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Executim Copy

FISCAL AGENT AGREEMENT

This FISCAL AGENT AGREEMENT (the "Agreement") is made and entered into as of September 14, 2017 by and between the SANTA CLARA VALLEY TRANSPORTATION AUTHORITY ("VTA") and U.S. BANK NATIONAL ASSOCIATION, as Fiscal Agent (the "Fiscal Agent").

WHEREAS, VTA and Western Alliance Business Trust, a wholly owned affiliate of Western Alliance Bank, an Arizona corporation (together with its successors and assigns, the "Lender"), have entered into that certain Loan Agreement, dated as of September 14, 2017 (the "Loan Agreement"; capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement); and

WHEREAS, pursuant to Section 44 of the Loan Agreement, VTA has designated U.S. Bank National Association as Fiscal Agent and this Agreement sets out the terms of the Fiscal Agent's appointment by VTA and acceptance by the Fiscal Agent;

NOW, THEREFORE, VTA and the Fiscal Agent hereby agree as follows:

1. The Fiscal Agent accepts the duties and obligations of the Fiscal Agent hereunder, including receiving all Revenue and other moneys which VT A may from time to time deposit hereunder pursuant to the Loan Agreement.

2. The Fiscal Agent shall notify VT A in writing at least two Business Days prior to each Payment Date of the amount VT A owes on such Payment Date and VT A shall confirm with the Fiscal Agent whether it agrees with the amount so calculated by the Fiscal Agent, and, if directed by VTA in writing and to the extent of funds held by it as Fiscal Agent hereunder, the Fiscal Agent shall make wire transfers of funds in payment of principal and interest due on the Loan in accordance with written payment instructions provided by VTA to the Fiscal Agent. The Fiscal Agent may record in its record keeping systems that the initial registered owner of the Note is the Lender. The Fiscal Agent shall record the amount (rounded to the nearest $1.00) of each Advance under the Loan Agreement received by the Fiscal Agent from the Lender and deposited by the Fiscal Agent to the Project Fund. With the exception of the initial Advance, all Advances so deposited by the Fiscal Agent to the Project Fund shall be forthwith transferred to VT A's account held at Union Bank, at [insert wire address].

or to such other account as VTA may direct the Fiscal Agent in writing, from time to time.

3. The Fiscal Agent shall establish and maintain, on behalf of VTA, the following funds and accounts referenced in the Loan Agreement:

(a) the Toll Revenue Fund;

(b) the Operation and Maintenance Fund;

28679757 .5

( c) the Project Fund, and within the Project Fund, the Insurance and Condemnation Proceeds Account, the Costs of Issuance Account and the Capitalized Interest Account;

( d) the Rebate Fund;

( e) the Obligations Fund;

(f) the Interest Account within the Obligations Fund;

(g) the Principal Account within the Obligations Fund;

(h) the Reserve Fund;

(i) the Repair and Rehabilitation Fund;

(j) the Prepayment Fund;

(k) the Rate Stabilization Fund; and

(1) the Surplus Fund.

Upon VTA's written direction, the Fiscal Agent shall establish and maintain additional temporary funds or accounts or sub-accounts for the purposes specified in the Loan Agreement. The Fiscal Agent shall deposit and transfer amounts in each such fund and account pursuant to VT A's written direction.

4. The Fiscal Agent will invest moneys deposited with it in accordance with the provisions of Section 8 of the Loan Agreement solely upon the written direction ofVTA in Permitted Investments. In the absence of written direction, the Fiscal Agent shall hold moneys uninvested. VT A acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant VT A the right to receive brokerage confirmations for securities transactions as they occur, VT A specifically waives receipt of such confirmations, to the extent permitted by law. The Fiscal Agent will furnish VTA with a monthly account statement for each of the funds and accounts established by the Fiscal Agent under this Agreement which shall include detail for all investment transactions made by the Fiscal Agent under this Agreement. The Fiscal Agent may conclusively rely upon any written direction of VTA as a certification to the Fiscal Agent that such investments are Permitted Investments for VT A.

The Fiscal Agent shall not be liable for any loss from the investment of moneys made by the Fiscal Agent hereunder.

5. The Fiscal Agent shall have no duties or obligations other than those specifically set forth herein and no implied duties or obligations shall be read into this Agreement or the Loan Agreement against the Fiscal Agent.

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6. The Fiscal Agent shall have no duty or obligation to make any payment on the Loan unless VTA shall have deposited sufficient funds to pay all such amounts with the Fiscal Agent.

7. The Fiscal Agent shall not be liable under this Agreement except to the extent of its gross negligence or willful misconduct. The Fiscal Agent shall not be liable for any error in judgment made by it in good faith. The Fiscal Agent shall not be liable for any indirect, special or consequential damages of any kind.

8. No provision of this Agreement or the Loan Agreement shall require the Fiscal Agent to risk, expend or advance its own funds in the performance of its duties as Fiscal Agent, or in the exercise of any of its rights or powers.

9. The Fiscal Agent may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Fiscal Agent by or on behalf of VT A. The Fiscal Agent may consult with legal counsel and the opinion or advice or such legal counsel shall be full protection and authorization for any action taken or not taken by the Fiscal Agent in reliance upon the opinion or advice of such legal counsel. The Fiscal Agent may perform any of its duties under this Agreement directly or through its agents or attorneys and shall not be responsible for the actions of such agents or attorneys if such agents or attorneys were appointed by it with reasonable care.

10. VTA will compensate the Fiscal Agent for its services in accordance with the schedule of fees of the Fiscal Agent provided to VTA, as such schedule of fees may be revised in writing from time to time between VTA and the Fiscal Agent, upon receipt of an invoice from the Fiscal Agent. VTA agrees to indenmify and hold the Fiscal Agent harmless from and against any loss, liability, claim, expense of any kind whatsoever, including, without limitation fees and expenses of legal counsel to the Fiscal Agent related to or arising from the acceptance of and performance by the Fiscal Agent of its duties under this Agreement. The obligations of VTA under this section shall survive the termination of this Agreement or payment in full of the Loan.

11. This Agreement may be amended only by an agreement in writing signed by VT A and the Fiscal Agent.

12. This Agreement constitutes the entire agreement between VTA and the Fiscal Agent relative to U.S. Bank National Association acting as Fiscal Agent hereunder. The Fiscal Agent may resign as fiscal agent by providing thirty days' written notice to VT A. VTA may appoint a successor fiscal agent in writing, and upon the acceptance of such appointment in writing by such successor fiscal agent provided to the Fiscal Agent to VTA, the Fiscal Agent shall, after payment of all unpaid fees and expenses of the Fiscal Agent, transfer all funds and investments held by the Fiscal Agent under this Agreement to the successor fiscal agent, and the Fiscal Agent shall have no further duties under this Agreement.

13. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

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14. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

15. Any request, demand, authorization, direction, notice, consent, waiver or other document or writing provided or permitted hereby to be given by or furnished to VTA or the Fiscal Agent shall be mailed or delivered to VT A or the Fiscal Agent, respectively at the addresses shown below, or such other address furnished in writing given by one party to the other with at least fifteen days' written notice, as follows:

Fiscal Agent:

U.S. Bank National Association Global Corporate Trust Services One California Street, Suite 1000 San Francisco, CA 94111

4

VTA:

Santa Clara Valley Transportation Authority 3331 N. First Street San Jose, CA 95134-1906

IN WITNESS WHEREOF, VTA and the Fiscal Agent have signed this Fiscal Agent Agreement as of the day and year set forth above.

SANTA CLARA VALLEY TRANSPORTATION AUTHORITY

28679757

U.S. BANK NATIONAL ASSOCIATION, as Fiscal Agent

By: Title:

S-1

IN WITNESS WHEREOF, VTA and the Fiscal Agent have signed this Fiscal Agent Agreement as of the day and year set forth above.


By: Title:

5

U.S. BANK NATIONAL ASSOCIATION, as Fis,--,,:,1 A n-o..-.+

By: Title:

Y.~anta Clara Valley Transportation

Authority

BOARD MEMORANDUM

Date: Current Meeting: Board Meeting:

TO: Santa Clara Valley Transportation Authority Board of Directors

THROUGH: General Manager, Nuria I. Fernandez

FROM:

SUBJECT:

Chief Financial Officer, Raj Srinath

Financing of Phase 2 SR 237 Express Lanes

August 31, 2017 September 7, 2017 September 7, 2017

Policy-Related Action: No Government Code Section 84308 Applies: Yes

Resolution No. 2017.09.29

ACTION ITEM

RECOMMENDATION:

Adopt a resolution (Attachment A) that approves the Loan Agreement and related documents that are on file with the Board Secretary and authorizes entry into a loan for a not to exceed principal amount of $24,000,000, (the "Loan") from Western Alliance Business Trust, a whollyowned affiliate of Western Alliance Bank ("Western Alliance"), to fund costs of the Silicon Valley Express Lanes Program SR 237, Phase 2 Project (the "Project").

BACKGROUND:

The proposed financing will provide the funding needed to complete the construction of Phase 2. Repayment of the Loan will be secured exclusively from a pledge of toll system revenues. As a result of the exclusive pledge of toll system revenues, repayment of this financing will not impact funding for transit operations or any other capital program.

