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Home My WebLink AboutOrdinance 2026-01UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS ORDINANCE NO. 2026-01 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS AUTHORIZING THE BORROWING OF AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $170,000,000 FROM THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY FOR THE PURPOSE OF PAYING ELIGIBLE COSTS OF ENHANCING THE CITY'S WATER DELIVERY SYSTEM; AUTHORIZING AND PROVIDING FOR THE EXECUTION AND DELIVERY OF A WIFIA LOAN AGREEMENT AND WIFIA TERM SHEET RELATING TO SUCH LOAN; AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A GENERAL OBLIGATION ALTERNATE REVENUE BOND IN EVIDENCE OF SUCH BORROWING; PROVIDING FOR THE IMPOSITION OF TAXES TO PAY THE SAME AND FOR THE COLLECTION, SEGREGATION AND DISTRIBUTION OF THE NET REVENUES DERIVED BY THE CITY FROM ITS WATER DELIVERY SYSTEM FOR THE PAYMENT OF SAID BOND; AUTHORIZING THE ISSUANCE OF THE BOND TO THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY; AUTHORIZING THE ESTABLISHMENT OF A BOND FUND AND ACCOUNTS THEREIN FOR THE PAYMENT OF SUCH BOND; AND AUTHORIZING CERTAIN RELATED ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BOND. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this 13"' day of January, 2026 Published in pamphlet form by the authority of the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois on January 13, 2026. STATE OF ILLINOIS COUNTY OF KENDALL - FILED - S E P 11 2026 COUNTY CLERK KENDALLCOUNTY TABLE OF CONTENTS Section1. Definitions........................................................................................................... 9 Section 2. Incorporation of Preambles; Acceptance of Report .......................................... 13 Section 3. Determination to Borrow Money from the WIFIA Loan and to Issue the WIFIA Bond.................................................................................................................. 13 Section 4. Acceptance and Authorization of the WIFIA Loan; Issuance of the WIFIA Bond; Execution and Delivery of the WIFIA Loan Agreement; Acknowledgement and Acceptance of the WIFIA Term Sheet ........................ 13 Section5. Bond Details. ........................................................... ...... .................................. 15 Section6. Redemption....................................................................................................... 16 Section 7. Registration of WIFIA Bond; Persons Treated as Owner ................................ 16 Section 8. Form of WIFIA Bond....................................................................................... 17 Section 9. Execution and Authentication of WIFIA Bond ................................................ 18 Section 10. Treatment of WIFIA Bond as Debt.................................................................. 18 Section 11. Use of WIFIA Bond Proceeds.......................................................................... 18 Section 12. WIFIA Bond Fund............................................................................................ 19 Section 13. Pledged Taxes; Tax Levy.................................................................................. 20 Section 14. Continuation of Water Fund and Accounts Thereof ......................................... 21 Section 15. Flow of Funds in Water Fund........................................................................... 22 Section 16. Additional Bonds, Subordinate System Obligations and Future System Obligation Ordinances...................................................................................... 25 Section 17. General Covenants Regarding the System........................................................ 26 Section 18. General Covenants Regarding the WIFIA Bond .............................................. 28 Section 19. Abatement of Pledged Taxes............................................................................ 29 Section 20, Filing with County Clerk.................................................................................. 30 Section 21, Defeasance of WIFIA Bond.............................................................................. 30 Section 23. Provisions a Contract........................................................................................ 31 Section24. Severability....................................................................................................... 31 Section25. Repealer............................................................................................................ 31 Section 26. Effective Date................................................................................................... 31 ORDINANCE No. 2026-01 AN ORDINANCE of the United City of Yorkville, Kendall County, Illinois authorizing the borrowing of an aggregate principal amount of not to exceed $170,000,000 from the United States Enviromnental Protection Agency for the purpose of paying eligible costs of enhancing the City's water delivery system; authorizing and providing for the execution and delivery of a WIFIA Loan Agreement and WIFIA Term Sheet relating to such loan; authorizing and providing for the issuance of a general obligation alternate revenue bond in evidence of such borrowing; providing for the imposition of taxes to pay the same and for the collection, segregation and distribution of the net revenues derived by the City from its water delivery system for the payment of said bond; authorizing the issuance of the bond to the United States Enviromnental Protection Agency; authorizing the establishment of a bond fund and accounts therein for the payment of such bond; and authorizing certain related actions in connection with the issuance of such bond. WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City"), is a duly organized and existing non -home rule municipality incorporated and existing under the provisions of the laws of the State of Illinois, is now operating under the provisions of the Illinois Municipal Code, as amended (the "Municipal Code"), and all laws amendatory thereof and supplementary thereto, including, without limitation, the Local Government Debt Reform Act, 30 Illinois Compiled Statues 350, as amended (the "Debt Reform Act "); and WHEREAS, the City has for many years owned and operated a municipally -owned water supply system (the "System ") pursuant to Division 129 of Article 11 of the Municipal Code; and WHEREAS, the Mayor and the City Council of the City (the "Corporate Authorities ") have determined that it is advisable, necessary and in the best interests of the public health, safety, welfare and convenience of the City to enhance the System, including, without limitation, to connect to a new source of water supply through the DuPage Water Commission, and may include construction of a shared transmission main, construction of receiving stations and internal system improvements, including water main repair and replacements that are necessary to connect to and receive the new water supply (collectively, the "Project"), all in accordance with the preliminary plans and estimates of costs therefor heretofore presented to the Corporate Authorities; and WHEREAS, the estimated costs of the Project, including, without limitation, engineering, construction, legal, financial, administrative and other expenses and costs, are estimated by the Corporate Authorities to be not more than $170,000,000, but the City does not currently have sufficient funds on hand and lawfully available to pay such costs, nor does it expect to have sufficient funds on hand and lawfully available to pay such costs; and WHEREAS, it is necessary and for the best interests of the City that the Project be constructed; and WHEREAS, pursuant to Article 8 and Article 11 of the Municipal Code, the City is authorized to borrow money and issue its water revenue bonds payable solely from the revenue derived from the operation of the System to pay the costs of the Project, subject to right of backdoor petition for referendum pursuant to the Debt Reform Act; and WHEREAS, pursuant to the provisions of Section 15 of the Debt Reform Act, whenever the City has been authorized under applicable law (as defined in the Debt Reform Act) to issue revenue bonds under the Municipal Code, the City may issue its general obligation alternate bonds (as defined in the Debt Reform Act) in lieu of such revenue bonds; and WHEREAS, the Debt Reform Act defines a bond as any instrument evidencing the obligation to pay money authorized or issued by or on behalf of a governmental unit under applicable law, including without limitation, bonds, notes, installment or financing contracts, -2- leases, certificates, tax anticipation warrants or notes, vouchers, and any other evidences of indebtedness, and WHEREAS, the City has applied to the United States Environmental Protection Agency, an agency of the United States of America, acting by and through the Administrator of the Environmental Protection Agency (the "WIFIA Lender"), for a Water Infrastructure Finance and hinovation Act ("WIFIA") loan to finance the eligible costs of the Project; and WHEREAS, for the purpose of providing funds to pay the eligible costs of the Project and in accordance with the provisions of Division 129 of Article I l of the Municipal Code, the Corporate Authorities adopted Ordinance No. 2025-68 on September 23, 2025 (the "Authorizing Ordinance"), authorizing the City to borrow money for the Project by entering into a WIFIA loan with the WIFIA Lender in an aggregate amount of not to exceed $225,000,000, which loan shall be either (a) payable from the revenue derived from the operation of the System (a "Revenue -Backed WIFIA Loan"), or (b) in lieu thereof, payable from: (i) the net revenues derived from the operation of the System, (ii) all collections of any non -home rule "places for eating" sales tax imposed by the City and deposited into the City's Water Fund (the "Water Fund"), and (Ili) certain moneys on deposit from time to time in the funds and accounts held within the Water Fund (collectively, the "Pledged Revenues"), as authorized to be borrowed at this time pursuant to the Debt Reform Act (an "Alternate Revenue WIFIA Loan"); and WHEREAS, on the 25"' day of September, 2025, a notice of the adoption of the Authorizing Ordinance (the "Notice"), in statutory form, was published in the Aurora Beacon - News, the same being a newspaper of general circulation in the City, and an affidavit evidencing the publication of the Notice has heretofore been presented to the Corporate Authorities and made a part of the permanent records of the City; and -3- WHEREAS, on the 25"' day of September, 2025, the Authorizing Ordinance was published in the Aurora Beacon -News, the same being a newspaper of general circulation in the City, and an affidavit evidencing the publication of the Authorizing Ordinance has heretofore been presented to the Corporate Authorities and made a part of the permanent records of the City; and WHEREAS, more than thirty (30) days have expired since the date of publication of the Authorizing Ordinance and the Notice, and no petitions with the requisite number of valid signatures thereon have been filed with the City Clerk requesting that the question of the borrowing of money for the Project by entering into either the Revenue -Backed WIFIA Loan or the Alternate Revenue WIFIA Loan be submitted to referendum; and WHEREAS, pursuant to and in accordance with the provisions of the Bond Issue Notification Act of the State of Illinois, the Mayor executed an Order on September 23, 2025 calling a public hearing (the "Hearing") for the 14"' day of October, 2025, concerning the intent of the Corporate Authorities to borrow money for the Project by entering into the either the Revenue -Backed WIFIA Loan or the Alternate Revenue WIFIA Loan in an amount of not to exceed $225,000,000 with respect to the Project; and WHEREAS, notice of the Hearing was given (i) by publication at least once not less than seven (7) nor more than thirty (30) days before the date of the Hearing in the Aurora Beacon -News, the same being a newspaper of general circulation in the City, and (ii) by posting at least 48 hours before the Hearing a copy of said notice at the principal office of the Corporate Authorities, which notice was continuously available to the public for the 48-hour period preceding the Hearing; and WHEREAS, on the 25"' day of September, 2025, notice of the Hearing was published in the Aurora Beacon -News, the same being a newspaper of general circulation in the City, and -4- an affidavit evidencing the publication of the notice of the Hearing has heretofore been presented to the Corporate Authorities and made a part of the permanent records of the City; and WHEREAS, the Hearing was opened on the 14t' day of October, 2025, and at the Hearing the Corporate Authorities explained the reasons for the WIFIA loan and permitted persons desiring to be heard an opportunity to present written or oral testimony within reasonable time limits; and WHEREAS, the Hearing was finally adjourned on the 14"' day of October, 2025, and not less than seven (7) days have passed since the final adjounu-rent of the Hearing; and WHEREAS, the Project constitutes a lawful corporate purpose within the meaning of the Debt Reform Act; and WHEREAS, the Corporate Authorities are now authorized to borrow money for the Project by entering into the Revenue -Backed WIFIA Loan to the maximum aggregate amount of $170,000,000 or, in lieu thereof, to borrow money for the Project by entering into the Alternate Revenue WIFIA Loan, to the maximum aggregate amount of $170,000,000 in accordance with the provisions of the Debt Reform Act, and the Corporate Authorities hereby determine that it is necessary and desirable that there be borrowed at this time the amount of not to exceed $170,000,000 (sum of disbursements and excluding capitalized interest) of the Alternate Revenue WIFIA Loan (the "WIFIA Loan") so authorized, and to issue its alternate bond in evidence of such borrowing, for the purpose of providing funds to pay the eligible costs of the Project; and 52 WHEREAS, in the event that the WIFIA Loan is in the amount of less than $170,000,000 (sum of disbursements and excluding capitalized interest), the City will fund the estimated costs of the Project from sources other than the WIFIA Loan; and WHEREAS, pursuant to WIFIA, as amended, 33 U.S.C. §§ 3901-3915, the WIFIA Lender is authorized to enter into loan agreements to provide financial assistance with one or more eligible entities to make secured loans with appropriate security features to finance a portion of the eligible costs of projects eligible for assistance; WHEREAS, the City and the WIFIA Lender have negotiated and are finalizing the terms of the proposed loan agreement (the "WIFIA Loan Agreement") for the WIFIA Loan, along with a term sheet (the "WIFIA Term Sheet"), which WIFIA Term Sheet, upon execution by the City and the WIFIA Lender, will constitute the WIFIA Lender's approval of WIFIA financial assistance for the Project to be provided in the form of the WIFIA Loan, subject to the terns and conditions of the WIFIA Loan Agreement; and WHEREAS, the WIFIA Loan Agreement will require that the City issue and deliver to the WIFIA Lender its general obligation alternate bond (the "WIFIA Boncl") as provided in the Debt Reform Act in an amount of not to exceed $170,000,000 (excluding capitalized interest) in order to evidence its obligation to repay the WIFIA Loan in accordance with the WIFIA Loan Agreement; WHEREAS, the Corporate Authorities deem it necessary and desirable at this time to authorize the execution and delivery of the WIFIA Loan Agreement and WIFIA Term Sheet and to authorize the issuance and delivery of the WIFIA Bond; WHEREAS, the WIFIA Bond to be issued will be payable from the Pledged Revenues and, if the Pledged Revenues are insufficient to pay the WIFIA Bond, payable also from ad valorem property taxes upon all taxable property in the City without limitation as to rate or amount (the "Pledged Taxes"); and WHEREAS, the City has heretofore issued and has outstanding its General Obligation Bonds (Alternate Revenue Source), Series 2023A (the "Series 2023A Bonds"), issued pursuant to the Debt Reform Act and Ordinance Number 2023-24 adopted by the Corporate Authorities on July 11, 2023 (the "Series 2023A Bond Ordinance"); and WHEREAS, the City has also heretofore issued and has outstanding its General Obligation Bonds (Alternate Revenue Source), Series 2025A (the "Series 2025A Bonds" and, together with the Series 2023A Bonds, the "Prior Alternate Bonds"), issued pursuant to the Debt Reform Act and Ordinance Number 2024-76 adopted by the Corporate Authorities on December 10, 2024 (the "Series 2025A Bond Ordinance" and, together with the Series 2023A Bond Ordinance, the "Prior Alternate Bond Ordinances"), and WHEREAS, pursuant to the Prior AIternate Bond Ordinances, the Prior Alternate Bonds are each secured ratably and equally by the Pledged Revenues; WHEREAS, the WIFIA Bond will be issued on a parity with the Prior Alternate Bonds, and will be secured ratably and equally by the Pledged Revenues with such Prior Alternate Bonds, which Prior Alternate Bonds shall be the only outstanding obligations of the City payable from the Pledged Revenues on a parity basis with the WIFIA Bond; WHEREAS, the City expressly reserved the right in Prior Alternate Bond Ordinances to issue "Additional Bonds" as therein defined, provided that certain conditions set forth in the Debt Reform Act are met; WHEREAS, the Corporate Authorities have heretofore and do hereby determine in accordance with the provisions of Section 15(c) of the Debt Reform Act that the Pledged ere Revenues will be sufficient to provide for or pay in each year to final maturity of the WIFIA Bond all of the following: (1) costs of operation and maintenance of the System, but not including depreciation, (2) debt service on all outstanding revenue bonds payable from the Pledged Revenues, (3) all amounts required to meet any fund or account requirements with respect to such outstanding revenue bonds, (4) other contractual or tort liability obligations, if any, payable from the Pledged Revenues, and (5) in each year, an amount not less than 1.25 times debt service on all (i) alternate bonds payable from the Pledged Revenues previously issued by the City and then outstanding, and (ii) the WIFIA Bond proposed to be issued pursuant to this Ordinance; and WHEREAS, such determination of the sufficiency of the Pledged Revenues is supported by reference to the report (the "Report") prepared by Speer Financial, Inc., Chicago, Illinois ("Speer"), which Report has been presented to and accepted by the Corporate Authorities and is now on file with the City Clerk; and WHEREAS, Speer has a national reputation for expertise in such matters within the meaning of the Debt Reform Act; and WHEREAS, the County Clerk of the County of Kendall, Illinois is therefore authorized to extend and collect property taxes levied in this Ordinance for the payment of the WIFIA Bond, as an alternate bond under the Debt Reform Act, without limitation as to rate or amount; and WHEREAS, the Corporate Authorities deem it necessary and desirable at this time to authorize the borrowing of funds for the Project from the WIFIA Loan by entering into the WIFIA Loan Agreement and, in evidence of such borrowing, to issue the WIFIA Bond in a maximum principal amount (excluding capitalized interest) of $170,000,000; and M WHEREAS, in comnection with the WIFIA Loan, and pursuant to this Ordinance, the City shall enter into the WIFIA Loan Agreement in substantially the form attached hereto as Exhibit A, and the WIFIA Tenn Sheet in substantially the form attached hereto as Exhibit B, with such changes as the Mayor or any other Designated Officer (as herein defined) shall approve, and the Corporate Authorities hereby find that the execution and delivery of the WIFIA Loan Agreement and the acknowledgement and acceptance of the WIFIA Tern Sheet are necessary and advisable in connection with the issuance of the WIFIA Bond payable to the WIFIA Lender in evidence of the WIFIA Loan; and WHEREAS, the Designated Officers are hereby authorized to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or convenient in carrying out the actions authorized by this Ordinance and the transactions contemplated by the documents and instruments approved or authorized by this Ordinance, including, without limitation, making any determinations or submission of any documents or reports which are required by any rule or regulation of any governmental entity, the giving of any notices and directions or the seeking of any consents or acknowledgments in connection with the execution of any agreement related to the WIFIA Loan transaction and the authorization, execution, issuance, and delivery of, and the performance by the City of its obligations under, the documents and instruments approved or authorized by this Ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, AS FOLLOWS: Section 1, Definitions. In addition to the words and terms as defined in the preambles hereto, the following words and terms used in this Ordinance shall have the following meanings unless the context or use clearly indicates another or different meaning is intended: 0 "Additional Bonds" means (i) any revenue bonds to be issued subsequent in time to the WIFIA Bond in accordance with the provisions of the Municipal Code, and (ii) any alternate bonds to be issued subsequent in time to the WIFIA Bond in accordance with the provisions of the Debt Reform Act, in either case on a parity with and sharing ratably and equally in all or a portion of the Pledged Revenues with the WIFIA Bond and the Prior Alternate Bonds. "Additional IEPA Loans" means any revenue bonds payable from the Net Revenues issued subsequent in time to the WIFIA Bond in connection with an IEPA Loan, issued either subordinate to or on a parity with, and sharing ratably and equally in, the Net Revenues with the Prior Alternate Bonds, the WIFIA Bond and any Additional Bonds. "Bond Register " means the books of the City kept by the Bond Registrar to evidence the registration and transfer of the WIFIA Bond. "Bond Registrar" means the Treasurer or a successor designated as Bond Registrar hereunder. "Capitalized Interest Period" has the meaning set forth in the WIFIA Loan Agreement. "Clerk" means the Clerk of the City. "County Clerk" means the County Clerk of the County of Kendall, Illinois. "Debt Service Payment Commencement Date" has the meaning set forth in the WIFIA Loan Agreement. "Designated Officers " means the Mayor, the Treasurer, or the Clerk, or any of them acting together, and their respective successors and assigns. "Eligible Project Costs" has the meaning set forth in the WIFIA Loan Agreement. "Final Disbursement Date" has the meaning set forth in the WIFIA Loan Agreement. "Fiscal Year " means a twelve-month period beginning May 1 of the calendar year and ending on the next succeeding April 30. "Future System Obligation Ordinances " means the ordinances of the City authorizing the issuance of bonds or other debt payable from the Pledged Revenues, but not including the Prior Alternate Bond Ordinances or this Ordinance. "Gross Revenues" means all income from whatever source derived from the System, including, without limitation, (i) investment income; (ii) connection, permit and inspection fees and the Iike; and (iii) penalties and delinquency charges; but expressly excluding (a) non- recurring income from the sale of property of the System; (b) governmental or other grants; (c) advances from or grants made to the City; (d) capital development, reimbursement, or sm recovery charges and the like; and (e) annexation or pre -annexation charges insofar as designated by the Corporate Authorities as paid for System connection or service; and as otherwise determined in accordance with generally accepted accounting principles for municipal enterprise funds. "IEPA" means the Illinois Environmental Protection Agency, or any successor agency under the laws of the State. "IEPA Loans" means, collectively, all from time to time Outstanding loans to the City from the IEPA. "IEPA Loan Account" means any loan account established under any ordinance adopted by the Corporate Authorities from time to time with respect to an IEPA Loan or an Additional IEPA Loan. "Mayor " means the Mayor of the City. "Net Revenues" means Gross Revenues minus Operation and Maintenance Expenses. "Operation and Maintenance Expenses " means all expenses of operating, maintaining and routine repair of the System, including wages, salaries, costs of materials and supplies, power, fuel, insurance, purchase of water (including all payments by the City pursuant to long tern contracts for such services as and to the extent provided in such contracts and specifically including all payments to the DuPage Water Commission for the purchase of water); but excluding debt service, depreciation, or any reserve requirements; and otherwise detenmined in accordance with generally accepted accounting principles for municipal enterprise funds. "Ordinance" means this Ordinance, numbered as set forth on the title page hereof, passed by the Corporate Authorities on the 131h day of January, 2026, as supplemented and amended. "Outstanding" and "Outstanding System Obligations" means (a) when used solely with reference to any of the Prior Alternate Bonds, the Additional Bonds, the IEPA Loans or the Additional IEPA Loans, such of the Prior Alternate Bonds, the Additional Bonds, the IEPA Loans or the Additional IEPA Loans which are outstanding and unpaid; provided, however, such term shall not include any of the Prior Alternate Bonds, the Additional Bonds, the IEPA Loans or the Additional IEPA Loans (1) which have matured and for which moneys are on deposit with proper paying agents, or are otherwise properly available, sufficient to pay all principal and interest thereon, or (ii) the provision for payment of which has been made by the City by the deposit in an irrevocable trust or escrow of funds direct, full faith and credit obligations of the United States of America, the principal and interest of which will be sufficient to pay at maturity or as called for redemption all the principal of and interest and applicable premium, if any, on the Prior Alternate Bonds, the Additional Bonds, the IEPA Loans and the Additional IEPA Loans, and (b) with respect to the WIFIA Bond, the (1) entire amount available to be drawn under the WIFIA Loan Agreement (including amounts drawn, amounts that remain available to be drawn and, if applicable, any capitalized interest added or ONE projected to be added to the principal amount of the WIFIA Loan in accordance with the terms of the WIFIA Loan Agreement), less (ii) any amount that has been irrevocably determined will not be drawn under the WIFIA Loan Agreement, less (iii) the aggregate principal amount of the WIFIA Loan Balance that has been repaid or prepaid. "Parity Obligations " means the Prior Alternate Bonds, the WIFIA Bond, any Additional Bonds and any Additional [EPA Loans that rank on a parity with the WIFIA Bond. "Paying Agent " means the Treasurer or a successor designated as Paying Agent hereunder. "Places for Eating Tax" means the non -home rule sales tax on the gross receipts for prepared food and beverages sold at retail establishments for immediate consumption imposed by the City pursuant to an ordinance adopted by the Corporate Authorities on June 27, 2023, the revenues from which are to be deposited into the Water Fund. "Pledged Revenues " means, collectively, (i) the Net Revenues, (ii) all collections of the Places for Eating Tax, and (iii) certain moneys on deposit from time to time in the funds and accounts held within the Water Fund. "Pledged Revenues Account" means the Pledged Revenues Account established hereunder and further described in Section 12 of this Ordinance. "Pledged Moneys" means the Pledged Revenues and the Pledged Taxes, as each of such terms are defined herein. "Pledged Taxes " means the ad valorem taxes levied against all the taxable property within the City without limitation as to rate or amount, pledged hereunder by the City as security for the WIFIA Bond. "Project" means, collectively, a water supply regionalization and water system improvement project that will enable the City, in coordination with neighboring communities, to connect to a new source of water supply through the DuPage Water Commission and may include construction of a shared transmission main, construction of receiving stations and internal system improvements, including water main repair and replacements that are necessary to connect to and receive the new water supply. "Project Fund" means the Project Fund established hereunder and further described in Section 1 I of this Ordinance. "System Obligation Bond and Interest Account" means the System Obligation Bond and Interest Account continued and renamed pursuant to Section 15 of this Ordinance. "System " refers to all property, real, personal or otherwise owned or to be owned by the City or under the control of the City, and used for water supply purposes, including any and all further extensions, improvements and additions to the System. -12- "Treasurer " means the Treasurer of the City. "Water- Fund" means the Water Fund of the City continued hereunder and further described in Section 14 of this Ordinance. "WIFIA Bond Fund" means the WIFIA Bond Alternate Bond Fund established hereunder and further described in Section 12 of this Ordinance. "WIFIA Expense Fund" means the fund established hereunder and further described by Section I I of this Ordinance. "WIFIA Loan Balance" has the meaning set forth in the WIFIA Loan Agreement. Section 2. Incorporation of Preambles; Acceptance of Report. The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are full, true and correct and do incorporate them into this Ordinance by this reference thereto. The Report is hereby accepted and approved by the Corporate Authorities, and it is hereby found and determined that Speer is a feasibility analyst having a national reputation for expertise in such matters as the Report. Section 3. Determination to Borrow Money from the WIFIA Loan and to Issue the WIFIA Bond. It is hereby found and determined that it is necessary and in the best interests of the City to construct the Project and in order to finance such construction, to borrow money for the Project under the WIFIA Loan from the WIFIA Lender in an amount not to exceed $170,000,000 (sum of disbursements and excluding capitalized interest) and, as evidence of such indebtedness, to issue the WIFIA Bond to said amount pursuant to the Municipal Code and the Debt Reform Act for the purpose of paying for the Eligible Project Costs, and that such borrowing is necessary for the welfare of the government and affairs of the City, is a public purpose and is in the public interest. Section 4. Acceptance and Authorization of the WIFIA Loan; Issuance of' the WIFIA Bond; Execution and Delivery of the WIFIA Loan Agreement; Acknowledgement and Acceptance gall of the WIFIA Term Sheet. The Corporate Authorities authorize the borrowing of money for the Project by entering into the WIFIA Loan with the WIFIA Lender and, in evidence of such borrowing, to issue the WIFIA Bond. Each of the Designated Officers is hereby authorized to take all necessary action to have the WIFIA Bond prepared and executed and to deliver all other necessary documents with respect to the WIFIA Loan in accordance with the terms of the WIFIA Loan Agreement. The WIFIA Bond shall be executed and delivered to the Bond Registrar and be delivered by the Bond Registrar to the purchaser thereof, namely, the WIFIA Lender, on the date of execution and delivery of the WIFIA Loan Agreement, all in accordance with the provisions of the WIFIA Loan Agreement, in substantially the form attached hereto as Exhibit A, with such changes as the Mayor shall approve, the execution thereof to constitute conclusive evidence of the approval of the WIFIA Loan Agreement. The Corporate Authorities hereby authorize and direct the Mayor or any of the Designated Officers to execute, attest and deliver the WIFIA Loan Agreement in the narne and on behalf of the City. The Corporate Authorities hereby further authorize and direct any of the Designated Officers to acknowledge and agree to the terrns in the WIFIA Tenn Sheet in the name and on behalf of the City by execution of same. The Corporate Authorities hereby authorize acceptance of the offer of the WIFIA Loan, including all terms and conditions of the WIFIA Loan Agreement as well as all special conditions contained therein and/or made a part thereof by reference. The Corporate Authorities hereby further agree that the WIFIA Loan funds disbursed under the WIFIA Loan Agreement shall be used solely for the purposes of the Project and to pay the Eligible Project Costs as approved by the WIFIA Lender in accordance with the terrns of the WIFIA Loan Agreement. Any of the Designated Officers or their designees shall be authorized to take all necessary action to cause the Advances (as hereinafter defined) to be made in accordance with -14- the terms of the WIFIA Loan Agreement. Section S. Bond Details. For the purpose of providing for the payment of the Eligible Project Costs, there shall be issued a single WIFIA Bond payable to the WIFIA Lender or registered assigns as provided therein. The maximum principal amount of the WIFIA Bond shall be $170,000,000 (excluding capitalized interest), as evidenced by the WIFIA Bond. Amounts advanced by the WIFIA Lender from time to time to pay Eligible Project Costs (the "Advances") shall be disbursed from time to time in accordance with the provisions of the WIFIA Loan Agreement. The WIFIA Bond shall be designated "General Obligation Bond (Alternate Revenue Source), Series 2026A (WIFIA ID N221491L)" and shall be dated no later than the date of the execution and delivery of the WIFIA Loan Agreement. The WIFIA Loan Balance from time to time outstanding shall bear interest as set forth in the WIFIA Loan Agreement, the initial rate not to exceed five and one-half percent (5.50%) per annum, such rate being subject to adjustment as set forth in the WIFIA Loan Agreement but at no time to exceed eight percent (8%) per annum. hnterest shall be computed on the basis of a 360-day year of twelve (12) thirty (30) day months, and payable in arrears on each January I and July 1, commencing on the Debt Service Payment Commencement Date, provided, however, that pursuant to Section 8(a)(iii) of the WIFIA Loan Agreement, no payment of principal of or interest on the WIFIA Loan will be required to be made during the Capitalized Interest Period. Interest accrued and not paid on the WIFIA Loan during the Capitalized Interest Period shall be capitalized and added to the WIFIA Loan Balance pursuant to the WIFIA Loan Agreement. The WIFIA Loan Balance shall become due and payable pursuant to a schedule of repayment detennined (and modified, as applicable) as set forth in the WIFIA Loan Agreement (the "Repayment Schedule"), with a final maturity date as set forth in the WIFIA Loan Agreement. -15- Payments of principal, interest and other amounts due in respect of the WIFIA Bond shall be made in lawful money of the United States of America in the manner set forth in the WIFIA Loan Agreement. All terms and conditions regarding payment of the WIFIA Bond shall be in a manner consistent with the WIFIA Loan Agreement. Section 6. Redemption. The City may redeem the WIFIA Bond in whole at any time on or after the Final Disbursement Date, or in part on any January I or July 1 on or after the Final Disbursement Date (not more than once per calendar year) in principal amounts of $500,000 or any integral multiple of $1.00 in excess thereof to be determined by the City, without penalty or premium, at the redemption price of principal plus accrued interest to the date of redemption, and shall further include payment of all obligations of the City under the WIFIA Loan Agreement in respect of the WIFIA Loan, including fees and expenses, then due and payable, in accordance with and as further described in the WIFIA Loan Agreement. For purposes of clarity, any reference to "prepayment" of the WIFIA Loan in the WIFIA Loan Agreement shall be interpreted as a reference to "redemption" of the WIFIA Bond for purposes of this Ordinance. Section 7. Registration of WIFIA Bond; Persons Treated as Owner. The City shall cause the Bond Register as provided in this Ordinance to be kept at the principal office maintained for the purpose by the Bond Registrar in Yorkville, Illinois, which is hereby constituted and appointed the registrar of the City for the WIFIA Bond. The WIFIA Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in this Ordinance. Upon surrender for transfer or exchange of the WIFIA Bond at the principal office maintained for the purpose by the Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer or -16- exchange in form satisfactory to the Bond Registrar and duly executed by the registered owner or an attorney for such owner duly authorized in writing, the City shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees or, in the case of an exchange, the registered owner, a new fully -registered WIFIA Bond. The execution by the City of the fully -registered WIFIA Bond shall constitute full and due authorization of the WIFIA Bond, and the Bond Registrar shall thereby be authorized to authenticate, date and deliver the WIFIA Bond, provided, however, the principal amount of the WIFIA Bond authenticated by the Bond Registrar in connection with any transfer or exchange shall not the WIFIA Loan Balance. The person in whose name the WIFIA Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on the WIFIA Bond shall be made only to or upon the order of the registered owner thereof or the legal representative of such owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon the WIFIA Bond to the extent of the sum or sums so paid. No service charge shall be made to any registered owner of the WIFIA Bond for any transfer or exchange of the WIFIA Bond, but the City or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of the WIFIA Bond except in the case of the issuance of a new WIFIA Bond for the unredeemed portion of the WIFIA Bond surrendered for redemption. The WIFIA Bond may be sold in accordance with the WIFIA Loan Agreement. Section 8. Form of WIFIA Bond, The WIFIA Bond shall be in substantially the form set forth in the WIFIA Loan Agreement. -17- Section 9. Execution and Authentication of WIFIA Bond. The WIFIA Bond shall be executed on behalf of the City by the manual or duly authorized facsimile signature of its Mayor and attested by the manual or duly authorized signature of its City Clerk, as they may determine, and shall be impressed or imprinted with the corporate seal or facsimile seal of the City. In case any such officer whose signature shall appear on the WIFIA Bond shall cease to be such officer before the delivery of same, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The WIFIA Bond shall have thereon a certificate of authentication, substantially in the form provided, duly executed by the Bond Registrar as authenticating agent of the City and showing the date of authentication. No WIFIA Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Bond Registrar by manual signature, and such certificate of authentication upon any such WIFIA Bond shall be conclusive evidence that such WIFIA Bond has been authenticated and delivered under this Ordinance. Section 10. Treatment of WIFIA Bond as Debt. The WIFIA Bond shall be payable from the Pledged Moneys and does not constitute an indebtedness of the City within the meaning of any constitutional provision or limitation, unless the Pledged Taxes shall be extended pursuant to the general obligation, full faith and credit promise supporting the WIFIA Bond, as set forth herein, in which case the amount of the WIFIA Loan Balance then Outstanding shall be included in the computation of indebtedness of the City for purposes of all statutory provisions or limitations until such time as an audit of the City shall show that the WIFIA Bond has been paid from the Pledged Revenues for a complete Fiscal Year, in accordance with the Debt Reform Act. Section IL Use of WIFIA Bond Proceeds. The proceeds derived from the sale of the WIFIA Bond shall be deposited into a separate fund, hereby created, and designated as the -is- "WIFIA Bond Project Fund " (the "Project Fund"), which fund is hereby irrevocably pledged to the WIFIA Lender for its sole benefit. Amounts on deposit in the Project Fund from time to time shall be used solely to pay Eligible Project Costs. The City hereby creates a separate fund and account of the City designated as the "WIFIA Expense Fund ", which fund is irrevocably pledged to the WIFIA Lender for its sole benefit. The City shall deposit funds of the City on hand and lawfully available for such purpose into the WIFIA