TEMPE ETO REF 2026 - TRUST AGREEMENT.DOCX

DRAFT
03/24/26
721603433
______________________________________________________________________________
______________________________________________________________________________
TRUST AGREEMENT
by and between
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
and
THE CITY OF TEMPE, ARIZONA
Related to
CITY OF TEMPE, ARIZONA
EXCISE TAX REVENUE REFUNDING OBLIGATIONS
SERIES 2026
Dated as of June 1, 2026
______________________________________________________________________________
______________________________________________________________________________

(i)
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.1.
Definitions ...............................................................................................................3
Section 1.2.
Authorization .........................................................................................................13
ARTICLE II
SPECIAL REVENUE OBLIGATIONS
Section 2.1.
Authorization of the 2026 Obligations ..................................................................13
Section 2.2.
Date........................................................................................................................13
Section 2.3.
Maturities and Interest Rates .................................................................................13
Section 2.4.
Interest on 2026 Obligations..................................................................................13
Section 2.5.
Form.......................................................................................................................14
Section 2.6.
Execution ...............................................................................................................14
Section 2.7.
Book-Entry-Only System ......................................................................................14
Section 2.8.
Application of Proceeds.........................................................................................15
Section 2.9.
Transfer and Exchange ..........................................................................................16
Section 2.10. 2026 Obligations Mutilated, Lost, Destroyed or Stolen........................................16
Section 2.11. Payment .................................................................................................................17
Section 2.12. Execution of Documents and Proof of Ownership................................................18
Section 2.13. 2026 Obligations Register .....................................................................................18
Section 2.14. Special Agreement with Owners ...........................................................................18
Section 2.15. Payment of Unclaimed Amounts...........................................................................19
ARTICLE III
COSTS OF ISSUANCE FUND
Section 3.1.
Establishment and Application of Costs of Issuance Fund ...................................19
ARTICLE IV
NO OPTIONAL REDEMPTION OF 2026 OBLIGATIONS
Section 4.1.
No Optional Redemption.......................................................................................20
ARTICLE V
PAYMENT FUND
Section 5.1.
Trustee’s Rights in Purchase Agreement...............................................................20
Section 5.2.
Establishment of Payment Fund ............................................................................20
Section 5.3.
Payments by City; Deposits...................................................................................20
Section 5.4.
Application of Moneys ..........................................................................................21
Section 5.5.
Transfers of Investment Earnings to Payment Fund..............................................21
Section 5.6.
Surplus ...................................................................................................................21
Section 5.7.
Separate Funds and Accounts................................................................................21

(ii)
ARTICLE VI
PLEDGE AND LIEN
Section 6.1.
Pledge ....................................................................................................................21
Section 6.2.
Protection of Lien ..................................................................................................21
Section 6.3.
Existing Parity Pledge............................................................................................22
Section 6.4.
Additional Parity Obligations................................................................................22
ARTICLE VII
MONEYS IN FUNDS; INVESTMENT; CERTAIN TAX COVENANTS
Section 7.1.
Held in Trust..........................................................................................................22
Section 7.2.
Investments Authorized.........................................................................................22
Section 7.3.
Accounting.............................................................................................................23
Section 7.4.
Allocation of Earnings...........................................................................................23
Section 7.5.
Valuation and Disposition of Investments.............................................................23
Section 7.6.
Limitation of Investment Yield .............................................................................23
Section 7.7.
Other Tax Covenants .............................................................................................23
ARTICLE VIII
THE TRUSTEE
Section 8.1.
Appointment of Trustee.........................................................................................24
Section 8.2.
Liability of Trustee; Standard of Care...................................................................24
Section 8.3.
Merger or Consolidation........................................................................................24
Section 8.4.
Protection and Rights of the Trustee .....................................................................25
Section 8.5.
Compensation of Trustee.......................................................................................27
Section 8.6.
Removal of Trustee................................................................................................28
Section 8.7.
Appointment of Agent ...........................................................................................28
Section 8.8.
Commingling .........................................................................................................29
Section 8.9.
Records ..................................................................................................................29
ARTICLE IX
MODIFICATION OR AMENDMENT OF AGREEMENTS
Section 9.1.
Amendments Permitted .........................................................................................29
Section 9.2.
Procedure for Amendment With Written Consent of Owners...............................30
Section 9.3.
Disqualified 2026 Obligations...............................................................................30
Section 9.4.
Effect of Supplemental Agreement .......................................................................31
Section 9.5.
Endorsement or Replacement of 2026 Obligations Delivered After 
Amendments..........................................................................................................31
Section 9.6.
Amendatory Endorsement of 2026 Obligations ....................................................31
ARTICLE X
COVENANTS, NOTICES
Section 10.1. Compliance With and Enforcement of Purchase Agreement................................31
Section 10.2. Observance of Laws and Regulations....................................................................32

(iii)
Section 10.3. Further Assurances ................................................................................................32
Section 10.4. Notification to the City of Failure to Make Payments...........................................32
Section 10.5. Business Days........................................................................................................32
ARTICLE XI
LIMITATION OF LIABILITY
Section 11.1. Limited Liability of the City..................................................................................32
Section 11.2. No Liability of the City for Trustee Performance .................................................32
Section 11.3. Indemnification of the Trustee...............................................................................32
Section 11.4. Opinion of Counsel................................................................................................34
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES
OF OWNERS
Section 12.1. Seller’s Rights Held in Trust .................................................................................34
Section 12.2. Remedies Upon Default.........................................................................................34
Section 12.3. Application of Funds .............................................................................................35
Section 12.4. Institution of Legal Proceedings............................................................................36
Section 12.5. Non-waiver ............................................................................................................36
Section 12.6. Power of Trustee to Control Proceedings..............................................................36
Section 12.7. Limitation on Owners’ Right to Sue......................................................................37
ARTICLE XIII
MISCELLANEOUS
Section 13.1. Defeasance.............................................................................................................37
Section 13.2. Records ..................................................................................................................39
Section 13.3. Notices ...................................................................................................................39
Section 13.4. Covenant as to Conflict of Interest; Other Statutory Restrictions .........................39
Section 13.5. Governing Law ......................................................................................................40
Section 13.6. Binding Effect and Successors ..............................................................................40
Section 13.7. Execution in Counterparts .....................................................................................41
Section 13.8. Destruction of Cancelled 2026 Obligations...........................................................41
Section 13.9. Headings ................................................................................................................41
Section 13.10. Parties Interested Herein........................................................................................41
Section 13.11. Waiver of Notice....................................................................................................41
Section 13.12. Severability of Invalid Provisions .........................................................................41
EXHIBIT A  -  FORM OF 2026 OBLIGATIONS
EXHIBIT B  -  FORM OF DISBURSEMENT CERTIFICATE

1
TRUST AGREEMENT
THIS TRUST AGREEMENT, made and entered into as of June 1, 2026 (this 
“Trust Agreement”), by and between U.S. BANK TRUST COMPANY, NATIONAL 
ASSOCIATION, a national banking association, as trustee (the “Trustee”), and THE CITY OF 
TEMPE, ARIZONA, a municipal corporation organized under the laws of the State of Arizona 
(the “City”),
W I T N E S S E T H:
WHEREAS, pursuant to a Trust Agreement, dated as of June 1, 2016, by and 
between the City and U.S. Bank Trust Company, National Association (successor in interest to The 
Bank of New York Mellon Trust Company, N.A.), as trustee (the “Prior Trustee”), there are 
outstanding City of Tempe, Arizona Excise Tax Revenue and Revenue Refunding Obligations, 
Series 2016 (the portion thereof remaining outstanding after the refunding of the Obligations Being 
Refunded as described herein is referred to herein as the “2016 Obligations”), evidencing 
proportionate interests in payments to be made by the City to the Prior Trustee pursuant to a 
Purchase Agreement, dated as of June 1, 2016, by and between the City and the Prior Trustee; and
WHEREAS, the City desires to redeem in advance of maturity $____,000 
outstanding principal amount of such obligations (collectively, the “Obligations Being Refunded”); 
and
WHEREAS, the Obligations Being Refunded were executed and delivered to 
finance and refinance the costs of construction, renovation and acquisition of various water and 
wastewater improvements, an energy retrofit program and other projects for the City (collectively, 
the “Prior Project”); and
WHEREAS, for the purpose of refinancing a portion of the costs of the Prior Project 
not paid to date under the terms and conditions hereinafter set forth, the City has heretofore agreed 
to repurchase from the Trustee and the Trustee has agreed to re-sell to the City the Prior Project 
pursuant to the Purchase Agreement, dated as of June 1, 2026 (the “Purchase Agreement”), wherein 
the Trustee is the Seller (as such term and all other terms not otherwise defined hereinabove are 
hereinafter defined); and
WHEREAS, the City has pledged the Excise Taxes to the payment of amounts due 
under the Purchase Agreement; and
WHEREAS, for the purpose of obtaining money to be deposited with the Escrow 
Trustee to refinance the costs of the Prior Project, the Trustee has agreed to execute and deliver the 
Excise Tax Revenue Refunding Obligations, Series 2026 (the “2026 Obligations”), evidencing 
proportionate interests in the Purchase Agreement and the Payments made by the City under the 
Purchase Agreement, in exchange for the moneys required herein to be deposited to redeem the 
Obligations Being Refunded; and
WHEREAS, the City has previously pledged the Excise Taxes to the payment of 
amounts due on the following obligations issued by the City that are Outstanding:

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Excise Tax Revenue Obligations, Taxable Series 2011B (Qualified Energy 
Conservation Bonds – Direct Pay) (the “2011 Obligations”);
the 2016 Obligations;
Excise Tax Revenue Refunding Obligations, Series 2019 (the “2019 Obligations”); 
Excise Tax Revenue Refunding Obligations, Taxable Series 2021 (the “2021 
Obligations”); 
Excise Tax Revenue Refunding Obligations, Series 2024 (the “2024 Obligations”); 
and
Excise Tax Revenue Obligations, Series 2025 (the “2025 Obligations”); and
WHEREAS, the 2011 Obligations, the 2016 Obligations, the 2019 Obligations, the 
2021 Obligations, the 2024 Obligations and the 2025 Obligations (collectively, the “Existing Parity 
Obligations”) that are Outstanding have a parity lien on the Excise Taxes, and pursuant to the 
proceedings establishing the pledge and lien for the Existing Parity Obligations, the City, upon 
satisfaction of certain conditions, may make additional pledges on a parity with the Existing Parity 
Obligations, and, pursuant to the Purchase Agreement, the pledge of the Excise Taxes for the 
payment of the 2026 Obligations is on a parity with the pledge for the Existing Parity Obligations; 
and
WHEREAS, the City has, on a subordinate basis, pledged the Excise Taxes to the 
payment of amounts due on the outstanding City of Tempe, Arizona Arts and Culture Tax Revenue 
Obligations, Series 2021 (the “Junior Lien Obligations”); and
WHEREAS, the lien on Excise Taxes securing the Junior Lien Obligations is in all 
respects subordinate to the lien on Excise Taxes securing the Parity Obligations, and pursuant to the 
proceedings establishing the pledge and lien for the Junior Lien Obligations, the City, upon 
satisfaction of certain conditions, may make additional pledges senior to the Junior Lien Obligations, 
and pursuant to the Purchase Agreement, the pledge of Excise Taxes for the payment of the 2026 
Obligations is senior to the pledge of Excise Taxes for the Junior Lien Obligations; 
NOW, THEREFORE, in consideration for the 2026 Obligations executed, 
delivered and Outstanding under this Trust Agreement, the acceptance by the Trustee of the trusts 
created herein and the purchase and acceptance of the 2026 Obligations by the Owners, and to secure 
the payment of principal thereof and interest thereon (to the extent provided herein), the rights of 
the Owners of the 2026 Obligations and the performance and the observance of the covenants and 
conditions contained in the 2026 Obligations, the Purchase Agreement and herein, the Trustee 
hereby declares an irrevocable trust and acknowledges its acceptance of all right, title and interest 
in and to the following described trust estate, which shall be administered by the Trustee according 
to the provisions of this Trust Agreement:
A.
The Purchase Agreement and the Payments and any other amounts payable 
by the City under the Purchase Agreement and the present and continuing right to (i) make claim 
for, collect or cause to be collected, receive or cause to be received all such revenues, receipts and

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other sums of money payable or receivable thereunder, (ii) bring actions and proceedings thereunder 
or for the enforcement of such rights, and (iii) do any and all other things which the Seller is or may 
become entitled to do thereunder; 
B.
Except as otherwise provided herein, amounts on deposit from time to time 
in the funds and accounts created pursuant hereto, subject to the provisions of this Trust Agreement 
permitting the application thereof for the purposes and on the terms and conditions set forth herein; 
and
C.
The right to enforce the Purchase Agreement and receive payment from 
Excise Taxes of amounts due under the Purchase Agreement;
TO HAVE AND TO HOLD, all and singular, the trust estate, including all 
additional property which by the terms hereof has or may become subject to the encumbrance of 
this Trust Agreement, unto the Trustee and its successors and assigns, forever, subject, however, to 
the rights of the City, its successors and assigns, under the Purchase Agreement;
IN TRUST, however, for the equal and proportionate benefit and security of the 
Owners from time to time of the 2026 Obligations authenticated and delivered hereunder and 
Outstanding; and conditioned, however, that if the City shall well and truly pay or cause to be paid 
fully and promptly when due all indebtedness, liabilities, obligations and sums at any time secured 
hereby, including interest and attorneys’ fees, and shall promptly, faithfully and strictly keep, 
perform and observe or cause to be kept, performed and observed all of its covenants, warranties 
and agreements contained herein, this Trust Agreement shall be and become void and of no further 
force and effect; otherwise, the same shall remain in full force and effect, and upon the trust and 
subject to the covenants and conditions hereinafter set forth.  Furthermore, the parties hereby agree 
as follows:
ARTICLE I
DEFINITIONS
Section 1.1.
Definitions.  In addition to the terms defined in the first paragraph 
hereof and the recitals hereto and unless the context otherwise requires, the terms defined in this 
Section 1.1 shall, for all purposes of this Trust Agreement, have the meanings herein specified.
“Additional Parity Obligations” means any obligations executed and delivered on 
a parity with respect to Excise Taxes pursuant to the provisions of Section 6.4 hereof.
“Authorized Denominations” means $5,000 of principal or integral multiples 
thereof.
“Bond Year” means each one-year period beginning on the day after the expiration 
of the preceding Bond Year.  The first Bond Year shall begin on the date of issue of the 2026 
Obligations and shall end on the date selected by the City, provided that the first Bond Year shall 
not exceed one calendar year.  The last Bond Year shall end on the date of retirement of the last 
2026 Obligation.
“Bond Yield” means the discount rate that produces a present value equal to the

4
Issue Price of all unconditionally payable payments of principal, interest and fees for qualified 
guarantees within the meaning of Regulations Section 1.148-4(f) and amounts reasonably expected 
to be paid as fees for qualified guarantees in connection with the 2026 Obligations as determined 
under Regulations Section 1.148-4(b), recomputed if required by Regulations Section 1.148-4(b)(4) 
or 4(h)(3).  The present value of all such payments shall be computed as of the date of issue of the 
2026 Obligations and using semiannual compounding on the basis of a 360-day year.
“Book-Entry-Only System” means, as to the 2026 Obligations, a system under 
which (i) physical 2026 Obligation certificates in fully registered form registered in the name of the 
Depository or its nominee as Owner, with the physical 2026 Obligation certificates held in the 
custody of, or on behalf of, the Depository, and (ii) the ownership of beneficial interests in 2026 
Obligations and principal of, premium, if any, and interest thereon may be transferred only through 
a book entry made by others than the City or the Trustee.  The records maintained by entities other 
than the City or the Trustee constitute the written record that identifies the beneficial owners, and 
records the transfer, of beneficial interests in those 2026 Obligations and principal of, premium, if 
any, and interest thereon.
“Business Day” means a day of the year other than (i) a Saturday, Sunday or legal 
holiday or equivalent (other than moratorium), (ii) a day on which banking institutions generally are 
required or are authorized by law or other governmental action to be closed, and (iii) a day on which 
the New York Stock Exchange is closed.
“City Representative” means the Mayor, the Deputy City Manager/Chief Financial 
Officer of the City, the Financial Services Director of the City or any other person authorized by the 
City Manager or the City Council of the City to act on behalf of the City with respect to this Trust 
Agreement.
“Closing Date” means June __, 2026.
“Code” means the Internal Revenue Code of 1986, as amended.  References to the 
Code and sections thereof include applicable regulations and temporary regulations thereunder and 
any successor provisions to those sections, regulations or temporary regulations and any applicable 
regulations or temporary regulations issued pursuant to the Internal Revenue Code of 1954, as 
amended.
“Continuing Disclosure Undertaking” means the Continuing Disclosure 
Undertaking of the City, dated the Closing Date.
“Costs of Issuance Fund” means the fund of that name created pursuant to Article 
III hereof.
“Debt Service” means, with respect to any Parity Obligations, as of any date of 
calculation and with respect to any period, the sum of (i) the interest falling due during such period 
(except to the extent that such interest is payable from proceeds of the Parity Obligations or other 
amounts set aside for such purpose at the time such Parity Obligations are incurred), and (ii) the 
principal (whether at maturity or from mandatory prepayment or installment purchase price or lease 
rental payment or otherwise) payments or deposits required with respect to such Parity Obligations 
during such period; such sum to be computed on the assumption that no portion of such Parity