The Phase 2 Express Lanes project will convert the remainder of the existing car pool lanes on SR 237 to express lanes operations - converting approximately four centerline lane-miles from North First Street to just short of US 101 in Sunnyvale (see map below). Delivery of the Phase 2 project will be a small yet significant step for VT A's Express Lanes Program and the Congestion Management Program.

CERTIFIED COPY

l331 North First Street Administration 4013· ~21 · S~,ss San Jose, CA 95134·1927 Customer Service '10fl-3.21-J300 Solutions that move you

SR 237 Express Lanes, Phases I & 2

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In December 2008, the Santa Clara Valley Transportation Authority (VTA) Board of Directors (Board) approved the Silicon Valley Express Lanes Program (the "SVEL Program'') to provide congestion relief through the implementation of a roadway pricing system that allows for the use of unused capacity in highway carpool Janes. The SVEL Program, as presently defined, consists of approximately 65 centerline miles of express Janes throughout Santa Clara County to be implemented in multiple phases. Phase 1 opened in March 2012 and converted the carpool connector ramps at the State Route 237/Interstate 880 interchange to express lanes operations, between Dixon Landing Road (on I-880) and North First Street (on SR-237).

The Phase I Express Lanes project had a relatively modest cost of$11.8 million and was primarily funded using Federal grants and local funds. The Phase 2 project has a higher projected cost of$33.9 million that includes a more robust communications system and videobased violation enforcement system. The Project development work for Phase 2 has been fully funded primarily from VTA local funds, federal grants and voluntary contributions from local agencies. In October 2016 the Board authorized the use of $4 million from the Vehicle Registration Fees (VRF) program to fund the Project. Additionally, $500,000 of toll revenues from Phase 1 have been budgeted in fiscal year 2018 to fund Phase 2 construction costs. The local funding commitment has reduced the loan size to an amount that can be repaid exclusively based on the pledge of toll system revenues.

DISCUSSION:

The proposed financing plan includes the $4 million of VRF funds, $500,000 from Phase 1 toll revenues, and up to $24 million from the Loan. The financing plan is designed to fully fund the remaining costs of the Phase 2 project, including providing financial capacity to fund additional

Page2 of4 CERTiFIED COPY

contingency costs if construction bids are higher than the engineers estimate or there are schedule delays to the opening for revenue service, or toll revenues are initially Jess than needed to operate the system and pay debt service. Given there are no other revenue sources to draw on beyond toll system revenue, the Project needs to include a higher than typical amount of contingency to ensure the completion of construction and to ensure sufficiency of revenue to pay debt service.

This financing has provided an opportunity for VTA to partner with a private sector commercial bank that will be investing in VTA and the Project. As a result of this investment, an important congestion management project will advance to completion. It is possible that the larger Express Lanes Program may be able to utilize this financing as a template to finance additional Express Lanes projects without impacting funding for transit operations or other capital programs.

Western Alliance was selected pursuant to a competitive process. On February 3, 2017, an RFII/RFP (request for interest and information, or proposal) was issued to 16 financial institutions by VTA's co-financial advisors, Fieldman, Rolapp & Associates and Ross Financial, soliciting financing ideas and information, as well as proposals to provide financing for the Project. On March 3rd responses were received from six investment banks, with responses covering a wide range of financing alternatives. The proposal from Stifel/ Western Alliance was determined most advantageous. While Western Alliance will provide the Loan, Stifel will serve as placement agent for the Loan. A placement agent assures compliance with Federal Securities Law.

The Loan will be a tax-exempt borrowing from Western Alliance for up to $24 million that will fully amortize over 20 years and will be secured exclusively by a pledge of the operating revenues of the SR 237 Express Lanes (Phase 1 and Phase 2). To reduce interest cost, the Loan will utilize a variable rate during the initial 24 months. The monthly variable rate at the end of July would have been 3.01%. After 24 months there will be a conversion to an annual fixed interest rate of 5.15%. With Board approval, staff anticipates that Loan documentation will be , executed on September 12th and that the Loan will close on Septemb_er 14th

•

ALTERNATIVES:

Delayed approval would possibly result in expiration of the Lender's internal approval for credit and pricing, which was obtained in July and was stated as being good for two months. Delay in approval would also delay start of the Project by an equivalent number of months.

Rejection of the Loan Agreement would result in loss of a significant cash funding source and preclude advancement of the Project until additional funding is identified. No other financing proposer provided a satisfactory solution. &ch having requirements that VTA was unable or unwilling to meet, and that would have incurred significant time and expense to meet.

FISCAL IMP ACT:

One-time transaction costs associated with the Loan will be approximately $500,000 and will be paid from Loan proceeds. These costs include VTA's Bond Counsel, co-Financial Advisors, Bank Counsel, Placement Agent, an origination fee for Western Alliance and other miscellaneous fees and expenses. Initially debt service will be funded from Loan proceeds

Page3 of4 CERTIFIED COPY

through as least October I, 2019, and potentially later depending when Phase 2 begins revenue service and collection of toll revenue.

STANDING COMMITTEE DISCUSSION/RECOMMENDATION:

The Administration and Finance (A&F) Committee reviewed this item on August 17, 2017, and unanimously forwarded it to the full Board.

Director Liccardo asked a number of questions regarding whether a lower cost financing alternative may be available and whether additional internal or external-funding sources may be available.

Director Bruins asked whether the loan could be pre-paid early.

Director Carr expressed desire that future funding that may become available for Express Lanes, be used to construct additional project Phases and not for early repayment of the Phase 2 loan.

Prepared by: Michael J. Smith Memo No. 6174

I certify that the foregoing instrument is a true and exact cc>py ot tM original on file in the Sac,.,Hi,y .:,1 m., l:luard of Oi1 -··

·M .,

Date __ '1_,,f,-"'~· (,_d'U_.:..1..:.-r _____ _

Page 4 of 4

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RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA CLARA VALLEY TRANSPORTATION AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT FOR THE SILICON VALLEY EXPRESS LANES PROGRAM SR 237-PHASE 2 PROJECT FINANCING IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $24,000,000 AND AUTHORIZING ALL ACTIONS NECESSARY OR DESIRABLE IN CONNECTION THEREWITH

WHEREAS, the Santa Clara Valley Transportation Authority (the "Authority") is a public transit district duly organized and existing under the provisions of the Santa Clara Valley Transportation Authority Act, being Part 12 of Division 10 of the Public Uti_lities Code of the State of California, Sections 100000 et seq.;

WHEREAS, the Authority is implementing the Silicon Valley Express Lanes Program to . install approximately 65 centerline miles of express lanes throughout the County of Santa Clara;

WHEREAS, the Authority has implemented Phase 1 of the Silicon Valley Express Lane~ Program by converting certain high occupancy vehicle lanes to express lanes in the State Route 237 /Interstate 880 direct connector, between a point just south of Dixon Landing Road on Interstate 880 and North First Street on State Route 237, which opened for traffic in March 2012 ("Phase 1 ");

WHEREAS, the Authority intends to construct Phase 2 of the Silicon Valley Express Lanes Program, designed to convert high occupancy vehicle lanes from North First Street, four miles westward to the vicinity of Highway 101 in Sunnyvale, to express lanes (the "Project");

WHEREAS, the cost of the Project is estimated to be.approximately $33,900,000, and the Authority intends to finance a portion of such cost; ·

WHEREAS, the Authority has determined there is a financial benefit to arrange for such financing with a single lender, and to identify such lender the Authority, through a competitive process, has selected Stifel, Nicolaus & Company, Incorporated to serve as placement agent (the "Placement Agent") pursuant to the terms of a Placement Agent Agreement (the "Placement Agent Agreement"), by and between the Authority and the Placement Agent;

WHEREAS, the Authority has concluded that the terms offered by the Placement Agent and the lender it has identified, .Western Alliance Business Trust, a wholly owned affiliate of Western Alliance Bank, an Arizona corporation (the "Lender"), would be the most advantageous to the Authority, and therefore the Authority intends to enter into a loan agreement (the "Loan Agreement'') with the Lender, for the purpose of making advances of funds to the Authority in an aggregate principal amount not to exceed $24,000,000 (the "Loan'') to finance a portion of the cost of the Project;

WHEREAS, the Loan shall be evidenced by a Note made by the Authority in favor of the Lender, denominated in. the aggregate princ!,Fal amount of the Loan and in-such form as specified in the Loan Agreement; ,,... .

CERTIFIED COPY 28476543.8

. . ..

