenth calendar day of the month preceding such Payment Date, in bear interest from such Payment Date, or unless Bond is au1the111tic:a!e1d on or

before the firs! Interest Payment in Which event it shall from the Dated identified above; provided, however, that if, al time or of in default on this Bond, this Bond shall interest from !he interest Payment interest hereon has previousiy been paid or made available payment}, payable se1nia,nm on April 1 and 1 in each year, commencing October '!, 2018 (each an •rn1 .. ...,,..t Payment Date"}, unlif payment of such Principal Amount in full. Principai Amount hereof and redemption premium (if any) are payable at the corprnate office of the Placer County Treasurer-Tax Auburn, California, or such other p!ace as may Office"). Interest hereon is payable by check of the mailed by Interest Payment Date to the Registered Owner hereof at the of Owner as it appears on !he registration books maintained by Trustee (the n Books") as fifteenth calendar day of !he month preceding , or, upon written request lifed with Trustee prior to the fifteenth receding the lnt,,""'"t Payment Date by the written request of !he at least $1,000,000 in aggregate principal amount of Bonds, by wire Iran available funds to an account in !he United States of America designated · Owner in such written request.

This Bond ls one of a duly au!horiz the Authority designated the R1avenue Bonds, Subordinate Se1ies

(Federally Taxable)" (the "Bonds"), which as of June 1, 2018 (the "Indenture"), by

"Placer County Public Financing Auth R 20188 (mPOWER Placer Program) ( B has been issued under an lndentur between !he Authority and the indentures supplemental there Bonds, of the nature and the rights, duties and im !hereunder; and all of !he

ce is hereby made to !he Indenture and all or !he rights !hereunder of the owners of !he

ues (as Iha! lerrn is in indenture), of and of the rights and obligations of the Authority

e ndenture are hereby incorporated herein and constitute a contract between t d Registered Owner hereof, and to all or the provisions of which Indenture th

The Aulhori!y il:' i,!i§!!!!I from Revenues on a senior

wner hereof, by acceptance hereof, assents and ag1rees.

under the Indenture a se,·ies of refunding bonds thal are payable to the Bonds.

The Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond PooHng Act of 1 constituting Article 4 {commencing with Section 6584) of Chapter 5 7 of Tille 1 of the Stale (!he "Ac!"). The Boods are special obligations of Iha Authority and, as and extent forth in !he Indenture, are payable solely from the Revenues and other moneys and securities held by Trustee as provided in the Indenture. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of and such o!her moneys securities, and the Revenues and such other moneys and constitute a trust fund the security and payment of the principal of and on the Bonds. The faith credit of the Authority is not pledged for the payment !he principal of or interest or redemption premiums (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or

encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the ir.denture.

The Bonds have been issued to provide funds to fund loans (the "2016R Refunding Loan") to the County of Placer (the "County") to refinance certain outstanding loans that were used by the County to finance the installation of distributed generation renewable energy, energy efficiency and water efficiency improvements (the "Authorized Improvements"} on certain privately-owned parcels o1' property in !he County. The 2016R Refunding Loan have been made by the Authority to !he County pursuant to a Refunding Limited Obligation Loan Agreement (Series 2018R}, dated as of June 1, 201 !! (the "201 BR Refunding Loan Agreement"). The County's obligation to repay !he 2018R Loan is secured by a pledge of contractual assessments payab!e pursuant to agreements between the owners of the Participating Parcels (as defined in the indenture) and the County, on a parity basis with certain outstanding and future obligations, as specified in lhe Indenture.

The Bonds are subject lo redemp1ion prior to their stated part, on any Interest Payment Date on or after October 1, 20

"1)1 date, in whole or in . pircn price equal to paid interest on the the principal amount of lhe Bonds to be redeemed, plus

Bonds to the redemption dale, wilhout premium.

Each Bond is subject lo mandatory redemp 2018R Refunding Loan prepayments, in w ·

terest Payment Date from edemptlon price equal to the unpaid interest the of

nds to be redeemed as set forth in principal amount of the Bonds redeem redemption, wllhoul premium. The Authority the Indenture.

The Bonds shall also be s below, from mandatory sinking redemption price equal lo the interest !hereon to the rede

mn1'inn or prior purchase in part as set forih n payments made by the Authority, at a

unt !hereof to be redeemed together with accrued out premium; provided, however, thal, if some but under the redemption provisions described in the no! all of such Bonds ha

preceding two paragrap sinking fund rede reduced by !he ag such mandatory

g paragraph, the total amount of all future mandatory payable wilh respect lo the maturity redeemed shall be

amount of the maturily so redeemed, lo be allocated among edemption payments on a pro rata basis.

Subordinate Series B Bonds Mandatory Sinking Fund Redemption Schedule

Sinking Fund Redemmion Date Oct 1, 2018 Oct 1, 9

1, 1, 1, 1, 1, 2024 1,

Prlnclpa! Amount To Be Redeemed $148,044.53

178,516.96 189,070.03 1

1, 1, 1, 1, 1,

Oct 1, 1, 1,

Oct 1, 1, i, 2036 1,2037

Oct1, 158,000.35

Office of the Trustee for a like aggrega!e principal amount and maturity of fully registered Bonds of other Authorized Denominations.

This Bond Is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trusl Office of the Trustee, but only in the manner, subject to the !imitations and upon payment of t'1e charges provided in !lie Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of Authorized Denomination or Authorized Denominations, for the same aggregate principal amount and of the same marurify will be issued to in exchange heref-or. The Trustee shall not be required to register the transfer or exchange of any Bond during the period established by the Trustee for the selection of Bends for redemption or any Bond selected for redemption.

The Authority and lhe Trustee may treal the Registered Owner hereof as the absolute owner hereof for ali purposes, and the Authority and the Trustee II not be affected by any notice !o the contrary.

The Indenture and the rights and obligations of th Bonds and of !he Trustee may be modified or amended manner, to the exliimt, and upon the terms provid modification or amendment shall (a) extend the ma

f the owners of the e and a! any time in !he

re; provided that no such uce the interest rate on any

to pay the principal, interest or d in the currency provided therein

registered owner of such Bond, (b) consent to any such amendment or

modify any of the righls or obligations of

Bond or otherwise alter or impair the obligation redemption premiums at the lime and place an of any Bond without express written reduce the percentage of Bonds requ modification, or (c) without its written !he Trustee, all as more fully set fo i re.

It is hereby certified happened and to have bee have happened and ha Constitution and s!a1Ut Bond, together with by the Consli!ution

, conditions and acts required to exist to have dent to and in !he issuance of this Bond do exist,

in due time, form and manner as required by the o California and by the Act, and that the amount of !his

btedness of the Authority, does not exceed any limit prescribed !he State of California or by the Act.

This Bond sha e entitled !o any benefit under !he Indenture, or become valid or obligatory for any purpose, until the Trustee's Certificate of Authentication hereon shall have been manuaHy signed by the Trustee.

Serio•

(mPOWeR

For value received, the undersigned do(es) hereby seH, assign and transfer unto

475 Sansome Street

Suite 1700

San CA94111

t. 415.391.5780 f. 415.276.2088

http://www.faReshBi.c0m

bel,ow, we are

Interest on

A ?ROFFSJHONAI ! AW GORPOlh'ITION

or ne1rea1ter come to our

INDENTURE OF TRUST

by and between the


and

PLACER COUNTY TREASURER-TAX COLLECTOR, as Trustee

Dated as of June 1, 2018

Relating to

Execution Copy

Placer County Public Financing Authority Refunding Revenue Bonds, Senior Series 2018A (mPOWER Placer Program) (Green Bonds) (Federally Taxable)

Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 20188 (mPOWER Placer Program) (Green Bonds) (Federally Taxable)

TABLE OF CONTENTS

ARTICLE I DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS;

EQUAL SECURITY Section 1.01. Definitions ......................................................................................................... 8 Section 1.02. Rules of Construction ..................................................................................... 17 Section 1.03. Authorization and Purpose of Bonds .............................................................. 17 Section 1.04. Equal Security ................................................................................................ 17

ARTICLE II ISSUANCE OF BONDS

Section 2.01. Terms of Bonds .............................................................................................. 18 Section 2.02. Redemption of Bonds ..................................................................................... 19 Section 2.03. Book-Entry System ......................................................................................... 24 Section 2.04. Form of Bonds ................................................................................................ 25 Section 2.05. Execution of Bonds ......................................................................................... 26 Section 2.06. Transfer of Bonds ........................................................................................... 26 Section 2.07. Exchange of Bonds ........................................................................................ 27 Section 2.08. Temporary Bonds ........................................................................................... 27 Section 2.09. Registration Books ......................................................................................... 27 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen ................................................... 27 Section 2.11. Legends .......................................................................................................... 28

ARTICLE Ill DEPOSIT AND APPLICATION OF PROCEEDS

Section 3.01. Issuance of Bonds .......................................................................................... 29 Section 3.02. Application of Proceeds of Sale of Bonds ...................................................... 29 Section 3.03. Validity of Bonds ............................................................................................. 30

ARTICLE IV REVENUES; FLOW OF FUNDS

Section 4.01. Pledge of Revenues; Assignment of Rights ................................................... 31 Section 4.02. Receipt, Deposit and Application of Revenues .............................................. 32 Section 4.03. Costs of Issuance Fund .................................................................................. 37 Section 4.04. Investments .................................................................................................... 37 Section 4.05. Valuation and Disposition of Investments ...................................................... 37

ARTICLE V COVENANTS

Section 5.01. Punctual Payment .......................................................................................... 39 Section 5.02. Extension of Payment of Bonds ..................................................................... 39 Section 5.03. Against Encumbrances ................................................................................... 39 Section 5.04. Power to Issue Bonds and Make Pledge and Assignment ............................. 39 Section 5.05. Accounting Records and Financial Statements .............................................. 39 Section 5.06. Parity Debt ...................................................................................................... 39 Section 5.07. Refunding Loan Agreement .......................................................................... .40 Section 5.08. Continued Existence of the Authority ............................................................ .41 Section 5.09. Further Assurances ....................................................................................... .41 Section 5.10. Continuing Disclosure ..................................................................................... .41 Section 5.11. Non-lmpairment .............................................................................................. .42

ARTICLE VI THE TRUSTEE

Section 6.01. Appointment of Trustee ................................................................................. .43 Section 6.02. Acceptance of Trustee ................................................................................... .43 Section 6.03. Fees, Charges and Expenses of Trustee ...................................................... .44 Section 6.04. Notice to Bond Owners of Default ................................................................. .44 Section 6.05. Intervention by Trustee .................................................................................. .44 Section 6.06. Removal of Trustee ....................................................................................... .45 Section 6.07. Resignation by Trustee .................................................................................. .45 Section 6.08. Appointment of Successor Trustee ............................................................... .45 Section 6.09. Merger or Consolidation ................................................................................ .45 Section 6.10. Concerning any Successor Trustee .............................................................. .46 Section 6.11. Appointment of Co-Trustee ........................................................................... .46 Section 6.12. Indemnification; Limited Liability of Trustee .................................................. .46 Section 6.13. Provisions Relating to Series A Bond Insurance Policy ................................ .47 Section 6.14. Provisions Relating to Series A Reserve Policy ............................................ .47

ARTICLE VII MODIFICATION AND AMENDMENT OF THE INDENTURE

Section 7.01. Amendment Hereof ....................................................................................... .48 Section 7.02. Effect of Supplemental Indenture .................................................................. .49 Section 7.03. Endorsement or Replacement of Bonds After Amendment .......................... .49 Section 7.04. Amendment by Mutual Consent .................................................................... .49

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS

Section 8.01. Events of Default ............................................................................................ 50 Section 8.02. Remedies and Rights of Bond Owners .......................................................... 50 Section 8.03. Application of Revenues and Other Funds After Default ................................ 51 Section 8.04. Power of Trustee to Control Proceedings ....................................................... 52 Section 8.05. Appointment of Receivers .............................................................................. 53 Section 8.06. Non-Waiver. .................................................................................................... 53 Section 8.07. Limitation on Bond Owners' Right to Sue ....................................................... 53 Section 8.08. Termination of Proceedings ............................................................................ 54

ARTICLE IX MISCELLANEOUS

Section 9.01. Limited Liability of Authority ............................................................................ 55 Section 9.02. Benefits of Indenture Limited to Parties ......................................................... 55 Section 9.03. Discharge of Indenture ................................................................................... 55 Section 9.04. Successor Is Deemed Included in All References to Predecessor ................ 56 Section 9.05. Content of Certificates .................................................................................... 56 Section 9.06. Execution of Documents by Bond Owners ..................................................... 57 Section 9.07. Disqualified Bonds .......................................................................................... 57 Section 9.08. Waiver of Personal Liability ............................................................................ 57 Section 9.09. Partial Invalidity .............................................................................................. 57 Section 9.10. Destruction of Canceled Bonds ...................................................................... 58 Section 9.11. Funds and Accounts ....................................................................................... 58 Section 9.12. Notices ............................................................................................................ 58 Section 9.13. Unclaimed Moneys ......................................................................................... 58 Section 9.14. Governing Law ............................................................................................... 59

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Section 9.15. Execution in Several Counterparts ................................................................. 59

EXHIBIT A: EXHIBIT B: EXHIBIT C:

EXHIBIT D:

FORM OF BONDS FORM OF PURCHASE LETTER PROVISIONS RELATING TO THE SERIES A BOND INSURANCE POLICY AND THE SERIES A BOND INSURER PROVISIONS RELATING TO THE SERIES A RESERVE POLICY AND THE SERIES A RESERVE INSURER

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INDENTURE OF TRUST

THIS INDENTURE OF TRUST (this "Indenture"), dated as of June 1, 2018, is by and between the PLACER COUNTY PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority") and the PLACER COUNTY TREASURER-TAX COLLECTOR, being qualified to accept and administer the trusts hereby created, as trustee (the "Trustee").

WI T N E S S E T H:

WHEREAS, the Authority is a joint powers authority duly organized and existing under that certain Joint Exercise of Powers Agreement (the "JPA Agreement"), dated May 9, 2006, by and between the County and the Placer County Redevelopment Agency (now the successor agency of the former Placer County Redevelopment Agency), and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and is authorized pursuant to Article 4 of the Act (the "Bond Law") to issue bonds for the purpose of making loans to local agencies, to the extent those local agencies are authorized by law to borrow moneys, when the loan proceeds will be used by the local agencies to pay for public capital improvements; and

WHEREAS, the County is authorized to borrow money under Sections 5898.22 and 5898.28 of Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code ("Chapter 29") to finance the installation of distributed generation renewable energy, energy efficiency and water efficiency improvements that are permanently fixed to real property (the "Authorized Improvements"), and the Authorized Improvements constitute "public capital improvements" as defined in the Act; and

WHEREAS, on December 8, 2009, the Board of Supervisors of the County (the "Board of Supervisors") adopted Resolution No. 2009-343, entitled "Resolution Declaring the County of Placer's Intention to Finance Distributed Generation Renewable Energy Sources, and Energy Efficiency Improvements and Water Efficiency Improvements Through the Use of Contractual Assessments Pursuant to Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code and Setting a Public Hearing Thereon" (the "Resolution of Intention"), to initiate proceedings under Chapter 29 to establish the "Placer money for Property Owner Water & Energy Efficiency Retrofitting Program" (the "Program"), pursuant to which the County will enter into contractual assessments to finance the installation of Authorized Improvements as described in the Resolution of Intention; and

WHEREAS, on January 26, 2010, after holding a duly noticed public hearing at which interested persons were allowed to object to or inquire about the proposed Program or any of its particulars, the Board of Supervisors adopted Resolution No. 2010-22, entitled "Resolution Confirming Report Relating to the Financing of the Installation of Distributed Generation Renewable Energy Sources, Energy Efficiency and Water Efficiency Improvements and Approving and Ordering Other Related Matters," (the "Resolution Confirming Program Report"), pursuant to which the Board of Supervisors, among other things, (i) confirmed and approved a report (the "Original Program Report") addressing all of the matters set forth in Section 5898.22 of Chapter 29, (ii) established the Program, and (iii) authorized execution of agreements ("Assessment Contracts") with the owners of property in the County (the "Program Area") to

provide for the levy of contractual assessments to finance installation of Authorized Improvements; and


WHEREAS, on February 9, 2010, after holding a duly noticed public hearing, the Board of Supervisors adopted Resolution No. 2010-26, pursuant to which, among other things, it made certain findings, authorized the execution and delivery of a loan agreement for the purpose of borrowing money from the Authority to finance the installation of Authorized Improvements on participating parcels in the County and approved the issuance by the Authority of revenue bonds for the purpose of funding the loan (the "Initial Loan") to the County; and

WHEREAS, on February 9, 2010, the Governing Board of the Authority (the "Governing Board") adopted Resolution No. 2010-25, entitled "Resolution Authorizing The Issuance of Revenue Bonds, Approving An Indenture of Trust And A Loan Agreement, Authorizing The Sale Of Bonds, And Providing Other Matters Properly Relating Thereto," pursuant to which the Authority (i) determined to issue its Placer County Public Financing Authority Revenue Bonds (Placer mPOWER Program) (the "Initial Bonds") pursuant to Article 4 of the Act and an Indenture of Trust, dated as of June 1, 2010, by and between the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "Initial Indenture") for the purpose of providing moneys to fund the Initial Loan and (ii) provided that the Initial Bonds would be issued in an aggregate principal amount not to exceed $33 million (the "Initial Issuance Cap"); and

Judicial Validation

WHEREAS, under Code of Civil Procedure §860 et seq., the County and the Authority filed a judicial validation action in the Superior Court of the County of Placer entitled "ALL PERSONS INTERESTED IN THE MATTER of the mPOWER Placer Program, All Proceedings Relating Thereto and All Bonds, Contracts, Obligations or Evidences of Indebtedness Relating Thereto," Case No. SCV-26931, and, on November 19, 2010, the Superior Court entered a default judgment in favor of the County and the Authority; and


WHEREAS, the Authority made the Initial Loan to the County pursuant to a Limited Obligation Loan Agreement, dated as of June 1, 2010, as amended by Amendment No. 1 to Limited Obligation Loan Agreement, dated as of July 9, 2013, and Amendment No. 2 to Limited Obligation Loan Agreement, dated as of June 1, 2015 (as so amended, the "Initial Loan Agreement"), by and among the County, the Authority and the Placer County Treasurer-Tax Collector, as trustee; and

WHEREAS, the Authority funded the Initial Loan to the County with the proceeds of seven series of Initial Bonds; and


WHEREAS, on June 2, 2015, the Board of Supervisors adopted Resolution No. 2015-108, entitled "Authorizing the Execution and delivery of Refunding Loan Agreements and the Issuance of Refunding Bonds For the Purpose of Refinancing an Outstanding Loan Agreement that Financed the Installation of Distributed Generation Renewable Energy, Energy Efficiency and Water Efficiency Improvements that are Permanently Fixed to Real Property, and Providing

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Other Matters Property Relating Thereto," pursuant to which it approved (i) the refinancing of a portion of the Initial Loan (the portion of the Initial Loan not so refinanced, the "Remaining Initial Loan"), (ii) the redemption of the Initial Bonds, with the exception of that certain Placer County Public Financing Authority Revenue Bond, Series 14-15, No. 2 (mPOWER Placer Program), issued in the original principal amount of $654,673.21 (the "Remaining Initial Bond"), (iii) the establishment of two pools of Participating Parcels (one comprised of residential parcels with fewer than four units (hereinafter, "Residential Parcels") and one comprised of non-residential parcels and residential parcels with four or more units (hereinafter, "Non-Residential Parcels")), (iv) the execution and delivery of the 2015 Refunding Loan Agreements (as defined below) and (v) the issuance by the Authority of the 2015 Refunding Bonds (as defined below); and

WHEREAS, on June 2, 2015, the Governing Board of the Authority adopted Resolution No. 2015-107, entitled "Resolution Authorizing the Issuance of Refunding Revenue Bonds, Approving an Indenture of Trust and a Loan Agreement for each Series of Such Bonds, Authorizing the Sale of Such Bonds, and Providing Other Matters Properly Relating Thereto," pursuant to which it resolved to:

(a) issue the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015R-A (mPOWER Placer Program) (the "Series 2015R-A Bonds") and the Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 2015R-B (mPOWER Placer Program) (the "Subordinate Series 2015R-B Bonds", and together with the Series 2015R-A Bonds, the "Series 2015R-A/R-B Bonds") pursuant to an indenture of trust dated as of June 1, 2015, between the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015R-A/R-B Indenture"),

(b) use the proceeds of the Series 2015R-A/R-B Bonds to fund a loan (the "Series 2015R-A/R-B Loan") payable from contractual assessments levied in the Program Area on Residential Parcels, which Series 2015R-A/R-B Loan was made pursuant to a loan agreement dated as of June 1, 2015, between the Authority, the County and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015RA/R-B Loan Agreement"),

(c) issue the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015R-C (mPOWER Placer Program)(the "Series 2015R-C Bonds") pursuant to an indenture of trust dated as of June 1, 2015, between the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015R-C Indenture"),

(d) use the proceeds of the Series 2015R-C Bonds to fund a loan (the "Series 2015R-C Loan") payable from contractual assessments levied in the Program Area on Residential Parcels, which Series 2015R-C Loan was made pursuant to a loan agreement dated as of June 1, 2015, between the Authority, the County and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015R-C Loan Agreement"),

(e) issue the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015NR-A (mPOWER Placer Program)(the "Series 2015NR-A Bonds", and together with the Series 2015R-A/R-B Bonds and the Series 2015R-C Bonds, the "2015 Refunding Bonds") pursuant to an indenture of trust dated as of June 1, 2015, between the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015NR-A Indenture") and

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(f) use the proceeds of the Series 2015NR-A Bonds to fund a loan (the "Series 2015NR-A Loan", and together with the Series 2015R-A/R-B Loan and the Series 2015R-C Loan, the "2015 Refunding Loans") payable from contractual assessments levied in the Program Area on Non-Residential Parcels, which Series 2015NR-A Loan was issued pursuant to a loan agreement dated as of June 1, 2015, between the Authority, the County and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015NR-A Loan Agreement", and together with the Series 2015RA/R-B Loan Agreement and the 2015R-C Loan Agreement, the "2015 Refunding Loan Agreements").

WHEREAS, the County was authorized to incur the 2015 Refunding Loans pursuant to Articles 10 (commencing with Section 53570) and 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code; and


WHEREAS, on June 16, 2015, the Board of Supervisors adopted Resolution No. 2015-126, pursuant to which it (i) determined there was sufficient demand for financing from the Program in excess of the Initial Issuance Cap of $33 million and approved an amendment of the Original Program Report to increase the maximum aggregate dollar amount of voluntary contractual assessments to $100 million (the Original Program Report as so amended, and as amended further from time to time, the "Program Report"), (ii) approved the issuance by the Authority of the Placer County Public Financing Authority Revenue Bonds (Placer mPOWER Program), in an aggregate principal amount not to exceed $67 million and (iii) approved the execution and delivery of one or more limited obligation loan agreements for the purpose of incurring one or more loans, as described below, in an aggregate amount not to exceed $67 million, the proceeds of which the County would use to finance the installation of Authorized Improvements on Participating Parcels; and

WHEREAS, on June 16, 2015, the Governing Board of the Authority adopted Resolution No. 2015-128, entitled "Resolution Authorizing the Issuance of One or More Series of Revenue Bonds, Approving the Indenture of Trust and Loan Agreement Related to Such Bonds, Authorizing the Sale of Such Bonds, and Providing Other Matters Properly Relating Thereto", pursuant to which it:


(b) authorized the execution of the Limited Obligation Loan Agreement (R Draw Down), dated as of June 1, 2015, between the County, the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "2015 R New Money Loan Agreement"), pursuant to which the Authority made a draw down loan to the County (the "2015 R New Money Loan"), which 2015 R New Money Loan was funded with the proceeds of the Series R New Money Bonds (as defined below) and is payable from contractual assessments levied in the Program Area on Residential Parcels,

(c) authorized the execution of an indenture of trust dated as of June 1, 2015, between the Authority and the Placer County Treasurer-Tax Collector, as

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trustee (the "2015 Series R New Money Indenture"), under which the Authority has issued:




(d) authorized the execution of the Limited Obligation Loan Agreement (NR Draw Down), dated as of June 1, 2015, between the County, the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "2015 NR New Money Loan Agreement"), pursuant to which the Authority made a draw down loan to the County (the "2015 NR New Money Loan", and together with the 2015 R New Money Loan, the "2015 New Money Loans"), which 2015 NR New Money Loan was funded with the proceeds of the Series NR New Money Bonds (as defined below) and is payable from contractual assessments levied in the Program Area on Non-Residential Parcels,

(e) authorized the execution of an indenture of trust dated as of June 1, 2015, between the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "2015 Series NR New Money Indenture"), under which the Authority has issued:




2018 Refinancing

WHEREAS, the County wishes to refinance the Remaining Initial Loan, the Series 2015R-C Loan, and a portion of the 2015 R New Money Loan (collectively, the "Subject Loans"), and to cause a redemption of the following bonds:




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(d) the Series R 2016-17 New Money Bond, and


WHEREAS, in order to refinance the Subject Loans and cause a redemption of the Subject Bonds, the County has determined it must enter into a limited obligation loan agreement with the Authority (the "2018R Refunding Loan Agreement") and incur a loan (the "2018R Refunding Loan") to be payable from contractual assessments levied in the Program Area on Residential Parcels, which 2018R Refunding Loan will be funded with the proceeds of two series of bonds issued by the Authority: (i) the Placer County Public Financing Authority Refunding Revenue Bonds, Senior Series 2018A (mPOWER Placer Program) (Green Bonds) (Federally Taxable) (the "Senior Series A Bonds") and (ii) the Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 20188 (mPOWER Placer Program) (Green Bonds) (Federally Taxable) (the "Subordinate Series B Bonds", and together with the Senior Series A Bonds, the "2018 Refunding Bonds" or the "Bonds"); and

WHEREAS, in order to provide ongoing financing for the installation of Authorized Improvements, the County may enter into additional loan agreements with the Authority in the future; and

WHEREAS, the County is authorized to incur the 2018R Refunding Loan pursuant to Chapter 29 and Articles 10 (commencing with Section 53570) and 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code; and

WHEREAS, the Authority is authorized pursuant to Article 4 of the Act to issue bonds for the purpose of making loans to local agencies, to the extent those local agencies are authorized by law to borrow moneys, when the loan proceeds will be used by the local agencies to pay for public capital improvements; and

WHEREAS, as a condition precedent to the issuance of the 2018 Refunding Bonds by the Authority, Section 6586.5 of the California Government Code requires that the County approve the proposed issuance of the 2018 Refunding Bonds by the Authority, and that the County make certain findings with respect to such issuance of the 2018 Refunding Bonds, and Section 6586.5 further requires that such approval be given and findings be made only after noticed public hearings thereon; and

WHEREAS, the County has given such required notice, held such public hearing and made the required findings, and the Governing Board has duly considered the transactions described above and has approved such transactions as being in the public interest; and

WHEREAS, because the mPOWER program only provides financing for Authorized Improvements, the District has designated the Refunding Bonds as "green bonds"; and

WHEREAS, in order to provide for the authentication and delivery of the Bonds (as defined herein), to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Indenture and

WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by

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the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal and the interest and premium (if any) on all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows:

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ARTICLE I

DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY

Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and of any Supplemental Indenture and of the Bonds and of any certificate, opinion, request or other documents herein mentioned have the meanings herein specified.

"Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State, as in existence on the Closing Date or as thereafter amended from time to time.

"Agency" means the Successor Agency to the Placer County Redevelopment Agency, the successor to the Placer County Redevelopment Agency, a public body corporate and politic organized under the laws of the State, and any successor thereto.

"Assessment" or "Assessments" means the unpaid contractual assessment(s) levied on the Participating Parcel(s) pursuant to an Assessment Contract(s), but does not include either (i) penalties or (ii) interest on delinquent contractual assessments in excess of the interest rate of the Bonds.

"Assessment Contract" means a contract between the County and the owner of a Participating Parcel pursuant to which the owner agrees to pay Assessments and the Authority agrees to finance the installation of Improvements on the Participating Parcel.