5
Obligations shall cease to be Outstanding during such period except by reason of the application of 
such scheduled payments.  If interest on Parity Obligations is payable pursuant to a variable interest 
rate formula, the interest rate on such Parity Obligations for periods when the actual interest rate on 
such Parity Obligations cannot yet be determined shall be assumed to be equal to whichever of the 
following is the highest:
(A)
the average annual interest rate on such Parity Obligations over the 
last five Fiscal Years or since the date of execution and delivery of such Parity 
Obligations if less than five years, or
(B)
if the terms of such Parity Obligations provide for conversion of the 
interest rate payable on such obligations to a fixed interest rate for the remainder of 
their term to maturity, an interest rate per annum determined in accordance with the 
provisions of such obligations as if the interest rate payable thereon were being 
converted to a fixed interest rate for the remainder of their term to maturity.
Debt Service shall not be based upon the terms of any reimbursement obligation to the issuer of any 
liquidity or credit facility except to the extent and for periods during which payments are required 
to be made pursuant to such reimbursement obligation as a result of the issuer’s unreimbursed 
advances of funds thereunder.
“Defeasance Obligations” means noncallable Permitted Investments defined in 
clauses (a), (b), (c) and (d) of such definition, provided, however, that such advance refunded 
municipal obligations (pursuant to clause (c)) must be rated in the highest rating category by 
Moody’s and S&P or, if rated only by S&P (i.e., there is no Moody’s rating), then must have been 
pre-refunded with cash, or obligations defined in clauses (a), (b) or (c) or pre-refunded municipals 
rated in the highest rating category by S&P.
“Delivery Costs” means all items of expense directly or indirectly payable by or 
reimbursable to the City or the Trustee relating to the execution, sale and delivery of the Purchase 
Agreement, this Trust Agreement and the 2026 Obligations, including but not limited to, filing and 
recording costs, settlement costs, printing costs, reproduction and binding costs, initial fees and 
charges of the Trustee, financing discounts, legal fees and charges, insurance fees and charges, 
financial and other professional consultant fees, rating agency fees and costs, fees for execution, 
transportation and safekeeping of the 2026 Obligations and charges and fees in connection with the 
foregoing.
“Depository” or “DTC” means a securities depository designated by the City to hold 
the 2026 Obligations in the Book-Entry-Only System.  Initially the Depository shall be The 
Depository Trust Company.
“Depository Trustee” means any bank or trust company, which may include the 
Trustee, meeting the requirements of, and designated to act as, Depository Trustee pursuant to 
Section 13.1 of this Trust Agreement.
“Designated Office” of the Trustee, the Paying Agent or the Registrar, as applicable, 
means the office designated as such by the Trustee, the Paying Agent or the Registrar, as applicable, 
in writing to the City, the Trustee, the Paying Agent and the Registrar.

6
“Escrow Trust Agreement” means the Escrow Trust Agreement, dated as of June 
1, 2026, by and between the Escrow Trustee and the City.
“Escrow Trustee” means U.S. Bank Trust Company, National Association, as 
escrow trustee.
“Event of Default” means the occurrence of any of the events listed in Section 12 
hereof or any of the events of default listed in Section 12 of the Purchase Agreement.
“Excise Taxes” means all unrestricted excise, transaction, franchise, privilege and 
business taxes, State-shared sales and income taxes, fees for licenses and permits and State revenue-
sharing, now or hereafter validly imposed by the City or contributed, allocated and paid over to the 
City and not earmarked by the contributor for a contrary or inconsistent purpose. Excise Taxes 
include, without limitation, all fines and forfeitures, but shall not include excise taxes collected and 
paid to the City under (a) the 0.50% transaction privilege (sales) and use tax approved by the voters 
of the City on September 10, 1996, the use of which is restricted to improvement and operation of 
the public transit system of the City, (b) the 0.10% transaction privilege (sales) and use tax approved 
by the voters of the City on November 6, 2018, the use of which is restricted to fund arts and culture 
throughout the City, (c) the 1.00% increase in the transient lodging tax on hotels approved by the 
voters of the City on September 10, 2002, the use of which is restricted to funding programs of the 
Tempe Convention and Visitor’s Bureau, or (d) any other similar tax restricted as to its use.
“Fiscal Year” means the period commencing each July 1 and ending June 30 of the 
succeeding calendar year, unless otherwise determined and designated by the City, and the Excise 
Taxes shall be accounted for on that basis.
“Government Obligations” means direct general obligations of, or obligations the 
timely payment of principal and interest on which are fully and unconditionally guaranteed by, the 
United States of America (including, without limitation, the interest portion of obligations issued by 
the Resolution Funding Corporation in book entry form and stripped by request to the Federal 
Reserve Bank of New York), including Government Obligations which have been stripped of their 
unmatured interest coupons and interest coupons stripped from Government Obligations, provided 
any stripped Government Obligations have been stripped by the applicable U.S. Governmental 
Agency.
“Gross Proceeds” means:
(i)
any amounts actually or constructively received by the City 
from the sale of the 2026 Obligations but excluding amounts used to pay accrued interest on the 
2026 Obligations within one year of the date of issuance of the 2026 Obligations;
(ii)
transferred proceeds of the 2026 Obligations under 
Regulations Section 1.148-9;
(iii)
any amounts actually or constructively received from 
investing amounts described in (i), (ii) or this (iii); and
(iv)
replacement proceeds of the 2026 Obligations within the

7
meaning of Regulations Section 1.148-1(c).  Replacement proceeds include amounts reasonably 
expected to be used directly or indirectly to pay debt service on the 2026 Obligations, pledged 
amounts where there is reasonable assurance that such amounts will be available to pay principal or 
interest on the 2026 Obligations in the event the City encounters financial difficulties and other 
replacement proceeds within the meaning of Regulations Section 1.148-1(c)(4).  Whether an amount 
is Gross Proceeds is determined without regard to whether the amount is held in any fund or account 
established under this Trust Agreement.
“Independent Counsel” means an attorney duly admitted to the practice of law 
before the highest court of the state in which such attorney maintains an office and who is not an 
employee of the City or the Trustee and which may include the counsel giving a Special Counsel’s 
Opinion.
“Interest Payment Date” means each January 1 and July 1, while the 2026 
Obligations are Outstanding provided that, if any such day is not a Business Day, any payment due 
on such date may be made on the next Business Day, without additional interest and with the same 
force and effect as if made on the specified date for such payment.  
“Investment Property” means any security, obligation (other than a tax-exempt 
bond within the meaning of Code Section 148(b)(3)(A)), annuity contract or investment-type 
property within the meaning of Regulations Section 1.148-1(b).
“Issue Price” means the issue price of the 2026 Obligations determined as provided 
in the Regulations and as indicated in the Tax Certificate.
“Market Value” means the indicated bid value of the investment or investments to 
be valued as shown in The Wall Street Journal or any publication having general acceptance as a 
source of valuation of the same or similar types of securities or any securities pricing service 
available to or used by the Trustee (including brokers or dealers in securities) and generally accepted 
as a source of valuation.  The Trustee shall have no obligation to determine the Market Value of any 
investments other than by reference to the prices provided by such sources and services.
“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and 
existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation 
shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, 
“Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency 
designated by the City by notice to the Trustee.
“Nonpurpose Investment” means any Investment Property acquired with Gross 
Proceeds and which is not acquired to carry out the governmental purposes of the 2026 Obligations.
“Outstanding”, when used with respect to Parity Obligations (including the 2026 
Obligations), refers to Existing Parity Obligations and the 2026 Obligations and any Additional 
Parity Obligations executed and delivered in accordance with this Trust Agreement, excluding: (i) 
Parity Obligations which have been exchanged or replaced, or delivered to the trustee therefor for 
credit against a sinking fund installment; (ii) Parity Obligations which have been paid; (iii) Parity 
Obligations which have become due and for the payment of which moneys have been duly provided 
to the trustee therefor in trust for the owners thereof; and (iv) Parity Obligations for which there

8
have been irrevocably set aside with a trustee therefor sufficient moneys or Defeasance Obligations 
bearing interest at such rates and with such maturities as will provide sufficient funds to pay the 
principal of, and interest and other amounts on such Parity Obligations to fully discharge such Parity 
Obligations as provided in the proceedings under which such Parity Obligations were executed and 
delivered, provided, however, that if any such Parity Obligations are to be redeemed prior to 
maturity, the City shall have taken all action necessary to redeem such Parity Obligations and notice 
of such redemption shall have been duly mailed in accordance with the proceedings under which 
such Parity Obligations were executed and delivered or irrevocable instructions so to mail shall have 
been given to the trustee therefor.
“Owner” or any similar term, when used with respect to a 2026 Obligation means 
the person in whose name such 2026 Obligation shall be registered.
“Parity Obligations” means, collectively, the Existing Parity Obligations, the 2026 
Obligations and any Additional Parity Obligations that are Outstanding.
“Paying Agent” initially means the Trustee.
“Payment Date” means any date on which a Payment is due from the City as 
designated on Exhibit A to the Purchase Agreement.
“Payment Fund” means the fund of that name established and held by the Trustee 
pursuant to Article V hereof.
“Payments” means all payments required to be paid by the City on any date pursuant 
to Section 2 of the Purchase Agreement and as set forth in Exhibit A to the Purchase Agreement.
“Permitted Investments” means any of the following:
(a) 
Government Obligations;
(b) 
CATS and TIGRS;
(c)
Advance refunded municipal obligations;
(d) 
Municipal obligations rated “AAA” by S&P and “Aaa” by Moody’s meeting 
the following requirements:
(i)
the municipal obligations are not subject to redemption prior to 
maturity or the trustee therefor has been given irrevocable instructions concerning their call and 
redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal 
obligations other than as set forth in such instructions;
(ii)
the municipal obligations are secured by cash or Government 
Obligations which may be applied only to payment of the principal of, interest and premium on such 
municipal obligations;
(iii)
the principal of and interest on the Government Obligations (plus any

9
cash in the escrow) has been verified by the report of independent certified public accountants to be 
sufficient to pay in full all principal of, interest, and premium, if any due and to become due on the 
municipal obligations (“Verification”);
(iv)
the cash or Government Obligations serving as security for the 
municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal 
obligations;
(v)
no substitution of the Government Obligations shall be permitted 
except with another Government Obligation and upon delivery of a new Verification and if a 
forward supply contract exists with respect to such municipal obligations, the Verification does not 
assume compliance with the forward supply contract; and
(vi)
the cash or Government Obligations are not available to satisfy any 
other claims, including those by or against the trustee or escrow agent;
(e)
Bonds, debentures, notes or other evidence of indebtedness issued or 
guaranteed by any of the following federal agencies and provided such obligations are backed by 
the full faith and credit of the United States of America (stripped securities are only permitted if 
they have been stripped by the agency itself):  U.S. Export-Import Bank (Eximbank) - direct 
obligations or fully guaranteed certificates of beneficial ownership; Farmers Home Administration 
(FmHA) - certificates of beneficial ownership; Federal Financing Bank; Federal Housing 
Administration Debentures (FHA); General Services Administration - participation certificates; 
Government National Mortgage Association (GNMA or “Ginnie Mae”) GNMA - guaranteed 
mortgage-backed bonds and GNMA - guaranteed pass-through obligations; U.S. Maritime 
Administration - guaranteed Title XI financing; U.S. Department of Housing and Urban 
Development (HUD) - project notes, local authority bonds, new communities debentures, U.S. 
Government guaranteed debentures, U.S. Public Housing notes and bonds - U. S. Government 
guaranteed public housing notes and bonds;
(f)
Bonds, debentures, notes or other evidence of indebtedness issued or 
guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped 
securities are only permitted if they have been stripped by the agency itself): Federal Home Loan 
Bank System - senior debt obligations; Federal Home Loan Mortgage Corporation (FHLMC or 
“Freddie Mac”) - participation certificates and senior debt obligations; Federal National Mortgage 
Association (FNMA or “Fannie Mae”) - mortgage-backed securities and senior debt obligations; 
Student Loan Marketing Association (SLMA or Sallie Mae) - senior debt obligations; Resolution 
Funding Corp. (REFCORP) obligations; and Farm Credit System - consolidated systemwide bonds 
and notes;
(g)
Investment in money market mutual funds having a rating in the highest 
investment category granted thereby from S&P and Moody’s, including, without limitation any 
mutual fund for which the Trustee or an affiliate of the Trustee serves as investment manager, 
administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that 
(i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the 
Trustee collects fees for services rendered pursuant to this Trust Agreement, which fees are separate 
from the fees received from such funds, and (iii) services performed for such funds and pursuant to

10
this Trust Agreement may at times duplicate those provided to such funds by the Trustee or an 
affiliate of the Trustee;
(h)
Certificates of deposit (i) secured at all times by collateral described in (a), 
(b), (c) or (d) above, (ii) issued by commercial banks, savings and loan associations or mutual 
savings banks and (iii) the collateral must be held by a third party and the Trustee must have a 
perfected first security interest in the collateral;
(i)
Bank deposit products, certificates of deposit (including those placed by a 
third party pursuant to an agreement between the City and the Trustee), savings accounts, deposit 
accounts, demand deposits, trust funds, trust accounts, overnight bank deposits, interest bearing 
deposits, interest bearing money market accounts, bankers acceptances or money market deposits, 
which are rated in the AA long-term ratings category by S&P or Moody’s or which are insured by 
FDIC, including BIF and SAIF (including, without limitation, the Trustee or its affiliates);
(j)
Investment agreements, including guaranteed investment contracts, which 
meet the following criteria:
(i)
the investment agreement must be collateralized by the transfer of 
qualifying securities from a dealer bank or securities firm to the Trustee or a custodian on behalf of 
the Trustee;
(ii)
the investment agreement must be between the Trustee and a provider 
which is rated “A” or better by S&P and Moody’s;
(iii)
the written investment agreement must include the following: 
(A) securities which are acceptable for collateral are Government Obligations, or federal agencies 
backed by the full faith and credit of the U.S. government (and FNMA and FHLMC); (B) the 
collateral must be delivered to the Trustee or third party acting as agent for the Trustee 
before/simultaneous with payment (perfection by possession of certificated securities); (C) the 
securities must be valued weekly, marked-to-market at current market price plus accrued interest 
and the value of collateral must be equal to at least 103% of the amount invested by the Trustee 
under the investment agreement plus accrued interest and if the value of securities held as collateral 
slips below 103% of the required value, then additional cash and/or acceptable securities must be 
transferred, provided however, if the securities used as collateral are FNMA or FHLMC then the 
value of collateral must equal at least 104%; and
(iv)
a legal opinion must be delivered to the Trustee that the investment 
agreement meets guidelines under State law for legal investment of public funds;
(k)
Commercial paper rated, at the time of purchase, “Prime-1” by Moody’s and 
“A-1” or better by S&P;
(l)
Bonds or notes issued by any state or municipality which are rated by 
Moody’s and S&P in one of the two highest rating categories assigned by such agencies;
(m)
Federal funds or bankers acceptances (including those of the Trustee or any 
of its affiliates) with a maximum term of one year of any bank which has an unsecured, uninsured

11
and unguaranteed obligation rating of “Prime-1” or “A3” or better by Moody’s and “A-1” or “A” 
or better by S&P;
(n)
Repurchase or reverse repurchase agreements (including those of the Trustee 
or any of its affiliates) which meet the following criteria:
(i)
the repurchase or reverse repurchase agreement (the “repo”) must 
provide for the transfer of securities from a dealer bank or securities firm to the Trustee, and the 
transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the 
dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the 
securities at a specified date;
(ii)
repo must be between the Trustee and a dealer bank or securities firm 
which is either a primary dealer on the Federal Reserve reporting dealer list which is rated “A” or 
better by S&P and Moody’s, or a bank rated “A” or above by S&P and Moody’s;
(iii)
the written repo contract must include the following: (A) securities 
which are acceptable for transfer are Government Obligations, or federal agencies backed by the 
full faith and credit of the U.S. government (and FNMA and FHLMC); (B) the collateral must be 
delivered to the Trustee or third party acting as agent for the Trustee before/simultaneous with 
payment (perfection by possession of certificated securities); (C) the securities must be valued 
weekly, marked-to-market at current market price plus accrued interest and the value of collateral 
must be equal to 103% of the amount of cash transferred by the Trustee to the counter-party under 
the repo plus accrued interest and if the value of securities held as collateral slips below 103% of 
the value of the cash transferred by Trustee, then additional cash and/or acceptable securities must 
be transferred, provided however, if the securities used as collateral are FNMA or FHLMC then the 
value of collateral must equal 104%; and
(iv)
a legal opinion must be delivered to the Trustee that the repo meets 
guidelines under state law for legal investment of public funds; and
(o)
Any other investment that is permitted under applicable Arizona law.
The Trustee shall have no responsibility to monitor the ratings of Permitted 
Investments after the initial purchase of such Permitted Investments.
“Rebate Payment” means any payment within the meaning of Regulations Section 
1.148-3(d)(1) with respect to a Nonpurpose Investment.
“Rebate Requirement” means, for each Bond Year, at any time the excess of the 
future value of all Receipts over the future value of all Rebate Payments.  For purposes of calculating 
the Rebate Requirement the Bond Yield shall be used to determine the future value of Receipts and 
Rebate Payments in accordance with Regulations Section 1.148-3(c).  The Rebate Requirement is 
zero for any Nonpurpose Investment meeting the requirements of a rebate exception under Section 
148(f)(4) of the Code or Regulations Section 1.148-7.
“Receipt” means any receipt within the meaning of Regulations Section 
1.148-3(d)(2) with respect to a Nonpurpose Investment.