Expense Fund for the purpose of paying the costs of issuance of the WIFIA Bond. Section 12. WIFIA Bond Fund. There is hereby created a special fund of the City, which fund shall be held by the Paying Agent separate and apart from all other funds and accounts of the City and shall be known as the "WIFIA Bond Alternate Bond Fund" (the "WIFIA Bond Fund"), which fund is hereby irrevocably pledged to the WIFIA Lender and any subsequent registered holder of the WIFIA Bond for its and their sole benefit and shall be used only for the purpose of paying the principal of and interest on the WIFIA Bond. The purpose of the WIFIA Bond Fund is to provide a fund to receive and disburse the Pledged Revenues and Pledged Taxes for payment of the WIFIA Bond. All payments with respect to the WIFIA Bond shall be made directly from the WIFIA Bond Fund. There are hereby created two accounts in the WIFIA Bond Fund, designated the "Pledged Revenues Account" and the "Pledged Taxes Account". All Pledged Revenues to be applied to the payment of the WIFIA Bond shall be deposited to the credit of the Pledged Revenues Account and all Pledged Taxes shall be deposited to the credit of the Pledged Taxes Account. The WIFIA Bond Fund and its respective accounts constitute a trust fund established for the purpose of carrying out the covenants, terms and conditions imposed upon the City by this Ordinance. -19- Any Pledged Taxes received by the City with respect to the WIFIA Bond shall promptly be deposited into the WIFIA Bond Fund. Pledged Taxes on deposit to the credit of the Pledged Taxes Account shall be fully spent to pay the principal of and interest on the WIFIA Bond for which such taxes were levied and collected prior to use of any moneys on deposit in the Pledged Revenues Account of the WIFIA Bond Fund. As described in Section 15 hereof, all Pledged Revenues will be deposited into the Pledged Revenues Account on a monthly basis. Section 13. Pledged Taxes; Tax Levy. For the purpose of providing necessary funds to pay the principal of and interest on the WIFIA Bond, and as provided in Section 15 of the Debt Refon-n Act, there is hereby levied upon all of the taxable property within the City, in the years for which the WIFIA Bond is Outstanding, the Pledged Taxes set forth as Exhibit C hereto, the same being a direct annual tax in amounts sufficient for that purpose. Interest or principal coming due at any time when there are insufficient funds on hand from the Pledged Moneys to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the Pledged Moneys herein pledged and levied; and when the Pledged Moneys shall have been collected, reimbursement shall be made to said funds in the amount so advanced. Subject to the provisions of Section 19 hereof, the City covenants and agrees with the purchaser and the owner of the WIFIA Bond that so long as the WIFIA Bond remains Outstanding, the City will take no action or fail to take any action which in any way would adversely affect the ability of the City to collect the Pledged Revenues or to levy and collect the Pledged Taxes. The City and its officers will comply with all present and future applicable taws in order to assure that the Pledged Revenues will be available and that the Pledged Taxes will be levied, extended and collected as provided herein and deposited into the WIFIA Bond Fund. Pledged Taxes on deposit to the credit of the WIFIA Bond Fund shall be fully spent to pay the -20- principal of and interest on the WIFIA Bond for which such taxes were levied and collected prior to use of any other moneys on deposit in the WIFIA Bond Fund. After the final Advance is made and the Repayment Schedule is determined as set forth in Section S of this Ordinance and the WIFIA Loan Agreement, to the extent that the Pledged Taxes levied above and set forth as Exhibit C hereto exceed the amount necessary to pay debt service on the WIFIA Bond, each of the Designated Officers is hereby authorized to direct the abatement of such Pledged Taxes to the extent of the excess of such levy in each year over the amount necessary to pay debt service on the WIFIA Bond in the following bond year. Proper notice of such abatement shall be filed with the County Clerk in a timely manner to effect such abatement. Section 14. Continuation of Water Fund and Accounts Thereof. Upon the issuance of the WIFIA Bond, the System shall continue to be operated on a Fiscal Year basis. All of the Gross Revenues shall be set aside as collected and be deposited into a separate fund and in an account in a bank designated by the Corporate Authorities, which fund has heretofore been created and is hereby expressly continued and designated as the "Water Fund" (the "Water Fund") of the City, which shall constitute a trust fund for the purpose, among others, of carrying out the covenants, terms, and conditions of the Prior Alternate Bond Ordinances, this Ordinance and any Future System Obligation Ordinances, and shall be used only in paying Operation and Maintenance Expenses, providing an adequate depreciation fund, paying the principal of and interest on all bonds and other indebtedness of the City which by their terms are payable from the Net Revenues, providing for the continuation or establishment of and expenditure from the respective accounts as hereinafter described, and for such other System - related purposes as may be provided by law and contract. In addition to the Gross Revenues, the revenues received from the collection of the Places for Eating Tax shall be deposited into -21- the Water Fund and credited thereto on or before the first (1 ") day of each month by the Treasurer. Section 15. Flow of Funds in Water Fund. There shall be and there are hereby continued or created, as the case may be, separate accounts in the Water Fund to be known as the "Operation and Maintenance Account," the "System Obligation Bond and hnterest Account" (originally referred to as the Alternate Bond and Interest Account (Water) under the Series 2025A Bond Ordinance), the "Depreciation Account," the "Places for Eating Tax Account," and the "Surplus Account" (originally referred to as the Surplus Account (2025A) under the Series 2025A Bond Ordinance), to which there shall be credited on or before the first (I") day of each month by the Treasurer, without any further official action or direction, in the order in which said accounts are hereinafter mentioned, all moneys held in the Water Fund, in accordance with the following provisions: (a) Operation and Maintenance Account: There shall be deposited and credited to or retained in the Operation and Maintenance Account an amount sufficient, when added to the amount then on deposit in said Account, to establish or maintain a balance to an amount not less than the amount considered necessary to pay Operation and Maintenance Expenses for the then current and the next succeeding month. (b) System Obligation Bond and Interest Account: There next shall be deposited and credited to the System Obligation Bond and Interest Account and held, in cash and investments, in each month a fractional amount of the interest becoming due on the next succeeding interest payment date on all Outstanding Parity Obligations and also a fractional amount of the principal becoming due on the next succeeding principal maturity date of all of the Outstanding Parity Obligations. Such respective fractional amounts in the System Obligation Bond and Interest Account will then be immediately transferred to the separate bond funds for each series of Outstanding Parity Obligations including, with respect to the WIFIA Bond, the Pledged Revenues Account of the WIFIA Bond Fund. Such deposits shall be made into the System Obligation Bond and Interest Account until there shall have been accumulated and held, in cash and investments, in the System Obligation Bond and Interest Account on or before the last day of the month preceding such payment date of interest or maturity date of principal, an amount sufficient to pay such principal or interest, or both, of all Outstanding Parity Obligations. Pursuant to Section 15(d), funds in the Places for Eating Tax Account shall be transferred to the System Obligation Bond and Interest Account from time to time in such amounts as the City may deem necessary for the purpose of paying principal or interest, or both, on any interest payment date or maturity date of principal on all Outstanding System Obligations payable from the Pledged Revenues. If on any occasion there shall not be -22- sufficient Pledged Revenues to make the required deposits into the System Obligation Bond and Interest Account for any Outstanding Parity Obligations, then such available Pledged Revenues shall be applied pro rata to any such required deposits and any such deficiency shall be made up as soon as possible from the next available Pledged Revenues, or from any other source available for such purpose. In computing the fractional amount to be set aside each month in the System Obligation Bond and Interest Account, the fraction shall be so computed that sufficient funds will be set aside in said Account (i) in order to abate the Pledged Taxes in accordance with the provisions of this Ordinance, and (ii) be available for the prompt payment of such principal of and interest on all Outstanding Parity Obligations as will become due and shall be not less than one -fifth of the interest becoming due on the next succeeding interest payment date and not less than one -tenth of the principal becoming due on the next succeeding principal payment date on all Outstanding Parity Obligations until there is sufficient money in said Account to pay such principal or interest, or both. Credits or deposits to the System Obligation Bond and Interest Account may be suspended in any Fiscal Year at such time as there shall be a sufficient sum, held in cash and investments, in said Account to meet principal and interest requirements of such Outstanding System Obligations for the balance of such Fiscal Year, but such credits or deposits shall again be resumed at the beginning of the next Fiscal Year. All moneys in the System Obligation Bond and Interest Account shall be used only for the purpose of paying interest on and principal of Outstanding Parity Obligations. Pledged Taxes on deposit in the Pledged Taxes Account of the WIFIA Bond Fund shall be fully spent to pay the principal of and interest on the WIFIA Bond for which such taxes were levied and collected prior to use of any other moneys on deposit in the System Obligation Bond and Interest Account. Pledged Taxes on deposit in the Pledged Taxes Account of the WIFIA Bond Fund shall only be used to pay the principal of and interest on the WIFIA Bond for which such taxes were levied and collected. (c) Depreciation Account: There shall be deposited in and credited to the Depreciation Account in each month after the required payments have been made into the accounts described above, such amounts as the City may deem necessary in order to provide an adequate depreciation for the System. Amounts to the credit of the Depreciation Account shall be used for (1) the payment of the cost of extraordinary maintenance, necessary repairs and replacements, or contingencies, the payment for which no other funds are available, in order that the System may at all times be able to render efficient service, and (ii) the payment of principal of or interest on any Outstanding System Obligations at any time when there are no other funds available for that purpose in order to prevent a default and shall be transferred to the System Obligation Bond and Interest Account or an IEPA Loan Account, as applicable, for such purpose. -23- Whenever an amount is withdrawn from the Depreciation Account for the purpose stated in clause (ii) of the preceding paragraph, the amount so transferred shall be added to the amount to be next and thereafter credited to said Depreciation Account until full reimbursement to the Depreciation Account has been made. Each expenditure to be made from the Depreciation Account for a purpose stated in clause (i) of the preceding paragraph shall be made only after a registered professional engineer employed for that purpose has certified that such expenditure is necessary to the continued effective and efficient operation of the System. (d) Places,for Eating Tax Account: There shall be deposited into and credited to the Places for Eating Tax Account in each month the collections from the Places for Eating Tax. Amounts in the Places for Eating Tax Account shall be used only for the purpose of paying principal or interest, or both, on any interest payment date or maturity date of principal on any Outstanding System Obligations payable from the Pledged Revenues, and shall be transferred to the System Obligation Bond and Interest Account from time to time in such amounts as the City may deem necessary for such purpose. (e) Surplus Account: At the end of the Fiscal Year, all moneys remaining in the Water Fund, after crediting the required amounts to the respective accounts hereinabove provided for, and after making up any deficiency in the accounts described in subsections (a) to (c), inclusive, shall be credited to the Surplus Account. Funds in the Surplus Account shall (A) be used first to make up any subsequent deficiencies in any of the accounts hereinabove named as the City may deem necessary and (B) then, at the discretion of the Corporate Authorities, shall be used for one or more of the following purposes without any priority among their: (1) For the purpose of making transfers to the Water Fund generally to be applied and treated as Net Revenues when transferred; or (2) For the purpose of constructing or acquiring repairs, replacements, renewals, improvements or extensions to the System; or (3) For the purpose of calling and redeeming Outstanding System Obligations which are callable at the time; or (4) For the purpose of purchasing Outstanding System Obligations at the time at a price of not to exceed par and accrued interest to the date of purchase and the then applicable redemption premium, if any, thereon; or (5) For the purpose of paying principal of and interest on any subordinate bonds or obligations issued for the purpose of acquiring or constructing repairs, replacements, renewals, improvements and extensions to the System; or (6) For any other lawful System purpose. -24- (f) Investments. Money to the credit of the Water Fund prior to the monthly accounting and to the credit of the Operations and Maintenance Account may be invested pursuant to any authorization granted to municipal corporations by Illinois statute or court decision. All interest on any funds so invested may be credited to the Water Fund and is hereby deemed and allocated as expended with the next expenditure(s) of money from the Water Fund, or may be credited to the account for which the investment was made. (g) Future System Obligation Ordinances. The Corporate Authorities may, at their discretion, adopt Future System Obligation Ordinances which create additional accounts in the Water Fund for the payment and security of water revenue bonds. Amounts in the Water Fund shall be credited to and transferred from said accounts in accordance with the terms of such Future System Obligation Ordinances, subject to Section 16(d) below. Section 16. Additional Bonds, Subordinate System Obligations and Future System Obligation Ordinances. Notwithstanding anything in this Ordinance to the contrary but subject to the terms of the WIFIA Loan Agreement, the City reserves the right to: (a) issue Additional Bonds from time to time payable from the Pledged Revenues, and any such Additional Bonds shall share ratably and equally in the Pledged Revenues with the Prior Alternate Bonds and the WIFIA Bond; provided, however, that no Additional Bonds shall be issued except in accordance with the provisions of the Debt Reform Act as the Debt Reform Act is written at this time and demonstrating that the coverage required under the Debt Reform Act for the issuance of alternate bonds payable from the Pledged Revenues shall have been met for the Outstanding System Obligations; (b) issue Additional IEPA Loans from time to time payable from the Pledged Revenues, and any such Additional IEPA Loans may either be subordinate to or share ratably and equally in the Pledged Revenues with the Prior Alternate Bonds, the WIFIA Bond, and the Additional Bonds, except that any Additional IEPA Loans issued or incurred on a parity with the WIFIA Bond shall be subject to clause (a) of this Section and the requirements of the WIFIA Loan Agreement; (c) issue revenue bonds from time to time payable from the Pledged Revenues that are subordinate to the Prior Alternate Bonds, the WIFIA Bond, the Additional Bonds, the [EPA Loans and Additional IEPA Loans, and are payable from the money remaining in the Surplus Account after making required deposits into the System Obligation Bond and Interest Account; and (d) adopt Future System Obligation Ordinances to provide for the funding of accounts in the Water Fund having a prior and superior lien on the Pledged Revenues to the lien of the System Obligation Bond and Interest Account. Such accounts may include an account or a series of accounts for the payment of and reserves for the WIFIA Bond, the Additional Bonds, the IEPA Loans, the Additional IEPA Loans or other obligations of the City payable from the Pledged Revenues; operating reserve accounts; renewal, replacement, depreciation, emergency reserve and the like accounts; rate stabilization and like accounts; or -25- capital project accounts. Any such Future System Obligation Ordinances, or if not applicable, future ordinances of the City, may provide for the Prior Alternate Bonds and the WIFIA Bond (and Additional Bonds) to be payable from such other or renamed account of the fund or funds related to the Systern as may be therein described, provided, however, that, in all events, the covenant to provide sufficient Pledged Revenues accumulating as herein provided shall continue to be met and, except with respect to the Operation and Maintenance Account and the payment of Operation and Maintenance Expenses, nothing in this Section 16(d) shall be construed to authorize the City to provide for the establislunent or funding of accounts in the Water Fund having a lien on the Pledged Revenues that is prior or superior to the lien on the Pledged Revenues in favor of the WIFIA Bond. Section 17. General Covenants Regarding the System. The City covenants and agrees with the owners of the Outstanding System Obligations, so long as there are any Outstanding System Obligations, as follows: (a) The City will maintain the System in good repair and working order, will operate the same efficiently and faithfully, and will punctually perform all duties with respect thereto required by the Constitution and laws of the State and of the United States of America. (b) The City will establish and maintain at all times reasonable fees, charges and rates for the use and service of the System, and will provide for the collection thereof and the segregation and application of the revenues of the System in the manner provided by this Ordinance, sufficient at all times to pay Operation and Maintenance Expenses, to provide an adequate depreciation fund, to pay the principal of and interest on all System Obligations, and to provide for the creation and maintenance of the respective accounts as provided in this Ordinance; provided, however, that the City need not charge itself for such services if in the previous Fiscal Year, Pledged Revenues, not including any payments made by the City, shall have met the requirements of this Ordinance. (c) There shall be charged against all users of the System such rates and amounts for water services as shall be adequate to meet the requirements of this subsection. (d) Whenever the coverage requirement in Section 1 S(a) is not achieved or Pledged Taxes are extended and collected as provided in this Ordinance, the City covenants to have prepared as soon as practicable a rate and management study for the System by an independent engineer or consultant (experienced with respect to the System) employed for that purpose. (e) The City from time to time will make all needful and proper repairs, replacements, additions, and bettennents to the System so that it may at all times be operated properly and advantageously; and when any necessary equipment or facility shall have been worn out, destroyed, or otherwise is insufficient for proper use, it shall be promptly replaced so that the value and efficiency of the System shall be at all times fully maintained. -26- (f) The City will establish such rules and regulations for the control and operation of the System necessary for the safe, lawful, efficient and economical operation thereof. (g) The City will make and keep proper books and accounts (separate and apart from all other records and accounts of said City), in which complete entries shall be made of all transactions relating to the System, and hereby covenants that within ninety (90) days following the close of each Fiscal Year, it will cause the books and accounts of the System to be audited by independent certified public accountants. Said audit will be available for inspection by the holder of the W[FIA Bond. Each such audit, in addition to whatever matters may be thought proper by the accountants to be included therein, shall, without limiting the generality of the foregoing, include the following: (i) A statement in detail of income and expenditures of the System for such Fiscal Year. (ii) A balance sheet as of the end of such Fiscal Year, including a statement of the amount held in each of the accounts of the Water Fund. (iii) A list of all insurance policies in force at the end of the Fiscal Year, setting out as to each policy the amount of the policy, the risks covered, the name of the insurer, and the expiration date of the policy. (iv) The number of System customers and users served by the System at the end of the Fiscal Year, the quantity of water supplied by the System and a summary of rates in effect at the end of such Fiscal Year for services of the System and any changes in such rates effective during such Fiscal Year. (v) The accountant's comment regarding the manner in which the City has carried out the accounting requirements of this Ordinance, and the accountant's recommendations for any changes or improvements in the operation of the System. (h) The City will keep the books and accounts for the System in accordance with generally accepted fund reporting practices for municipal enterprise funds; provided, however, that the monthly credits to the System Obligation Bond and Interest Account, the IEPA Loan Account and the Depreciation Account shall be in cash and said funds shall be held separate and apart in cash and investments. For the purpose of determining whether sufficient cash and investments are on deposit in such accounts under the terms and requirements of this Ordinance, investments shall be valued at the lesser of cost or the market price on the valuation date thereof, which valuation date shall be not Iess frequently than annually. (i) The City will take no action in relation to the System which would unfavorably affect the security of the Outstanding System Obligations or the prompt payment of the principal and interest thereon. Any amounts received from the sale of property of the System shall be deposited to the credit of the Depreciation Account. _27_ 0) Any holder of the WIFIA Bond may proceed by civil action to compel performance of all duties required by law and this Ordinance, including the making and collecting of sufficient charges and rates for the services supplied by the System and the application of the income and revenue therefrom. (k) The City will carry insurance on the System of the kinds and in the amounts which are usually carried by private parties operating similar properties, covering such risks as shall be recommended by a competent consulting engineer or insurance consultant employed by the City for the purpose of making such recommendations. All moneys received for loss under such insurance policies shall be deposited into the Depreciation Account and used in making good the loss or damage in respect of which they were paid, either by repairing the property damaged or making replacement of the property destroyed, or for other necessary capital improvements and provision for making good such loss or damage shall be made within ninety (90) days from the date of the loss. The payment of premiums for all insurance policies required under the provisions of this covenant shall be considered an Operation and Maintenance Expense. The proceeds derived from any and all policies for workers' compensation or public liability shall be paid into the Operation and Maintenance Account and used in paying the claims on account of which they were received. (1) The City covenants, to the extent penmitted by law, that the City will not grant a franchise or other rights for the operation of any competing water system within the City or the area served by the System. (in) Upon request, the City will provide annual financial statements, including the comprehensive annual financial report, if one is prepared, to any holder of the WIFIA Bond and the Outstanding System Obligations. Section 18, General Covenants Regarding the WIFIA Bond. The City covenants and agrees with the owner of the WIFIA Bond, so long as the WIFIA Bond remains Outstanding, as follows: (a) For the purpose of providing funds required to pay the interest on the WIFIA Bond promptly when and as the same falls due, and to pay and discharge the principal thereof at maturity, the City covenants and agrees with the owner of the WIFIA Bond that the City will deposit the Pledged Revenues into the Water Fund. The Pledged Revenues are hereby pledged to the payment of the WIFIA Bond and the City covenants and agrees to provide for, budget, collect and apply the Pledged Revenues to the payment of the WIFIA Bond and the provision of not less than an additional .25 times debt service, all in accordance with Section 15 of the Debt Reforfn Act and the terms of the WIFIA Loan Agreement. (b) The City will punctually pay or cause to be paid from the System Obligation Bond and Interest Account and from the WIFIA Bond Fund the principal and interest to become due in respect to the WIFIA Bond in strict conformity with the terms of the WIFIA Bond, this Ordinance and the WIFIA Loan Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements thereof and hereof. (c) The City will pay and discharge, or cause to be paid and discharged, from the System Obligation Bond and Interest Account and the WIFIA Bond Fund any and all lawful claims which, if unpaid, might become a lion or charge upon the Pledged Moneys, or any part thereof, or upon any funds in the hands of the Bond Registrar, or which might impair the security of the WIFIA Bond. Nothing contained herein shall require the City to make any such payment so long as the City in good faith shall contest the validity of said claims. (d) The City will adopt a budget and approve appropriations for the Water Fund prior to the beginning of each Fiscal Year, subject to all applicable State laws, providing for the payment of all sums to be due in such Fiscal Year so as to comply with the terms of this Ordinance. The budget may include in its estimate of incorne the use of available surplus moneys or other funds of the City appropriated for such purposes. If during such Fiscal Year there are extraordinary receipts or payments of unusual cost, the City will adopt an amended budget for the remainder of such Fiscal Year, providing for receipts or payments pursuant hereto. (e) The City will preserve and protect the security of the WIFIA Bond and the rights of the registered owner of the WIFIA Bond, and will warrant and defend its rights against all claims and demands of all persons. From and after the sale and delivery of the WIFIA Bond by the City, the WIFIA Bond shall be incontestable by the City. (f) The City will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the performance of, this Ordinance, and for the better assuring and confirming unto the registered owner of the WIFIA Bond of the rights and benefits provided herein. (g) As long as the WIFIA Bond is Outstanding, the City will take no action or fail to take any action which in any way would adversely affect the ability of the City to levy the Pledged Taxes and to collect and to segregate the Pledged Revenues and the Pledged Taxes. The City and its officers will comply with all present and future applicable laws in order to assure that the Pledged Taxes can be levied and extended and that the Pledged Moneys may be collected and deposited as provided in this Ordinance. (h) Once issued, the WIFIA Bond shall be and forever remain until paid in full the general obligation of the City, for the payment of which its full faith and credit are pledged, and shall be payable, in addition to the Pledged Revenues, from the levy of the Pledged Taxes as provided in the Debt Reform Act. The full faith and credit of the City are hereby pledged for the payment of all such amounts of the WIFIA Bond and under the other WIFIA Loan Documents (as defined in the WIFIA Loan Agreement). Section 19. Abatement of Pledged Taxes. Whenever the Corporate Authorities shall have determined that in any year the Pledged Revenues have been deposited into the WIFIA Bond -29- Fund in an amount sufficient to pay 100% of the debt service on the WIFIA Bond, so as to enable the abatement of the Pledged Taxes levied for the same, the Corporate Authorities shall direct the abatement of the Pledged Taxes to the extent such Pledged Taxes relate to the debt service paid or to be paid by the Pledged Revenues in the WIFIA Bond Fund. Proper notification of such abatement shall be tiled with the County Clerk in a timely manner to effect such abatement. Section 20. Filing with County Clerk. Promptly, as soon as this Ordinance becomes effective and the final terms of the WIFIA Bond are set forth in the WIFIA Loan Agreement, a copy of this Ordinance, as certified by the City Clerk, shall be filed with the County Clerk; and said County Clerk shall in and for each of the levy years as provided herein ascertain the rate percent required to produce the aggregate Pledged Taxes hereinbefore provided to be levied in each of said years; and said County Clerk shall extend the same for collection on the tax books in connection with other taxes levied in said years in and by the City for general corporate purposes of the City; and the County Clerk, or other appropriate officer or designee, shall remit the Pledged Taxes for deposit to the credit of the WIFIA Bond Fund, and in said years the Pledged Taxes shall be levied and collected by and for and on behalf of the City in like manner as taxes for general corporate purposes for said years are levied and collected, and in addition to and in excess of all other taxes. The Pledged Taxes are hereby irrevocably pledged to the WIFIA Lender and any subsequent registered holder of the WIFIA Bond and shall be used only for the purpose of paying principal of and interest on the WIFIA Bond. Section 21. Defeasance of WIFIA Bond. The WIFIA Bond is not subject to defeasance. Section 22. Duties of Bond Registrar. If requested by the Bond Registrar or the Paying Agent, or both, any Designated Officer is authorized to execute the Bond Registrar's standard fonn of agreement between the City and the Bond Registrar or Paying Agent with respect to the obligations and duties of the Bond Registrar hereunder which may include the following: -30- (a) to act as bond registrar, paying agent, authenticating agent and transfer agent as provided herein; (b) to maintain a list of the bondholders as set forth herein and to furnish such list to the City upon request, but otherwise to keep such list confidential; (c) to give notice of redemption of the WIFIA Bond as provided herein; (d) to cancel and/or destroy the WIFIA Bond which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (e) to furbish the City at least annually a certificate with respect to the cancelled and/or destroyed WIFIA Bond; and (f) to furnish the City at least annually an audit confirmation of the principal amount of the WIFIA Bond paid, the principal amount of the WIFIA Bond Outstanding and payments made with respect to interest on the WIFIA Bond. Section 23. Provisions a Contract. The provisions of this Ordinance shall constitute a contract between the City and the owner of the WIFIA Bond and no changes, additions, or alterations of any kind shall be made hereto, except as herein provided, so long as the WIFIA Bond is Outstanding. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Ordinance shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation. Section 24. Severability. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. Section 25. Repealer. All ordinances, resolutions or orders, or parts thereof, in conflict with the provisions of this Ordinance are to the extent of such conflict hereby repealed. Section 26. Effective Date. This Ordinance shall be in full force and effect forthwith and immediately upon its passage. -31- Passed by the Corporate Authorities on January 13, 2026 by a roll call vote as follows: AYES: Funkhouser, Corneils, Transier, Soling, Marek, Hyett, Koch, and Plocher NAYS: ABSENT: APPROVED this 13"' day of January, 2026. Attest,;, City Clerk -32- UNITED CITY OF YORKVILLE, KEN MNTY, ILLINOIS By: Mayor EXHIBIT A FORM OF WIFIA LOAN AGREEMENT See attached ��ZfO SrgrEd, Wt IFIA a P R O G R A M pHOit'- WIFIA CUSIP Number: 987354 BLO UNITED STATES ENVIRONMENTAL PROTECTION AGENCY WIFIA LOAN AGREEMENT For Up to $170,000,0001 With UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS For the YORKVILLE WATERLINK PROJECT (WIFIA ID — N22149IL) Dated as of [ ], 2026 3964889.6 047899 CTR TABLE OF CONTENTS Pale ARTICLE I DEFINITIONS AND INTERPRETATION................................................................2 Section1. Definitions....................................................................................................2 Section 2. Interpretation..............................................................................................16 ARTICLE It THE WIFIA LOAN..................................................................................................18 Section 3. WIFIA Loan Amount.................................................................................18 Section 4. Disbursement Conditions...........................................................................18 Section5. Term...........................................................................................................18 Section 6. Interest Rate ............................ ............... ........18 Section 7. Security and Priority; Flow of Funds.........................................................19 Section8. Repayments................................................................................................19 Section 9. Prepayment........................................................ .....21 ................................... Section 10. Fees and Expenses.....................................................................................22 ARTICLE III CONDITIONS PRECEDENT................................................................................24 Section 11. Conditions Precedent.................................................................................24 ARTICLE IV REPRESENTATIONS AND WARRANTIES......................................................27 Section 12. Representations and Warranties of Borrower............................................27 Section 13. Representations and Warranties of WIFIA Lender...................................33 ARTICLE V COVENANTS ...................................................................................... ...............33 Section 14. Affirmative Covenants...............................................................................33 Section 15. Negative Covenants...................................................................................38 Section 16. Reporting Requirements............................................................................40 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES.........................................................40 Section 17. Events of Default and Remedies................................................................40 ARTICLE VII MISCELLANEOUS ..................... .........................................................................43 Section 18. Disclaimer of Warranty ...................................... ..................43 Section 19. No Personal Recourse................................................................................43 Section 20. No Third -Party Rights................................................................................43 Section 21. Borrower's Authorized Representative......................................................43 Section 22. WIFIA Lender's Authorized Representative.............................................43 Section23. Servicer......................................................................................................43 Section 24. Amendments, Waivers and Termination...................................................44 Section 25. Governing Law..........................................................................................44 Section 26. Severability................................................................................................44 Section 27. Successors and Assigns..............................................................................44 Section 28. Remedies Not Exclusive ...................................... ........44 .............................. Section 29. Delay or Omission Not Waiver..................................................................44 Section 30. Counterparts; Electronic Signatures..........................................................44 Section31. Notices.......................................................................................................45 Section 32. Indemnification..........................................................................................46 Section 33. Sale of WIFIA Loan...................................................................................47 Section 34. Effectiveness..............................................................................................47 Section 35. Release of Lien..........................................................................................47 Section36. Survival......................................................................................................47 3964889.6 047899 CTR Section 37. Integration ............ Schedules SCHEDULE I --- WIFIA Loan Specific Terms SCHEDULE II — Project Details SCHEDULE I II — Borrower Disclosures SCHEDULE IV — Requisition Procedures SCHEDULE V — Reporting Requirements SCHEDULE VI — WIFIA Loan Amortization Schedule M .....................................47 Exhibits EXHIBIT A — Form of WIFIA Bond EXHIBIT B — Form of Closing Certificate EXHIBIT C — Form of Public Benefits Report EXHIBIT D — Form of Requisition EXHIBIT E — Form of Certification of Eligible Project Costs Documentation EXHIBIT F — Form of Construction Monitoring Report EXHIBIT G — Form of Certificate of Substantial Completion EXHIBIT H-I —Opinions Required from General Counsel to Borrower EXHIBIT H-2 — Opinions Required from Bond Counsel to Borrower 3964889-6 047899 CTR WIFIA LOAN AGREEMENT THIS WIFIA LOAN AGREEMENT (this "Agreement" or the "WIFIA Loan Agreement"), dated as of the Effective Date, is by and between the Borrower (as defined herein) and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, an agency of the United States of America ("EPA"), acting by and through the Administrator of the Environmental Protection Agency (the "Administrator"), with an address at 1200 Pennsylvania Avenue NW, Washington, DC 20460 (the "WIFIA Lender"). RECITALS: WHEREAS, the Congress of the United States of America enacted the Water Infrastructure Finance and Innovation Act, § 5021 et sect. of Public Law 113-121, as amended by Section 1445 of the Fixing America's Surface Transportation Act of 2015, as further amended by Section 5008 of the Water Infrastructure Improvements for the Nation Act of 2016, Section 4201 of America's Water Infrastructure Act of 2018, and by Sections 50214 and 50215 of the Infrastructure Investment and Jobs Act of 2021 (collectively, as the same may be amended from time to time, the "Act" or "WIFIA"), which is classified at 33 U.S.C. §§ 3901-3915; WHEREAS, the Act authorizes the WIFIA Lender to enter into agreements to provide financial assistance with one or more eligible entities to make secured loans with appropriate security features to finance a portion of the eligible costs of projects eligible for assistance; WHEREAS, the Borrower has requested that the WIFIA Lender make the WIFIA Loan (as defined herein) in a principal amount not to exceed the Maximum Principal Amount (as defined herein) to be used to pay a portion of the Eligible Project Costs (as defined herein) pursuant to the Application (as defined herein); WHEREAS, pursuant to the WIFIA Tenn Sheet (as defined herein), the Administrator has approved WIFIA financial assistance for the Project (as defined herein) to be provided in the form of the WIFIA Loan, subject to the terms and conditions contained herein; WHEREAS, based on the Application and the representations, warranties and covenants set forth herein, the WIFIA Lender proposes to make funding available to the Borrower for a portion of the costs of the Project through the issuance of the WIFIA Bond (as defined herein), upon the terms and conditions set forth herein; WHEREAS, the Borrower agrees to repay any amount due pursuant to this Agreement and the WIFIA Bond in accordance with the terms and provisions hereof and of the WIFIA Bond; and WHEREAS, the WIFIA Lender has entered into this Agreement in reliance upon, among other things, the information and representations of the Borrower set forth in the Application and the supporting information provided by the Borrower. NOW, THEREFORE, the premises being as stated above, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged to be adequate, and intending 3964889.6 047899 CTR to be legally bound hereby, it is hereby mutually agreed by and between the Borrower and the WIFIA Lender as follows: ARTICLE I DEFINITIONS AND INTERPRETATION Section 1. Definitions. Capitalized terms used in this Agreement shall have the meanings set forth below in this Section I or as otherwise defined in this Agreement, except as otherwise expressly provided herein. Any term used in this Agreement that is defined by reference to any other agreement shall continue to have the meaning specified in such agreement, whether or not such agreement remains in effect. "Act" has the meaning provided in the recitals hereto. "Additional Bonds Test" has the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specific Terms). "Additional Construction Contract" means, with respect to the Project, each Construction Contract entered into after the Effective Date. "Additional Parity Obligations" means any Parity Obligations permitted under Section l 5(a) (Indebtedness), which Parity Obligations are issued or incurred after the Effective Date. "Additional Subordinate Obligations" means any Subordinate Obligations pennitted under Section 15(a) (Indebtedness), which Subordinate Obligations are issued or incurred after the Effective Date. "Additional System Obligations" means any Additional Parity Obligations and any Additional Subordinate Obligations. "Administrator" has the meaning provided in the preamble hereto. "Agreement" has the meaning provided in the preamble hereto. "Alternate Bond" has the meaning provided in the Debt Reform Act. "Application" means the Borrower's application for WIFIA financial assistance received by the WIFIA Lender on the Application Receipt Date. "Application Receipt Date" has the meaning ascribed to such term in Part A of Schedule I (WIFIA Loan Specific Terms). "Bankruptcy Related Event" means, with respect to the Borrower, (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any of its debts, or of a substantial part of the assets thereof, under any Insolvency Laws, or (ii) the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for the Borrower or for a z 3964889.6 047999 CTR substantial part of the assets thereof and, in any case referred to in the foregoing sub -clauses (i) and (ii), such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; (b) the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official therefor or for a substantial part of the assets thereof, (ii) generally not be paying its debts as they become due unless such debts are the subject of a bona fide dispute, or become unable to pay its debts generally as they become due, (iii) fail to make a payment of WIFIA Debt Service in accordance with the provisions of Section 8 (Repayments) and such failure is not cured within thirty (30) days following notification by the WIFIA Lender of failure to make such payment, (iv) make a general assignment for the benefit of creditors, (v) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition with respect to it described in clause (a) of this definition, (vi) commence a voluntary proceeding under any Insolvency Law, or file a voluntary petition seeking liquidation, reorganization, an arrangement with creditors or an order for relief, in each case under any Insolvency Law, (vii) file an answer admitting the material allegations of a petition filed against it in any proceeding or matter referred to in the foregoing sub -clauses (i) through (v), inclusive, of this clause (b), or (viii) take any action for the purpose of effecting any of the foregoing, including seeking approval or legislative enactment by any Governmental Authority to authorize commencement of a voluntary proceeding under any Insolvency Law; (c) (i) any Person shall commence a process pursuant to which all or a substantial part of the Pledged Collateral may be sold or otherwise disposed of in a public or private sale or disposition pursuant to a foreclosure of the Liens thereon securing the Parity Obligations, or (ii) any Person shall commence a process pursuant to which all or a Substantial part of the Pledged Collateral may be sold or otherwise disposed of pursuant to a sale or disposition of such Pledged Collateral in lieu of foreclosure; or (d) any receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official shall transfer, pursuant to directions issued by the holders of the System Obligations, fiends on deposit in any of the System Accounts upon the occurrence and during the continuation of an Event of Default under this Agreement or an event of default under any other Parity Obligation Document for application to the prepayment or repayment of any principal amount of the Parity Obligations other than in accordance with the Parity Obligation Documents, including this Agreement. "Base Case Financial Model" means the financial model or plan, prepared by the Borrower and delivered to the WIFIA Lender as part of the Application, forecasting the capital costs of the System (including the Project) and the estimated debt service coverage, rates, revenues, operating expenses and major maintenance requirements of the System (as may be applicable) for the Forecast Period and based upon assumptions and methodology provided by the Borrower and acceptable to the WIFIA Lender as of the Effective Date, which model or plan shall have been provided to the WIFIA Lender as a fully functional Microsoft Excel -based financial model or such other format agreed with the WIFIA Lender. "Borrower" has the meaning ascribed to such term in Part A of Schedule I (WIFIA Loan Specific Terms). "Borrower Fiscal Year" means (a) as of the Effective Date, the Initial Borrower Fiscal Year or (b) such other fiscal year as the Borrower may hereafter adopt after giving thirty (30) days' prior written notice to the WIFIA Lender in accordance with Part E of Schedule V (Reporting Requirements). 3 3964889.6 047899 CTR "Borrower's Authorized Representative" means any Person who shall be designated as such pursuant to Section 21 (Borrower's Authorized Representative). "Business Day" means any day other than a Saturday, a Sunday or a day on which offices of the Federal Government or the State arc authorized to be closed or on which commercial banks are authorized or required by law, regulation or executive order to be closed in New York, New York, or the Project Location. "Capitalized Interest Period" has, if applicable, the meaning ascribed to such term in Part C of Schedule I (WIFIA Loan Specific Terms), or if designated as "Not Applicable" in Schedule 1, means capitalized interest shall not be applicable with respect to the WIFIA Loan hereunder. "Closing Certificate" has the meaning provided in Section 1 1(a) (Conditions Precedent to Effectiveness). "Commission" has the meaning ascribed to such term in Part B of Schedule I (WIFIA Loan Specfc Terms). "Commission Agreements" has the meaning ascribed to such term in Part B of Schedule I (WIFIA Loan Specific Terms). "Construction Contract" means, with respect to the Project, any prime contract entered into by the Borrower or the Commission that involves any construction activity (such as demolition, site preparation, civil works construction, installation, remediation, refurbishment, rehabilitation, or removal and replacement services) for the Project. For the avoidance of doubt, "Construction Contract" shall include each Existing Construction Contract and, upon the effectiveness thereof, each Additional Construction Contract. "Construction Monitoring Report" means a report on the status of the Project, substantially in the form of Exhibit F (Form of Construction Monitoring Report), unless otherwise agreed to be in a different form by the WIFIA Lender. "Construction Period Servicing Fee" has the meaning ascribed to such term in Part F of Schedule I (WIFIA Loan Specific Terms). "Construction Schedule" means (a) the initial schedule or schedules on which the construction timetables for the Project are set forth, attached hereto as Part B of Schedule 11 (Project Details), and (b) any updates thereto included in the Construction Monitoring Report most recently submitted to the WIFIA Lender in accordance with Part C of Schedule V (Reporting Requirements). "CPI" means the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, 1982-84=100 (not seasonally adjusted) or its successor, published by the Bureau of Labor Statistics and located at https://www.bls.gov/ncws.release/epi.tOl.htm. "Debt Reform Act" means the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350, as amended. 4 39648K6 047999 CTR "Debt Service Payment Commencement Date" means the earlier to occur of (a) the first Payment Date immediately following the later of (1) the first Disbursement or (ii) if there is a Capitalized Interest Period, the Payment Date immediately following the end of the Capitalized Interest Period (subject to Section 8(a)(iii) (Payment of WIFIA Debt Service)), in each case as set forth in the WIFIA Loan Amortization Schedule; or (b) the Payment Date falling closest to, but not later than, the fifth anniversary of the Substantial Completion Date. "Default" means any event or condition that, with the giving of any notice, the passage of time, or both, would be an Event of Default. "Default Rate" has the meaning ascribed to such term in Part C of Schedule I (WIFIA Loan Specific Terms). "Development Default" means (a) the Borrower abandons work or fails, in the reasonable judgment of the WIFIA Lender, to diligently prosecute the work related to the Project or (b) the Borrower fails to achieve Substantial Completion of the Project by the Development Default Date, unless such failure to achieve Substantial Completion shall occur by reason of an Uncontrollable Force that is not due to the fault or gross negligence of the Borrower (and which the Borrower could not reasonably have avoided or mitigated), in which case the Development Default Date shall be extended by the number of days equal to the duration of such Uncontrollable Force. "Development Default Date" has the meaning ascribed to such term in Part B of Schedule I (WIFIA Loan Specific Terms). "Disbursement" means a disbursement of WIFIA Loan proceeds, subject to and in accordance with this Agreement. "Dollars" and "$" means the lawful currency of the U.S. "Effective Date" means the date of this Agreement, as specified in Part A of Schedule I (WIFIA Loan Specific Terms). "Electronic Signature" means any electronic sound, symbol or process attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign such contract or record pursuant to the Unifonn Electronic Transactions Act (815 ILCS 333/1 et seq.) as amended from time to time. "Eligible Project Costs" means amounts in the Project Budget approved by the WIFIA Lender, which are paid by or for the account of the Borrower in connection with the Project (including, as applicable, Project expenditures incurred prior to the receipt of WIFIA credit assistance), which shall arise from the following: (a) development -phase activities, including planning, feasibility analysis (including any related analysis necessary to carry out an eligible project), revenue forecasting, environmental review, permitting, preliminary engineering and design work and other preconstruction activities; (b) construction, reconstruction, rehabilitation, and replacement activities; 3964889.6 047899 CTR (c) the acquisition of real property or an interest in real property (including water rights, land relating to the Project and improvements to land), environmental mitigation (including acquisitions pursuant to 33 U.S.C. § 3905(8)), construction contingencies, and acquisition of equipment; or (d) capitalized interest (with respect to any System Obligations other than the WIFIA Loan) necessary to meet market requirements, reasonably required reserve fiends, capital issuance expenses, and other carrying costs during construction; provided, that Eligible Project Costs must be consistent with all other applicable federal law, including the Act. "Eligible Project Costs Documentation" means all supporting documentation with respect to Eligible Project Costs, including copies of invoices and records evidencing incurred or previously paid Eligible Project Costs, which documentation should contain sufficient detail satisfactory to the WIFIA Lender to evidence the incurrence or payment of such Eligible Project Costs and, with respect to construction progress payments for Eligible Project Costs, demonstrate that such progress payments are commensurate with the cost of the work that has been completed. "EMMA" means the Electronic Municipal Market Access system maintained by the Municipal Securities Rulemaking Board, and its successors. "EPA" has the meaning provided in the preamble hereto. "Event of Default" has the meaning provided in Section 17(a) (Events of Default and Remedies). "Event of Loss" means any event or series of events that causes any portion of the System to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever, including through a casualty, a failure of title, or any loss of such property through eminent domain. "Existing Construction Contract" means each Construction Contract in effect as of the Effective Date as set forth in Part C of Schedule II (Project Details). "Existing Indebtedness" means System Obligations of the Borrower that have been issued or incurred prior to the Effective Date, as listed and described in Part A of Schedule III (Borrower Disclosures). "Existing Parity Obligations" rneans the Existing Indebtedness listed and described in Section 1 (Existing Parity Obligations) of Part A of Schedule III (Borrower Disclosures). "Federal Fiscal Year" means the fiscal year of the Federal Government, which is the twelve (12) month period that ends on September 30 of the specified calendar year and begins on October I of the preceding calendar year. "Federal Government" means the U.S. and its departments and agencies. "FEIN" means a Federal Employer Identification Number. 6 3964889.6 047899 CTR "Final Disbursement Date" means the earliest of (a) the date on which the WIFIA Loan has been disbursed in full; (b) the last anticipated date of disbursement set forth in the then -current WIFIA Loan Disbursement Schedule; (e) the date as of which the Borrower has certified to the WIFIA Lender that it will not request any further disbursements under the WIFIA Loan; (d) the date on which the WIFIA Lender terminates its obligations relating to disbursements of any undisbursed amounts of the WIFIA Loan in accordance with Section 17 (Events of Default and Remedies); and (e) the date that is one (1) year after the Substantial Completion Date. "Final Maturity Date" has the meaning ascribed to such term in Part C of Schedule I (WIFL4 Loan Specific Terms). "Financial Statements" has the meaning provided in Section 12(q) (Financial Statements). "Flow of Funds" has the meaning ascribed to such term in Part D of Schedule I (WIFL4 Loan Specific Terms). "Forecast Period" means, as of any date, the time period from and including the then - current Borrower Fiscal Year until the later ending date of either (a) the five (5) immediately succeeding Borrower Fiscal Years or (b) the end of the Borrower Fiscal Year in which the Borrower's then -currently effective capital improvement plan for the System concludes. "GAAP" means generally accepted accounting principles for U.S. state and local governments, as established by the Government Accounting Standards Board (or any successor entity with responsibility for establishing accounting rules for governmental entities), in effect from time to time in the U.S. "Government Obligations" means (a) direct obligations of, or obligations on which the timely payment of principal and interest are fully and unconditionally guaranteed by, the Federal Government, (b) bonds, debentures or notes issued by any of the following federal agencies: Banks for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks, Export - Import Bank of the United States, Government National Mortgage Association or Federal Land Banks, (c) obligations issued or guaranteed by a Person controlled or supervised by and acting as an instrumentality of the Federal Government pursuant to authority granted by the U.S. Congress, and (d) evidences of ownership of proportionate interests in future interest or principal payments on obligations specified in clauses (a), (b) and (c) of this definition held by a bank ortrust company as custodian and which underlying obligations are not available to satisfy any claim of the custodian or any Person claiming through the custodian or to whom the custodian may be obligated, in each case. "Governmental Approvals" means all authorizations, consents, approvals, waivers, exceptions, variances, filings, registrations, permits, orders, licenses, exemptions and declarations of or with any Governmental Authority. "Governmental Authority" means any federal, state, provincial, county, city, town, village, municipal or other government or governmental department, commission, council, court, board, bureau, agency, authority or instrumentality (whether executive, legislative, judicial, administrative or regulatory), of or within the U.S. or its territories or possessions, including the 7 3964889.E 047999 CTR State and its counties and municipalities, and their respective courts, agencies, instrumentalities and regulatory bodies, or any entity that acts "on behalf of' any of the foregoing, whether as an agency or authority of such body. "Indemnitee" has the meaning provided in Section 32 (Indemnification). "Initial Borrower Fiscal Year" has the meaning ascribed to such term in Part A of Schedule I (WIFIA Loan Specific Terms). "Initial Construction Period Servicing Fee" has the meaning ascribed to such term in Part F of Schedule I (WIFIA Loan Specific Teems). "Insolvency Laws" means the U.S. Bankruptcy Code, l l U.S.C. § 101 et seq., as from time to time amended and in effect, and any state bankruptcy, insolvency, receivership, conservatorship or similar law now or hereafter in effect. "Interest Only Period" has, if applicable, the meaning ascribed to such term in Part C of Schedule I (WIFIA Loan Specific Terms), or if designated as "Not Applicable" in Schedule I, means no interest only period shall be applicable with respect to the WIFIA Loan hereunder. "Interest Payment Date" has the meaning ascribed to such term in Part C of Schedule I (WIFIA Loan Specific Terms). "Interim Financing" means interim bond anticipation notes, commercial paper or other short-term temporary financing, in each case with a maturity not later than five (5) years following the issuance or incurrence thereof, the proceeds of which are applied to pay Eligible Project Costs. "Investment Grade Rating" means a rating of `BBB2, 'Baa3', 'bbb-', or `BBB (low)', or higher, from a Nationally Recognized Rating Agency. "Legal Entity" has the meaning ascribed to such term in Part A of Schedule I (WIFIA Loan Specific Terms). "Lien" means any mortgage, pledge, hypothecation, assignment, mandatory deposit arrangement, encumbrance, attachment, lien (statutory or other), charge or other security interest, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any sale -leaseback arrangement, any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or any other applicable law. "Loss Proceeds" means any proceeds of builders' risk or casualty insurance (other than any proceeds from any policy of business interruption insurance insuring against loss of revenues upon the occurrence of certain casualties or events covered by such policy of insurance) or proceeds of eminent domain proceedings resulting from any Event of Loss. "Material Adverse Effect" means a material adverse effect on (a) the System, the Project or the Revenues, (b) the business, operations, properties, condition (financial or otherwise) or 3964889,6 047899 CTR prospects of the Borrower, (c) the legality, validity or enforceability of any material provision of any WIFIA Loan Document or other Parity Obligation Document, (d) the ability of the Borrower to enter into, perform or comply with any of its material obligations under any WIFIA Loan Document or other Parity Obligation Document, (e) the validity, enforceability or priority of the Liens provided under the WIFIA Loan Documents on the Pledged Collateral or (f) the WIFIA Lender's rights or remedies available under any WIFIA Loan Document. "Maximum Principal Amount" has the meaning ascribed to such term in Part C of Schedule I (WIFIA Loan Specfc Terms). "Nationally Recognized Rating Agency" means any nationally recognized statistical rating organization registered with, and identified as such by, the Securities and Exchange Commission, pursuant to 15 U.S.C. § 78o-7. "NEPA" means the National Environmental Policy Act of 1969, as amended, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. "NEPA Determination" has the meaning ascribed to such term in Part B of Schedule I (WIFIA Loan Specific Terms). "Net Revenues" means, for any Borrower Fiscal Year, the Revenues for such Borrower Fiscal Year, less Operation and Maintenance Expenses for such Borrower Fiscal Year. "Operating Period Servicing Fee" has the meaning ascribed to such term in Part F of Schedule I (WIFL4 Loan Specific Terms). "Operation and Maintenance Expenses" has the meaning ascribed to such term in Part A of Schedule I (WIFIA Loan Specific Terms). "Organizational Documents" means (a) the constitutional and statutory provisions that are the basis for the existence and authority of the Borrower, including any enabling statutes, ordinances or public charters and any other organic laws establishing the Borrower and (b) the resolutions, bylaws, or other organizational documents (including any amendments, modifications or supplements thereto) of or adopted by the Borrower by which the Borrower, its powers, operations or procedures or its securities, bonds, notes or other obligations are governed or from which such powers are derived. "Other Financing Documents" means any agreement, instrument, or document (excluding the WIFIA Loan Documents) entered into between the Borrower and a holder of System Obligations (or a trustee or similar Person on behalf of any such holder) providing for the issuance of System Obligations or otherwise governing any terms or conditions relating to System Obligations, including all Parity Obligation Documents (other than the WIFIA Loan Documents) and all Subordinate Obligation Documents. "Outstanding" means (a) with respect to System Obligations other than the WIFIA Loan, System Obligations that have not been cancelled or legally defcased or discharged within the meaning of the applicable Other Financing Documents, and (b) with respect to the WIFIA Loan, 9 3964889.6 047999 CTR the (i) entire amount available to be drawn under this Agreement (including amounts drawn, amounts that remain available to be drawn and, if applicable, any capitalized interest added or projected to be added to the principal amount of the WIFIA Loan in accordance with the terms hereof), less (ii) any amount that has been irrevocably determined will not be drawn under this Agreement, less (iii) the aggregate principal amount of the WIFIA Loan Balance that has been repaid or prepaid. "Parity Obligation Documents" means the WIFIA Loan Documents and any Other Financing Document providing for the issuance of Parity Obligations, together with each other agreement, instrument and document executed and delivered pursuant to or in connection with any of the foregoing. "Parity Obligations" means the WIFIA Loan (and corresponding WIFIA Bond), the Existing Parity Obligations and any Additional Parity Obligations, in each case that ranks senior in right of payment and right of security to the Subordinate Obligations. "Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001, as amended, and all regulations promulgated thereunder. "Payment Date" means each Interest Payment Date and each Principal Payment Date. "Payment Default" has the meaning provided in Section 17(a)(i) (Payment Default). "Permitted Debt" means: (a) Existing Indebtedness; (b) the WIFIA Loan; (c) Additional Parity Obligations that satisfy the requirements of Section 15(a) (Indebtedness); (d) Additional Subordinate Obligations that satisfy the requirements of Section 15(a) (Indebtedness); and (e) indebtedness incurred in respect of hedging transactions permitted tinder the WIFIA Loan Documents. "Permitted Investments" means: (a) Government Obligations; (b) certificates of deposit where the certificates are collaterally secured by securities of the type described in clause (a) of this definition and held by a third party as escrow agent or custodian, of a market value not less than the amount of the certificates of deposit so secured, including interest, but this collateral is not required to the extent the certificates of deposit are insured by the Federal Government; El 3964889.6 047899 CTR (c) repurchase agreements with creditworthy counterparties, when collateralized by securities of the type described in clause (a) of this definition and held by a third party as escrow agent or custodian, of a market value not less than the amount of the repurchase agreement so collateralized, including interest; (d) investment agreements or guaranteed investment contracts rated, or with any financial institution whose senior long-term debt obligations are rated, or guaranteed by a financial institution whose senior long-term debt obligations are rated in one of the two (2) highest rating categories for comparable types of obligations by any Nationally Recognized Rating Agency; (e) money market funds that invest solely in obligations of the U.S., its agencies and instrumentalities, and having a rating by a Nationally Recognized Rating Agency equal to the then applicable rating of the U.S. by such Nationally Recognized Rating Agency; and (f) any investment with State institutions permitted under applicable State law. "Permitted Liens" means: (a) Liens imposed pursuant to the WIFIA Loan Documents; (b) Liens imposed pursuant to the Other Financing Documents in respect of Permitted Debt; (c) Liens unposed pursuant to the Commission Agreements in effect as of the Effective Date; provided that, in the event of any default under any such Commission Agreement, any such Lien shall be subordinate to the W1FIA Loan and all other Parity Obligations; (d) Liens imposed by law, including Liens for taxes that are not yet due or are being contested in compliance with Section 14(k) (Material Obligations); (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with Section 14(k) (Material Obligations); (1) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance, and other social security laws or regulations; (g) deposits to secure the performance of trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (h) judgment Liens in respect of judgments that do not constitute an Event of Default under Section 17(a)(viii) (Material Adverse Judgment); and 11 3964889.6 047899 CTR (i) easements, zoning restrictions, rights -of -way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that, in any case, do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of Borrower. "Person" means and includes an individual, a general or limited partnership, a joint venture, a corporation, a limited liability company, atrust, an unincorporated organization and any Governmental Authority, including in each case such Person's successors and permitted assigns. "Pledged Collateral" has the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specific Terms). "Pledged Revenues" has the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specrfrc Terms). "Pledged Taxes" has the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specific Terms). "Principal Payment Date" has the meaning ascribed to such tern in Part C of Schedule I (WIFIA Loan Specific Terms). "Project" has the meaning ascribed to such term in Part B of Schedule I (WIFIA Lean Specific Terms). "Project Budget" means the budget for the Project attached to this Agreement as Part A of Schedule II (Project Details) showing a summary of Total Project Costs with a breakdown of all Eligible Project Costs and the estimated sources and uses of funds for the Project. "Project Location" has the meaning ascribed to such term in Part B of Schedule I (WIFIA Loan Specific Terms). "Projected Substantial Completion Date" has the meaning ascribed to such term in Part B of Schedule I (WIFIA Loan Specific Terms). "Public Benefits Report" means the report in the form attached hereto as Exhibit C (Form of Public Benefits Report). "Related Documents" means the WIFIA Loan Documents and the Other Financing Documents. "Requisition" means the request for Disbursement in the form attached hereto as Exhibit D (Form of Requisition). "Revenue Covenant" has the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specific Terms). "Revenues" has the meaning ascribed to such term in Part A of Schedule I (WIFIA Loan Specific Terms). 12 3964889.6 047899 CTR "SAM" means the federal System for Award Management (www.SAM.gov) (or any successor system or registry). "Sanctions Laws" means collectively, any applicable anti -drug trafficking, anti -terrorism, anti-irnoney laundering, anti -bribery, or anti -corruption laws or regulations, as applicable, including those contained in the Bank Secrecy Act of 1970 (as amended) and the U.S. Patriot Act. "Servicer" means such entity or entities as the WIFIA Lender shall designate from time to time to perform, or assist the WIFIA Lender in performing, certain duties hereunder. "Servicing Fee" means the Servicing Set -Up Fee and any Construction Period Servicing Fee or Operating Period Servicing Fee. "Servicing Set -Up Fee" has the meaning ascribed to such term in Part F of Schedule I (WIFIA Loan Specific Terms). "State" has the meaning ascribed to such term in Part A of Schedule I (WIFIA Loan Specific Teems). "Subordinate Obligation Documents" means any Other Financing Document providing for the issuance of Subordinate Obligations, together with each other agreement, instrument and document executed and delivered pursuant to or in connection with any of the foregoing. "Subordinate Obligations" means any System Obligation that is fully subordinated to the WIFIA Loan and the WIFIA Bond in priority of payment (as to both principal and interest), voting and priority of security interest in the Pledged Revenues, including with respect to payment from revenues and reserves and payment upon default or acceleration of any such System Obligations. "Substantial Completion" means, with respect to the Project, the stage at which the Project is able to perform the functions for which the Project is designed. "Substantial Completion Date" means the date on which the Borrower certifies to the WIFIA Lender, with evidence satisfactory to the WIFIA Lender and notice to the WIFIA Lender in accordance with Part E of Schedule V (Reporting Requirements), that Substantial Completion has occurred. "System" has the meaning ascribed to such term in Part A of Schedule I (WIFIA Loan Specific Terms). "System Accounts" has the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specific Terms). "System Obligations" means debt of the Borrower that is secured by a pledge and lien on all or a portion of the Revenues or the Pledged Revenues, including the WIFIA Loan, all other Parity Obligations and the Subordinate Obligations. "Technical and Rate Consultant" means a single individual or firm, or a combination of one or more individuals or firms, not related to the Borrower and considered independent with 13 3964889.6 047899 CTR respect to the Borrower (i.e. not an employee of the Borrower or any affiliate of the Borrower) authorized to do business in and qualified to practice in the areas required to provide the services required of the Technical and Rate Consultant, that together have expertise in the technical requirements for operation and maintenance of systems similar in size and scope to the System and delivering the services provided by the System, and establishing rates and charges for governmental water or wastewater systems similar in size and scope to the System, selected by the Borrower and reasonably acceptable to the WIFIA Lender. "Total Project Costs" means (a) the costs paid or incurred or to be paid or incurred by the Borrower in connection with or incidental to the acquisition, design, construction and equipping of the Project, including legal, administrative, engineering, planning, design, insurance and financing (including costs of issuance); (b) amounts, if any, required by the WIFIA Loan Documents or any Other Financing Document to be paid into any fund or account upon the incurrence of the WIFIA Loan or any other System Obligations, in each case in respect of the Project; (c) payments when due (whether at the maturity of principal, the due date of interest, or upon optional or mandatory prepayment) in respect of any indebtedness of the Borrower (other than the WIFIA Loan), in each case in connection with the acquisition, design, construction and equipping of the Project; and (d) costs of equipment and supplies and initial working capital and reserves required by the Borrower for the commencement of operation of the Project, including general administrative expenses and overhead of the Borrower. "Trustee" has, if applicable, the meaning ascribed to such term in Part A of Schedule I (WIM Loan Specific Terms), or if designated as "Not Applicable" in Schedule I, means a trustee shall not be applicable with respect to the WIFIA Loan hereunder. "Trustee Location" has, if applicable, the meaning ascribed to such term in Part A of Schedule I (WIFIA Lean Specific Terms), or if designated as "Not Applicable" in Schedule I, means a trustee location shall not be applicable with respect to the WIFIA Loan hereunder. "Uncontrollable Force" means any cause beyond the control of the Borrower, including; (a) a hurricane, tornado, flood or similar occurrence, landslide, earthquake, fire or other casualty, strike or labor disturbance, freight embargo, act of a public enemy, explosion, war, blockade, terrorist act, insurrection, riot, general arrest or restraint of government and people, civil disturbance or similar occurrence, sabotage or pandemic rovided, that the Borrower shall not be required to settle any strike or labor disturbance in which it may be involved) or (b) the order or judgment of any federal, state or local court, administrative agency or governmental officer or body, if it is not also the result of willful or negligent action or a lack of reasonable diligence of the Borrower and the Borrower does not control the administrative agency or governmental officer or body; provided, that the diligent contest in good faith of any such order or judgment shall not constitute or be construed as a willful or negligent action or a lack of reasonable diligence of the Borrower. "Uniform Commercial Code" or "UCC" means the Uniform Commercial Code, as in effect from time to time in the State. "Unique Entity Identifier" or "UEI" means, with respect to any Person, the unique entity identifier issued by the Federal Government through SAM.gov for such Person. 14 3964899.6 047899 CTR "Updated Financial Model/Plan" means (a) an updated Base Case Financial Model or (b) a financial plan in a format agreed with the WIFIA Lender, in each case reflecting the then -current and projected conditions for the Forecast Period, in accordance with Part A of Schedule V (Reporting Requirements). "U.S." means the United States of America. "Water Fund" has the meaning ascribed to such term in Part D of Schedule I (WIFIA Loam Specific Terms). "WIFIA" has the meaning provided in the recitals hereto. "WIFIA Bond" means the bond executed by the Borrower in substantially the form of Exhibit A (Form of'WIFL4 Bond). "WIFIA Bond Fund" has the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specific Terms). "WIFIA Bond Ordinance" has the meaning ascribed to such term in Part E of Schedule I (WIFIA Loan Specific Terms). "WIFIA CUSIP Number" has the meaning ascribed to such term in Part A of Schedule I (YVIFL4 Loan Specific Terms). "WIFIA Debt Service" means with respect to any Payment Date occurring on or after the Debt Service Payment Commencement Date, the principal portion of the WIFIA Loan Balance and any interest payable thereon (including interest accruing after the date of any filing by the Borrower of any petition in bankruptcy or the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Borrower), in each case, (a) as set forth on the WIFIA Loan Amortization Schedule and (b) due and payable on such Payment Date in accordance with the provisions of Section $(a) (Payment of WIFIA Debt Service). "WIFIA Debt Service Account" has, if applicable, the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specific Terms), or if designated as "Not Applicable" in Schedule I, means a separate debt service account designated for the WIFIA Lender shall not be applicable with respect to the WIFIA Loan hereunder. "WIFIA Debt Service Reserve Account" has, if applicable, the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specific Terms), or if designated as "Not Applicable" in Schedule I, means a separate debt service reserve account designated for the WIFIA Lender shall not be applicable with respect to the WIFIA Loan hereunder. "WIFIA Debt Service Reserve Requirement" has, if applicable, the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specific Terms), or if designated as "Not Applicable" in Schedule I, means a separate debt service reserve requirement shall not be applicable with respect to the WIFIA Loan hereunder. 15 3964889.6 047899 CTR "WIFIA Interest Rate" has the meaning ascribed to such term in Part C of Schedule I (WIFIA Loan Specific Term). "WIFIA Lender" has the meaning provided in the preamble hereto. "WIFIA Lender's Authorized Representative" means the Administrator and any other Person who shall be designated as such pursuant to Section 22 (WIFL4 Lender's Authorized Representative). "WIFIA Loan" means the secured loan made by the WIFIA Lender to the Borrower on the terms and conditions set forth herein, pursuant to the Act, in a principal amount not to exceed the Maximum Principal Amount, to be used in respect of Eligible Project Costs. "WIFIA Loan Amortization Schedule" means the loan amortization schedule reflected in Schedule VI (WIFL4 Loan Amortization Schedule), as amended from time to time in accordance with Section 8(c) (Adjustments to WIFIA Loan Amortization Schedule). "WIFIA Loan Balance" means (a) the aggregate principal arnount of the WIFIA Loan disbursed by the WIFIA Lender to the Borrower hereunder, plus (b) if applicable, capitalized interest added to the principal balance of the WIFIA Loan pursuant to Section 8(a)(iii) (Payment of WIFIA Debt Service), minus (c) the aggregate principal amount of the WIFIA Loan repaid or prepaid by the Borrower, as reflected from time to time in the WIFIA Loan Amortization Schedule in accordance with Section 8(c) (Adjustments to WIFIA Loan Amortization Schedule). "WIFIA Loan Disbursement Schedule" means the disbursement schedule set forth in Schedule VI (WIFL4 Loan Amortization Schedule), reflecting the anticipated disbursement of proceeds of the WIFIA Loan, as such schedule may be amended from time to time pursuant to Section 4(b) (Disbursement Conditions). "WIFIA Loan Documents" means this Agreement, the WIFIA Bond, the WIFIA Bond Ordinance and the WIFIA Term Sheet. "WIFIA Pledged Revenues Account" has the meaning ascribed to such term in Part D of Schedule I (WIFIA Loan Specific Terms). "`WIFIA Term Sheet" has the meaning ascribed to such term in Part E of Schedule I (WIFIA Loan Specific Terms). Section 2. Interpretation. The rules of interpretation set forth below in this Section 2 shall apply to this Agreement, except as otherwise expressly provided herein. (a) Unless the context shall otherwise require, the words "hereto," "herein," "hcreoF" and other words of similar import refer to this Agreement as a whole. (b) Words of any gender shall be deemed and construed to include correlative words of any other gender. HIM 3964899.6 047899 CTR (c) Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise require. (d) The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." (e) Whenever the Borrower's knowledge is implicated in this Agreement or the phrase "to the Borrower's knowledge" or a similar phrase is used in this Agreement, the Borrower's knowledge or such phrase(s) shall be interpreted to mean to the best of the Borrower's knowledge after reasonable and diligent inquiry. (f) Unless the context shall otherwise require, references to preambles, recitals, sections, subsections, clauses, schedules, exhibits, appendices and provisions are to the applicable preambles, recitals, sections, subsections, clauses, schedules, exhibits, appendices and provisions of this Agreement. (g) The recitals, schedules and exhibits to this Agreement, and the appendices and schedules to such exhibits, are hereby incorporated by reference and made an integral part of this Agreement. (h) The headings or titles of this Agreement and its sections, schedules or exhibits, as well as any table of contents, are for convenience of reference only and shall not define or limit its provisions. (i) Unless the context shall otherwise require, all references to any resolution, contract, agreement, lease or other document shall be deemed to include any amendments or supplements to, or modifications or restatements or replacements of, such documents that are approved from time to time in accordance with the terns thereof and hereof. 