"Authority" means the Placer County Public Financing Authority, a joint powers authority duly organized and existing under the JPA Agreement and the laws of the State.

"Authorized Denominations" means, with respect to the Senior Series A Bonds, an amount equal to $5,000 or any integral multiple thereof, and with respect to the Subordinate Series B Bonds, an amount equal to the Outstanding principal amount thereof.

"Authorized Improvements" means the distributed generation renewable energy, energy efficiency and water efficiency improvements to be installed on the Participating Parcels pursuant to the Assessment Contacts.

"Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act (commencing with Section 6584), as in existence on the Closing Date or as thereafter amended from time to time.

"Bonds" or "2018 Refunding Bonds" means, collectively, the Senior Series A Bonds and the Subordinate Series B Bonds.

"Bond Year" means each twelve-month period extending from October 2 in one calendar year to October 1 of the succeeding calendar year, both dates inclusive, except that the first Bond Year shall begin on the Closing Date and end on the immediately succeeding October 1.

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"Business Day" means a day other than a Saturday or a Sunday on which banks in San Francisco, California, or in any city in which the Trust Office is located are not required or authorized to remain closed.

"Capitalized Interest Subaccount" means the subaccount of that name established in the Interest Account and held by the Trustee pursuant to Section 4.02.

"Certificate of the Authority" means a certificate in writing signed by the Chairman, Executive Director or the Treasurer of the Authority, or by any other officer of the Authority duly authorized by the Authority in a Certificate of the Authority.

"Certificate of the County" means a certificate in writing signed by the Chairman, the County Executive Officer or the Treasurer-Tax Collector, or by any other officer of the County duly authorized by the County in a Certificate of the County.

"Chapter 29" means Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code.

"Closing Date" means the date of delivery of the Bonds to the Original Purchasers.

"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code.

"Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Authority and dated the date of original execution and delivery of the Senior Series A Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

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

"Costs of Issuance Fund" means the Costs of Issuance Fund established and administered pursuant to Section 4.03 of this Indenture.

"County" means the County of Placer, a county organized under the Constitution and laws of the State, and any successor thereto.

"County Surplus Fund" has the meaning given that term in Section 4.02.

"Depository" means (a) initially, OTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.03.

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"Depository System Participant" means any participant in the Depository's book-entry system.

"OTC" means The Depository Trust Company, New York, New York, and its successors and assigns.

"Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the County and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment.

"Federal Securities" means (a) direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America ("U.S. Treasury Obligation"), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obliger and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated.

"Fiscal Year" means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelvemonth period selected and designated by the Authority as its official fiscal year period.

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

"Independent Certified Public Accountant" means any certified public accountant or firm of certified public accountants appointed and paid by the Authority, and who, or each of whom-

(a) County;

(b)

is in fact independent and not under domination of the Authority or the

does not have any substantial interest, direct or indirect, in the Authority

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or the County; and

(c) is not connected with the Authority or the County as an officer or employee of the Authority or the County but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the County.

"Independent Financial Consultant" means (a) Del Rio Advisors, LLC and (b) any financial consultant or fiscal consultant or firm of such consultants or investment banking firm, appointed and paid by the County, and who, or each of whom-

(a) County;

is in fact independent and not under domination of the Authority or the

(b) does not have any substantial interest, direct or indirect, in the Authority or the County; and

(c) is not connected with the Authority or the County as an officer or employee of the Authority or the County but who may be regularly retained by the Authority or the County.

"Interest Account" means the account by that name established and held by the Trustee pursuant to Section 4.02.

"Interest Payment Date" means April 1 and October 1 in each year, beginning with the date specified in a Bond and continuing thereafter so long as any Bonds remain Outstanding.

"JPA Agreement" means that certain Joint Exercise of Powers Agreement, dated as of May 9, 2006, by and between the County and the Agency, together with any amendments thereof and supplements thereto.

"Moody's" means Moody's Investors Service of New York, New York, and its successors.

"Nominee" means (a) Cede & Co., as nominee of OTC, and (b) any other nominee of the Depository designated pursuant to Section 2.03(a).

"Original Purchaser'' means (i) with respect to the Senior Series A Bonds, Stifel, Nicolaus & Company, Inc. and (ii) with respect to the Subordinate Series B Bonds, the Placer County Treasurer-Tax Collector.

"Outstanding", when used as of any particular time with reference to the Bonds, means (subject to the provisions of Section 9.07) all Bonds theretofore executed, issued and delivered by the Authority under this Indenture except -

(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;

(b) 9.03; and

(c)

Bonds paid or deemed to have been paid within the meaning of Section

Bonds in lieu of or in substitution for which other Bonds shall have been

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executed, issued and delivered pursuant to this Indenture or any Supplemental Indenture.

"Owner'' or "Bond Owner'', when used with respect to any Bond, means the person in whose name the ownership of such Bond shall be registered on the Registration Books.

"Parity Debt" has the meaning given that term in Section 5.06 of this Indenture.

"Participating Parcels" means the parcels within the County that have been designated as participating parcels by the County and that, on the date of execution of the related Assessment Contract, are Residential Parcels.

"Permitted Investments" means any of the following:

(a) Federal Securities.

(b) Federal Housing Administration debentures.

(c) The following listed obligations government-sponsored agencies which are not backed by the full faith and credit of the United States of America:

(i) Federal Home Loan Mortgage Corporation (FHLMC) senior debt obligations and participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts),

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

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

(iv) Federal National Mortgage Association (FNMA) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts).

(d) Unsecured certificates of deposit, time deposits, and bankers' acceptances (having maturities of not more than 30 days) of any bank the shortterm obligations of which are rated "A-1" or better by S&P.

(e) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation, in banks which have capital and surplus of at least $5 million.

(f) Commercial paper (having original maturities of not more than 30 days) rated "A-1+" by S&P and "Prime-1" by Moody's.

(g) Money market funds rated in the highest rating category by S&P and Moody's.

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(h) "State Obligations," which means:

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

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

(iii) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state or state agency described in (b) above and rated "AA" or better by S&P and "Aa" or better by Moody's;

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

(i) the municipal obligations are (A) not subject to redemption prior to maturity or (B) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions,

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

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

(iv) the cash or U.S. Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations,

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

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

U) Repurchase agreements with (i) any domestic bank, or domestic branch of a foreign bank, the long term debt of which is rated at least "AA" by

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S&P and "Aa" by Moody's, or (ii) any broker-dealer with "retail customers" or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, long-term debt rated at least "Aa" by S&P and "Aa" by Moody's, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation, or (iii) any other entity rated at least "AA" by S&P and "Aa" Moody's.

(k) Investment agreements: with a domestic or foreign bank or corporation (other than a life or property casualty insurance company) the longterm debt of which, or, in the case of a guaranteed corporation the long-term debt is rated at least "AA" (stable) by S&P and "Aa" (stable) by Moody's, or, in the case of a monoline financial guaranty insurance company, claims paying ability, or the guarantor is rated at least "AAA" (stable) by S&P and "Aaa" (stable) by Moody's.

(I) California's Local Agency Investment Fund.

(m) Placer County Treasurer's Investment Pool.

(n) Any other investment authorized by applicable provisions of the California Government Code.

"Prepayment Account" means the account by that name established and held by the Trustee pursuant to Section 4.02.

"Principal Account" means the account by that name established and held by the Trustee pursuant to Section 4.02.

"Program" means the "Placer money for Property Owner Water and Energy Efficiency Retrofitting Program" established pursuant to the Resolution Confirming Program Report.

"Program Area" means the area within the boundaries of the County, as shown in the Program Report.

"Program Report" means the AB 811 Program Report and Administrative Guidelines, approved by the Board of Supervisors pursuant to the Resolution Confirming Program Report, as amended from time to time.

"Purchase Agreement" means (i) with respect to the Senior Series A Bonds, the Purchase Agreement relating to the Bonds, among the Authority, the County and Stifel, Nicolaus & Company, Inc. and (ii) with respect to the Subordinate Series B Bonds, the Purchase Agreement relating to the Bonds, among the Authority, the County and the Placer County Treasurer-Tax Collector.

"Record Date" means, with respect to any Interest Payment Date, the fifteenth (15th) calendar day of the month immediately preceding such Interest Payment Date.

"Registration Books" means the records maintained by the Trustee pursuant to Section 2.09 for the registration and transfer of ownership of the Bonds.

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"Request of the Authority" means a request in writing signed by the Chairman, the Executive Director or the Treasurer, or by any other officer of the Authority duly authorized in a Certificate of the Authority.

"Resolution Confirming Program Report" means Resolution No. 2010-22 adopted by the Board of Supervisors on January 26, 2010 and any resolutions approving amendments to the Program Report.

"Resolution of Intention" means Resolution No. 2009-343 adopted by the Board of Supervisors on December 8, 2009.

"Revenue Fund" means the fund by that name established pursuant to Section 4.02.

"Revenues" means: (a) all amounts payable by the County to the Authority or the Trustee pursuant to the 2018R Refunding Loan Agreement, other than (i) administrative fees and expenses and indemnity against claims payable to the Authority and the Trustee and (ii) amounts payable to the United States of America in satisfaction of rebate obligations under the Code; (b) any proceeds of Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the funds and accounts established hereunder; (c) investment income with respect to any moneys held by the Trustee in the funds and accounts established hereunder; and (d) any other investment income received hereunder.

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

"S&P" means Standard & Poor's, a division of McGraw-Hill, of New York, New York, and its successors.

"Senior Series A Bonds" means the Placer County Public Financing Authority Refunding Revenue Bonds, Senior Series 2018A (mPOWER Placer Program) (Green Bonds) (Federally Taxable).

"Series A Bond Insurance Policy" means the policy of municipal bond insurance issued by the Series A Bond Insurer which insures the payment when due of principal of and interest on the Senior Series A Bonds.

"Series A Bond Insurer" means Build America Mutual Assurance Company, its successors and assigns, as issuer of the Series A Bond Insurance Policy.

"Series A Bond Asset Ratio" means the ratio calculated by dividing the principal amount of the unpaid 2018R Refunding Loan by the principal amount of the Outstanding Senior Series A Bonds.

"Series A Bond Asset Requirement" means 112.5% (or greater than 112.5% by an amount representing less than the minimum Authorized Denomination for the Senior Series A Bonds).

"Series A Reserve Account" means the account by that name established and held by the Trustee pursuant to Section 4.02.

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"Series A Reserve Insurer" means Build America Mutual Assurance Company, its successors and assigns, as issuer of the Series A Reserve Policy.

"Series A Reserve Policy" means the municipal bond debt service reserve insurance policy relating to the Senior Series A Bonds issued by the Series A Reserve Insurer.

"Series A Reserve Requirement" means, as of any Interest Payment Date, an amount equal to the lesser of (a) 10% of the Outstanding principal amount of the Senior Series A Bonds, (b) the maximum amount of annual debt service coming due and payable on the Senior Series A Bonds in the current or any future Bond Year, or (c) 125% of the average amount of debt service coming due and payable on the Senior Series A Bonds in the current and each future Bond Year.

"Series 2015R-A/R-B Loan" means the loan made pursuant to the Series 2015R-A/R-B Loan Agreement.

"Series 2015R-A/R-B Loan Agreement" means that certain Limited Obligation Loan Agreement entered into as of June 1, 2015, by and among the Authority, the County and the Placer County Treasurer-Tax Collector, as trustee.

"Series 2015 R New Money Loan" means the loan made pursuant to the Series 2015 R New Money Loan Agreement.

"Series 2015 R New Money Loan Agreement" means that certain Limited Obligation Loan Agreement entered into as of June 1, 2015, by and among the Authority, the County and the Placer County Treasurer-Tax Collector, as trustee.

"Special Series A Term Bond" means the Senior Series A Bond maturing on October 1, 2038.

"State" means the State of California.

"Subordinate Series B Bonds" means the Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 20188 (mPOWER Placer Program) (Green Bonds) (Federally Taxable).

"Supplemental Indenture" means any indenture, agreement or other instrument hereafter duly executed by the Authority and the Trustee in accordance with the provisions of this Indenture.

"Surplus Account" means the account by that name established and held by the Trustee pursuant to Section 4.02.

"Surplus Revenues" means the amount on deposit in the Surplus Account.

"Trust Office" means the corporate trust office of the Trustee in Auburn, California, or such other office as the Trustee may from time to time designate for such purposes.

"Trustee" means the Placer County Treasurer-Tax Collector, and its successors and assigns, and any other corporation or association which may at any time be substituted in its place as provided in Article VI.

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"2018 Refunding Bonds" or the "Bonds" means, collectively, the Senior Series A Bonds and the Subordinate Series B Bonds.

"201 BR Refunding Loan" means the loan made pursuant to the 2018R Refunding Loan Agreement.

"201 BR Refunding Loan Agreement" means that certain Refunding Limited Obligation Loan Agreement (Series 2018R), dated as of June 1, 2018, by and among the County, the Authority and the Trustee.

Section 1.02. Rules of Construction. All references in this Indenture to "Articles," "Sections," and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words "herein," "hereof," "hereunder," and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

Section 1.03. Authorization and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines that all things, conditions, and acts required by law to exist, happen and/or be performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized under the JPA Agreement and the Bond Law and each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes the issuance of the Bonds pursuant to the Bond Law and this Indenture for the purpose of providing the funds to make the 2018R Refunding Loan to the County under the 2018R Refunding Loan Agreement.

Section 1.04. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the Authority and the Owners from time to time of the Bonds; and the covenants and agreements herein set forth to be performed on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

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ARTICLE II

ISSUANCE OF BONDS

Section 2.01. Terms of Bonds. The Bonds authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture shall be issued in a combined aggregate principal amount not to exceed $39,857,996.95 and shall be designated as follows:

(a) "Placer County Public Financing Authority Refunding Revenue Bonds, Senior Series 2018A (mPOWER Placer Program) (Green Bonds) (Federally Taxable)".

(b) Subordinate Taxable)".

"Placer County Public Financing Authority Refunding Revenue Bonds, Series 20188 (mPOWER Placer Program) (Green Bonds) (Federally

The Bonds shall be issued in fully registered form without coupons in Authorized Denominations. The Bonds shall be dated as of their date of issuance and shall mature on October 1 in each of the years and in the amounts, and bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates, as follows:

Maturity Date (October 1)

2038 *2038

Senior Series A Bonds

Principal Amount

$30,660,000 $4,425,000

Interest Rate

4.875% 3.000%

* Special Series A Term Bond

Maturity Date (October 1)

2038

Subordinate Series B Bonds

Principal Amount

$4, 772,996.95

Interest Rate

5.050%

CUSIP

72601F AA6 72601F AB4

CUSIP

72601F AC2

Each Bond shall bear interest from the Interest Payment Date immediately preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) it is authenticated on or before the first Interest Payment Date for such Bond, in which event it shall bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

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Interest on the Bonds (including the final interest payment upon maturity or redemption) is payable when due by check or draft of the Trustee mailed to the Owner thereof at such Owner's address as it appears on the Registration Books at the close of business on the preceding Record Date; provided that at the written request of the Placer County Treasurer-Tax Collector if it is the owner of the Bonds or any other Owner of at least $1,000,000 aggregate principal amount of Bonds, which written request is on file with the Trustee as of any Record Date, interest on such Bonds shall be paid on the succeeding Interest Payment Date to such account in the United States as shall be specified in such written request.

The principal of the Bonds upon maturity or prior redemption shall be payable in lawful money of the United States of America by check of the Trustee upon presentation and surrender thereof, at maturity or prior redemption thereof, at the Trust Office of the Trustee provided, that at the written request of the Placer County Treasurer-Tax Collector if it is the owner of the Bonds or any other Owner of at least $1,000,000 aggregate principal amount of Bonds, interest on such Bonds shall be paid by wire or by means of a book transfer.

Section 2.02. Redemption of Bonds.

(a) Optional Redemption. The Senior Series A Bonds are subject to redemption prior to their stated maturity date, in whole or in part, on any Interest Payment Date on or after October 1, 2028, at a redemption price equal to the principal amount of the Senior Series A Bonds to be redeemed, plus accrued but unpaid interest on the Senior Series A Bonds to the redemption date, without premium.

The Subordinate Series B Bonds are subject to redemption prior to their stated maturity date, in whole or in part, on any Interest Payment Date on or after October 1, 2028, at a redemption price equal to the principal amount of the Subordinate Series B Bonds to be redeemed, plus accrued but unpaid interest on the Subordinate Series B Bonds to the redemption date, without premium.

In connection with a partial redemption of the Outstanding Bonds, the Authority will instruct the Trustee as to which Bonds shall be redeemed.

(b) Redemption from Assessment Prepayments. Each Bond is subject to mandatory redemption on any Interest Payment Date from 2018R Refunding Loan prepayments pursuant to Section 2.03(b) of the 2018R Refunding Loan Agreement, in whole or in part, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued but unpaid interest to the date of redemption, without premium. The Authority shall select Bonds to be redeemed as set forth in Section 4.02.

(c) Mandatory Sinking Fund Redemption. The Bonds shall also be subject to redemption or prior purchase in part as set forth below, from mandatory sinking fund redemption payments made by the Authority pursuant to this Section 2.02(c), at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium; provided, however, that, if some but not all of such Bonds have been redeemed pursuant to subsections (a), (b) or (d), the total amount of all future mandatory sinking fund redemption payments payable with respect to the maturity redeemed shall be reduced by the aggregate principal amount of the maturity so redeemed, to be allocated among such mandatory sinking fund redemption payments on a pro rata basis.

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Senior Series A Bonds Maturing October 1, 2038 Mandatory Sinking Fund Redemption Schedule

Date Amount Oct 1, 2018 $955,000.00

Oct 1, 2019 1, 175,000.00

Oct 1, 2020 1,240,000.00

Oct 1, 2021 1,295,000.00

Oct 1, 2022 1,325,000.00

Oct 1, 2023 1,370,000.00

Oct 1, 2024 1,445,000.00

Oct 1, 2025 1,520,000.00

Oct 1, 2026 1,590,000.00

Oct 1, 2027 1,570,000.00

Oct 1, 2028 1,545,000.00

Oct 1, 2029 1,600,000.00

Oct 1, 2030 1,690,000.00

Oct 1, 2031 1,770,000.00

Oct 1, 2032 1,810,000.00

Oct 1, 2033 1,860,000.00

Oct 1, 2034 1,935,000.00

Oct 1, 2035 1,895,000.00

Oct 1, 2036 1,730,000.00

Oct 1, 2037 990,000.00

Oct 1, 2038 350,000.00

Total $30,660,000.00

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Special Series A Term Bond (Maturing October 1, 2038) Mandatory Sinking Fund Redemption Schedule

Date Amount Oct 1, 2018 $145,000.00

Oct 1, 2019 175,000.00

Oct 1, 2020 180,000.00

Oct 1, 2021 190,000.00

Oct 1, 2022 195,000.00

Oct 1, 2023 200,000.00

Oct 1, 2024 205,000.00

Oct 1, 2025 215,000.00

Oct 1, 2026 225,000.00

Oct 1, 2027 230,000.00

Oct 1, 2028 225,000.00

Oct 1, 2029 230,000.00

Oct 1, 2030 240,000.00

Oct 1, 2031 250,000.00

Oct 1, 2032 260,000.00

Oct 1, 2033 265,000.00

Oct 1, 2034 280,000.00

Oct 1, 2035 275,000.00

Oct 1, 2036 250,000.00

Oct 1, 2037 140,000.00

Oct 1, 2038 50,000.00

Total $4,425,000.00

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Date Oct 1, 2018 Oct 1, 2019 Oct 1, 2020 Oct 1, 2021 Oct 1, 2022 Oct 1, 2023 Oct 1, 2024 Oct 1, 2025 Oct 1, 2026 Oct 1, 2027 Oct 1, 2028 Oct 1, 2029 Oct 1, 2030 Oct 1, 2031 Oct 1, 2032 Oct 1, 2033 Oct 1, 2034 Oct 1, 2035 Oct 1, 2036 Oct 1, 2037 Oct 1, 2038

Total

Amount $148,044.53

178,518.98 189,070.03 198,734.93 205,425.37 211,607.04 225,074.42 240,739.04 246,245.15 245,983.39 243,498.33 251,003.08 262,809.36 282,748.16 279,864.85 289,738.54 301, 162.75 291,457.56 267,804.42 158,000.35 55,466.67

$4,772,996.95

In lieu of redemption of the Bonds pursuant to this subsection (c), amounts on deposit in the Revenue Fund and available for mandatory sinking fund redemption payments may also be used and withdrawn by the Trustee at any time, upon the Written Request of the County received prior to the selection of Bonds for redemption, for the purchase of the Bonds, at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the County may in its discretion determine.

(d) Redemptions from Surplus Revenues. Each Bond is subject to redemption prior to its stated maturity date, in whole or in part, on any Interest Payment Date, from Surplus Revenues in the Surplus Account, at a redemption price equal to the principal amount of the Bond to be redeemed, plus accrued but unpaid interest on the Bond to the redemption date, without premium.

In connection with a partial redemption of the Outstanding Bonds, the Authority will instruct the Trustee as to which Bonds shall be redeemed and shall select the Bonds to be redeemed as set forth in Section 4.02.

(e) Notice of Redemption; Rescission. The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the

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Registration Books (and in the case of the Senior Series A Bonds, to one or more Securities Depositories and to the Municipal Securities Rulemaking Board), at least 20 days prior to the date fixed for redemption; provided, however, that no such notice shall be required when the Owner of the Bonds designated for redemption is the Placer County Treasurer-Tax Collector; and, provided further, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers (if applicable), the Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. The Trustee shall not mail notice of redemption of Bonds pursuant to the preceding subsection (a) of this Section unless (i) there shall then be on deposit in the Principal Account or another escrow account identified by the Authority all amounts required to pay the principal of and redemption premium (if any) on such Bonds upon the redemption thereof, or (ii) such notice states that such redemption is subject to the deposit of such proceeds.

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

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number (if applicable) or Bond number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

(f) Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same series and maturity date, in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed.

(g) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption shall have been duly provided, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price, and no interest shall accrue thereon from and after the redemption date specified in such notice. All Bonds redeemed or purchased pursuant to this Section 2.02 shall be canceled by the Trustee.

(h) Manner of Redemption. Whenever any Bonds or portions thereof are to be selected for redemption by lot, the Trustee shall make such selection, in such manner as the Trustee, in its sole discretion, shall deem fair and appropriate, and shall notify the Authority

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thereof. In the event of redemption by lot of Bonds, the Trustee shall assign to each Bond then Outstanding a distinctive number.

Section 2.03. Book-Entry System.

(a) Original Delivery. The Bonds will be initially delivered in the form of a separate single fully registered bond (which may be typewritten) for each maturity of the Bonds.

Upon initial delivery of the Senior Series A Bonds, the Trustee shall register the ownership of each Senior Series A Bond on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Senior Series A Bonds shall be registered in the name of the Nominee on the Registration Books.

The Subordinate Series B Bonds will not initially be held in the book-entry only system. The Subordinate Series B Bonds shall be held in the book-entry only system at such time as the Authority instructs the Trustee to register the Subordinate Series B Bonds on the Registration Books in the name of the Nominee.

With respect to Bonds the ownership of which shall be registered in the name of the Nominee, the Authority and the Trustee shall have no responsibility or obligation to any Depository System Participant or to any person on behalf of which the Nominee holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority elects to redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Authority and the Trustee may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal of and premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall receive a Bond evidencing the obligation of the Authority to make payments of principal, interest and premium, if any, pursuant to this Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Authority shall promptly deliver a copy of the same to the Trustee.

(b) Representation Letter. In order to qualify the Bonds for the Depository's book-entry system, the Authority and the Trustee shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and

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delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Bond Owners. The Trustee agrees to comply with all provisions in such letter with respect to the giving of notices thereunder by the Trustee. In addition to the execution and delivery of such letter, the Authority may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository's book-entry program.

(c) Transfers Outside Book-Entry System. If either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the Authority determines to terminate the Depository as such, then the Authority shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the Authority and the Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the Authority fails to identify another Securities Depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Article II. Prior to its termination, the Depository shall furnish the Trustee with the names and addresses of the Depository System Participants and respective ownership interests thereof.

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

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

Section 2.04. Form of Bonds. The form of the Bonds, the form of Trustee's Certificate of Authentication, and the form of Assignment to appear thereon, shall be substantially in the forms set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

"CUSIP" identification numbers may be imprinted on a Bond at the election of the Owner of a Bond, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any

25

purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the Authority to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the Authority's contract with such Owners and shall not impair the effectiveness of any such notice.

Section 2.05. Execution of Bonds. The Bonds shall be signed in the name and on behalf of the Authority with the manual or facsimile signatures of its Chairman, Executive Director or Treasurer and attested with the manual or facsimile signature of its Secretary or any assistant duly appointed by the Authority, under the printed seal of the Authority, and shall be delivered to the Trustee for authentication by it. In case any officer of the Authority who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though the individual who signed the same had continued to be such officer of the Authority. Also, any Bond may be signed on behalf of the Authority by any individual who on the actual date of the execution of such Bond shall be the proper officer although on the nominal date of such Bond such individual shall not have been such officer.

Only such of the Bonds as shall bear thereon a Certificate of Authentication in substantially the form set forth in Exhibit A, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such Certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.06. Transfer of Bonds.

(a) Any Senior Series A Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Senior Series A Bond to the Trustee at its Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. The Trustee shall collect any tax or other governmental charge on the transfer of any Senior Series A Bonds under this Section 2.06. Whenever any Senior Series A Bond or Senior Series A Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new Senior Series A Bond or Senior Series A Bonds of like series, interest rate, maturity and aggregate principal amount. The Authority shall pay the cost of printing Senior Series A Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer of Senior Series A Bonds.

(b) The County may transfer the Subordinate Series B Bonds only with the prior written consent of (i) the Series A Bond Insurer as long as the Series A Bond Insurance Policy is then in full force and effect and (ii) the Series A Reserve Insurer as long as the Series A Reserve Policy is then in full force and effect.

The Subordinate Series B Bonds may be transferred only in Authorized Denominations to no more than 35 purchasers (when considered in the aggregate with all other owners of Bonds), which purchasers shall be "accredited investors" as such term is defined in Rule 501 (a) of Regulation D promulgated under the Securities Act of 1933, as amended. Each such purchaser shall deliver to the Trustee an executed letter substantially in the form of Exhibit B attached to this Indenture. The Subordinate Series B Bonds may be transferred pursuant to

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such other procedures that (A) in the opinion of Bond Counsel, will comply with applicable federal securities laws and (B) the Governing Board of the Authority has approved.

Any Subordinate Series B Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Subordinate Series B Bond to the Trustee at its Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. The Trustee shall collect any tax or other governmental charge on the transfer of any Subordinate Series B Bonds under this Section 2.06. Whenever any Subordinate Series B Bond or Subordinate Series B Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new Subordinate Series B Bond or Subordinate Series B Bonds of like series, interest rate, maturity and aggregate principal amount. The Authority shall pay the cost of printing Subordinate Series B Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer of Subordinate Series B Bonds.

Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Trust Office of the Trustee for Bonds of the same tenor and maturity and of other Authorized Denominations. The Trustee shall not be required to exchange, pursuant to this Section, either (a) any Bond during the period established by the Trustee for the selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption.

Section 2.08. Temporary Bonds. The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Authority and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and be registered and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of Authorized Denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

Section 2.09. Registration Books. The Trustee will keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which shall at all times during regular business hours be open to inspection by the County and the Authority with reasonable prior notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said records, Bonds as hereinbefore provided.

Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like series, tenor and Authorized Denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or upon the order of, the Authority. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to it and indemnity

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satisfactory to it shall be given, the Authority, at the expense of the Bond Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like series and tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen ( or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee). The Authority may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the part of the Authority whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

Section 2.11. Legends. (a) Each Subordinate Series B Bond shall contain the following statement: "THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE SUBJECT TO TRANSFER RESTRICTIONS PURSUANT TO THE INDENTURE. THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY AND ARE NOT A DEBT OR LIABILITY OF ANY MEMBER OF THE AUTHORITY, THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OTHER THAN THE AUTHORITY, OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THE BONDS. THE BONDS DO NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE, IN ANY MANNER, ANY MEMBER OF THE AUTHORITY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY TAX OR TO MAKE ANY APPROPRIATION FOR PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR ANY COSTS INCIDENTAL THERETO. THE BONDS ARE PAYABLE SOLELY FROM THE FUNDS PLEDGED FOR THEIR PAYMENT IN ACCORDANCE WITH THE INDENTURE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF ANY MEMBER, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THE BONDS NOR THE FAITH AND CREDIT OF THE AUTHORITY SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR ANY COSTS INCIDENTAL THERETO. THE AUTHORITY HAS NO TAXING POWER."

(b) The Subordinate Series B Bonds shall indicate their level of subordination on their face by legend or other appropriate means as set forth in the forms of such Subordinate Series B Bonds attached as Exhibit A.

(c) Each Subordinate Series B Bond shall additionally contain on the face thereof the following statement: "THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE TRANSFERRED ONLY IN AN AUTHORIZED DENOMINATION BY THE REGISTERED OWNER SOLELY TO A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OR AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED) AND ONLY UPON THE EXECUTION AND DELIVERY BY THE TRANSFEREE OF AN INVESTOR LETTER IN SUBSTANTIALLY THE FORM OF EXHIBIT B TO THE INDENTURE AND BY THIS REFERENCE INCORPORATED HEREIN."

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ARTICLE Ill

DEPOSIT AND APPLICATION OF PROCEEDS

Section 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the Authority shall be authorized to execute and deliver the Bonds in the principal amounts set forth in Section 2.01, and pursuant to a written request of the Authority, the Trustee shall be authorized to authenticate such Bonds.

Section 3.02. Application of Proceeds of Sale of Bonds.

(a) On the Closing Date the net proceeds of sale of the Senior Series A Bonds shall be paid to the Trustee in the amount of $35,613, 728.92, which is equal to (i) the purchase price of the Senior Series A Bonds of $36,061,057.80 (being the aggregate principal amount of the Bonds ($35,085,000), plus an original issue premium in the amount of $1,303,050.00, less an underwriter's discount in the amount of $326,992.20), less (ii) the initial premium for the Series A Bond Insurance Policy in the amount of $417,989.00 and the initial premium for the Series A Reserve Policy in the amount of $29,339.88, which amounts shall be paid directly by the Underwriter to the Series A Bond Insurer and Series A Reserve Insurer, respectively, and the Trustee shall:

(i) transfer a total of $34,628,989.31 to the County to fund a portion of the principal amount of the 2018R Refunding Loan for application in accordance with Section 2.04 of the 2018R Refunding Loan Agreement,

(ii) transfer $200,238.77 to the County to pay Administrative Expenses (as defined in the 2018R Refunding Loan Agreement) of the Program,

(iii) transfer $250,000.00 to the County to reimburse the County for Administrative Expenses related to the Program,

(iv) transfer $33, 701. 71 to the County to pay a portion of the interest on the 2018R Refunding Loan,

(v) deposit $190,799.13 into the Capitalized Interest Subaccount,

(vi) deposit $310,000.00 in the Costs of Issuance Fund in accordance with Section 4.03, and

(vii) credit the Series A Reserve Policy to the Series A Reserve Account.

(b) Upon the receipt of payment for the Subordinate Series B Bonds on the Closing Date in the amount of $4,868,456.89, representing the principal amount of $4,772,996.95 plus an original issue premium of $95,459.94, the Trustee shall:

(i) transfer $4,846,692.02 to the County to fund a portion of the principal amount of the 2018R Refunding Loan, as set forth in Section 2.04 of the 2018R Refunding Loan Agreement and

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(ii) deposit $21,764.87 in the Costs of Issuance Fund to be paid to Stifel, Nicolaus & Company, Incorporated for its services as placement agent for the Subordinate Series B Bonds.

Section 3.03. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any proceedings taken by the County with respect to the application of the proceeds of the 2018R Refunding Loan funded from the proceeds of the Bonds, and the recital contained in the Bonds that the same are issued pursuant to the Bond Law shall be conclusive evidence of their validity and of the regularity of their issuance.

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ARTICLE IV

REVENUES; FLOW OF FUNDS

Section 4.01. Pledge of Revenues; Assignment of Rights. Subject to the provisions of Section 6.03, the Senior Series A Bonds shall be secured by a first lien on and pledge (which shall be effected in the manner and to the extent hereinafter provided) of all of the Revenues and a pledge of all of the moneys in the Interest Account (including the Capitalized Interest Subaccount), the Principal Account, the Prepayment Account, the Series A Reserve Account and the Surplus Account, including all amounts derived from the investment of such moneys. The Senior Series A Bonds shall be equally secured by such pledge, charge and lien upon the Revenues and such moneys without priority for number, date of Senior Series A Bonds, date of execution or date of delivery; and the payment of the interest on and principal of the Senior Series A Bonds and any premiums upon the redemption of any thereof shall be and are secured by such pledge, charge and lien upon the Revenues and such moneys.

Subject to the provisions of Section 6.03, the Subordinate Series B Bonds shall be secured by a subordinate lien on and pledge (which shall be effected in the manner and to the extent hereinafter provided) of all of the Revenues and a pledge of all of the moneys in the Interest Account (including the Capitalized Interest Subaccount), the Principal Account, the Prepayment Account and the Surplus Account, including all amounts derived from the investment of such moneys. The Subordinate Series B Bonds shall be equally secured by such pledge, charge and lien upon the Revenues and such moneys without priority for number, date of Subordinate Series B Bonds, date of execution or date of delivery; and the payment of the interest on and principal of the Subordinate Series B Bonds and any premiums upon the redemption of any thereof shall be and are secured by such pledge, charge and lien upon the Revenues and such moneys.

So long as any of the Bonds are Outstanding, the Revenues and such moneys shall not be used for any other purpose; except that out of the Revenues there may be apportioned such sums, for such purposes, as are expressly permitted by Section 4.02.

The Authority hereby transfers in trust and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues and all of the right, title and interest of the Authority in the 2018R Refunding Loan Agreement. The Trustee shall be entitled to and shall receive all 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 the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. The Trustee also shall, subject to the provisions of this Indenture, be entitled to and shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the County under the 2018R Refunding Loan Agreement.

The Authority covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further acts, instruments and transfers as may be required for the better securing, assuring, continuing, transferring, conveying, pledging, assigning and confirming unto the Owners of the Bonds or the Trustee for the Owners of the Bonds, the Revenues and any other collateral pledged to the payment of the principal of, premium, if any, and interest on the Bonds. Except to the extent it is exempt therefrom, the Authority will pay or cause to be paid all filing fees incident to such filing and all expenses incident to the preparation, execution and acknowledgment of such instruments of further

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assurance, and all federal or State fees and other similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of such instruments of further assurance.

The Authority represents and warrants that it has not heretofore made a pledge of, or granted a lien on or security interest in, or made an assignment or sale of the Revenues that ranks on a parity with or prior to the pledge, lien and security interest granted under this Indenture.

Section 4.02. Receipt, Deposit and Application of Revenues.

(a) Deposit of Revenues into Revenue Fund. All Revenues described in clause (a) of the definition thereof in Section 1.01 shall be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the "Revenue Fund" which the Trustee shall establish, maintain and hold in trust hereunder.

Within the Revenue Fund, the Trustee shall establish and maintain the following accounts:

(i) Prepayment Account. Moneys shall be deposited into the Prepayment Account and applied by the Trustee as set forth in Section 4.02(b).

(ii) Interest Account; Capitalized Interest Subaccount. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity) under Section 4.02(c) and 4.02(d). In the event that the amounts in the Interest Account are not sufficient to pay all of the interest on the Bonds when due, the Trustee shall pay the interest on the Senior Series A Bonds before it pays the interest on the Subordinate Series B Bonds.

Within the Interest Account, the Trustee shall establish and maintain the Capitalized Interest Subaccount. Pursuant to Section 3.02, a portion of the proceeds of the Senior Series A Bonds will be deposited into the Capitalized Interest Subaccount. Amounts on deposit in the Capitalized Interest Subaccount shall be used and withdrawn by the Trustee solely for the payment of interest on the Senior Series A Bonds, and shall be used for that purpose before any other funds in the Interest Account are used. When the amount in the Capitalized Interest Subaccount is fully expended for the payment of interest, the account shall be closed.

(iii) Principal Account. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of (a) paying the principal of the Bonds upon the mandatory sinking fund redemption thereof pursuant to Section 2.02(c) or upon the maturity thereof, or (b) paying the redemption price of Bonds, exclusive of accrued interest, if any, upon the redemption thereof pursuant to Section 2.02(a). All amounts on deposit in the Principal Account on the first day of any Bond Year, to the extent not required to pay the principal of any Outstanding Bonds then having come due and payable, shall be withdrawn therefrom and transferred to the Surplus Account. In the event that the amounts in the Principal Account are not sufficient to pay the principal of the Bonds upon the mandatory sinking fund redemption thereof pursuant to Section 2.02(c) or upon the maturity thereof, the Trustee shall pay the principal and mandatory sinking fund redemption amount of the Senior Series A Bonds before it pays the

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principal and mandatory sinking fund redemption amount of the Subordinate Series B Bonds.

(iv) Series A Reserve Account. The Series A Reserve Requirement will be satisfied by the delivery of the Series A Reserve Policy. The Trustee shall deposit the Series A Reserve Policy into the Series A Reserve Account upon delivery by the Series A Reserve Insurer. The Authority will have no obligation to replace the Series A Reserve Policy or to fund the Series A Reserve Account with cash if, at any time that the Senior Series A Bonds are Outstanding, amounts are not available under the Series A Reserve Policy.

Amounts drawn on the Series A Reserve Policy shall be used by the Trustee solely for the purpose of making transfers to the Interest Account and the Principal Account to pay principal of and interest on the Senior Series A Bonds, in the event of any deficiency at any time in any of such accounts for that purpose.

The Trustee shall comply with the terms of the Series A Reserve Policy and the provisions set forth in Exhibit D, and shall comply with all documentation relating to the Series A Reserve Policy as required to maintain it in full force and effect and as shall be required to receive payments thereunder in the event and to the extent required under this subparagraph (iv).

The Series A Reserve Policy states that the Authority's failure to pay the semi-annual component of the premium for the Series A Reserve Policy when it is due will not excuse the obligation of the Series A Reserve Insurer to make payments under the Series A Reserve Policy. Likewise, the Series A Bond Insurance Policy states that the Authority's failure to pay the semi-annual component of the premium for the Series A Bond Insurance Policy when it is due will not excuse the obligation of the Series A Bond Insurer to make payments under the Series A Bond Insurance Policy.

(v) Surplus Account. The Trustee shall transfer amounts from the Revenue Fund to the Surplus Account as set forth in Section 4.02(c) and (d). On each Interest Payment Date, the Trustee shall apply all Surplus Revenues for the purpose of effecting the following redemptions on such Interest Payment Date:

(A) Surplus Revenues shall first be applied to redeem the Senior Series A Bonds pursuant to Section 2.02(d). The Authority shall direct the Trustee to apply Surplus Revenues to redeem the Special Series A Term Bond until it has been redeemed in full; thereafter, the Authority shall specify the Senior Series A Bonds to be redeemed in a Certificate of the Authority. The Authority shall calculate the amount of Surplus Revenues to be applied to the redemption of the Senior Series A Bonds (if any) so as to maintain the Series A Bond Asset Ratio at an amount equal to the Series A Bond Asset Requirement. Surplus Revenues shall not be applied to redeem Senior Series A Bonds so as to reduce the Series A Bond Asset Ratio below the Series A Bond Asset Requirement.

(B) Any remaining Surplus Revenues shall be applied to redeem the Subordinate Series B Bonds pursuant to Section 2.02(d). The Authority shall specify the Subordinate Series B Bonds to be redeemed in a Certificate of the Authority.

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Investment earnings on moneys in the Surplus Account shall be retained therein.

(C) Any remaining Surplus Revenues shall be applied to redeem the Senior Series A Bonds pursuant to Section 2.02(d). The Authority shall specify the Senior Series A Bonds to be redeemed in a Certificate of the Authority.

If, on any date moneys on deposit in the Surplus Account, together with amounts in the other accounts in the Revenue Fund, are sufficient to pay all Outstanding Bonds, including all principal thereof, redemption premiums (if any), and interest thereon, the Trustee shall apply all amounts then on deposit in the the Surplus Account and the other accounts in the Revenue Fund, to the payment of Bonds to maturity or to the redemption of Bonds in accordance with the provisions of Section 2.02(a) hereof, as applicable.

At such time as the Bonds are no longer Outstanding, any remaining amounts in the Surplus Account shall be transferred to a surplus fund held by the County under a loan agreement related to the Program ("County Surplus Fund"). If the County Surplus Fund is no longer open, any remaining amounts in the Surplus Account shall be transferred to the County and used for any lawful purposes.

(b) Application of Prepayments. The Trustee shall immediately transfer any prepayments of the 2018R Refunding Loan pursuant to Section 2.03(b) of the 2018R Refunding Loan Agreement into the Prepayment Account (which the Trustee shall establish and maintain within the Revenue Fund). On each Interest Payment Date, the Trustee shall apply all amounts then on deposit in the Prepayment Account for the purpose of effecting the following redemptions:

(i) Amounts in the Prepayment Account shall first be applied to redeem the Senior Series A Bonds pursuant to Section 2.02(b). The Authority shall calculate the amount of prepayment moneys to be applied to the redemption of the Senior Series A Bonds (if any) so as to maintain the Series A Bond Asset Ratio at an amount equal to the Series A Bond Asset Requirement. Prepayment moneys shall not be applied to redeem Senior Series A Bonds so as to reduce the Series A Bond Asset Ratio below the Series A Bond Asset Requirement. The Authority shall direct the Trustee to apply amounts in the Prepayment Account to redeem the Special Series A Term Bond until it has been redeemed in full; thereafter, the Authority shall specify the Senior Series A Bonds to be redeemed in a Certificate of the Authority. The Certificate of the Authority shall include the following statement: "Following the proposed redemption, the scheduled Revenues shall equal or exceed the scheduled debt service on the Senior Series A Bonds and the Subordinate Series B Bonds in each Bond Year."

(ii) Any remaining amounts in the Prepayment Account shall be applied to redeem the Subordinate Series B Bonds pursuant to Section 2.02(b). The Authority shall specify the Subordinate Series B Bonds to be redeemed in a Certificate of the Authority. The Certificate of the Authority shall include the following statement: "Following the proposed redemption, the scheduled Revenues shall equal or exceed the scheduled debt service on the Senior Series A Bonds and the Subordinate Series B Bonds in each Bond Year."

(c) Application of Amounts in the Revenue Fund in Advance of April 1. At least five (5) Business Days prior to each April 1 while the Bonds are Outstanding, the Trustee shall transfer from the Revenue Fund and deposit into the following respective accounts (each of

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which the Trustee shall establish and maintain within the Revenue Fund) or pay to the Series A Bond Insurer or Series A Reserve Insurer, as applicable, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) or payment to be satisfied before any transfer or payment is made that is subsequent in priority:

(i) Interest Account (Senior Series A Bonds). The Trustee shall transfer from the Revenue Fund and deposit into the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such April 1 on all Outstanding Senior Series A Bonds. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon all Outstanding Senior Series A Bonds on the next succeeding April 1.

(ii) Reimburse Series A Bond Insurer. The Trustee shall transfer from the Revenue Fund and pay to the Series A Bond Insurer any amounts required to reimburse the Series A Bond Insurer for payments of principal of and interest on the Senior Series A Bonds, as set forth in Exhibit C hereto.

(iii) Reimburse Series A Reserve Insurer. The Trustee shall transfer from the Revenue Fund and pay to the Series A Reserve Insurer any amounts required to reimburse the Series A Reserve Insurer for draws on the Series A Reserve Policy, as set forth in Exhibit D hereto.

(iv) Pay the Premium for the Series A Bond Insurance Policy. The Trustee shall transfer from the Revenue Fund and pay to the Series A Bond Insurer the semiannual component of the premium due and payable on such April 1.

(v) Pay the Premium for the Series A Reserve Policy. The Trustee shall transfer from the Revenue Fund and pay to the Series A Reserve Insurer the semiannual component of the premium due and payable on such April 1.

(vi) Interest Account (Subordinate Series B Bonds). The Trustee shall transfer from the Revenue Fund and deposit into the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal (A) the amount described in the preceding subsection (i) and (B) the amount of interest becoming due and payable on such April 1 on all Outstanding Subordinate Series B Bonds. No deposit need be made into the Interest Account under this subsection (iv) if the amount contained therein is at least equal to the amount described in the previous sentence.

(vii) Surplus Account. The Trustee shall deposit into the Surplus Account any amounts required to be deposited therein pursuant to this Indenture and any amounts remaining in the Revenue Fund after the deposits and payments described in the preceding clauses (i)-(vi).

(d) Application of Amounts in the Revenue Fund in Advance of October 1. At least five (5) Business Days prior to each October 1 while the Bonds are Outstanding, the Trustee shall transfer from the Revenue Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Revenue Fund) or pay to the Series

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A Bond Insurer or Series A Reserve Insurer, as applicable, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) or payment to be satisfied before any transfer or payment is made that is subsequent in priority:

(i) Interest Account (Senior Series A Bonds). The Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such October 1 on all Outstanding Senior Series A Bonds. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon all Outstanding Senior Series A Bonds on the next succeeding October 1.

(ii) Principal Account (Senior Series A Bonds). The Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the Senior Series A Bonds coming due and payable on such October 1 pursuant to Section 2.01, or the redemption price of the Senior Series A Bonds required to be redeemed on such October 1 pursuant to Section 2.02(a) or (c).

(iii) Reimburse Series A Bond Insurer. The Trustee shall transfer from the Revenue Fund and pay to the Series A Bond Insurer any amounts required to reimburse the Series A Bond Insurer for payments of principal of and interest on the Senior Series A Bonds, as set forth in Exhibit C hereto.

(iv) Reimburse Series A Reserve Insurer. The Trustee shall transfer from the Revenue Fund and pay to the Series A Reserve Insurer any amounts required to reimburse the Series A Reserve Insurer for draws on the Series A Reserve Policy, as set forth in Exhibit D hereto.

(v) Pay the Premium for the Series A Bond Insurance Policy. The Trustee shall transfer from the Revenue Fund and pay to the Series A Bond Insurer the semiannual component of the premium due and payable on such October 1.

(vi) Pay the Premium for the Series A Reserve Policy. The Trustee shall transfer from the Revenue Fund and pay to the Series A Reserve Insurer the semiannual component of the premium due and payable on such October 1.

(vii) Interest Account (Subordinate Series B Bonds). The Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal (A) the amount described in the preceding subsection (i) and (B) the amount of interest becoming due and payable on such October 1 on all Outstanding Subordinate Series B Bonds. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon all Outstanding Senior Series A Bonds on the next succeeding October 1.

(viii) Principal Account (Subordinate Series B Bonds). The Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal (A) the amount described in the preceding

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subsection (ii) and (B) the principal amount of the Subordinate Series B Bonds coming due and payable on such October 1 pursuant to Section 2.01, or the redemption price of the Subordinate Series B Bonds required to be redeemed on such October 1 pursuant to Section 2.02(a) or (c).

(ix) Surplus Account. The Trustee shall deposit into the Surplus Account any amounts required to be deposited therein pursuant to this Indenture and any amounts remaining in the Revenue Fund after the deposits and payments described in the preceding clauses (i)-(viii).

Section 4.03. Costs of Issuance Fund. The Costs of Issuance Fund is hereby established as a separate fund to be held by the Trustee, to the credit of which a deposit will be made from the proceeds of the Bonds pursuant to Section 3.02. Moneys in the Costs of Issuance Fund will be held in trust by the Trustee and will be disbursed as provided below for the payment or reimbursement of Costs of Issuance.

Amounts in the Costs of Issuance Fund will be disbursed from time to time to pay Costs of Issuance, as set forth in a Certificate of the Authority containing respective amounts to be paid to the designated payees and delivered to the Trustee concurrently with the delivery of the Bonds, or in any future requisition submitted by the Authority to the Trustee. Each such Certificate of the Authority will be sufficient evidence to the Trustee of the facts stated therein and the Trustee will have no duty to confirm the accuracy of such facts. The Trustee will pay all Costs of Issuance after receipt of the Certificate of the Authority, or an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee pursuant to the Certificate of the Authority requesting payment of Costs of Issuance. The Trustee will maintain the Costs of Issuance Fund for a period of 90 days from the final date of delivery of the Bonds and then will transfer any moneys remaining therein, including any investment earnings thereon, to the Revenue Fund. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 4.04. Interest earnings and profits resulting from said investment will be retained by the Trustee in the Costs of Issuance Fund to be used for the purposes of such fund.

Section 4.04. Investments. All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments, as directed by the Authority filed with the Trustee at least two (2) Business Days in advance of the making of such investments (which directions shall be in writing if the Placer County Treasurer-Tax Collector is not acting in the capacity of the Trustee), and shall be valued at market value at least semi-annually. In the absence of any such directions from the Authority, the Trustee shall invest any such moneys in Permitted Investments described in clause (m) of the definition thereof.

All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the fund or account from which such investment was made. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder but shall account for each separately. The Trustee may act as principal or agent in the acquisition or disposition of any investment. The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section.

Section 4.05. Valuation and Disposition of Investments. All investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be

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acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value.

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ARTICLE V

COVENANTS

Section 5.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal, interest and premium (if any) to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Revenues and other assets pledged for such payment as provided in this Indenture.

Section 5.02. Extension of Payment of Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

Section 5.03. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purposes.

Section 5.04. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues, the 2018R Refunding Loan Agreement and other assets purported to be pledged and assigned, respectively, under this Indenture in the manner and to the extent provided in this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee shall, subject to the provisions of this Indenture at all times, to the extent permitted by law, defend, preserve and protect said pledge and assignment of Revenues and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever.

Section 5.05. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, books of record and account, prepared in accordance with corporate trust industry standards, in which entries shall be made of all transactions made by the Trustee relating to the proceeds of Bonds, the Revenues, the 2018R Refunding Loan Agreement and all funds and accounts established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Authority and the County, during regular business hours with reasonable prior written notice.

Section 5.06. Parity Debt. The Authority covenants that, except as set forth in the following paragraph, no additional bonds, notes or other indebtedness shall be issued or incurred which are payable out of the Revenues in whole or in part.

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The Authority may issue additional obligations payable on a parity basis with the Senior Series A Bonds or the Subordinate Series B Bonds ("Parity Debt"), as determined by the Authority, under Supplemental Indentures that may be secured by a pledge of Revenues on a parity with the series of Bonds selected by the Authority, but only upon compliance with the following specific conditions precedent:

(a) Compliance. The Authority will be in compliance with all covenants set forth in the Indenture following issuance of such Parity Debt.

(b) Same Payment Dates. The Supplemental Indenture providing for the issuance of such Parity Debt will provide that interest on and principal of such Parity Debt will be payable on the same dates as interest and principal of the series of Bonds selected by the Authority are payable.

(c) Refunding Only. The proceeds of such Parity Debt shall be applied to accomplish a refunding of all or a portion of the Bonds or any previously-issued Parity Debt and there shall have been delivered to the Trustee a certificate of an Independent Financial Consultant stating that the annual payments due on the 2018R Refunding Loan will be adequate to pay the principal of and interest on the Bonds and any Parity Debt when due.

(d) Subordinate Relationship to Senior Series A Bonds. So long as any Senior Series A Bonds remain Outstanding, any Parity Debt issued to refund all or a portion of the Subordinate Series B Bonds shall be subordinate to any Outstanding Senior Series A Bonds in the same manner that the Subordinate Series B Bonds are subordinate to the Senior Series A Bonds as provided herein, or as the holders of any Outstanding Senior Series A Bonds may otherwise agree.

(e) Certificates. The Authority will deliver to the Trustee a Certificate of the Authority certifying that the conditions precedent to the issuance of such series of bonds set forth in subsections (a), (b), (c) and (d) have been satisfied.

Section 5.07. 2018R Refunding Loan Agreement. Subject to the provisions of this Indenture, the Trustee, as assignee of the Authority's rights pursuant to Section 4.01, shall promptly collect all amounts due from the County pursuant to the 2018R Refunding Loan Agreement and shall enforce, and take all steps, actions and proceedings reasonably necessary for the enforcement of all of the rights of the Authority thereunder and for the enforcement of all of the obligations of the County thereunder.

The County shall have the right to incur debt payable on a parity basis with the Series 2015R-A/R-B Loan, the Series 2015 R New Money Loan and the 2018R Refunding Loan, as set forth in the 2018R Refunding Loan Agreement.

The Authority, the Trustee and the County may at any time amend or modify the 2018R Refunding Loan Agreement pursuant to Section 6.04 thereof, but only (a) if the Trustee first obtains the written consent of the Owners of a majority in aggregate principal amount of the then Outstanding Senior Series A Bonds and Subordinate Series B Bonds to such amendment or modification, or (b) without the consent of any of the Bond Owners, if such amendment or modification is for any one or more of the following purposes:

(a) to add to the covenants and agreements of the County contained in the

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2018R Refunding Loan Agreement, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power therein reserved to or conferred upon the County; or

(b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in the 2018R Refunding Loan Agreement, or in any other respect whatsoever as the County may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds;or

(c) to amend any provision thereof relating to the Code, to the extent the Code is applicable; or

(d) in connection with issuance of Parity Debt in accordance with the 2018R Refunding Loan Agreement; or

(e) to provide for the delivery of credit enhancements for the Bonds or the 2018R Refunding Loan, provided that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds; or

(f) as necessary in connection with an amendment of this Indenture, provided that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds; or

(g) in connection with the appointment of a new Trustee, provided that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds.

The Authority or the Trustee shall send a copy of any amendment to the 2018R Refunding Loan Agreement to any rating agency then rating the Bonds at least 15 Business Days prior to its effective date.

Section 5.08. Continued Existence of the Authority. The Authority will take or cause to be taken all actions reasonably necessary to continue the Authority's existence until such time as the Bonds have been paid in full, including but not limited to the addition or substitution of one or more new members.

Section 5.09. Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.

Section 5.10. Continuing Disclosure. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the Authority to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, any holder or beneficial owner of the Senior Series A Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

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Section 5.11. Non-Impairment. Without the prior written consent of the Series A Bond Insurer and Series A Reserve Insurer, the Authority hereby covenants and agrees that, except as required by applicable law, it will not take, or knowingly omit to take, any action, which action or omission would have the effect of adversely affecting the security for the 2018 Refunding Bonds.

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ARTICLE VI

THE TRUSTEE

Section 6.01. Appointment of Trustee. The Placer County Treasurer-Tax Collector is appointed the initial Trustee under the Indenture. The Authority agrees that it will maintain a Trustee that is, in the discretion of the Authority, either the Placer County Treasurer-Tax Collector or is an entity that has a corporate trust office in the State, with a combined capital and surplus (including capital and surplus of its parent or affiliate) of at least Seventy-Five Million Dollars ($75,000,000), and subject to supervision or examination by federal or State authority. If such bank or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section 6.01 the combined capital and surplus of such bank 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.

The Trustee is hereby authorized to pay the principal of and interest and redemption premium (if any) on the Bonds, as applicable, when duly presented for payment at maturity, or on redemption or purchase prior to maturity, and to cancel all Bonds upon payment thereof. The Trustee shall keep accurate records of all funds administered by it and of all Bonds paid and discharged.

Section 6.02. Acceptance of Trustee. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:

(a) The Trustee, prior to the occurrence of an Event of Default and after curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default hereunder has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill and diligence in their exercise, as a prudent person would exercise in the conduct of its own affairs.

(b) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall not be responsible for the acts or omissions of any receivers, agents or attorneys and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder. The Trustee may conclusively rely on an opinion of counsel as full and complete protection for any action taken or suffered by it hereunder.

(c) Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.

(d) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, accountants and representatives, shall have the right (but not the duty) fully to inspect all books, papers and records of the Authority pertaining to the Bonds, and to make copies of any of such books, papers and records such as may be

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desired but which is not privileged by statute or by law.