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“Registrar” initially means the Trustee.
“Regular Record Date” means, for the 2026 Obligations, the close of business of 
the Registrar on the fifteenth day of the month preceding an Interest Payment Date, or if such date 
is a Saturday, Sunday or legal holiday, the previous business day.
“Regulations” means Sections 1.148-1 through 1.148-11 and Section 1.150-1 of the 
regulations of the United States Department of the Treasury promulgated under the Code, including 
and any amendments thereto or successor regulations. 
“Responsible Officer” means, when used with respect to the Trustee, the president, 
any vice president, any assistant vice president, the secretary, any assistant secretary, the treasurer, 
any assistant treasurer, any senior associate, associate or any other officer of the Trustee within the 
office of the Trustee set forth in Section 13.3 hereof (or any successor corporate trust office) 
customarily performing functions similar to those performed by the persons who at the time shall 
be such officers, respectively, or to whom any corporate trust matter is referred because of such 
person’s knowledge of and familiarity with the particular subject and having direct responsibility 
for the administration of this Trust Agreement.
“S&P” means S&P Global Ratings, a division of Standard & Poor’s Financial 
Services LLC, its successors and assigns, and, if such entity shall be dissolved or liquidated or shall 
no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any 
other nationally recognized securities rating agency designated by the City by notice to the Trustee.
“Seller” means the Trustee in its trust capacity as Seller under the Purchase 
Agreement.
“Special Counsel’s Opinion” means an opinion signed by an attorney or firm of 
attorneys of nationally recognized standing in the field of law relating to municipal bonds selected 
by the City.
“Special Record Date” means the close of business of the Trustee on the date set by 
the Trustee with respect to defaulted interest pursuant to Section 2.11 hereof.
“State” means the State of Arizona.
“Supplemental Agreement” means any agreement amending or supplementing the 
terms of this Trust Agreement or providing for the issuance or securing of Additional Parity 
Obligations.
“Tax Certificate” means the Certificate Relating To Federal Tax Matters, executed 
and delivered by the City on the Closing Date.
“2026 Obligations Register” means the register of ownership of the 2026 
Obligations maintained by the Registrar.
Words importing persons include firms, associations and corporations, and the singular and 
plural forms of words shall be deemed interchangeable wherever appropriate.

13
Section 1.2.
Authorization.  Each of the parties hereby represents and warrants 
that it has full legal authority and is duly empowered to enter into this Trust Agreement, and has 
taken all actions necessary to authorize the execution of this Trust Agreement by the officers and 
persons signing it.
ARTICLE II
SPECIAL REVENUE OBLIGATIONS
Section 2.1.
Authorization of the 2026 Obligations.  The Trustee is hereby 
authorized and directed to execute and deliver to the original purchaser thereof, the 2026 Obligations 
in an aggregate principal amount of $____,000, evidencing proportionate ownership interests in the 
Purchase Agreement and the Payments.  The 2026 Obligations shall in no event be deemed an 
obligation or debt of the Trustee.
Section 2.2.
Date.  Each 2026 Obligation shall be dated its date of authentication 
and delivery, and interest with respect thereto shall be payable from such date, or from the most 
recent Interest Payment Date to which interest has previously been paid or made available for 
payment with respect to the Outstanding 2026 Obligations.
Section 2.3.
Maturities and Interest Rates.  The 2026 Obligations shall be in 
Authorized Denominations, except that no 2026 Obligation may have principal maturing in more 
than one year.  The 2026 Obligations shall mature on the dates and in the principal amounts, and 
interest with respect thereto shall be computed at the rates, as shown below:
Maturity Date
(July 1)
Principal
Amount
Interest
Rate
Section 2.4.
Interest on 2026 Obligations.  Interest on the 2026 Obligations shall 
be payable semiannually on January 1 and July 1 of each year commencing ________ 1, 20__, to 
and including the date of maturity.  Said interest shall represent the portion of Payments designated 
as interest and coming due during the six-month period (or with respect to ________ 1, 20__, the 
period from the Closing Date) preceding each Interest Payment Date with respect to the 2026 
Obligations.  The proportionate share of the portion of Payments designated as interest with respect 
to any 2026 Obligation shall be computed by multiplying the portion of Payments designated as 
principal with respect to such 2026 Obligation by the rate of interest applicable to such 2026 
Obligation (on the basis of a 360-day year of twelve 30-day months).

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Section 2.5.
Form.  The 2026 Obligations shall be in fully registered form.  The 
fully registered book-entry-only form of the 2026 Obligations shall be substantially in the form set 
forth in Exhibit A, attached hereto and incorporated herein.  If the Book-Entry-Only System is 
discontinued, the 2026 Obligations shall be in substantially the same form with such changes as may 
be necessary to provide for issuance of 2026 Obligations to the beneficial owners thereof.
Section 2.6.
Execution.  The 2026 Obligations shall be executed by and in the 
name of the Trustee by the manual signature of an authorized representative of the Trustee.  If any 
representative whose signature appears on any 2026 Obligation ceases to be such representative 
before the Closing Date, such signature shall nevertheless be as effective as if the representative had 
remained in office until the Closing Date.  Any 2026 Obligation may be executed on behalf of the 
Trustee by such person as at the actual date of the execution of such 2026 Obligation shall be the 
proper authorized representative of the Trustee although at the nominal date of such 2026 Obligation 
such person shall not have been such authorized representative of the Trustee.  No 2026 Obligation 
shall be valid or become obligatory for any purpose or shall be entitled to any security or benefit 
under this Trust Agreement unless and until executed and delivered by the Trustee.  The execution 
by the Trustee of any 2026 Obligation shall be conclusive evidence that the 2026 Obligation so 
executed has been duly authorized and delivered hereunder and is entitled to the security and benefit 
of this Trust Agreement.  
Section 2.7.
Book-Entry-Only System.  
(a)
The 2026 Obligations shall be initially registered in the name of the 
Depository or its nominee for holding in the Book-Entry-Only System, without further action by the 
City.  There shall be a single 2026 Obligation representing the entire aggregate principal amount of 
each maturity of the 2026 Obligations.
(b)
Neither the City nor the Trustee shall have any responsibility or obligation to 
the Depository’s participants or the persons for whom they act as nominees with respect to the 2026 
Obligations regarding accuracy of any records maintained by the Depository or the Depository’s 
participants, the payments by the Depository or the Depository’s participants of any amount in 
respect of principal or interest on the 2026 Obligations, any notice which is permitted or required to 
be given to or by Owners of 2026 Obligations hereunder (except such notice as is required to be 
given by the City to the Trustee or to the Depository), or any consent given or other action taken by 
the Depository as an Owner of 2026 Obligations.
(c)
The Trustee, pursuant to a written request by the City for the removal or 
replacement of the Depository, and upon 30 days’ notice to the Depository, may remove or replace 
the Depository.  The Trustee agrees to remove or replace the Depository at any time at the written 
request of the City, and the City shall cooperate with the Trustee in effecting such removal or 
replacement.  The Depository may determine not to continue to act as Depository for the 2026 
Obligations upon 30 days’ written notice to the Trustee.  The Owners have no right to either a Book-
Entry-Only System or a Depository for the 2026 Obligations.
(d)
Notwithstanding any other provision of this Trust Agreement or the 2026 
Obligations, so long as the 2026 Obligations are in the Book-Entry-Only System and the Depository 
or its nominee is the registered Owner of the 2026 Obligations:

15
(1)
Presentation.  Presentation of 2026 Obligations to the Trustee at 
maturity shall be deemed made to the Trustee when the right to exercise ownership rights in 
the 2026 Obligations through the Depository or the Depository’s participants is transferred 
by the Depository on its books.
(2)
Fractionalized Representation.  The Depository may present notices, 
approvals, waivers, votes or other communications required or permitted to be made by 
Owners under this Trust Agreement on a fractionalized basis on behalf of some or all of 
those persons entitled to exercise ownership rights in the 2026 Obligations through the 
Depository or its participants.
(3)
Limitations on Transfer.  2026 Obligations or any portion thereof 
shall not be transferable or exchangeable except:
(1)
To any successor of the Depository;
(2)
To any new Depository not objected to by the Trustee, upon 
(A) the resignation of the then current Depository or its successor from its functions as 
Depository, or (B) termination of the use of the Depository by direction of the City; or 
(3)
To any persons who are the assigns of the Depository or its 
nominee, upon (A) the resignation of the Depository from its functions as Depository 
hereunder, or (B) termination by the City of use of the Depository.
(e)
If the use of the Book-Entry-Only System is discontinued, then after the 
Trustee has made provision for notification of the beneficial owners of their book-entry interests in 
the 2026 Obligations by appropriate notice to the then Depository, the City and the Trustee shall 
permit withdrawal of the 2026 Obligations from the Depository, and authenticate and deliver 2026 
Obligation certificates in fully registered form and in denominations authorized by this Article to 
the assignees of the Depository or its nominee.  Such withdrawal, authentication and delivery shall 
be at the cost and expense (including costs of printing or otherwise preparing, and delivering, such 
replacement 2026 Obligation certificates) of the City.
(f)
Subject to any arrangements made by the Trustee with a Depository with 
respect to the 2026 Obligations held in a Book-Entry-Only System, which arrangements are hereby 
authorized subject to the approval of the City, principal of, premium, if any, and interest shall be 
payable on any 2026 Obligation as provided in this Trust Agreement.
Section 2.8.
Application of Proceeds.  The proceeds received by the Trustee from 
the sale of the 2026 Obligations ($__________) shall forthwith be applied by the Trustee as follows:
(1)
$__________ shall be held in a temporary fund and transferred on the 
Closing Date immediately, without requisition or other documentation, to the Escrow 
Trustee for the purposes of the Escrow Trust Agreement; and
(2)
$__________ shall be deposited in the Costs of Issuance Fund.

16
Section 2.9.
Transfer and Exchange.  So long as the Book-Entry-Only System is 
in effect, the 2026 Obligations will be issued as a single 2026 Obligation for each maturity date, 
registered in the name of DTC or its nominee.  If the Book-Entry-Only System is no longer in effect, 
the following will apply:
(a)
Any 2026 Obligation may, in accordance with its terms, be transferred upon 
the books required to be kept pursuant to the provisions of Section 2.13 hereof by the person 
in whose name it is registered, in person or by his duly authorized attorney, upon surrender 
of such 2026 Obligation for cancellation, accompanied by delivery of a written instrument 
of transfer in a form approved by the Trustee, duly executed.  Whenever any 2026 Obligation 
or 2026 Obligations shall be surrendered for transfer, the Trustee shall execute and deliver 
a new 2026 Obligation or 2026 Obligations in fully registered form of the same maturity and 
interest rate and for a like aggregate principal amount.
(b)
2026 Obligations may be exchanged at the Designated Office for a like 
aggregate principal amount of 2026 Obligations of Authorized Denominations of the same 
maturity and interest rate.  In connection with any such exchange or transfer of 2026 
Obligations, the Owner requesting such exchange or transfer shall, as a condition precedent 
to the exercise of the privilege of making such exchange or transfer, remit to the Trustee an 
amount sufficient to pay any tax, or other governmental charge required to be paid, other 
than one imposed by the City (for which the City will reimburse the Trustee), or any fee or 
expense of the Trustee or the City with respect to such exchange or transfer.
Section 2.10. 2026 Obligations Mutilated, Lost, Destroyed or Stolen.  If any 
2026 Obligation shall become mutilated, the Trustee, at the expense of the Owner of said 2026 
Obligation, shall execute and deliver a new 2026 Obligation of like series, tenor, maturity and 
amount in exchange and substitution for the 2026 Obligation so mutilated, but only upon surrender 
to the Trustee of the 2026 Obligation so mutilated.  Any mutilated 2026 Obligation so surrendered 
to the Trustee shall be cancelled by it and redelivered to, or upon the order of, the Owners.  If any 
2026 Obligation shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be 
submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and, if an indemnity 
satisfactory to the Trustee shall be given, the Trustee, at the expense of the Owners, shall execute 
and deliver a new 2026 Obligation of like tenor, maturity and amount and numbered as the Trustee 
shall determine in lieu of and in substitution for the 2026 Obligation so lost, destroyed or stolen.  
The Trustee may require payment of an appropriate fee for each new 2026 Obligation delivered 
under this Section 2.10 and of the expenses which may be incurred by the Trustee in carrying out 
the duties under this Section 2.10.  Any 2026 Obligation issued under the provisions of this Section 
2.10 in lieu of any 2026 Obligation alleged to be lost, destroyed or stolen shall be equally and 
proportionately entitled to the benefits of this Trust Agreement with all other 2026 Obligations 
secured by this Trust Agreement.  The Trustee shall not be required to treat both the original 2026 
Obligation and any replacement 2026 Obligation as being Outstanding for the purpose of 
determining the principal amount of 2026 Obligations which may be executed and delivered 
hereunder or for the purpose of determining any percentage of 2026 Obligations Outstanding 
hereunder, but both the original and replacement 2026 Obligation shall be treated as one and the 
same.  Notwithstanding any other provision of this Section 2.10, in lieu of delivering a new 2026 
Obligation for a 2026 Obligation which has been mutilated, lost, destroyed or stolen, and which has

17
matured, the Trustee may make payment with respect to such 2026 Obligation upon receipt of the 
aforementioned indemnity.
Section 2.11. Payment.  
(a)
Book-Entry-Only System.  So long as the Book-Entry-Only System is in 
effect, interest payments and principal payments that are part of periodic principal and interest 
payments shall be paid to Cede & Co. or its registered assigns, in same-day funds no later than 2:30 
p.m. (Eastern Time) on each interest or principal payment date (or in accordance with then existing 
arrangements between the City and DTC).
(b)
Without Book-Entry-Only System.  If the Book-Entry-Only System is no 
longer in effect, the following will apply:
(1)
Payment of interest due with respect to any 2026 Obligation on any 
Interest Payment Date shall be made to the person appearing on the registration books of the 
Trustee as the Owner thereof as of the Regular Record Date immediately preceding such 
Interest Payment Date, such interest to be paid by check mailed on the date due by first class 
mail to such Owner at his address as it appears on such registration books.  
(2)
The principal with respect to the 2026 Obligations shall be payable in 
lawful money of the United States of America upon surrender when due at the Designated 
Office.  
(3)
Interest and, if arrangements for surrender are made with the Trustee, 
principal payable to any Depository or to any Owner of $1,000,000 or more in principal 
amount of 2026 Obligations shall be paid by wire transfer in immediately available funds to 
an account in the United States if the Owner makes a written request of the Trustee at least 
20 days before the Interest Payment Date specifying the account address.  The notice may 
provide that it shall remain in effect for subsequent payments until otherwise requested in a 
subsequent written notice.
(4)
Any interest on any 2026 Obligation which is payable, but is not 
punctually paid or duly provided for, on any Interest Payment Date (herein referred to as 
“Defaulted Interest”) shall forthwith cease to be payable to the Owner on the relevant 
Regular Record Date solely by virtue of such Owner having been such Owner.  Such 
Defaulted Interest shall thereupon be paid, together with interest thereon at the same rate per 
annum as such Defaulted Interest, by the Trustee to the persons in whose names such 2026 
Obligations are registered at the close of business on a Special Record Date for the payment 
of such portion of Defaulted Interest as may then be paid from the sources herein provided.  
When the Trustee has funds available to pay the Defaulted Interest and interest thereon, the 
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest and 
interest thereon which shall be not more than 15 nor less than 10 days prior to the date of the 
proposed payment by the Trustee.  The Trustee shall promptly cause notice of the proposed 
payment of such Defaulted Interest and interest thereon and the Special Record Date therefor 
to be mailed, first class postage prepaid, to each Owner of a 2026 Obligation at his address 
as it appears in the 2026 Obligations Register not less than 10 days prior to such Special