0) Every request, order, demand, application, appointment, notice, statement, certificate, consent or similar communication or action hereunder by any party shall, unless otherwise specifically provided, be delivered in writing in accordance with Section 31 (Notices) and signed by a duly authorized representative of such party. (k) References to "disbursements of WIFIA Loan proceeds" or similar phrasing shall be construed as meaning the same thing as "paying the purchase price of the WIFIA Bond." (1) Whenever this Agreement requires a change in principal amount, interest rate or amortization schedule of the WIFIA Loan, it is intended that such change be reflected in the WIFIA Bond. Whenever there is a prepayment of the WIFIA Loan, it is intended that such prepayment be implemented through a prepayment of the WIFIA Bond. (m) Whenever this Agreement sets forth a time period for a number of days by when a deliverable must be provided or an action must be taken, such time period shall be computed on the basis of a three hundred sixty (360) day year of twelve (12) thirty (30) day months. 17 3964889-6 047899 CTR ARTICLE II THE WIFIA LOAN Section 3. WIFIA Loan Amount. The total amount of Disbursements shall not, in the aggregate, exceed the Maximum Principal Amount. Section 4. Disbursement Conditions. (a) WIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs paid or incurred and approved for payment by or on behalf of the Borrower in connection with the Project, including, for the avoidance of doubt, Eligible Project Costs that were initially funded with Interim Financing proceeds and Eligible Project Costs incurred prior to the receipt of WIFIA credit assistance that meet federal requirements standards and are otherwise acceptable to the WIFIA Lender. Each Disbursement of the WIFIA Loan shall be made pursuant to the procedures of Schedule IV (Requisition Pi-ocedures) and subject to the requircments of this Section 4 and the conditions 'set forth in Section I I (b) (Conditions P1°ecedent to Disbursements); provided, that no Disbursements shall be made after the Final Disbursement Date. (b) Subject to this Section 4, any scheduled Disbursement (as reflected in the WIFIA Loan Disbursement Schedule) that remains undrawn as of its scheduled date shall automatically be available for the next scheduled Disbursement date, up to the Final Disbursement Date, with the effect of automatically updating the WIFIA Loan Disbursement Schedule (and the WIFIA Loan Amortization Schedule) without need for the WIFIA Lender's approval. The Borrower may also amend the W[FIA Loan Disbursement Schedule by submitting a revised version thereof to the WIFIA Lender no later than thirty (30) days prior to the proposed effective date of such amendment, together with a detailed explanation of the reasons for such revisions. Such revised WIFIA Loan Disbursement Schedule shall become effective upon the WIFIA Lender's approval thereof, which approval shall be deemed granted if the WIFIA Lender has not objected within thirty (30) days from receipt of the revised schedule, and which approval shall have the effect of updating the WIFIA Loan Amortization Schedule to reflect the updated WIFIA Loan Disbursement Schedule. Notwithstanding the foregoing, the date of the first Disbursement shall not be earlier than the initial date of Disbursement set out in the WIFIA Loan Amortization Schedule as of the Effective Date. Section 5. Term. The term of the WIFIA Loan shall extend from the Effective Date to the Final Maturity Date or to such earlier date as all amounts due or to become due to the WIFIA Lender hereunder have been irrevocably paid in full in immediately available funds. Section 6. Interest Rate. The Borrower shall pay interest on the W[FIA Loan Balance at the WIFIA Interest Rate; provided, that, upon the occurrence of an Event of Default, the Borrower shall pay interest on the WIFIA Loan Balance at the Default Rate, (a) in the case of any Payment Default, from (and including) its due date to (but excluding) the date of actual payment of the overdue amount of principal of the WIFIA Loan and accrued interest thereon and (b) in the case of any other Event of Default, from (and including) the date of such occurrence to (but excluding) the earlier of the date on which (i) such Event of Default has been cured (if applicable) in accordance with the terms of this Agreement or waived by the WIFIA Lender and (ii) the WIFIA Loan Balance has been irrevocably paid in full in immediately available funds. Interest shall (x) 18 3964889.6 047899 CTR accrue on the WIFIA Loan commencing on the date of the first Disbursement of the WIFIA Loan, (y) be payable commencing on the Debt Service Payment Commencement Date and (z) be computed on the WIFIA Loan Balance on the basis of a three hundred sixty (360) day year of twelve (12) thirty (30) day months. Section 7. Security and Priority; Flow of Funds. (a) As evidence of the Borrower's obligation to repay the WIFIA Loan, the Borrower shall issue and deliver to the WIFIA Lender, as the registered owner, on or prior to the Effective Date, the WIFIA Bond. The WIFIA Bond shall be a general obligation Alternate Bond of the Borrower, for the payment of which its full faith and credit are irrevocably pledged. As security for the WIFIA Loan (and corresponding WIFIA Bond), the Borrower has, pursuant to the WIFIA Bond Ordinance, pledged, assigned and granted to the WIFIA Lender for its benefit, Liens on the Pledged Collateral to the extent and in the manner and priority set forth in the WIFIA Loan Documents. The Borrower hereby affirms such pledge, assignment and grant. The Lien on the Pledged Taxes to secure the WIFIA Loan (and corresponding WIFIA Bond) is and shall be for the exclusive benefit of the WIFIA Lender and any subsequent holder of the WIFIA Bond. The Lien on the Pledged Revenues to secure the WIFIA Loan (and corresponding WIFIA Bond) for the benefit of the WIFIA Lender is and shall be (i) on a parity in right of payment and right of security to the Liens on the Pledged Revenues in favor of the other Parity Obligations and (ii) senior in right of payment and right of security to any Liens on the Pledged Revenues in favor of the Subordinate Obligations. (b) Amounts deposited in the Water Fund shall be applied in the order of priority described in, and in accordance with, the Flow of Funds. Section 8. Repayments. (a) Payment of WIFIA Debt Service. (i) No WIFIA Debt Service shall be due or payable prior to the Debt Service Payment Commencement Date. The Borrower shall pay (A) WIFIA Debt Service in the amounts and manner and on the Payment Dates as set forth in the WIFIA Loan Amortization Schedule, as the same may be revised pursuant to Section 8(c) (Adjustments to WIFIA Loan Amortization Schedule) and (B) payments of any other amounts on each other date on which payment thereof is required to be made hereunder; provided, that, in either case if any such date is not a Business Day, payment shall be made on the next Business Day following such date. WIFIA Loan proceeds borrowed and repaid may not be re -borrowed. (i i) Notwithstanding anything herein to the contrary, the WIFIA Loan Balance and any accrued interest thereon shall be due and payable in full on the Final Maturity Date. (iii) If a Capitalized Interest Period is applicable as set Forth in Part C of Schedule I (WIFIA .Loan Specific Terms), during the Capitalized Interest Period, no payment of principal of or interest on the WIFIA Loan will be required to be made. On each Interest Payment Date occurring during the Capitalized Interest Period (including the 19 3964899.6 047899 CTR day immediately following the end of the Capitalized Interest Period), interest accrued and not paid on the WIFIA Loan during each six (6) month period ending immediately prior to such date (or such shorter period if the Capitalized Interest Period ends on a day other than one (1) day prior to an Interest Payment Date) shall be capitalized and added to the WIFIA Loan Balance, as set forth in the WIFIA Loan Amortization Schedule. Within thirty (30) days after the end of the Capitalized Interest Period, the WIFIA Lender shall give written notice to the Borrower stating the WIFIA Loan Balance as of the close of business on the last day of the Capitalized Interest Period, which statement thereof shall be deemed conclusive absent manifest error; provided, however, that no failure to give or delay in giving such notice shall affect any of the obligations of the Borrower hereunder or under any of the other WIFIA Loan Documents. Notwithstanding the foregoing, the Capitalized Interest Period shall end immediately upon written notification to the Borrower by the WIFIA Lender that an Event of Default has occurred and that the WIFIA Lender has elected to end the Capitalized Interest Period, in which case interest shall no longer be capitalized, payments of interest shall be due and payable beginning on the next Interest Payment Date and payments of principal shall be due and payable beginning on the next Principal Payment Date, in each case in accordance with the terms hereof. (iv) If an Interest Only Period is applicable as set forth in Part C of Schedule I (WIFIA Loan Specific Terms), during the Interest Only Period, the WIFIA Debt Service payable by the Borrower shall consist of one hundred percent (100%) of the amount of interest then due and payable on the WIFIA Loan Balance, and no payment of principal of the WIFIA Loan will be due and payable during the Interest Only Period. (v) Any defeasance of the WIFIA Loan in accordance with the WIFIA Bond Ordinance and applicable law shall not be deemed a repayment or prepayment of the WIFIA Loan in full, and the Borrower shall comply with all of its obligations hereunder and under the other WIFIA Loan Documents (other than with respect to payments of WIFIA Debt Service, which payments shall continue to be made in accordance with the WIFIA Loan Amortization Schedule by the succeeding entity assuming the Borrower's payment obligations), unless otherwise agreed by the WIFIA Lender, until the irrevocable payment in full in immediately available funds of the WIFIA Loan Balance, together with all accrued interest, fees and expenses with respect thereto. (b) Manner of Payment. Payments under this Agreement (and the WIFIA Bond, which payments shall not be duplicative) shall be made in Dollars and in immediately available funds (without counterclaim, offset or deduction) in accordance with the payment instructions provided by the WIFIA Lender prior to the relevant payment, as may be modified in writing from time to time by the WIFIA Lender; provided, that the failure to provide updated payment instructions shall not affect in any manner the Borrower's obligations hereunder or under any other WIFIA Loan Document. (c) Adjustments to WIFIA Loan Amortization Schedule. (i) The WIFIA Lender may, from time to time, modify the WIFIA Loan Amortization Schedule included in Schedule VI (WIFIA Loan Amortization Schedule) to reflect (A) any change to the WIFIA Loan Balance, (B) any change to the date and amount 20 3964889.6 047899 CTR of any principal or interest due and payable or to become due and payable by the Borrower hereunder in accordance with this Agreement, (C) any mathematical corrections as the WIFIA Lender may determine are necessary, and (D) with the consent of the Borrower (not to be unreasonably withheld), such other information as the WIFIA Lender may determine is necessary for administering the WIFIA Loan and this Agreement. Any calculations described above shall be rounded up to the nearest whole cent. Any adjustments or revisions to the WIFIA Loan Amortization Schedule as a result of a decrease in the WIFIA Loan Balance shall be applied to reduce future payments due on the WIFIA Loan in inverse order of maturity, other than prepayments which shall be applied in accordance with Section 9(b) (General Prepayment Instructions). If the WIFIA Loan Amortization Schedule is modified pursuant to this Section 8(c), the WIFIA Lender shall provide the Borrower with a copy of such revised WIFIA Loan Amortization Schedule, but no failure to provide or delay in providing the Borrower with such copy shall affect any of the obligations of the Borrower under this Agreement or the other WIFIA Loan Documents. The WIFIA Lender may also, from time to time or when so requested by the Borrower, advise the Borrower by written notice of the amount of the WIFIA Loan Balance as of the date of such notice. Absent manifest error, the WIFIA Lender's determination of the WIFIA Loan Balance and all matters as set forth on the WIFIA Loan Amortization Schedule shall be deemed conclusive evidence thereof; provided, that neither the failure to make any such determination, modification, or recordation nor any error in such determination, modification, or recordation shall affect in any manner the Borrower's obligations hereunder or under any other WIFIA Loan Document. (ii) The Borrower shall have the right to propose adjustments to the WIFIA Loan Amortization Schedule exercisable once on or prior to the date that is one hundred twenty (120) days preceding the first Principal Payment Date, such adjustments to be submitted by the Borrower to the WIFIA Lender in the form of an updated Exhibit C (WIFIA Debt Set -vice), together with (A) an explanation setting out the reason for such proposed adjustments (such as material unforeseen changes to the Project schedule, costs, or the Borrower's funding strategy), and (B) an updated rating affirmation or current public rating from a Nationally Recognized Rating Agency on the WIFIA Loan (or other Parity Obligations, as the WIFIA Lender may agree) demonstrating the Borrower's continued creditworthiness; provided that (x) the farm of and any adjustment to the WIFIA Loan Amortization Schedule, together with the Borrower's explanation and the rating affirmation, shall be acceptable to the WIFIA Lender, (y) the weighted average life of the WIFIA Loan shall not exceed forty-two (42) years measured as of the initial Disbursement date and (z) the WIFIA Loan Amortization Schedule shall comply with all applicable requirements under this Agreement and law. Such revised WIFIA Loan Amortization Schedule shall become effective upon the approval by the WIFIA Lender in its sole discretion. Section 9. Prepayment. (a) Optional Prepayments. The Borrower may prepay the WIFIA Loan, without penalty or prernium, (i) in full on any date on or after the Final Disbursement Date or (ii) in part on any Payment Date on or after the Final Disbursement Date (and, if in part, the amounts thereof to be prepaid shall be determined by the Borrower; provided, that such prepayment shall be in 21 3904899.6 047999 CTR principal amounts of $500,000 or any integral multiple of $1.00 in excess thereof), in each case from time to time but not more than once annually in accordance with 33 U.S.C. § 3908(c)(4)(A). The Borrower may make such prepayment by paying to the WIFIA Lender such principal amount of the WIFIA Loan to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment and all fees and expenses then due and payable to the WIFIA Lender. Each prepayment of the WIFIA Loan pursuant to this Section 9(a) shall be made on such date and in such principal amount as shall be specified by the Borrower in a written notice, signed by the Borrower's Authorized Representative and delivered to the WIFIA Lender not less than thirty (30) days prior to the requested date of prepayment, unless otherwise agreed by the WIFIA Lender. At any time between delivery of such written notice and the applicable optional prepayment, the Borrower may, without penalty or premium, rescind its announced optional prepayment by further written notice to the WIFIA Lender. Anything in this Section 9(a) to the contrary notwithstanding, the failure by the Borrower to make any optional prepayment shall not constitute a breach or default under this Agreement. (b) General Prepayment Instructions. Upon the WIFIA Lender's receipt of confirmation that payment in full in immediately available funds of the entire WIFIA Loan Balance and any unpaid interest, fees and expenses with respect thereto has occurred as a result of a prepayment, the WIFIA Lender shall surrender the WIFIA Bond to the Borrower or its authorized representative, by mail in accordance with Section 31 (Notices) or as otherwise agreed between the parties hereto. If the Borrower prepays only part of the unpaid balance of principal of the WIFIA Loan, the WIFIA Lender may make a notation on the WIFIA Loan Amortization Schedule indicating the amount of principal of and interest on the WIFIA Loan then being prepaid. Absent manifest error, the WIFIA Lender's determination of such matters as set forth on an updated WIFIA Loan Amortization Schedule shall be conclusive evidence thereof; provided, that neither the failure to make any such recordation nor any error in such recordation shall affect in any manner the Borrower's obligations hereunder or under any other WIFIA Loan Document. All partial prepayments of principal shall be applied to reduce the WIFIA Loan Balance such that the remaining scheduled principal payments for the WIFIA Loan set out in the WIFIA Loan Amortization Schedule are reduced substantially pro rata. If such funds have not been so paid on the prepayment date, such principal amount of the WIFIA Loan shall continue to bear interest until payment thereof at the rate provided for in Section 6 (Interest Rate). Section 10. Fees and Expenses. (a) Fees. The Borrower shall pay to the WIFIA Lender: (i) the Servicing Set -Up Fee, which shall be due and payable within thirty (30) days after receipt by the Borrower of an invoice from the WIFIA Lender with respect thereto (or, if earlier, the date of the first Disbursement of the WIFIA Loan); (ii) the Construction Period Servicing Fee, which shall accrue on the first Business Day of the then -current Federal Fiscal Year and shall be due and payable on or prior to each November 15 during the period beginning from the Effective Date through (and including) the end of the Federal Fiscal Year during which the Substantial Completion Date occurs; provided, that the Initial Construction Period Servicing Fee shall be due and payable within thirty (30) days after receipt by the Borrower of an invoice from the WIFIA 22 3964989.6 047899 CTR Lender with respect thereto (or, if earlier, the date of the first Disbursement of the WIFIA Loan); and (iii) the Operating Period Servicing Fee, which shall accrue on the first Business Day of the then -current Federal Fiscal Year and shall be due and payable on or prior to each November 15, beginning with the first November 15 following the end of the Federal Fiscal Year during which the Substantial Completion Date occurs, until (and including) the Final Maturity Date; provided, that the Operating Period Servicing Fee due and payable with respect to the Federal Fiscal Year during which the Final Maturity Date occurs shall be equal to the pro-rata monthly portion of the then applicable Operating Period Servicing Fee multiplied by the number of partial or whole months remaining between October I and the Final Maturity Date. (b) The amount of each Construction Period Servicing Fee (other than the Initial Construction Period Servicing Fee) and each Operating Period Servicing Fee shall be adjusted in proportion to the percentage change in CPI forthe calendar year immediately preceding the calendar year during which such fee is due. The WIFIA Lender shall notify the Borrower of the amount of each such fee at least thirty (30) days before payment is due, which determination shall be conclusive absent manifest error. (c) Expenses. The Borrower agrees, whether or not the transactions hereby contemplated shall be consummated, to reimburse the WIFIA Lender on demand from time to time, within thirty (30) days after receipt by the Borrower of any invoice from the WIFIA Lender, for any and all fees, costs, charges, and expenses incurred by it (including the fees, costs, and expenses of its legal counsel, financial advisors, auditors and other consultants and advisors) in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the other WIFIA Loan Documents and the transactions hereby and thereby contemplated, including attorneys', and engineers' fees and professional costs, including all such fees, costs, and expenses incurred as a result of or in connection with: (i) the enforcement of or attempt to enforce, or the monitoring, protection or preservation of any right or claim under, the Liens on the Pledged Collateral or any provision of this Agreement or any of the other WIFIA Loan Documents or the rights of the WIFIA Lender thereunder; (ii) any amendment, modification, re -execution, waiver, or consent with respect to this Agreement or any other WIFIA Loan Document; and (iii) any work-out, restructuring, or similar arrangement of the obligations of the Borrower under this Agreement or the other WIFIA Loan Documents, including during the pendency of any Event of Default. (d) The obligations of the Borrower under this Section 10 shall survive the payment or prepayment in full or transfer of the WIFIA Loan, the enforcement of any provision of this Agreement or the other WIFIA Loan Documents, any amendments, waivers or consents with respect thereto, any Event of Default, and any workout, restructuring, or similar arrangement of the obligations of the Borrower under this Agreement or the other WIFIA Loan Documents. 23 3964889.E 047899 CTR ARTICLE III CONDITIONS PRECEDENT Section 11. Conditions Precedent. (a) Conditions Precedent to Effectiveness. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not become effective until each of the following conditions precedent has been satisfied or waived in writing by the WIFIA Lender in its sole discretion: (i) The Borrower shall have duly executed and delivered to the WIFIA Lender this Agreement, the WIFIA Bond, the WIFIA Bond Ordinance and the WIFIA Term Sheet, each in form and substance satisfactory to the WIFIA Lender. (ii) The Borrower shall have delivered to the WIFIA Lender complete and fully executed copies of (A) the Parity Obligation Documents v�ith respect to the Existing Parity Obligations, and (B) any Other Financing Document with respect to which all or a portion of the proceeds are or will be applied to fund all or any portion of Total Project Costs, in each case that has been entered into on or prior to the Effective Date, along with a certification in the Closing Certificate that each such document is complete, fully executed and in full force and effect, and that all conditions contained in the Related Documents that are necessary to the closing of the WIFIA transaction contemplated hereby (if any) have been fulfilled. (iii) The Borrower shall have delivered to the WIFIA Lender fully executed copies of each Existing Construction Contract, together with any amendments, waivers or modifications thereto. (iv) Counsel to the Borrower shall have rendered to the WIFIA Lender legal opinions satisfactory to the WIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-1(Opinions Requiredfrom General Counsel to Borrower)) and bond counsel to the Borrower shall have rendered to the WIFIA Lender legal opinions satisfactory to the WIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-2 (Opinions Required from Bond Counsel to Borrower)). (v) The Borrower shall have delivered to the WIFIA Lender a certificate, signed by the Borrower's Authorized Representative, substantially in the form attached hereto as Exhibit B (Form of Closing Certificate) (the "Closing Certificate"), designating the Borrower's Authorized Representative, confirming such person's position and incumbency, and certifying as to the satisfaction of the certain conditions precedent (and, if requested by the WIFIA Lender, has provided evidence satisfactory to the WIFIA Lender of such satisfaction), including the following: (A) as of the Effective Date, (1) the Maximum Principal Amount, together with the amount of any other credit assistance provided under the Act to the Borrower, does not exceed eighty percent (80%) of reasonably anticipated Eligible Project Costs; (2) the aggregate amount of 24 3964889.6 047899 CTR Eligible Project Costs previously incurred prior to the Effective Date does not exceed twenty percent (20%) of Eligible Project Costs; and (3) the total federal assistance provided to the Project, including the Maximum Principal Amount, does not exceed eighty percent (80%) of Total Project Costs; (B) the Borrower is in compliance with NEPA and any applicable federal, state or local environmental review and approval requirements with respect to the Project; (C) the Borrower has (1) obtained a FEIN (as evidenced by the delivery of a copy of the Borrower's W-9), (2) obtained a UEI, and (3) registered with SAM and obtained confirmation of active SAM registration status; (D) the Borrower has obtained the WIFIA CUSIP Number; (E) the representations and warranties of the Borrower set forth in this Agreement and in each other WIFIA Loan Document to which the Borrower is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date; and (F) no Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred or arisen since the date of the Application. (vi) The Borrower shall have provided evidence to the WIFIA Lender's satisfaction, prior to the Effective Date, of the assignment by at least one (1) Nationally Recognized Rating Agency of public Investment Grade bating on the WIFIA Loan, along with a certification in the Closing Certificate that no such rating has been reduced, withdrawn or suspended as of the Effective Date. (vii) The Borrower shall have delivered to the WIFIA Lender the Public Benefits Report. (viii) The Borrower shall have paid in full all invoices delivered by the WIFIA Lender to the Borrower as of the Effective Date for any applicable Servicing Fees and the fees and expenses of the WIFIA Lender's counsel and financial advisors and any auditors or other consultants retained by the WIFIA Lender for the purposes hereof. (ix) The Borrower shall have delivered to the WIFIA Lender complete and fully executed copies of all Commission Agreements that have been entered into on or prior to the Effective Date, together with any amendments, waivers or modifications thereto. (b) Conditions Precedent to Disbursements. Notwithstanding anything in this Agreement to the contrary, the WIFIA Lender shall have no obligation to make any Disbursement 25 3964889,6 047899 CTR of the WIFIA Loan to the Borrower (including the initial Disbursement hereunder) until each of the following conditions precedent has been satisfied or waived in writing by the WIFIA Lender in its sole discretion: 0) The Borrower shall have delivered to the WIFIA Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions), Schedule IV (Requisition Procedures) and Exhibit D (Form of Requisition), including satisfactory Eligible Project Costs Documentation relating to such Requisition. The Borrower's Authorized Representative shall also certify in such Requisition that: (A) at the time of, and immediately after giving effect to, any Disbursement of WIFIA Loan proceeds then currently requested, (1) no Default or Event of Default and no event of default under any other Related Document has occurred and is continuing and (2) no event that, with the giving of notice or the passage of time or both, would constitute an event of default under any other Related Document, has Occurred and is continuing; (B) no Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, has occurred since the Effective Date; (C) the aggregate amount of all Disbursements (including the requested Disbursement amount but excluding any interest that is capitalized in accordance with the terms hereof) does not exceed (l) the Maximum Principal Amount or (2) the amount of Eligible Project Costs paid or incurred by the Borrower; (D) the Eligible Project Costs for which reimbursement or payment is being requested has not been reimbursed or paid by any previous disbursement of (1) WIFIA Loan proceeds or (2) any other source of funding for the Project as identified in the Project Budget; (E) (1) the Borrower has complied, and has required the Commission and each of the Borrower's and the Commission's respective contractors and subcontractors at all tiers with respect to the Project to comply, with all applicable laws, rules, regulations and requirements, including 40 U.S.C. §§ 3141-3144, 3146, and 3147 (relating to Davis - Bacon Act requirements) (and regulations relating thereto) and 33 U.S.C. § 3914 (relating to American iron and steel products); and (2) supporting documentation, such as certified payroll records and certifications for all iron and steel products used for the Project, are being maintained and are available for review upon request by the WIFIA Lender; (F) the representations and warranties of the Borrower set forth in this Agreement and in each other WIFIA Loan Document are true and correct as of each date on which any disbursement of the WIFIA Loan is made, except to the extent such representations and warranties expressly ►TM 3964889,E 047899 CTR relate to an earlier date (in which case, such representations and warranties are true and correct as of such earlier date); (G) the Borrower has delivered all required deliverables under and in compliance with the requirements of Schedule V (Reporting Requirements), except as has been otherwise agreed by the WIFIA Lender; and (H) the amount being requested for Disbursement is with respect to Eligible Project Costs for which all or a portion of the Eligible Project Costs Documentation was previously submitted to and approved by the WIFIA Lender in accordance with Schedule IV (Requisition Procedures) and Schedule V (Reporting Requirements) of the WIFIA Loan Agreement, and/or the Borrower has set out in the Requisition (or attached separately to the Requisition) a summary of any Eligible Project Costs that have not otherwise been previously submitted to the WIFIA Lender for approval, together with supporting Eligible Project Costs Documentation. (ii) If applicable, to the extent necessary to make the representations and warranties in Section 12(f) (Litigation) and Section 12(j)(iii)(Con7pliance with Laws) true, correct and complete as of the date of the applicable Disbursement, the Borrower shall have delivered an updated Schedule III (Borrower Disclosures) in form and substance acceptable to the WIFIA Lender. (iii) The Borrower shall have paid in full (A) any outstanding Servicing Fees due and payable under Section 10 (Fees and Expenses) and (B) all invoices delivered by the WIFIA Lender to the Borrower, for the fees and expenses of the WIFIA Lender's counsel and financial advisors and any auditors or other consultants retained by the WIFIA Lender for the purposes hereof. ARTICLE IV REPRESENTATIONS AND WARR.A.NTIES Section 12. Representations and Warranties of Borrower. The Borrower hereby represents and warrants that, as of the Effective Date and, as to each of the representations and warranties below other than those contained in Section 12(b) (Officers' Authorization), Section 12(k) (Credit Ratings) and the first sentence of Section 12(m) (Construction Contracts), as of each date on which any Disbursement of the WIFIA Loan is requested or made: (a) Organization; Power and Authority. The Borrower is a Legal Entity duly organized and validly existing under its Organizational Documents and the laws of the State, has full legal right, power and authority to do business in the State and to enter into the WIFIA Loan Documents then in existence, to execute and deliver this Agreement and the WIFIA Bond, and to carry out and consummate all transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement, the WIFIA Bond, and the other WIFIA Loan Documents. Other than such Organizational Documents and the WIFIA Bond Ordinance, there are no additional instruments or documents necessary for the Borrower to execute 27 3964889.6 047899 CTR and deliver, or to perform its obligations under, the WIFIA Loan Documents to which it is a party and to consummate and implement the transactions contemplated by the WIFIA Loan Documents. (b) Officers' Authorization. As of the Effective Date, the officers of the Borrower executing (or that previously executed) the WIFIA Loan Documents, and any certifications or instruments related thereto, to which the Borrower is a party are (or were at the time of such execution) duly and properly in office and fully authorized to execute the same. (c) Due Execution, Enforceability. Each of the WIFIA Loan Documents in effect as of any date on which this representation and warranty is made, and to which the Borrower is a party, has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding agreement of the Borrower enforceable against the Borrower in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in equity or at law). (d) Non -Contravention. The execution and delivery of the WIFIA Loan Documents to which the Borrower is a party, the consummation of the transactions contemplated by the WIFIA Loan Documents, and the fulfillment of or compliance with the terms and conditions of all of the WIFIA Loan Documents, do not and will not (i) conflict with the Borrower's Organizational Documents, (ii) conflict in any material respect with, or constitute a violation, breach or default (whether immediately or after notice or the passage of time or both) by the Borrower of or under, any applicable law, administrative rule or regulation, any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties or assets are otherwise subject or bound, or (iii) result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower, other than Permitted Liens. (e) Consents and Approvals. All Governmental Approvals required as of the Effective Date and required as of any subsequent date on which this representation is made (or deemed made) for the undertaking, construction and completion of the Project and the operation and maintenance of the System, and for the Borrower to execute and deliver and perform its obligations under the WIFIA Loan Documents, the Construction Contracts and the Commission Agreements, have been obtained or effected and are in full force and effect. The Borrower is not in default with respect to any Governmental Approval, which default could reasonably be expected to result in a Material Adverse Effect. To the Borrower's knowledge, the Commission is not in default with respect to any Governmental Approval, which default could reasonably be expected to result in a Material Adverse Effect. No consent or approval of any trustee, holder of any indebtedness of the Borrower or any other Person is necessary in connection with the execution, delivery, and performance by the Borrower of the WIFIA Loan Documents and the consummation of any transaction contemplated thereunder, except as have been obtained or made and as are in full force and effect. (f) Litigation. Except as set forth in Part B of Schedule III (Borrower Disclosures), there is no action, suit, proceeding or, to the knowledge of the Borrower, any inquiry 28 3964999.E 047999 CTR or investigation, in any case before or by any court or other Governmental Authority pending or, to the knowledge of the Borrower, threatened against or affecting the System, the Project or the ability of the Borrower to execute, deliver and perform its obligations under the WIFIA Loan Documents or that in any case could reasonably be expected to result in a Material Adverse Effect. (g) Security Interests. (i) The WIFIA Loan Documents and the Organizational Documents together establish, and (ii) the Borrower has taken all necessary action to pledge, assign, and grant, in each case for the benefit of the WIFIA Lender, legal, valid, binding and enforceable Liens on the Pledged Collateral purported to be created, pledged, assigned, and granted pursuant to and in accordance with the WIFIA Loan Documents, irrespective of whether any Person has notice of the pledge and without the need for any physical delivery, recordation, filing, or further act, and if applicable, the security interests created in the Pledged Collateral have been duly perfected under applicable State law. Such Liens are in frill force and effect and, with respect to the Pledged Revenues, are not subordinate or junior to any other Liens on the Pledged Revenues and are not parr passu with any Liens other than the Liens on the Pledged Revenues in favor of the other Parity Obligations. No holder of System Obligations or other indebtedness of the Borrower other than the WIFIA Lender has any Lien on or right to the Pledged Taxes or any portion thereof. The Borrower is not in breach of any covenant set forth in Section 14(c) (Securing Liens) or in any Parity Obligation Document with respect to the matters described in Section 14(c) (Securing Liens). As of the Effective Date and as of each other date this representation and warranty is made, (A) all documents and instruments have been recorded or filed for record in such manner and in such places as are required and all other action as is necessary or desirable has been taken to establish legal, valid, binding, and enforceable and, if applicable, perfected, Liens on the Pledged Collateral in favor of the WIFIA Lender to the extent contemplated by the WIFIA Loan Documents, and (B) all taxes and filing fees that are due and payable in connection with the execution, delivery or recordation of any WIFIA Loan Document or any instruments, certificates or financing statements in connection with the foregoing, have been paid. Neither the attachment, validity, enforceability, priority or, if applicable, perfection, of the security interest in the Pledged Collateral granted pursuant to the WIFIA Loan Documents is governed by Article 9 of the UCC. (h) No Debarment. The Borrower has fully complied with its verification obligations under 2 C.F.R. § 180.320 and confirms, based on such verification, that, to its knowledge, neither the Borrower nor any of its principals (as defined in 2 C.F.R. § 180.995 and supplemented by 2 C.F.R § 1532.995) (i) is debarred, suspended or voluntarily excluded from participation in Government contracts, procurement or non -procurement matters, (ii) is presently indicted for or otherwise criminally or civilly charged by a Governmental Authority with commission of any of the offenses contemplated by 2 C.F.R. Part 180 or 2 C.F.R. Part 1532; or (iii) has, within the three (3) year period preceding the Effective Date, (x) been convicted for or had a civil judgment rendered against it or them for any of such offenses within such period or (y) had any public transactions (federal, state or local) terminated for cause or default. (i) No Lobbying. Pursuant to 31 U.S.C. § 1352, to the best of the Borrower's knowledge and belief, (A) no Federal appropriated funds have been paid or will be paid, by or on behalf of the Borrower, to any Person for influencing or attempting to influence an officer or employee of an agency, a member (or employee of a member), officer, or employee of the U.S. Congress, in connection with the making of the WIFIA Loan, execution (including amendments or modifications) of the WIFIA Loan Documents, or any other federal action under 31 U.S.C. § 29 3964889.E 047899 CTR 1352(a)(2); and (B) if any funds other than Federal appropriated funds have been paid or will be paid to any Person for influencing or attempting to influence an officer or employee of any agency, a member (or employee of a member), officer, or employee of the U.S. Congress in connection with the WIFIA Loan, the Borrower has completed and submitted to the WIFIA Lender Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 0) Compliance with Laws. (i) The Borrower has complied, and has required the Commission and each of the Borrower's and the Commission's respective contractors and subcontractors at all tiers with respect to the Project to comply, with all applicable laws, rules, regulations and requirements, including 40 U.S.C. §§ 3141-3144, 3146, and 3147 (relating to Davis - Bacon Act requirements) (and regulations relating thereto), 33 U.S.C. § 3914 (relating to American iron and steel products), 2 C.F.R. § 180.320 and 2 C.F.R. Part 1532 (relating to non -debarment), 31 U.S.C. § 1352 and 40 C.F.R. § 34.100 (relating to non -lobbying), and any applicable Sanctions Laws. (ii) To ensure such compliance, the Borrower has included in all contracts with respect to the Project, and has caused the Commission to include in all contracts with respect to the Project, (A) the contract clauses relating to applicable federal requirements (such as Davis -Bacon) and (B) requirements that contractors (1) shall comply with all applicable laws, rules, regulations, and requirements set forth in this Section 120) and follow applicable federal guidance and (2) incorporate in all subcontracts (and cause all subcontractors to include in lower tier subcontracts) such terms and conditions as are required to be incorporated therein by any applicable laws, rules, regulations and requirements set forth in this Section 120). (iii) Except as set forth in Part C of Schedule III (Borrower Disclosures), (A) the Borrower is in compliance with all laws applicable to the System (including the Project) relating to environmental, health or safety matters and (B) to the Borrower's knowledge and solely with respect to the Project, the Commission is in compliance with all laws applicable to the Project relating to environmental, health or safety matters. (k) Credit Ratings. The WIFIA Loan has received a public Investment Grade Rating from at least one (1) Nationally Recognized Rating Agency, written evidence of such rating has been provided to the WIFIA Lender prior to the Effective Date, and such rating has not been reduced, withdrawn or suspended as of the Effective Date. (1) No Defaults. No Default or Event of Default, and no default or event of default by the Borrower under any other Related Document, has occurred and is continuing. (m) Construction Contracts. Part C of Schedule II (Project Details) sets forth a list of the Existing Construction Contracts as of the Effective Date. With respect to each Construction Contract executed as of any date on which this representation and warranty is made, such Construction Contract is in full force and effect. 