(e) Before taking the action referred to in Section 8.02, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful default in connection with any such action.

(f) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law.

(g) The Trustee is authorized and directed to execute in its capacity as Trustee the Refunding Loan Agreement.

(h) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the Authority to make any of the payments to the Trustee required to be made by the Authority pursuant hereto or failure by the Authority to file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Bonds, unless the Trustee shall be specifically notified in writing of such default by the Authority, and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the Trust Office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default hereunder except as aforesaid.

Section 6.03. Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder or pursuant to the 2018R Refunding Loan Agreement and all advances, counsel fees (including expenses) and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. Upon the occurrence of an Event of Default hereunder, but only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment of any Bond upon the amounts held hereunder for the foregoing fees, charges and expenses incurred by it respectively.

Section 6.04. Notice to Bond Owners of Default. If an Event of Default hereunder occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in Section 6.02(h) hereof, then the Trustee shall promptly give written notice thereof by first-class mail to the Owner of each such Bond, unless such Event of Default shall have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure by the Authority to make any payment when due, the Trustee may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interests of the Bond Owners not to give such notice.

Section 6.05. Intervention by Trustee. In any judicial proceeding to which the Authority is a party which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of the Owners of any of the Bonds, the Trustee may intervene on behalf of such Bond Owners, and subject to Section 6.02(e) hereof, shall do so if requested in writing by the Owners of at least twenty-five percent (25%) in aggregate principal amount of the Senior Series A Bonds or the Subordinate Series B Bonds then Outstanding.

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Section 6.06. Removal of Trustee. The Owners of a majority in aggregate principal amount of the Outstanding Senior Series A Bonds or the Outstanding Subordinate Series B Bonds, respectively, may at any time, and the Authority may (and at the request of the County shall) so long as no Event of Default shall have occurred and then be continuing, remove the Trustee initially appointed, and any successor thereto, by an instrument or concurrent instruments in writing delivered to the Trustee, whereupon the Authority or such Owners of a majority in aggregate principal amount of the Outstanding Senior Series A Bonds or the Outstanding Subordinate Series B Bonds, as the case may be, shall appoint a successor or successors thereto; provided that any such successor shall be a bank or trust company meeting the requirements set forth in Section 6.01.

Notwithstanding any other provision of this Indenture, no removal, resignation or termination of the Trustee shall take effect until a successor has been appointed.

Section 6.07. Resignation by Trustee. The Trustee and any successor Trustee may at any time give thirty (30) days' written notice of its intention to resign as Trustee hereunder, such notice to be given to the Authority and the County by registered or certified mail. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the Authority shall cause notice thereof to be given by first class mail, postage prepaid, to the Bond Owners at their respective addresses set forth on the Registration Books.

Section 6.08. Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 6.06 or 6.07, respectively, with the prior written consent of County, the Authority shall promptly appoint a successor Trustee. In the event the Authority shall for any reason whatsoever fail to appoint a successor Trustee within ninety (90) days following the delivery to the Trustee of the instrument described in Section 6.06 or within ninety (90) days following the receipt of notice by the Authority pursuant to Section 6.07, the Trustee may, at the expense of the Authority, apply to a court of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of Section 6.01 hereof. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the Authority purporting to appoint a successor Trustee following the expiration of such ninety-day period.

Within sixty (60) days following the appointment of a successor Trustee hereunder, the former Trustee shall deliver to such successor Trustee (a) all funds and accounts held by the former Trustee hereunder, and (b) any and all information and documentation as may be required or reasonably requested by the Authority or such successor Trustee in connection with the transfer to such successor Trustee of all the duties and functions of the Trustee hereunder. The Authority shall pay the reasonable costs and expenses of such former Trustee incurred in connection with such transfer.

Section 6.09. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of it corporate trust business, provided that such company shall meet the requirements set forth in Section 6.01, shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

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Section 6.10. Concerning any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the Request of the Authority, or of the Trustee's successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor Trustee, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority.

Section 6.11. Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate co-trustee. The following provisions of this Section 6.11 are adopted to these ends.

In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or cotrustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. The Trustee shall not be liable for any acts or omissions of any separate or co-trustee.

Should any instrument in writing from the Authority be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. In case any separate trustee or co-trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or cotrustee.

Section 6.12. Indemnification; Limited Liability of Trustee. The Authority further covenants and agrees to indemnify and save the Trustee and its officers, directors, agents and employees, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties hereunder or pursuant to the 2018R

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Refunding Loan Agreement, including the reasonable costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or willful misconduct of the Trustee, its officers, directors, agents or employees. Such indemnity shall survive the termination or discharge of this Indenture. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder if repayment of such funds or adequate indemnity against such liability or risk is not assured to it. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of the Owners of at least twenty-five percent (25%) in aggregate principal amount of the Senior Series A Bonds or the Subordinate Series B Bonds Outstanding relating to the time, method and place of conducting any proceeding or remedy available to the Trustee under this Indenture.

Section 6.13. Provisions Relating to Series A Bond Insurance Policy. So long as the Series A Bond Insurance Policy remains in effect, or any amounts are owed to the Series A Bond Insurer, the Authority and the Trustee shall comply with all terms and provisions set forth in Exhibit C relating to the Series A Bond Insurance Policy and the Series A Bond Insurer. Such provisions are hereby incorporated into this Indenture by this reference, and shall control and supercede any conflicting or inconsistent provisions in this Indenture.

Section 6.14. Provisions Relating to Series A Reserve Policy. So long as the Series A Reserve Policy remains in effect, or any amounts are owed to the Series A Reserve Insurer, the Authority and the Trustee shall comply with all terms and provisions set forth in Exhibit D relating to the Series A Reserve Policy and the Series A Reserve Insurer. Such provisions are hereby incorporated into this Indenture by this reference, and shall control and supercede any conflicting or inconsistent provisions in this Indenture.

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ARTICLE VII

MODIFICATION AND AMENDMENT OF THE INDENTURE

Section 7.01. Amendment Hereof. This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption, without consent of any Bond Owners, to the extent permitted by law but only for any one or more of the following purposes-

(a) to add to the covenants and agreements of the Authority in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Authority so long as such limitation or surrender of such rights or powers shall not materially adversely affect the Owners of the Bonds; or

(b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds; or

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

(d) to amend any provision of this Indenture relating to the Code, to the extent the Code is applicable; or

(e) in connection with the issuance of Parity Debt pursuant to the terms of this Indenture; or

(f) to amend the redemption prov1s1ons of a Bond in connection with a transfer or a re marketing of such Bond (but only with the written consent of the owner of such Bond); or

(g) to provide for the delivery of credit enhancements for the Bonds or the 2018R Refunding Loan, provided that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds; or

(h) in connection with the appointment of a new Trustee.

Except as set forth in the preceding paragraph of this Section 7.01, this Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may only be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of

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the Owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee. With the prior written consent of the Owners of the Bonds, the Authority may designate one or more bonds as senior bonds and other bonds as subordinate bonds, as set forth more fully in a Supplemental Indenture.

Section 7.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Outstanding Bonds, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 7.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds shall bear a notation, by endorsement in form approved by the Authority, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Trust Office of the Trustee, a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such Bond Owners' action shall be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be exchanged at the Trust Office of the Trustee, without cost to each Bond Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds.

Section 7.04. Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Bond Owner from accepting any amendment as to the particular Bond held by him, provided that due notation thereof is made on such Bond.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS

Section 8.01. Events of Default. The following events shall be Events of Default hereunder:

(a) Default in the due and punctual payment of the principal of any Bond pursuant to Section 4.02, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise.

(b) Default in the due and punctual payment of any installment of interest on any Bond pursuant to Section 4.02.

(c) Default by the Authority in the observance of any of the other covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, if such default shall have continued for a period of thirty (30) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Authority by the Trustee, or to the Authority and the Trustee by the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Senior Series A Bonds or the Subordinate Series B Bonds at the time Outstanding; provided that such default shall not constitute an Event of Default hereunder if the Authority shall commence to cure such default within said thirty (30) day period and thereafter diligently and in good faith shall cure such default within a reasonable period of time.

(d) The filing by the Authority of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Authority, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property.

(e) An Event of Default (as defined in the 2018R Refunding Loan Agreement) by the County under the 2018R Refunding Loan Agreement.

Immediately upon becoming aware of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the Authority and the County by telephone confirmed in writing.

Section 8.02. Remedies and Rights of Bond Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture.

If an Event of Default shall have occurred and be continuing and if requested so to do by the Owners of at least twenty-five percent (25%) in aggregate principal amount of the Outstanding Senior Series A Bonds or the Outstanding Subordinate Series B Bonds, and if the Trustee has been indemnified as provided in Section 6.02, the Trustee shall be obligated to

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exercise such one or more of the rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bond Owners.

The Owner of the Subordinate Series B Bonds may not rescind or revoke any action taken by the Owners of the Senior Series A Bonds.

No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bond Owners hereunder or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient.

Section 8.03. Application of Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture shall be applied by the Trustee in the following order upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid -

First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article VIII, including reasonable compensation to its agents, attorneys and counsel; and

Second, to the payment of the whole amount of interest on and principal of the Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds; to the payment to the Series A Bond Insurer of any amounts required to reimburse the Series A Bond Insurer for payments of principal of and interest on the Senior Series A Bonds; to the payment to the Series A Reserve Insurer of any amounts required to reimburse the Series A Reserve Insurer for draws on the Series A Reserve Policy and to the payment to the Series A Bond Insurer and the Series A Reserve Insurer of any semi-annual components of the premiums then due and payable for the Series A Bond Insurance Policy and the Series A Reserve Policy, respectively; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal and such moneys as may be due to the Series A Bond Insurer and the Series A Reserve Insurer, then such amounts shall be applied in the following order of priority:

(a) first, to the payment of all installments of interest on the Senior Series A Bonds then due and unpaid, on a pro rata basis in the event that the available amounts are insufficient to pay all such interest in full,

(b) second, to the payment of principal of all installments of the Senior Series A Bonds then due and unpaid, on a pro rata basis in the event that the available amounts are insufficient to pay all such principal in full, and

(c) third, to the payment of interest on overdue installments of principal and interest on the Senior Series A Bonds, on a pro rata basis in the

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event that the available amounts are insufficient to pay all such interest in full.

(d) fourth, to the payment to the Series A Bond Insurer of (i) any amounts required to reimburse the Series A Bond Insurer for payments of principal of and interest on the Senior Series A Bonds and (ii) any semi-annual components of the premium then due and payable for the Series A Bond Insurance Policy.

(e) fifth, to the payment to the Series A Reserve Insurer of (i) any amounts required to reimburse the Series A Reserve Insurer for draws on the Series A Reserve Policy and (ii) any semi-annual components of the premium then due and payable for the Series A Reserve Policy.

(e) sixth, to the payment of all installments of interest on the Subordinate Series B Bonds then due and unpaid, on a pro rata basis in the event that the available amounts are insufficient to pay all such interest in full,

(f) seventh, to the payment of principal of all installments of the Subordinate Series B Bonds then due and unpaid, on a pro rata basis in the event that the available amounts are insufficient to pay all such interest in full, and

(g) eighth, to the payment of interest on overdue installments of principal and interest on the Subordinate Series B Bonds, on a pro rata basis in the event that the available amounts are insufficient to pay all such interest in full.

Section 8.04. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in aggregate principal amount of the Senior Series A Bonds then Outstanding or the Owners of a majority in aggregate principal amount of the Subordinate Series B Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Senior Series A Bonds then Outstanding or the Owners of a majority in aggregate principal amount of the Outstanding Subordinate Series B Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Any suit, action or proceeding which any Owner of Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners of the Bonds for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact.

52

Section 8.05. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bond Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer.

Section 8.06. Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the Bonds, shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on the Bonds when due and principal of the Bonds at maturity or earlier redemption to the respective Owners of the Bonds, as herein provided, out of the Revenues and other moneys herein pledged for such payment.

A waiver of any default or breach of duty or contract by the Trustee or any Bond Owner shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds 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 of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or Bond Owners by the Bond Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Bond Owners, as the case may be.

Section 8.07. Limitation on Bond Owners' Right to Sue. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Senior Series A Bonds or the Subordinate Series B Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of thirty (30) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or om1ss1on are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds.

The right of any Owner of any Bond to receive payment of the principal of and interest and premium (if any) on such Bond, as applicable, as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.

53

Section 8.08. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the Bond Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

54

ARTICLE IX

MISCELLANEOUS

Section 9.01. Limited Liability of Authority. Notwithstanding anything in this Indenture contained, the Authority shall not be required to advance any moneys derived from any source of income other than the Revenues for the payment of the principal of or interest on the Bonds, or any premiums upon the redemption thereof, or for the performance of any covenants herein contained ( except to the extent any such covenants are expressly payable hereunder from the Revenues or otherwise from amounts payable under the 2018R Refunding Loan Agreement). The Authority may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness.

The Bonds shall be revenue bonds, payable exclusively from the Revenues and other funds as in this Indenture provided. The general fund of the Authority is not liable, and the credit of the Authority is not pledged, for the payment of the interest and premium (if any) on or principal of the Bonds. The Owners of the Bonds shall never have the right to compel the forfeiture of any property of the Authority. The principal of and interest on the Bonds, and any premiums upon the redemption of any thereof, shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or upon any of its income, receipts or revenues except the Revenues and other funds pledged to the payment thereof as in this Indenture provided.

Section 9.02. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Authority, the Trustee, the County and the Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Trustee, the County and the Owners of the Bonds.

Section 9.03. Discharge of Indenture. If the Authority shall pay and discharge any or all of the Outstanding Bonds in any one or more of the following ways:

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

(ii) by irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and the 2018R Refunding Loan Agreement, is fully sufficient to pay such Bonds, including all principal, interest, premium (if any); or

(iii) by irrevocably depositing with the Trustee or any other fiduciary, in trust in an escrow, non-redeemable Federal Securities or cash in such amount as an Independent Certified Public Accountant shall determine (but the requirement for a determination of an Independent Certified Public Accountant shall be required only so long as the Placer County Treasurer-Tax Collector is not the owner of the Bonds) will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and the 2018R Refunding Loan Agreement, be fully sufficient to pay and discharge the

55

indebtedness on such Bonds (including all principal, interest, premium (if any) at or before their respective maturity dates;

and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been mailed pursuant to Section 2.02(e) or provision satisfactory to the Trustee shall have been made for the mailing of such notice, then, at the Request of the Authority, and notwithstanding that any of such Bonds shall not have been surrendered for payment, the pledge of the Revenues and other funds provided for in this Indenture with respect to such Bonds, and all other pecuniary obligations of the Authority under this Indenture with respect to such Bonds, shall cease and terminate, except only the obligation of the Authority to pay or cause to be paid to the Owners of such Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose as aforesaid, all amounts required to be paid to the United States of America as provided in Section 5.08 hereof and all expenses and costs of the Trustee. In the event the Authority shall, pursuant to the foregoing provisions, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of Bonds of any maturity of the Bonds that the Authority has determined to pay and discharge in part. In the event the Authority shall, pursuant to the foregoing provisions, pay and discharge all of the Bonds then Outstanding, any funds thereafter held by the Trustee which are not required for said purposes, shall be paid over to the Authority.

Bonds shall be deemed "Outstanding" under the Indenture unless and until they are in fact paid and retired or the above criteria are met.

Section 9.04. Successor Is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture the Authority is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Authority, that are presently vested in the Authority, and all the covenants, agreements and provisions contained in this Indenture by or on behalf of the Authority shall bind and inure to the benefit of its successors whether so expressed or not.

Section 9.05. Content of Certificates. Excluding certificates delivered on the Closing Date, every certificate with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person or persons making or giving such certificate have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with.

Any such certificate made or given by an officer of the Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the Authority, or

56

upon the certificate or opinion of or representations by an officer or officers of the Authority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

Section 9.06. Execution of Documents by Bond Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Bond Owners in person or by their agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section 9.06.

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

The ownership of Bonds shall be proved by the Registration Books. Any request, consent or vote of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of any Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in pursuance of such request, consent or vote. In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the Bond Owners upon such notice and in accordance with such rules and obligations as the Trustee considers fair and reasonable for the purpose of obtaining any such action.

Section 9.07. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the County or the Authority (but excluding Bonds held in any employees' retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided, however, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned or held shall be disregarded.

Section 9.08. Waiver of Personal Liability. No officer, agent or employee of the Authority shall be individually or personally liable for the payment of the interest on or principal of the Bonds; but nothing herein contained shall relieve any such officer, agent or employee from the performance of any official duty provided by law.

Section 9.09. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the Authority (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Indenture or of the Bonds; but the Bond Owners shall retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law. The Authority

57

hereby declares that it would have entered into this Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 9.10. Destruction of Canceled Bonds. Whenever in this Indenture provision is made for the surrender to the Authority of any Bonds which have been paid or canceled pursuant to the provisions of this Indenture, the Authority may, if permitted by law, upon the Request of the Authority direct the Trustee to destroy such Bonds and furnish to the Authority a certificate of such destruction.

Section 9.11. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and maintained in the accounting records of the Authority or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to all such funds and accounts held by the Authority shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee shall be at all times maintained in accordance with corporate trust industry practices; in each case with due regard for the protection of the security of the Bonds and the rights of every Owner thereof.

Section 9.12. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by first class mail, postage prepaid, or sent by telegram, addressed as follows:

If to the Authority:

If to the County:

If to the Trustee:

If to the Series A Bond Insurer:

Placer County Public Financing Authority 175 Fulweiler Avenue Auburn, CA 95603 Attention: County Counsel

County of Placer 175 Fulweiler Avenue Auburn, CA 95603 Attention: County Executive

Placer County Treasurer-Tax Collector 175 Fulweiler Avenue Auburn, CA 95603

As provided in Exhibit C hereto

Section 9.13. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds or interest thereon which remain unclaimed for two (2) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee after said date when such Bonds become due and payable, shall, be repaid by the Trustee to the Authority, as its absolute

58

property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Authority for the payment of such Bonds; provided, however, that before being required to make any such payment to the Authority, the Trustee shall, at the expense of the Authority, cause to be mailed to the Owners of all such Bonds, at their respective addresses appearing on the Registration Books, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall not be fewer than thirty (30) days after the date of mailing of such notice, the balance of such moneys then unclaimed will be returned to the Authority.

Section 9.14. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California.

Section 9.15. Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

59

PLACER uU'UN

AUTHORITY PUBLIC FINANCING

No. 1

INTEREST RATE: % ---

EXHIBIT A

FORM OF SENIOR SERIES A BOND

PLACER COUNTY PUBLIC FINANCING AUTHORITY Refunding Revenue Bonds, Series 2018A

(mPOWER Placer Program) (Green Bonds) (Federally Taxable)

MATURITY DATE: DATED DATE: October 1, 2038 June 28, 2018

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: _____ AND N0/100 DOLLARS

$ ____ _

CUSIP:

The PLACER COUNTY PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), for value received, hereby promises to pay (but only out of the Revenues and other moneys and securities hereinafter referred to) to the Registered Owner identified above or registered assigns (the "Registered Owner"), on the Maturity Date identified above, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like money from the date hereof, which date shall be the Interest Payment Date (as hereinafter defined) immediately preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or before the first Interest Payment Date, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on April 1 and October 1 in each year, commencing October 1, 2018 (each an "Interest Payment Date"), until payment of such Principal Amount in full. The Principal Amount hereof and redemption premium (if any) are payable upon presentation hereof at the corporate trust office of the Placer County Treasurer-Tax Collector, as Trustee (the "Trustee") in Auburn, California, or such other place as may be designated by the Trustee (the "Trust Office"). Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the registration books maintained by the Trustee (the "Registration Books") as of the fifteenth calendar day of the month preceding such Interest Payment Date, or, upon written request filed with the Trustee prior to the fifteenth (15th) day of the month preceding the Interest Payment Date by the written request of the Registered Owner of at least $1,000,000 in aggregate principal amount of Bonds, by wire transfer in immediately available funds to an account in the United States of America designated by such Registered Owner in such written request.

A-1

This Bond is one of a duly authorized issue of bonds of the Authority designated the "Placer County Public Financing Authority Refunding Revenue Bonds, Senior Series 2018A (mPOWER Placer Program) (Green Bonds) (Federally Taxable)" (the "Bonds"), which has been issued under an Indenture of Trust, dated as of June 1, 2018 (the "Indenture"), by and between the Authority and the Trustee. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder; and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner hereof, and to all of the provisions of which Indenture the Registered Owner hereof, by acceptance hereof, assents and agrees.

The Authority is issuing under the Indenture a series of refunding bonds that are payable from Revenues on a subordinate basis to the Bonds.

The Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"). The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from the Revenues and certain other moneys and securities held by the Trustee as provided in the Indenture. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues and such other moneys and securities, and the Revenues and such other moneys and securities constitute a trust fund for the security and payment of the principal of and interest on the Bonds. The full faith and credit of the Authority is not pledged for the payment of the principal of or interest or redemption premiums (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture.

The Bonds have been issued to provide funds to fund loans (the "2018R Refunding Loan") to the County of Placer (the "County") to refinance certain outstanding loans that were used by the County to finance the installation of distributed generation renewable energy, energy efficiency and water efficiency improvements (the "Authorized Improvements") on certain privately-owned parcels of property in the County. The 2018R Refunding Loan has been made by the Authority to the County pursuant to a Refunding Limited Obligation Loan Agreement (Series 2018R), dated as of June 1, 2018 (the "2018R Refunding Loan Agreement"). The County's obligation to repay the 2018R Refunding Loan is secured by a pledge of contractual assessments payable pursuant to agreements between the owners of the Participating Parcels (as defined in the Indenture) and the County, on a parity basis with certain outstanding and future obligations, as specified in the Indenture.

The Bonds are subject to redemption prior to their stated maturity date, in whole or in part, on any Interest Payment Date on or after October 1, 2028, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued but unpaid interest on the Bonds to the redemption date, without premium.

Each Bond is subject to mandatory redemption on any Interest Payment Date from 2018R Refunding Loan prepayments, in whole or in part, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued but unpaid interest to the date of redemption, without premium. The Authority shall select Bonds to be redeemed as set forth in the Indenture.

A-2

The Bonds maturing on October 1, 2038 shall also be subject to redemption or prior purchase in part as set forth below, from mandatory sinking fund redemption payments made by the Authority pursuant to the Indenture, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium; provided, however, that, if some but not all of such Bonds have been redeemed under the redemption provisions described in the preceding two paragraphs and the following paragraph, the total amount of all future mandatory sinking fund redemption payments payable with respect to the maturity redeemed shall be reduced by the aggregate principal amount of the maturity so redeemed, to be allocated among such mandatory sinking fund redemption payments on a pro rata basis.

A-3

[Senior Series A Bonds Maturing October 1, 2038 Mandatory Sinking Fund Redemption Schedule

Sinking Fund Redemption Date Oct 1, 2018

Oct 1, 2019

Oct 1, 2020

Oct 1, 2021

Oct 1, 2022

Oct 1, 2023

Oct 1, 2024

Oct 1, 2025

Oct 1, 2026

Oct 1, 2027

Oct 1, 2028

Oct 1, 2029

Oct 1, 2030

Oct 1, 2031

Oct 1, 2032

Oct 1, 2033

Oct 1, 2034

Oct 1, 2035

Oct 1, 2036

Oct 1, 2037

Oct 1, 2038

Total

Principal Amount To Be Redeemed $955,000.00

1, 175,000.00

1,240,000.00

1,295,000.00

1,325,000.00

1,370,000.00

1,445,000.00

1,520,000.00

1,590,000.00

1,570,000.00

1,545,000.00

1,600,000.00

1,690,000.00

1,770,000.00

1,810,000.00

1,860,000.00

1,935,000.00

1,895,000.00

1,730,000.00

990,000.00

350,000.00

$30,660,000.00]

[Special Series A Term Bond (Maturing October 1, 2038) Mandatory Sinking Fund Redemption Schedule

Sinking Fund Redemption Date Oct 1, 2018

Oct 1, 2019

Oct 1, 2020

Oct 1, 2021

Oct 1, 2022

Oct 1, 2023

Oct 1, 2024

Oct 1, 2025

Oct 1, 2026

Oct 1, 2027

Oct 1, 2028

A-4


175,000.00

180,000.00

190,000.00

195,000.00

200,000.00

205,000.00

215,000.00

225,000.00

230,000.00

225,000.00

Oct 1, 2029 230,000.00

Oct 1, 2030 240,000.00

Oct 1, 2031 250,000.00

Oct 1, 2032 260,000.00

Oct 1, 2033 265,000.00

Oct 1, 2034 280,000.00

Oct 1, 2035 275,000.00

Oct 1, 2036 250,000.00

Oct 1, 2037 140,000.00

Oct 1, 2038 50,000.00

Total $4,425,000.00]

The Bonds are subject to redemption prior to their stated maturity date, in whole or in part, on any Interest Payment Date, from Surplus Revenues in the Surplus Account, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued but unpaid interest on the Bonds to the redemption date, without premium.

The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective owners of any Bonds designated for redemption, at their respective addresses appearing on the Registration Books, at least 20 days prior to the redemption; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers (if applicable) or Bond numbers, the serial numbers of each maturity or maturities (except that if the event of redemption is of all of the Bonds of such maturity or maturities in whole, the Trustee shall designate such maturities or the maturity in whole without referencing each individual number) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.

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

The Bonds are issuable as fully registered Bonds without coupons in Authorized Denominations. Subject to the limitations set forth in the Indenture and upon payment of the charges, if any, provided in the Indenture, fully registered Bonds may be exchanged at the Trust Office of the Trustee for a like aggregate principal amount and maturity of fully registered Bonds of other Authorized Denominations.

A-5

This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of Authorized Denomination or Authorized Denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Trustee shall not be required to register the transfer or exchange of any Bond during the period established by the Trustee for the selection of Bonds for redemption or any Bond selected for redemption.

The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Authority or the Trustee for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture.

It is hereby certified that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Act, and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act.

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This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee.

IN WITNESS WHEREOF, the Authority has caused this Bond to be executed in its name and on its behalf by the facsimile signatures of its Executive Director and Secretary and its seal to be reproduced hereon all as of the Dated Date identified above.

Attest:

By~~~~~~~~~~~~~~~Secretary

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Treasurer

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Bonds described in the within-mentioned Indenture and registered on the Registration Books of the Trustee.

Date: _____ , 2018

PLACER COUNTY TREASURER, as Trustee

Authorized Signatory

[FORM OF ASSIGNMENT]

For value received the undersigned hereby sells, assigns and transfers unto

(Name, Address, and Tax Identification or Social Security Number of Assignee) the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s)

attorney, ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated: ------

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

Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

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STATEMENT OF INSURANCE

Build America Mutual Assurance Company ("BAM"), New York, New York, has delivered its municipal bond insurance policy (the "Policy") with respect to the scheduled payments due of principal of and interest on this Bond to the trustee for the Bonds (the "Trustee"). Said Policy is on file and available for inspection at the principal office of the Trustee and a copy thereof may be obtained from BAM or the Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. By its purchase of these Bonds, the owner acknowledges and consents (i) to the subrogation and all other rights of BAM as more fully set forth in the Policy and (ii) that upon the occurrence and continuance of a default or an event of default under the Indenture or this Bond, BAM shall be deemed to be the sole owner of the Bonds for all purposes and shall be entitled to control and direct the enforcement of all rights and remedies granted to the owners of the Bonds or the Trustee, or similar agent for the benefit of such owners under the Indenture, at laws or in equity.

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FORM OF SUBORDINATE SERIES B BOND

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE SUBJECT TO TRANSFER RESTRICTIONS PURSUANT TO THE INDENTURE. THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY AND ARE NOT A DEBT OR LIABILITY OF ANY MEMBER OF THE AUTHORITY, THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OTHER THAN THE AUTHORITY, OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THE BONDS. THE BONDS DO NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE, IN ANY MANNER, ANY MEMBER OF THE AUTHORITY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY TAX OR TO MAKE ANY APPROPRIATION FOR PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR ANY COSTS INCIDENTAL THERETO. THE BONDS ARE PAYABLE SOLELY FROM THE FUNDS PLEDGED FOR THEIR PAYMENT IN ACCORDANCE WITH THE INDENTURE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF ANY MEMBER, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THE BONDS NOR THE FAITH AND CREDIT OF THE AUTHORITY SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR ANY COSTS INCIDENTAL THERETO. THE AUTHORITY HAS NO TAXING POWER.