18
Record Date.  Notice of the proposed payment of such Defaulted Interest and interest thereon 
and the Special Record Date therefor having been mailed as aforesaid, such Defaulted 
Interest and interest thereon shall be paid to the persons in whose names the 2026 Obligation 
is registered on such Special Record Date.
Section 2.12. Execution of Documents and Proof of Ownership.  Any request, 
direction, consent, revocation of consent, or other instrument in writing required or permitted by 
this Trust Agreement to be signed or executed by 2026 Obligation Owners may be in any number 
of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person 
or by their attorneys or agents appointed by an instrument in writing for that purpose, or by any 
bank, trust company or other depository for such 2026 Obligations.  Proof of the execution of any 
such instrument, or of any instrument appointing any such attorney or agent, and of the ownership 
of 2026 Obligations shall be sufficient for any purpose of this Trust Agreement (except as otherwise 
herein provided), if made in the following manner:
(a)
The fact and date of the execution by any Owner or his attorney or agent of 
any such instrument and of any instrument appointing any such attorney or agent, may be 
proved by a certificate, which need not be acknowledged or verified, of an officer of any 
bank or trust company located within the United States of America, or of any notary public, 
or other officer authorized to take acknowledgments of deeds to be recorded in such 
jurisdictions, that the persons signing such instruments acknowledged before him the 
execution thereof.  Where any such instrument is executed by an officer of a corporation or 
association or a member of a partnership on behalf of such corporation, association or 
partnership, such certificate shall also constitute sufficient proof of his authority.
(b)
The fact of the ownership of the 2026 Obligations by any person and the 
amount, the maturity and the numbers of such 2026 Obligations and the date of his holding 
the same be proved on the registration books maintained pursuant to Section 2.13 hereof.
Nothing contained in this Article II shall be construed as limiting the Trustee to such proof, it being 
intended that the Trustee may accept any other evidence of the matters herein stated which the 
Trustee may deem sufficient.  Any request or consent of the Owner of any 2026 Obligation shall 
bind every future Owner of the same 2026 Obligation in respect of anything done or suffered to be 
done by the Trustee in pursuance of such request or consent.  For so long as the 2026 Obligations 
are in a Book-Entry-Only System and DTC or its nominee is the Owner of the 2026 Obligations, 
in the event that any provision of this Trust Agreement requires the procurement of the consent of 
all or a certain percentage of the Owners of the 2026 Obligations, the Trustee shall be entitled to 
rely (i) upon the written consent given by DTC as the registered Owner of such 2026 Obligations, 
(ii) upon the written indication given by DTC that it has obtained the consent of the beneficial 
owners of the requisite principal amount of such 2026 Obligations, or (iii) if proof of beneficial 
ownership and indemnification satisfactory to the Trustee has been provided to the Trustee, 
upon the written consent given by the beneficial owners of the requisite principal amount of such 
2026 Obligations.
Section 2.13. 2026 Obligations Register.  The Trustee, as Registrar, will keep or 
cause to be kept, at its Designated Office, sufficient books for the registration and transfer of the 
2026 Obligations which shall at all times during regular business hours be open to inspection by the

19
City and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations 
as it may prescribe, register or transfer or cause to be registered or transferred, on said books, 2026 
Obligations as hereinbefore provided.
Section 2.14. Special Agreement with Owners.  Notwithstanding any provision of 
this Trust Agreement or of any 2026 Obligation to the contrary, with the approval of the City 
(exclusive of any agreements with a Depository), the Trustee may enter into an agreement with any 
Owner providing for making all payments to that Owner of principal of, premium, if any, and 
interest on that 2026 Obligation or any part thereof (other than any payment of the entire unpaid 
principal amount thereof) at a place and in a manner other than as provided in this Trust Agreement 
and in the 2026 Obligation, without presentation or surrender of the 2026 Obligation, upon any 
conditions which shall be satisfactory to the Trustee and the City; provided, that payment in any 
event shall be made to the person in whose name a 2026 Obligation shall be registered on the 2026 
Obligations Register, with respect to payment of principal and premium, on the date such principal 
and premium is due, and, with respect to the payment of interest, as of the applicable Regular Record 
Date or Special Record Date, as the case may be.  Upon request, the Trustee will furnish a copy of 
each of those agreements, certified to be correct by an officer of the Paying Agent, to the City.  Any 
payment of principal of, premium, if any, and interest on any Parity Obligation pursuant to such an 
agreement shall constitute payment thereof pursuant to, and for all purposes of, this Trust 
Agreement.
Section 2.15. Payment of Unclaimed Amounts.  In the event any check for 
payment of interest on a 2026 Obligation is returned to the Trustee unendorsed or is not presented 
for payment within two (2) years (subject to applicable escheat law) from its payment date or any 
2026 Obligation is not presented for payment of principal at the maturity date, if funds sufficient to 
pay such interest or principal due upon such 2026 Obligation shall have been made available to the 
Trustee for the benefit of the Owner thereof, it shall be the duty of the Trustee to hold such funds, 
without liability for interest thereon, for the benefit of the Owner of such 2026 Obligation who shall 
thereafter be restricted exclusively to such funds for any claim of whatever nature relating to such 
2026 Obligation or amounts due thereunder.  The Trustee’s obligation to hold such funds shall 
continue for two (2) years and six (6) months (subject to applicable escheat law) following the date 
on which such interest or principal payment became due, at which time the Trustee shall surrender 
such unclaimed funds so held to the City, whereupon any claim of whatever nature by the Owner of 
such 2026 Obligation arising under such 2026 Obligation shall be made upon the City.
ARTICLE III
COSTS OF ISSUANCE FUND
Section 3.1.
Establishment and Application of Costs of Issuance Fund.
(a)
The Trustee shall establish a special trust fund designated as the “City of 
Tempe Costs of Issuance Fund (2026)” (herein referred to as the “Costs of Issuance Fund”), shall 
keep such fund separate and apart from all other funds and moneys held by it, and shall administer 
such fund as provided in this Article III.
(b)
Amounts in the Costs of Issuance Fund shall be disbursed for Delivery Costs.  
Disbursements from the Costs of Issuance Fund shall be made by the Trustee upon receipt of a

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certificate requesting disbursement, in substantially the form of Exhibit B attached hereto (on which 
the Trustee is entitled to rely), executed or approved by the City Representative.  Each such 
certificate shall set forth the amounts to be disbursed for payment, and the person or persons to 
whom said amounts are to be disbursed, or include appropriate invoices therefor.
(c)
Should any shortfall or deficiency occur in the Costs of Issuance Fund, the 
City shall pay such amounts to the Trustee.
(d)
On the earlier of October 1, 2026, or when all Delivery Costs associated with 
the 2026 Obligations have been paid (as shown by a certificate of a City Representative, if requested 
by the Trustee), the Trustee shall transfer any amounts remaining in the Costs of Issuance Fund to 
the Payment Fund and the Costs of Issuance Fund shall be closed.
ARTICLE IV
NO OPTIONAL REDEMPTION OF 2026 OBLIGATIONS
Section 4.1.
No Optional Redemption.  The 2026 Obligations are not subject to 
call for redemption prior to maturity.
ARTICLE V
PAYMENT FUND 
Section 5.1.
Trustee’s Rights in Purchase Agreement.  The Trustee as Seller 
under the Purchase Agreement holds in trust hereunder for the benefit of the Owners all of its rights 
and duties in the Purchase Agreement, including but not limited to all of the Seller’s rights to receive 
and collect all of the Payments and all other amounts required to be deposited in the Payment Fund 
pursuant to the Purchase Agreement or pursuant hereto.  All Payments and such other amounts to 
which the Seller may at any time be entitled shall be paid directly to the Trustee in trust, and all of 
the Payments collected or received by the Trustee shall be held by the Trustee in trust hereunder for 
the benefit of the Owners.
Section 5.2.
Establishment of Payment Fund.  The Trustee shall establish a 
special trust fund designated as the “City of Tempe Payment Fund (2026)” (herein referred to as the 
“Payment Fund”).  All moneys at any time deposited by the Trustee in the Payment Fund shall be 
held by the Trustee in trust for the benefit of the Owners.  So long as the 2026 Obligations are 
Outstanding, the City shall have no beneficial right or interest in the Payment Fund or the moneys 
deposited therein, except only as provided in this Trust Agreement, and such moneys shall be used 
and applied by the Trustee as hereinafter set forth.
Section 5.3.
Payments by City; Deposits.  Subject to the provisions of Section 
6.1 hereof, the City shall be required to make Payments as shown on Exhibit A to the Purchase 
Agreement, taking into account any funds on deposit in the Payment Fund as a credit towards any 
Payment then due.  The Trustee, not less than ten (10) Business Days prior to each Payment Date, 
shall notify the City of the amount required to be paid after taking into account interest earnings 
which will be transferred to the Payment Fund in accordance herewith, on or before such Payment 
Date.  All amounts received by the Trustee as Payments shall be deposited in the Payment Fund.

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Section 5.4.
Application of Moneys.  Subject to Section 12.3 hereof, all amounts 
in the Payment Fund shall be used and withdrawn by the Trustee solely for the purpose of paying 
the principal of and interest with respect to the 2026 Obligations as the same shall become due and 
payable, in accordance with the provisions of Article II hereof.  
Section 5.5.
Transfers of Investment Earnings to Payment Fund.  Except as 
otherwise directed by the City, the Trustee shall, on or before the next Interest Payment Date, 
transfer any income or profit on the investment of moneys in the funds hereunder to the Payment 
Fund.  
Section 5.6.
Surplus.  Any surplus remaining in any of the funds and accounts 
created hereunder, after payment of the 2026 Obligations, including accrued interest and payment 
of any applicable fees, expenses or indemnities to the Trustee, or provision for such payment having 
been made to the satisfaction of the Trustee in accordance with the requirements of Section 13.1, 
shall be withdrawn by the Trustee and remitted to the City.
Section 5.7.
Separate Funds and Accounts.  Moneys and investments properly 
paid into and held in the funds and accounts established hereunder shall not be subject to the claims 
of the owners of any Parity Obligations other than the 2026 Obligations and the Owners of the 2026 
Obligations shall have no claim or lien upon any moneys or investments properly paid into and held 
in the funds and accounts established under the proceedings for any other Parity Obligations.
ARTICLE VI
PLEDGE AND LIEN
Section 6.1.
Pledge.  Payments and all other amounts due to the Trustee under the 
Purchase Agreement are payable from a pledge of, and secured by a lien on, the Excise Taxes as 
may be necessary for their prompt and punctual payment.  Said pledge of, and said lien on, the 
Excise Taxes is irrevocably made and created by the City pursuant to the Purchase Agreement for 
the prompt and punctual payment of amounts due under the Purchase Agreement according to its 
terms, and to create and maintain the funds as hereinafter specified therein and herein.  None of the 
2026 Obligations shall be entitled to priority or distinction one over the other in the application of 
the Excise Taxes thereby pledged to the payment thereof, regardless of the delivery of any of the 
2026 Obligations prior to the delivery of any other of the 2026 Obligations or regardless of the time 
or times the 2026 Obligations mature.  All of the 2026 Obligations are co-equal as to the pledge of 
and lien on the Excise Taxes pledged for the payment thereof and share ratably, without preference, 
priority or distinction, as to the source or method of payment from Excise Taxes or security therefor. 
Section 6.2.
Protection of Lien.  The Trustee and the City hereby agree not to 
make or create or suffer to be made or created any assignment or lien having priority or preference 
over the assignment and lien hereof upon the interests granted hereby or any part thereof.  The 
Trustee and the City hereby agree that no obligations the payment of which is secured by an equal 
claim on or interest in property or revenues pledged hereunder will be issued or delivered by either 
except (a) in lieu of, or upon transfer of registration or exchange of, (i) any 2026 Obligation as 
provided herein, or (ii) any Existing Parity Obligations, and (b) Additional Parity Obligations.

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Section 6.3.
Existing Parity Pledge.  The pledge of Excise Taxes under the 
Purchase Agreement is on a parity with the pledge of the Excise Taxes to payments due on or with 
respect to the Existing Parity Obligations.
Section 6.4.
Additional Parity Obligations.  So long as any of the 2026 
Obligations remain outstanding and the principal and interest thereon shall be unpaid or unprovided 
for, neither the Trustee nor the City will further encumber the Excise Taxes pledged under the 
Purchase Agreement on a basis equal to the pledge thereunder unless, as certified by the City in 
writing to the Trustee (upon which the Trustee shall be entitled to conclusively rely), the Excise 
Taxes collected in the next preceding Fiscal Year shall have amounted to at least three (3) times the 
highest combined Debt Service requirements for any succeeding Fiscal Year, including with respect 
to the Additional Parity Obligations so proposed to be issued.  Subject to the foregoing, and to other 
terms and conditions set forth in the Purchase Agreement, the City shall have the right to incur 
Additional Parity Obligations payable from and secured by the Excise Taxes, on a parity with the 
2026 Obligations.  Such obligations may include any long-term obligation or deferred payment for 
property including, without limitation, installment purchase or lease purchase agreements.  For the 
purpose of this Section 6.4, payments on installment purchase or lease purchase agreements shall 
be deemed to include a principal component and an interest component and references in this Trust 
Agreement to the payment of principal, interest and premium shall include the payment of lease 
purchase or installment purchase payments.
ARTICLE VII
MONEYS IN FUNDS; INVESTMENT; CERTAIN TAX COVENANTS
Section 7.1.
Held in Trust.  Except as otherwise provided herein, moneys and 
investments held by the Trustee under this Trust Agreement are irrevocably held in trust for the 
benefit of the Owners of the 2026 Obligations, and for the purposes herein specified, and such 
moneys, and any income or interest earned thereon shall be expended only as provided in this Trust 
Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor 
of the City, the Trustee or any Owners of the 2026 Obligations.
Section 7.2.
Investments Authorized.  Upon written order of the City 
Representative, moneys held by the Trustee hereunder shall be invested and reinvested by the 
Trustee, to the maximum extent practicable, in Permitted Investments.  The City Representative 
may direct such investment in specific Permitted Investments.  Such investments, if registrable, shall 
be registered in the name of the Trustee and shall be held by the Trustee.  The Trustee may purchase 
or sell to itself or any affiliate, as principal or agent, investments authorized by this Section 7.2.  
Such investments and reinvestments shall be made giving full consideration to the time at which 
funds are required to be available.  The Trustee may act as purchaser or agent in the making or 
disposing of any investment.  The Trustee shall not invest any cash held by it hereunder in the 
absence of timely and specific written direction from the City.  In no event shall the Trustee be liable 
for the selection of investments.  The Trustee may conclusively rely upon such written direction 
from the City as to both the suitability and legality of the directed investments and such direction 
shall be deemed a certification to the Trustee that such directed investments are Permitted 
Investments.  The City acknowledges that regulations of the Comptroller of the Currency grant the 
City the right to receive brokerage confirmations of the security transactions as they occur, at no 
additional cost.  To the extent permitted by law, the City specifically waives compliance with 12