WHEREAS, the Loan will be payable from toll revenues and other amounts received in connection with the operation and tolling of the high occupancy vehicle lanes located on (i) the State Roule 237 /Interslale 880 direct connector, between a point just south of Dixon Land Road on Interstate 880 and North First Street on State Route 237, and (ii) following the completion of the Project, State Route 237 between North First Street to the vicinity of US Highway 101 in Sunnyvale, California;

WHEREAS, the Board of Directors of the Authority (the "Board") desires to authorize and direct the negotiation, execution and delivery of the Placement Agent Agreement and the Loan Agreement and such other agreements, instruments and documents as are necessary or desirable in connection with the Loan and to authorize and direct the consummation of the Placement Agent Agreement and the Loan Agreement; and

WHEREAS, the Authority is duly authorized and empowered, pursuant to each and every requirement of law, to authorize the Loan, to authorize the execution and delivery of the Placement Agent Agreement and the Loan Agreement and such other agreements, instruments and documents as are necessary or desirable in connection with the Loan, in the manner and upon the terms provided;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Santa Clara Valley Transportation Authority as follows:

Section I. . The proposed form of the Loan Agreement submitted to the Authority, and the terms and conditions thereof, are hereby approved. The Board Secretary is directed to file a copy of such form of the Loan Agreement with the minutes of this meeting, and the General Manager of the Authority, the Chief Financial Officer of the Authority, and each of their respective designees (each, an "Authorized Representative"), are each authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Loan Agreement, in substantially such form, and with such additions thereto or changes therein, as they, with the advice of Norton Rose Fulbright US LLP, as borrower's counsel (''Borrower's Counsel"), shall approve, such approval to be conclusively evidenced by the execution and delivery of the Loan Agreement. The aggregate principal amount of the Loan shall not exceed $24,000,000. The initial interest rate on the Loan shall be 70% of the LIBOR Index Rate (as defined in the Loan Agreement) plus 2.15% per annum until October!, 2019, when the interest rate on the Loan shall convert to a fixed rate of 5.15% per annum (subject to the terms of the Loan Agreement regarding taxability of the Loan and remedies upon default). The maximum term of the Loan shall not extend beyond October 1, 2037. Bach Authorized Representative is hereby authorized and directed to execute and deliver the Note, in substantially the form attached to the Loan Agreement.

Section 2. The proposed form of the Placement Agent Agreement submitted to the Authority, and the terms and conditions thereof, are hereby approved. The Board Secretary is directed to file a copy of such form of the Placement Agent Agreement with the minutes of this meeting, and any Authorized Representative, is authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Placement Agent Agreement, in substantially such form, arid with such additions thereto or changes therein, as they, with the


28476543.8 2 C;ER"flFIED COPY

advice of Borrower's Counsel, shall approve, such approval to be conclusively evidenced by the execution and delivery of the Placement Agent Agreement.

Section 3. The Board's approval on October 6, 2016 to use $4,000,000 of Vehicle Registration Fees to pay costs of the Project is hereby ratified and confirmed. The Board further authorizes the application of such funds upon closing of the Loan Agreement in an amount up to $4,000,000 to initially fund one or more reserve funds related to the Project and the Loan Agreement, and the subsequent use as needed to pay costs of the Project, to pay principal of and interest on the Loan, and to pay any other costs related to the Loan Agreement, including but not limited to costs of Borrower's Counsel, the Authority's municipal advisors and any other consultants and advisors to the Authority, and the costs associated with any related documents and agreements .

. Section 4. The Board hereby ratifies and confirms the prior budgeting of$500,000 of Phase 1 monies for Fiscal Year 2018 to pay capital costs of the Project. The Board hereby determines that to the extent additional funds become available and are programmed for expenditure on the Project in any fiscal year from any source, such funds are also hereby authorized to be used to pay costs of the Project, to pay principal of and interest on the Loan, and to pay any other expenses related to the Loan Agreement and any related documents and agreements.

Section 5. Each Authorized Representative and the other officers, employees and agents of the Authority are hereby authorized and directed, jointly and severally, for and in the name of the Authority, to do any and all things and to take all actions, including execution and delivery of any and all certificates, requisitions, agreements, notices, consents, and other documents, including a fiscal agent or paying agent agreement, which they, or any of them, may deem necessary or advisable to consummate the transactions contemplated by the Placement Agent Agreement, the Loan Agreement and this Resolution, and such actions previously taken by such officers, employees and agents are hereby ratified, confirmed and approved.

Section 6. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution which shall continue in full force and effect.

Section 7. This Resolution shall talce effect upon its adoption.


28476543.8 3


PASSED AND ADOPTED this 7th day of September, 2017, by the following vote:

A YES: Bruins, Carr, Chavez, Diep, Hendricks, Jones, Khamis, Liccardo, O'Neill, Peralez, Vaidhyanathan

NOES: None

ABSENT: Yeager

Santa Clara Valley Transportation Authority

Attest:

By:


Approved as to form:


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28476543.8 4

Execution Cor,,

PLACEMENT AGENT AGREEMENT

September 14, 201 7


Re: Western Alliance Business Trust Loan Agreem211t with Santa Clara Valley Transportation Authority for the Silicon Valley Express Lanes Program State Route 237 - Phase 2 Prqject Loan

Upon the terms and conditions and based upon the representations, warranties and covenants set forth herein, Stifel, Nicolaus & Company, Incorporated (the "Placement Agent") offers to enter into this Placement Agent Agreement (this "Agreement") with Santa Clara Valley Transportation Authority (the "Borrower"), which, upon acceptance of this offer, shall be binding upon the Borrower and the Placement Agent. This offer is made subject to acceptance of this Agreement by the Borrower before or on September 14, 2017, and, if not so accepted, will be subject to withdrawal by the Placement Agent upon notice delivered to your office at any time prior to acceptance hereof. If the obligations of the Placement Agent shall be terminated for any reason permitted hereby, neither the Placement Agent nor the Borrower shall be under further obligation hereunder.

The above-captioned loan agreement (the "Loan Agreement") is to be executed and delivered pursuant to Resolution No. 2017.02.29 of the Borrower adopted on September 7, 2017 (the ''Resolution'').

1. Purchase, Sale and Delivery of Loan. On the basis of the representations and agreements contained herein, but subject to the terms and conditions herein set forth, the Placement Agent agrees that it has located and identified Western Alliance Business Trust (the "Lender") as potential lender under the Loan Agreement and, on a best efforts basis, will facilitate the Lender's entering into the Loan Agreement with the Borrower and on terms consistent with the Resolution.

For its services hereunder, and upon the closing of the Loan Agreement (the "Closing Date"), the Placement Agent shall receive compensation, payable by the Borrower, equal to $100,000.00 including reimbursement of expenses (the "Fee"). On the Closing Date, the Borrower shall pay or cause to be paid the Fee to the Placement Agent by wire transfer or immediately available funds. The Fee does not include any services the Placement Agent may render in the future to the Borrower with respect to any offering or placement of municipal securities or obligations other than the loan (the "Loan") to be made pursuant to the Loan Agreement.

2. Representations, Warranties, and Covenants of the Borrower. The undersigned, on behalf of the Borrower, but not individually, hereby represents and warrants to the Placement Agent (and it shall be a condition of the obligation of the Placement Agent to perform under this Agreement that it shall be represented and warranted on the Closing Date) that:

(a) The Borrower is a public transit district duly organized and validly existing under the Santa Clara Valley Transportation Authority Act, being Part 12 of the Division 10 of the Public Utilities Code of the State of California (the "Law") with the power to adopt the Resolution, to enter into the Loan and to perform the agreements on its part contained therein and in the agreements approved thereby, including, but not limited to the granting of the pledge and lien on Toll Revenues,

the establishment, levy, maintenance and collection of tolls for the use of the property constituting the Project and the use of vehicle registration fees to fund a portion of the Reserve Fund for the Loan.

(b) The Borrower has complied and, in all respects on the Closing Date will be in compliance, with all of the provisions of the Law.

( c) The Borrower has duly adopted the Resolution, and the Borrower has duly authorized and approved the execution and delivery of this Agreement and the Loan Agreement ( collectively, the "Documents"), as well as the performance of its obligations contained in the Loan Agreement and the Resolution and the consummation by it of all other transactions contemplated thereby.

( d) The Documents have been duly authorized, executed and delivered by the Borrower, and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, constitute legal, valid and binding agreements of the Borrower enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles if sought and by the limitations on legal remedies imposed on actions against the Borrower in the State of California (the "State").

( e) The Borrower is not in breach of or default under any applicable law or administrative regulation of the State or any department, division, agency or instrumentality thereof, or of the United States, or any applicable judgment or decree or any loan agreement, note, resolution, certificate, agreement or other instrument to which the Borrower is a party or is otherwise subject, which breach or default would materially and adversely affect the Borrower or its ability to perform its duties and obligations under the Documents, and the execution and delivery of the Documents, the adoption of the Resolution and the execution of the Loan Agreement and compliance with the provisions of each will not conflict materially with or constitute a material breach of or default under any applicable law or administrative regulation of the State or under any certificate, agreement or other instrument to which the Borrower is a party or is otherwise subject, which breach or default would materially and adversely affect the Borrower or its ability to perform its duties under the Documents.

(f) No action, suit, proceeding or investigation at law or in equity before or by any court of governmental agency or body is pending or, to the knowledge of the Borrower, threatened in any way affecting the existence of the Borrower or the title of the members of the Borrower to their respective offices or seeking to restrain or to enjoin the execution of the Loan Agreement, the construction of the Project, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Loan, or in any way contesting or affecting the validity or enforceability of the, the Resolution or the Documents, or contesting the powers of the Borrower or the members of the Borrower with respect to the Documents or the Project.

(g) There has been no material change in the financial position or the operations of the Borrower from the information that was disclosed to the Placement Agent in the Information Package (as such term is defined below).

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(h) The Borrower has furnished the Placement Agent and the Purchaser with all information and materials concerning the Borrower and the Project that the Placement Agent requested (the "Information Package"). The following documents and information comprise the Information Package: financials, budgets, historical and projected toll collections, the Resolution and the Loan Agreement. The Borrower represents and warrants that all information made available to the Placement Agent by the Borrower or contained in the Information Package is, and will be at all times during the period of the engagement of the Placement Agent hereunder, be true and correct in all material respects.