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE TRANSFERRED ONLY IN AN AUTHORIZED DENOMINATION BY THE REGISTERED OWNER SOLELY TO A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED), OR AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED), AND ONLY UPON THE EXECUTION AND DELIVERY BY THE TRANSFEREE OF AN INVESTOR LETTER IN SUBSTANTIALLY THE FORM OF EXHIBIT B TO THE INDENTURE AND BY THIS REFERENCE INCORPORATED HEREIN.

No. 1 --

INTEREST RATE: 5.050%

PLACER COUNTY PUBLIC FINANCING AUTHORITY Refunding Revenue Bonds, Subordinate Series 20188


MATURITY DATE: DATED DATE: October 1, 2038 June 28, 2018

REGISTERED OWNER: PLACER COUNTY TREASURER-TAX COLLECTOR

$4,772,996.95

CUSIP: 72601F AC2

PRINCIPAL AMOUNT: FOUR MILLION, SEVEN HUNDRED SEVENTY-TWO THOUSAND, NINE HUNDRED NINETY-SIX AND 95/100 DOLLARS

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The PLACER COUNTY PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), for value received, hereby promises to pay (but only out of the Revenues and other moneys and securities hereinafter referred to) to the Registered Owner identified above or registered assigns (the "Registered Owner"), on the Maturity Date identified above, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like money from the date hereof, which date shall be the Interest Payment Date (as hereinafter defined) immediately preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or before the first Interest Payment Date, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on April 1 and October 1 in each year, commencing October 1, 2018 (each an "Interest Payment Date"), until payment of such Principal Amount in full. The Principal Amount hereof and redemption premium (if any) are payable upon presentation hereof at the corporate trust office of the Placer County Treasurer-Tax Collector, as Trustee (the "Trustee") in Auburn, California, or such other place as may be designated by the Trustee (the "Trust Office"). Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the registration books maintained by the Trustee (the "Registration Books") as of the fifteenth calendar day of the month preceding such Interest Payment Date, or, upon written request filed with the Trustee prior to the fifteenth (15th) day of the month preceding the Interest Payment Date by the written request of the Registered Owner of at least $1,000,000 in aggregate principal amount of Bonds, by wire transfer in immediately available funds to an account in the United States of America designated by such Registered Owner in such written request.

This Bond is one of a duly authorized issue of bonds of the Authority designated the "Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 20188 (mPOWER Placer Program) (Green Bonds) (Federally Taxable)" (the "Bonds"), which has been issued under an Indenture of Trust, dated as of June 1, 2018 (the "Indenture"), by and between the Authority and the Trustee. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder; and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner hereof, and to all of the provisions of which Indenture the Registered Owner hereof, by acceptance hereof, assents and agrees.

The Authority is issuing under the Indenture a series of refunding bonds that are payable from Revenues on a senior basis to the Bonds.

The Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"). The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from the Revenues and certain other moneys and securities held by the Trustee as provided in the Indenture. All of the Bonds are equally secured by a pledge

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of, and charge and lien upon, all of the Revenues and such other moneys and securities, and the Revenues and such other moneys and securities constitute a trust fund for the security and payment of the principal of and interest on the Bonds. The full faith and credit of the Authority is not pledged for the payment of the principal of or interest or redemption premiums (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture.

The Bonds have been issued to provide funds to fund loans (the "2018R Refunding Loan") to the County of Placer (the "County") to refinance certain outstanding loans that were used by the County to finance the installation of distributed generation renewable energy, energy efficiency and water efficiency improvements (the "Authorized Improvements") on certain privately-owned parcels of property in the County. The 2018R Refunding Loan have been made by the Authority to the County pursuant to a Refunding Limited Obligation Loan Agreement (Series 2018R), dated as of June 1, 2018 (the "2018R Refunding Loan Agreement"). The County's obligation to repay the 2018R Refunding Loan is secured by a pledge of contractual assessments payable pursuant to agreements between the owners of the Participating Parcels (as defined in the Indenture) and the County, on a parity basis with certain outstanding and future obligations, as specified in the Indenture.

The Bonds are subject to redemption prior to their stated maturity date, in whole or in part, on any Interest Payment Date on or after October 1, 2028, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued but unpaid interest on the Bonds to the redemption date, without premium.

Each Bond is subject to mandatory redemption on any Interest Payment Date from 2018R Refunding Loan prepayments, in whole or in part, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued but unpaid interest to the date of redemption, without premium. The Authority shall select Bonds to be redeemed as set forth in the Indenture.

The Bonds shall also be subject to redemption or prior purchase in part as set forth below, from mandatory sinking fund redemption payments made by the Authority, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium; provided, however, that, if some but not all of such Bonds have been redeemed under the redemption provisions described in the preceding two paragraphs and the following paragraph, the total amount of all future mandatory sinking fund redemption payments payable with respect to the maturity redeemed shall be reduced by the aggregate principal amount of the maturity so redeemed, to be allocated among such mandatory sinking fund redemption payments on a pro rata basis.

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Sinking Fund Redemption Date Oct 1, 2018 Oct 1, 2019 Oct 1, 2020 Oct 1, 2021 Oct 1, 2022 Oct 1, 2023 Oct 1, 2024 Oct 1, 2025 Oct 1, 2026 Oct 1, 2027 Oct 1, 2028 Oct 1, 2029 Oct 1, 2030 Oct 1, 2031 Oct 1, 2032 Oct 1, 2033 Oct 1, 2034 Oct 1, 2035 Oct 1, 2036 Oct 1, 2037 Oct 1, 2038

Total


178,518.98 189,070.03 198,734.93 205,425.37 211,607.04 225,074.42 240,739.04 246,245.15 245,983.39 243,498.33 251,003.08 262,809.36 282,748.16 279,864.85 289,738.54 301, 162.75 291,457.56 267,804.42 158,000.35 55,466.67

$4,772,996.95

The Bonds are subject to redemption prior to their stated maturity date, in whole or in part, on any Interest Payment Date, from Surplus Revenues in the Surplus Account, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued but unpaid interest on the Bonds to the redemption date, without premium.

The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective owners of any Bonds designated for redemption, at their respective addresses appearing on the Registration Books, at least 20 days prior to the redemption; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers (if applicable) or Bond numbers, the serial numbers of each maturity or maturities (except that if the event of redemption is of all of the Bonds of such maturity or maturities in whole, the Trustee shall designate such maturities or the maturity in whole without referencing each individual number) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.

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

The Bonds are issuable as fully registered Bonds without coupons in Authorized Denominations. Subject to the limitations set forth in the Indenture and upon payment of the charges, if any, provided in the Indenture, fully registered Bonds may be exchanged at the Trust Office of the Trustee for a like aggregate principal amount and maturity of fully registered Bonds of other Authorized Denominations.

This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of Authorized Denomination or Authorized Denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Trustee shall not be required to register the transfer or exchange of any Bond during the period established by the Trustee for the selection of Bonds for redemption or any Bond selected for redemption.

The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary.

The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture.

It is hereby certified that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Act, and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act.

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This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee.

IN WITNESS WHEREOF, the Authority has caused this Bond to be executed in its name and on its behalf by the facsimile signatures of its Executive Director and Secretary and its seal to be reproduced hereon all as of the Dated Date identified above.

Attest:

Secretary

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Treasurer

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Bonds described in the within-mentioned Indenture and registered on the Registration Books of the Trustee.

Date: _____ , 2018

PLACER COUNTY TREASURER, as Trustee

By _______________ _ Authorized Signatory

[FORM OF ASSIGNMENT]

For value received the undersigned hereby sells, assigns and transfers unto

(Name, Address, and Tax Identification or Social Security Number of Assignee) the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s)

attorney, -------------------------------~

to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated: ------

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

Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

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EXHIBIT B

FORM OF PURCHASE LETTER

Placer County Public Financing Authority 175 Fulweiler Avenue Auburn, CA 95603

Stifel, Nicolaus and Company, Incorporated One Montgomery Street, 35th Floor San Francisco, CA 94104

cc. Trustee

Re: Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 20188 (mPOWER Placer Program) (Green Bonds) (Federally Taxable)

Ladies and Gentlemen:

The Placer County Public Financing Authority (the "Issuer") has issued the abovereferenced bonds (the "Bonds"). Capitalized terms used in this letter but not defined have the meaning given them in the Indenture of Trust, dated as of June 1, 2018, relating to the Bonds (the "Indenture").

In connection with our purchase on the date hereof of $ __ principal amount of the Bonds, the undersigned (the "Bond Purchaser") hereby represents, warrants and agrees as follows:

(a) The Bond Purchaser is an "accredited investor" as such term is defined in Rule 501 (a) of Regulation D promulgated under the United States Securities Act of 1933, as amended, or a "qualified institutional buyer" as such term is defined in Rule 144A promulgated under the Securities Act of 1933, as amended.

(b) The Bond Purchaser has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of municipal bonds and other obligations similar to the Bonds, to be capable of evaluating the merits and risks of an investment in the Bonds, and the Bond Purchaser is able to bear the economic risks of such an investment.

(c) account for Bonds;

The Bond Purchaser is purchasing the Bonds for not more than one investment purposes and not with a view to distributing the Purchased

(d) The Bond Purchaser recognizes that an investment in the Bonds involves significant risks, that there is no established market for the Bonds and that none is likely to develop and, accordingly, that the Bond Purchaser must bear the economic risk of an investment in the Bonds for an indefinite period of time.

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(e) The Bond Purchaser understands and acknowledges that, subject to satisfaction of certain conditions set forth in the Indenture of Trust, the Issuer may issue subsequent series of bonds secured by Revenues on a parity with the Bonds.

(f) The Bond Purchaser (i) has conducted its own independent inquiry, examination and analysis with respect to the Bonds, (ii) has had an opportunity to ask questions of and receive answers from the Issuer regarding the Bonds (including the security therefor) and the matters, transactions and documents relating to the foregoing, (iii) has been provided by the Issuer with all documents and information regarding the Bonds (including the security therefor) and the matters, transactions and documents relating to the foregoing that it has requested, and (iv) the Bond Purchaser has been provided with information sufficient to allow the Bond Purchaser to make an informed decision to purchase the Bonds.

(g) The Bond Purchaser (i) is not relying upon the Issuer, or any of its affiliates, officers, employees or agents, for advice as to the merits and risks of investment in the Bonds, and (ii) has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision.

(h) The Bond Purchaser understands and acknowledges (i) that the offering of the Bonds is not subject to the requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, (ii) that the Bonds have not been registered under the Securities Act of 1933, as amended, or under the "Blue Sky" laws and regulations of any state, (iii) that the Bonds will not be listed in any stock or other securities exchange, (iv) that the Bonds will not carry a rating from any rating agency, (v) that the Bonds will be delivered in a form that may not be readily marketable, and (vi) that the Issuer has not prepared or caused to be prepared, and is not delivering, a deemed final official statement with respect to the Bonds and has not undertaken to provide to or for the benefit of holders of the Bonds financial or operating data or any other information with respect to the Bonds on an ongoing basis.

(i) The Bond Purchaser is able to bear the economic risk of the investment represented by its purchase of the Bonds.

U) In the event that the Bond Purchaser wishes to sell the Bonds in the future, the Bond Purchaser agrees and acknowledges that the Bonds cannot be sold without complying with transfer restrictions set forth in the Indenture, including but not limited to providing for execution and delivery by the proposed transferee of a letter in substantially the form of this letter.

(k) The Bond Purchaser acknowledges that, as set forth in the Indenture, the Bonds are subordinate in interest to the Placer County Public Financing Authority Refunding Revenue Bonds, Senior Series 2018A (mPOWER Placer Program) (Green Bonds) (Federally Taxable).

(I) The Bond Purchaser acknowledges and agrees that the Issuer takes no responsibility for, and makes no representation to the Bond Purchaser, or any subsequent purchaser, with regard to, a sale, transfer or other disposition of the Bonds in violation of the provisions hereof, or any securities law or income tax law

B-2

consequences thereof. The Bond Purchaser also acknowledges that, with respect to the Issuer's obligations and liabilities, the Bond Purchaser is solely responsible for compliance with the sales restrictions on the Bonds in connection with any subsequent transfer of the Bonds made by the Bond Purchaser.

(m) The Bond Purchaser agrees that it is bound by and will abide by the provisions of the Indenture relating to transfer, the restrictions noted on the face of the Bonds and this Bond Purchaser Letter. The Bond Purchaser also covenants to comply with all applicable federal and state securities laws, rules and regulations in connection with any resale or transfer of the Bonds by the Bond Purchaser.

(n) The Bond Purchaser acknowledges that the sale of the Bonds to the Bond Purchaser is made in reliance upon the certifications, representations and warranties herein by the addressees hereto.

(o) The interpretation of the provisions hereof shall be governed and construed in accordance with California law without regard to principles of conflicts of laws.

(p) All representations of the Bond Purchaser contained in this letter shall survive the execution and delivery of the Bonds to the Bond Purchaser as representations of fact existing as of the date of execution and delivery of this Bond Purchaser Letter.

Date: ___ _ ,20_ Very truly yours,

Bond Purchaser: ------------~

By: ______________ _

Name: --------------Tit I e: ______________ _

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EXHIBITC

PROVISIONS RELATING TO SERIES A BOND INSURANCE POLICY AND SERIES A BOND INSURER

1) Notice and Other Information to be given to BAM. The Authority and County will provide BAM with all notices and other information they are obligated to provide (i) under its Continuing Disclosure Certificate and (ii) to the holders of the Senior Series A Bonds or the Trustee under the Security Documents.

The notice address of BAM is: Build America Mutual Assurance Company, 200 Liberty Street, 27th Floor, New York, NY 10281, Attention: Surveillance, Re: Policy No. 201880328, Telephone: (212) 235-2500, Telecopier: (212) 235-1542, Email: [email protected]. In each case in which notice or other communication refers to an event of default or a claim on the Policy, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel at the same address and at [email protected] or at Telecopier: (212) 235-5214 and shall be marked to indicate "URGENT MATERIAL ENCLOSED."

2) Defeasance. The investments in the defeasance escrow relating to the Senior Series A Bonds shall be limited to non-callable, direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, or as otherwise maybe authorized under State law and approved by BAM.

At least (three) 3 Business Days prior to any defeasance with respect to the Senior Series A Bonds, the Authority shall deliver to BAM draft copies of an escrow agreement, an opinion of counsel regarding the validity and enforceability of the escrow agreement and the defeasance of the Senior Series A Bonds, and a verification report (a "Verification Report") prepared by a nationally recognized independent financial analyst or firm of certified public accountants regarding the sufficiency of the escrow fund. Such opinion and Verification Report shall be addressed to BAM and shall be in form and substance satisfactory to BAM. In addition, the escrow agreement shall provide that:

a) Any substitution of securities following the execution and delivery of the escrow agreement shall require the delivery of a Verification Report and the prior written consent of BAM, which consent will not be unreasonably withheld.

b) The Authority will not exercise any prior optional redemption of the Senior Series A Bonds secured by the escrow agreement or any other redemption other than mandatory sinking fund redemptions unless (i) the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding bonds, and (ii) as a condition to any such redemption there shall be provided to BAM a Verification Report as to the sufficiency of escrow receipts without reinvestment to meet the escrow requirements remaining following any such redemption.

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mailto:[email protected]


c) The Authority shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without the prior written consent of BAM.

3) Trustee.

a) BAM shall receive prior written notice of any name change of the Trustee for the Senior Series A Bonds or the resignation or removal of the Trustee. Any Trustee must be (A) a national banking association that is supervised by the Office of the Comptroller of the Currency and has at least $250 million of assets, (B) a state-chartered commercial bank that is a member of the Federal Reserve System and has at least $1 billion of assets, or (C) otherwise approved by BAM in writing.

b) No removal, resignation or termination of the Trustee shall take effect until a successor, acceptable to BAM, shall be qualified and appointed.

4) Amendments, Supplements and Consents. BAM's prior written consent is required for all amendments and supplements to the Security Documents, with the exceptions noted below. The Authority or County shall send copies of any such amendments or supplements to BAM and the rating agencies which have assigned a rating to the Senior Series A Bonds.

a) Consent of BAM. Any amendments or supplements to the Security Documents shall require the prior written consent of BAM with the exception of amendments or supplements:

i. To cure any ambiguity or formal defect or omissions or to correct any inconsistent provisions in the transaction documents or in any supplement thereto, or

ii. To grant or confer upon the holders of the Senior Series A Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the holders of the Senior Series A Bonds, or

iii. To add to the conditions, limitations and restrictions on the issuance of bonds or other obligations under the provisions of the Security Documents other conditions, limitations and restrictions thereafter to be observed, or

iv. To add to the covenants and agreements of the Authority or the County in the Security Documents other covenants and agreements thereafter to be observed by the Authority or the County or to surrender any right or power therein reserved to or conferred upon the Authority or the County.

v. To issue additional parity debt in accordance with the requirements set forth in the Security Documents.

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b) Consent of BAM in Addition to Bondholder Consent. Any amendment, supplement, modification to, or waiver of, any of the Security Documents that requires the consent of holders of the Senior Series A Bonds or adversely affects the rights or interests of BAM shall be subject to the prior written consent of BAM.

c) Insolvency. Any reorganization or liquidation plan with respect to the Authority or County must be acceptable to BAM. The Trustee and each owner of the Senior Series A Bonds hereby appoint BAM as their agent and attorney-in-fact with respect to the Senior Series A Bonds and agree that BAM may at any time during the continuation of any proceeding by or against the Authority or County under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim"), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee and each owner of the Senior Series A Bonds delegate and assign to BAM, to the fullest extent permitted by law, the rights of the Trustee and each owner of the Senior Series A Bonds with respect to the Senior Series A Bonds in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding.

d) Control by BAM Upon Default. Anything in the Security Documents to the contrary notwithstanding, upon the occurrence and continuance of a default or an event of default, BAM shall be entitled to control and direct the enforcement of all rights and remedies granted to the holders of the Senior Series A Bonds or the Trustee for the benefit of the holders of the Senior Series A Bonds under any Security Document. No default or event of default may be waived without BAM's written consent.

e) BAM as Owner. Upon the occurrence and continuance of a default or an event of default, BAM shall be deemed to be the sole owner of the Senior Series A Bonds for all purposes under the Security Documents, including, without limitations, for purposes of exercising remedies and approving amendments.

f) Consent of BAM for acceleration. BAM's prior written consent is required as a condition precedent to and in all instances of acceleration of the Senior Series A Bonds.

g) Grace Period for Payment Defaults. No grace period shall be permitted for payment defaults on the Senior Series A Bonds. No grace period for a covenant default shall exceed 30 days without the prior written consent of BAM.

h) Special Provisions for Insurer Default. If an Insurer Default shall occur and be continuing, then, notwithstanding anything in paragraphs 4(a)-(e) above

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to the contrary, (1) if at any time prior to or following an Insurer Default, BAM has made payment under the Policy, to the extent of such payment BAM shall be treated like any other holder of the Senior Series A Bonds for all purposes, including giving of consents, and (2) if BAM has not made any payment under the Policy, BAM shall have no further consent rights until the particular Insurer Default is no longer continuing or BAM makes a payment under the Policy, in which event, the foregoing clause (1) shall control. For purposes of this paragraph, "Insurer Default" means: (A) BAM has failed to make any payment under the Policy when due and owing in accordance with its terms; (B) BAM shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such party or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take action for the purpose of effecting any of the foregoing; or (C) any state or federal agency or instrumentality shall order the suspension of payments on the Policy or shall obtain an order or grant approval for the rehabilitation, liquidation, conservation or dissolution of BAM (including without limitation under the New York Insurance Law).

5) 2018R Refunding Loan Agreement. A default under the 2018R Refunding Loan Agreement shall constitute an Event of Default under the Security Documents.

6) BAM As Third Party Beneficiary. BAM is recognized as and shall be deemed to be a third party beneficiary of the Security Documents and may enforce the provisions of the Security Documents as if it were a party thereto.

7) Payment Procedure Under the Policy.

In the event that principal and/or interest due on the Senior Series A Bonds shall be paid by BAM pursuant to the Policy and BAM has not been reimbursed for such payment, the Senior Series A Bonds shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Authority, the assignment and pledge of the trust estate and all covenants, agreements and other obligations of the Authority to the registered owners shall continue to exist and shall run to the benefit of BAM, and BAM shall be subrogated to the rights of such registered owners.

In the event that on the second (2"") business day prior to any payment date on the Senior Series A Bonds, the Paying Agent or Trustee has not received sufficient moneys to pay all principal of and interest on the Senior Series A Bonds due on such payment date, the Trustee shall immediately notify BAM or its designee on the same business day by telephone or electronic mail, of the amount of the deficiency. If any deficiency is made up in whole or in part prior to or on the payment date, the Trustee shall so notify BAM or its designee.

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In addition, if the Trustee has notice that any holder of the Senior Series A Bonds has been required to disgorge payments of principal of or interest on the Senior Series A Bonds pursuant to a final, non-appealable order by a court of competent jurisdiction that such payment constitutes an avoidable preference to such holder within the meaning of any applicable bankruptcy law, then the Trustee shall notify BAM or its designee of such fact by telephone or electronic mail, or by overnight or other delivery service as to which a delivery receipt is signed by a person authorized to accept delivery on behalf of BAM.

The Trustee shall irrevocably be designated, appointed, directed and authorized to act as attorney-in-fact for holders of the Senior Series A Bonds as follows:

a) If there is a deficiency in amounts required to pay interest and/or principal on the Senior Series A Bonds, the Trustee shall (i) execute and deliver to BAM, in form satisfactory to BAM, an instrument appointing BAM as agent and attorney-in-fact for such holders of the Senior Series A Bonds in any legal proceeding related to the payment and assignment to BAM of the claims for interest on the Senior Series A Bonds, (ii) receive as designee of the respective holders in accordance with the tenor of the Policy payment from BAM with respect to the claims for interest so assigned, (iii) segregate all such payments in a separate account (the "BAM Policy Payment Account") to only be used to make scheduled payments of principal of and interest on the Senior Series A Bonds, and (iv) disburse the same to such respective holders; and

b) If there is a deficiency in amounts required to pay principal of the Senior Series A Bonds, the Trustee shall (i) execute and deliver to BAM, in form satisfactory to BAM, an instrument appointing BAM as agent and attorney- in-fact for such holder of the Senior Series A Bonds in any legal proceeding related to the payment of such principal and an assignment to BAM of the Senior Series A Bonds surrendered to BAM, (ii) receive as designee of the respective holders in accordance with the tenor of the Policy payment therefore from BAM, (iii) segregate all such payments in the BAM Policy Payment Account to only be used to make scheduled payments of principal of and interest on the Senior Series A Bonds, and (iv) disburse the same to such holders.

The Trustee shall designate any portion of payment of principal on Senior Series A Bonds paid by BAM but not reimbursed in accordance with the terms hereof, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Senior Series A Bonds registered to the then current holder, whether OTC or its nominee or otherwise, and shall issue a replacement Senior Series A Bond to BAM, registered in the name directed by BAM, in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee's failure to so designate any payment or issue any replacement Senior Series A Bond shall have no effect on the amount of principal or interest payable by the Authority on any Senior Series A Bond or the subrogation or assignment rights of BAM.

Payments with respect to claims for interest on and principal of the Senior Series A Bonds disbursed by the Trustee from proceeds of the Policy but not reimbursed in accordance with the terms hereof shall not be considered to discharge the obligation of the Authority with respect to such Senior Series A Bonds, and BAM shall become the owner of such unpaid Senior Series A Bonds and claims for the interest in accordance

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with the tenor of the assignment made to it under the provisions of the preceding paragraphs or otherwise.

Irrespective of whether any such assignment is executed and delivered, the Authority, County and the Trustee agree for the benefit of BAM that:

a) They recognize that to the extent BAM makes payments directly or indirectly (e.g., by paying through the Trustee), on account of principal of or interest on the Senior Series A Bonds, BAM will be subrogated to the rights of such holders to receive the amount of such principal and interest from the Authority, with interest thereon, as provided and solely from the sources stated in the Security Documents and the Senior Series A Bonds; and

b) They will accordingly pay to BAM the amount of such principal and interest, with interest thereon as provided in the transaction documents and the Senior Series A Bonds, but only from the sources and in the manner provided therein for the payment of principal of and interest on the Senior Series A Bonds to holders, and will otherwise treat BAM as the owner of such rights to the amount of such principal and interest.

8) Additional Payments/Semi-Annual Payments. The Authority agrees unconditionally that it will pay or reimburse BAM on demand any and all reasonable charges, fees, costs, losses, liabilities and expenses that BAM may pay or incur, including, but not limited to, fees and expenses of BAM's agents, attorneys, accountants, consultants, appraisers and auditors and reasonable costs of investigations, in connection with the administration (including waivers and consents, if any), enforcement, defense, exercise or preservation of any rights and remedies in respect of the Security Documents ("Administrative Costs"). For purposes of the foregoing, costs and expenses shall include a reasonable allocation of compensation and overhead attributable to the time of employees of BAM spent in connection with the actions described in the preceding sentence. The Authority agrees that failure to pay any Administrative Costs on a timely basis will result in the accrual of interest on the unpaid amount at the Late Payment Rate, compounded semi-annually, from the date that payment is first due to BAM until the date BAM is paid in full.

Notwithstanding anything herein to the contrary, the Authority agrees to pay to BAM (i) a sum equal to the total of all amounts paid by BAM under the Policy ("BAM Policy Payment"); and (ii) interest on such BAM Policy Payments from the date paid by BAM until payment thereof in full by the Authority, payable to BAM at the Late Payment Rate per annum (collectively, "BAM Reimbursement Amounts") compounded semi-annually. The Authority hereby covenants and agrees that the BAM Reimbursement Amounts are secured by a lien on and pledge of the Revenues on a parity basis with debt service due on the Senior Series A Bonds and are payable as set forth in the Indenture.

In addition, for as long as any Senior Series A Bonds are Outstanding, the Authority agrees that it will pay BAM a semi-annual insurance payment (the "Semi-Annual Insurance Payment") from Revenues. The Semi-Annual Insurance Payment shall be paid to BAM on each October 1 and April 1 (or if such day is not a business day, the next succeeding business day, without interest) (each a "Semi-Annual Insurance Payment Date"), commencing with October 1, 2018 and shall be in an amount equal to

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0.075% of the principal amount of the Senior Series A Bonds Outstanding on such date (taking into account any Senior Series A Bond principal payments made on such date).

9) Series A Reserve Account. The prior written consent of BAM shall be a condition precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the Series A Reserve Account, if any. Amounts on deposit in the Series A Reserve Account shall be applied solely to the payment of debt service due on the Senior Series A Bonds.

10) Exercise of Rights by BAM. The rights granted to BAM under the Security Documents to request, consent to or direct any action are rights granted to BAM in consideration of its issuance of the Policy. Any exercise by BAM of such rights is merely an exercise of BAM's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the holders of the Senior Series A Bonds and such action does not evidence any position of BAM, affirmative or negative, as to whether the consent of the holders of the Senior Series A Bonds or any other person is required in addition to the consent of BAM.

11) BAM shall be entitled to pay principal or interest on the Senior Series A Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Authority (as such terms are defined in the Policy) and any amounts due on the Senior Series A Bonds as a result of acceleration of the maturity thereof in accordance with the Security Documents, whether or not BAM has received a claim upon the Policy.

12) If an event of default occurs under any agreement pursuant to which any Obligation of the Authority has been incurred or issued and that permits the holder of such Obligation or trustee to accelerate the Obligation or otherwise exercise rights or remedies that are adverse to the interest of the holders of the Senior Series A Bonds or BAM, as BAM may determine in its sole discretion, then an event of default shall be deemed to have occurred under this Indenture and the related Security Documents for which BAM or the Trustee, at the direction of BAM, shall be entitled to exercise all available remedies under the Security Documents, at law and in equity. For purposes of the foregoing, "Obligation" shall mean any bonds, loans, certificates, installment or lease payments or similar obligations that are payable and/or secured on a parity or subordinate basis to the Senior Series A Bonds.