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C.F.R. Part 12 and hereby notifies the Trustee that no brokerage confirmations need be sent relating 
to the security transactions as they occur.  The Trustee may credit the funds or accounts hereunder 
with amounts expected to be received from the sale or redemption of, or the earnings on, the 
investments in such funds or accounts, prior to actual receipt of final payment thereof, and may 
advance funds in anticipation of receipt of such final payments for the purchase of investments 
which it has been directed to purchase. Any such credit or advance shall be conditional upon actual 
receipt by the Trustee of final payment and may be reversed if final payment is not actually received 
in full. The City acknowledges that the legal obligation to pay the purchase price of any investment 
arises immediately at the time of the purchase. Nothing in this Trust Agreement shall constitute a 
waiver of any of the Trustee’s rights as a securities intermediary under the Uniform Commercial 
Code § 9-206 of the State.
Section 7.3.
Accounting.  The Trustee shall furnish to the City, not less than 
semiannually, an accounting (which may be in the form of its customary statement) of all 
investments made by the Trustee.  The Trustee shall not be responsible or liable for any loss suffered 
in connection with any investment of funds made by it in accordance with Section 7.2 hereof.
Section 7.4.
Allocation of Earnings.  Any income, profit or loss on such 
investments shall be deposited in or charged to the respective funds from which such investments 
were made, and any interest on any deposit of funds shall be deposited in the fund from which such 
deposit was made, except as otherwise provided in Section 5.5 herein. At the direction of the City, 
any such income, profit or interest shall be transferred and applied if necessary to pay amounts due 
pursuant to Section 16(b)(ii) of the Purchase Agreement.
Section 7.5.
Valuation and Disposition of Investments.  For the purpose of 
determining the amount in any fund created hereunder, all Permitted Investments credited to such 
fund shall be valued at Market Value.  The Trustee may sell at the best price obtainable, or present 
for redemption, any Permitted Investment so purchased by the Trustee whenever it shall be 
necessary in order to provide moneys to meet any required payment, transfer, withdrawal or 
disbursement from the fund to which such Permitted Investment is credited, and the Trustee shall 
not be liable or responsible for any loss resulting from such investment.
Section 7.6.
Limitation of Investment Yield.  In the event the City is of the 
opinion that it is necessary to restrict or limit the yield on the investment of any amounts paid to or 
held by the Trustee hereunder in order to avoid the 2026 Obligations, or any of them, being 
considered “arbitrage bonds” within the meaning of Section 148 of the Code, the City 
Representative may issue to the Trustee a written certificate to such effect (along with appropriate 
instructions), in which event the Trustee will take such action as is instructed so to restrict or limit 
the yield on such investment in accordance with the specific instructions contained in such 
certificate.
Section 7.7.
Other Tax Covenants.  In consideration of the acceptance and 
execution of the Purchase Agreement by the Trustee and the purchase by the Owners of the 2026 
Obligations, from time to time, and in consideration of retaining the exclusion of interest on the 
2026 Obligations for federal income tax purposes, the City shall, from time to time, neither take nor 
fail to take any action, which action or failure to act is within its power and authority and would 
result in interest on the 2026 Obligations becoming subject to inclusion in gross income for federal

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income tax purposes under either laws existing on the date of execution of the Purchase Agreement 
or such laws as they may be modified or amended or tax laws later adopted.  The City shall comply 
with such requirement(s) and will take any such action(s) as are necessary to prevent interest on the 
2026 Obligations from becoming subject to inclusion in gross income for federal income tax 
purposes.  Such requirements may include but are not limited to making further specific covenants; 
making truthful certifications and representations and giving necessary assurances; complying with 
all representations, covenants and assurances contained in certificates or agreements required by 
any Special Counsel’s Opinion; to pay to the United States of America any required amounts 
representing rebates of arbitrage profits relating to the 2026 Obligations; filing forms, statements 
and supporting documents as may be required under the federal tax laws; limiting the term of and 
yield on investments made with moneys held pursuant to this Trust Agreement and limiting the use 
of the proceeds of the 2026 Obligations and property refinanced thereby.
ARTICLE VIII
THE TRUSTEE
Section 8.1.
Appointment of Trustee.  U.S. Bank Trust Company, National 
Association, a national banking association, is hereby appointed Trustee by the City for the purpose 
of executing and delivering the Purchase Agreement, as Seller, and receiving all moneys required 
to be deposited with the Trustee hereunder and allocate, use and apply the same as provided in this 
Trust Agreement.  The City covenants that it will maintain as Trustee a bank or trust company with 
a combined capital and surplus of at least Fifty Million Dollars ($50,000,000), and subject to 
supervision or examination by federal or State authority, so long as any 2026 Obligations are 
Outstanding.  If such bank or trust company publishes a report of condition at least annually pursuant 
to law or to the requirements of any supervising or examining authority above referred to then for 
the purpose of this Section 8.1 the combined capital and surplus of such bank or trust company shall 
be deemed to be its combined capital and surplus as set forth in its most recent report of condition 
so published.  The Trustee is hereby authorized to pay the 2026 Obligations when duly presented 
for payment at maturity and to cancel the 2026 Obligations upon payment thereof.  The Trustee 
shall keep accurate records of all funds administered by it and of the 2026 Obligations paid and 
discharged.
Section 8.2.
Liability of Trustee; Standard of Care.  Except with respect to its 
authority and power generally and authorization to execute this Trust Agreement, the recitals of 
facts, covenants and agreements contained herein and in the 2026 Obligations shall be taken as 
statements, covenants and agreements of the City, and the Trustee assumes no responsibility for the 
correctness of the same, or makes any representations as to the validity or sufficiency of this Trust 
Agreement or of the 2026 Obligations or shall incur any responsibility in respect thereof, other than 
in connection with the duties or obligations herein or in the 2026 Obligations assigned to or imposed 
upon it.  Prior to the occurrence of an Event of Default, or after the timely cure of an Event of 
Default, the Trustee shall perform only such duties as are specifically set forth in this Trust 
Agreement and no implied covenants or obligations shall be read into this Trust Agreement against 
the Trustee.  After the occurrence of an Event of Default, the Trustee shall exercise such of the rights 
and powers vested in it, and use the same degree of care and skill in such exercise, as a prudent 
person would exercise under the circumstances in the conduct of such person’s own affairs.

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Section 8.3.
Merger or Consolidation.  Any bank or company into which the 
Trustee may be merged or converted or with which it may be consolidated or any bank or company 
resulting from any merger, conversion or consolidation to which it shall be a party or any bank or 
company to which the Trustee may sell or transfer all or substantially all of its corporate trust 
business, provided that such company shall be eligible under Section 8.1 hereof, shall be the 
successor to the Trustee without the execution or filing of any paper or further act, anything herein 
to the contrary notwithstanding.
Section 8.4.
Protection and Rights of the Trustee.  
(a)
The Trustee shall be protected and shall incur no liability in acting or 
proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificates, 
statements, affidavit, voucher, bond, requisition or other paper or document which it shall in good 
faith believe to be genuine and to have been passed or signed by the proper board or person or to 
have been prepared and furnished pursuant to any of the provisions of this Trust Agreement, and 
the Trustee shall be under no duty to make any investigation or inquiry as to any statements 
contained or matters referred to in any such instrument, but may accept and rely upon the same as 
conclusive evidence of the truth and accuracy of such statements.  The Trustee shall not be bound 
to recognize any person as an Owner of any 2026 Obligation or to take any action at his request 
unless such 2026 Obligation shall be deposited with the Trustee and satisfactory evidence of the 
ownership of such 2026 Obligation shall be furnished to the Trustee.  The Trustee may consult with 
counsel, who may be counsel to the City, with regard to legal questions and the opinion of such 
counsel shall be full and complete authorization and protection in respect of any action taken or 
suffered by it hereunder in good faith in accordance therewith.
(b)
Whenever in the administration of its duties under this Trust Agreement, the 
Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or 
suffering any action hereunder, such matter (unless other evidence in respect thereof be herein 
specifically prescribed) shall be deemed to be conclusively proved and established by the certificate 
of the City Representative and such certificate shall be full warranty to the Trustee for any action 
taken or suffered under the provisions of this Trust Agreement upon the faith thereof, but in its 
discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such 
additional evidence as to it may seem reasonable.
(c)
The Trustee may become the Owner of the 2026 Obligations with the same 
rights it would have if it were not Trustee; may acquire and dispose of other bonds or evidence of 
indebtedness of the City with the same rights it would have if it were not the Trustee; and may act 
as a depository for and permit any of its officers or directors to act as a member of, or in any other 
capacity with respect to, any committee formed to protect the rights of Owners of the 2026 
Obligations, whether or not such committee shall represent the Owners of the majority in principal 
amount of the 2026 Obligations then Outstanding.
(d)
The recitals, statements and representations by the City contained in this 
Trust Agreement or in the 2026 Obligations shall be taken and construed as made by and on the part 
of the City and not by the Trustee, and the Trustee does not assume, and shall not have, any 
responsibility or obligation for the correctness of any thereof.

26
(e)
The Trustee may execute any of the trusts or powers hereof and perform the 
duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to 
advice of counsel concerning all matters of trust and its duty hereunder, and the Trustee shall not be 
answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with 
reasonable care.  The Trustee shall not be answerable for the exercise of any discretion or power 
under this Trust Agreement or for anything whatever in connection with the funds and accounts 
established hereunder, except only for its own willful misconduct or negligence.
(f)
No provision in this Trust Agreement shall require the Trustee to risk or 
expend its own funds or otherwise incur any financial liability (including, without limitation, any 
and all environmental liability) in the performance of any of its duties hereunder or in the exercise 
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of 
such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to 
it.
(g)
The Trustee shall not be accountable for the use or application by the City or 
any other party of any funds which the Trustee has released in accordance with the terms of this 
Trust Agreement.
(h)
The Trustee makes no representation or warranty, express or implied, as to 
the title, value, design, compliance with specifications or legal requirements, quality, durability, 
operation, condition, merchantability or fitness for any particular purpose or fitness for the use 
contemplated by the City of the Prior Project.  In no event shall the Trustee be liable for incidental, 
indirect, special or consequential damages in connection with or arising from the Purchase 
Agreement or this Trust Agreement for the existence, furnishing or use of the Prior Project.  The 
Trustee shall be under no obligation to effect or maintain insurance or to renew any policies of 
insurance or to inquire as to the sufficiency of any policies of insurance carried by the City.
(i)
Notwithstanding any provision in this Trust Agreement or the Purchase 
Agreement to the contrary, the Trustee shall not be required to take notice or be deemed to have 
notice of an Event of Default, except an Event of Default under Section 12(a)(i)(A) of the Purchase 
Agreement or an event of default under Section 12.2(a)(i) hereof, unless a Responsible Officer of 
the Trustee has actual notice thereof or is specifically notified in writing of such default by the City 
or the Owners of at least 25% in aggregate principal amount of the 2026 Obligations then 
Outstanding.  The Trustee shall have no duty or obligation to monitor or ascertain the City’s 
compliance with the terms, covenants or conditions of the Purchase Agreement or to ascertain or 
inquire as to the observance or performance of any covenants, conditions or agreements of the City 
except as set forth in this Trust Agreement. 
(j)
The Trustee shall have no responsibility or liability with respect to any 
information, statements or recitals in any offering memorandum or other disclosure material 
prepared or distributed with respect to the issuance of the 2026 Obligations.  The permissive right 
of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty and 
the Trustee shall not be answerable for other than its negligence or willful misconduct.  The Trustee 
shall not be required to give any bond or surety in respect of the execution of the said trusts and 
powers or otherwise in respect of the premises.  The Trustee shall not be liable to the parties hereto 
or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented

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by reason of force majeure.  The term “force majeure” means an occurrence that is beyond the 
control of the Trustee and could not have been avoided by exercising due care.  Force majeure shall 
include acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other 
similar occurrences.  
(k)
The Trustee shall not be liable with respect to any action taken or omitted to 
be taken by it in good faith in accordance with the direction of the Owners of not less than a majority 
in aggregate principal amount of the 2026 Obligations then Outstanding relating to the time, method 
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any 
trust or power conferred upon the Trustee, under this Trust Agreement.
(l)
Before taking any action under this Trust Agreement relating to an Event of 
Default or in connection with its duties under this Trust Agreement other than making payments of 
principal and interest on the 2026 Obligations as they become due, the Trustee may require that a 
reasonable satisfactory indemnity bond or other indemnity reasonably satisfactory to the Trustee be 
furnished for the reimbursement of all expenses to which it may be put and to protect it against all 
liability, including, but not limited to, any liability arising directly or indirectly under any federal, 
state or local statute, rule, law or ordinance related to the protection of the environment  or  
hazardous substances and except liability which is adjudicated to have resulted from its negligence 
or willful misconduct in connection with any action so taken.
(m)
The Trustee shall have the right to accept and act upon instructions, including 
funds transfer instructions (“Instructions”) given pursuant to the Purchase Agreement and this Trust 
Agreement and delivered using Electronic Means (“Electronic Means” shall mean the following 
communications methods: a portable document format (“pdf”) or other replicating image attached 
to an e-mail, facsimile transmission, secure electronic transmission containing applicable 
authorization codes, passwords and/or authentication keys issued by the Trustee, or another method 
or system specified by the Trustee as available for use in connection with its services hereunder); 
provided, however, that the City shall provide to the Trustee an incumbency certificate listing 
officers with the authority to provide such Instructions (“Authorized Officers”) and containing 
specimen signatures of such Authorized Officers, which incumbency certificate shall be amended 
by the City, whenever a person is to be added or deleted from the listing.  If the City elects to give 
the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon 
such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.  The 
City understands and agrees that the Trustee cannot determine the identity of the actual sender of 
such Instructions and that the Trustee shall conclusively presume that directions that purport to have 
been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have 
been sent by such Authorized Officer.  The City shall be responsible for ensuring that only 
Authorized Officers transmit such Instructions to the Trustee and that the City and all Authorized 
Officers are solely responsible to safeguard the use and confidentiality of applicable user and 
authorization codes, passwords and/or authentication keys upon receipt by the City.  The Trustee 
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s 
reliance upon and compliance with such Instructions notwithstanding such directions conflict or are 
inconsistent with a subsequent written instruction.  The City agrees: (i) to assume all risks arising 
out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation 
the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse 
by third parties; (ii) that it is fully informed of the protections and risks associated with the various

28
methods of transmitting Instructions to the Trustee and that there may be more secure methods of 
transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures 
(if any) to be followed in connection with its transmission of Instructions provide to it a 
commercially reasonable degree of protection in light of its particular needs and circumstances; and 
(iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the 
security procedures.
(n)
In acting or omitting to act pursuant to the Purchase Agreement or any other 
documents that the Trustee enters into in connection with this Trust Agreement or the Purchase 
Agreement, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to 
it under this Trust Agreement, including, but not limited to, this Article VIII and Section 11.3 
hereunder.  
Section 8.5.
Compensation of Trustee.  The City shall from time to time, as 
agreed upon between the City and the Trustee, pay to the Trustee reasonable compensation for its 
services, including an hourly rate based fee after an Event of Default and shall reimburse the Trustee 
for all its advances and expenditures, including but not limited to advances to, and reasonable fees 
and expenses of, independent appraisers, accountants, consultants, counsel, agents and attorneys-at-
law or other experts employed by it in the exercise and performance of its powers and duties 
hereunder.  When the Trustee incurs expenses or renders services after the occurrence of an Event 
of Default, such expenses and the compensation for such services are intended to constitute expenses 
of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, 
reorganization or other debtor relief law.
Section 8.6.
Removal of Trustee.  
(a)
The City (but only if no Event of Default has occurred and is continuing), or 
the Owners of a majority in aggregate principal amount of all 2026 Obligations Outstanding, by 
written directive given to the Trustee, upon 30 days’ prior notice and for any reason, may remove 
the Trustee and any successor thereto, but any such successor shall be a bank with trust powers or 
trust company having a combined capital (exclusive of borrowed capital) and surplus of at least 
Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or State 
authority.  If such bank or trust company publishes a report of condition at least annually, pursuant 
to law or the requirements of any supervising or examining authority above referred to, then, for the 
purposes of this Section 8.6, the combined capital and surplus of such bank or trust company shall 
be deemed to be its combined capital and surplus as set forth in its most recent report of condition 
so published.
(b)
The Trustee may at any time resign by giving written notice to the City.  Upon 
receiving such notice of resignation, the City shall promptly appoint a successor trustee by an 
instrument in writing; provided, however, that in the event that the City does not appoint a successor 
trustee within 30 days following the City’s sending notice of removal or its receipt of such notice of 
resignation, the resigning or removed Trustee may petition the appropriate court having jurisdiction 
to appoint a successor trustee.  Any resignation or removal of the Trustee and appointment of a 
successor trustee shall become effective upon acceptance of appointment by the successor trustee.  
The Trustee and the City shall execute any documents reasonably required to effect the transfer of 
rights and obligations of the Trustee to the successor trustee subject, however, to the terms and