3. Conditions to Closing. The obligations of the Placement Agent under this Agreement shall be subject, at the option of the Placement Agent, to the accuracy in all material respects of the representations, warranties and covenants on the part of the Borrower contained herein as of the date hereof and as of the Closing Date and to the performance by the Borrower of its obligations to be performed hereunder and under the Documents at or prior to the Closing Date and to the following additional conditions:

(a) At the Closing Date, the Documents shall have been duly authorized, executed and delivered by the respective parties thereto, in substantially the forms heretofore submitted to the Placement Agent with only such changes as shall have been agreed to by the Placement Agent, and the Documents shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Placement Agent, and there shall have been taken in connection therewith, and with the transactions described therein and in this Agreement, all such action as the Placement Agent and Bond Counsel shall deem to be necessary and appropriate;

(b) At or prior to the Closing Date, the Placement Agent shall have received the following documents, in each case satisfactory in form and substance to the Placement Agent:

(1) The Documents ( or certified copies thereof) duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to by the Placement Agent;

(2) The opinion of Bond Counsel, dated the Closing Date in form and substance satisfactory to the Placement Agent and the Purchaser, addressed to the Lender, relating to the validity and enforceability of the Loan Agreement and the tax-exempt status of the interest component of the payments made pursuant to the Loan Agreement;

(3) A certificate of the Borrower, dated the Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that:

(i) the Borrower has complied with and satisfied all the conditions on its part to be performed or satisfied under the Documents at or prior to the Closing Date;

(ii) the representations, warranties and covenants of the Borrower contained in this Agreement and the Loan are true and correct as if made on the Closing Date; and

( 4) A Lender Letter, in the form attached to the Loan Agreement as Exhibit E, executed by the Purchaser and addressed to the Placement Agent and the Borrower; and

3

(5) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Placement Agent or its counsel, if any, and Bond Counsel may reasonably request.

4. Termination. This Agreement may be terminated by either party upon ten (I 0) business days' prior written notice; provided, however, that: (i) the Fee shall be immediately due and payable by the Borrower if the Borrower terminates this Agreement and completed the Loan with the Purchaser or to another investor identified by the Placement Agent to the Borrower prior to such termination and such sale occurs within six (6) months after termination of this Agreement.

5. Expenses. There shall be paid from the proceeds of the Loan or other legally available sources, upon or promptly after the Closing: (a) the fees and disbursements of Bond Counsel and of any other counsel or consultants retained by the Borrower; and (b) the Fee of the Placement Agent. The Placement Agent shall be under no obligation to pay any expenses incident to this Agreement ( other than the California Debt and Investment Advisory Commission fees and the fees of Placement Agent's Counsel) which shall be paid directly by the Placement Agent. Should this Agreement be terminated by the Borrower pursuant to Section 4 of this Agreement, the provisions of such Section 4 regarding to payment of Placement Agent's counsel's fee shall control over this paragraph.

6. Regulatory Disclosure. The Borrower acknowledges that, in connection with the placement of the Loan and the discussions and negotiations relating to the terms of the Loan pursuant to and as set forth in this Agreement that (a) the Placement Agent has acted at arm's length, is acting solely for its own account and is not agent of or advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act)) and owes no fiduciary duty to, the Borrower or any other person, (b) the Placement Agent's duties and obligations to the Borrower shall be limited to those contractual duties and obligations set forth in this Agreement, (c) the Placement Agent may have interests that differ from those of the Borrower, and ( d) the Borrower has consulted its legal and financial advisors to the extent it deemed appropriate in connection with the offering and sale of the Loan. The Borrower further acknowledges and agrees that it is responsible for making its judgment with respect to the offering and sale of the Bonds and the process leading thereto. The Borrower agrees that it will not claim that the Placement Agent acted as a Municipal Advisor to the Borrower or rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with the offering or sale of the Bonds or the process leading thereto.

7. Survival of Certain Representations and Obligations. The respective agreements, covenants, representations, warranties and other statements of the Borrower and its officers set forth in or made pursuant to this Agreement shall survive the closing of the Loan Agreement and shall remain in full force and effect, regardless of any investigation, or statements as to the results thereof, made by or on behalf of the Placement Agent.

8. Notices. Any notice or other communication to be given to the Borrower under this Agreement may be given by delivering the same in writing to the Borrower at Santa Clara Valley Transportation Authority, Fiscal Resources Division, 3331 North First Street, Building C, San Jose, California 95134, Attention: Chief Financial Officer. Any notice or other communication to be given to the Placement Agent under this Agreement may be given by delivering the same in writing

4

to Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35th Floor, San Francisco, California 94104, Attention: Anna Van Degna.

9. No Assignment. This Agreement has been made by the Borrower and the Placement Agent, and no person other than the foregoing shall acquire or have any right under or by virtue of this Agreement.

10. Applicable Law. This Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California.

11. Effectiveness. This Agreement shall become effective upon its execution by duly authorized officials of all parties hereto and shall be valid and enforceable from and after the time of such execution.

12. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

13. Counterparts. This Agreement may be executed in several counterparts (including counterparts exchanged by email in PDF format), each of which shall be an original and all of which shall constitute but one and the same instrument.

Respectfully submitted,

STIFEL, NICOLAUS & COMPANY, INCORPORATED /

ACCEPTED this 14th day of September, 2017.


By:

5

!··

to Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35 th Floor, San Francisco, California 94104, Attention: Anna Van Degna.

9. No Assignment. This Agreement has been made by the Borrower and the Placement Agent, and no person other than the foregoing shall acquire or have any right under or by virtue of this Agreement.

10. Applicable Law. This Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California.

11. Effectiveness. This Agreement shall become effective upon its execution by duly authorized officials of all parties hereto and shall be valid and enforceable from and after the time of such execution.

12. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

13. Counterpai1s. This Agreement may be executed in several counterpai1s (including counterparts exchanged by email in PDF format), each of which shall be an original and all of which shall constitute but one and the same instrument.

Respectfully submitted,

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By: Authorized Officer

ACCEPTED this 14th day of September, 201 i.


By:

5

Executim Copy

WESTERN ALLIANCE BUSINESS TRUST

LOAN AGREEMENT

With


For the

Silicon Valley Express Lanes Program State Route 237 - Phase 2 Project Financing

Dated as of September 14, 2017

28452743.16

Table of Contents

Page

SECTION I. DEFINITIONS ................................................................................................. I

SECTION 2. INTERPRETATION ...................................................................................... 12

SECTION 3. LOAN AMOUNT; TAXES; INCREASED COSTS ..................................... 13

SECTION 4. DISBURSEMENT CONDITIONS ............................................................... 16

SECTION 5. TERM ............................................................................................................ 16

SECTION 6. INTEREST RATE ......................................................................................... 16

SECTION 7. OUTSTANDING LOAN BALANCE AND REVISIONS TO THE LOAN AMORTIZATION SCHEDULE ....................................................... 16

SECTION 8. SECURITY AND PRIORITY; FUNDS AND ACCOUNTS; FLOW OF FUNDS .................................................................................................... 17

SECTION 9. PAYMENT OF PRINCIPAL AND INTEREST ........................................... 21

SECTION IO. PREPAYMENT ............................................................................................. 21

SECTION II. COMPLIANCE WITH LAWS ...................................................................... 22

SECTION 12. CONDITIONS PRECEDENT ....................................................................... 22

SECTION 13. REPRESENTATIONS AND WARRANTIES OF BORROWER ................ 23

SECTION 14. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF LENDER ........................................................................................................ 26

SECTION 15. BORROWER COVENANTS ........................................................................ 26

SECTION 16. INDEMNIFICATION .................................................................................... 36

SECTION 17. SALE OF LOAN ........................................................................................... 36

SECTION 18. EVENTS OF DEFAULT AND REMEDIES ................................................ 37

SECTION 19. REPORTING REQUIREMENTS ................................................................. 39

SECTION 20. DEFEASANCE .............................................................................................. 39

SECTION 21. NO PERSONAL RECOURSE ...................................................................... 39

SECTION 22. NO THIRD PARTY RIGHTS ....................................................................... 39

SECTION 23. BORROWER'S AUTHORIZED REPRESENTATIVE ............................... 40

SECTION 24. LENDER'S AUTHORIZED REPRESENTATIVE ...................................... 40

SECTION 25. SERVICER .................................................................................................... 40

SECTION 26. FEES AND EXPENSES ................................................................................ 40

SECTION 27. AMENDMENTS AND WAIVERS .............................................................. 41

SECTION 28. GOVERNING LAW ...................................................................................... 41

SECTION 29. ARBITRATION ............................................................................................ 41

SECTION 30. NO SOVEREIGN IMMUNITY .................................................................... 41

28452743.16

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Table of Contents (continued)

Page

SECTION 31. SEVERABILITY ........................................................................................... 41

SECTION 32. SUCCESSORS AND ASSIGNS ................................................................... 41

SECTION 33. PARTICIPATIONS ....................................................................................... 41

SECTION 34. REMEDIES NOT EXCLUSIVE ................................................................... 42

SECTION 35. DELAY OR OMISSION NOT W AIYER ..................................................... 42

SECTION 36. COUNTERPARTS ........................................................................................ 42

SECTION 37. NOTICES; PAYMENT INSTRUCTIONS ................................................... 42

SECTION 38. EFFECTIVENESS ......................................................................................... 43

SECTION 39. TERMINATION ............................................................................................ 43

SECTION 40. NO FIDUCIARY RELATIONSHIP ............................................................. 43

SECTION 41. ELECTRONIC EXECUTION OF ASSIGNMENTS; ELECTRONIC RECORDS ..................................................................................................... 44

SECTION 42. SURVIVAL OF REPRESENTATIONS AND WARRANTIES .................. 44

SECTION 43. USA PATRIOT ACT NOTIFICATION ....................................................... 44

SECTION 44. FISCAL AGENT ........................................................................................... 44

EXHIBIT A - FORM OF NOTE

EXHIBIT B- LOAN AMORTIZATION SCHEDULE

EXHIBIT C - REQUEST FOR ADVANCE

EXHIBIT D - FORM OF REQUISITION FROM LENDER HELD PROJECT FUND

EXHIBIT E - FORM OF LENDER LETTER

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement"), dated as of September 14, 2017, is made by and between SANTA CLARA VALLEY TRANSPORTATION AUTHORITY (the "Borrower"), and WESTERN ALLIANCE BUSINESS TRUST, a wholly owned affiliate of WESTERN ALLIANCE BANK, an Arizona corporation (together with its successors and assigns, the "Lender").