30 3964889,6 047899 C'rR (n) Information. The information furnished by, or on behalf of, the Borrower to the WIFIA Lender, when taken as a whole, is true and correct in all material respects (other than for projections and other forward -looking statements contained in the Base Case Financial Model and any Updated Financial Model/Plan which have been made in good faith and based on reasonable assumptions) and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date rnade or furnished. (o) Insurance. The Borrower is in compliance with all insurance obligations required under each Construction Contract and the WIFIA Loan Documents (including Section 14(g) (Insurance) hereof) as of the date on which this representation and warranty is made. To the extent the Borrower self -insures, the Borrower's self-insurance program is actuarially sound. (p) No Prohibited Liens. Except for Permitted Liens, the Borrower has not created, and is not under any obligation to create, and has not entered into any transaction or agreement that would result in the imposition of, any Lien on the Pledged Collateral, the System, the Project, the Revenues or the Borrower's respective rights in any of the foregoing. (q) Financial Statements. Each income statement, balance sheet and statement of operations and cash flows (collectively, "Financial Statements") delivered to the WIFIA Lender pursuant to Part B of Schedule V (Reporting Requirements) has been prepared in accordance with GAAP and presents fairly, in all material respects, the financial condition (including any liabilities or obligations that are required to be disclosed in accordance with GAAP) of the Borrower as of the respective dates of the balance sheets included therein and the results of operations of the Borrower for the respective periods covered by the statements of income included therein. (r) Securities Laws. Under existing law, the WIFIA Bond may be issued and sold without registration under the Securities Act of 1933, as amended, and any State blue sky laws. (s) No Delinquent Taxes or Federal Debt. The Borrower has paid all applicable taxes and other material taxes and assessments payable by it that have become due (other than those taxes or assessments that it is contesting in good faith and by appropriate proceedings, for which adequate reserves have been established to the extent required by GAAP). The Borrower has no delinquent federal debt (including tax liabilities but excluding any delinquencies that have been resolved with the appropriate federal agency in accordance with the standards of the Debt Collection Improvement Act of 1996). (t) Sufficient Funds. The amount of the WIFIA Loan, when combined with all other fiends committed for the development and construction of the Project as set forth under the various sources of finds in the Project Budget, will be sufficient to carry out the Project, pay all Total Project Costs anticipated for the development and construction of the Project and achieve Substantial Completion by the Projected Substantial Completion Date. The total federal assistance provided to the Project, including the Maximum Principal Amount, does not exceed eighty percent (80%) of Total Project Costs. The Updated Financial Model/Plan most recently delivered to the WIFIA Lender pursuant to Part A of Schedule V (Reporting Requirements) demonstrates that the 31 3964889.6 047899 CTR projected Revenues are sufficient to meet the WIFIA Loan Amortization Schedule. The Borrower has developed, and identified adequate revenues to implement, a plan for operating, maintaining, and repairing the Project over the useful life of the Project. (u) Sovereign imrrurnity. The Borrower either has no immunity from the jurisdiction of any court of competent jurisdiction or from any legal process therein which could be asserted in any action to enforce the obligations of the Borrower under any of the WIFIA Loan Documents to which it is a party or the transactions contemplated hereby or thereby, including the obligations of the Borrower hereunder and thereunder, or, to the extent that the Borrower has such immunity, the Borrower has waived such immunity pursuant to Section 14(n) (Immunity). (v) Accuracy of Representations and Warranties. The representations, warranties and certifications of the Borrower set forth in this Agreement and the other WIFIA Loan Documents are true, correct, and complete, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true, correct, and complete as of such earlier date). (w) Sufficient Rights. The Borrower possesses either valid legal and beneficial title to, leasehold title in, or other valid legal rights with respect to the real property relating to the System (including the Project), in each case as is necessary and sufficient as of the date this representation is made for the construction, operation, maintenance and repair of the System (including the Project). As of any date on which this representation and warranty is made, the Construction Contracts and Commission Agreements then in effect and the Governmental Approvals that have been obtained and are then in full force and effect create rights in the Borrower sufficient to enable the Borrower to own, construct, operate, maintain and repair the System (including the Project) and to perform its obligations under the Construction Contracts then in effect to which it is a party. The Borrower has water rights with such amounts, priorities and qualities as are necessary to service adequately the Borrower's customers. (x) Commission Agreements. As of the Effective Date and as of each date this representation and warranty is made (or deemed made), the Borrower has delivered to the WIFIA Lender (i) a fully executed, complete and correct copy of each Commission Agreement then in effect, including any amendments, waivers or modifications thereto, and (ii) each such agreement is in full force and effect. No event has occurred that gives the Borrower or, to the Borrower's knowledge, the Commission or any other party to any Commission Agreements the right to terminate any such Commission Agreement. The Borrower is not in breach of any material term of or in default under any Commission Agreement and, to the Borrower's knowledge, neither the Commission nor any other party to any Commission Agreement is in breach of any material term of or in default under any Commission Agreement. 32 3964889-6 047899 CTR Section 13. Representations and Warranties of WIFIA Lender. The WIFIA Lender represents and warrants that: (a) Power and Authority. The WIFIA Lender has all requisite power and authority to make the WIFIA Loan and to perform all transactions contemplated by the WIFIA Loan Documents to which it is a party. (b) Due Execution, Enforceability. The WIFIA Loan Documents to which it is a party have been duly authorized, executed and delivered by the WIFIA Lender, and are legally valid and binding agreements of the WIFIA Lender, enforceable against the WIFIA Lender in accordance with their terms. (c) Officers' Authorization. The officers of the WIFIA Lender executing each of the WIFIA Loan Documents to which the WIFIA Lender is a party arc duly and properly in office and fully authorized to execute the same on behalf of the WIFIA Lender. ARTICLE V COVENANTS Section 14. Affirmative Covenants. The Borrower covenants and agrees as follows until, subject to such longer periods as are provided for under Section 14(p) (Access; Records) with respect to the Borrower's obligations thereunder, the date the WIFIA Bond and all of the obligations of the Borrower under this Agreement (other than contingent indemnity obligations) are irrevocably paid in full in immediately available funds and the WIFIA Lender no longer has any commitment to make Disbursements to the Borrower, unless the WIFIA Lender waives compliance in writing: (a) Revenue Covenant. (i) The Borrower shall comply with all requirements and conditions specified in the Revenue Covenant. (A) the forecast furnished by the Borrower in the most recent Updated Financial Model/Plan delivered by the Borrower pursuant to Part A of Schedule V (Reporting Requirements) demonstrates that projected Pledged Revenues (as described in the Revenue Covenant) may be inadequate to satisfy the Revenue Covenant for any Borrower Fiscal Year during the Forecast Period, the Borrower shall propose a remedial course of action, which plan shall demonstrate to the WIFIA Lender's satisfaction that such plan will generate an equivalent or greater increase to the Pledged Revenues so as to satisfy the Revenue Covenant; and/or (B) the Borrower fails to satisfy the Revenue Covenant for the most recently ended Borrower Fiscal Year, the Borrower shall (x) within thirty (30) days after request by the WIFIA Lender, engage the Technical 33 3964889.6 047899 CTR and Rate Consultant to review and analyze the operations of the System and recommend actions regarding revising the rates or changing the methods of operations, or any other actions to increase the Pledged Revenues so as to satisfy the Revenue Covenant, (y) cause the Technical and Rate Consultant to issue its report, including any such recommended actions, no later than ninety (90) days following such engagement, and (z) either, within sixty (60) days following the issuance of the Technical and Rate Consultant's report, (1) implement the Technical and Rate Consultant's recommendations or (2) undertake an alternative course of action after demonstrating to the WIFIA Lender's satisfaction that an alternative plan will generate an equivalent or greater increase to the Pledged Revenues so as to satisfy the Revenue Covenant. (b) Levy of Taxes. The Borrower shall levy, extend and collect the Pledged Taxes for the payment of the WIFIA Bond, subject only to the Borrower's right pursuant to the WIFIA Bond Ordinance to abate the levy of the Pledged Taxes to the extent of the funding of the Water Fund from the Pledged Revenues for the payment of WIFIA Debt Service. (c) Securing Liens. The Borrower shall at any and all times, to the extent permitted by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable in connection with assuring, conveying, granting, assigning, securing and confirming the Liens on the Pledged Collateral (whether now existing or hereafter arising) granted to the WIFIA Lender for its benefit pursuant to the WIFIA Loan Documents, or intended so to be granted pursuant to the WIFIA Loan Documents, or which the Borrower may become bound to grant. The Borrower shall at all times maintain the Pledged Collateral free and clear of any Lien that has priority over, or equal rank with, the Liens created by the WIFIA Loan Documents, other than Permitted Liens, and all organizational, regulatory or other necessary action on the part of the Borrower to that end shall be duly and validly taken at all times. The Borrower shall at all times, to the extent permitted by law, defend, preserve and protect the Liens on the Pledged Collateral granted pursuant to the WIFIA Loan Documents and for the benefit of the WIFIA Lender under the WIFIA Loan Documents against all claims and demands of all Persons whomsoever, subject to Permitted Liens. (d) Use of Proceeds. The Borrower shall use the proceeds of the WIFIA Loan solely to pay Eligible Project Costs as permitted by applicable law, this Agreement and the other WIFIA Loan Documents. (e) Prosecution of Work; Verification Requirements. (i) The Borrower shall, and shall cause the Commission to, diligently prosecute the work relating to the Project and complete the Project in accordance with the Construction Schedule (and on or prior to the Development Default Date), the Governmental Approvals in connection with the Project, and prudent utility and industry practice. 34 39649M6 047899 CTR 00 The Borrower shall comply with Subpart C of 2 C.F.R. Part 180, as supplemented by Subpart C of 2 C.F.R. Part 1532 (relating to debarment), including the verification requirements set forth in 2 C.F.R. §§ 180.300 and 180.320, and shall include in its contracts with respect to the Project similar terms or requirements for compliance. (t) Operations and Maintenance. The Borrower shall operate and maintain the System (including the Project) substantially in accordance with the Updated Financial Model/Plan most recently delivered by the Borrower to the WIFIA Lender pursuant to Part A of Schedule V (Reporting Requirements) and its operations and maintenance plan (that incorporates the Project). The Borrower shall operate and maintain the System (including the Project) in a reasonable and prudent manner and in good repair, working order and condition and in accordance with the requirements of all applicable laws and each applicable WIFIA Loan Document. The Borrower shall at all times do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in frill force and effect the Governmental Approvals and any other rights, licenses, franchises, and authorizations material to the conduct of its business and the operation and maintenance of the System. (g) Insurance. (1) The Borrower shall at all times procure and maintain or cause to be maintained insurance on the System and the construction of the Project, with responsible insurers, or as part of a reasonable system of self-insurance that is actuarially sound and adequately funded, in such amounts and against such risks (including damage to or destruction of the System) as are customarily maintained with respect to works and properties of like character against accident to, loss of, or damage to such works or properties, including insurance against public liability, property damage, workers' compensation, and builders' risk, casualty and liability, as appropriate, and otherwise in accordance with the Parity Obligation Documents, Commission Agreements and Construction Contracts. The insurance policies shall be available at all reasonable times for inspection upon request by the WIFIA Lender, its agents and representatives. (ii) The Borrower shall cause all liability insurance policies that it maintains (excluding property damage, automobile or workers' compensation insurance), to reflect the WIFIA Lender as an additional insured to the extent of its insurable interest. (h) Maintain Legal Structure. The Borrower shall maintain its existence as a Legal Entity organized and existing under its Organizational Documents and the laws of the State. (i) System Accounts; Permitted Investments. (i) The Borrower shall maintain the System Accounts in accordance with the terms of the WIFIA Loan Documents and the other Parity Obligation Documents. All Pledged Revenues received shall be deposited into the Water Fund when and as received in trust for the benefit of the holders of the Parity Obligations, including the WIFIA Loan (and corresponding WIFIA Bond). The Borrower shall not apply any portion of the Revenues in contravention of this Agreement. Any funds then on deposit in the WIFIA Debt Service Account (if applicable) shall only be used for payments of WIFIA 35 3964899.6 047899 CTR Debt Service by the Borrower in accordance with the WIFIA Loan Documents. All Pledged Taxes received shall be deposited into the WIFIA Bond Fund when and as received in trust for the exclusive benefit of the WIFIA Lender. (ii) If a WIFIA Debt Service Reserve Requircment is applicable as set forth in Part D of Schedule I (WIFIA Loan Specific Terms), the Borrower shall maintain the WIFIA Debt Service Reserve Account in an amount equal to the WIFIA Debt Service Reserve Requirement in accordance with the provisions of this Agreement. Amounts in the WIFIA Debt Service Reserve Account (if applicable) shall be held in trust for the benefit of the WIFIA Lender and shall be applied only to make payments with respect to the WIFIA Bond. (iii) Amounts on deposit in the System Accounts shall be held uninvested or invested in Permitted Investments. Permitted Investments must mature or be redeemable at the election of the holder at such times as may be necessary to ensure that funds will be available within the applicable account to be applied towards the purpose for which the applicable account has been established. 0) Compliance with Laws. (i) The Borrower shall, and shall require the Commission and each of the Borrower's and the Commission's respective contractors and subcontractors at all tiers with respect to the Project to, comply with all applicable laws, rules, regulations and requirements, including 40 U.S.C. §§ 3141-3144, 3146, and 3147 (relating to Davis -Bacon Act requirements) (and regulations relating thereto), 33 U.S.C. § 3914 (relating to American iron and steel products), 2 C.F.R. § 180.320 and 2 C.F.R. Part 1532 (relating to non -debarment), 31 U.S.C. § 1352 (relating to non -lobbying), and any applicable Sanctions Laws. (ii) To ensure such compliance, the Borrower shall include in all contracts with respect to the Project, and shall cause the Commission to include in all contracts with respect to the Project, (A) the contract clauses relating to applicable federal requirements (such as Davis -Bacon) and (B) requirements that its contractors (1) shall comply with all applicable laws, rules, regulations, and requirements set forth in this Section 140) and follow applicable federal guidance and (2) incorporate in all subcontracts (and cause all subcontractors to include in lower tier subcontracts) such terms and conditions as are required to be incorporated therein by any applicable laws, rules, regulations and requirements set forth in this Section 140). (k) Material Obligations. The Borrower shall pay its material obligations payable from the Revenues promptly and in accordance with their terms and pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon the Pledged Collateral or other assets of the System, before the same shall become delinquent or in default, as well as all lawful and material claims for labor, materials and supplies or other claims which, if unpaid, might give rise to a Lien upon the System or any part thereof or on the Revenues or the Pledged Collateral; provided, however, that such payment and discharge shall not be required with respect to any such tax, assessment, charge, levy, claim or Lien so long as the validity 36 3964889.6 047899 CTR or amount thereof shall be contested by the Borrower in good faith by appropriate proceedings and so long as the Borrower shall have set aside adequate reserves with respect thereto in accordance with and to the extent required by GAAP, applied on a consistent basis. (1) SAM Registration and UEI. The Borrower shall obtain and maintain, on or prior to the Effective Date through the Final Maturity Date, an active SAM registration status and a UEI. (m) Events of Loss; Loss Proceeds. If an Event of Loss shall occur with respect to the System (including the Project) or any part thereof, the Borrower shall (i) diligently pursue all of its rights to compensation against all relevant insurers, reinsurers and Governmental Authorities, as applicable, in respect of such Event of Loss and (ii) apply or cause to be applied all Loss Proceeds (after excluding any proceeds of delay -in -start-up insurance and proceeds covering liability of the Borrower to third parties) in respect of such Event of Loss to repair, reconstruct, and/or replace the portion of the System in respect of which the applicable Loss Proceeds were received. The Borrower shall begin such repair, reconstruction or replacement promptly after such damage or destruction shall occur, and shall continue and properly complete such repair, reconstruction or replacement as expeditiously as possible, and shall pay out of such Loss Proceeds (after excluding any proceeds of delay -in -start-up insurance and proceeds covering liability of the Borrower to third parties) all costs and expenses in connection with such repair, reconstruction or replacement so that the same shall be completed and the System shall be free and clear of all claims and Liens. (n) Immunity. To the fullest extent permitted by applicable law, the Borrower agrees that it will not assert any immunity (and hereby waives any such immunity) it may have as a governmental entity from lawsuits, other actions and claims, and any judgments with respect to the enforcement of any of the obligations of the Borrower under this Agreement or any other WIFIA Loan Document. (o) Accounting and Audit Procedures. (i) The Borrower shall establish fiscal controls and accounting procedures sufficient to assure proper accounting for all (A) Revenues, operating expenses, capital expenses, depreciation, reserves, debt issued and outstanding and debt payments and (B) Project -related costs, Requisitions submitted, WIFIA Loan proceeds received, payments made by the Borrower with respect to the Project, and other sources of funding for the Project (including amounts paid from such sources for Project costs so that audits may be performed to ensure compliance with and enforcement of this Agreement). The Borrower shall use accounting, audit and fiscal procedures conforming to GAAP, including, with respect to the WIFIA Loan, accounting of principal and interest payments, disbursements, prepayments and calculation of interest and principal amounts Outstanding. (ii) The Borrower shall have a single or program -specific audit conducted in accordance with 2 C.F.R. Part 200 Subpart F and 31 U.S.C. § 7502 from (and including) the first Borrower Fiscal Year in which a Disbursement is made under this Agreement and annually thereafter to the extent required by applicable law, except in all cases to the extent biennial audits are pennitted for the Borrower pursuant to 2 C.F.R. § 37 3964889.6 047899 CTR 200.504 and 31 U.S.C. § 7502(b). Upon reasonable notice, the Borrower shall cooperate fully in the conduct of any periodic or compliance audits conducted by the WIFIA Lender, or designees thereof, pursuant to 40 C.F.R. Part 35, 31 U.S.C. § 7503(b), or 31 U.S.C. § 6503(h) and shall provide full access to any books, documents, papers or other records that are pertinent to the Project or the WIFIA Loan, to the WIFIA Lender, or the designee thereof, for any such project or programmatic audit. (p) Access; Records. (i) So long as the WIFIA Loan or any portion thereof shall remain Outstanding and until five (5) years after the WIFIA Loan shall have been paid in full, the WIFIA Lender shall have the right, upon reasonable prior notice, to visit, monitor and/or inspect any portion of the Project and its operations, to examine books of account and records of the Borrower relating to the Project, to make copies and extracts therefrom at the Borrower's expense, and to discuss the Borrower's affairs, finances and accounts relating to the Project with, and to be advised as to the same by, its officers and employees and its independent public accountants (and by this provision the Borrower irrevocably authorizes its independent public accountants to discuss with the WIFIA Lender the affairs, finances and accounts of the Borrower, whether or not any representative of the Borrower is present, it being understood that nothing contained in this Section 14(p) is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals as the WIFIA Lender may request. The Borrower agrees to pay all out-of-pocket expenses incurred by the WIFIA Lender in connection with the WIFIA Lender's exercise of its rights under this Section 14(p) at any time when an Event of Default shall have occurred and be continuing. (ii) The Borrower shall maintain and retain all pertinent files relating to the Project and the WIFIA Loan, as may be necessary for the WIFIA Lender to facilitate an effective and accurate audit and performance evaluation of the Project, until five (5) years after the later of the date on which (A) all rights and duties under this Agreement and under the WIFIA Bond (including payments) have been fulfilled and any required audits have been performed and (B) any litigation relating to the Project, the WIFIA Loan or this Agreement is finally resolved or, if the WIFIA Lender has reasonable cause to extend such date, a date to be mutually agreed upon by the WIFIA Lender and the Borrower. The Borrower shall provide to the WIFIA Lender in a timely manner all records and documentation relating to the Project that the WIFIA Lender may reasonably request from time to time. Section 15. Negative Covenants. The Borrower covenants and agrees as follows until the date the WIFIA Bond and all of the obligations of the Borrower under this Agreement (other than contingent indemnity obligations) are irrevocably paid in full in immediately available funds and the WIFIA Lender no longer has any commitment to make Disbursements to the Borrower, unless the WIFIA Lender waives compliance in writing: (a) Indebtedness. 38 3964889.6 047899 CTR (i) Program Requirements. The Borrower may not create, incur or suffer to exist(A)any System Obligations (I) the payments with respect to which are senior or prior in right to the payment by the Borrower of the WIFIA Loan and the other Parity Obligations or (2) secured by a Lien on the Pledged Revenues that is senior to the Lien on the Pledged Revenues in favor of the WIFIA Lender or (B) any System Obligations, all or a portion of the proceeds of which are or will be applied at any time to fund all or any portion of Total Project Costs, that are secured by a Lien on any assets or property of the Borrower other than the Pledged Revenues and, if applicable, ad valorem property taxes (excluding the Pledged Taxes). The Borrower shall not incur any indebtedness of any kind payable from, secured or supported by the Pledged Revenues, including Permitted Debt, without the prior written consent of the WIFIA Lender, while an Event of Default relating to a Payment Default or a Bankruptcy Related Event has occurred and is continuing. (ii) Issuance of Additional System Obligations. The Borrower shall not issue or incur any Additional System Obligations except in accordance with all requirements and conditions set forth in the Additional Bonds Test. (b) No Lien Extinguishment or Adverse Amendments. The Borrower shall not, and shall not permit any Person to, without the prior written consent of the WIFIA Lender, (i) extinguish the Revenue Covenant; (ii) extinguish or impair the Liens on the Pledged Collateral or any dedicated source of repayment of the WIFIA Loan or any other System Obligations (the proceeds of which are applied to fund Total Project Costs), in each.case granted pursuant to the Related Documents; (iii) amend, modify, replace or supplement any Related Document or permit a waiver of any provision thereof in a manner that could adversely affect the WIFIA Lender or could reasonably be expected to result in a Material Adverse Effect; or (iv) terminate, assign or replace any Related Document in a manner that could adversely affect the WIFIA Lender or could reasonably be expected to have a Material Adverse Effect. (c) No Prohibited Liens. Except for Permitted Liens, the Borrower shall not create, incur, assume or permit to exist any Lien on the Project, the Pledged Collateral, the Revenues, or the Borrower's respective rights in any of the foregoing and the Pledged Collateral will be free and clear of any Lien that is of equal rank with or senior to the pledge of the Borrower created under the WIFIA Loan Documents for the benefit of the WIFIA Lender. (d) Restricted Payments and Transfers. The Borrower shall not pen -nit Pledged Revenues or other assets of the System, or any fiends in any System Accounts or in any other fund or account held by or on behalf of the Borrower with respect to the System or the Pledged Revenues, to be paid or transferred or otherwise applied for purposes other than ownership, operation or maintenance of the System, including the payment of Permitted Debt. (e) No Prohibited Sale, Lease or Assignment, rnent. The Borrower shall not sell, lease, assign or otherwise transfer its rights in and to the System or a substantial portion of the assets included in the System, unless such sale, lease, assignment or transfer (i) could not reasonably be expected to have a Material Adverse Effect and (ii) is made by the Borrower in the ordinary course of business. 39 3964889.6 047899 CTR (f) Mergers and Acquisitions. The Borrower shall not, and shall not agree to, reorganize, consolidate with or merge into another Person unless (i) such reorganization, merger or consolidation is with or into another entity established by State law and such reorganization, merger or consolidation is permitted by State Iaw, and in each case, does not adversely affect or impair to any extent or in any manner (A) the Revenues or other elements of the Pledged Collateral or (B) the availability of the Revenues for the payment and security of the obligations of the Borrower under this Agreement; and (ii) the Borrower provides to the WIFIA Lender notice of such reorganization, consolidation or merger in accordance with Part E of Schedule V (Reporting Requirements) and such other information concerning such reorganization, consolidation or merger as shall have been reasonably requested by the WIFIA Lender. (g) Hedging. The Borrower shall not enter into any swap or hedging transaction, including any such transaction that is speculative or creates extraordinary leverage or risk, without the prior written consent of the WIFIA Lender. Section 16. Reporting Requirements. The Borrower agrees to comply with each of the reporting requirements set out in Schedule V (Reporting Requirements), unless otherwise agreed or waived by the WIFIA Lender in writing. ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 17. Events of Default and Remedies. (a) An "Event of Default" shall exist under this Agreement if any of the following occurs; provided, that the occurrence of an event set forth in sub -clauses (v) through (and including) (ix) below shall not constitute an Event of Default under this Agreement until the WIFIA Lender has provided a notice of such Event of Default to the Borrower; provided, further, that nothing in this paragraph is intended to limit any obligation of the Borrower hereunder, including any obligation to cure any event or condition contemplated under this Section 17(a): W Payment Default. The Borrower shall fail to pay when due any part of the principal amount of or interest on the WIFIA Loan (including WIFIA Debt Service required to have been paid pursuant to the provisions of Section 8 (Repayments)), and such failure continues for a period of five (5) days, when and as the payment thereof shall be required under this Agreement or the WIFIA Bond or on the Final Maturity Date (each such failure, a "Payment Default"). (i1) Occurrence of a Bankruptcy Related Event. A Bankruptcy Related Event shall occur with respect to the Borrower. (iii) Acceleration of System Obli atg ions. Any acceleration shall occur of the maturity of any System Obligation, or any such System Obligation shall not be paid in full upon the final maturity thereof. (iv) Invalidity of WIFIA Loan Documents. (A) Any WIFIA Loan Document ceases to be in full force and effect (other than as a result of the termination 40 3964889.6 047899 CTR thereof in accordance with its terms) or becomes void, voidable, illegal or unenforceable, or the Borrower contests in any manner the validity or enforceability of any WIFIA Loan Document to which it is a party or denies it has any further liability under any WIFIA Loan Document to which it is a party, or purports to revoke, terminate or rescind any WIFIA Loan Document to which it is a party; (B) any WIFIA Loan Document ceases (other than as expressly permitted thereunder) to be effective or to grant a valid and binding security interest on any material portion of the Pledged Collateral other than as a result of actions or a failure to act by, and within the control of the WIFIA Lender, and with the priority purported to be created thereby; or (C) any event occurs that results in the impairment in the validity, enforceability, perfection or priority of the WIFIA Lender's security interest in the Pledged Collateral. (v) Covenant Default, The Borrower shall fail to observe or perform any covenant, agreement or obligation of the Borrower under this Agreement, the WIFIA Bond or any other WIFIA Loan Document (other than in the case of any Payment Default or any Development Default), and such failure shall not be cured within thirty (30) days after the earlier to occur of (A) receipt by the Borrower from the WIFIA Lender of written notice thereof or (B) the Borrower's knowledge of such failure; provided, that if such failure is capable of cure but cannot reasonably be cured within such thirty (30) day cure period, then such thirty (30) day cure period shall be extended by up to one hundred fifty (150) additional days, if and so long as (x) within such thirty (30) day cure period the Borrower shall commence actions reasonably designed to cure such failure and shall diligently pursue such actions until such failure is cured and (y) such failure is cured within one hundred eighty (180) days of the date specified in either (A) or (B) above, as applicable. (vi) Misrepresentation Default. Any of the representations, warranties or certifications of the Borrower made in or delivered pursuant to the WIFIA Loan Documents (or in any certificates delivered by the Borrower in connection with the WIFIA Loan Documents) shall prove to have been false or misleading in any material respect when made or deemed made; provided, that no Event of Default shall be deemed to have occurred under this Section I7(a)(vi) if and so long as (A) such misrepresentation is not intentional, (B) such misrepresentation is not a misrepresentation in respect of Section 12(g) (Security Interests), Section 12(h) (No Debarment), Section 12(i) (No Lobbying), or Section 120) (Compliance with Laws), (C) in the reasonable determination of the WIFIA Lender, such misrepresentation has not had, and would not reasonably be expected to result in, a Material Adverse Effect, (D) in the reasonable detenmination of the WIFIA Lender, the underlying issue giving rise to the misrepresentation is capable of being cured and (E) the underlying issue giving rise to the misrepresentation is cured by the Borrower within thirty (30) days after the date on which the Borrower first became aware (or reasonably should have become aware) of such misrepresentation. (vii) Enforcement of Other Financing Documents. The holder(s) of System Obligations under a Related Document exercises remedies permitted thereunder for an event of default that has occurred and is continuing (and has not been cured or waived by the expiration of any applicable grace period), in respect of the performance of any covenant, agreement or obligation of the Borrower under such Related Document. a 3964889.6 047899 CTR (viii) Material Adverse Judgment. Any final, non -appealable judgment related to the Pledged Collateral that results in the impairment of (A) the Borrower's ability to comply with any of its payment obligations under the WIFIA Bond or this Agreement or (B) the existence, priority or perfection (if applicable) of the WIFIA Lender's security interest in the Pledged Collateral. (ix) Development Default. A Development Default shall occur. (b) Upon the occurrence of any Bankruptcy Related Event, all obligations of the WIFIA Lender hereunder with respect to the Disbursement of any undisbursed amounts of the WIFIA Loan shall automatically be deemed terminated. (c) Upon the occurrence of any Event of Default, the WIFIA Lender, by written notice to the Borrower, may exercise any or all of the Following remedies: (i) the WIFIA Lender may suspend or terminate all of its obligations hereunder with respect to the Disbursement of any undisbursed amounts of the WIFIA Loan; (ii) the WIFIA Lender may cease permitting interest on the WIFIA Loan to be capitalized (if applicable); (iii) the WIFIA Lender may apply the Default Rate provisions of Section 6 (Interest Rate); (iv) the WIFIA Lender may suspend or debar the Borrower from further participation in any Federal Government program administered by the WIFIA Lender and notify other departments and agencies of such default; and (v) the WIFIA Lender shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of any sums due and unpaid hereunder or under the WIFIA Bond or the other WIFIA Loan Documents, and may prosecute any such judgment or final decree against the Borrower and collect in the manner provided by law out of the property of the Borrower the moneys adjudged or decreed to be payable, and the WIFIA Lender shall have all of the rights and remedies of a creditor, including all rights and remedies of a secured creditor under the Uniform Commercial Code (if applicable), and may take such other actions at law or in equity as may appear necessary or desirable to collect all amounts payable by the Borrower under this Agreement, the WIFIA Bond or the other WIFIA Loan Documents then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the WIFIA Bond or the other WIFIA Loan Documents. (d) If a right of acceleration is or has been granted for the benefit of any holder of System Obligations and such System Obligations have been accelerated, then the WIFIA Lender shall have the right to declare the unpaid principal amount of the WIFIA Bond to be, and the same shall thereupon forthwith become, immediately due and payable, together with the interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable under this Agreement, 42 3964999.6 047899 CTR the WIFIA Bond or the other WIFIA Loan Documents, all without presentment, demand, notice, declaration, protest or other requirements of any kind, all of which are hereby expressly waived. (e) No action taken pursuant to this Section 17 shall (i) relieve the Borrower from its obligations pursuant to this Agreement, the WIFIA Bond or the other WIFIA Loan Documents, all of which shall survive any such action, or (ii) limit the WIFIA Lender's rights under the WIFIA Bond Ordinance or applicable law, including the Debt Reform Act. ARTICLE VII MISCELLANEOUS Section 18. Disclaimer of Warranty. The WIFIA Lender makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for a particular purpose or fitness for use of the Project or any portion thereof or any other warranty with respect thereto. In no event shall the WIFIA Lender be liable for any incidental, indirect, special or consequential damages incidental to or arising out of this Agreement or the System (including the Project) or the existence, furnishing, functioning or use of the Project or any item or products or services provided for in this Agreement. Section 19. No Personal Recourse. No official, employee or agent of the WIFIA Lender or the Borrower or any individual executing this Agreement or any of the other WIFIA Loan Documents shall be personally liable on this Agreement or such other WIFIA Loan Documents by reason of the issuance, delivery or execution hereof or thereof. Section 20. No Third -Party Rim. The parties hereby agree that this Agreement creates no third -party rights against the Borrower, the Federal Government, or the WIFIA Lender, solely by virtue of the WIFIA Loan, and that no third -party creditor of the Borrower shall have any right against the WIFIA Lender with respect to the W[FIA Loan made pursuant to this Agreement. Section 21. Borrower's Authorized Representative. The Borrower shall at all times have appointed a Borrower's Authorized Representative by designating such Person or Persons from time to time to act on the Borrower's behalf pursuant to a written certificate furnished to the WIFIA Lender and the Servicer, if any, containing the specimen signature or signatures of such Person or Persons and signed by the Borrower. Section 22. WIFIA Lender's Authorized Representative. The WIFIA Lender hereby appoints the Director of the WIFIA Program, whose notice details are set forth below in Section 31 (Notices), to serve as the WIFIA Lender's Authorized Representative under this Agreement until such time as a successor or successors shall have been appointed. Thereafter, the successor in office shall serve as the WIFIA Lender's Authorized Representative. The WIFIA Lender shall provide notice to the Borrower within a reasonable time period following the succession. Section 23. Servicer. The WIFIA Lender may from time to time designate another entity or entities to perform, or assist the WIFIA Lender in performing, the duties of the Servicer or specified duties of the W[FIA Lender under this Agreement and the WIFIA Bond. The WIFIA Lender shall give the Borrower written notice of the appointment of any successor or additional 43 3964889.6 047999 CTR Servicer and shall enumerate the duties or any change in duties to be performed by any Servicer. Any references in this Agreement to the WIFIA Lender shall be deemed to be a reference to the Servicer with respect to any duties which the WIFIA Lender shall have delegated to such Servicer. The WIFIA Lender may at any time assume the duties of any Servicer under this Agreement and the WIFIA Bond. The Borrower shall cooperate and respond to any reasonable request of the Servicer for information, documentation or other items reasonably necessary for the performance by the Servicer of its duties hereunder. Section 24. Amendments, Waivers and Termination No amendment, modification, termination, or waiver of any provision of this Agreement or the WIFIA Bond shall in any event be effective without the prior written consent of each of the parties hereto. Notwithstanding the foregoing sentence, if the first Disbursement of the WIFIA Loan has not occurred on or prior to the Final Disbursement Date, the WIFIA Lender or the Borrower may terminate this Agreement upon no less than ten (10) Business Days' prior written notice to the other party. Once terminated, this Agreement may not be reinstated. Section 25. Governing Law. This Agreement shall be governed by the federal laws of the United States of America if and to the extent such federal laws are applicable and the internal laws of the State, if and to the extent such federal laws arc not applicable. Section 26, Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. Section 27. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective permitted successors and assigns and shalt inure to the benefit of the parties hereto and their permitted successors and assigns. Neither the Borrower's rights or obligations hereunder or under the WIFIA Bond nor any interest herein or therein may be assigned or delegated by the Borrower without the prior written consent of the WIFIA Lender. Section 28. Remedies Not Exclusive. No remedy conferred herein or in any other WIFIA Loan Document or reserved to the WIFIA Lender is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the other WIFIA Loan Documents or now or hereafter existing at law or in equity or by statute. Section 29. Delay or Omission Not Waiver. No delay or omission of the WIFIA Lender to exercise any right or remedy provided hereunder or under any other WIFIA Loan Document upon a default of the Borrower (except a delay or omission pursuant to a written waiver) shall impair any such right or remedy or constitute a waiver of any such default or acquiescence therein. Every right and remedy given by this Agreement or under the other WIFIA Loan Documents or by law to the WIFIA Lender may be exercised from time to time, and as often as may be deemed expedient by the WIFIA Lender. Section 30. Counterparts; Electronic Signatures. This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number 44 3964889.6 047899 CTR of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Electronic Signatures are effective and enforceable. Electronic delivery of an executed counterpart of a signature page of this Agreement or of any document or instrument delivered in connection herewith in accordance with Section 31 (Notices) shall be effective as delivery of an original executed counterpart of this Agreement or such other document or instrument, as applicable; provided that, following the electronic delivery of the executed WIFIA Bond for loan closing purposes, the Borrower shall deliver by courier the originally executed WIFIA Bond to the WIFIA Lender at: Environmental Protection Agency Ronald Reagan Building Office of Chief Financial Officer Attn: Mr. Stacey Church, Room #81 192 1300 Pennsylvania, NW Washington, DC 20004 Phone. (202) 564-4837 Section 31. Notices. (a) All notices, requests, or communication hereunder shall be given in writing. (b) Notices to the WIFIA Lender should be made by (i) email to the email address noted below for the WIFIA Lender or (ii) submission through another electronic medium or transmission system as designated by the WIFIA Lender in accordance with this Section, unless otherwise instructed by the WIFIA Lender: If to WIFIA Lender: Environmental Protection Agency W]C-E 7334A 1200 Pennsylvania Avenue NW Washington, D.C. 20460 Attention: WIFIA Director Email: WIFIA_Portfolio@epa.gov (c) Notices to the Borrower should be made by (i) nationally recognized courier service, (ii) hand delivery, (iii) email, to the email address noted below for the Borrower, or (iv) another electronic medium designated by the Borrower in accordance with this Section, unless otherwise instructed by the Borrower's Authorized Representative: If to Borrower: The notice details set forth in Part G of Schedule I (WIFIA Loan Specific Terms) (d) Each such notice, request or communication shall be effective (x) if delivered by hand or by nationally recognized courier service, when delivered at the address specified in this Section 31 (or in accordance with the latest unrevoked written direction from the 45 3964889.6 047899 CTR receiving party), and (y) if given by email or other electronic method, when such email is delivered to the email address specified in this Section 31 or submitted to the electronic medium as directed by the receiving party, in each case with the sender's receipt of an acknowledgement from the intended recipient (such as by a "read receipt," return email, or other written acknowledgement) (or in accordance with the latest unrevoked written direction from the receiving party); provided, that notices received on a day that is not a Business Day or after 5:00 p.m. Eastern Time on a Business Day will be deemed to be effective on the next Business Day. The parties shall act reasonably in designating any electronic method other than email for notices, requests or communications hereunder, and neither party shall designate an alternative electronic method to which the other party has a reasonable objection. Section 32. Indemnification. The Borrower shall, to the extent permitted by law, indemnify the WIFIA Lender, the Servicer (if any), and any official, employee, agent, advisor or representative of the WIFIA Lender (each such Person being herein referred to as an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, penalties, costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and the costs of environmental remediation), whether known, unknown, contingent or otherwise, incurred by or asserted against any Indemnitce arising out of, in connection with, or as a result of (a) the execution, delivery and performance of this Agreement, any Construction Contract, or any Related Document, (b) the WIFIA Loan or the use of the proceeds thereof, or (c) the violation of any law, rule, regulation, order, decree, judgment or administrative decision relating to the environment, the preservation or reclamation of natural resources, the management, release or threatened release of any hazardous material or to health and safety matters; in each case arising out of or in direct relation to the Project; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, fines, penalties, costs or related expenses are determined by a court of competent jurisdiction by final and non -appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. In case any action or proceeding is brought against an Indemnitee by reason of any claim with respect to which such Indemnitee is entitled to indemnification hereunder, the Borrower shall be entitled, at its expense, to participate in the defense thereof, provided, that such Indemnitee has the right to retain its own counsel, at the Borrower's expense, and such participation by the Borrower in the defense thereof shal I not release the Borrower of any liability that it may have to such Indemnitee. Any Indemnitee against whom any indemnity claim contemplated in this Section 32 is made shall be entitled, after consultation with the Borrower and upon consultation with legal counsel wherein such Indemnitee is advised that such indemnity claim is meritorious, to compromise or settle any such indemnity claim. Any such compromise or settlement shall be binding upon the Borrower for purposes of this Section 32. Nothing herein shall be construed as a waiver of any legal immunity that may be available to any Indemnitee. To the extent permitted by applicable law, neither the Borrower nor the WIFIA Lender shall assert, and each of the Borrower and the WIFIA Lender hereby waives, any claim against any Indemnitee or the Borrower, respectively, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any Construction Contract, or any Related Document, the other transactions contemplated hereby and thereby, the WIFIA Loan or the use of the proceeds thereof, provided, that nothing in this sentence shall limit the Borrower's indemnity obligations to the extent such damages are included in any third -party claim in connection with which an Indemnitee is entitled to indemnification hereunder. All amounts due to any Indemnitee 46 3964889.E 047899 CTR under this Section 32 shall be payable promptly upon demand therefor. The obligations of the Borrower under this Section 32 shall survive the payment or prepayment in frill or transfer of the WIFIA Loan, the enforcement of any provision of this Agreement or the other Related Documents, any amendments, waivers (other than amendments or waivers in writing with respect to this Section 32) or consents in respect hereof or thereof, any Event of Default, and any workout, restructuring or similar arrangement of the obligations of the Borrower hereunder or thereunder. Section 33. Sale of WIFIA Loan. The WIFIA Lender shall not sell the WIFIA Loan at any time prior to the later of (a) the Substantial Completion Date and (b) other than with respect to a sale or transfer to another governmental entity within the Federal Government, the Final Disbursement Date. After such date, the WIFIA Lender may sell the WIFIA Loan to another entity or reoffer the WIFIA Loan into the capital markets only in accordance with the provisions of this Section 33. Such sale or reoffering shall be on such terms as the WIFIA Lender shall deem advisable. However, in making such sale or reoffering the WIFIA Lender shall not change the terms and conditions of the WIFIA Loan without the prior written consent of the Borrower in accordance with Section 24 (Amendments, Waivers and Termination). Prior to any sale or reoffering of the WIFIA Loan, the WIFIA Lender shall provide reasonable written notice to the Borrower of the WIFIA Lender's intention to consummate such a sale or reoffering. The provision of any notice pursuant to this Section 33 shall neither (x) obligate the WIFIA Lender to sell nor (y) provide the Borrower with any rights or remedies in the event the WIFIA Lender, for any reason, does not sell the WIFIA Loan. Section 34. Effectiveness. This Agreement shall be effective on the Effective Date. Section 35. Release of Lien. Upon the irrevocable payment in full in immediately available funds by the Borrower of the WIFIA Loan Balance, together with all accrued interest, fees and expenses with respect thereto, the WIFIA Lender shall cancel and discharge the Liens on the Pledged Collateral and surrender the WIFIA Bond to the Borrower in accordance with Section 9(b) (General Prepayment Instructions). Section 36. Survival. The indemnification requirements of Section 32 (Indemnification), the reporting and record keeping requirements of Section 14(p) (Access; Records) and the payment requirements of Section 10 (Fees and Expenses) shall survive the termination of this Agreement as provided in such Sections, as well as the waiver of any sovereign immunity, to the extent the Borrower has such immunity, pursuant to Section 14(n) (Immunity). Section 37. Integration. This Agreement, together with the other WIFIA Loan Documents, constitutes the entire contract between the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. fThe remainder of this page intentionally left blank; sLoature pages immediately follow. 47 3964889.6 047999 CTR IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, by its authorized representative By: _ Name: Title: [Signature Page to United City of Yorkville, Kendall County, Illinois Yorkville WaterLink Project — WIFIA Loan Agreement] 3964889.6 047899 CTR UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator of the Environmental Protection Agency By: Name: Lee M. Zeldin Title: Administrator [Signature Page to United City of Yorkville, Kendall County, Illinois — Yorkville WaterLink Project — WIFIA Loan Agreement] 3964889A 047899 CTR SCHEDULE I WIFIA LOAN SPECIFIC TERMS No. Item WIFIA Loan ,Specific Term PARTA. Key Borrower Metrics 1. Effective Date 2026. 2. Borrower United City of Yorkville, Kendall County, Illinois, a Legal Entity duly organized and existing under the laws of the State. 3. Legal Entity A non -home -rule municipality and political subdivision of the State. 4. State State of Illinois. 5. Borrower FEIN 36-6006169. 6. Borrower UEI E646HGMGZF83. 7, initial Borrower Fiscal Year The fiscal year of the Borrower commencing on May I of any given calendar year and ending on April 30 of the immediately succeeding calendar year. 8. Application Receipt Date October 18, 2024. 9. WIFIA CUSIP Number 987354 BLO, as the CUSIP number for the WIFIA Loan for purposes of monitoring through EMMA. 10. System The entire system now or hereafter owned, operated, used or maintained by the Borrower for the transmission, treatment, storage, and distribution of water, including: (a) any facility, plant, works, system, building, structure, improvement, machinery, equipment, fixture, or other real or personal property, relating to the collection, treatment, storage, and distribution of water that is owned, operated, or controlled by the Borrower, including without limitation, the Project, (b) any renewal, replacement, addition, modification or improvement to (a) above, and (c) all real or personal property and rights therein and appurtenances thereto necessary or useful or convenient for the effectiveness of the purposes of the Borrower in the transmission, treatment, storage, and distribution of water. 11. Revenues All income from whatever source derived from the System including (1) investment income; (ii) Schedule I-1 3964889.6 047899 CTR No. Item WIFIA Loan Specific Term connection, permit and inspection fees and the like; and (iii) penalties and delinquency charges; but expressly excluding (a) non -recurring income from the sale of property of the System; (b) governmental or other grants; (c) advances from or grants made to the Borrower; (d) capital development, reimbursement, or recovery charges and the like; and (e) annexation or pre - annexation charges insofar as designed by the City Council of the Borrower as paid for System connection or service; and as otherwise determined in accordance with generally accepted accounting principles for municipal enterprise funds. 12. Operation and Maintenance All expenses of operating, maintaining and routine repair Expenses of the System, including wages, salaries, costs of materials and supplies, power, fuel, insurance, purchase of water (including all payments by the Borrower pursuant to long term contracts for such services as and to the extent provided in such contracts); but excluding debt service, depreciation, or any reserve requirements; and otherwise determined in accordance with generally accepted accounting principles for municipal enterprise funds. 13. Trustee Not Applicable. 14. rTrustee Location Not Applicable. PART B. Key Project Metrics 15, Project The project is the Yorkville WaterLink Project, located at the Project Location, which consists of water supply regionalization and water system improvements that will enable the Borrower, in coordination with neighboring communities, to connect to a new source of water supply through the Commission and includes (a) the Borrower's cost share for the Commission transmission main construction; (b) water supply receiving station construction; (c) water main improvements, repair, and replacement; (d) water storage expansion; and (e) decommissioning of existing water treatment plants (collectively, the "Project"), as described in further detail in Part D of Schedule II (Project Details). 16. Project Location Northern Illinois. Schedule 1-2 3964989.6 047999 CTR No. Item WIFIA Loan Specific Term 17, Projected Substantial January 1, 2030, as such date may be adjusted in Completion Date accordance with Part C of Schedule V (Reporting Requirements). l8. Development Default Date December 31, 2031. 19, NEPA Determination [Finding of No Significant Impact][Categorical Exclusion][Record of Decision] for the Project issued by EPA on [ ], 20[J in accordance with NEPA. 20. Commission The DuPage Water Commission, a public corporation under Division 15 of Article 1 I of the Illinois Municipal Code, 65 ILCS 5/11-135-1 et seq. and a county water commission under the Water Commission Act of 1985, 70 ILCS 3720/0.01 et. seg., and its successors and assigns. 21. Commission Agreements All agreements by and between the Borrower and the Commission with respect to the System (including the Project). Commission Agreements include that certain Water Purchase and Sale Contract between the Commission and the Borrower dated October 17, 2024 and all intergovernmental agreements related to the Project between the Commission and the Borrower, including such intergovernmental agreements by and among the Commission, the Borrower, the Village of Montgomery, Illinois and the Village of Oswego, Illinois. PART C. Key Loan Metrics 22. Maximum Principal Amount Principal amount up to $170,000,000 (excluding interest that is capitalized in accordance with this Agreement). 23. WIFIA Interest Rate � ]% per annum. 24. Default Rate Interest rate equal to the sum of (a) the WIFIA Interest Rate plus (b) 200 basis points. 25. Interest Payment Date Each January 1 and July 1. 26. Capitalized Interest Period The period from (and including) the first Disbursement to (but excluding) the date that is six (6) months prior to Schedule 1-3 3964989.6 047899 CTR No. Item WIFIA Loan Specific Term [July 1, 2032], subject to earlier termination as set forth in Section 8(a)(iii) (Payment of WIFIA Debt Service). 27. Interest Only Period The period commencing from (and including) the Debt Service Payment Commencement Date and ending on July 1, 2034 (or on such earlier date as all amounts due or to become due to the WIFIA Lender hereunder have been irrevocably paid in full in cash). 28. Principal Payment Date Each January 1, beginning on January 1, [2035]. 29. Final Maturity Date The earliest of (a) January 1, 2065; (b) the date on which the maturity of the WIFIA Loan and corresponding WIFIA Bond have been accelerated or subject to mandatory redemption or prepayment (as the case may be) prior to the maturity thereof; and (c) the Principal Payment Date immediately preceding the date that is thirty-five (35) years following the Substantial Completion Date. 30. Reserved Not Applicable. PART D. Key Security Metrics 31. Lien priority Senior lien on the Pledged Revenues (at parity with the Liens thereon securing the other Parity Obligations and senior to the Liens thereon securing the Subordinate Obligations). The Lien on the Pledged Taxes shall be for the exclusive benefit of the WIFIA Lender (and any subsequent holder of the WIFIA Bond). 32. Springing lien Not Applicable. 33. Dedicated source of The Pledged Revenues and the Pledged Taxes. repayment for the WIFIA The "Pledged Revenues" are, collectively, (a) the Net Loan Revenues, (b) all collections of the "places for eating" sales taxes imposed and collected by the Borrower, the revenues from which are deposited into the Water Fund, and (c) certain moneys on deposit from time to time in the funds and accounts held within the Water Fund, as specified in the WIFIA Bond Ordinance and including Schedule 1-4 3964889.6 047899 CTR No. Item WIFIA Loan Specific Term all amounts deposited in or credited to the WIFIA Pledged Revenues Account. The "Pledged Taxes" are the ad valorem property taxes upon all taxable property in the United City of Yorkville, Kendall County, Illinois, without limitation as to rate or amount, as levied by the Borrower pursuant to the WIFIA Bond Ordinance and pledged by the Borrower under the WIFIA Bond Ordinance as security for the WIFIA Bond and including all amounts deposited in or credited to the WIFIA Bond Fund. 34. Pledged Collateral The WIFIA Loan (and corresponding WIFIA Bond) shall be secured by (a) the Borrower's pledge of its full faith and credit and taxing power pursuant to the WIFIA Bond Ordinance, (b) the Pledged Taxes and (c) the Pledged Revenues. 35. System Accounts The Water Fund, the WIFIA Pledged Revenues Account, the WIFIA Bond Fund and all other funds, accounts and subaccounts established by or maintained pursuant to the WIFIA Bond Ordinance. The "WIFIA Pledged Revenues Account" is the account established pursuant to Section [15] of the WIFIA Bond Ordinance for the purpose of receiving and disbursing Pledged Revenues from time to time for the payment of the WIFIA Bond. The "WIFIA Bond Fund" is the fund established pursuant to Section [17] of the WIFIA Bond Ordinance for the purpose of receiving and disbursing Pledged Taxes from time to time for the payment of the WIFIA Bond. 36. Water Fund Has the meaning ascribed to such term in Section I of the WIFIA Bond Ordinance. 37. WIFIA Debt Service Account The WIFIA Pledged Revenues Account and the WIFIA Bond Fund. 38. WIFIA Debt Service Reserve Not Applicable. Account 39. WIFIA Debt Service Reserve Not Applicable. Requirement Schedule 1-5 3964889.6 047899 CTR No. Item WIFIA Loan Specific Term 40. Revenue Covenant In addition to any applicable requirements of State law, the Borrower shall fix, charge and collect rates, fees and charges for the System during each Borrower Fiscal Year, which together with all "places for eating" sales taxes imposed, collected and deposited into the Water Fund during such Borrower Fiscal Year: (a) will be at least sufficient to yield Pledged Revenues (excluding Water Fund account balances, as described in clause (c) of the definition thereof) for such Borrower Fiscal Year equal to at least one hundred percent (100%) of the sum of (i) the aggregate debt service payable during such Borrower Fiscal Year with respect to all then Outstanding System Obligations (including the WIFIA Bond), (ii) the aggregate of all fund or account deposits required to be made from Net Revenues during such Borrower Fiscal Year by the terms of the Other Financing Documents, and (iii) the aggregate of all payments required to meet any other obligations of the Borrower that are charges or Liens upon, or that are otherwise payable from, the Net Revenues during such Borrower Fiscal Year; and (b) will be at least sufficient to yield Pledged Revenues (including Water Fund account balances, as described in clause (c) of the definition thereof) for such Borrower Fiscal Year equal to at least one hundred twenty five percent (125%) of the aggregate debt service payable on all then Outstanding Parity Obligations (including the WIFIA Bond). 41. Additional Bonds Test In addition to any applicable requirements of State law, the Borrower shall not issue or incur any Additional Parity Obligations unless the conditions in Section 15(a) (Indebtedness) are satisfied and the Borrower shall have demonstrated prior to the issuance or incurrence of such Additional Parity Obligations that, for each Borrower Fiscal Year during which the proposed Additional Parity Obligations are projected to be Outstanding, the Pledged Revenues will be at least equal to one hundred twenty five percent (125%) of the aggregate debt service payable on all Parity Obligations, including the proposed Additional Parity Obligations, and all Subordinate Obligations during each such Borrower Fiscal Year. Schedule I-6 3964889.E 047899 CTR No. Item WIFIA Loan Specific Term Any such demonstration shall be supported by reference to the most recent audited Financial Statements, which shall be for a Borrower Fiscal Year ending not earlier than eighteen (1 S) months previous to the time of issuance or incurrence of the proposed Additional Parity Obligations. If such audited Financial Statements do not adequately show such Pledged Revenues or if the audited Financial Statements show that such Pledged Revenues are insufficient, then the determination of sufficiency must be supported by the report of an independent accountant or feasibility analyst using economically reasonable assumptions. The Borrower shall not issue or incur any System Obligations other than Parity Obligations in accordance with the foregoing requirements unless the conditions in Section 15(a) (Indebtedness) are satisfied and such System Obligations are Additional Subordinate Obligations that are fully subordinated to the Parity Obligations in priority of payment (as to both principal and interest), voting and priority of security interest in the Pledged Revenues, including with respect to payment from revenues and reserves and payment upon default or acceleration of any such Additional Subordinate Obligations, 42. Flow of Funds The requirements and conditions set forth in Annex A (Flow of Funds) hereto. PART E. Other .Key WIFIA Loan Documents 43. WIFIA Bond The bond issued and delivered by the Borrower in substantially the form of Exhibit A (Form of WIFIA Bond). 44. WIFIA Bond Ordinance Ordinance No. 2026-01, adopted by the Borrower's City Council on January 13, 2026 authorizing the execution, delivery and performance by the Borrower of this Agreement and the WIFIA Bond, the levying of the Pledged Taxes and certain related actions by the Borrower in connection with the issuance of the WIFIA Loan. Schedule I-7 3964889.6 047899 CTR No. Item WIFIA Loan Specific Term 45. WIFIA Term Sheet WIFIA term sheet, dated as of the Effective Date, between the Borrower and the WIFIA Lender. 46. Reserved Not Applicable. PANT F. Fees 47. Servicing Set -Up Fee A servicing set-up fee equal to $19,610. 48. Construction Period Servicing An annual construction period servicing fee equal to Fee $19,610. 49. Initial Construction Period The initial Construction Period Servicing Fee in a pro - Servicing Fee rated amount equal to $1 1,430. 50. Operating Period Servicing An annual operating period servicing fee equal to Fee $9,810. PART G. Borrower Related Notices 51. Borrower notice details United City of Yorkville, Kendall County, Illinois 651 Prairie Pointe Drive Yorkville, Illinois 60560 Attention: Rob Fredrickson Email: rfredricksonpyorkviIle.il.us Schedule I-8 3964889.6 047899 CTR ANNEX A FLOW OF FUNDS The following requirements and conditions contained below constitute the Flow of Funds referenced in Part D of Schedule I to this Agreement. Capitalized terms used in this Annex A shall have the respective meanings assigned to such terms in the WIFIA Bond Ordinance, or otherwise in this Agreement. Schedule 1-9 3964989.6 047899 CTR SCHEDULE II PROJECT DETAILS PART A. Pr`Oiect BudlZet. SOURCES OF FUNDS AMOUNT ($ USD) PERCENTAGE (%) WIFIA Loan $151,007,318 67.1% Revenue Bonds $25,444,201 11.3% SRF Loans $29,286,668 13.0% Borrower Cash $269,131 0.1 % Previously Incurred Costs $18,992,682 8.4% Total Sources of Funds $225,000,000 100% USES OF FUNDS AMOUNT ($ USD) PERCENTAGE (%) Construction $173,712,473 77.2% Design $11,607,664 5.2% Planning $7,280,000 3.2% Land Acquisition $349,145 0.2% WIFIA Program Contingency $31,750,718 14.1% Financing Costs $300,000 0.1% Total Uses of Funds $225,000,000 100% Total Eligible Project Costs $225,000,000 100% Total Project Costs $225,000,000 100% Percentages may not sum to 100% due to rounding. PART B. Construction Schedule. Projected Substantial Completion Date: January 1, 2030. PROJECT ELEMENT DESIGN CONSTRUCTION CONSTRUCTION COMPLETION START END LM07: DuPage Water Commission Transmission 11/30/2025 12/1/2025 12/31/2028 Main LM09: North Receiving 3/31/2025 8/l/2025 12/1/2027 Station LM10: Northwest Elevated 3/31/2025 8/1/2025 12/1/2027 Water Storage Tank LM11: South Receiving 5/31/2025 9/l/2025 12/l/2027 Station LM12: South Receiving 4/30/2025 8/l/2025 12/1/2027 Station Standpipe Schedule I1-1 3964889.6 047899 CTP LM13: Rte 126 Water Main 11/30/2025 12/1/2025 10/1/2026 Ian proveEnents LM16: Water Treatment 4/30/2028 5/1/2028 1/1/2030 Plant Decommissioning WM08: 2024 Water Main 3/31 /2024 4/ 1 /2024 6/30/2025 Replacement A/B WM09: 2025 Water Main 2/28/2025 3/1/2025 6/30/2026 Replacement WM 10: 2026 Water Main 2/28/2026 3/ 1 /2026 6/30/2027 Replacement WM1 l: 2027 Water Main 2/28/2027 3/1/2027 6/30/2028 Replacement WM12:2028 Water Main 2/28/2028 3/l/2028 6/30/2029 Replacement Schedule II-2 3964889.E 047899 CTR PART C. Existing -Construction. Contracts. Contract Name Effective Amount Parties Description Date 2024 Water 3/26/2024 $2,062,156.31 Conley WM08 Main Excavating/City Replacement Program - A 2024 Water 1/24/2024 $2,573,812.40 Winninger WM08 Main Excavating/City Replacement Program - B 2025 Water 2/25/2025 $4,775,774.55 Winninger WM09 Main Excavating/City Replacement Program South Receiving 10/28/2025 $6,875,000.00 Whittaker LMII Station Construction/City IL Route 126 11/25/2025 $2,559,902.21 Austin Tyler LM13 Water Main Construction/City Improvements South Receiving 6/24/2025 $6,035,736.70 CB&I Storage LM12 Station Solutions/City Standpipe North Receiving 4/22/2025 $6,786,500.00 Whittaker LM09 Station Construction/City Northwest 4/22/2025 $9,998,339.60 CB&I Storage LM10 Elevated Water Solutions/City Storage Tank DWC Water 9/18/2025 $48,301,059.73 DuPage Water LM07 — Contract Transmission Commission/D TW-6/25 Section 1 Main Construction & (Book Road) Benchmark Construction DWC Water 11/11/2025 $12,356,369.00 DuPage Water LM07 — Contract Transmission Commission/Airy's TW-6/25 Section Main Inc. 2A DWC Water 11/11/2025 $10,367,460.00 DuPage Water LM07 — Contract Transmission Commission/Airy's TW-6/25 Section Main Inc. 2B Schedule II-3 3964889.6 047899 CTR PART D. Project Description. The project is the Yorkville WaterLink Project, located in northern Illinois, and consists of water supply regionalization and water system improvements that will enable the Borrower, in coordination with neighboring communities, to connect to a new source of water supply through the Commission. The project includes the subprojects set forth in the following table: Subprojects Description LMOT DuPage Water Yorkville's cost share for the transmission mains from DuPage Commission Water Commission to two connection points on Yorkville's system. Transmission Main Includes two metering stations, one at each Yorkville connection point. LM09: North Receiving First of two receiving stations required to connect to and receive Station supply from DuPage Water Commission. Project may include a delivery and booster pump station, associated piping and valves, electrical and SCADA upgrades, a generator, and a new altitude valve for Northeast elevated water storage tank. LM10: Northwest An elevated water storage tank with an approximate capacity of two Elevated Water Storage (2) million gallons. Project may also include a mixing system, yard Tank piping and site work, SCADA implementation, electrical service, landscaping and security fencing. LMI 1: South Receiving Second of two receiving stations required to connect and receive Station supply from DuPage Water Commission. Project may include a delivery and booster pump station, associated piping and valves, electrical and SCADA upgrades, a generator, and security fencing. LM12: South Receiving A standpipe located at the proposed South Receiving Station with Station Standpipe an approximate capacity of one (1) to two (2) million gallons. Project may include mixing system, yard piping and site work, SCADA implementation, electrical service, landscaping and security fencing. LM13. Rt 126 Water Water main improvement to connect the South Receiving Station, Main Improvements South Pressure Zone, and South Central Pressure Zone. LM16: Water Treatment Decommissioning of existing water treatment plants. Plant Decommissioning WM08: 2024 Water Multi -year, systematic replacement of existing, older or broken Main Replacement; water mains to help Yorkville achieve a reduction in water loss. WM09: 2025 Water Main Replacement; W M 10: 2026 Water Main Replacement; WMI 1: 2027 Water Main Replacement; WM12: 2028 Water Main Replacement Schedule It-4 3964889.6 047899 CTR SCHEDULE III BORROWER DISCLOSURES PART A. Existing Indebtedness. 1. ExistinE Paritv Oblivations Agreement/Series Outstanding Principal as of Effective Date 1. General Obligation Bonds (Alternate Revenue Source), Series 2023A, of the Borrower (authorized by Ordinance No. 2023- $9,670,000 24, adopted by the Borrower's City Council on July 11, 2023) 2. General Obligation Bonds (Alternate Revenue Source), Series 2025A, of the Borrower (authorized by Ordinance No. 2024- $25,000,0000 76, adopted by the Borrower's City Council on December 10, 2024) 3. 4. Existinu Subordinate Obligations Agreement/Series Outstanding Principal as of Effective Date 1. Loan agreement, dated July 18, 2025, between the Borrower and the Illinois Environmental Protection Agency (the $1,531,085 "IEPA"), maturinE on November 14, 2055 2. Loan agreement, dated July 2, 2025, between the Borrower and $0 the ]EPA, maturing on March 30, 2057 3. 4. 