29
conditions herein set forth, including, without limitation, the right of the predecessor Trustee to be 
paid and reimbursed in full for its reasonable charges and expenses (including reasonable fees and 
expenses of its counsel) and the indemnification under Sections 8.4 and 11.3 hereof.  Upon such 
acceptance, the successor trustee shall mail notice thereof to the 2026 Obligation Owners at their 
respective addresses set forth on the 2026 Obligations Register maintained pursuant to Section 2.13 
hereof.
Section 8.7.
Appointment of Agent.  The Trustee may appoint an agent or agents 
to exercise any of the powers, rights or remedies granted to the Trustee under this Trust Agreement, 
and to hold title to property or to take any other action which may be desirable or necessary.
Section 8.8.
Commingling.  The Trustee may commingle any of the funds held 
by it pursuant to this Trust Agreement in a separate fund or funds for investment purposes only; 
provided, however, that all funds and accounts held by the Trustee hereunder shall be accounted for 
separately notwithstanding such commingling by the Trustee.
Section 8.9.
Records.  The Trustee shall keep complete and accurate records of all 
moneys received and disbursed under this Trust Agreement, which shall be available for inspection 
by the City, or any of its agents, at any time during regular business hours.  The Trustee shall provide 
the City Representative with semiannual reports of funds transactions and balances.  
ARTICLE IX
MODIFICATION OR AMENDMENT OF AGREEMENTS
Section 9.1.
Amendments Permitted.  
(a)
This Trust Agreement and the rights and obligations of the Owners of the 
2026 Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, 
may be modified or amended at any time by a Supplemental Agreement which shall become 
effective when the written consent of the Owners of a majority in aggregate principal amount of the 
2026 Obligations then Outstanding, exclusive of 2026 Obligations disqualified as provided in 
Section 9.3 hereof, shall have been filed with the Trustee.  No such modification or amendment 
shall (1) extend or have the effect of extending the fixed maturity of any 2026 Obligations or 
reducing the interest rate with respect thereto or extending the time of payment of interest, or 
reducing the amount of principal thereof, without the prior written express consent of the Owner of 
each such affected 2026 Obligation, or (2) reduce or have the effect of reducing the percentage of 
the 2026 Obligations required for the affirmative vote or written consent to an amendment or 
modification of this Trust Agreement or the Purchase Agreement, or (3) modify any of the rights or 
obligations of the Trustee without its written assent thereto.  Any such Supplemental Agreement 
shall become effective as provided in Section 9.2 hereof.
(b)
This Trust Agreement and the rights and obligations of the Owners of the 
2026 Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, 
may be modified or amended at any time by a Supplemental Agreement, without the consent of any 
such Owners, but only (1) to add to the covenants and agreements of any party, other covenants to 
be observed, or to surrender any right or power herein reserved to the Trustee (for its own behalf)  
or the City, (2) to cure, correct or supplement any ambiguous or defective provision contained herein

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or therein, (3) to facilitate the execution and delivery of Additional Parity Obligations, (4) with 
respect to rating matters, or (5) in regard to questions arising hereunder or thereunder, as the parties 
hereto or thereto may deem necessary or desirable and which shall not materially adversely affect 
the interests of the Owners of the 2026 Obligations, as evidenced by a Special Counsel’s Opinion 
delivered pursuant to this Section 9.1.  Any such Supplemental Agreement shall become effective 
upon execution and delivery by the parties hereto or thereto as the case may be.  The Trustee shall 
be entitled to receive and shall be protected in relying upon a Special Counsel’s Opinion as 
conclusive evidence that any such Supplemental Agreement complies with this Section 9.1 and does 
not materially adversely affect the interests of the Owners of the 2026 Obligations.
Section 9.2.
Procedure for Amendment With Written Consent of Owners.  
(a)
This Trust Agreement and the Purchase Agreement may be amended by a 
Supplemental Agreement as provided in this Section 9.2 in the event the consent of the Owners of 
a majority in aggregate principal amount of the 2026 Obligations then Outstanding is required 
pursuant to Section 9.1 hereof.  A copy of such Supplemental Agreement, together with a request, 
prepared by the City, to such Owners for their consent thereto, shall be mailed by the Trustee to 
each Owner of a 2026 Obligation at his/her address as set forth on the 2026 Obligations Register 
maintained pursuant to Section 2.13 hereof, but failure to mail copies of such Supplemental 
Agreement and request shall not affect the validity of the Supplemental Agreement when assented 
to as in this Section 9.2 provided.
(b)
Such Supplemental Agreement shall not become effective unless there shall 
be filed with the Trustee the written consent of the Owners of a majority in aggregate principal 
amount of the 2026 Obligations then Outstanding (exclusive of 2026 Obligations disqualified as 
provided in Section 9.3 hereof) and a notice shall have been mailed as hereinafter in this Section 9.2 
provided.  The consent of an Owner of a 2026 Obligation shall be effective only if accompanied by 
proof of ownership of the 2026 Obligations for which such consent is given, which proof shall be 
such as is permitted by Section 2.12 hereof.  Any such consent shall be binding upon the Owner of 
the 2026 Obligation giving such consent and on any subsequent Owner (whether or not such 
subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving 
such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date 
when the notice hereinafter in this Section 9.2 provided for has been mailed.
(c)
After the Owners of the required percentage of the 2026 Obligations shall 
have filed their consents to such Supplemental Agreement, the Trustee shall mail a notice to the 
Owners of the 2026 Obligations in the manner hereinbefore provided in this Section 9.2 for the 
mailing of such Supplemental Agreement of the notice of adoption thereof, stating in substance that 
such Supplemental Agreement has been consented to by the Owners of the required percentage of 
the 2026 Obligations and will be effective as provided in this Section 9.2 (but failure to mail copies 
of said notice shall not affect the validity of such Supplemental Agreement or consents thereto).  A 
record, consisting of the papers required by this Section to be filed with the Trustee, shall be 
conclusive proof of the matters therein stated.  Such Supplemental Agreement shall become 
effective upon the mailing of such last-mentioned notice, and such Supplemental Agreement shall 
be deemed conclusively binding upon the parties hereto and the Owners of all of the 2026 
Obligations at the expiration of 60 days after such filing, except in the event of a final decree of a

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court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding 
for such purpose commenced within such 60 day period.
Section 9.3.
Disqualified 2026 Obligations.  2026 Obligations owned or held by 
or for the account of the City or by any person directly or indirectly controlled by, or under direct 
or indirect common control with the City (except any 2026 Obligations held in any pension or 
retirement fund) shall not be deemed Outstanding for the purpose of any vote, consent, waiver or 
other action or any calculation of Outstanding 2026 Obligations provided for in this Trust 
Agreement, and shall not be entitled to vote upon, consent to, or take any other action provided for 
in this Trust Agreement; except that in determining whether the Trustee shall be protected in relying 
upon any such approval or consent of an Owner, only 2026 Obligations which a Responsible Officer 
of the Trustee actually knows to be owned or held by or for the account of the City or by any person 
directly or indirectly controlled by, or under direct or indirect common control with the City (except 
any 2026 Obligations held in any pension or retirement fund) shall be disregarded unless all 2026 
Obligations  are owned or held by or for the account of the City or by any person directly or 
indirectly controlled by, or under direct or indirect common control with the City, in which case 
such 2026 Obligations shall be considered Outstanding for the purpose of such determination.  
Section 9.4.
Effect of Supplemental Agreement.  From and after the time any 
Supplemental Agreement becomes effective pursuant to this Article IX, this Trust Agreement or the 
Purchase Agreement, as the case may be, shall be deemed to be modified and amended in accordance 
therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners 
of 2026 Obligations Outstanding, as the case may be, shall thereafter be determined, exercised and 
enforced hereunder subject in all respects to such modification and amendment, and all the terms 
and conditions of any Supplemental Agreement shall be deemed to be part of the terms and 
conditions of this Trust Agreement or the Purchase Agreement, as the case may be, for any and all 
purposes.  The Trustee may require each Owner, before his consent provided for in this Article IX 
shall be deemed effective, to disclose whether the 2026 Obligations as to which such consent is 
given are disqualified as provided in Section 9.3 hereof, and the Trustee shall be fully protected in 
relying upon such disclosure without obligation to make independent investigation.
Section 9.5.
Endorsement or Replacement of 2026 Obligations Delivered 
After Amendments.  The City may determine that 2026 Obligations delivered after the effective 
date of any action taken as provided in this Article IX shall bear a notation, by endorsement or 
otherwise, in form approved by the Trustee, as to such action.  In that case, upon demand of the 
Owner of any 2026 Obligation Outstanding at such effective date and presentation of his 2026 
Obligation for the purpose at the office of the Trustee, a suitable notation shall be made on such 
2026 Obligation.  The City may determine that the delivery of substitute 2026 Obligations, so 
modified as in the opinion of the Trustee is necessary to conform to such Owners’ action, which 
substitute 2026 Obligations shall thereupon be prepared, executed and delivered.  In that case, upon 
demand of the Owner of any 2026 Obligations then Outstanding, such substitute 2026 Obligation 
shall be exchanged at the Designated Office, without cost to such Owner, for a 2026 Obligation of 
the same character then Outstanding, upon surrender of such Outstanding 2026 Obligation.
Section 9.6.
Amendatory Endorsement of 2026 Obligations.  The provisions of 
this Article IX shall not prevent any Owner from accepting any amendment as to the particular 2026 
Obligations held by him, provided that proper notation thereof is made on such 2026 Obligations.

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ARTICLE X
COVENANTS, NOTICES
Section 10.1. Compliance With and Enforcement of Purchase Agreement.  The 
City shall perform all obligations and duties imposed on it under the Purchase Agreement and shall 
not do or permit anything to be done, or omit or refrain from doing anything, in any case where any 
such act done or permitted to be done, or any such omission of or refraining from action, would or 
might be an Event of Default.  The City, immediately upon receiving or giving any notice, 
communication or other document in any way relating to or affecting such action will deliver the 
same, or a copy thereof, to the Trustee.
Section 10.2. Observance of Laws and Regulations.  The City shall well and truly 
keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed 
on it by contract, or prescribed by any law of the United States of America, or of the State, or by 
any officer, board or commission having jurisdiction or control, as a condition of the continued 
enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the 
City, including its right to exist and carry on business as a political subdivision, to the end that such 
rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, 
forfeited or in any manner impaired.
Section 10.3. Further Assurances.  The Trustee and the City, at the expense, and 
upon the reasonable request, of the City, will make, execute and deliver any and all such further 
resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the 
intention or to facilitate the performance of this Trust Agreement and the Purchase Agreement, and 
for the better assuring and confirming unto the Owners of the 2026 Obligations the rights and 
benefits provided herein.
Section 10.4. Notification to the City of Failure to Make Payments.  The Trustee 
shall notify the City of any failure by the City to make any Payment or other payment required under 
the Purchase Agreement to be made to the Trustee, in writing and within one (1) Business Day of 
any such failure.  Such notice shall not be a prerequisite for the occurrence of an Event of Default 
hereunder or under the Purchase Agreement.
Section 10.5. Business Days.  Except as otherwise required herein, if this Trust 
Agreement or the Purchase Agreement require any party to act on a specific day and such day is not 
a Business Day, such party need not perform such act until the next succeeding Business Day, and 
such act shall be deemed to have been performed on the day required.
ARTICLE XI
LIMITATION OF LIABILITY
Section 11.1. Limited Liability of the City.  Except for the payment of Payments 
from Excise Taxes when due in accordance with the Purchase Agreement and the performance of 
the other covenants and agreements of the City contained in the Purchase Agreement, the City shall 
have no pecuniary obligation or liability to any of the other parties or to the Owners of the 2026 
Obligations with respect to this Trust Agreement, or the terms, execution, delivery or transfer of the 
2026 Obligations, or the distribution of Payments to the Owners by the Trustee.

33
Section 11.2. No Liability of the City for Trustee Performance.  The City shall 
have no obligation or liability to any of the other parties or to the Owners of the 2026 Obligations 
with respect to the performance by the Trustee of any duty imposed upon it under this Trust 
Agreement.
Section 11.3. Indemnification of the Trustee.  To the extent permitted by law, the 
City shall indemnify and save the Trustee and its officers, directors, agents and employees harmless 
for, from and against all claims, losses, costs, expenses, liability and damages, including legal fees 
and expenses, arising out of:  (a) the use, maintenance, condition or management of, or from any 
work or thing done on, the Prior Project, or the site of the Prior Project, or any portion thereof or 
interest therein, by the City; (b) any breach or default on the part of the City in the performance of 
any of its obligations under this Trust Agreement and any other agreement made and entered into 
for purposes of the Prior Project or any interest therein; (c) any act of negligence of the City or of 
any of its agents, contractors, servants, employees or licensees with respect to the Prior Project; 
(d) any act of negligence of any assignee of, or purchaser from, the City or of any of its or their 
agents, contractors, servants, employees or licensees with respect to the Prior Project; (e)  the 
refinancing of a portion of the costs of the Prior Project or any interest therein; (f) the actions of any 
other party, including but not limited to the operation or use of the Prior Project or the site of the 
Prior Project, or interest therein, by the City; (g) the ownership of the Prior Project, or the site of the 
Prior Project, or interest therein; (h) this Trust Agreement and the Purchase Agreement, including 
the Trustee’s exercise and performance of its powers and duties hereunder; or (i) any untrue 
statement or alleged untrue statement of any material fact or omission or alleged omission to state a 
material fact necessary to make the statements made, in light of the circumstances under which they 
were made, not misleading in any official statement or other offering circular utilized in connection 
with the sale of the 2026 Obligations, including the costs and expenses of defending itself against 
any claim of liability arising under this Trust Agreement.  No indemnification will be made under 
this Section 11.3 or elsewhere in this Trust Agreement for willful misconduct or negligence under 
this Trust Agreement by the Trustee, or by its officers, agents, employees, successors or assigns.  
The City’s obligations hereunder for indemnification under this Section shall remain valid and 
binding notwithstanding, and shall survive, the maturity and payment of the 2026 Obligations or 
resignation or removal of the Trustee or the termination of this Trust Agreement.  The Trustee, 
promptly after determining that any event or condition which requires or may require 
indemnification by the City hereunder exists or may exist, or after receipt of notice of the 
commencement of any action in respect of which indemnity may be sought hereunder, shall notify 
the City in writing of such circumstances or action (the “Notification”).  Upon giving of the 
Notification, the Trustee shall cooperate fully with the City in order that the City may defend, 
compromise or settle any such matters or actions which may result in payment by the City hereunder.  
The City shall give the Trustee notice of its election within 15 days after receiving the Notification 
whether the City, at its sole cost and expense, shall represent and defend the Trustee in any claim or 
action which may result in a request for indemnification hereunder.  If the City timely gives the 
notice that it will represent and defend the Trustee thereafter, the Trustee shall not settle or 
compromise or otherwise interfere with the defense or undertakings of the City hereunder. The City 
shall not settle or compromise any claim or action against the Trustee without the written approval 
of the Trustee, except to the extent that the City shall pay all losses and the Trustee shall be fully 
released from such claim or action.  If the City either fails to timely give its notice or notifies the 
Trustee that the City will not represent and defend the Trustee, the Trustee may defend, settle, 
compromise or admit liability as it shall determine in the reasonable exercise of its discretion and

34
shall still be entitled to full indemnity from the City in accordance with this Section 11.3.  In the 
event the City is required to and does indemnify the Trustee as herein provided, the rights of the 
City shall be subrogated to the rights of the Trustee to recover such losses or damages from any 
other person or entity.
Section 11.4. Opinion of Counsel.  Before being required to take any action, the 
Trustee may require an opinion of Independent Counsel acceptable to the Trustee, which opinion 
shall be made available to the other parties hereto upon request, which counsel may be counsel to 
any of the parties hereto, or a verified certificate of any party hereto, or both, concerning the 
proposed action.  If it does so in good faith, the Trustee shall be absolutely protected in relying 
thereon.
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 12.1. Seller’s Rights Held in Trust.  As provided herein, the Trustee holds 
in trust hereunder all of the Seller’s rights in and to the Purchase Agreement, including without 
limitation all of the Seller’s rights to exercise such rights and remedies conferred on the Seller 
pursuant to the Purchase Agreement as may be necessary or convenient to enforce payment of the 
Payments and any other amounts required to be deposited in the Payment Fund and enforcement of 
the pledge of Excise Taxes for the payment of the 2026 Obligations.
Section 12.2. Remedies Upon Default.  
(a)
Breach.  Upon:
(1)
the nonpayment of the whole or any part of any Payment at the time 
when the same is to be paid as provided herein or in the Purchase Agreement, 
(2)
the violation by the City of any other covenant or provision of the 
Purchase Agreement or this Trust Agreement, 
(3)
the occurrence of an event of default with respect to any Outstanding 
Parity Obligations other than the 2026 Obligations, or 
(4)
the insolvency or bankruptcy of the City as the same may be defined 
under any law of the United States of America or the State, or any voluntary or involuntary 
action of the City or others to take advantage of, or to impose, as the case may be, any law 
for the relief of debtors or creditors, including a petition for reorganization, 
then in each such case, an Event of Default shall have occurred under this Trust Agreement.
(b)
Opportunity to Cure.  If such default has not been cured:
(1)
in the case of nonpayment of any Payment under the Purchase 
Agreement, or the nonpayment of installment payments under any other Parity Obligations 
on their respective due dates,