RECITALS:

WHEREAS, the Borrower is duly organized and existing under the Santa Clara Valley Transportation Authority Act, being Part 12 of Division 10 of the Public Utilities Code of the State of California (Sections 100000 et seq.)(the "VTA Act");

WHEREAS, pursuant to Section 149.6 of the Streets and Highways Code of the State of California (together with the VTA Act, the "Act,"), the Borrower is implementing the Silicon Valley Express Lanes Program to install approximately 65 centerline miles of express lanes throughout the County of Santa Clara;

WHEREAS, the Borrower has implemented Phase 1 of the Silicon Valley Express Lanes Program through the conversion of State Route 237/1-880 director connector, between a point just south of Dixon Landing Road on I-880 and North First Street on State Route 237, which opened in March 2012;

WHEREAS, the Borrower intends to finance Phase 2 of the Silicon Valley Express Lanes Program, designed to convert high occupancy vehicle lanes from North 1st Street, four miles westward to the vicinity of Highway 101 in Sunnyvale, to express lanes (the "Project");

WHEREAS, the Borrower requests that the Lender make certain non-revolving advances of funds in an aggregate principal amount not to exceed $24,000,000 ( collectively, the "Loan") to finance the Project; and

WHEREAS, the Borrower agrees to repay any amount due pursuant to this Agreement in accordance with the terms and provisions hereof;

NOW, THEREFORE, the premises being as stated above, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged to be adequate, and intending to be legally bound hereby, it is hereby mutually agreed by and between the Borrower and the Lender as follows:

SECTION 1. Definitions. Unless the context otherwise requires, capitalized terms used in this Agreement shall have the meanings set forth below in this Section 1 or as otherwise defined in this Agreement. Any term used in this Agreement which is defined by reference to any other agreement shall continue to have the meaning specified in such agreement on the date hereof whether or not such agreement remains in effect.

"Account" means any or each account established hereunder, as the context requires.

28452743.16

"Act" means, collectively, Sections 100000 et seq. of the Public Utilities Code of the State of California and Section 149.6 of the Streets and Highways Code of the State of California.

"Adjustment" means an increase or decrease in the Interest Rate on any Rate Reset Date due to changes in the LIBOR Rate Index pursuant to the provisions of Section 6 hereof.

"Advance" means an advancement of funds by the Lender to the Borrower hereunder pursuant to a Request for Advance.

"Affiliate" means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. A Person shall be deemed to control another Person for the purposes of this definition if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise.

"Agreement" has the meaning provided in the preamble hereto.

"Annual Debt Service" means the amount of scheduled payments due on the applicable Outstanding Obligations for any Fiscal Year, as calculated by the Borrower, using the following assumptions about payments on such Obligations ( and if more than one such assumption may apply, using the relevant assumptions selected by the Borrower):

(a) the interest paid or payable during such Fiscal Year on all Outstanding Obligations, assuming that all outstanding Obligations are retired as scheduled and that all outstanding Obligations are prepaid or paid from sinking fund payments as scheduled ( except to the extent that such interest is to be paid from the proceeds of the sale of any Obligations); and

(b) those portions of the principal amount of all Outstanding Obligations payable in such Fiscal Year.

"Board" means the Board of Directors of the Borrower.

"Borrower" has the meaning provided in the preamble hereto.

"Borrower's Authorized Representative" means any Person designated as such pursuant to Section 23.

"Business Day" means any day other than a Saturday, a Sunday or other day on which the Lender's offices located at One East Washington Street, 14th Floor, Phoenix, Arizona 85004 is authorized or obligated by law or executive order to be closed in the State of Arizona.

"Code" means the Internal Revenue Code of 1986.

"Collateral" means all rights, title, interest and privileges of the Borrower in, to and under (i) the Net Revenue, (ii) all amounts in the Obligations Fund, the Reserve Fund, the Repair and Rehabilitation Fund and the Rate Stabilization Fund established hereunder, and (iii) all

28452743.16

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interest or other income from investment of money in the Obligations Fund, the Reserve Fund, the Repair and Rehabilitation Fund and the Rate Stabilization Fund established hereunder.

"Commitment Amount" means the obligation of the Lender to make Advances hereunder in an aggregate principal not to exceed Twenty-Four Million Dollars ($24,000,000), as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof.

"Commitment Tennination Date" means the earliest to occur of (a) September 30, 2019 and (b) the date that Advances in the aggregate principal amount of the Commitment Amount have been advanced by the Lender.

"Coverage Calculation Date" has the meaning assigned to such term in Section 15( o ).

"Coverage Ratio" has the meaning assigned to such term in Section 15( o ).

"Debt Service" means scheduled debt service on any Obligations Outstanding.

"Debt Service Payment Commencement Date" means April 1, 2018.

"Default Rate" means an interest rate of 6.5% per annum.

"Defeasance Obligations" means cash or "government securities," as such term is used in Treasury Regulations l.1001-3(e)(5)(ii)(B)(I).

"Effective Date" means September 14, 2017.

"Eligible Project Costs" means amounts substantially all of which are paid by or for the account of the Borrower in connection with the Project, which may include prior Project expenditures approved by the Lender, all of which shall arise from the following:

(a) development phase activities, including planning, feasibility analysis, revenue forecasting, environmental review, permitting, preliminary and final engineering and design work, and other preconstruction activities;

(b) construction, reconstruction, rehabilitation, replacement, and acqms1t10n of real property (including land related to the Project and improvements to land), environmental mitigation, construction contingencies, and acquisition of equipment; and

( c) capitalized interest, reasonably required reserve funds, capital issuance expenses, and other capitalizable carrying costs during construction.

"Environmental Laws" means any and all federal, state and local statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

28452743.16

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"Event of Default" has the meaning set forth in Section 18.

"Excess Net Revenue" means the net amount of Revenue remaining on any September 1 after all of the deposits of Revenue required by clauses First through Sixth of Section S(b) hereunder have been made.

"Final Maturity Date" means October 1, 203 7.

"Fiscal Year" means the period of twelve months terminating on June 30 of each year or any such other annual period selected and designated by the Borrower as its fiscal year in accordance with applicable law.

"Fixed Payment" has the meaning set forth in Section 9( a).

"Fixed Payment Commencement Date" means October 1, 2019.

"Fixed Payment Period" means the period commencing on the Fixed Payment Commencement Date and ending on the Final Maturity Date ( or on such earlier date as the Loan and all other amounts payable hereunder shall be paid in full).

"Fund" means each fund established in accordance with the terms hereof.

"GAAP" means generally accepted accounting principles for state and local governments, which are the minimum standards of and guidelines for financial accounting and reporting.

"Governmental Approval" means all authorizations, consents, approvals, waivers, exceptions, variances, filings, permits, orders, licenses, exemptions and declarations of or with any Governmental Authority.

"Governmental Authority" means any federal, state, provincial, county, city, town, village, municipal or other government or governmental department, commission, council, court, board, bureau, agency, authority or instrumentality (whether executive, legislative, judicial, administrative or regulatory), of or within the United States of America or its territories or possessions, including, without limitation, the State and its counties and municipalities, and their respective courts, agencies, instrumentalities and regulatory bodies, or any entity that acts "on behalf of' any of the foregoing, whether as an agency or authority of such body.

"Interest Account" means the Account by that name created within the Obligations Fund pursuant to Section S(a)(vi).

"Interest Rate" has the meaning set forth in Section 6.

"Lender" means Western Alliance Business Trust, a wholly owned affiliate of Western Alliance Bank, an Arizona corporation, and its successors and assigns.

"Lender's Authorized Representative" means any Person who shall be designated as such by the Lender pursuant to Section 24.

28452743.16

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"LIBOR Index Rate" means the greater of (i) zero percent (0.00%) and (ii) one-month LIBOR rate quoted by the Lender from Bloomberg Finance LP or any successor thereto, which shall be that one-month LIBOR rate in effect two New York Banking Days prior to the Rate Reset Date, such rate rounded up to the nearest one-sixteenth percent and such rate to be reset monthly on each Rate Reset Date. If for any reason such LIBOR Index Rate is unavailable and/or the Lender is unable to determine the LIBOR Index Rate for any monthly period, the Lender may, at its discretion, either: (a) select a replacement index based on the arithmetic mean of the quotations, if any, of the interbank offered rate by first class banks in London or New York for deposits with comparable maturities or (b) deem the LIBOR Index Rate to be a rate per annum equal to the Lender's Federal Funds Rate as of the first day of any monthly period for which such LIBOR Index Rate is unavailable or cannot be determined; provided, that the Lender shall give prompt written notice to the Borrower setting forth such change in interest rate, the nature of the circumstances giving rise to such change, and the method of calculating such change if based on a replacement index. The Lender's internal records of applicable interest rates shall be determinative in the absence of manifest error.