5. Schedule 111-1 3964889.6 047999 CTR PART B. Litigation Disclosure. None No. Parties Date Initiated Description / Status Venue PART C. Environmental Matter Disclosure. None Schedule III-2 3964899.6 047899 CTR SCHEDULE IV REQUISITION PROCEDURES This Schedule IV sets out the procedures which the Borrower agrees to follow in subtnitting Requisitions for any Disbursement of the WIFIA Loan. The Borrower expressly agrees to the terms hereof, and further agrees that (i) the rights of the WIFIA Lender contained herein are in addition to (and not in lieu of) any other rights or remedies available to the WIFIA Lender under the WIFIA Loan Documents, and (ii) nothing contained herein shall be construed to limit the rights of the WIFIA Lender to take actions including administrative enforcement action and actions for breach of contract against the Borrower if it fails to carry out its obligations under this Agreement during the term hereof. PART A. General Requirements. (a) Manner of Request: All requests by the Borrower for a Disbursement shall be made in writing by electronic submission to the WIFIA Lender, in accordance with Section 31 (Notices) of this Agreement. (b) Required Documentation: Any request by the Borrower should include the submission of. (i) a Requisition, in the form attached as Exhibit D (Form of Requisition), completed and executed by the Borrower's Authorized Representative, and otherwise in form and substance satisfactory to the WIFIA lender; and (ii) all Eligible Project Costs Documentation that has not otherwise been provided to the WIFIA Lender in accordance with Part C of Schedule V (Reporting Requirements) of this Agreement. (c) Timing: Any request for a Disbursement must be received by the WIFIA Lender and the Servicer (if any) at or before 5:00 P.M. (Eastern Time) on either: (i) the First (1ST) Business Day of a calendar month in order to obtain the requested Disbursement by the fifteenth (15`) day of such calendar month; or (i i) the fifteenth (151") day of a calendar month, in order to obtain the requested Disbursement by the first (l') day of the immediately following calendar month; provided, that, (x) if any such day is not a Business Day, the Disbursement request or payment (as the case may be) shall be made by the next succeeding Business Day; (y) the Borrower shall not request to receive more than one (1) Disbursement per month or every thirty (30) days (whichever is longer); and (z) no Disbursements shall be made after the Final Disbursement Date. Schedule[V-1 3964899.6 047999 CTR PART B. WIFIA Lender Review Process. (a) The WIFIA Lender shall review the Requisition and the Eligible Project Costs Documentation for compliance with WIFIA Disbursement requirements. (b) If a Requisition is approved by the WIFIA Lender, the WIFIA Lender will notify the Borrower of such approval and of the amount so approved. A Requisition containing an apparent mathematical error will be corrected by the WIFIA Lender, after telephonic or email notification to the Borrower, and will thereafter be treated as if submitted in the corrected amount. If the amount requested for Disbursement in the Requisition exceeds the available balance of the WIFIA Loan proceeds remaining to be disbursed, the Disbursement request will be treated as if submitted in the amount of the balance so remaining, and the WIFIA Lender will so notify the Borrower. (c) The WIFIA Lender shall be entitled to withhold approval (in whole or in part) of any pending or subsequent requests for the Disbursement of WIFIA Loan proceeds if: (i) a Default or an Event of Default shall have occurred and be continuing or (ii) the Borrower (1) knowingly takes any action, or omits to take any action, amounting to fraud or violation of any applicable law, in connection with the transactions contemplated hereby; (2) prevents or materially impairs the ability of the WIFIA Lender to monitor compliance by the Borrower with applicable law pertaining to the Project or with the terms and conditions of this Agreement; (3) fails to observe or comply with any applicable law, or any term or condition of this Agreement; (4) fails to satisfy the conditions set forth in Section 4 (Disbursement Conditions) and Section 1 I (b) (Conditions Precedent to Disbursements) of this Agreement; or (5) fails to deliver Eligible Project Costs Documentation satisfactory to the WIFIA Lender at the times and in the manner specified by this Agreement; provided, that in such case of sub -clause (5) above, the WIFIA Lender may, in its sole discretion, partially approve a Requisition in respect of any amounts for which adequate Eligible Project Costs Documentation has been provided and may, in its sole discretion, disburse in respect Of such properly documented amounts. The WIFIA Lender will notify the Borrower of any withholding, and the reasons therefor. (d) A Requisition may be rejected in whole or in part by the WIFIA Lender if it is: (i) submitted without signature; (ii) submitted under signature of a Person other than a Borrower's Authorized Representative; (iii) submitted after prior Disbursement of all proceeds of the WIFIA Loan; or (iv) submitted without adequate Eligible Project Costs Documentation. The WIFIA Lender will notify the Borrower of any Requisition so rejected, and the reasons therefor. Any Requisition rejected for the reasons specified under this paragraph (d) must be resubmitted in proper form in order to be considered for approval. Schedule IV-2 3964889.6 047899 CTR SCHEDULE V REPORTING REQUIREMENTS PART A. Updated Financial Model/Plan. The Borrower shall provide to the WIFIA Lender, not later than two hundred ten (210) days after the end of each Borrower Fiscal Year, an Updated Financial Model/Plan. The Updated Financial Model/Plan shall reflect the Borrower's reasonable expectations, using assumptions that the Borrower believes to be reasonable, and include: (a) the Borrower's capital improvement plan, major maintenance plan, projected rates and charges, projected debt outstanding and annual debt service, projected Revenues and projected Operation and Maintenance Expenses for a reasonable projection period consistent with the Borrower's operating and financial planning and demonstrating that the Borrower has developed and identified adequate revenues to implement a plan for operating, maintaining, and repairing the Project; (b) evidence of compliance with the Revenue Covenant for the most recent Borrower Fiscal Year for which the Borrower's Financial Statements are available and the projected debt service coverage ratios (including projected Revenue Covenant coverages) through the Forecast Period; and (c) a written narrative identifying any material changes to the underlying assumptions from the previous Updated Financial Model/Plan. PART B. Annual Financial Statements. The Borrower shall deliver to the WIFIA Lender, as soon as available, but no later than one hundred eighty (180) days after the end of each Borrower Fiscal Year, a copy of the audited income statement and balance sheet of the Borrower as of the end of such Borrower Fiscal Year and the related audited statements of operations and of cash flow of the Borrower for such Borrower Fiscal Year, (a) setting forth in each case in comparative form the figures for the previous fiscal year, (b) certified without qualification or exception, or qualification as to the scope of the audit, by an independent public accounting firm selected by the Borrower and (c) which shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except, with respect to the annual financial statements, for changes approved or required by the independent public accountants certifying such statements and disclosed therein); provided, that the failure of the Borrower to deliver to the WIFIA Lender the annual audited financial statements required under this paragraph within such 180-day period shall not constitute a Default or an Event of Default so long as the Borrower delivers such financial statements within thirty (30) days after the end of such period. PART C. Construction Monitoring. (a) The WIFIA Lender shall have the right in its sole discretion to monitor (or direct its agents to monitor) the development of the Project, including environmental compliance, design, and construction of the Project. The Borrower shall be responsible for administering construction oversight of the Project in accordance with applicable federal, state and local Schedule V-I 3964889.6 047899 CTR govcrnmental requirements. The Borrower agrees to cooperate in good faith with the WIFIA Lender in the conduct of such monitoring by promptly providing the WIFIA Lender with such reports, documentation or other information as shall be requested by the WIFIA Lender or its agents, including any independent engineer reports, documentation or information. (b) Construction Monitoring Report. During the period beginning from the first quarter following bid advertisement of the first Construction Contract for the Project, through and until Substantial Completion of the Project, the Borrower shall furnish to the WIFIA Lender, on a quarterly basis, the Construction Monitoring Report. The report shall be delivered to the WIFIA Lender within thirty (30) days of the end of each such quarter (or if such day is not a Business Day, on the next following Business Day). If the then -current projection for the Substantial Completion Date is a date different than the Projected Substantial Completion Date, the Borrower shall provide in the Construction Monitoring Report a description in reasonable detail to the reasonable satisfaction of the WIFIA Lender of the reasons for such projected delay or difference. The Projected Substantial Completion Date shall automatically be adjusted to the new date specified by the Borrower in the Construction Monitoring Report unless the WIFIA Lender objects to the adjustment in writing to the Borrower within sixty (60) days following receipt of such Construction Monitoring Report on the basis that such report does not demonstrate the matters specified in this paragraph. (c) Quarterly Certification of Eligible Project Costs. If requested by the WIFIA Lender, on a basis not more frequently than quarterly, the Borrower shall submit to the WIFIA Lender, concurrently with the delivery of the Construction Monitoring Report, a certificate, in the form of Exhibit E (Form of Certification of Eligible Project Costs Documentation), signed by the Borrower's Authorized Representative, and attaching Eligible Project Costs Documentation as applicable. If there are no applicable Eligible Project Costs for such quarter, the Borrower may notify the WIFIA Lender by written confirmation of the same by email in accordance with Section 31 (Notices) of the WIFIA Loan Agreement. Within sixty (60) days following the receipt of such certificate and accompanying Eligible Project Costs Documentation (if applicable), the WIFIA Lender shall notify the Borrower confirming (i) which Eligible Project Costs incurred by the Borrower set forth in the certification have been approved or denied (and, if denied, the reasons therefor) and (ii) the cumulative amount of Eligible Project Costs that have been approved as of the date of such notice. Any such approved amounts of Eligible Project Costs shall then be deemed to be available for Disbursement at such time as the Borrower submits a Requisition in respect of such approved amounts in accordance with Section 4 (Disbursement Conditions). (d) Final Specifications. The Borrower shall deliver to the WIFIA Lender, prior to bid advertisement for the Project (including each sub -project or component, if applicable), a copy of the final specifications relating to the development and construction of the Project (or such sub -project or component, as the case may be), demonstrating compliance with all applicable federal requirements and including a summary of the scope of work thereunder. PART D. Public Benefits Report. The Borrower shall deliver to the WIFIA Lender the Public Benefits Report (a) no later than thirty (30) days prior to the Effective Date, (b) within ninety (90) days following the Substantial Completion Date and (c) within ninety (90) days following the fifth (5`h) anniversary of the Schedule V-2 3964989.6 047899 CTR Substantial Completion Date. The Borrower agrees that information described in the Public Benefits Report may be made publicly available by the WIFIA Lender at its discretion. PART E. Notices. (a) The Borrower shall, within fifteen (15) days (or such other time as may be specified below) after the Borrower learns of the occurrence, give the WIFIA Lender notice of any of the following events or receipt of any of the following notices, as applicable, setting forth details of such event: G) Substantial Completion: the occurrence of Substantial Completion, such notice to be provided in the form set forth in Exhibit G (Farm of Certificate of Substantial Completion); (iii) Defaults; Events of Default: any Default or Event of Default; (iv) Litigation: (1) the filing of any litigation, suit or action, or the commencement of any proceeding, against the Borrower before any arbitrator, Governmental Authority, alternative dispute resolution body, or other neutral third party, that could reasonably be expected to have a Material Adverse Effect, and (2) any final, non -appealable judgment related to the Pledged Collateral that could reasonably be expected to result in the impairment of (A) the Borrower's ability to comply with any of its payment obligations under the WIFIA Bond or this Agreement or (B) the existence, priority or perfection (if applicable) of the WIFIA Lender's security interest in the Pledged Collateral; (v) Delayed Governmental Approvals: any failure to receive or delay in receiving any Governmental Approval or making any required filing, notice, recordation or other demonstration to or with a Governmental Authority, in each case to the extent such failure or delay will or could reasonably be expected to result in a delay to any major milestone date (including the Projected Substantial Completion Date) set forth in the Construction Schedule, together with a written explanation of the reasons for such failure or delay and the Borrower's plans to remedy or mitigate the effects of such failure or delay; (vi) Environmental Notices: any material notice of violation related to the Project or any material change to the Project that could reasonably be expected to affect the NEPA Determination; (vii) Amendments: except as otherwise agreed by the WIFIA Lender in writing, copies of any fully executed amendments, modifications, replacements or supplements to any Related Document or Commission Agreement; provided, that such notice may be accomplished through the posting of the relevant documents on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement; (viii) Related Document Defaults: any material breach or default or event of default on the part of the Borrower or any other party under any Related Document or Commission Agreement; provided, that such notice may be accomplished through the Schedule V-3 3964989.6 047899 CTR posting of the relevant documents on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement; (ix) Uncontrollable Force: the occurrence of any Uncontrollable Force that could reasonably be expected to materially and adversely affect the Project; (x) Ratings Changes: any change in the rating assigned to the WIFIA Loan or any other System Obligations, in each case by any Nationally Recognized Rating Agency that has provided a public rating on such indebtedness, and any notices, reports or other written materials (other than those that are ministerial in nature) received from any such rating agencies; provided, that such notice may be accomplished through the posting of the relevant documents on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement; (xi) 2 C.F.R. § 180.350 Notices: any notification required pursuant to 2 C.F.R. § 180.350, whether attributable to a failure by the Borrower to disclose information previously required to have been disclosed or due to the Borrower or any of its principals meeting any of the criteria set forth in 2 C.F.R. § 180.335; (xii) Issuance of System Obligations: copies of any final issuing instrument (together with any continuing disclosure documents, ordinances, official statement, certifications or cash flow projections in connection therewith), prepared in connection with the incurrence of any Permitted Debt (including any Additional System Obligations), together with a confirmation by the Borrower that such additional indebtedness satisfies the applicable requirements under the definition of "Permitted Debt"; provided, that such notice may be accomplished through the posting of the relevant documents on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement; (xiii) Postings on EMMA: the posting of any document on EMMA in accordance with the requirements of any continuing disclosure agreement or similar document with respect to any Outstanding System Obligations relating to annual financial information and operating data and the reporting of significant events; provided, that such notice may be accomplished through the posting of the relevant document on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement; (xiv) SAM / UEI: any change in the Borrower's SAM registration status (including any exclusions, expiration or inactive registration) or UEI (including any expiration or change in effectiveness); provided, that such notice may be accomplished through the posting of the relevant document on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement; (xv) Reorganization, Consolidation or Merger: the occurrence of any reorganization, consolidation, or merger, together with the agreements and documents authorizing the reorganization, consolidation or merger; and Schedule V-4 3964889.E 047999 CTR (xvi) Fiscal Year: any change to or adoption of any fiscal year other than the Initial Borrower Fiscal Year; provided, that such notice may be accomplished through the posting of the relevant document on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement; and (xvii) Other Adverse Events: the occurrence of any other event or condition, including without limitation any notice of breach from a contract counterparty or any holder of any System Obligations, that could reasonably be expected to result in a Material Adverse Effect. (b) The Borrower shall, at any time while the WIFIA Loan remains Outstanding, promptly deliver to the WIFIA Lender such additional information regarding the business, financial, legal or organizational affairs of the Borrower or regarding the System, the Project or the System Revenues as the WIFIA Lender may from time to time reasonably request. The Borrower agrees that the delivery of any documents or information under and pursuant to this Agreement shall not be construed as compliance with, or affect in any manner, any obligations of the Borrower under any other contracts, agreements, decrees, Governmental Approvals, or other documents with EPA (other than the WIFIA Loan Documents) or the Federal Government. Schedule V-5 3964889.6 047999 CTR SCHEDULE VI WIFIA LOAN AMORTIZATION SCHEDULE' [To be attached with final interest rate on the Effective Date] ' WIFIA Underwriter to work with Borrower to provide an initial amortization schedule that is shared with the transaction team prior to closing. The final schedule will be finalized on the day of closing to account for the final interest rate. Schedule VI -I 3964889.6 047899 CTR EXHIBIT A FORM OF WIFIA BOND UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF KENDALL UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS GENERAL OBLIGATION BOND (ALTERNATE REVENUE SOURCE), SERIES 2026A YORKVILLE WATERLINK PROJECT (WIFIA ID — N22149IL) WIFIA BOND Interest Rate Final Maturity Date Dated Date (_]%, subject to the January 1, 2065, L-] Default Rate (as subject to adjustment defined and in as set forth in the accordance with the WIFIA Loan WIFIA Loan Agreement Agreement) WIFIA CUSIP 987354 BLO Registered Owner UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator of the Environmental Protection Agency Maximum Principal $170,000,000 (excluding capitalized interest) Amount KNOW ALL PERSONS BY THESE PRESENTS, that the UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, a municipality and political subdivision of the State of Illinois created in accordance with and validly existing under the Constitution and laws thereof (the "Borrower"), hereby acknowledges itself to owe and for value received promises to pay to the order of the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator of the United States Environmental Protection Agency, or its assigns (the "WIFIA Lender"), the lesser of (x) the Maximum Principal Amount set forth above and (y) the aggregate unpaid principal amount of all Disbursements made by the WIFIA Lender (such lesser amount, together with any interest that is capitalized and added to principal in accordance with the provisions of the WIFIA Loan Agreement (as defined below), being hereinafter referred to as the "Outstanding Principal Sum"), together with accrued and unpaid Exhibit A-1 3964899.6 047899 CTR interest (including, if applicable, interest at the Default Rate, as defined in the WIFIA Loan Agreement) on the Outstanding Principal Sum and all fees, costs and other amounts payable in connection therewith, all as more fully described in that certain WIFIA Loan Agreement, dated as of the date hereof, between the WIFIA Lender and the Borrower (the "WIFIA Loan Agreement"). All capitalized terms used in this WIFIA Bond and not defined herein shall have the meanings set forth in the WIFIA Loan Agreement. The WIFIA Debt Service hereof shall be payable in the amounts, manner and on the Payment Dates as set forth in the WIFIA Loan Amortization Schedule in accordance with the WIFIA Loan Agreement (which WIFIA Loan Amortization Schedule may be revised from time to time in accordance with the WIFIA Loan Agreement and which WIFIA Loan Amortization Schedule, as modified from time to time in accordance with the terms of the WIF[A Loan Agreement, is incorporated in and is a part of this WIFIA Bond), until paid in full. The WIFIA Lender is hereby authorized to modify the WIFIA Loan Amortization Schedule from time to time to reflect the amount of each Disbursement made thereunder and the date and amount of principal or interest paid by the Borrower thereunder and otherwise in accordance with the terms of the WIFIA Loan Agreement Absent manifest error, the WIFIA Lender's determination of such matters as set forth on the WIFIA Loan Amortization Schedule to the WIFIA Loan Agreement shall be conclusive evidence thereof, provided, however, that neither the failure to make any such recordation nor any error in such recordation shall affect in any manner the Borrower's obligations hereunder or under any other WIFIA Loan Document. Payments hereon are to be made in accordance with Section 8(b) (Manner of Payment) and Section 31 (Notices) of the WIFIA Loan Agreement as the same become due. Principal of and interest on this WIFIA Bond shall be made in Dollars and in immediately available funds (without counterclaim, offset or deduction). Any payment in respect of this WIFIA Bond shall be treated as a payment in respect of the WIFIA Loan and any prepayment of principal in respect of the WIFIA Loan shall be treated as a redemption in respect of this WIFIA Bond. If the Final Maturity Date is adjusted in accordance with the WIFIA Loan Agreement, the due date of this WIFIA Bond shall be deemed to be amended to change the due date to such revised Final Maturity Date without any further action required on the part of the Borrower or the WIFIA Lender and such amendment shall in no way amend, modify or affect the other provisions of this WIFIA Bond without the prior written agreement of the WIFIA Lender. Any such amendment shall be reflected in a revised WIFIA Loan Amortization Schedule. This WIFIA Bond has been executed under and pursuant to the WIFIA Loan Documents and is issued pursuant to the WIFIA Bond Ordinance to evidence the obligation of the Borrower under the WIFIA Loan Documents to repay the loan made by the WIFIA Lender and any other payments of any kind required to be paid by the Borrower under the WIFIA Loan Agreement or the other WIFIA Loan Documents referred to therein. Reference is made to the WIFIA Loan Agreement for all details relating to the Borrower's obligations hereunder. This WIFIA Bond is issued pursuant to Section 15 of the Debt Reform Act and the Illinois Municipal Code, as amended (the "Municipal Code") and all laws amendatory thereof or supplementary thereto. This WIFIA Bond is issued pursuant to the Debt Reform Act for the purpose of providing for the enhancement of the System through the Project. This WIFIA Bond Exhibit A-2 3964889.6 047899 CTR is a general obligation Alternate Bond payable from the Pledged Revenues and the Pledged Taxes, all in accordance with the Debt Reform Act and the Municipal Code. Payment of the obligations of the Borrower under this WIFIA Bond is secured by Liens on the Pledged Collateral pursuant to the WIFIA Loan Documents. This WIFIA Bond is a Parity Obligation entitled to all of the benefits of a Parity Obligation under the WIFIA Loan Documents and all other Parity Obligation Documents. The Lien on the Pledged Revenues securing this WIFIA Bond is and shall be (a) on a parity in right of payment and right of security to the Liens on the Pledged Revenues in favor of all other Parity Obligations and (b) senior in right of payment and right of security to any Lien on the Pledged Revenues in favor of any Subordinate Obligations. The Pledged Taxes shall be used only for the purpose of paying principal of and interest on this WIFIA Bond. The Borrower's full faith and credit and taxing power are irrevocably pledged hereunder for the payment of this WIFIA Bond. The Borrower shall levy, extend and collect the Pledged Taxes for the payment of this WIFIA Bond, subject only to the Borrower's right to abate the levy of the Pledged Taxes to the extent of the funding of the Water Fund from the Pledged Revenues for the payment of WIFIA Debt Service, as further described in the WIFIA Loan Documents. This WIFIA Bond is issued for a lawful corporate purpose. This WIFIA Bond does not and will not constitute an indebtedness of the Borrower within the meaning of any constitutional provision or limitation, unless the Pledged Taxes shall be extended pursuant to the general obligation, full faith and credit promise supporting this WIFIA Bond, in which case the amount of this WIFIA Bond then outstanding shall be included in the computation of indebtedness of the Borrower for purposes of all statutory provisions or limitations until such time as an audit of the Borrower shall show that this WIFIA Bond shall have been paid frorn the Pledged Revenues for a complete fiscal year, in accordance with the Debt Reform Act. This WIFIA Bond may be prepaid at the option of the Borrower, without penalty or premium, (i) in full on any date on or after the Final Disbursement Date or (ii) in part on any Payment Date on or after the Final Disbursement Date (and, if in part, the amounts thereof to be prepaid are to be determined by the Borrower; provided, such prepayments shall be in principal amounts of at least $500,000 or any integral multiple of $1.00 in excess thereof), in each case from time to time but not more than once annually in accordance with the WIFIA Loan Agreement. Any delay on the part of the WIFIA Lender in exercising any right hereunder shall not operate as a waiver of any such right, and any waiver granted with respect to one default shall not operate as a waiver in the event of any subsequent default. All acts, conditions and things required by the Constitution and laws of the State to happen, exist, be done, or be performed precedent to and in the issuance of this WIFIA Bond have happened, exist, have been done and have been performed in regular and due form and time as required. This WIFIA Bond is issued with the intent that the federal laws of the United States of America shall govern its construction to the extent such federal laws are applicable and the internal laws of the State shall govern its construction to the extent such federal laws are not applicable. Exhibit A-3 3964989-6 047999 CTR Provision has been made for the collection of the Pledged Revenues, the levy and collection of the Pledged Taxes, and the segregation of the Pledged Collateral to pay the interest hereon as it falls due and also to pay and discharge the principal hereof as it falls due. The Borrower hereby covenants and agrees that it will properly account for said Pledged Collateral and will comply with all the covenants of and maintain the funds and accounts as provided by the WIFIA Loan Documents and, as applicable, the other Parity Obligation Documents. This WIFIA Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually by the City Treasurer (the "Authenticating Agent") as the authenticating agent of the Borrower for this issue. [Signature pagefollows.] Exhibit A-4 3964889.6 047899 CTR IN WITNESS WHEREOF, the UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS has caused this WIFIA Bond to be executed in its name and attested by its duly authorized officer and has caused its seal to be affixed hereto or printed hereon, all as of the Dated Date set forth above. (SEAL) ATTEST: By:_ Name: Title: UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS by its authorized representative By: Name: Title: [Signature Page to WIFIA Bonc 1 Exhibit A-5 3964899.6 047899 CTR CERTIFICATE OF AUTHENTICATION This WIFIA Bond is the WIFIA Bond described in the within -mentioned WIFIA Bond Ordinance. Dated as of the Dated Date set forth above. TREASURER OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS City Treasurer Exhibit A-6 3964889.6 047899 CTR (FORM OF ASSIGNMENT) FOR VALUE RECEIVED, the undersigned hereby unconditionally sells, assigns and transfers unto (Please Insert Social Security or other iclentij�ing number of Assignee(s)): the within WIFIA Bond and all rights thereunder and does hereby irrevocably constitute and appoint attorney to transfer the said WIFIA Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within WIFIA Bond in every particular, without alteration or enlargement or any change whatever. Exhibit A-7 3964889.6 047899 CTR EXHIBIT B FORM OF CLOSING CERTIFICATE Reference is made to that certain WIFIA Loan Agreement, dated as of [ _ ], 2026 (the "WIFIA Loan Agreement"), by and among the United City of Yorkville, Kendall County, Illinois (the "Borrower") and the United States Environmental Protection Agency, acting by and through the Administrator (the "WIFIA Lender"). Capitalized terms used in this certificate and not defined shall have the respective meanings ascribed to such terms in the WIFIA Loan Agreement. In connection with Section I I(a) (Conditions Precedent to Effectiveness) of the WIFIA Loan Agreement, the undersigned, as the Borrower's Authorized Representative, does hereby certify on behalf of the Borrower and not in his/her personal capacity, as of the date hereof: (a) pursuant to Section I I (a)(v) of the WIFIA Loan Agreement, attached hereto as Annex A is an incumbency certificate that lists persons, together with their positions and specimen signatures, who are duly authorized by the Borrower to execute the WIFIA Loan Documents to which the Borrower is or will be a party, and who have been appointed as a Borrower's Authorized Representative in accordance with Section 21 (Borrower's Awhorized Represent(itive) of the WIFIA Loan Agreement; (b) pursuant to Section I l(a)(ii) of the WIFIA Loan Agreement, the Borrower has delivered to the WIFIA Lender copies of (i) the Parity Obligation Documents with respect to the Existing Parity Obligations, and (ii) any Other Financing Document with respect to which all or a portion of the proceeds are or will be applied to fund all or any portion of Total Project Costs, in each case that has been entered into on or prior to the Effective Date, and each such document is complete, fully executed, and in full force and effect, and all conditions contained in the Related Documents that are necessary to the closing of the WIFIA transaction contemplated hereby (if any) have been fulfilled; (c) pursuant to Section I I(a)(v)(A) of the WIFIA Loan Agreement, (i) the Maximum Principal Amount, together with the amount of any other credit assistance provided under the Act to the Borrower, does not exceed eighty percent (80%) of reasonably anticipated Eligible Project Costs; (ii) the aggregate amount of Eligible Project Costs previously incurred prior to the Effective Date does not exceed twenty percent (20%) of Eligible Project Costs; and (iii) the total federal assistance provided to the Project, including the Maximum Principal Amount, does not exceed eighty percent (80%) of Total Project Costs; (d) pursuant to Section I I (a)(v)(B) of the WIFIA Loan Agreement, the Borrower is in compliance with NEPA and any applicable federal, state or local environmental review and approval requirements with respect to the Project; (e) pursuant to Section I I (a)(v)(C) of the WIFIA Loan Agreement, the Borrower has (i) obtained a FEIN, as evidenced by the Borrower's W-9 which is included in the Exhibit B-1 3964889.6 047899 CTR closing transcripts for the WIFIA Loan, and a UEI, in each case as set forth on Part A of Schedule I (WIFL4 Loan Specific Terms) to the WIFIA Loan Agreement, and (ii) registered with SAM and obtained confirmation of active SAM registration status, which confirmation is included in the closing transcripts for the WIFIA Loan; {f) pursuant to Section I I(a)(v)(D) of the WIFIA Loan Agreement, the Borrower has obtained the WIFIA CUSIP Number, as set forth on Part A of Schedule I (WIFIA Loan Specific Terms) to the WIFIA Loan Agreement, and which confirmation is included in the closing transcripts for the WIFIA Loan; (g) pursuant to Section I I(a)(v)(E) of the WIFIA Loan Agreement, the representations and warranties of the Borrower set forth in the WIFIA Loan Agreement and in each other WIFIA Loan Document to which the Borrower is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date; (h) pursuant to Section lI(a)(v)(F) of the WIFIA Loan Agreement, no Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred or arisen since the date of the Application; and (i) pursuant to Section I I (a)(vi) of the WIFIA Loan Agreement, the rating letter delivered to the WIFIA Lender pursuant to such Section I I (a)(vi) has not been reduced, withdrawn or suspended as of the Effective Date. [Signature page follows.) Exhibit B-2 3964889.6 047899 CTR IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first mentioned above. UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, by its authorized representative Name: Title: Exhibit B-3 3964889.6 047899 CTR ANNEX A The undersigned certifies that he/she is the City Clerk of the United City of Yorkville, Kendall County, Illinois, a non -home -rule municipality and political subdivision of the State of Illinois (the "Borrower"), and as such he/she is authorized to execute this certificate and further certifies that the following persons have been elected or appointed, are qualified, and are now acting as officers or authorized persons of the Borrower in the capacity or capacities indicated below, and that the signatures set forth opposite their respective names are their true and genuine signatures. He/She further certifies that any of the officers listed below is authorized to sign agreements and give written instructions with regard to any matters pertaining to the WIFIA Loan Documents as the Borrower's Authorized Representative (each as defined in that certain WIFIA Loan Agreement, dated as of the date hereof, between the Borrower and the United States Environmental Protection Agency, acting by and through the Administrator): Name Title Signature [Signature page follows.] Exhibit B-4 3964889.6 047899 CTR IN WITNESS WHEREOF, the undersigned has executed this certificate as of this [ 1 day of [ 2026. UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, by its authorized representative By: _ Name: Title: Exhibit B-5 3964889.E U47899 CTR EXHIBIT C FORM OF PUBLIC BENEFITS REPORT Pursuant to [Section 11(a)(vii)) and] Part D of Schedule V (Reporting Requirements) of the WIFIA Loan Agreement (as defined below), the United City of Yorkville, Kendall County, Illinois (the "Borrower") is providing this Public Benefits Report in connection with the Yorkville WaterLink Project (WIFIA ID — N22149IL). Capitalized terms used in this certificate and not defined shall have the respective meanings ascribed to such terms in the WIFIA Loan Agreement dated [_ 1, 2026 (the "WIFIA Loan Agreement'), between the Borrower and the United States Environmental Protection Agency, acting by and through the Administrator. Reporting Period: [Prior to the Effective Date][within ninety (90) days following the Substantial Completion Date][within ninety (90) days following the fifth (P) anniversary of the Substantial Completion Date] (i) The number of total'jobs and direct jobs projected to be created by the Project during the period between the Effective Date and the Substantial Completion Date: WIFIA projects that the Project will create [_] total jobs, of which the Borrower projects [__] will be direct jobs. (ii) Indicate (yes or no) whether the Project will assist the Borrower in complying with applicable regulatory requirements, and if yes, describe bow the project assists with regulatory compliance: Yes ❑ If yes, additional description: L_] No ❑ (iii) The Project will assist the Borrower with the following environmental measure: Exhibit C-1 3964999 b 047899 CTR EXHIBIT D FORM OF REQUISITION VIA EMAIL United States Environmental Protection Agency 1 1200 Pennsylvania Avenue NW WJC-E 7334A Washington, D.C. 20460 Attention: WIFIA Director Email: WIFIA Portfolio a�epa.gov Re: United City of Yorkville, Kendall County, Illinois — Yorkville WaterLink Project (WIFIA ID -- N22149IL) Ladies and Gentlemen: Pursuant to Section 4 (Disbursement Conditions) and Schedule IV (Requisition Procedures) of the WIFIA Loan Agreement, dated as of [ ], 2026 (the "WIFIA Loan Agreement"), by and between the UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS (the "Borrower") and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator (the "WIFIA Lender"), the Borrower hereby requests a Disbursement in the amount set forth below in respect of Eligible Project Costs paid or incurred by the Borrower. Capitalized terms used but not defined herein have the meaning set forth in the WIFIA Loan Agreement. In connection with this Requisition, the undersigned, as the Borrower's Authorized Representative, hereby represents and certifies the following: 1. Project name Yorkville WaterLink Project 2. Borrower name United City of Yorkville, Kendall County, Illinois 3. WIFIA Loan ID N2214911- 4. Borrower UEI E646HGMGZF83 5. Borrower FEIN 36-6006169 6. Requisition number L ] 7. Requested Disbursement amount $L— 8. Requested date of Disbursement (the "Disbursement Date")' [_J 9. Total amounts previously disbursed under the WIFIA Loan Agreement $L� If there is a Servicer for the WIFIA Loan, provide a copy to the Servicer as well and include its notice details here. ' Note this should be the actual disbursement date on which the Borrower requests to receive the funds, not the date that this Requisition form is submitted to the WIFIA Lender. Exhibit D-1 3964889,6 047899 CTR 10. ACH transfer instructions I I L_ 1 1 l . As of the date hereof, and immediately after giving effect to the Disbursement of WIFIA Loan proceeds requested under this Requisition, (a) no Default or Event of Default and no event of default under any other Related Document has occurred and is continuing and (b) no event that, with the giving of notice or the passage of time or both, would constitute an event of default under any other Related Document, has occurred and is continuing. 12, No Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred since the Effective Date. 13. The aggregate amount of all Disbursements (including the requested Disbursement amount under this Requisition but excluding any interest that is capitalized in accordance with the WIFIA Loan Agreement) does not exceed (a) the Maximum Principal Amount or (b) the amount of Eligible Project Costs paid or incurred by the Borrower. 14. The Eligible Project Costs for which reimbursement or payment is being requested has not been reimbursed or paid by any previous disbursement of (a) WIFIA Loan proceeds or (b) any other source of funding for the Project as identified in the Project Budget. 15. The Borrower, and each of its contractors and subcontractors at all tiers with respect to the Project, has complied with all applicable laws, rules, regulations and requirements, including 40 U.S.C. §§ 3141-3144, 3146, and 3147 (relating to Davis -Bacon Act requirements) (and regulations relating thereto) and 33 U.S.C. § 3914 (relating to American iron and steel products). Supporting documentation, such as certified payroll records and certifications for all iron and steel products used for the Project, are being maintained and are available for review upon request by the WIFIA Lender. 16. The representations and warranties of the Borrower set forth in the WIFIA Loan Agreement and in each other WIFIA Loan Document are true and correct as of the date hereof and as of the Disbursement Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties are true and correct as of such earlier date). 17. The Borrower has delivered all required deliverables under and in compliance with the requirements of Schedule V (Reporting Requirements), except as has been otherwise agreed by the WIFIA Lender.3 18. The amount hereby being requested for Disbursement is with respect to Eligible Project Costs for which [all][a portion][none] of the Eligible Project Costs Documentation was previously submitted to and approved by the WIFIA Lender in accordance with Schedule IV (RequisitionProee&ires) and Schedule V (Reporting Requirements) of the WIFIA Loan Agreement. The [following table below][attached excel sheet] sets out a summary of any Eligible Project Costs that have not otherwise been previously submitted to the WIFIA ' The most recent quarterly progress report should set out a summary of the progress of construction of the Project, as well as a general description of the work done for which the funds being requisitioned are being applied and a summary of any material changes/risks. If not, PM should request additional information (including a risk register, if applicable). Exhibit D-2 3964889.6 047899 CTR Lender for approval, and supporting Eligible Project Costs Documentation in respect of such new Eligible Project Costs is attached hereto. 4 WIFIA USE ONLY Vendor or Contractor Names Invoice Number Invoice Date Payment Date Invoice Amount WIFIA Requested Amount' Activity Types Description of Activity' Approved Amount Notes The undersigned acknowledges that if the Borrower makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Government in connection with the Project, the Government reserves the right to impose on the Borrower the penalties of 18 U.S.G. § 1001, to the extent the Government deems appropriate. Date: UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, by its authorized representative By: _ Name: Title: See Schedules IV and V and Exhibit E of the WIFIA Loan Agreement for additional details on EPC Documentation. 5 If seeking reimbursement for internal costs, enter "Internally financed activities." 6 Vendor's number indicated on the invoice sent to the Borrower, If the amount requested for reimbursement by the WIFIA Lender is less than the total amount of the invoice, include an explanation for the difference. s Specify whether activity is: (a) Development phase activity, which includes planning, preliminary engineering, design, environmental review, revenue forecasting and other pre -construction activities; (b) Construction, which includes construction, reconstruction, rehabilitation and replacement activities; (c) Acquisition of real property, which includes acquiring an interest in real property, environmental mitigation, construction contingencies and acquisition of equipment; (d) Carrying costs, including capitalized interest, as necessary to meet market requirements, reasonably required reserve funds, capital issuance expenses and other carrying costs during construction; (e) WIFIA fees, including for application and credit processing; or (fl Other, with an explanation in the "Description of Activity" column. Provide a brief description of the activities included in the invoice for which WIFIA funds are being requested and any other notes that will aid in the review of the disbursement request. Exhibit D-3 3964889.6 047899 CTR EXHIBIT E FORM OF CERTIFICATION OF ELIGIBLE PROJECT COSTS DOCUMENTATION VIA EMAIL United States Environmental Protection Agency 1 1200 Pennsylvania Avenue NW WJC-E 7334A Washington, D.C. 20460 Attention: WIFIA Director Email: WIFIA_Portfolio@epa.gov Re: United City of Yorkville, Kendall County, Illinois — Yorkville WaterLink Project (WIFIA ID — N22149IL) Ladies and Gentlemen: Pursuant to Part C of Schedule V (Reporting Requirements) of the WIFIA Loan Agreement, dated as of [ 2026 (the "WIFIA Loan Agreement"), by and between the UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS (the 'Borrower") and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator (the "WIFIA Lender"), the Borrower hereby presents this certificate in connection with the Borrower's delivery of Eligible Project Costs Documentation to the WIFIA Lender. Capitalized terms used but not defined herein have the meaning set forth in the WIFIA Loan Agreement. The undersigned does hereby represent and certify the following: I. This certificate is being delivered to the WIFIA Lender in connection with the Eligible Project Costs during the period between [ ] and [__] (the "Quarterly Period"). 2. A summary of the Eligible Project Costs incurred, invoiced and/or paid (as the case may be) is set out in the [attached excel sheet][table on the following page:] ' If there is a Servicer for the WIFIA Loan, provide a copy to the Servicer as well and include its notice details here. Exhibit E-1 3964889.E 047899 CTR NVIFIA USE ONLY Vendor or Contractor Name2 Invoice Number' Invoice Date Payment Date Invoice Amount Activity Type4 Description ofActivity5 Approved Amount Notes 3. The anticipated sources of funding for such Eligible Project Costs are [listed below][set forth in the attached excel sheet]. 