35
(2)
in the case of the breach of any other covenant or provision of this 
Trust Agreement or the Purchase Agreement, within 60 days after notice in writing from the 
Trustee specifying such default, and
(3)
with respect to any other default with respect to Outstanding Parity 
Obligations other than the 2026 Obligations, upon the giving of applicable notice and 
passage of time required thereunder,
(c)
Remedies.  Then the Trustee may: 
(1)
take whatever action at law or in equity may appear necessary or 
desirable to collect the Payments and any other amounts payable by the City hereunder or 
under the Purchase Agreement, then due and thereafter to become due, or to enforce 
performance and observance of any pledge, obligation, agreement, or covenant of the City 
under this Trust Agreement or the Purchase Agreement, 
(2)
transfer to the City any remaining portions of the Prior Project or 
rights thereto still held by the Trustee, whether or not completed, and 
(3)
pursue any other remedy at law or in equity, including the remedy of 
specific performance.
The Trustee shall not be required to take any such actions unless it receives indemnity satisfactory 
to it and is directed by the Owners holding a majority in aggregate principal amount of the 2026 
Obligations.  Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or 
accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or 
composition affecting the 2026 Obligations or the rights of any Owner thereof, or to authorize the 
Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval 
of the Owners so affected.
(d)
No Acceleration. Notwithstanding anything herein or in the Purchase 
Agreement to the contrary, there shall be no right under any circumstances (i) to accelerate the 
maturities of the 2026 Obligations, or (ii) to declare any Payment not then past due or in default to 
be immediately due and payable.
Section 12.3. Application of Funds. If one or more Events of Default shall happen 
and be continuing, funds held by the Trustee in the accounts held by it hereunder (except for the 
Rebate Fund), and proceeds from the exercise of any remedies hereunder or under the Purchase 
Agreement after payment or reimbursement of the reasonable fees, expenses and advances incurred 
or made by the Trustee in connection therewith, including reasonable attorneys’ fees and expenses, 
shall be applied as follows:
(a)
Order of Payment:
First:  To the payment to the persons entitled thereto of all installments of 
interest then due on the 2026 Obligations in the order of the maturity of such 
installments, and, if the amount available shall not be sufficient to pay in full 
any installment or installments maturing on the same date, then to the

36
payment thereof ratably, according to the amounts due thereon to the persons 
entitled thereto, without any discrimination or preference; and
Second:  To the payment to the persons entitled thereto of the unpaid 
principal installments of any of the 2026 Obligations which shall have 
become due in the order of their due dates, and if the amounts available shall 
not be sufficient to pay in full the 2026 Obligations due on any date, then to 
the payment thereof ratably, according to the amounts of principal 
installments due on such date, to the persons entitled thereto, without any 
discrimination or preference; and
(b)
Default Payment Date.  Whenever moneys are to be applied pursuant to this 
Section 12.3, the Trustee shall fix the date (which shall be the first of a month unless the Trustee 
shall deem another date more suitable) upon which such application is to be made, and upon such 
date interest on the amounts of principal paid on such date shall cease to accrue.  The Trustee shall 
give or cause to be given notice of such payment, by first-class mail, to the Owner of the 2026 
Obligations at least eight days before such date.  The Trustee shall not be required to make payment 
to the Owner of any 2026 Obligation until such 2026 Obligation shall be presented to the Trustee 
for appropriate endorsement or for cancellation if fully paid.  Any surplus thereof shall be paid to 
the City as directed by the City Representative.
Section 12.4. Institution of Legal Proceedings.  If one or more Events of Default 
shall happen and be continuing, the Trustee in its discretion may, and upon the written request of 
the Owners of a majority in aggregate principal amount of the 2026 Obligations then Outstanding, 
and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights 
or the rights of the Owners of 2026 Obligations by a suit in equity or action at law for the specific 
performance of any covenant or agreement contained herein.
Section 12.5. Non-waiver.  Nothing in this Article XII or in any other provision of 
this Trust Agreement or in the 2026 Obligations shall affect or impair the obligation of the City to 
pay or prepay the Payments as provided in the Purchase Agreement, or affect or impair the right of 
action, which is absolute and unconditional, of the Owners to institute suit to enforce and collect 
such payment.  No delay or omission of the Trustee or of the Owner of the 2026 Obligations to 
exercise any right or power arising upon the happening of any Event of Default shall impair any 
such right or power or shall be construed to be a waiver of any such Event of Default or an 
acquiescence therein, and every power and remedy given by this Article XII to the Trustee or the 
Owner of the 2026 Obligations may be exercised from time to time and as often as shall be deemed 
expedient by the Trustee or the Owners.
Section 12.6. Power of Trustee to Control Proceedings.  In the event that the 
Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial 
proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon 
the request of the Owners of a majority in aggregate principal amount of the 2026 Obligations then 
Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the 
Owners of the 2026 Obligations, with respect to the continuance, discontinuance, withdrawal, 
compromise, settlement or other disposal of such action; provided, however, that the Trustee shall 
not discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at

37
law or in equity, without the consent of the Owners of a majority in aggregate principal amount of 
the 2026 Obligations Outstanding.
Section 12.7. Limitation on Owners’ Right to Sue.  No Owner of any 2026 
Obligation issued hereunder shall have the right to institute any suit, action or proceeding at law or 
in equity, for any remedy under or upon this Trust Agreement, unless (a) such Owner shall have 
previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the 
Owners of at least a majority in aggregate principal amount of all the 2026 Obligations then 
Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore 
granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have 
tendered to the Trustee reasonable indemnity against the costs, expenses, and liabilities to be 
incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to 
comply with such request for a period of 60 days after such written request shall have been received 
by, and said tender of indemnity shall have been made to, the Trustee.  Such notification, request, 
tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions 
precedent to the exercise by any Owner of 2026 Obligations of any remedy hereunder; it being 
understood and intended that no one or more Owners of 2026 Obligations shall have any right in 
any manner whatever by his or their action to enforce any right under this Trust Agreement, except 
in the manner herein provided, and that all proceedings at law or in equity with respect to an Event 
of Default shall be instituted, had and maintained in the manner herein provided and for the equal 
benefit of all Owners of the Outstanding 2026 Obligations.  The right of any Owner of any 2026 
Obligations to receive payment of said Owner’s proportionate interest in the Payments as the same 
become due, or to institute suit for the enforcement of such payment, shall not be impaired or 
affected without the consent of such Owner, notwithstanding the foregoing provisions of this 
Section 12.7 or any other provision of this Trust Agreement.
ARTICLE XIII
MISCELLANEOUS
Section 13.1. Defeasance.  
(a)
If and when all Outstanding 2026 Obligations shall be paid and discharged in 
any one or more of the following ways:
(1)
Payment.  By paying or causing to be paid the principal of and interest 
with respect to all 2026 Obligations Outstanding, as and when the same become due and 
payable;
(2)
Cash Deposit.  By depositing with the Trustee or a Depository 
Trustee, in trust for such purpose, at or before maturity, money which, together with the 
amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid 
all 2026 Obligations Outstanding, including all principal and interest; or
(3)
Defeasance Obligations Deposit.  By depositing with the Trustee or a 
Depository Trustee, in trust for such purpose, any Defeasance Obligations in such amount 
as shall be certified to the Trustee and the City by a national firm of certified public 
accountants selected by the City, as being fully sufficient, together with the interest to accrue

38
thereon and moneys then on deposit in the Payment Fund, to pay and discharge or cause to 
be paid and discharged all 2026 Obligations (including all principal and interest) at their 
respective maturity dates, which deposit may be made in accordance with the provisions of 
Section 10 of the Purchase Agreement;
notwithstanding that any 2026 Obligations shall not have been surrendered for payment, all 
obligations of the Trustee and the City with respect to all Outstanding 2026 Obligations shall cease 
and terminate, except only the obligation of the Trustee to pay or cause to be paid, from funds 
deposited pursuant to paragraphs (b) or (c) of this Section 13.1 and paid to the Trustee by the 
Depository Trustee, to the Owners of the 2026 Obligations not so surrendered and paid all sums due 
with respect thereto, and in the event of deposits pursuant to paragraphs (b) or (c), the 2026 
Obligations shall continue to represent direct and proportionate interests of the Owners thereof in 
such funds.
(b)
Any funds held by the Trustee, at the time of one of the events described in 
paragraphs (a)(1) through (3) of this Section 13.1, which are not required for the payment to be 
made to Owners or for the payment of any other amounts due and payable by the City hereunder or 
under the Purchase Agreement, shall be paid over to the City.
(c)
Any 2026 Obligation or portion thereof in Authorized Denominations may 
be paid and discharged as provided in this Section 13.1; provided however, that if any such 2026 
Obligation or portion thereof will not mature within 60 days of the deposit referred to in paragraphs 
(a)(2) or (a)(3) of this Section 13.1, the Trustee shall give notice of such deposit by first class mail 
to the Owners.
(d)
After provision for the 2026 Obligations has been made under paragraph (c) 
of this Section 13.1, at the direction of the City, all or any part of the Defeasance Obligations held 
by the Trustee or the Depository Trustee may be liquidated and the proceeds therefrom together 
with all or any portion of the moneys held by the Trustee or the Depository Trustee may be used to 
acquire other Defeasance Obligations which the Trustee or the Depository Trustee shall hold 
provided that thereafter the moneys and Defeasance Obligations held by the Trustee or the 
Depository Trustee shall remain sufficient, as evidenced by a certificate of a national firm of 
certified public accountants, selected by the City, to pay and discharge all 2026 Obligations 
(including all principal and interest) at their respective maturity dates.
(e)
No Payment or 2026 Obligation may be so provided for and no liquidation or 
acquisition may be made if, as a result thereof, or of any other action in connection with which the 
provisions for payment of such Payment or 2026 Obligation is made, the interest payable on any 
2026 Obligation is thereby made includable in gross income for federal income tax purposes.  The 
Trustee, the Depository Trustee and the City may rely upon a Special Counsel’s Opinion (which 
opinion may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that the 
provisions of this paragraph will not be breached by so providing for the payment of any Payment 
or 2026 Obligation.
(f)
The Depository Trustee shall be any bank or trust company, which may be 
the Trustee, designated by the City, with a combined capital and surplus of at least Fifty Million 
Dollars ($50,000,000) and subject to supervision or examination by federal or State authority.

39
Section 13.2. Records.  The Trustee shall keep complete and accurate records of all 
moneys received and disbursed under this Trust Agreement, which shall be available for inspection 
by the City and any Owner, or the agent of any of them, at any time during regular business hours.
Section 13.3. Notices.  All written notices to be given under this Trust Agreement 
shall be given by mail or personal delivery to the party entitled thereto at its address set forth below, 
or at such address as the party may provide to the other party in writing from time to time.  Notice 
shall be effective upon deposit in the United States mail, postage prepaid or, in the case of personal 
delivery, upon delivery to the address set forth below:
If to the City:
City of Tempe, Arizona
Finance Department
31 East 5th Street
Tempe, Arizona 85281
Attention: Deputy City Manager/Chief Financial Officer
If to the Trustee: 
U.S. Bank Trust Company, National Association
1101 West Washington Street
Tempe, Arizona 85288
Attention: Global Corporate Trust
All notices, approvals, consents, requests and any communications to the Trustee hereunder must 
be in writing in English and must be in the form of a document that is signed manually or by way 
of an electronic signature (including electronic images of handwritten signatures and digital 
signatures provided by DocuSign, Orbit, Adobe Sign or any other electronic signature provider 
acceptable to the Trustee).  Electronic signatures believed by the Trustee to comply with the ESIGN 
ACT of 2000 or other applicable law shall be deemed original signatures for all purposes. If the City 
chooses to use electronic signatures to sign documents delivered to the Trustee, the City agrees to 
assume all risks arising out of its use of electronic signatures, including without limitation the risk 
of the Trustee acting on an unauthorized document and the risk of interception or misuse by third 
parties. Notwithstanding the foregoing, the City may in any instance and in its sole discretion require 
that an original document bearing a manual signature be delivered to the Trustee in lieu of, or in 
addition to, any document signed via electronic signature.
Section 13.4. Covenant as to Conflict of Interest; Other Statutory Restrictions.  
(a)
As required by the provisions of Section 38-511, Arizona Revised Statutes, 
notice is hereby given that the City may, within three years after its execution, cancel any contract, 
without penalty or further obligation, made by the City if any person significantly involved in 
initiating, negotiating, securing, drafting or creating the contract on behalf of the City is, at any time 
while the contract or any extension of the contract is in effect, an employee or agent of any other 
party to the contract in any capacity or a consultant to any other party of the contract with respect 
to the subject matter of the contract.  The cancellation shall be effective when written notice is 
received by all other parties to the contract unless the notice specifies a later time.  The Trustee 
covenants not to employ as an employee, an agent or, with respect to the subject matter of this Trust 
Agreement, a consultant, any person significantly involved in initiating, negotiating, securing, 
drafting or creating this Trust Agreement on behalf of the City within three years from the execution

40
of this Trust Agreement, unless a waiver of Section 38-511, Arizona Revised Statutes, is provided 
by the City.  No basis exists for the City to cancel this Trust Agreement pursuant to Section 38-511, 
Arizona Revised Statutes, as of the date hereof.
(b)
To the extent applicable under Section 41-4401, Arizona Revised Statutes, 
the Trustee shall comply with all federal immigration laws and regulations that relate to its 
employees and its compliance with the “e-verify” requirements under Section 23-214(A), Arizona 
Revised Statutes.  The breach by the Trustee of the foregoing shall be deemed a material breach of 
this Trust Agreement and may result in the termination of the services of the Trustee.  The City 
retains the legal right to randomly inspect the papers and records of the Trustee to ensure that the 
Trustee is complying with the above-mentioned warranty.  The Trustee shall keep such papers and 
records open for random inspection during normal business hours by the Trustee.  The Trustee shall 
cooperate with the random inspections by the City including granting the City entry rights onto its 
property to perform such random inspections and waiving its respective rights to keep such papers 
and records confidential.
(c)
To the extent applicable under Section 35-393, et seq., Arizona Revised 
Statutes, the Trustee hereby certifies it is not currently engaged in, and for the duration of this Trust 
Agreement shall not engage in, a boycott of Israel.  The term “boycott” has the meaning set forth in 
Section 35-393, Arizona Revised Statutes.  If the City determines that the Trustee’s certification 
above is false or that it has breached such agreement, the City may impose remedies as provided by 
law.
(d)
To the extent applicable under Section 35-394, Arizona Revised Statutes, the 
Trustee hereby certifies it does not currently, and for the duration of this Trust Agreement shall not 
use: (i) the forced labor of ethnic Uyghurs in the People’s Republic of China, (ii) any goods or 
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China, and (iii) 
any contractors, subcontractors or suppliers that use the forced labor or any goods or services 
produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.  The foregoing 
certification is made to the best knowledge of the Trustee without any current independent 
investigation or without any future independent investigation for the duration of this Trust 
Agreement.  If the Trustee becomes aware during the duration of this Trust Agreement that it is not 
in compliance with such certification, the Trustee shall take such actions as provided by law, 
including providing the required notice to the City.  If the City determines that the Trustee is not in 
compliance with the foregoing certification and has not taken remedial action, the City shall 
terminate the Trustee’s role as the Trustee hereunder pursuant to Article VIII hereof.
Section 13.5. Governing Law.  This Trust Agreement shall be construed and 
governed in accordance with the laws of the State.
Section 13.6. Binding Effect and Successors.  This Trust Agreement shall be 
binding upon and inure to the benefit of the parties and their respective successors and assigns.  
Whenever in this Trust Agreement either the City or the Trustee is named or referred to, such 
reference shall be deemed to include successors or assigns thereof, and all the covenants and 
agreements in this Trust Agreement contained by or on behalf of the City or the Trustee shall bind 
and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

41
Section 13.7. Execution in Counterparts.  This Trust Agreement may be executed 
in several counterparts, each of which shall be an original and all of which shall constitute but one 
and the same Trust Agreement.
Section 13.8. Destruction of Cancelled 2026 Obligations.  Whenever in this Trust 
Agreement provision is made for the surrender to or cancellation by the Trustee and the delivery to 
the City of the 2026 Obligations, the Trustee may, upon the request of the City Representative, in 
lieu of such cancellation and delivery, destroy such 2026 Obligations and deliver a certificate of 
such destruction to the City.
Section 13.9. Headings.  The headings or titles of the several Articles and Sections 
hereof, and any table of contents appended to copies hereof, shall be solely for convenience of 
reference and shall not affect the meaning, construction or effect of this Trust Agreement.  All 
references herein to “Articles”, “Sections”, and other subdivisions are to the corresponding Articles, 
Sections or subdivisions of this Trust Agreement; and the words “herein”, “hereof”, “hereunder” 
and other words of similar import refer to this Trust Agreement as a whole and not to any particular 
Article, Section or subdivision hereof.
Section 13.10.Parties Interested Herein.  Nothing in this Trust Agreement or the 
2026 Obligations, expressed or implied, is intended or shall be construed to confer upon, or to give 
or grant to, any person or entity, other than the City, the Trustee, the Registrar, the Paying Agent 
and the Owners of the 2026 Obligations, any legal or equitable right, remedy or claim under or by 
reason of this Trust Agreement or any covenant, condition or stipulation hereof, and all covenants, 
stipulations, provisions and agreements in this Trust Agreement contained by and on behalf of the 
City shall be for the sole and exclusive benefit of the City, the Trustee, the Registrar, the Paying 
Agent and the Owners of the 2026 Obligations.  The Registrar and the Paying Agent shall be third-
party beneficiaries of the provisions hereof which grant rights to them.
Section 13.11.Waiver of Notice.  Whenever in this Trust Agreement the giving of 
notice by mail or otherwise is required, the giving of such notice may be waived in writing by the 
person entitled to receive such notice and in any case the giving or receipt of such notice shall not 
be a condition precedent to the validity of any action taken in reliance upon such waiver.
Section 13.12.Severability of Invalid Provisions.  In case any one or more of the 
provisions contained in this Trust Agreement or in the 2026 Obligations shall for any reason be held 
to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or 
unenforceability shall not affect any other provision of this Trust Agreement, and this Trust 
Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been 
contained herein.  The parties hereto hereby declare that they would have entered into this Trust 
Agreement and each and every other section, paragraph, sentence, clause or phrase hereof and 
authorized the delivery of the 2026 Obligations pursuant thereto irrespective of the fact that any one 
or more sections, paragraphs, sentences, clauses or phrases of this Trust Agreement may be held 
illegal, invalid or unenforceable.
[Signature page follows.]