"Lien" means any mortgage, pledge, hypothecation, assignment, mandatory deposit arrangement, encumbrance, lien (statutory or other), or preference, priority or other security agreement of any kind or nature whatsoever, including, without limitation, any sale-leaseback arrangement, any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing, and the filing of any financing statement or similar instrument under applicable law.

"Loan" means the tax-exempt, secured non-revolving loan made by the Lender to the Borrower hereunder, in an aggregate principal amount not to exceed $24,000,000 (including capitalized interest), to be used to pay Eligible Project Costs as defined in this Agreement.

"Loan Amortization Schedule" means the Loan Amortization Schedule attached hereto as Exhibit B, as amended from time to time.

"Loan Documents" means this Agreement and the Note.

"Loan Year" means for purposes of this Agreement, Loan Year ends on October 1 and begins on each October 2, provided that the first Loan Year begins on the Effective Date and the last Loan Year ends on the date the Loan is no longer outstanding.

"Material Adverse Effect" means a material adverse change in (a) the ability of the Borrower to perform or comply with any of its material obligations under any Loan Document to which it is a party, (b) the validity or priority of the Lien on the Collateral in favor of the Lender or ( c) the Lender's rights or benefits available under this Agreement.

"Maximum Annual Debt Service" means the maximum sum obtained for any Loan Year prior to the Final Maturity and any Obligations by adding the following for each Loan Year:

(1) the principal amount of all Outstanding Obligations payable in such Loan Year at maturity; and

28452743.16

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(2) the interest payable on the aggregate principal amount of Outstanding Obligations in such Loan Year if the Loan and other Outstanding Obligations are retired as scheduled.

"Monthly Funding Date" means the last day of each calendar month or, if such day is not a Business Day, the immediately preceding Business Day.

"Nationally Recognized Rating Agency" means S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, Moody's Investors Services, Inc., Fitch Ratings or another nationally recognized statistical rating organization, identified by the U.S. Securities and Exchange Commission.

"Net Revenue" means, for any Fiscal Year, Revenue less Operation and Maintenance Expenses for that Fiscal Year, plus transfers to the Obligations Fund from amounts on deposit in the Rate Stabilization Fund ( excluding, in such calculations, (i) any extraordinary or one-time revenues from Revenue for such Fiscal Year and (ii) any extraordinary or one-time expenses from Operation and Maintenance Expenses for such Fiscal Year, but only if and to the extent such extraordinary or one-time expenses are paid or payable from extraordinary or one-time revenues being excluded from Revenue for such Fiscal Year), as set forth in (a) the audited financial statements of the Borrower for Fiscal Years for which audited financial statements are available, or (b) to the extent that audited financial statements are not available, the unaudited financial statements of the Borrower for Fiscal Years for which unaudited financial statements are available. When calculating Net Revenue for purposes of Sections 15(b) and 15(0) hereof, Net Revenue shall only include the amounts received under clauses (b ), ( c) and ( d) of the definition of Toll Revenues to the extent that any such amounts are applied to, or reserved for, the payment of principal of or interest on Obligations.

"Note" means the Note evidencing the Loan in substantially the form attached hereto as Exhibit A, and any amendments thereto.

"Obligations" means the Loan and all other indebtedness of the Borrower secured by and payable from Net Revenue incurred or assumed by the Borrower for borrowed money and all other financing obligations of the Borrower relating to the Project that, in accordance with GAAP, are included as a liability on a balance sheet for the Project books and records, including any bonds, notes, certificates or other obligations, as the case may be. For the purpose of determining the "Obligations" secured by Revenue, Obligations that are no longer Outstanding shall be excluded.

"Obligations Fund" means the Fund by that name created pursuant to Section S(a)(v) hereof.

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury and its successors.

"Operating Budget" means the biennial operating budget for the Toll Road, adopted by the Board.

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"Operation and Maintenance Expenses" means all reasonable current expenses incurred and paid or payable by the Borrower for the operation and maintenance of the Project payable from Revenue, determined in accordance with GAAP, including, without limitation, payments with respect to financing leases and installment purchase agreements, all amounts paid or payable under an operating agreement, a police services agreement and similar agreements, costs for operation, maintenance and repair, consumables, payments under any lease or rental payments properly considered to be operating expenses, payments pursuant to agreements for the management of the Project, taxes, premiums paid or payable on any insurance, payments for oversight services, all administrative, engineering and policing costs, costs for any security, toll collection and enforcement expenses, fees and expenses of the Traffic Consultant, any fiscal agent, paying agent, rating agency, credit, liquidity or remarketing fees relating to Obligations (for the avoidance of doubt, such fees, administrative costs and expenses do not include any commitment fees, termination fees, fines or other penalties or any payments to be made to swap providers), any insurance consultant, legal and accounting expenses, and any other reasonable and necessary expense paid or payable for the operation and maintenance of the Project, but excluding expenses paid or scheduled to be paid from proceeds of Obligations, capital expenditures, expenditures for rehabilitation and operational improvement projects on the Project, depreciation or obsolescence charges or reserves therefore, debt service for Obligations and any non-cash charges, such as depreciation, amortization of intangibles and other bookkeeping entries of a similar nature.

"Operation and Maintenance Fund" means the Fund by that name created pursuant to Section 8( a)(ii) hereof.

"Outstanding" means all Obligations that have been issued by the Borrower hereunder or pursuant hereto, except such Obligations: (i) canceled or delivered for cancellation; (ii) deemed to be paid; (iii) in lieu of which other Obligations have been authenticated under the constituent instruments defining the rights of the holders of such Obligations; and (iv) Obligations held by or for the account of the Borrower.

"Outstanding Loan Balance" means the aggregate principal amount of the Loan drawn by the Borrower and then Outstanding.

"Participant" means a Qualified Institutional Buyer that has purchased a participation from the Lender pursuant to a Participation Agreement.

"Participation Agreement" means any agreement entered into among the Lender and one or more Participants purchasing participations and named therein, pursuant to which such other Participant or Participants shall purchase from the Lender a participation or participations in this Agreement and the Note.

"PATRIOT Act" means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute.

"Payment Date" means each Semi-Annual Payment Date or Principal Payment Date.

"Payment Default" has the meaning set forth in Section 18(a)(i).

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"Payment Period" means, generally, any period of six months that ends on a Payment Date, commencing with the six month period ending on the Debt Service Payment Commencement Date.

"Permitted Debt" means (i) the Loan, (ii) any additional Obligations issued or incurred in accordance with Section 15(b) hereof, (iii) any Obligations issued to prepay or refund Obligations, provided the final maturity of such Obligations is not extended and (iv) any indebtedness or obligations secured by a pledge of Net Revenue on a basis subordinate to the pledge securing the Loan.

"Permitted Investments" means with respect to the investment of amounts on deposit in Accounts and subaccounts referred to in Section 8 of this Agreement:

(a) Defeasance Obligations; or Direct obligations of any agency or instrumentality of the United States of America;

(b) certificates of deposit where the certificates are collaterally secured by securities of the type described in clause (a) of this definition and held by a third party as escrow agent or custodian, of a market value not less than the amount of the certificates of deposit so secured, including interest, but this collateral is not required to the extent the certificates of deposit are insured by an agency of the Government;

( c) money market accounts held by the Lender or its Affiliates; or made with any bank (including a third party as fiscal agent or custodian)

( d) repurchase agreements when collateralized by secunties of the type described in clause (a) of this definition and held by a third party as escrow agent or custodian, of a market value not less than the amount of the repurchase agreement so collateralized, including interest;

( e) money market funds that invest solely in obligations of the United States of America, its agencies and instrumentalities, and having a rating by a Nationally Recognized Rating Agency at least equivalent to, or higher than, the rating of the Government; and

(f) collateralized investment agreements or other contractual agreements with corporations, financial institutions or national associations within the United States of America, provided that the senior long-term debt of such corporations, institutions or associations is rated "AA" or its equivalent by a Nationally Recognized Rating Agency.

(g) Commercial Paper (having maturities of not more than 270 days) rated A-l or better by S& P and P-1 by Moody's.

(h) any investment approved by the Board.

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"Permitted Liens" on the Project means:

(a) Liens imposed by law for taxes that are not yet due or are being contested;

(b) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance, and other social security laws or regulations;

( c) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

( d) judgment liens in respect of judgments that do not constitute an Event of Default;

( e) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower;

( f) any Lien on any property or asset of the Borrower ex1stmg on the Effective Date hereof; provided that (i) such Lien shall not apply to any other property or asset of the Borrower and (ii) such Lien shall secure only those obligations that it secures on the Effective Date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(g) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien shall not apply to any other property or assets of the Borrower and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and

(h) purchase money security interests in equipment acquired on or after the Effective Date hereof by the Borrower, provided that (i) such security interests secure indebtedness for borrowed money permitted by Section 15(a), (ii) such security interests are incurred, and the indebtedness secured thereby is created, within ninety (90) days after such acquisition, (iii) the indebtedness secured thereby does not exceed the fair market value of such real property, improvements or equipment at the time of such acquisition and (iv) such security interests do not apply to any other property or assets ( other than accessions to such equipment) of the Borrower.