13) Definitions.

Capitalized Terms used in this Exhibit C and not herein defined have the meanings given them in that certain Indenture of Trust, dated as of June 1, 2018, by and between the Placer County Public Financing Authority (the "Authority") and the Placer County Treasurer-Tax Collector, as trustee (the "Trustee").

"BAM" shall mean Build America Mutual Assurance Company, or any successor thereto.

"Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A., at its principal office in The City of New York, New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank, N.A.) plus 3%, and (ii) the then applicable

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highest rate of interest on the Senior Series A Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. In the event JPMorgan Chase Bank, N.A., ceases to announce its Prime Rate, the Prime Rate shall be the prime or base lending rate of such other bank, banking association or trust company as BAM, in its sole and absolute discretion, shall designate. Interest at the Late Payment Rate on any amount owing to BAM shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

"Policy" shall mean the Series A Bond Insurance Policy.

"Security Documents" shall mean the Indenture, any Supplemental Indenture, the 2018R Refunding Loan Agreement, and/or any additional or supplemental document executed in connection with the Senior Series A Bonds or the 2018R Refunding Loan.

"Semi-Annual Insurance Payment" shall mean 0.075% of the principal amount of the Senior Series A Bonds outstanding on each Semi-Annual Insurance Payment Date, taking into account principal payments of the Senior Series A Bonds made on such date.

"Semi-Annual Insurance Payment Date" shall mean October 1 and April 1 commencing October 1, 2018.

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EXHIBIT D

PROVISIONS RELATING TO SERIES A RESERVE POLICY AND SERIES A RESERVE INSURER

1) The Authority shall repay any draws under the Series A Reserve Policy and pay all related reasonable expenses incurred by BAM (the "Series A Reserve Insurer"). Interest shall accrue and be payable on such draws and expenses from the date of payment by the Series A Reserve Insurer at the Late Payment Rate. "Late Payment Rate" means the lesser of (A) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such changes are announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of interest on the Senior Series A Bonds, and (B) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such bank, banking association or trust company bank as the Series A Reserve Insurer in its sole and absolute discretion shall specify.

Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, the "Policy Costs") shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw.

Amounts in respect of Policy Costs paid to the Series A Reserve Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Series A Reserve Insurer on account of principal due, the coverage under the Series A Reserve Policy will be increased by a like amount, subject to the terms of the Series A Reserve Policy.

2) Draws under the Series A Reserve Policy may only be used to make payments on Senior Series A Bonds insured by the Series A Reserve Insurer.

3) If the Authority shall fail to pay any Policy Costs in accordance with the requirements of paragraph (1) above, the Series A Reserve Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under this Indenture other than (i) acceleration of the maturity of the Senior Series A Bonds, or (ii) remedies which would adversely affect owners of the Senior Series A Bonds.

4) This Indenture shall not be discharged until all Policy Costs owing to the Series A Reserve Insurer shall have been paid in full. The Authority's obligation to pay such amount shall expressly survive payment in full of the Senior Series A Bonds.

5) The Trustee shall ascertain the necessity for a claim upon the Series A Reserve Policy in accordance with the provisions of paragraph (1) hereof and provide notice

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to the Series A Reserve Insurer at least three business days prior to each date upon which interest or principal is due on the Senior Series A Bonds.

6) The Series A Reserve Policy shall expire on the earlier of the date the Senior Series A Bonds are no longer outstanding and the final maturity date of the Senior Series A Bonds.

Capitalized Terms used in this Exhibit D and not herein defined have the meanings given them in that certain Indenture of Trust, dated as of June 1, 2018, by and between the Placer County Public Financing Authority (the "Authority") and the Placer County Treasurer-Tax Collector, as trustee (the "Trustee").

7) For as long as any Senior Series A Bonds are Outstanding, the Authority agrees that it will pay BAM a semi-annual insurance payment (the "Semi-Annual Reserve Payment") from Revenues. The Semi-Annual Reserve Payment shall be paid to BAM on each October 1 and April 1 (or if such day is not a business day, the next succeeding business day, without interest), commencing on October 1, 2018 and shall be in an amount equal to 0.20% of the Policy Limit, as set forth in the Series A Reserve Policy.

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REFUNDING LIMITED OBLIGATION LOAN AGREEMENT (SERIES 2018R)

Dated as of June 1, 2018

by and among the

COUNTY OF PLACER,

PLACER COUNTY TREASURER-TAX COLLECTOR, as Trustee,

and the


$35,085,000

Relating to

Loan of $39,475,681.33 to the County of Placer

from the Proceeds of: $4,772,996.95

Execution Copy

Placer County Public Financing Authority Refunding

Revenue Bonds, Senior Series 2018A


Placer County Public Financing Authority Refunding

Revenue Bonds, Subordinate Series 20188


TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.01. Definitions ......................................................................................................... 7 Section 1.02. Rules of Construction ..................................................................................... 13

ARTICLE II THE LOAN; ESTABLISHMENT OF FUNDS; PARITY DEBT

Section 2.01. Authorization ................................................................................................... 14 Section 2.02. Terms of Loan ................................................................................................ 14 Section 2.03. Prepayment .................................................................................................... 14 Section 2.04. Application of Loan Proceeds ......................................................................... 16 Section 2.05. Reserved ........................................................................................................ 16 Section 2.06. Reserved ........................................................................................................ 16 Section 2.07. Parity Debt ...................................................................................................... 16 Section 2.08. Issuance of Subordinate Debt ........................................................................ 17 Section 2.09. Validity of Loan ............................................................................................... 18

ARTICLE Ill PLEDGE OF ASSESSMENTS; APPLICATION OF FUNDS

Section 3.01. Pledge of Assessments .................................................................................. 19 Section 3.02. Administrative Expense Fund ......................................................................... 19 Section 3.03. Redemption Fund ........................................................................................... 19 Section 3.04. Investment of Moneys; Valuation of lnvestments ........................................... 20 Section 3.05. Surplus Fund .................................................................................................. 21

ARTICLE IV OTHER COVENANTS OF THE COUNTY

Section 4.01. Punctual Payment .......................................................................................... 22 Section 4.02. Limitation on Superior Debt ............................................................................ 22 Section 4.03. Collection of Assessments ............................................................................. 22 Section 4.04. Foreclosure ..................................................................................................... 23 Section 4.05. Reserved ........................................................................................................ 23 Section 4.06. Extension of Time for Payment ...................................................................... 23 Section 4.07. Against Encumbrance .................................................................................... 23 Section 4.08. Books and Accounts ....................................................................................... 23 Section 4.09. Protection of Security and Rights of Owners .................................................. 24 Section 4.10. Compliance with Law; Completion of Authorized Improvements ................... 24 Section 4.11. Further Assurances ........................................................................................ 24 Section 4.12. Continued Existence of the Authority ............................................................. 24 Section 4.13. Continuing Disclosure ..................................................................................... 24 Section 4.14. Ongoing Interest Rates of Assessments ........................................................ 24 Section 4.15. Non-lmpairment .............................................................................................. 24

ARTICLE V EVENTS OF DEFAULT AND REMEDIES

Section 5.01. Events of Default; Remedies .......................................................................... 25

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Section 5.02. Application of Funds Upon Default ................................................................. 26 Section 5.03. No Waiver ....................................................................................................... 26 Section 5.04. Remedies Not Exclusive ................................................................................. 27

ARTICLE VI MISCELLANEOUS

Section 6.01. Benefits Limited to Parties .............................................................................. 28 Section 6.02. Successor is Deemed Included in All References to Predecessor ................ 28 Section 6.03. Discharge of Loan Agreement ........................................................................ 28 Section 6.04. Amendment .................................................................................................... 28 Section 6.05. Waiver of Personal Liability ............................................................................ 29 Section 6.06. Notices ............................................................................................................ 29 Section 6.07. Partial Invalidity .............................................................................................. 29 Section 6.08. Governing Law ............................................................................................... 29 Section 6.09. Execution in Counterparts .............................................................................. 29 Section 6.10. The Trustee .................................................................................................... 29 Section 6.11. Provisions Relating to the Series A Bond Insurance Policy and the Series

A Bond Insurer ............................................................................................... 30

EXHIBIT A: SEMI-ANNUAL INSTALLMENT PAYMENTS ON THE LOAN EXHIBIT B: PROVISIONS RELATING TO THE SERIES A BOND INSURANCE POLICY

AND THE SERIES A BOND INSURER

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REFUNDING LIMITED OBLIGATION LOAN AGREEMENT (SERIES 2018R)

THIS REFUNDING LIMITED OBLIGATION LOAN AGREEMENT (SERIES 2018R) (the "Loan Agreement") is dated as of June 1, 2018, by and among the COUNTY OF PLACER, a county duly organized and existing under the Constitution and laws of the State of California (the "County"), the PLACER COUNTY TREASURER-TAX COLLECTOR, as trustee (the "Trustee"), and the PLACER COUNTY PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority").

WI TN ES S E TH:

WHEREAS, the Authority is a joint powers authority duly organized and existing under that certain Joint Exercise of Powers Agreement (the "JPA Agreement"), dated May 9, 2006, by and between the County and the Placer County Redevelopment Agency (now the successor agency of the former Placer County Redevelopment Agency), and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and is authorized pursuant to Article 4 of the Act (the "Bond Law") to issue bonds for the purpose of making loans to local agencies, to the extent those local agencies are authorized by law to borrow moneys, when the loan proceeds will be used by the local agencies to pay for public capital improvements; and

WHEREAS, the County is authorized to borrow money under Sections 5898.22 and 5898.28 of Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code ("Chapter 29") to finance the installation of distributed generation renewable energy, energy efficiency and water efficiency improvements that are permanently fixed to real property (the "Authorized Improvements"), and the Authorized Improvements constitute "public capital improvements" as defined in the Act; and

WHEREAS, on December 8, 2009, the Board of Supervisors of the County (the "Board of Supervisors") adopted Resolution No. 2009-343, entitled "Resolution Declaring the County of Placer's Intention to Finance Distributed Generation Renewable Energy Sources, and Energy Efficiency Improvements and Water Efficiency Improvements Through the Use of Contractual Assessments Pursuant to Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code and Setting a Public Hearing Thereon" (the "Resolution of Intention"), to initiate proceedings under Chapter 29 to establish the "Placer money for Property Owner Water & Energy Efficiency Retrofitting Program" (the "Program"), pursuant to which the County will enter into contractual assessments to finance the installation of Authorized Improvements as described in the Resolution of Intention; and

WHEREAS, on January 26, 2010, after holding a duly noticed public hearing at which interested persons were allowed to object to or inquire about the proposed Program or any of its particulars, the Board of Supervisors adopted Resolution No. 2010-22, entitled "Resolution Confirming Report Relating to the Financing of the Installation of Distributed Generation Renewable Energy Sources, Energy Efficiency and Water Efficiency Improvements and Approving and Ordering Other Related Matters," (the "Resolution Confirming Program Report"), pursuant to which the Board of Supervisors, among other things, (i) confirmed and approved a report (the "Original Program Report") addressing all of the matters set forth in Section 5898.22 of Chapter 29, (ii) established the Program, and (iii) authorized execution of agreements

("Assessment Contracts") with the owners of property in the County (the "Program Area") to provide for the levy of contractual assessments to finance installation of Authorized Improvements; and


WHEREAS, on February 9, 2010, after holding a duly noticed public hearing, the Board of Supervisors adopted Resolution No. 2010-26, pursuant to which, among other things, it made certain findings, authorized the execution and delivery of a loan agreement for the purpose of borrowing money from the Authority to finance the installation of Authorized Improvements on participating parcels in the County and approved the issuance by the Authority of revenue bonds for the purpose of funding the loan (the "Initial Loan") to the County; and

WHEREAS, on February 9, 2010, the Governing Board of the Authority (the "Governing Board") adopted Resolution No. 2010-25, entitled "Resolution Authorizing The Issuance of Revenue Bonds, Approving An Indenture of Trust And A Loan Agreement, Authorizing The Sale Of Bonds, And Providing Other Matters Properly Relating Thereto," pursuant to which the Authority (i) determined to issue its Placer County Public Financing Authority Revenue Bonds (Placer mPOWER Program) (the "Initial Bonds") pursuant to Article 4 of the Act and an Indenture of Trust, dated as of June 1, 2010, by and between the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "Initial Indenture") for the purpose of providing moneys to fund the Initial Loan and (ii) provided that the Initial Bonds would be issued in an aggregate principal amount not to exceed $33 million (the "Initial Issuance Cap"); and

Judicial Validation

WHEREAS, under Code of Civil Procedure §860 et seq., the County and the Authority filed a judicial validation action in the Superior Court of the County of Placer entitled "ALL PERSONS INTERESTED IN THE MATTER of the mPOWER Placer Program, All Proceedings Relating Thereto and All Bonds, Contracts, Obligations or Evidences of Indebtedness Relating Thereto," Case No. SCV-26931, and, on November 19, 2010, the Superior Court entered a default judgment in favor of the County and the Authority; and


WHEREAS, the Authority made the Initial Loan to the County pursuant to a Limited Obligation Loan Agreement, dated as of June 1, 2010, as amended by Amendment No. 1 to Limited Obligation Loan Agreement, dated as of July 9, 2013, and Amendment No. 2 to Limited Obligation Loan Agreement, dated as of June 1, 2015 (as so amended, the "Initial Loan Agreement"), by and among the County, the Authority and the Placer County Treasurer-Tax Collector, as trustee; and

WHEREAS, the Authority funded the Initial Loan to the County with the proceeds of seven series of Initial Bonds; and


WHEREAS, on June 2, 2015, the Board of Supervisors adopted Resolution No. 2015-108, entitled "Authorizing the Execution and delivery of Refunding Loan Agreements and the Issuance of Refunding Bonds For the Purpose of Refinancing an Outstanding Loan Agreement that Financed the Installation of Distributed Generation Renewable Energy, Energy Efficiency

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and Water Efficiency Improvements that are Permanently Fixed to Real Property, and Providing Other Matters Property Relating Thereto," pursuant to which it approved (i) the refinancing of a portion of the Initial Loan (the portion of the Initial Loan not so refinanced, the "Remaining Initial Loan"), (ii) the redemption of the Initial Bonds, with the exception of that certain Placer County Public Financing Authority Revenue Bond, Series 14-15, No. 2 (mPOWER Placer Program), issued in the original principal amount of $654,673.21 (the "Remaining Initial Bond"), (iii) the establishment of two pools of participating parcels (one comprised of residential parcels with fewer than four units (hereinafter, "Residential Parcels") and one comprised of non-residential parcels and residential parcels with four or more units (hereinafter, "Non-Residential Parcels")), (iv) the execution and delivery of the 2015 Refunding Loan Agreements (as defined below) and (v) the issuance by the Authority of the 2015 Refunding Bonds (as defined below); and

WHEREAS, on June 2, 2015, the Governing Board of the Authority adopted Resolution No. 2015-107, entitled "Resolution Authorizing the Issuance of Refunding Revenue Bonds, Approving an Indenture of Trust and a Loan Agreement for each Series of Such Bonds, Authorizing the Sale of Such Bonds, and Providing Other Matters Properly Relating Thereto," pursuant to which it resolved to:

(a) issue the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015R-A (mPOWER Placer Program) (the "Series 2015R-A Bonds") and the Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 2015R-B (mPOWER Placer Program) (the "Subordinate Series 2015R-B Bonds", and together with the Series 2015R-A Bonds, the "Series 2015R-A/R-B Bonds") pursuant to an indenture of trust dated as of June 1, 2015, between the Authority and the Placer County Treasurer-Tax Collector, as Trustee (the "Series 2015R-A/R-B Indenture"),

(b) use the proceeds of the Series 2015R-A/R-B Bonds to fund a loan (the "Series 2015R-A/R-B Loan") payable from contractual assessments levied in the Program Area on Residential Parcels, which Series 2015R-A/R-B Loan was made pursuant to a loan agreement dated as of June 1, 2015, between the Authority, the County and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015RA/R-B Loan Agreement"),

(c) issue the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015R-C (mPOWER Placer Program)(the "Series 2015R-C Bonds") pursuant to an indenture of trust dated as of June 1, 2015, between the Authority and the Placer County Treasurer-Tax Collector, as Trustee (the "Series 2015R-C Indenture"),

(d) use the proceeds of the Series 2015R-C Bonds to fund a loan (the "Series 2015R-C Loan") payable from contractual assessments levied in the Program Area on Residential Parcels, which Series 2015R-C Loan was made pursuant to a loan agreement dated as of June 1, 2015, between the Authority, the County and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015R-C Loan Agreement"),

(e) issue the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015NR-A (mPOWER Placer Program)(the "Series 2015NR-A Bonds", and together with the Series 2015R-A/R-B Bonds and the Series 2015R-C Bonds, the "2015 Refunding Bonds") pursuant to an indenture of trust dated as of June 1, 2015, between the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015NR-A Indenture") and

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(f) use the proceeds of the Series 2015NR-A Bonds to fund a loan (the "Series 2015NR-A Loan", and together with the Series 2015R-A/R-B Loan and the Series 2015R-C Loan, the "2015 Refunding Loans") payable from contractual assessments levied in the Program Area on Non-Residential Parcels, which Series 2015NR-A Loan was issued pursuant to a loan agreement dated as of June 1, 2015, between the Authority, the County and the Placer County Treasurer-Tax Collector, as trustee (the "Series 2015NR-A Loan Agreement", and together with the Series 2015RA/R-B Loan Agreement and the 2015R-C Loan Agreement, the "2015 Refunding Loan Agreements").

WHEREAS, the County was authorized to incur the 2015 Refunding Loans pursuant to Articles 10 (commencing with Section 53570) and 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code; and


WHEREAS, on June 16, 2015, the Board of Supervisors adopted Resolution No. 2015-126, pursuant to which it (i) determined there was sufficient demand for financing from the Program in excess of the Initial Issuance Cap of $33 million and approved an amendment of the Original Program Report to increase the maximum aggregate dollar amount of voluntary contractual assessments to $100 million (the Original Program Report as so amended, and as amended further from time to time, the "Program Report"), (ii) approved the issuance by the Authority of the Placer County Public Financing Authority Revenue Bonds (Placer mPOWER Program), in an aggregate principal amount not to exceed $67 million and (iii) approved the execution and delivery of one or more limited obligation loan agreements for the purpose of incurring one or more loans, as described below, in an aggregate amount not to exceed $67 million, the proceeds of which the County would use to finance the installation of Authorized Improvements on participating parcels; and

WHEREAS, on June 16, 2015, the Governing Board of the Authority adopted Resolution No. 2015-128, entitled "Resolution Authorizing the Issuance of One or More Series of Revenue Bonds, Approving the Indenture of Trust and Loan Agreement Related to Such Bonds, Authorizing the Sale of Such Bonds, and Providing Other Matters Properly Relating Thereto", pursuant to which it:


(b) authorized the execution of the Limited Obligation Loan Agreement (R Draw Down), dated as of June 1, 2015, between the County, the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "2015 R New Money Loan Agreement"), pursuant to which the Authority made a draw down loan to the County (the "2015 R New Money Loan"), which 2015 R New Money Loan was funded with the proceeds of the Series R New Money Bonds (as defined below) and is payable from contractual assessments levied in the Program Area on Residential Parcels,

(c) authorized the execution of an indenture of trust dated as of June 1, 2015, between the Authority and the Placer County Treasurer-Tax Collector, as

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trustee (the "2015 Series R New Money Indenture"), under which the Authority has issued:




(d) authorized the execution of the Limited Obligation Loan Agreement (NR Draw Down), dated as of June 1, 2015, between the County, the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "2015 NR New Money Loan Agreement"), pursuant to which the Authority made a draw down loan to the County (the "2015 NR New Money Loan", and together with the 2015 R New Money Loan, the "2015 New Money Loans"), which 2015 NR New Money Loan was funded with the proceeds of the Series NR New Money Bonds (as defined below) and is payable from contractual assessments levied in the Program Area on Non-Residential Parcels,

(e) authorized the execution of an indenture of trust dated as of June 1, 2015, between the Authority and the Placer County Treasurer-Tax Collector, as trustee (the "2015 Series NR New Money Indenture"), under which the Authority has issued:




2018 Refinancing

WHEREAS, the County wishes to refinance the Remaining Initial Loan, the Series 2015R-C Loan and a portion of the 2015 R New Money Loan (collectively, the "Subject Loans"), and to cause a redemption of the following bonds:




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(d) the Series R 2016-17 New Money Bond, and


WHEREAS, in order to refinance the Subject Loans and cause a redemption of the Subject Bonds, the County has determined it must enter into a limited obligation loan agreement with the Authority (the "2018R Refunding Loan Agreement" or the "Loan Agreement") and incur a loan (the "2018R Refunding Loan" or the "Loan") to be payable from contractual assessments levied in the Program Area on Residential Parcels, which 2018R Refunding Loan will be funded with the proceeds of two series of bonds issued by the Authority: (i) the Placer County Public Financing Authority Refunding Revenue Bonds, Senior Series 2018A (mPOWER Placer Program) (Green Bonds) (Federally Taxable) (the "Senior Series A Bonds") and (ii) the Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 20188 (mPOWER Placer Program) (Green Bonds) (Federally Taxable) (the "Subordinate Series B Bonds", and together with the Senior Series A Bonds, the "2018 Refunding Bonds"); and

WHEREAS, in order to provide ongoing financing for the installation of Authorized Improvements, the County may enter into additional loan agreements with the Authority in the future; and

WHEREAS, the County is authorized to incur the 2018R Refunding Loan pursuant to Chapter 29 and Articles 10 (commencing with Section 53570) and 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code; and

WHEREAS, the Authority is authorized pursuant to Article 4 of the Act to issue bonds for the purpose of making loans to local agencies, to the extent those local agencies are authorized by law to borrow moneys, when the loan proceeds will be used by the local agencies to pay for public capital improvements; and

WHEREAS, as a condition precedent to the issuance of the 2018 Refunding Bonds by the Authority, Section 6586.5 of the California Government Code requires that the County approve the proposed issuance of the 2018 Refunding Bonds by the Authority, and that the County make certain findings with respect to such issuance of the 2018 Refunding Bonds, and Section 6586.5 further requires that such approval be given and findings be made only after noticed public hearings thereon; and

WHEREAS, the County has given such required notice, held such public hearing and made the required findings, and the Governing Board has duly considered the transactions described above and has approved such transactions as being in the public interest and

WHEREAS, all acts and proceedings required by law necessary to make this Loan Agreement, when executed by the County, the Trustee and the Authority, the valid, binding and legal obligation of the County and to constitute this Loan Agreement 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 Loan Agreement have been in all respects duly authorized.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto do hereby agree as follows:

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ARTICLE I

DEFINITIONS

Section 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Loan Agreement shall have the respective meanings which such terms have in the Indenture. In addition, the following terms defined in this Section 1.01 shall, for all purposes of this Loan Agreement, have the respective meanings herein specified.

"Administrative Expense Component" means the component of each Assessment installment that is designated for the payment of Administrative Expenses.

"Administrative Expense Fund" means the fund designated "County of Placer (mPOWER Program Series 2018R Refunding Loan Agreement), Administrative Expense Fund," established and administered pursuant to Section 3.02.

"Administrative Expenses" means costs directly related to the administration of the Program, as determined by the County in its sole discretion, including but not limited to: Costs of Issuance; the actual costs of preparing the annual Assessment installment collection schedules (whether by an employee of the County or a consultant or both) and the actual costs of collecting the Assessment installments (whether by the County or otherwise); the actual costs of remitting the Assessment installments to the Trustee and the trustee for any Parity Debt; actual costs of the Trustee (including its legal counsel) in the discharge of its duties under the Indenture and the Loan Agreement and the actual costs of any trustee (including its legal counsel) in the discharge of its duties relating to any Parity Debt; the actual costs of the Authority, the County or their designee of complying with the disclosure provisions of the Act, the Bond Law, Chapter 29, federal securities laws, the Loan Agreement and the Indenture, including those related to public inquiries regarding the Assessments and disclosures to Owners of the 2018 Refunding Bonds; the actual costs of the County or its designee related to an appeal or challenge of the Assessment; any amounts required to be rebated to the federal government; an allocable share of the salaries of the County staff directly related to the foregoing and a proportionate amount of County general administrative overhead related thereto. Administrative Expenses shall also include amounts advanced by the County for any administrative purpose relating to the Program, including costs related to prepayments of Assessments and the costs of prosecuting foreclosure of delinquent Assessment installments.

"Assessment" or "Assessments" means the unpaid contractual assessment(s) levied on the Participating Parcel(s) pursuant to an Assessment Contract(s), but does not include either (i) penalties or (ii) interest on delinquent contractual assessments in excess of the interest rate of the 2018 Refunding Bonds.

"Assessment Contract" means a contract between the County and the owner of a Participating Parcel pursuant to which the owner agrees to pay Assessments and the Authority agrees to finance the installation of Authorized Improvements on the Participating Parcel.

"Auditor" means the auditor/controller or tax collector of the County, or such other official of the County who is responsible for preparing real property tax bills.

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"Authorized Improvements" means the distributed generation renewable energy, energy efficiency and water efficiency improvements to be installed on the Participating Parcels pursuant to the Assessment Contacts.

"Authorized Officer" means with respect to the County, the Chairman, the County Executive Officer, or the Treasurer-Tax Collector or any other officer of the County duly authorized in writing by a Certificate of the County.

"Bond Year" means each twelve-month period extending from October 2 in one calendar year to October 1 of the succeeding calendar year, both dates inclusive, except that the first Bond Year shall begin on the Closing Date, and end on the succeeding October 1.

"Certificate of the County" means a certificate in writing signed by an Authorized Officer of the County.

"Chapter 29" means Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code.

"Closing Date" means the date or delivery of the 2018 Refunding Bonds to the Original Purchasers.

"Continuing Disclosure Certificate" means the Continuing Disclosure Certificate which is executed and delivered by the County on the Closing Date.

"Costs of Issuance" means all expenses incurred in connection with the authorization, issuance, sale and delivery of the 2018 Refunding Bonds and the application of the proceeds of the Loan pursuant to the Loan Agreement, including compensation, fees and expenses (including, but not limited to fees and expenses for legal counsel) of the Authority, the County and the Trustee, compensation to any financial consultants or underwriters, legal fees and expenses, costs of continuing disclosure and recording costs, rating agency fees, bond insurance and surety bond premiums, costs of preparation and reproduction of documents and costs of printing.

"County" means the County of Placer, a county duly organized and existing under the Constitution and laws of the State of California.

"County Counsel" means the County Counsel of the County.

"Debt Service" means for any Bond Year, (a) the interest payable on the Loan to be outstanding in such Bond Year, assuming that principal thereof is paid as scheduled, and (b) the amount of principal payable on the Loan to be outstanding in such Bond Year.

"Event of Default" means any of the events described in Section 5.01.

"Federal Securities" has the meaning given that term in the Indenture.

"Fiscal Year" means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelvemonth period selected and designated by the County as its official fiscal year period.

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"Indenture" means the Indenture of Trust, dated as of June 1, 2018, between the Authority and the Trustee, relating to the 2018 Refunding Bonds.

"Initial Bonds" has the meaning given that term in the Recitals.

"Initial Indenture" has the meaning given that term in the Recitals.

"Initial Loan Agreement" has the meaning given that term in the Recitals.

"Initial Loans" has the meaning given that term in the Recitals.

"Interest Account" means the account within the Redemption Fund and designated "County of Placer (mPOWER Program Series 2018R Refunding Loan Agreement), Interest Account," established and administered under Section 3.03 hereof.

"Interest Payment Date" means April 1 and October 1 of each year that any Bonds are outstanding commencing on the date identified in a Bond, being the respective dates upon which interest and/or principal are payable on the 2018 Refunding Bonds.

"Loan" means the 2018R Refunding Loan (as defined in the Recitals) made by the Authority to the County pursuant to Section 2.01.