[Signature page to Trust Agreement]
IN WITNESS WHEREOF, the parties have executed this Trust Agreement as of 
the day and year first above written.
U.S. BANK TRUST COMPANY, NATIONAL 
ASSOCIATION, as Trustee
By...............................................................................
      Authorized Representative
CITY OF TEMPE, ARIZONA
By...............................................................................
      Corey D. Woods, Mayor
ATTEST:
..................................................................
Kara A. DeArrastia, City Clerk
APPROVED AS TO FORM:
......................................................................
Eric C. Anderson, City Attorney

A-1
EXHIBIT A
(Form of 2026 Obligations)
Number:  ..........
Denomination:  $....................
Unless this 2026 Obligation is presented by an authorized representative of The Depository Trust Company, a New York 
corporation (“DTC”), to the Trustee, as registrar (or any successor registrar) for registration of transfer, exchange, or 
payment, and any 2026 Obligation issued is registered in the name of Cede & Co. or in such other name as is requested by an 
authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an 
authorized representative of DTC), any transfer, pledge, or other use hereof for value or otherwise by or to any person is 
wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
EXCISE TAX REVENUE REFUNDING OBLIGATION
SERIES 2026
Evidencing a Proportionate Interest of the Owner
Hereof in Purchase Price Payments to be Made by
THE CITY OF TEMPE, ARIZONA
to
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Interest
Rate
Maturity
Date
Dated
Date
CUSIP
...........%
July 1, 20....
June __, 2026
87971H ......
Registered Owner:  CEDE & CO.
Principal Amount:  ........................................................................................................... DOLLARS
THIS IS TO CERTIFY THAT the registered owner identified above, or registered 
assigns, as the registered owner of this Excise Tax Revenue Refunding Obligation, Series 2026 (this 
“2026 Obligation” and the series of which it is a part, the “2026 Obligations”) is the owner of an 
undivided proportionate interest in the right to receive certain Payments under and defined in that 
certain Purchase Agreement, dated as of June 1, 2026 (the “Purchase Agreement”), by and between 
U.S. Bank Trust Company, National Association, a national banking association (the “Trustee”), 
and the City of Tempe, Arizona, a municipal corporation and a political subdivision existing under 
the laws of the State of Arizona (the “City”), which Payments and other rights and interests under 
the Purchase Agreement are held by the Trustee in trust under a Trust Agreement, dated as of June 
1, 2026 (the “Trust Agreement”), by and between the City and the Trustee.  The Trustee maintains 
a corporate trust office for payment and transfer of the 2026 Obligations (the “Designated Office”).

A-2
Payment Terms
The registered owner of this 2026 Obligation is entitled to receive, subject to the 
terms of the Purchase Agreement, on the maturity date set forth above, the principal amount set 
forth above (the “Principal”), representing a portion of the Payments designated as principal coming 
due and to receive semiannually on January 1 and July 1 of each year commencing ________ 1, 
20__ (the “Interest Payment Dates”), until payment in full of said portion of Principal, the registered 
owner’s proportionate share of the Payments designated as interest coming due (the “Interest”) 
during the period commencing on the last date on which Interest was paid and ending on the day 
prior to the Interest Payment Date or, if no Interest has been paid, from the Dated Date specified 
above.  Said Interest is the result of the multiplication of the Principal by the interest rate per annum 
set forth above.  Interest shall be calculated on the basis of a 360-day year composed of twelve (12) 
months of thirty (30) days each.  
Principal of and Interest on this 2026 Obligation are payable in lawful money of the 
United States of America.  Interest payments and Principal payments shall be received by Cede & 
Co., as nominee of DTC, or its registered assigns in same-day funds no later than 2:30 p.m. (Eastern 
Time) on each Interest Payment Date or Principal payment date in accordance with then existing 
arrangements between the City and DTC.
The “Regular Record Date” for this 2026 Obligation will be the close of business of 
the registrar on the fifteenth day of the month preceding an Interest Payment Date, or if such date is 
a Saturday, Sunday or legal holiday, the previous business day.
Limitation on Trustee’s Responsibility
The Trustee has no obligation or liability to the registered owners of the 2026 
Obligations for the payment of Interest or Principal pertaining to the 2026 Obligations.  The 
Trustee’s sole obligations are to administer, for the benefit of the registered owners of the 2026 
Obligations, the various funds and accounts established pursuant to the Trust Agreement.
The recitals, statements and representations made in this 2026 Obligation shall be 
taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee 
does not assume, and shall not have, any responsibility or obligation for the correctness of any 
thereof.
Authorization
This 2026 Obligation has been executed and delivered by the Trustee pursuant to the 
terms of the Trust Agreement.  The City is authorized to enter into the Purchase Agreement and the 
Trust Agreement under the laws of the State of Arizona and by resolution of the Mayor and Council 
of the City adopted April 30, 2026.  Reference is hereby made to the Purchase Agreement and the 
Trust Agreement (copies of which are on file at the Designated Office) for further definitions, a 
description of the terms on which the 2026 Obligations are delivered, the rights thereunder of the 
registered owners of the 2026 Obligations, the rights, duties and immunities of the Trustee and the 
rights and obligations of the City under the Purchase Agreement, to all of the provisions of which

A-3
Purchase Agreement and Trust Agreement the registered owner of this 2026 Obligation, by 
acceptance hereof, assents and agrees.
Payment from Excise Taxes
The 2026 Obligations are payable from Payments to be made by the City pursuant to 
the Purchase Agreement.  The City is required under the Purchase Agreement to make Payments 
from all unrestricted excise, transaction, franchise, privilege and business taxes, State-shared sales 
and income taxes, fees for licenses and permits and State revenue-sharing, now or hereafter validly 
imposed by the City or contributed, allocated and paid over to the City and not earmarked by the 
contributor for a contrary or inconsistent purpose (the “Excise Taxes”), which Payments are 
sufficient to pay, when due, the annual Principal and Interest due with respect to the 2026 
Obligations.  Excise Taxes include, without limitation, all fines and forfeitures but do not include 
the excise tax revenues collected and paid to the City under (a) the 0.50% transaction privilege 
(sales) and use tax approved by the voters of the City on September 10, 1996, the use of which is 
restricted to improvement and operation of the public transit system of the City, (b) the 0.10% 
transaction privilege (sales) and use tax approved by the voters of City on November 6, 2018, the 
use of which is restricted to fund arts and culture throughout City, (c) the 1.00% increase in the 
transient lodging tax on hotels approved by the voters of the City on September 10, 2002, the use of 
which is restricted to fund programs of the Tempe Convention and Visitor’s Bureau, or (d) any other 
similar tax restricted as to its use.
Pledge of Excise Taxes
The Payments due pursuant to the Purchase Agreement that secure the 2026 
Obligations are payable from a pledge of, and secured by a lien on, the Excise Taxes as are necessary 
for the prompt and punctual payment of the Payments, all as more fully described in, and provided 
by, the Purchase Agreement with respect to the pledge of Excise Taxes. The Payments are co-equal 
as to the pledge of and lien on all such Excise Taxes securing the payment thereof, and share ratably 
without any preference, priority or distinction as to the source or method of payment from Excise 
Taxes and security thereof.  The owner hereof shall never have the right to demand payment of this 
2026 Obligation or any Payments under the Purchase Agreement out of any funds other than said 
Excise Taxes pledged for payment thereof and such other funds as may be provided for under the 
Trust Agreement.  The rights of the owner hereof to payment from Excise Taxes are on a parity with 
the rights to payment from such Excise Taxes of the owners of the City of Tempe, Arizona Excise 
Tax Revenue Obligations, Taxable Series 2011B (Qualified Energy Conservation Bonds – Direct 
Pay), City of Tempe, Arizona Excise Tax Revenue and Revenue Refunding Obligations, Series 
2016, City of Tempe, Arizona Excise Tax Revenue Refunding Obligations, Series 2019, City of 
Tempe, Arizona Excise Tax Revenue Refunding Obligations,  Taxable Series 2021, City of Tempe, 
Arizona Excise Tax Revenue Refunding Obligations, Series 2024, City of Tempe, Arizona Excise 
Tax Revenue Obligations, Series 2025 and of any other obligations hereafter issued on a parity 
therewith pursuant to the Trust Agreement and the Purchase Agreement.  Such rights are senior to 
the rights to payment from Excise Taxes to the City of Tempe, Arizona Arts and Culture Tax 
Revenue Obligations, Series 2021.

A-4
Limited Pledge
The 2026 Obligations, the Purchase Agreement and the obligation of the City to 
make Payments thereunder do not represent or constitute a general obligation of the City, the State 
or any political subdivision thereof for which the City or the State or any political subdivision 
thereof is obligated to levy or pledge any form of taxation (other than the obligation of the City to 
levy the Excise Taxes) nor do the 2026 Obligations, the Purchase Agreement or the obligation to 
make Payments thereunder constitute an indebtedness of the City, the State or any of its political 
subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or 
otherwise.
This 2026 Obligation represents an interest in a limited obligation of the City (as 
described herein) and no Council member, officer or agent, as such, past, present or future, of the 
City shall be personally liable for the payment hereof.
Book-Entry-Only System
The 2026 Obligations are issuable only as fully registered 2026 Obligations in the 
denominations of $5,000 of principal or integral multiples thereof and, except as hereinafter 
provided, in printed or typewritten form, registered in the name of Cede & Co. as nominee of DTC, 
which shall be considered to be the registered owner for all purposes of the Trust Agreement, 
including, without limitation, payment of Principal, Interest and premium, if any, and receipt of 
notices and exercise of rights by registered owners.  There shall be a single 2026 Obligation for each 
maturity which shall be immobilized in the custody of DTC with the beneficial owners having no 
right to receive 2026 Obligations in the form of physical securities or certificates.  Ownership of 
beneficial interests in the 2026 Obligations shall be shown by book entry on the system maintained 
and operated by DTC and its participants, and transfers of ownership of beneficial interests shall be 
made only by DTC and its participants and by book entry, the City and the Trustee having no 
responsibility therefor.  DTC is expected to maintain records of the positions of participants in the 
2026 Obligations, and the participants and persons acting through participants are expected to 
maintain records of the purchasers of beneficial interests in the 2026 Obligations.  The 2026 
Obligations as such shall not be transferable or exchangeable, except as provided in the Trust 
Agreement.  As used herein, “Business Day” is a day of the year other than (a) a Saturday, a Sunday 
or legal holiday or equivalent (other than a moratorium), (b) a day on which banking institutions 
generally are required or authorized by law or other governmental action to be closed and (c) a day 
on which the New York Stock Exchange is closed.
Transfer
Book-Entry-Only System means, as to the 2026 Obligations, a system under which 
(i) physical 2026 Obligation certificates in fully registered form registered in the name of a securities 
depository (initially, DTC) or its nominee as owner, with the physical 2026 Obligation certificates 
held in the custody of, or on behalf of, DTC, and (ii) the ownership of beneficial interests in 2026 
Obligations and Principal of, premium, if any, and Interest thereon may be transferred only through 
a book entry made by others than the City or the Trustee.  The records maintained by entities other 
than the City or the Trustee constitute the written record that identifies the owners, and records the 
transfer, of beneficial interests in those 2026 Obligations and Principal of, premium, if any, and

A-5
Interest thereon.  So long as the Book-Entry-Only System is in effect, this 2026 Obligation shall not 
be transferred except to a successor securities depository.  If the Book-Entry-Only System is not in 
effect, this 2026 Obligation is transferable by the registered owner, in person or by its attorney duly 
authorized in writing, at the Designated Office of the Trustee, upon surrender of this 2026 Obligation 
to the Trustee for cancellation.  Upon the transfer, a new 2026 Obligation or 2026 Obligations in 
authorized denominations of the same aggregate principal amount will be issued to the transferee at 
the same office.  This 2026 Obligation may also be exchanged at the Designated Office of the 
Trustee for a new 2026 Obligation or 2026 Obligations in authorized denominations of the same 
aggregate principal amount without transfer to a new registered owner.  Exchanges and transfers 
will be without expense to the owner except for applicable taxes or other governmental charges, if 
any.  
The City and the Trustee may treat the registered owner as the absolute owner of this 
2026 Obligation for all purposes, notwithstanding any notice to the contrary.
The Trustee may require a registered owner, among other things, to furnish 
appropriate endorsements and transfer documents and to pay any taxes or governmental charges 
required by law in connection with the exchange or transfer.
Enforcement Pursuant to Trust Agreement
The registered owner of this 2026 Obligation shall have no right to enforce the 
provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce 
the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to 
institute, appear in or defend any suit or other proceedings with respect thereto, except as provided 
in the Trust Agreement.
No Acceleration
The 2026 Obligations are not subject to acceleration for any reason.
Amendments
To the extent and in the manner permitted by the terms of the Trust Agreement, the 
provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties 
thereto with the written consent of the owners of a majority in aggregate principal amount of the 
2026 Obligations then outstanding, and may be amended without such consent under certain 
circumstances but in no event such that the interests of the owners of the 2026 Obligations are 
adversely affected, provided that no such amendment shall impair the right of any owner to receive 
in any case such owner’s proportionate share of any Payment thereof in accordance with such 
owner’s 2026 Obligation.
No Optional Redemption
The 2026 Obligations are not subject to call for redemption prior to maturity.

A-6
This 2026 Obligation shall not be entitled to any security or benefit under the Trust 
Agreement until executed by the Trustee.
IN WITNESS WHEREOF, this 2026 Obligation has been executed and delivered by 
the Trustee, acting pursuant to the Trust Agreement.
Date of Execution:  ......................................
U.S. BANK TRUST COMPANY, NATIONAL 
ASSOCIATION, as Trustee
By...............................................................................
     Authorized Representative

A-7
--------------------------------------------------------------------------------------------------------------------
The following abbreviations, when used in the inscription on the face of this 2026 Obligation, 
shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -
as tenants in common 
UNIF GIFT/TRANS MIN ACT 
TEN ENT -
as tenants by the entireties
                  Custodian                    
JT TEN - 
as joint tenants with right of
(Cust)
(Minor)
survivorship and not as tenants in
under Uniform Gifts/Transfers
common
to Minors Act
___________________________
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 
Insert Social Security or Other
Identifying Number of Transferee
________________________________
________________________________
_____________________________________________________________________________________
(Please Print or Typewrite Name and Address of Transferee) 
the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints 
_____________________, attorney to transfer the within certificate on the books kept for registration thereof, 
with full power of substitution in the premises.
Dated________________
____________________________________
Note:  The signature(s) on this assignment must
correspond with the name(s) as written on the
face of the within registered certificate in every
particular without alteration or enlargement or 
any change whatsoever.
Signature Guaranteed:
_________________________________
The signature(s) should be guaranteed by an
eligible guarantor institution pursuant to 
Securities and Exchange Commission 
Rule 17Ad-15

B-1
EXHIBIT B
FORM OF DISBURSEMENT CERTIFICATE
CITY OF TEMPE, ARIZONA
EXCISE TAX REVENUE REFUNDING OBLIGATIONS
SERIES 2026
The City of Tempe, Arizona (the “City”) hereby requests U.S. Bank Trust Company, 
National Association, as trustee (the “Trustee”), under that certain Trust Agreement, dated as of 
June 1, 2026, by and between the City and the Trustee, relating to the captioned Obligations, to pay 
to the persons listed below, the amounts shown for the purposes indicated from the Costs of Issuance 
Fund.
Payee Name
Amount
The City hereby certifies that each item in the amount set forth above is a proper charge 
against the Cost of Issuance Fund and no part of such payment shall be applied to any item which 
has previously been paid as a Delivery Cost of the Obligations.
Dated: ...................., 20....
....................................................................................
City Representative
Please forward payment to Payees at the addresses provided in their respective invoices.