"Person" means any natural person, firm, partnership, association, corporation, or public body.

"Phase 1" means Phase 1 of the Silicon Valley Express Lanes Program, consisting of the conversion of high occupancy vehicle lanes to express lanes in the State Route 237/Interstate 880

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direct connector, between a point just south of Dixon Landing Road on Interstate 880 and North First Street on State Route 237.

"Prepayment Fund" means the Fund by that name created pursuant to Section 8(a)(x) hereof.

"Principal Account" means the Account by that name created within the Obligations Fund pursuant to Section 8(a)(vii) hereof.

"Principal Payment Date" means each October I, commencing on October I, 2019.

"Pro Forma Loan Amortization Schedule" means the initial Loan Amortization Schedule attached hereto as Exhibit B on the Effective Date, showing amortization of the Loan in a pro forma principal amount of $24,000,000.

"Project" means Phase 2 of the Silicon Valley Express Lanes Program, designed to convert high occupancy vehicle lanes from North 1st Street, four miles westward to the vicinity of Highway 101 in Sunnyvale, California, to express lanes.

"Project Costs" means (a) the costs paid or incurred (to the extent paid, such costs shall be reimbursed to the Person who paid such costs) or to be paid or incurred by the Borrower in connection with or incidental to the acquisition, design, construction and equipping of the Project, including legal, administrative, engineering, planning, design, insurance and financing costs; (b) amounts, if any, required to be paid into any Fund or Account upon the incurrence of the Loan; ( c) payments when due (whether at the maturity of principal, the due date of interest, or upon optional or mandatory prepayment) on any indebtedness of the Borrower ( other than the Loan) incurred for the Project; (d) costs of equipment and supplies and initial working capital and reserves required by the Borrower for the commencement of operation of the Project, including general administrative expenses and overhead of the Borrower; and ( e) the repayment of obligations incurred by the Borrower, the proceeds of which obligations were used to pay items (a) through (d) of this definition.

"Project Fund" means the Fund by that name created pursuant to Section 8(a)(iii) hereof.

"Qualified Institutional Buyer" means "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as in effect on the date hereof.

"Rate Covenant" has the meaning set forth in Section 15( o ).

"Rate Reset Date" means, during the period from the Effective Date to the Fixed Payment Commencement Date, the date of determination of the LIBOR Index Rate in connection with the monthly Adjustment of the Interest Rate, which determination date shall be the first day of each month, or if such day is not a Business Day, then the Business Day immediately preceding such day.

"Rate Stabilization Fund" means the Fund by that name created pursuant to Section 8(a)(xi) hereof.

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"Rate Stabilization Fund Requirement" means 25% of the maximum Annual Debt Service on all Outstanding Obligations.

"Rating Category" means one of the generic rating categories of a Nationally Recognized Rating Agency without regard to any refinement or gradation of such rating by a numerical modifier or otherwise.

"Rebate Fund" means the Fund by that name created pursuant to Section 8( a)(iv) hereof.

"Request for Advance" means a Request for Advance in substantially the form attached as Exhibit C hereto.

"Repair and Rehabilitation Fund" means the Fund by that name created pursuant to Section 8(a)(ix) hereof.

"Repair and Rehabilitation Fund Requirement" means the balance in the Fund for the prior Fiscal Year, plus 100% of budgeted capital expenditures for the Toll Road for the next Fiscal Year, as set forth in the annual operating budget required by Section 15(p) hereof.

"Reserve Fund" means the Fund by that name created pursuant to Section 8(a)(viii) hereof.

"Reserve Requirement" means an amount equal to 50% of maximum Annual Debt Service to be funded by the Borrower on or before October 1, 2019 as provided in Section 8(i) hereof.

"Revenue" means: (a) Toll Revenues, (b) amounts transferred from the Rate Stabilization Fund to the Obligations Fund, and ( c) all interest or other income from investment of money in the Funds and Accounts established hereunder ( excluding the Operation and Maintenance Fund, the Rebate Fund, the Surplus Fund, and any Fund or Account established to hold the proceeds of a drawing on any Credit Support Instrument).

"Semi-Annual Payment Date" means each April 1 and October 1, commencmg on April 1, 2018.

"Servicer" means such entity or entities as the Lender shall designate from time-to-time to perform, or assist the Lender in performing, certain duties hereunder.

"State" means the State of California.

"Substantial Completion Date" means the date upon which the Project has opened to passenger traffic, as the Borrower shall notify the Lender in writing.

"Surplus Fund" means the Fund by that name created pursuant to Section 8(a)(xii) hereof.

"Toll Operator" means Bay Area Toll Authority, or any successor thereto, responsible for the collection of tolls with respect to the Project.

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"Toll Revenue Fund" means the Fund by that name created pursuant to Section S(a)(i) hereof.

"Toll Revenues" means (a) toll revenues, user fees, fines, rents or other similar charges payable for use of the Toll Road, as well as fines and penalties and interest thereon collected as a result of a failure to pay any such amounts, (b) proceeds of insurance payable to or received by the Borrower with respect to the Toll Road (whether by way of claims, return of premiums, ex gratia settlements or otherwise), including proceeds from business interruption insurance and loss of advance profits insurance, except for proceeds of fire and other casualty insurance that are actually applied or reserved for application to the repair, restoration or replacement of the Toll Road, ( c) proceeds of any condemnation awards with respect to the Toll Road, except to the extent actually applied or reserved for application to the replacement of the Toll Road, ( d) liquidated damages for delayed completion of the Project payable to the Borrower under a construction contract relating to the Project or a portion thereof, and ( e) any other incidental or related fees or charges, but excluding therefrom cash advances representing deposits against future toll payments from users or potential users of the Toll Road.

"Toll Road" means the Silicon Valley Express Lanes, consisting of Phase 1, the Project and any extensions and improvements thereto as determined by the Borrower.

"Traffic Consultant" means initially, CDM Smith, and any replacement or successor traffic and revenue consultant or firm of traffic and revenue consultants of national recognition with expertise and experience regarding the operation, management and financing of, and the collection of revenues from toll roads, selected and employed from time to time by the Borrower and reasonably acceptable to the Lender.

"Traffic and Toll Revenue Planning Estimates" means the memorandum prepared by the Traffic Consultant, dated November 9, 2015, updated January 31, 2017, and any amendments, supplements or updates thereto.

SECTION 2. Interpretation. Unless the context shall otherwise require, the words "hereto," "herein," "hereof' and other words of similar import refer to this Agreement as a whole. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and vice versa. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise require. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." Unless the context shall otherwise require, references to any Person shall be deemed to include such Person's successors and permitted assigns. Unless the context shall otherwise require, references to sections, subsections, and provisions are to the applicable sections, subsections and provisions of this Agreement. The headings or titles of this Agreement and its sections, schedules or exhibits, as well as any table of contents, are for convenience of reference only and shall not define or limit its provisions. Unless the context shall otherwise require, all references to any resolution, contract, agreement, lease or other document shall be deemed to include any amendments or supplements to, or modifications or restatements or replacements of, such documents that are approved from time-to-time in accordance with the terms thereof and hereof. Every request, order, demand, application, appointment, notice, statement, certificate, consent or similar communication or action hereunder by any party shall,

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unless otherwise specifically provided, be delivered in writing in accordance with Section 35 and signed by a duly authorized representative of such party.

SECTION 3. Loan Amount; Taxes; Increased Costs.

(a) The principal amount of the Loan shall not exceed $24,000,000 (including any interest that is capitalized in accordance with the terms hereof). Loan proceeds shall be disbursed from time to time in accordance with Section 4.

(b) On or before the Effective Date, the Borrower shall execute and deliver the Note. The Note shall evidence the Borrower's obligation to repay to the Lender the Loan with interest as herein provided. The Note shall not be rated by a credit rating agency, shall not have a CUSIP number and shall not be issued or sold pursuant to an offering document. The Note shall be registered in the name of the Lender, and shall be in substantially the form set forth in Exhibit A hereto.

(c) Taxes.

(i) Any and all payment to the Lender by the Borrower hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges, withholdings or liabilities imposed as a result of a Change of Law, excluding, however, taxes imposed on or measured by the net income or capital of the Lender by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a connection between the Lender and such jurisdiction or political subdivision ( all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to below as "Taxes"). If as a result of a Change of Law, the Borrower shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder and under the Note to the Lender, (1) the sum payable shall be increased as may be necessary so that after making all required deductions (including, deductions applicable to additional sums payable under this Section 3), the Lender receives an amount equal to the sum it would have received had no such deductions been made, (2) the Borrower shall make such deductions, and (3) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the Borrower shall make any payment under this Section 3 to or for the benefit of the Lender with respect to Taxes and if the Lender shall claim any credit or deduction for such Taxes against any other taxes payable by the Lender to any taxing jurisdiction in the United States, then the Lender shall pay to the Borrower an amount equal to the amount by which such other taxes are actually reduced; provided that the aggregate amount payable by the Lender pursuant to this sentence shall not exceed the aggregate amount previously paid by the Borrower with respect to such Taxes. In addition, the Borrower, agrees to pay any present or future stamp, recording or documentary taxes and, if as a result of a Change of Law, any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America or the State from any payment made hereunder and under the Note or from the execution or delivery or otherwise with respect to this Agreement (referred to below as "Other Taxes"). The Lender shall provide to the Borrower within a reasonable time a copy of any written notification it receives with respect to Other Taxes owing by the Borrower to the Lender hereunder; provided

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that the Lender's failure to send such notice shall not relieve the Borrower of its obligation to pay such amounts hereunder and under the Note.