"Loan Agreement" means the 2018R Refunding Loan Agreement (as defined in the Recitals) by and among the County, the Trustee and the Authority, as originally entered into or as amended or supplemented pursuant to the provisions hereof.

"Loan Payment Date" means March 2 and September 2 of each year that the Loan is outstanding, being the respective dates upon which interest and/or principal are payable on the Loan.

"Parity Debt" means (i) the Series 2015R-A/R-B Loan, (ii) the Series 2015 R New Money Loan and (iii) any bonds, notes, loans, advances or other indebtedness issued or incurred by the County on a parity with the Loan pursuant to Section 2.07 hereof.

"Parity Debt Instrument" means (i) the Series 2015R-A/R-B Loan Agreement, (ii) the 2015 R New Money Loan Agreement and (iii) the resolution, trust indenture, loan agreement or installment sale agreement adopted, entered into or executed and delivered by the County, and under which Parity Debt is issued.

"Participating Parcels" means the parcels within the County that have been designated as participating parcels by the County and that, on the date of execution of the related Assessment Contract, are Residential Parcels.

"Permitted Investments" has the meaning given that term in the Indenture.

"Prepayment Account" means the account within the Redemption Fund and designated "County of Placer (mPOWER Program Series 2018R Refunding Loan Agreement), Prepayment Account," established and administered under Section 3.03 hereof.

"Prepayments" means prepayments of Assessments received by the County, less any administrative fees or penalties collected as part of any such prepayment of Assessments.

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"Principal Account" means the account within the Redemption Fund and designated "County of Placer (mPOWER Program Series 2018R Refunding Loan Agreement), Principal Account," established and administered under Section 3.03 hereof.

"Program" means the "Placer money for Property Owner Water and Energy Efficiency Retrofitting Program" established pursuant to the Resolution Confirming Program Report.

"Program Area" means the area within the boundaries of the County, as shown in the Program Report.

"Program Report" means the AB 811 Program Report and Administrative Guidelines, approved by the Board of Supervisors pursuant to the Resolution Confirming Program Report, as amended from time to time.

"Redemption Fund" means the fund designated "County of Placer (mPOWER Program Series 2018R Refunding Loan Agreement), Redemption Fund," established and administered under Section 3.03 hereof.

"Remaining Initial Bond" means the Placer County Public Financing Authority Revenue Bond, Series 14-15, No. 2 (mPOWER Placer Program).

"Remaining Initial Loan" has the meaning given that term in the Recitals.

"Request of the County" means a request in writing signed by an Authorized Officer.

"Residential Parcels" has the meaning given that term in the Recitals.

"Resolution Confirming Program Report" means Resolution No. 2010-22, adopted by the Board of Supervisors on January 26, 2010 and any resolutions approving amendments to the Program Report.

"Resolution of Intention" means Resolution No. 2009-343 adopted by the Board of Supervisors on December 8, 2009.

"Senior Series A Bonds" means the Placer County Public Financing Authority Refunding Revenue Bonds, Senior Series 2018A (mPOWER Placer Program) (Green Bonds) (Federally Taxable).

"Series A Bond Insurance Policy" means the policy of municipal bond insurance issued by the Series A Bond Insurer which insures the payment when due of principal of and interest on the Senior Series A Bonds.

"Series A Bond Insurer" means Build America Mutual Assurance Company, its successors and assigns, as issuer of the Series A Bond Insurance Policy.

"Series A Reserve Insurer" means Build America Mutual Assurance Company, its successors and assigns, as issuer of the Series A Reserve Policy.

"Series A Reserve Policy" means the municipal bond debt service reserve insurance policy relating to the Senior Series A Bonds issued by the Series A Reserve Insurer.

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"Series NR New Money Bonds" means, collectively, the Series NR 2015-16 New Money Bond, the Series NR 2016-17 New Money Bond and the Series NR 2017-18 New Money Bond.

"Series NR 2015-16 New Money Bond" means the Placer County Public Financing Authority Revenue Bonds, Series NR 2015-16, No. 1.

"Series NR 2016-17 New Money Bond" means the Placer County Public Financing Authority Revenue Bonds, Series NR-2016-17 A.

"Series NR 2017-18 New Money Bond" means the Placer County Public Financing Authority Revenue Bonds, Series NR-2017-18 A.

"Series R New Money Bonds" means, collectively the Series R 2015-16 New Money Bond, the Series R 2016-17 New Money Bond and the Series R 2017-18 New Money Bond.

"Series R 2015-16 New Money Bond" means the Placer County Public Financing Authority Revenue Bonds, Series R 2015-16, No. 1.

"Series R 2016-17 New Money Bond" means the Placer County Public Financing Authority Revenue Bonds, Series R-2016-17 A.

"Series R 2017-18 New Money Bond" means the Placer County Public Financing Authority Revenue Bonds, Series R-2017-18 A.

"Series 2015NR-A Bonds" means the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015NR-A (mPOWER Placer Program).

"Series 2015NR-A Indenture" has the meaning given that term in the Recitals.

"Series 2015NR-A Loan Agreement" has the meaning given that term in the Recitals.

"Series 2015NR-A Loan" has the meaning given that term in the Recitals.

"Series 2015R-A Bonds" means the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015R-A (mPOWER Placer Program).

"Series 2015R-A/R-B Indenture" has the meaning given that term in the Recitals.

"Series 2015R-A/R-B Loan Agreement" has the meaning given that term in the Recitals.

"Series 2015R-A/R-B Loan" has the meaning given that term in the Recitals.

"Series 2015R-C Bonds" means the Placer County Public Financing Authority Refunding Revenue Bonds, Series 2015R-C (mPOWER Placer Program).

"Series 2015R-C Indenture" has the meaning given that term in the Recitals.

"Series 2015R-C Loan Agreement" has the meaning given that term in the Recitals.

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"Series 2015R-C Loan" has the meaning given that term in the Recitals.

"Subject Bonds" has the meaning given that term in the Recitals.

"Subject Loans" has the meaning given that term in the Recitals.

"Subordinate Debt" means any loans, advances or indebtedness issued or incurred by the County pursuant to Section 2.08, which are either: (a) payable from, but not secured by a pledge of or lien upon, the Assessments; or (b) secured by a pledge of or lien upon the Assessments which is subordinate to the pledge of and lien upon the Assessments hereunder for the security of the Loan.

"Subordinate Series 2015R-B Bonds" has the meaning given that term in the Recitals.

"Subordinate Series B Bonds" means the Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 20188 (mPOWER Placer Program) (Green Bonds) (Federally Taxable).

"Surplus Fund" means the fund designated "County of Placer (mPOWER Program Series 2018R Refunding Loan Agreement), Surplus Fund" established and administered under Section 3.05.

"Trustee" means the Placer County Treasurer-Tax Collector, and any successor trustee under the Indenture.

"1915 Act" means the Improvement Bond Act of 1915, as amended, being Division 10 of the California Streets and Highways Code.

"2015 New Money Loans" means, collectively, the 2015 NR New Money Loan and the 2015 R New Money Loan.

"2015 Refunding Loans" means, collectively, the Series 2015R-A/R-B Loan, the Series 2015R-C Loan and the Series 2015NR-A Loan.

"2015 Refunding Loan Agreements" means, collectively, the Series 2015R-A/R-B Loan Agreement, the Series 2015R-C Loan Agreement and the Series 2015NR-A Loan Agreement.

"2015 NR New Money Loan" has the meaning given that term in the Recitals.

"2015 NR New Money Loan Agreement" means the Limited Obligation Loan Agreement (NR Draw Down), dated as of June 1, 2015, between the County, the Authority and the Placer County Treasurer-Tax Collector, as trustee.

"2015 R New Money Loan" has the meaning given that term in the Recitals.

"2015 R New Money Loan Agreement" means the Limited Obligation Loan Agreement (R Draw Down), dated as of June 1, 2015, between the County, the Authority and the Placer County Treasurer-Tax Collector, as trustee.

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"2015 Series NR New Money Indenture" has the meaning given that term in the Recitals.

"2015 Series R New Money Indenture" has the meaning given that term in the Recitals.

"2018 Refunding Bonds" means, collectively, the Senior Series A Bonds and the Subordinate Series B Bonds.

Section 1.02. Rules of Construction. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Loan Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or subdivision hereof.

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ARTICLE II

THE LOAN; ESTABLISHMENT OF FUNDS; PARITY DEBT

Section 2.01. Authorization.

(a) The Authority hereby agrees, under and subject to the terms of this Loan Agreement, the Bond Law and Chapter 29, to lend $39,475,681.33 to the County from the proceeds of sale of the 2018 Refunding Bonds.

(b) This Loan Agreement constitutes a continuing agreement with the Authority to secure the full and final payment of the Loan, subject to the covenants, agreements, provisions and conditions herein contained.

Section 2.02. Terms of Loan. The principal of the Loan shall be payable in installments no later than the fifth (5th) Business Day prior to each Loan Payment Date on which the principal of the Loan shall be payable in each of the years and in the amounts, and interest on the Loan shall be payable in installments no later than the fifth (5th) Business Day prior to each Loan Payment Date in each of the years and in the amounts, as set forth in Exhibit A.

The installment payments shall be paid to the Trustee for the benefit of the owners of the 2018 Refunding Bonds and shall be Revenues under the Indenture.

In the event principal of the Loan shall be prepaid in part pursuant to Section 2.03 hereof or discharged in part pursuant to Section 6.03 hereof, the County shall deliver a Certificate of the County to the Authority and the Trustee designating which semi-annual installment payments set forth on Exhibit A are being prepaid or discharged.

Interest on each installment of principal of the Loan has been calculated on the basis of a 360-day year of twelve 30-day months, and shall accrue on each installment of principal from and including the Closing Date to but not including the Loan Payment Date with respect to which such installment of principal is payable. Any installment of principal or interest which is not paid when due shall continue to accrue interest at the interest rate set forth on Exhibit A hereto from and including the Loan Payment Date with respect to which such principal or interest is payable to but not including the date of actual payment.

Principal of and interest on the Loan shall be payable by the County to the Trustee, as assignee of the Authority under the Indenture, in immediately available funds which constitute lawful money of the United States of America. Payment of such principal and interest shall be secured, and amounts for the payment thereof shall be deposited with the Trustee at the times, as set forth in Article Ill.

Notwithstanding anything herein or in the Indenture to the contrary, amounts paid by the Series A Bond Insurer under the Series A Bond Insurance Policy or by the Series A Reserve Insurer under the Series A Reserve Policy do not relieve the County from its obligations hereunder to pay the principal of or interest on the Loan when due.

Section 2.03. Prepayment.

(a) The principal portion of the Loan is subject to optional prepayment (other than from Prepayments) in whole or in part, on any Interest Payment Date specified in the Indenture

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for prepayment of the 2018 Refunding Bonds, at the premium specified in the Indenture, plus interest accrued to the prepayment date, upon the provision of 30 days' prior written notice to the Trustee. In connection with an optional prepayment, the County shall transfer to the Trustee all amounts required for such prepayment in accordance with the requirements of Section 2.02(a) of the Indenture.

(b) The principal portion of the Loan, without premium, plus interest accrued to the prepayment date, is subject to mandatory prepayment from amounts received by the County as Prepayments; provided, however, that the following rules shall apply:

(i) If a Prepayment of an Assessment that was originally financed by a loan other than the Loan (a "Prepayment Base Loan") is received, such Prepayment shall be applied to the principal portion of the Prepayment Base Loan, without premium, plus interest accrued to the prepayment date.

(ii) If a Prepayment of an Assessment that was originally financed by a Prepayment Base Loan is received and the Prepayment Base Loan has, as of the prepayment date, been refinanced, such Prepayment shall be applied to the principal portion of the loan that refinanced the Prepayment Base Loan (the "Refinancing Loan"), without premium, plus interest accrued to the prepayment date.

(iii) If a Prepayment of an Assessment that was originally financed by a Prepayment Base Loan is received and neither the Prepayment Base Loan nor the Refinancing Loan is, as of the prepayment date, outstanding, such Prepayment shall be applied on a pro rata basis to the principal portion of the Loan or any Parity Debt, without premium, plus interest accrued to the prepayment date.

(iv) Notwithstanding the rules set forth in the preceding clauses (i)-(iii), if a Prepayment of an Assessment that was originally financed or refinanced by the Series 2015R-C Loan or the Series 2015R-A/R-B Loan (an "R-C/R-A/R-B Prepayment" or collectively, the "R-C/R-A/R-B Prepayments") is received, such R-C/R-A/R-B Prepayment shall be applied first, to the principal portion of the Loan, without premium, plus interest accrued to the prepayment date, until such time as the portion of the Loan that refinanced the Series 2015R-C Loan has been fully paid, and second, to the principal portion of the Series R-A/R-B Loan, without premium, plus interest accrued to the prepayment date, until such time as the Series R-A/R-B Loan has been fully paid and discharged. To the extent required by a written agreement between the County and the owner of the Series 2015R-A Bonds, such prepayments of the Series 2015R-A/R-B Loan shall be applied first, to redeem the Subordinate Series 2015R-B Bonds, and second, to redeem the Series 2015R-A Bonds.

(v) Notwithstanding the rules set forth in the preceding clauses (i)-(iv), the County shall apply the Prepayments, including the R-C/R-A/R-B Prepayments, to the principal amount of the Loan or any outstanding Parity Debt so as to ensure that, for each succeeding Bond Year, the scheduled Assessment installments will equal or exceed the scheduled debt service on the Loan, all outstanding Parity Debt, and any bonds payable from the Loan and all outstanding Parity Debt.

(c) In the event that a portion of the principal of the Loan has been prepaid by the County pursuant to this Section, the County shall deliver a Certificate of the County to the

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Authority and the Trustee designating which semi-annual installment payments set forth on Exhibit A are being prepaid.

Section 2.04. Application of Loan Proceeds.

Upon issuance of the 2018 Refunding Bonds, the Authority shall use a portion of the proceeds of the 2018 Refunding Bonds to (1) acquire the Loan by loaning $39,475,681.33 to the County at par and (2) transfer $33,701.71 to the County to fund capitalized interest on the Loan, which amount shall upon receipt be deposited in the Interest Account established hereunder together with an additional $0.03 of available moneys contributed by the County, for a total deposit to the Interest Account of $33,701.74.

The County shall subsequently transfer a total of $39,923,609.31, comprised of the full amount of the Loan ($39,475,681.33) and an additional $447,927.98 of available moneys, to the Placer County Treasurer-Tax Collector, in its capacity as trustee for the Subject Bonds, to pay and prepay the Subject Loans on June 28, 2018 and, as a result, to cause a redemption of the Subject Bonds on the Closing Date.

Section 2.05. Reserved.


Section 2.07. Parity Debt. In addition to this Loan, the Series 2015R-A/R-B Loan and the Series 2015 R New Money Loan (which is subject to increase in amount as set forth in the 2015 R New Money Loan Agreement), the County may issue or incur Parity Debt in such principal amount as shall be determined by the County, subject to the following specific conditions which are hereby made conditions precedent to the issuance and delivery of such Parity Debt:

(a) Compliance. The County will be in compliance with all covenants set forth in the Loan Agreement and any outstanding Parity Debt Instruments, and issuance of the Parity Debt will not cause the County to exceed any bonded indebtedness limit established for the Program.

(b) Same Payment Dates. The Parity Debt Instrument providing for the issuance of such Parity Debt will provide that interest thereon will be payable on the Interest Payment Dates, and principal thereof will be payable on the same date in any year in which principal is payable on the Loan.

(c) Separate Funds. The Parity Debt Instrument providing for the issuance of such Parity Debt may provide for the establishment of separate funds and accounts.

(d) Value. For each Participating Parcel the installation of Authorized Improvements on which will be financed as a result of issuance of the Parity Debt, the value of such parcel, which the County shall calculate in accordance with the Program Report, shall meet the criteria set forth in the section of the Program Report entitled "Program Requirements," except that in no event shall the principal amount of an Assessment exceed 10% of the value of such parcel plus the value of the Authorized Improvements being financed.

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(e) Coverage. The total Assessment installments payable under existing Assessment Contracts shall be at least 100% of (a) the cumulative Debt Service on the unpaid Loan, the cumulative debt service on any outstanding Parity Debt and cumulative debt service on the proposed Parity Debt through the final maturity date of the Loan, any outstanding Parity Debt and the proposed Parity Debt plus (b) the total anticipated Administrative Expenses through the final maturity date of the Loan, any outstanding Parity Debt and the proposed Parity Debt.

(f) Assessment Contracts. With respect to each Participating Parcel the installation of Authorized Improvements on which will be financed as a result of issuance of the Parity Debt, (i) the County shall have accepted the related application for Program funding before June 30, 2018, (ii) the County and the owner of the Participating Parcel shall have executed an Assessment Contract and (iii) the County shall have recorded in the real property records of the County a Notice of Assessment and a Payment of Contractual Assessment Required to the extent and in the form required by Chapter 29.

(g) Certificate. The County will deliver to the Trustee a Certificate of the County certifying that the conditions precedent to the issuance of such Parity Debt set forth in subsections (a), (b), (d), (e) and (f) of this Section 2.07 have been satisfied; provided, however, that no such Certificate shall be required in connection with the increase in principal amount of outstanding Parity Debt in accordance with the terms of the Parity Debt Instrument as long as the conditions precedent set forth in subsections (a), (b), (d), (e) and (f) of this Section 2.07 have been met.

(h) Opinion of Bond Counsel. In connection with its execution and delivery of a Parity Debt Instrument, the County will deliver an opinion of Bond Counsel substantially to the effect that (a) the County has the right and power under Chapter 29 and the 1915 Act (as applicable) to execute and deliver the Parity Debt Instrument, and the Parity Debt Instrument has been duly and lawfully executed and delivered by the County, is in full force and effect and is valid and binding upon the County and enforceable in accordance with its terms (except as enforcement may be limited by bankruptcy, moratorium, insolvency, reorganization, fraudulent conveyance and other similar laws relating to the enforcement of creditor's rights), (b) such Parity Debt is a valid and binding limited obligation of the County, enforceable in accordance with the terms thereof (except as enforcement may be limited by bankruptcy, moratorium, insolvency, reorganization, fraudulent conveyance and other similar laws relating to the enforcement of creditor's rights) and the terms of the Parity Debt Instrument, Chapter 29 and the 1915 Act (as applicable), and (c) such Parity Debt has been duly and validly authorized and issued in accordance with Chapter 29, the 1915 Act (as applicable) and this Loan Agreement.

Notwithstanding the foregoing, at any time and from time to time, the County may issue Parity Debt to refund the Loan or any outstanding Parity Debt so as to reduce the aggregate debt service on the Loan and any outstanding Parity Debt (including the Parity Debt to be issued) without the need to satisfy the requirements of clauses (d) or (e) above, and, in connection therewith, the Certificate of the County in clause (f) above need not make reference to said clauses (d) and (e).

Section 2.08. Issuance of Subordinate Debt. The County may issue or incur Subordinate Debt payable from Assessments, provided that the issuance of such Subordinate Debt shall not cause the County to exceed any applicable bonded indebtedness limitation.

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Section 2.09. Validity of Loan. The validity of the Loan shall not be dependent upon the completion of any Authorized Improvements on the Participating Parcels.

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ARTICLE Ill

PLEDGE OF ASSESSMENTS; APPLICATION OF FUNDS

Section 3.01. Pledge of Assessments.

The Loan is secured by a first pledge (which pledge will be effected in the manner and to the extent herein provided) of all of the Assessments (except the Administrative Expense Component) and all moneys deposited in the Redemption Fund (including the Prepayment Account therein). The pledge of Assessments is on a parity with the pledge of such Assessments to any Parity Debt.

The Assessments and all moneys deposited into the Redemption Fund (except as otherwise provided herein) are hereby dedicated to (i) the payment of Administrative Expenses, but only to the extent of amounts deposited into the Administrative Expense Fund pursuant to Section 4.03 and (ii) the payment of the Loan until the Loan has been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Article VI hereof.

The Loan is payable solely from and secured solely by the Assessments and the amounts in the Redemption Fund. Notwithstanding any other provision of this Loan Agreement, the County is not obligated to advance available surplus funds from the County treasury to cure any deficiency in the Redemption Fund; provided, however, the County is not prevented, in its sole discretion, from so advancing funds.

Section 3.02. Administrative Expense Fund.

(a) Establishment of Administrative Expense Fund. The Administrative Expense Fund is hereby established as a separate and segregated fund to be held by the County, to the credit of which deposits will be made as required by Section 4.03 and as otherwise required by the Loan Agreement. Moneys in the Administrative Expense Fund shall be disbursed as provided below. To the extent that the County has previously established an Administrative Expense Fund, such Administrative Expense Fund shall constitute the Administrative Expense Fund described in this Section.

(b) Disbursement. Amounts in the Administrative Expense Fund shall be used by the County to pay Administrative Expenses.

(c) Closing the Administrative Expense Fund. The County shall close the Administrative Expense Fund following the final payment on the Loan and payment of all amounts payable from the Administrative Expense Fund.

Section 3.03. Redemption Fund. There is hereby established a separate and segregated fund to be known as the "Redemption Fund", which shall be held by the Trustee hereunder in trust. Moneys in the Redemption Fund shall be used to pay debt service on the Loan only.

(a) Deposits into the Redemption Fund. Amounts shall be deposited into the Redemption Fund as required by Section 4.03 of this Loan Agreement and as otherwise required by this Loan Agreement. Moneys in the Redemption Fund will be held by the Trustee

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for the benefit of the County. The Redemption Fund shall remain open as long as the Loan remains outstanding.

Within the Redemption Fund there is hereby established the Prepayment Account, which will be used exclusively for the administration of any Prepayments pursuant to this Loan Agreement to assure the timely redemption of the Loan. If all of the Assessments are paid in full, the Prepayment Account will be closed.

(b) Disbursements. Moneys in the Redemption Fund shall be deposited by the Trustee into the following accounts within the Redemption Fund at the following times in the following order of priority:

(i) Interest Account. On or before the fifth (5th) Business Day preceding each date on which interest on the Loan becomes due and payable, the Trustee shall deposit in the Interest Account the amount, when added to amounts on deposit in the Interest Account, is equal to the amount of interest becoming due and payable on the Loan on such date.

All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Loan as it shall become due and payable (including accrued interest on any portion of the Loan prepaid prior to maturity pursuant to this Loan Agreement).

(ii) Principal Account. On or before the fifth (5th) Business Day preceding each date on which the principal component of a Loan payment becomes due and payable, the Trustee shall deposit in the Principal Account the amount which, when added to the amount then on deposit in the Principal Account, will be equal to the amount of principal component of the Loan payment coming due and payable on such date.

All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal component of any Loan payment when due.

(iii) Repayment of County Obligation. Immediately after making the deposits required by clauses (i) and (ii) above, the Trustee shall transfer to the County any amount requested in a Certificate of the County for repayment of any obligation issued to finance Administrative Expenses of the Program.

(iv) Surplus Fund. On each September 3, after making the deposits required by clauses (i), (ii) and (iii) above, the Trustee shall deposit any remaining amounts in the Surplus Fund.

Section 3.04. Investment of Moneys; Valuation of Investments. All moneys in the Redemption Fund shall be invested by the Trustee solely in Permitted Investments pursuant to the direction of the County given to the Trustee (and promptly confirmed in writing by the County) maturing not later than the respective dates on which such moneys are estimated by the County to be required.

Except as otherwise provided herein, all interest, profits and other income received from the investment of moneys in any fund or account held under this Loan Agreement shall be deposited in such fund or account.

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Section 3.05. Surplus Fund. There is hereby established a fund to be held by the County to be known as the "Surplus Fund." Moneys in the Surplus Fund shall be spent by the County, in its sole discretion, for any lawful purpose relating to the Program.

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ARTICLE IV

OTHER COVENANTS OF THE COUNTY

Section 4.01. Punctual Payment. The County will punctually pay or cause to be paid the principal of and interest on the Loan together with any prepayment premiums thereon in strict conformity with the terms of this Loan Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Loan Agreement.

Section 4.02. Limitation on Superior Debt. The County hereby covenants that, so long as the Loan remains unpaid, the County shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any loans, advances or indebtedness, which is in any case secured by a lien on all or any part of the Assessments which is superior to or on a parity with the lien established hereunder for the security of the Loan, except only Parity Debt issued pursuant to Section 2.07. Subject to Section 2.08 relating to Subordinate Debt, nothing herein is intended or shall be construed in any way to prohibit or impose any limitations upon the issuance by the County of loans, bonds, notes, advances or other indebtedness which are unsecured or which are secured by a junior lien on the Assessments.

Section 4.03. Collection of Assessments. The County will comply with all requirements of the Act and the Loan Agreement to assure the timely collection of the Assessments, including, without limitation, the enforcement of delinquent Assessments. To that end, the following will apply:

(a) The Assessments, together with the interest thereon, will be payable in the installments specified in the Assessment Contracts, but only to the extent determined by the County to be necessary to satisfy the County's obligations that are payable from the Assessments. Each Assessment installment will be payable in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property.

All Prepayments received shall immediately be deposited into the Prepayment Account established pursuant to Section 3.03 herein.

All sums other than Prepayments received from the collection of the Assessments and of the interest and penalties thereon will be transferred and/or deposited as follows in the following priority:

(i) An amount equal to the Administrative Expense Component of the Assessments shall be deposited by the County in the Administrative Expense Fund.

(ii) The remainder shall be transferred to the Trustee for deposit in the Redemption Fund and the debt service fund for any Parity Debt. In the event Assessments are insufficient to pay debt service when due on the Loan and debt service on any Parity Debt, the County shall cause Assessments to be deposited into the Redemption Fund and the debt service fund for any Parity Debt on a pro rata basis based on the outstanding principal amount of the Loan and the Parity Debt.

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(b) The County will, before the final date on which the Auditor will accept the transmission of the Assessments for the Participating Parcels for inclusion on the next tax roll, prepare or cause to be prepared, and will transmit to the Auditor, such data as the Auditor requires to include the installments of the Assessments on the next secured tax roll. The County is hereby authorized to employ consultants to assist in computing the installments of the Assessments hereunder.

Section 4.04. Foreclosure. The County hereby covenants with and for the benefit of the Authority that it will order, and cause to be commenced, and thereafter diligently prosecute an action in the superior court to foreclose the lien of any Assessment or installment thereof which has been billed, but has not been paid, pursuant to and as provided in sections 8830 and 8835, inclusive, of the 1915 Act and the conditions specified in this Section 4.04.

No later than October 1 each year, the County will determine if any single parcel is, or any parcels under common ownership are, delinquent in the payment of two or more semiannual installments of Assessment payments and will notify County Counsel of any such delinquencies. No later than December 1 each year, County Counsel will commence, or cause to be commenced, foreclosure proceedings, including collection actions preparatory to the filing of any complaint against any parcel that remains delinquent in the payment of two or more semi-annual installments of the Assessment payments. County Counsel is hereby authorized to employ counsel to conduct any such foreclosure proceedings.

However, notwithstanding the foregoing, the County may elect, in its sole discretion, to defer foreclosure proceedings on any parcel if the County has received funds equal to the delinquent Assessments from any other source, and those funds (including without limitation funds from the sale of the receivables associated with delinquent Assessments) are available to contribute toward (i) Administrative Expenses and (ii) the payment of the Loan when due.


Section 4.06. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the County will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Loan and will not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding any claims for interest on any of the Loan, or in any other manner.

If any such claim for interest is extended or funded, whether or not with the consent of the County, such claim for interest so extended or funded will not be entitled, in case of default hereunder, to the benefits of the Loan Agreement, except subject to the prior payment in full of the principal of all of the Loan and of all claims for interest which have not been so extended or funded.

Section 4.07. Against Encumbrance. The County will not encumber, pledge or place any charge or lien upon any of the Assessments or other amounts pledged to the Loan superior to or on a parity with the pledge and lien herein created for the benefit of the 2018 Refunding Bonds, except as permitted by the Loan Agreement and Chapter 29.

Section 4.08. Books and Accounts. The County will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the County, in which complete and correct entries will be made of all transactions relating to the Assessments and the application of amounts disbursed from the funds and accounts held by the County

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hereunder, which records will be subject to inspection by the Trustee upon reasonable prior notice on any Business Day.