4. Supporting Eligible Project Costs Documentation for the above Eligible Project Costs for the Quarterly Period are also attached hereto.6 5. The most recently delivered Construction Monitoring Report delivered in accordance with Part C of Schedule V (Reporting Requirements) sets out a summary of the progress of construction of the Project, no change has occurred since the date of such Construction Monitoring Report that could reasonably be expected to cause a Material Adverse Effect, and the Borrower is otherwise in compliance with Part C of Schedule V (Reporting Requirements). Date: UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, by its authorized representative? By: Name: Title: If the expectation is to seek reimbursement for internal costs, enter "Internally financed activities." 3 Vendor's number indicated on the invoice sent to the Borrower. a Specify whether activity is: (a) Development phase activity, which includes planning, preliminary engineering, design, environmental review, revenue forecasting and other pre -construction activities; (b) Construction, which includes construction, reconstruction, rehabilitation and replacement activities; (c) Acquisition of real property, which includes acquiring an interest in real property, environmental mitigation, construction contingencies and acquisition of equipment; (d) Carrying costs, including capitalized interest on other Project -related System Obligations during construction, as necessary to meet market requirements, reasonably required reserve funds, capital issuance expenses and other carrying costs during construction; (e) WIFIA fees, including for application and credit processing; or (f) Other, with an explanation in the "Description of Activity" column. s Provide a brief description of the activities included in the invoice for which WIFIA funds are being requested and any other notes that will aid in the review of the documentation. 6 See Schedules IV and V of the WIFIA Loan Agreement for additional details on EPC Documentation. ' To be executed by the Borrower's Authorized Representative. Exhibit E-2 3964889.6 047899 CTR EXHIBIT F FORM OF CONSTRUCTION MONITORING REPORT VIA EMAIL United States Environmental Protection Agency 1200 Pennsylvania Avenue NW W.1C-E 7334A Washington, DC 20460 Attn: WIFIA Director Email: WIFIA_ Portfolio@epa.gov Re: United City of Yorkville, Kendall County, Illinois — Yorkville WaterLink Project (WIFIA ID — N22149IL) This Construction Monitoring Report for the period of [insert relevant quarterly period] (the "Quarterly Period") is provided pursuant to Part C of Schedule V (Reporting Requirements) of the WIFIA Loan Agreement, dated as of [ 7 2026 (the "WIFIA Loan Agreement"), by and between the UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS (the "Borrower") and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator of the Environmental Protection Agency (the "WIFIA Lender"). Unless otherwise defined herein, all capitalized terms in this Construction Monitoring Report have the meanings assigned to those terms in the WIFIA Loan Agreement. Project Status. Provide a narrative summary of the Project's construction progress during the Quarterly Period, including with respect to the Project components or sub -projects where appropriate. Complete the table in Appendix A to update the Project scope, schedule, and costs with the latest information. 2. Current Projected Substantial Completion Date: If the current Projected Substantial Completion Date differs than the date set forth in the Construction Monitoring Report most recently delivered to the WIFIA Lender (or, if no such report has yet been provided, the date of the Projected Substantial Completion Date set forth in the WIFIA Loan Agreement as of the Effective Date), provide a description in reasonable detail for such projected delay or difference: Material Problems (if any) Exhibit F-1 3964989.6 047899 CTR Note any problems encountered or anticipated during the construction of the Project during the Quarterly Period that (1) impedes Project completion within the scope, costs, and schedule outlined in the WIFIA Loan Agreement or (2) relates to unforeseen complications in connection with the construction of the Project. This may include commissioning/start-up issues, constructability issues for the Project as planned, adverse impacts to Project surroundings, changes in or issues with meeting environmental or federal compliance requirements, and unanticipated or abnormal permit approval timelines. Include an assessment of the impact and any current plans to address the problems. 4. Other Matters Related to the Project (if applicable) Date: UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, By: _ Name: Title: Exhibit F-2 3964889,6 047899 CTR APPENDIX A I Project Scope Project Schedule Project Costs Original Estimate Project Covered Bid Contract NTP Subsiand d Original Estimate Costs Compose Complete Descripti Location by Contract/ Advertise Award Effective al Suhstanti Contract d Costs Earned nt (YIN) on existing Vendor meat Date Date Completi al Amount to or Paid NEPA? Date on Date Comple6 Complete to Date on Date Total Table Definitions: Project Component — project name or ID as tracked by the borrower Complete (Y/N)— indication that project is complete, and no additional updates will be provided Description — brief overview of scope of work for the project component. Location — physical project boundaries Covered by existing NEPA? — refer to the environmental review documents that is the basis for the NEPA finding, Is the project within the geographic scope and scope of activities described in the documents? Contract/Vendor— the contract identifier and contractor that is/will be completing the project construction. Bid Advertisement Date — the date the bid was advertised Contract Award Date — the date the contract was awarded NTP Effective Date — the effective date to proceed with the construction in the Notice to Proceed Original Substantial Completion Date— the substantial completion date for the given project as noted in the original contract award Estimated Substantial Completion Date — the latest date estimate for substantial completion for the given project component Original Contract Amount— the original contract award amount Estimated Costs to Complete —the latest cost estimates to complete the given project component Costs Earned or Paid to Date — the latest irtcurred contract costs for the given project component Total — Total the cost amounts across al I project components and contracts ' Appendix A summarizes all project components that will be bid in the next quarter, are currently under construction, or have completed construction. It should be a cumulative list of projects that is updated each quarter. A Microsoft Excel spreadsheet with similar table format is acceptable. Exhibit F-3 3964889.6 047899 CTR EXHIBIT G FORM OF CERTIFICATE OF SUBSTANTIAL COMPLETION [Letterhead of Borrower] [Date] VIA EMAIL United States Environmental Protection Agency 1200 Pennsylvania Avenue NW WJC-E 7334A Washington, DC 20460 Attn: WIFIA Director Email: WIFIA—Portfolio@epa.gov Project: Yorkville WaterLink Project (WIFIA ID—N221491L) Dear Director: This Notice is provided pursuant to Part E of Schedule V (Reporting Requirements) of that certain WIFIA Loan Agreement (the "WIFIA Loan Agreement"), dated as of [, 2026, by and between the UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS (the "Borrower") and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through its Administrator (the "WIFIA Lender"). Unless otherwise defined herein, all capitalized terms in this certificate have the meanings assigned to those terms in the WIFIA Loan Agreement. 1, the undersigned, in my capacity as the Borrower's Authorized Representative and not in my individual capacity, do hereby certify to the WIFIA Lender that: (a) the Project has satisfied each of the requirements for Substantial Completion set forth in the Construction Contracts; (b) Substantial Completion has been declared under each of the relevant Construction Contracts and copies of the notices of Substantial Completion under such agreements are attached to this certification; (c) Substantial Completion, as defined in the WIFIA Loan Agreement, has been achieved and the Substantial Completion Date is [ ]; and (d) The total federal assistance provided to the Project, including the Maximum Principal Amount, does not exceed eighty percent (80%) of Total Project Costs. UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, by its authorized representative By: Exhibit G-I 3964889.6 047899 CTR Name: Title: Exhibit G-2 3964889.6 047899 CTR EXHIBIT H-1 OPINIONS REQUIRED FROM GENERAL COUNSEL TO BORROWER' An opinion of the counsel of the Borrower, dated as of the Effective Date, to the effect that: (a) the Borrower is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its organization; (b) the Borrower has all requisite power and authority to conduct its business and to execute and deliver, and to perform its obligations under the WIFIA Loan Documents to which it is a party; (c) the execution and delivery by the Borrower of, and the performance of its respective obligations under, the WIFIA Loan Documents to which it is a party, have been duly authorized by all necessary organizational or regulatory action, and other than the Organizational Documents and the WIFIA Bond Ordinance, no further instruments or documents are necessary for the Borrowerto execute and deliver, and to perform its obligations under, the WIFIA Loan Documents to which it is a party and to consummate and implement the transactions contemplated by the WIFIA Loan Documents; (d) the Borrower has duly executed and delivered each WIFIA Loan Document to which it is a party and each such WIFIA Loan Document constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with their respective tenns; (e) the WIFIA Bond Ordinance was duly adopted by the Borrower's City Council on January 13, 2026 at a meeting thereof which was duly 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 WIFIA Bond Ordinance is in full force and effect and has not been modified, amended, rescinded or repealed; (f) no authorization, consent, or other approval of, or registration, declaration or other filing with any governmental authority of the United States of America or of the State is required on the part of the Borrower for the execution and delivery by such party of, and the performance of such party under, any WIFIA Loan Document to which it is a party other than authorizations, consents, approvals, registrations, declarations and filings that have already been timely obtained or made by the Borrower; (g) the execution and delivery by the Borrower of, and compliance with the provisions of, the WIFIA Loan Documents to which it is a party in each case do not (i) violate the Organizational Documents of the Borrower, (ii) violate the law of the United States of America or of the State or (iii) conflict with or constitute a breach of or default under any material agreement or other instrument known to such counsel to which the Borrower is a party, or to the best of such counsel's knowledge, after reasonable review, any court order, consent decree, statute, rule, regulation or any other law to which the Borrower is subject; (h) the Borrower is not an investment company required to register under the Investment Company Act of 1940, as amended; and Note to Borrower: Required opinion coverage remains under review. Exhibit Hl -I 3964889.6 047899 CTR (i) to the knowledge of such counsel after due inquiry, there are no actions, suits, proceedings or investigations against the Borrower by or before any court, arbitrator or any other Governmental Authority in connection with the Related Documents, the Project or the System that are pending. Exhibit Hl-2 3964889.6 047899 CTR EXHIBIT H-2 OPINIONS REQUIRED FROM BOND COUNSEL TO BORROWER' An opinion of bond counsel, dated as of the Effective Date, to the effect that: (a) the Borrower has been duly organized and validly exists as a non -home -rule municipality and political subdivision of the State created in accordance with the Constitution of the State and the laws of the State and is now operating under the Illinois Municipal Code, as amended, and all laws amendatory thereof and supplementary thereto, including the Local Government Debt Reform Act of the State of Illinois, as amended to the date hereof (the "Debt Reform Act"), with good right and power to issue the WIFIA Bond; (b) the Borrower has the right and power under the laws of the State, including the Debt Reform Act, to enter into the WIFIA Loan Documents and to issue the WIFIA Bond, and each has been duly authorized, executed and delivered by the Borrower, is in full force and effect, and constitutes a legal, valid and binding agreement of the Borrower enforceable against the Borrower in accordance with its respective terms and conditions; (c) the W IFIA Bond is (i) secured by the Pledged Collateral, (ii) an Alternate Bond entitled to the benefits of an Alternate Bond under the Debt Reform Act, (iii) a Parity Obligation entitled to all the benefits of a Parity Obligation under the WIFIA Loan Documents and all other Parity Obligation Documents, and (iv) is evidence of the debt under the WIFIA Loan Agreement and is enforceable under the laws of the State without any further action by the Borrower or any other Person; (d) the Lien on Pledged Revenues securing the WIFIA Bond ranks parr passu in right of payment and right of security with all Liens thereon securing other Parity Obligations and is senior in right of payment and right of security to any Liens thereon securing Subordinate Obligations; and other than the holder of the WIFIA Bond, no holder of System Obligations or other indebtedness of the Borrower has any Lien on or right to the Pledged Taxes or any portion thereof; (e) the WIFIA Loan Documents create the valid and binding assignment and pledge of the Pledged Collateral to secure the payment of the principal of, interest on, and other amounts payable in respect of, the WIFIA Bond, irrespective of whether any party has notice of the pledge and without the need for any physical delivery, recordation, filing or further act; (f) all actions by the Borrower that are required for the application of Revenues, Pledged Revenues and Pledged Taxes as required under the WIFIA Loan Documents have been duly and Iawfully made; (g) the Borrower has complied with the requirements of State law to lawfully pledge the Pledged Collateral and use the Revenues, the Pledged Revenues and Pledged Taxes as required by the terms of the WIFIA Loan Documents; and Note to Borrower: Required opinion coverage remains under review. Exhibit 1-12-1 3964989.6 047899 CTR (h) the Borrower is not entitled to claim governmental immunity in any breach of contract action under the WIFIA Loan Documents. Exhibit H2-2 3964889.6 047899 CTR EXHIBIT B FORM OF WIFIA TERM SHEET See attached UNITED STATES ENVIRONMENTAL PROTECTION AGENCY [Date] United City of Yorkville, Kendall County, Illinois 651 Prairie Pointe Drive Yorkville, IL 60560 RE: WIFIA Term Sheet for the United City of Yorkville, Kendall County, Illinois — Yorkville WaterLink Project (WIFIA ID - N221491L) Ladies and Gentlemen: This WIFIA Term Sheet (this "Terra Sheet") constitutes (a) the approval of the United States Environmental Protection Agency, acting by and through the Administrator of the Environmental Protection Agency (hereinafter, the "USEPA"), of the application for credit assistance of the Borrower (as defined below) received October 18, 2024 (the "Application") and (b) the agreement of USEPA to provide financing for the above -referenced project (as further described below, the "Project") in the form of a secured loan (the "WIFIA Loan"), pursuant to the Water Infrastructure Finance and Innovation Act ("WIFIA"), § 5021 et seq. of Public Law 1 13-121 (as amended, and as may be further amended from time to time, the "Act"), codified as 33 U.S.C. §§ 3901-3915, subject in all respects to (i) the terms and conditions contained herein and (ii) the execution and delivery of the WIFIA loan agreement to be entered into on or after the date hereof (the "WIFIA Loan Agreement") on the terms and conditions acceptable to the USEPA contained therein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the WIFIA Loan Agreement. By executing this Term Sheet, the Borrower confirms its agreement to reimburse USEPA for any and all fees and expenses that USEPA incurs for legal counsel, financial advice, and other consultants in connection with the evaluation of the Project and the negotiation and preparation of the WIFIA Loan Agreement and related documents, whether or not such agreement is ultimately executed. This Term Sheet shall be governed by the federal laws of the United States of America if and to the extent such federal laws are applicable, and the internal laws of the State of Illinois, if and to the extent such federal laws are not applicable. This Term Sheet, and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Electronic delivery of an executed counterpart of a signature page shall be effective as delivery of an original executed counterpart. THIS DRAFT DOCUMENT IS NOT A CONTRACTOR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY ("USEPA") AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. j Jb4134_J U41i4S'Y C:IK INDICATIVE TERMS OF THE WIFIA LOAN WIFIA LENDER United States Environmental Protection Agency, an agency of the United States of America, acting by and through the Administrator of the Environmental Protection Agency (the "WIFIA Lender"). BORROWER United City of Yorkville, Kendall County, Illinois, a duly organized and validly existing non-horne-rule municipality and political subdivision of the State of Illinois created in accordance with the Constitution of the State of Illinois and the laws of the State of Illinois (the `Borrower'). PROJECT The Project is the Yorkville WaterLink Project, located in northern Illinois, which consists of water supply regionalization and water system improvements that will enable the Borrower, in coordination with neighboring communities, to connect to a new source of water supply through the Commission. The Project may include construction of a shared transmission main, construction of receiving stations and internal system improvements, including water main repair and replacements that are necessary to connect to and receive the new water supply. WIFIA LOAN AMOUNT A maximum principal amount (sum of disbursements and excluding capitalized interest) not to exceed $170,000,000; provided that (a) the maximum principal amount of the WIFIA Loan, together with the amount of any other credit assistance provided under the Act, shall not exceed eighty percent (80%) of reasonably anticipated Eligible Project Costs, and (b) the total federal assistance for the Project, including but not limited to the maximum principal amount of the WIFIA Loan and all federal grants, shall not exceed eighty percent (80%) of Total Project Costs. INTEREST RATE The WIFIA Loan shall bear interest at a fixed rate, calculated by adding one basis point (0.01%) to the rate of securities of a similar maturity (based on the weighted average life of the WIFIA Loan) as published, on the execution date of the WIFIA Loan Agreement, in the United States Treasury Bureau of the Fiscal Service's daily rate table for State and Local Government Series (SLGS) securities. The WIFIA Loan shall also bear default interest at a rate of 200 basis oints above the otherwise applicable interest rate, THIS DRAFT DOCUMENT IS NOT CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY ("USEPA ) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN, ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 3964734.9 047899 CTR at such times and upon such terms as provided in the WIFIA Loan Agreement. PAYMENT DATES Principal of and interest on the WIFIA Loan shall be repaid in accordance with the terms set forth in the WIFIA Loan Agreement. The Debt Service Payment Commencement Date shall in no event be later than five (5) years after the Substantial Completion Date of the Project. FINAL MATURITY DATE The earliest of (a) January 1, 2065; (b) the date on which the maturity of the WIFIA Loan has been accelerated or subject to mandatory redemption or prepayment (as the case may be) (if applicable), as set forth in further detail in the WIFIA Loan Agreement; and (c) the Principal Payment Date immediately preceding the date that is thirty-five (35) years following the Substantial Completion Date, which is projected to be January 1, 2030. DEDICATED SOURCE OF The dedicated source of repayment for the WIFIA Loan shall REPAYMENT be (a)(i) the Net Revenues, (ii) all collections of the "places for eating" sales taxes imposed and collected by the Borrower, the revenues from which are deposited into the Water Fund, and (iii) certain moneys on deposit from time to time in the funds and accounts held within the Water Fund (together with items (a)(i) and (a)(ii), the "Pledged Revenues"); and (b) certain ad valorem property taxes levied against all taxable property located within the United City of Yorkville, Kendall County, Illinois without limitation as to rate or amount, as levied and pledged by the Borrower under the WIFIA Bond Ordinance as security for the WIFIA Bond (the "Pledged Taxes"). SECURITY AND LIEN As evidence of the Borrower's obligation to repay the PRIORITY WIFIA Loan, the Borrower shall issue and deliver to the WIFIA Lender, as the registered owner, on or prior to the Effective Date, the WIFIA Bond. The WIFIA Bond shall be a general obligation Alternate Bond of the Borrower, for the payment of which its full faith ' Note to Borrower: We have deleted the Capitalized Interest Period and Interest Only Period provisions from the term sheet solely for efficiency purposes. These provisions will be included in the WIFIA Loan Agreement. Note, however, that the date for the end of the Capitalized Interest Period (in brackets in the prior draft) should be reconsidered for compliance with Section 9 of the Debt Reform Act, which appears to limit capitalized interest to no more than six months after the Projected Substantial Completion Date. T141S DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY ("USEPA") AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 3964734.9 047899 CTR and credit are irrevocably pledged, and shall be secured by a senior Lien on the Pledged Revenues and an exclusive Lien on the Pledged Taxes. The Lien on the Pledged Revenues to secure the WIFIA Bond shall be (a) on a parity in right of payment and right of security to the Liens on the Pledged Revenues in favor of all other Parity Obligations and (b) senior in right of payment and right of security to any Lien on the Pledged Revenues in favor of any Subordinate Obligations. The Pledged Taxes shall be used only for the purpose of paying principal of and interest on the WIFIA Bond, The Borrower shall pledge its full faith and credit and taxing power for the payment of the WIFIA Bond. REVENUE COVENANT As set forth in further detail in the WIFIA Loan Agreement and in addition to any applicable requirements of State law, the Borrower shall fix, charge and collect rates, fees and charges for the System during each Borrower Fiscal Year, which together with all "places for eating" sales taxes imposed, collected and deposited into the Water Fund during such Borrower Fiscal Year: (a) will be at least sufficient to yield Pledged Revenues (excluding Water Fund account balances, as described in clause (c) of the definition thereof) for such Borrower Fiscal Year equal to at least one hundred percent (100%) of the sum of (i) the aggregate debt service payable during such Borrower Fiscal Year with respect to all then Outstanding System Obligations (including the WIFIA Bond), (ii) the aggregate of all fund or account deposits required to be made from Net Revenues during such Borrower Fiscal Year by the terms of the Other Financing Documents, and (iii) the aggregate of all payments required to meet any other obligations of the Borrower that are charges or Liens upon, or that are otherwise payable from, the Net Revenues during such Borrower Fiscal Year; and (b) will be at least sufficient to yield Pledged Revenues (including Water Fund account balances, as described in clause (c) of the definition thereof) for such Bor-owcr Fiscal Year equal to at least one hundred twenty five percent (125%) of the aggregate debt service payable on all then Outstanding Parity Obligations (including the WIFIA Bond). THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY ("USEPA") AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARDCIPATF IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN_ ONLYA DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 4 3964734.9 047899 CTR COVENANT TO LEVY TAXES The Borrower shall levy, and shall take all action within its control to cause the extension and collection of, the Pledged Taxes sufficient for the payment of the WIFIA Bond, subject only to the Borrower's right to abate the levy of the Pledged Taxes to the extent of the funding of the Water Fund from the Pledged Revenues for the payment of WIFIA Debt Service, as further described in the WIFIA Loan Documents. ADDITIONAL As set forth in further detail in the WIFIA Loan Agreement INDEBTEDNESS and in addition to any applicable requirements of State law, the Borrower shall not issue or incur any Additional Parity Obligations unless the conditions in Section 15(a) (Indebtedness) of the WIFIA Loan Agreement are satisfied, including that the Borrower shall have demonstrated prior to the issuance or incurrence of such Additional Parity Obligations that, for each Borrower Fiscal Year during which the proposed Additional Parity Obligations are projected to be Outstanding, the Pledged Revenues will be at least equal to one hundred twenty five percent (125%) of the aggregate debt service payable on all Parity Obligations, including the proposed Additional Parity Obligations, and all Subordinate Obligations during each such Borrower Fiscal Year. Any such demonstration shall be supported by reference to the most recent audited Financial Statements, which shall be for a Borrower Fiscal Year ending not earlier than eighteen (18) months previous to the time of issuance or incurrence of the proposed Additional Parity Obligations. If such audited Financial Statements do not adequately show such Pledged Revenues or if the audited Financial Statements show that such Pledged Revenues are insufficient, then the determination of sufficiency must be supported by the report of an independent accountant or feasibility analyst using economically reasonable assumptions. The Borrower shall not issue or incur any System Obligations other than Parity Obligations in accordance with the foregoing requirements unless the conditions in Section 15(a) (Indebtedness) of the WIFIA Loan Agreement are satisfied and such System Obligations are Additional Subordinate Obligations that are fully subordinated to the Parity Obligations in priority of payment (as to both principal and interest), voting and priority of security interest in the Pledged Revenues, including with respect to payment from THIS DRAFT DOCUMENT 1S NOT A CONTRACTOR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY ("USEPA") AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 5 3964734,9 047899 CTR revenues and reserves and payment upon default or acceleration of any such Additional Subordinate Obligations. Additionally, the Borrower may not create, incur or suffer to exist (A) any System Obligations (i) the payments with respect to which are senior or prior in right to the payment by the Borrower of the WIFIA Loan and the other Parity Obligations or (ii) secured by a Lien on the Pledged Revenues that is senior to the Lien on the Pledged Revenues in favor of the WIFIA Lender or (B) any System Obligations, all or a portion of the proceeds of which are or will be applied at any time to fund all or any portion of Total Project Costs, that are secured by a Lien on any assets or property of the Borrower other than the Pledged Revenues and, if applicable, ad valorem property taxes (excluding the Pledged Taxes). RESTRICTED PAYMENTS The Borrower shall not permit Pledged Revenues or other AND TRANSFERS assets of the System, or any funds in any accounts held by or on behalf of the Borrower with respect to the System or the Pledged Revenues, to be paid or transferred or otherwise applied for purposes other than ownership, operation or maintenance of the System or as otherwise permitted in the WIFIA Loan Agreement. WIFIA LOAN The WIFIA Loan shall be subject to the preparation, DOCUMENTATION execution and delivery of the WIFIA Loan Agreement, the WIFIA Bond and any other loan documentation required by the WIFIA Lender in connection therewith, in each case acceptable to the WIFIA Lender and the Borrower, which will contain certain conditions precedent, representations and warranties, affirmative and negative covenants, events of default, and other provisions as agreed between the WIFIA Lender and the Borrower. [Signature pages follow] THIS DRAFT DOCUMENT IS NOTA CONTRACTOR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY ("USEPA") AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLYA DOCUMENTAS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 6 3964734.9 047899 CTR If the foregoing terms are acceptable, please countersign this letter in the space indicated below. Sincerely, UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and thu-ough the Administrator of the United States Environmental Protection Agency By: Name Lee M. Zeldin Title: Administrator [Signature page to United City of Yorkville, Kendall County, Illinois— Yorkville WaterLink Project — WIFIA Term Sheet] THIS DRAFT DOCUMENT IS NOT A CONTRACTOR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY ("USFPA') AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 3964734.9 047899 CTR ACKNOWLEDGED AND AGREED: UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS by its authorized representative By: Name: Title: [Signature page to United City of Yorkville, Kendall County, Illinois— Yorkville WaterLink Project— WIFIA Term Sheet] THIS DRAFT DOCUMENT IS NOT A CONTRACTOR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY ("USEPA") AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 3964734.9 047899 CTR EXHIBIT C PLEDGED TAXES FOR THE YEAR A TAX TO PRODUCE THE SUM OF: 2026 $11,000,000 for interest and principal 2027 $11,000,000 for interest and principal 2028 $11,000,000 for interest and principal 2029 $11,000,000 for interest and principal 2030 $11,000,000 for interest and principal 2031 $11,000,000 for interest and principal 2032 $11,000,000 for interest and principal 2033 $11,000,000 for interest and principal 2034 $11,000,000 for interest and principal 2035 $11,000,000 for interest and principal 2036 $15,000,000 for interest and principal 2037 $15,000,000 for interest and principal 2038 $15,000,000 for interest and principal 2039 $15,000,000 for interest and principal 2040 $15,000,000 for interest and principal 2041 $15,000,000 for interest and principal 2042 $15,000,000 for interest and principal 2043 $15,000,000 for interest and principal 2044 $15,000,000 for interest and principal 2045 $15,000,000 for interest and principal 2046 $15,000,000 for interest and principal 2047 $15,000,000 for interest and principal 2048 $15,000,000 for interest and principal 2049 $15,000,000 for interest and principal 2050 $17,000,000 for interest and principal 2051 $17,000,000 for interest and principal 2052 $17,000,000 for interest and principal 2053 $17,000,000 for interest and principal 2054 $17,000,000 for interest and principal 2055 $17,000,000 for interest and principal 2056 $18,000,000 for interest and principal 2057 $18,000,000 for interest and principal 2058 $18,000,000 for interest and principal 2059 $18,000,000 for interest and principal 2060 $18,000,000 for interest and principal 2061 $18,000,000 for interest and principal 2062 $18,000,000 for interest and principal 2063 $18,000,000 for interest and principal MINUTES of a regular public meeting of the City Council of the United City of Yorkville, Kendall County, Illinois, held at the City Council Chambers of the City Hall, located at 651 Prairie Pointe Drive, Yorkville, Illinois, in said City at 7 o'clock P.M., on the 1311 day of January, 2026. The Mayor called the meeting to order and directed the City Clerk to call the roll. Upon roll call, the Mayor and the following Aldermen answered present at said location: Koch, Transier, Plocher, Soling, Funkhouser, Marek, Corneils, and Hyett. The following were absent: none. The Mayor amiou need that the next item of business before the City Council was the consideration of an ordinance authorizing the issuance by the City of a not to exceed $170,000,000 general obligation alternate revenue bond pursuant to the Local Government Debt Reform Act in evidence of a Loan Agreement between the City and the United States Environmental Protection Agency, and providing for the execution of said Loan Agreement and related documents, and that, in order to provide funds forthe purpose of improvements to the City's water system, the City Council would consider the adoption of an ordinance providing for the issue of said bond, the pledge of certain revenues to the payment of said bond and the levy of a direct annual tax sufficient to pay the principal and interest on said bond if said pledged revenues are insufficient to make such payment. Thereupon, the Mayor presented, and there was made available to the Aldermen and interested members of the public the following ordinance (the "WIFIA Ordinance "): AN ORDINANCE of the United City of Yorkville, Kendall County, Illinois authorizing the borrowing of an aggregate principal amount of not to exceed $170,000,000 from the United States Environmental Protection Agency for the purpose of paying eligible costs of enhancing the City's water delivery system; authorizing and providing for the execution and delivery of a WIFIA Loan Agreement and WIFIA Term Sheet relating to such loan; authorizing and providing for the issuance of a general obligation alternate revenue bond in evidence of such borrowing; providing for the imposition of taxes to pay the same and for the collection, segregation and distribution of the net revenues derived by the City from its water delivery system for the payment of said bond; authorizing the issuance of the bond to the United States Environmental Protection Agency; authorizing the establishment of a bond fund and accounts therein for the payment of such bond; and authorizing certain related actions in connection with the issuance of such bond. Alderman Marek moved and Alderman Soling seconded the motion that the WIFIA Ordinance as presented be adopted. A City Council discussion of the matter followed. During the City Council discussion, the Mayor gave a public recital of the nature of the matter, which included a reading of the title of the WIFIA Ordinance and statements that (i) the WIFIA 0rdinancepro vided for the issuance of an alternate bond in evidence of such WIFIA Loan Agreement for the purpose of providing funds for certain improvements to the City's water system, (ii) such bond is issuable without referendum pursuant to the Illinois Municipal Code, as amended, and the Local Government Debt Reforaned Act, as amended, (iii) the WIFIA Ordinance provides for the levy of taxes to pay the bond, although the intent of the City is that the bond will be paid from the revenues described in the WIFIA Ordinance, and (iv) the WIFIA Ordinance provides certain details for the bond. After a full and complete discussion thereof, the Mayor directed that the roll be called for a vote upon the motion to adopt the WIFIA Ordinance. Upon the roll being called, the following Aldermen: Funkhouser, Comeils, Transier, Soling, Marek, Hyett, Koch, and Plocher voted AYE, and the following Aldermen voted NAY: none. Whereupon the Mayor declared the motion carried and the WIFIA Ordinance adopted and approved and signed the same in open meeting and directed the City Clerk to record the same in frill in the records of the City Council of the United City of Yorkville, Kendall County, I llinois. Other business not pertinent to the adoption of said ordinance was duly transacted at said meeting. Upon motion duly made and seconded, the meeting was adjourned. �V VV City Clerk, United City of Yorkville, Kendall County, Illinois STATE OF ILLINOIS ) ) SS COUNTY OF KENDALL ) CERTIFICATION OF ORDINANCE AND MINUTES 1, the undersigned, do hereby certify that I am the duly qualified and acting Clerk of the United City of Yorkville, Kendall County, Illinois (the "City"), and as such officer I am the keeper of the books, records, files, and journal of proceedings of the City and of the City Council thereof (the "Citil Coanacir'). I do further certify that the foregoing constitutes a full, true and complete transcript of the minutes of the meeting of the City Council held on the 1311, day of January, 2026, insofar as same relates to the adoption of Ordinance No. 2026 -01 entitled: AN ORDINANCE of the United City of Yorkville, Kendall County, Illinois authorizing the borrowing of an aggregate principal amount of not to exceed $170,000,000 from the United States Environmental Protection Agency for the purpose of paying eligible costs of enhancing the City's water delivery system; authoriziig and providing for the execution and delivery of a WIFIA Loan Agreement and WIFIA Term Sheet relating to such loan; authorizing and providing for the issuance of a general obligation alternate revenue bond in evidence of such borrowing; providing for the imposition of taxes to pay the same and for the collection, segregation and distribution of the net revenues derived by the City from its water delivery system for the payment of said bond; authorizing the issuance of the bond to the United States Environmental Protection Agency; authorizing the establishment of a bond fund and accounts therein for the payment of such bond; and authorizing certain related actions in connection with the issuance of such bond, a true, correct and complete copy of which said ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the City Council on the adoption of said ordinance were taken openly, that the vote on the adoption of said ordinance was taken openly, that said meeting was held at a specified time and place convenient to the public, that notice of said meeting was duly given to all of the news media requesting such notice, that said meeting was called and held it strict accordance with the provisions of the Illinois Municipal Code, as amended, and the Open Meetings Act of the State of Illinois, as amended, and that the City Council has complied with all of the applicable provisions of said Code and said Act and its procedural rules in the adoption of said ordinance. I[� WITNESS WHEREOF, I hereunto affix my official signature and the seal of the City this _a ay of January, 2026. OWXA(&�_o (SEAL) ,`United City of Yorkville, all County, Illinois STATE OF ILLINOIS ) SS COUNTY OF KENDALL FILING CERTIFICATE 1, the undersigned, do hereby certify that I am the duly qualified and acting 1 - County Clerk of The County of Kendall, Illinois, and as such official I do further certify that on the yJ day of September, 2026, there was filed in my office a duly certified copy of an ordinance entitled: AN ORDINANCE of the United City of Yorkville, Kendall County, Illinois authorizing the borrowing of an aggregate principal amount of not to exceed $170,000,000 from the United States Environmental Protection Agency for the purpose of paying eligible costs of enhancing the City's water delivery system; authorizing and providing for the execution and delivery of a WIFIA Loan Agreement and WIFIA Term Sheet relating to such loan; authorizing and providing for the issuance of a general obligation alternate revenue bond in evidence of such borrowing; providing for the imposition of taxes to pay the same and for the collection, segregation and distribution of the net revenues derived by the City from its water delivery system for the payment of said bond; authorizing the issuance of the bond to the United States Environmental Protection Agency; authorizing the establishment of a bond fund and accounts therein for the payment of such bond; and authorizing certain related actions in connection with the issuance of such bond, duly adopted by the City Council of the United City of Yorkville, Kendall County, Illinois, on the 13"' day of January, 2026, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County, this 1\ day of September, 2026. gt%IIY15Ffrrr1, C) a �L) AL rrrrrar��►►►�� County Clerk of The County of Kendall, Illinois