Section 4.09. Protection of Security and Rights of Owners. The County will preserve and protect the security of the Loan Agreement and the rights of the Authority, and will warrant and defend their rights to such security against all claims and demands of all persons.

Section 4.10. Compliance with Law; Completion of Authorized Improvements. The County will comply with all applicable provisions of Chapter 29 in providing financing for the installation of Authorized Improvements, but the County will have no obligation to advance any funds to complete the Authorized Improvements in excess of the proceeds of the Loan available therefor.

Section 4.11. Further Assurances. The County will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Loan Agreement, and for the better assuring and confirming unto the Authority of the rights and benefits provided in the Loan Agreement.

Section 4.12. Continued Existence of the Authority. The County will take or cause to be taken all actions reasonably necessary to continue the Authority's existence until such time as the 2018 Refunding Bonds have been paid in full, including but not limited to the addition or substitution of one or more new members.

Section 4.13. Continuing Disclosure. The County shall comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed by the County as of the Closing Date, as originally executed and as it may be amended from time to time in accordance with its terms. Notwithstanding any other provision of this Agreement, failure of the County to comply with such Continuing Disclosure Certificate will not constitute an Event of Default, although any Participating Underwriter (as that term is defined in such Continuing Disclosure Certificate) or any Owner or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance by the County of its obligations under this Section, including seeking mandate or specific performance by court order.

Section 4.14. Ongoing Interest Rates of Assessments.The County shall not reduce the interest rate of any Assessment after the related Assessment Contract has been executed and the Assessment has been financed by the County.

Section 4.15. Non-Impairment. Without the prior written consent of the Series A Bond Insurer and Series A Reserve Insurer, the County hereby covenants and agrees that, except as required by applicable law, it will not take, or knowingly omit to take, any action, which action or omission would have the effect of adversely affecting the security for the 2018 Refunding Bonds.

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ARTICLE V

EVENTS OF DEFAULT AND REMEDIES

Section 5.01. Events of Default; Remedies. The following events shall constitute Events of Default hereunder:

(a) Failure by the County to pay the principal of or interest or prepayment premium (if any) on the Loan or any Parity Debt when and as the same shall become due and payable.

(b) Failure by the County to observe and perform any of the covenants, agreements or conditions on its part contained in this Loan Agreement, other than as referred to in the preceding clause (a), for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the County by the Trustee or the Authority; provided, however, that if in the reasonable opinion of the County the failure stated in such notice can be corrected, but not within such thirty (30) day period, the Authority shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the County within such thirty (30) day period and diligently pursued until such failure is corrected.

(c) If the County shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the County, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the County or of the whole or any part of its property.

(d) An event of default shall have occurred under any Parity Debt Instrument.

If an Event of Default has occurred and is continuing, the Trustee may subject to indemnity satisfactory to the Trustee from any liability or expense, exercise any other remedies available to the Trustee in law or at equity. Immediately upon becoming aware of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the County by telephone, telecopier or other telecommunication device, promptly confirmed in writing. This provision, however, is subject to the condition that if, at any time after the principal of the Loan shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the County shall deposit with the Trustee a sum sufficient to pay all installments of principal of the Loan matured prior to such declaration and all accrued interest thereon, with interest on such overdue installments of principal and interest at the net effective rate then borne by the outstanding Bonds, and the reasonable expenses of the Trustee (including but not limited to attorneys fees), and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Loan due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners of at least a majority in aggregate principal amount of the Senior Series A Bonds then Outstanding and the Owner of the Subordinate Series B Bonds may, by written notice to the Trustee and the County,

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rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon.

Section 5.02. Application of Funds Upon Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Loan Agreement shall be applied by the Trustee in the following order, subject to the provisions of any Parity Debt Instrument:

First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article V, including reasonable compensation to its agents, attorneys and counsel; and

Second, to the payment of the whole amount of interest on and principal of the Loan then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the outstanding Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the amount of such interest and principal, then such amounts shall be applied in the following order of priority:

(a) first, to the payment of all installments of interest on the Loan then due and unpaid, on a pro rata basis in the event that the available amounts are insufficient to pay all such interest in full,

(b) second, to the payment of principal of all installments of the Loan then due and unpaid, on a pro rata basis in the event that the available amounts are insufficient to pay all such principal in full, and

(c) third, to the payment of interest on overdue installments of principal and interest, on a pro rata basis in the event that the available amounts are insufficient to pay all such interest in full.

Section 5.03. No Waiver. Except as provided in Section 6.03(b), nothing in this Article V or in any other provision of this Loan Agreement, shall affect or impair the obligation of the County, which is absolute and unconditional, to pay from the Assessments and other amounts pledged hereunder, the principal of and interest and premium (if any) on the Loan to the Trustee as of the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Trustee to institute suit to enforce such payment by virtue of the contract embodied in this Loan Agreement.

A waiver of any default by the Trustee shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of the Trustee 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 of any such default or an acquiescence therein, and every power and remedy conferred upon the Trustee by Chapter 29 or by this Article V may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee.

If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Trustee, the County and the Trustee shall be

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restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.

Section 5.04. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by Chapter 29 or any other law.

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ARTICLE VI

MISCELLANEOUS

Section 6.01. Benefits Limited to Parties. Nothing in this Loan Agreement, expressed or implied, is intended to give to any person other than the County, the Authority and the Trustee, on behalf of the Authority, and acting on behalf of the Owners of the 2018 Refunding Bonds, any right, remedy or claim under or by reason of this Loan Agreement. All covenants, stipulations, promises or agreements in this Loan Agreement contained by and on behalf of the County shall be for the sole and exclusive benefit of the Authority and of the Trustee acting as trustee for the benefit of the Owners of the 2018 Refunding Bonds and for such purpose, the Trustee shall be deemed to be a third party beneficiary of this Loan Agreement.

Section 6.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Loan Agreement either the County, the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Loan Agreement contained by or on behalf of the County, the Authority or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 6.03. Discharge of Loan Agreement.

(a) If the County shall pay or cause to be paid, or shall have made provision to pay and discharge the indebtedness on the Loan or any portion thereof, through setting aside trust funds or setting apart in a reserve fund or special trust account created pursuant to this Loan Agreement or otherwise, or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account with a trustee or otherwise, cash or Federal Securities sufficient for the payment of the principal of and interest and prepayment premiums (if any) on the Loan or any such portion thereof, as and when the same become due and payable, including, but not limited to, interest earned or to be earned on Federal Securities, then the lien provided for in this Loan Agreement, including, without limitation, the pledge of the Assessments, and all other rights granted hereby, shall thereupon cease, terminate and become void and be discharged and satisfied, and the principal of, premium, if any, and interest on the Loan or any such portion thereof shall no longer be deemed to be outstanding and unpaid.

Any funds thereafter held by the Trustee hereunder, which are not required for the purposes of this Section 6.03(a), shall be paid over to the County.

(b) At such time as all of the 2018 Refunding Bonds have been paid or discharged, the lien provided for in this Loan Agreement, including, without limitation, the pledge of the Assessments, and all other rights granted hereby, shall cease, terminate and become void and be discharged and satisfied. Any moneys at that time remaining in the funds and accounts established hereunder shall be paid over to the County.

Section 6.04. Amendment. This Loan Agreement may be amended by the parties hereto but only if such amendment will not impair the ability of the County to repay the Loan and only if such amendment complies with the applicable provisions of Section 5.07 of the Indenture.

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Section 6.05. Waiver of Personal Liability. No member, officer, agent or employee of the County shall be individually or personally liable for the payment of the principal of or interest on the Loan; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 6.06. Notices. All written notices to be given under this Loan Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective upon receipt after deposit in the United States mail, postage prepaid or, in the case of any notice to the Trustee or in the case of personal delivery to any person, upon actual receipt at the address set forth below:

If to the Authority:

If to the County:

If to the Trustee:

If to the Series A Bond Insurer:

Placer County Public Financing Authority 2976 Richardson Drive Auburn, California 95603 Attention: County Counsel

County of Placer 2976 Richardson Drive Auburn, California 95603 Attention: County Executive

Placer County Treasurer-Tax Collector 2976 Richardson Drive Auburn, California 95603

As provided in Exhibit B hereto

Section 6.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Loan Agreement. The County hereby declares that it would have adopted this Loan Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the Loan irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Loan Agreement may be held illegal, invalid or unenforceable.

Section 6.08. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California.

Section 6.09. Execution in Counterparts. This Loan Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority, the County and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

Section 6.10. The Trustee. The Trustee is entering into this Loan Agreement solely in its capacity as Trustee under the Indenture and all provisions of the Indenture relating to the rights, privileges, powers and protections of the Trustee, including, without limitation, those set forth in Article VI thereof, shall apply with equal force and effect to all actions taken by the Trustee in connection with this Loan Agreement.

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Upon any change in the identity of the Trustee under the Indenture, the successor Trustee shall succeed to the rights and duties of the Trustee under this Loan Agreement without any further action of the Trustee required.

Section 6.11. Provisions Relating to the Series A Bond Insurance Policy and the Series A Bond Insurer. So long as the Series A Bond Insurance Policy remains in effect or any amounts are owed to the Series A Bond Insurer, the Authority and the County shall comply with all of the terms and provisions set forth in Exhibit B hereto relating to the Series A Bond Insurer and the Series A Bond Insurance Policy. Such provisions are hereby incorporated into this Loan Agreement by this reference, and shall control and supersede any conflicting or inconsistent provisions in this Loan Agreement.

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COUNTY

PLACER COUNTY ,.., JCII ". FINANl:::ING AUTHORITY

EXHIBIT A

SEMI-ANNUAL INSTALLMENT PAYMENTS ON THE LOAN

Total Principal Date Principal Interest* and Interest

9/2/18 $1,237,237.75 $389,423. 15 $1,626,660.90

3/2/19 1,060,925.64 1,060,925.64 9/2/19 1,514,501.84 1,060,925.64 2,575,427.48

3/2/20 1,018,905.79 1,018,905.79 9/2/20 1,594, 170.64 1,018,905.79 2,613,076.43

3/2/21 974,675.53 97 4,675.53

9/2/21 1,667,980.99 974,675.53 2,642,656.52

3/2/22 928,397.40 928,397.40

9/2/22 1,709,237.91 928,397.40 2,637,635.31

3/2/23 880,97 4.59 880,97 4.59

9/2/23 1,764,744.25 880,97 4.59 2,645,718.84 3/2/24 832,011.77 832,011.77

9/2/24 1 , 857, 360.40 832,011.77 2,689,372. 17 3/2/25 780,479.31 780,479.31

9/2/25 1,956,601.87 780,479.31 2,737,081.18

3/2/26 726, 193.40 726, 193.40

9/2/26 2,041,624.69 726, 193.40 2,767,818.09

3/2/27 669,548.51 669,548.51

9/2/27 2,026,255. 19 669,548.51 2,695,803.70

3/2/28 613,330.06 613,330.06 9/2/28 1,994,024.37 613,330.06 2,607,354.43

3/2/29 558,005.85 558,005.85 9/2/29 2,061, 115.05 558,005.85 2,619,120.90

3/2/30 500,820.22 500,820.22

9/2/30 2, 171,924.77 500,820.22 2,672,744.99

3/2/31 440,560. 16 440,560. 16

9/2/31 2,280,209.53 440,560. 16 2,720,769.69

3/2/32 377,295.74 377,295.74

9/2/32 2,327,534.56 377,295.74 2,704,830.30 3/2/33 312,718.29 312,718.29

9/2/33 2,391,640.50 312,718.29 2,704,358.79 3/2/34 246,362.21 246,362.21

9/2/34 2,492,239.61 246,362.21 2,738,601.82

3/2/35 177,215.02 177,215.02

9/2/35 2,438, 144.61 177,215.02 2,615,359.63

3/2/36 109,568.70 109,568.70

9/2/36 2,226,021.19 109,568.70 2,335,589.89

3/2/37 47,807.73 47,807.73 9/2/37 1,274,049.35 47,807.73 1,321,857.08

3/2/38 12,459.23 12,459.23 9/2/38 449,062.26 12,459.23 461,521.49

A-1

Total $39,475,681.33 $22,925,933.45 $62,401,614.78

* Interest is calculated at the rate of 5.55017% per annum as provided in this Loan Agreement.

A-2

EXHIBIT B

PROVISIONS RELATING TO THE SERIES A BOND INSURANCE POLICY AND THE SERIES A BOND INSURER

1) Notice and Other Information to be given to BAM. The Authority and County will provide BAM with all notices and other information they are obligated to provide (i) under its Continuing Disclosure Certificate and (ii) to the holders of the Senior Series A Bonds or the Trustee under the Security Documents.

The notice address of BAM is: Build America Mutual Assurance Company, 200 Liberty Street, 27th Floor, New York, NY 10281, Attention: Surveillance, Re: Policy No. 201880328, Telephone: (212) 235-2500, Telecopier: (212) 235-1542, Email: [email protected]. In each case in which notice or other communication refers to an event of default or a claim on the Policy, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel at the same address and at [email protected] or at Telecopier: (212) 235-5214 and shall be marked to indicate "URGENT MATERIAL ENCLOSED."

2) Amendments, Supplements and Consents. BAM's prior written consent is required for all amendments and supplements to the Security Documents, with the exceptions noted below. The Authority or County shall send copies of any such amendments or supplements to BAM and the rating agencies which have assigned a rating to the Senior Series A Bonds.

a) Consent of BAM. Any amendments or supplements to the Security Documents shall require the prior written consent of BAM with the exception of amendments or supplements:

i. To cure any ambiguity or formal defect or omissions or to correct any inconsistent provisions in the transaction documents or in any supplement thereto, or

ii. To grant or confer upon the holders of the Senior Series A Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the holders of the Senior Series A Bonds, or

iii. To add to the conditions, limitations and restrictions on the issuance of bonds or other obligations under the provisions of the Security Documents other conditions, limitations and restrictions thereafter to be observed, or

iv. To add to the covenants and agreements of the Authority or the County in the Security Documents other covenants and agreements thereafter to be observed by the Authority or the County or to surrender any right or power therein reserved to or conferred upon the Authority or the County.

v. To issue additional parity debt in accordance with the requirements set forth in the Security Documents.

b) Consent of BAM in Addition to Bondholder Consent. Any amendment, supplement, modification to, or waiver of, any of the Security Documents that

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requires the consent of holders of the Senior Series A Bonds or adversely affects the rights or interests of BAM shall be subject to the prior written consent of BAM.

c) Insolvency. Any reorganization or liquidation plan with respect to the Authority or County must be acceptable to BAM. The Trustee and each owner of the Senior Series A Bonds hereby appoint BAM as their agent and attorney-in-fact with respect to the Senior Series A Bonds and agree that BAM may at any time during the continuation of any proceeding by or against the Authority or County under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim"), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee and each owner of the Senior Series A Bonds delegate and assign to BAM, to the fullest extent permitted by law, the rights of the Trustee and each owner of the Senior Series A Bonds with respect to the Senior Series A Bonds in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding.

d) Control by BAM Upon Default. Anything in the Security Documents to the contrary notwithstanding, upon the occurrence and continuance of a default or an event of default, BAM shall be entitled to control and direct the enforcement of all rights and remedies granted to the holders of the Senior Series A Bonds or the Trustee for the benefit of the holders of the Senior Series A Bonds under any Security Document. No default or event of default may be waived without BAM's written consent.

e) BAM as Owner. Upon the occurrence and continuance of a default or an event of default, BAM shall be deemed to be the sole owner of the Senior Series A Bonds for all purposes under the Security Documents, including, without limitations, for purposes of exercising remedies and approving amendments.

f) Consent of BAM for acceleration. BA M's prior written consent is required as a condition precedent to and in all instances of acceleration of the Senior Series A Bonds.

3) 2018R Refunding Loan Agreement. A default under the 2018R Refunding Loan Agreement shall constitute an Event of Default under the Security Documents.

4) BAM As Third Party Beneficiary. BAM is recognized as and shall be deemed to be a third party beneficiary of the Security Documents and may enforce the provisions of the Security Documents as if it were a party thereto.

5) Exercise of Rights by BAM. The rights granted to BAM under the Security Documents to request, consent to or direct any action are rights granted to BAM in consideration of its issuance of the Policy. Any exercise by BAM of such rights is merely an exercise of BAM's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the holders of the Senior Series A Bonds and such action does

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not evidence any position of BAM, affirmative or negative, as to whether the consent of the holders of the Senior Series A Bonds or any other person is required in addition to the consent of BAM.

6) BAM shall be entitled to pay principal or interest on the Senior Series A Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Authority (as such terms are defined in the Policy) and any amounts due on the Senior Series A Bonds as a result of acceleration of the maturity thereof in accordance with the Security Documents, whether or not BAM has received a claim upon the Policy.

7) If an event of default occurs under any agreement pursuant to which any Obligation of the Authority has been incurred or issued and that permits the holder of such Obligation or trustee to accelerate the Obligation or otherwise exercise rights or remedies that are adverse to the interest of the holders of the Senior Series A Bonds or BAM, as BAM may determine in its sole discretion, then an event of default shall be deemed to have occurred under the Indenture and the related Security Documents for which BAM or the Trustee, at the direction of BAM, shall be entitled to exercise all available remedies under the Security Documents, at law and in equity. For purposes of the foregoing, "Obligation" shall mean any bonds, loans, certificates, installment or lease payments or similar obligations that are payable and/or secured on a parity or subordinate basis to the Senior Series A Bonds.

8) Definitions.

Capitalized Terms used in this Exhibit C and not herein defined have the meanings given them in that certain Indenture of Trust, dated as of June 1, 2018, by and between the Placer County Public Financing Authority (the "Authority") and the Placer County Treasurer-Tax Collector, as trustee (the "Trustee").

"BAM" shall mean Build America Mutual Assurance Company, or any successor thereto.

"Policy" shall mean the Series A Bond Insurance Policy.

"Security Documents" shall mean the Indenture, any Supplemental Indenture, the 2018R Refunding Loan Agreement, and/or any additional or supplemental document executed in connection with the Senior Series A Bonds or the 2018R Refunding Loan.

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In the matter of:

BEFORE THE BOARD OF PLACER COUNTY PUBLIC FINANCING AUTHORITY,

STATE OF CALIFORNIA

Resolution No. 2018-080

A RESOLUTION OF THE GOVERNING BOARD OF THE PLACER COUNTY PUBLIC FINANCING AUTHORITY SUPPLEMENTING RESOLUTION NO. 2017·185, CONFIRMING

THE APPROVAL OF BONDS AND A LOAN, AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS AND PROVIDING FOR OTHER MATTERS

PROPERLY RELATING THERETO

The following Resolution was duly passed by the Board of the Placer County Public Financing Authority at a regular meeting held on May 22, 2018 by the following vote on roll call:

Ayes:

Noes:

DURAN, WEYGANDT, UHLER, MONTGOMERY, HOLMES

NONE

Absent: NONE

Signed and approved by me after its passage.

Attest Secretary of the Board

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!HE FOHEOONG INSTRUMENT IS A CORRECT COPY OF THE ORltllNALON FILE IN THIS Off ICE ATIEST .

MEGAN WOOD Clerk cl the Board of of Pl1rner, Stated

THE GOVERNING BOARD (the "Governing Board") OF THE PLACER COUNTY PUBLIC FINANCING AUTHORITY (the "Authority"), STATE OF CALIFORNIA, DOES HEREBY RESOLVE THAT:

WHEREAS. on October 3, 2017. the Governing Board, adopted Resolution No. 2017-185 entitled "A Resolution of the Governing Board of the Placer County Public Financing Authority Authorizing the Issuance of Refunding Revenue Bonds, Approving an Indenture of Trust and Related Refunding Loan Agreements for Each Series of Such Bonds, Authorizing the Sale of Such Bonds, and Providing Other Matters Properly Relating Thereto" (the "Bond and Loan Approval"), pursuant to which, among other things, it approved the issuance of the following bonds in a combined aggregate principal amount not to exceed $75,000,000 and two related loans in an amount not . to exceed $75,000,000 for the purpose of refinancing outstanding loans and bonds related to the County's "Placer money for Property Owner Water & Energy Efficiency Retrofitting Program" (the "mPOWER Placer Program"):

(a) Placer County Public Financing Authority Refunding Revenue Bonds, Series 2017 A (mPOWER Placer Program) (the "Senior Series A Bonds"), and

(b) Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 20178 (mPOWER Placer Program) (the "Subordinate Series B Bonds", and together with the Senior Series A Bonds, the "Refunding Bonds"); and

WHEREAS, Authority staff has continued to work on the proposed refinancing, and the Governing Board now desires to supplement the Bond and Loan Approval to:

(a) provide that the Refunding Bonds will pe payable only from loan payments made by the County in connection with one of the loans approved pursuant to the Bond and Loan Approval (the "Refunding Loan"), which Refunding Loan will be incurred pursuant to a limited obligation loan agreement (the "2018R Refunding Loan Agreement"), and shall be payable from contractual assessments levied in the County (the "Program Area") on residential parcels with fewer than four units ("Residential Parcels") (previously the financing plan contemplated the Refunding Bonds would be payable from loan payments made in connection with two loans payable from assessments levied on residential and non-residential parcels),

(b) approve a disclosure document (the "Official Statement") for the Senior Series A Bonds in accordance with Rule 15c2-12 ("Rule 15c2-12") of the Securities Exchange Act of 1934 (previously the Senior Series A Bonds were going to be offered only to "qualified instilutional buyers• as defined in Securities and Exchange Commission Rule 144A under an exemption from Rule 15c2-12),

(c) approve certain related financing documents, including an indenture of trust relating to the Refunding Bonds (the "2018 Refunding Indenture"), the 2018R Refunding Loan Agreement, a bond purchase agreement among the County, the Authority and Stifel, Nicolaus & Company, Incorporated (the "Underwriter') to document the sale of the Senior Series A Bonds (the "Bond Purchase Agreement") and a placement agent agreement between the Authority and the Underwriter, acting as placement agent for the Subordinate Series B Bonds (the "Placement Agent Agreement") and

( d) provide for the following names for the Refunding Bonds:

(i) Placer County Public Financing Authority Refunding Revenue Bonds, Senior Series 2018A (mPOWER Placer Program) (Green Bonds), and

(ii) Placer County Public Financing Authority Refunding Revenue Bonds, Subordinate Series 20188 (mPOWER Placer Program) (Green Bonds); and

WHEREAS, the Authority staff, with the assistance of its disclosure counsel, Jones Hal!, A Professional Law Corporation, has prepared a form of preliminary Official Statement containing information material to the offering and sale of the Senior Series A Bonds and the mPOWER Placer Program; and

WHEREAS, the 2018 Refunding Indenture, the 2018R Refunding Loan Agreement, the Bond Purchase Agreement, the Placement Agent Agreement and the preliminary Official Statement have been filed with the Governing Board, and the Governing Board, with the aid of its staff, has reviewed said documents.

NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Placer County Public Financing Authority, as follows:

Sectlon 1. The Governing Board finds and determines that the above referenced recitals are true and correct and material to this Resolution.

Section 2. The Governing Board hereby ratifies and supplements the Bond and Loan Approval, and confirms its approval of the issuance by the Authority of the Refunding Bonds

. under the 2018 Refunding Indenture fn a combined aggregate principal amount not to exceed $75,000,000, and the Refunding Loan in an amount not to exceed $75,000,000.

The Refunding Bonds will be payable only from loan payments made by the Col.lnty under the 2018R Refunding Loan Agreement as described above. Proceeds of the Refunding Bonds shall be applied as set forth in the 2018 Refunding Indenture.

Section 3. The Governing Board hereby approves the 2018 Refunding Indenture in . substantially the form on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director and the Treasurer of the Authority (the "Designated Officers"), the execution of which by a Designated Officer shall be conclusive evidence of approval of any such additions and changes. Each of the Designated Officers, acting alone, is hereby authorized and directed to execute the final form of the 2018 Refunding Indenture for and in the name and on behalf of the Authority. The Governing Board hereby authorizes the delivery and performance of the 2018 · Refunding Indenture and the execution and delivery of the Refunding Bonds, as provided ln the 2018 Refunding Indenture.

Section 4. The Governing Board hereby authorizes and approves the Refunding Loan to be made to the County by the Authority, and the execution of the 2018R Refunding Loal') Agreement relating thereto. The Governing Board hereby approves the 2018R Refunding Loan Agreement in substantially the form on file with the Secretary, together with any additions· thereto or changes therein deemed necessary or advisable by the Designated Officers, the execution of which by a Designated Officer shall be conclusive evidence of approval of any such additions and changes, The Designated Officers, each acting alone, are hereby authorized and directed to execute the final form of the 2018R Refunding Loan Agreement for and in the name and on behalf of the Authority. The Governing Board hereby authorizes the delivery and performance of the 2018R Refunding Loan Agreement.

The Refunding Loan shall be . payable from contractual assessments levied on Residential Parcels in the Program Area.

Section 5. The Governing Board hereby approves the sale of the Senior Series A Bonds and the Subordinate Series B Bonds pursuant to the Bond Purchase Agreement and the Placement Agent Agreement, respectively, in each case in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by a Designated Officer, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Bond Purchase Agreement and the Placement Agent Agreement shall be executed in the name and on behalf of the Authority by a Designated Officer, each of whom is hereby authorized and directed to execute and deliver the Bond Purchase Agreement and Placement Agent Agreement on behalf of the Authority.

Section 6. The Governing Board hereby approves the preliminary Official Statement for the Senior Series A Bonds in substantially the form on file with the Secretary of the Authority. The Underwriter is hereby authorized to distribute !he preliminary Official Statement in connection with the sale of the Senior Series A Bonds. Each of the Designated Officers, acting alone, is hereby authorized and directed to execute and deliver to the Underwriter a certificate deeming

· the preliminary Official Statement to be final as of its date within the meaning of Rule 15c2-12of the Securities Exchange Act of 1934. The Designated Officers are separately authorized to approve corrections and additions to the preliminary Official Statement by supplement or amendment thereto, or otherwise as appropriate, provided that any such corrections or additions shall be necessary to cause the information contained therein to conform with facts material to the Senior Series A Bonds or to the proceedings of the Authority.

Section 7. The Designated Officers are separately authorized and directed to cause the preliminary Official Statement to be brought into the form of a final Official Statement and to execute said final Official Statement, dated as of the date of the sale of the Senior Series A Bonds, and to execute a statement that the facts contained in the final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Senior Series A Bonds, true and correct in all material respects and that the final Official Statement did not, on the.date of sale of the Senior Series A Bonds, and does not, as of the date of delivery of the Senior Series A Bonds, contain any untrue statement of a material fact with respect to the Authority or the Senior Series A Bonds or omit to state material facts with respect to the Authority or the Senior Series A Bonds required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Designated Officers shall take such further actions prior to the signing of the final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof.

Section 8. In connection with the issuance of the Refunding Bonds, the Governing Board hereby approves the execution and delivery of a continuing disclosure undertaking substantially in the form attached to the preliminary Official Statement on file with the Secretary, together with any changes therein or additions thereto approved by a Designated Officer, the execution of which by a Designated Officer shall be conclusive evidence of such approval,

Section 9. All actions heretofore taken by the officers and agents of the Authority in furtherance of the Bond and loan Approval and with respect to the preparation of the 2018 Refunding Indenture, the 2018R. Refunding Loan Agreement and the other agreements described in this Resolution, the sale and issuance of the Refunding Bonds, and the execution and delivery of the 201 BR Refunding loan Agreement are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Designated Officers, are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Refunding Bonds and the execution and delivery of the related documents in accordance with this Resolution, including but not limited to those certificates, agreements and other documents described in the 2018R Refunding loan Agreement and the other documents herein approved, and any certificates, agreements or documents as may be necessary to further the purpose hereof or provide additional security for the Refunding Bonds and the 201 BR Refunding loan Agreement, but which shall not create any obligation or liability of the County other than with respect to the contractual assessments pledged as security for the 2018R Refunding loan Agreement.

Section 10. Whenever in this Resolution any officer of the Authority is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable.

Section 11. This Resolution shall take effect from and after the date of approval and adoption thereof.

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