(ii) Within thirty (30) days after the date of any payment of Taxes by the Borrower, the Borrower shall furnish to the Lender, the original or a certified copy of a receipt evidencing payment thereof. To the extent permitted by law, the Borrower shall compensate the Lender for all reasonable losses and expenses sustained by the Lender as a result of any failure by the Borrower to so furnish such copy of such receipt.

(iii) The obligations of the Borrower under this Section 3 shall survive the termination of this Agreement.

( d) I ncreased Costs. If after the date of the execution hereof the application, enactment or adoption of, or any change in, any law, rule, regulation, treaty, guideline or directive, or the occurrence of the effective date of any law, rule, regulation, treaty, guideline or directive, or any provision thereof enacted or adopted on the date of the execution hereof but that has not yet become effective, or the application, interpretation or enforcement of any of the foregoing by any court, central bank, administrative or other Governmental Authority having jurisdiction over the Lender or a Participant or the transactions contemplated by this Agreement (whether or not having the force oflaw) (any of the foregoing, a "Change of Law") shall:

(i) limit the deductibility of interest on funds obtained by the Lender to pay any of its liabilities or subject the Lender to any tax, duty, charge, deduction or withholding on or with respect to payments relating to the Note, or any amount paid or to be paid by the Lender hereunder and under the Note ( other than any tax measured by or based upon the overall net income of the Lender imposed by any jurisdiction having control over the Lender);

(ii) impose, modify, require, make or deem applicable to the Lender any reserve requirement, capital requirement, special deposit requirement, insurance assessment or similar requirement against any assets held by, deposits with or for the account of, or loans or commitments by, a domestic office of the Lender;

(iii) change the basis of taxation of payments due the Lender under this Agreement and the Note ( other than by a change in taxation of the overall net income of the Lender); or

(iv) impose upon the Lender any other condition with respect to any amount paid or payable to or by the Lender or with respect to this Agreement and the Note

and the result of any of the foregoing shall be to increase the cost to the Lender of extending, issuing or maintaining any of this Agreement or to reduce any amount ( or the effective return on any amount) received or receivable by the Lender hereunder (which increase in cost or reduction in yield shall be the result of the Lender's reasonable allocation, in a nondiscriminatory manner among borrowers having obligations to the Lender similar to those of the Borrower, of the aggregate of such cost increases or yield reductions resulting from such event), then, within forty-five ( 45) days of written demand by the Lender, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts that shall be sufficient to compensate the Lender for all such increased costs or reductions in yield. Notwithstanding the foregoing, no

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Participant shall be entitled to any such additional amount from the Borrower in excess of that to which the Lender would have been entitled had the Lender not granted such Participant a participation in this Agreement. The Lender shall submit to the Borrower, at or prior to the making of each such demand, a certificate setting forth in reasonable detail such increased costs or yield reduction incurred by the Lender or such Participant as a result of any of the foregoing.

( e) Capital Adequacy. If the Lender shall have determined that the adoption after the date hereof of any Change of Law regarding capital adequacy by any Governmental Authority having regulatory jurisdiction over the Lender, or compliance by the Lender ( or any lending office thereof) with any Change of Law regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on capital of the Lender as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such Change of Law or compliance (taking into consideration the policies of the Lender with respect to capital adequacy) with respect to such Change of Law by an amount deemed by the Lender to be material, then within thirty (30) days after demand by the Lender, the Borrower shall pay to the Lender from time to time, as specified by the Lender, such additional amount or amounts as will compensate the Lender for such reduction from the date of such Change of Law or compliance with respect to such Change of Law, together with interest on each such amount from the date payment is due until the earlier of the date of payment in full thereof or the thirtieth (30th) day after which such payment is due, at the Default Rate.

(f) Payrrent. Each demand for compensation under this Section 3 shall be (i) made by the Lender in writing within ninety (90) days of the date on which the Lender has actual knowledge of any increased cost or reduction in rate of return on capital of the Lender for which the Lender is entitled to be compensated pursuant to this Section 3, and (ii) shall be accompanied by a certificate of the Lender in reasonable detail setting forth the computation of such compensation (including the reason therefor), which certificate shall be conclusive, absent manifest error, as against all other Persons, including, without limitation, the Borrower and any Participant.

(g) Cmti nui ng Costs. If such costs are to be incurred on a continuing basis and the Borrower shall be so notified by the Lender in writing as to the amount thereof, then such costs shall be payable by the Borrower to the Lender on each Interest Payment Date to the extent therefore incurred.

(h) Dodd Frank Act; Basel Cormittee. Notwithstanding the foregoing, for purposes of this Agreement (i) all requests, rules, guidelines or directives in connection with the Dodd-Frank Act shall be deemed to be a Change of Law under this Section 3, regardless of the date enacted, adopted or issued, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices ( or any successor or similar authority) or any Governmental Authority with proper jurisdiction over the Lender shall be deemed to be a Change of Law under this Section 3 regardless of the date enacted, adopted or issued.

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(i) Survival of Obligations. The obligations of the Borrower under this Section 3 shall survive the termination of this Agreement and the payment in full of the Note and the other Obligations of the Borrower hereunder.

(j) Prepayrrent. Notwithstanding anything to the contrary herein, if the Lender seeks to recover from the Borrower any amounts pursuant to the provisions of this Section 3( c ), ( d) or ( e ), the Borrower may prepay the Loan in whole at any time, notwithstanding the provisions of Section ll(a).

SECTION 4. Disbursement Conditions. After the Effective Date and prior to the Commitment Termination Date, upon the satisfaction of the conditions precedent set forth in the Request for Advance, the Borrower may request Advances on the last Business Day of each month. The initial Advance shall be made on the Effective Date, in the amount of $2,078,972.00 (consisting of $402,398.67 to be deposited in the Costs of Issuance Account and $1,676,573.33 to be deposited in the Capitalized Interest Account).

Each Advance shall be requested pursuant to a completed Request for Advance in substantially the form provided in Exhibit C hereto, signed by a Borrower's Authorized Representative. The Lender shall fund each approved Request for Advance within three (3) Business Days following receipt thereof. Advances shall be disbursed solely to pay directly, or to reimburse the Borrower for its prior payment of, Eligible Project Costs; provided, that the Borrower may submit a final Request for Advance ("Final Request for Advance") to fund a final Advance (the "Final Advance") on or before the Fixed Payment Commencement Date. The Final Request for Advance, if any, shall specify that such request is for the Final Advance. Within three (3) Business Days following receipt thereof, the Lender shall fund such Final Advance into a Lender Held Project Fund, that the Lender shall establish and hold upon receipt of the Final Request for Advance. The Borrower shall requisition funds from the Lender Held Project Fund pursuant to a completed requisition in substantially the form provided in Exhibit D hereto, signed by a Borrower's Authorized Representative.

SECTION 5. Term. The term of the Loan and the Note shall extend from the Effective Date to the Final Maturity Date or to such earlier or later date as all amounts due or to become due to the Lender hereunder have been paid.

SECTION 6. Interest Rate. From the Effective Date to the Fixed Payment Commencement Date, the interest rate with respect to the Loan (the "Interest Rate") shall be 70% of the LIBOR Index Rate plus 2.15% per annum. The Interest Rate during this period shall be adjusted on the first day of each month, with the LIBOR Index Rate determined as of the corresponding Rate Reset Date through the Fixed Payment Commencement Date, when interest on the Loan will convert to a fixed Interest Rate of 5.15% per annum, accruing from the Fixed Payment Commencement Date through the Final Maturity Date. Upon the occurrence and during the continuance of an Event of Default, the Interest Rate shall be the Default Rate and the Outstanding Loan Balance shall continue to bear interest at such rate until such Event of Default is cured or the Loan has been paid in full. In all cases, the Interest Rate shall be calculated on the basis of a 360-day year composed of twelve 30-day months.

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SECTION 7. Outstanding Loan Balance and Revisions to the Loan Amortization Schedule. Upon the Commitment Termination Date, the Lender shall determine the Outstanding Loan Balance and shall establish the initial Loan Amortization Schedule, which shall reflect, to the extent reasonably practicable, proportionate adjustments, if necessary, of the amortization payments set forth in the Pro Rata Loan Amortization Schedule. The Lender shall make applicable revisions to the Loan Amortization Schedule upon any prepayment of the Loan. Upon any such revision the Lender shall provide the Borrower with the revised Loan Amortization Schedule. No failure to provide or delay in providing the Borrower with such schedule shall affect any of the obligations of the Borrower under this Agreement or the other Loan Documents.

SECTION 8. Security and Priority; Funds and Accounts; Flow of Funds. As security for the Loan and any additional Obligations, the Borrower hereby pledges, assigns and grants a security interest in and lien on the Collateral. All Toll Revenues received and receivable by the Borrower are to be deposited by the Borrower in the Funds and Accounts described herein and held for the purposes set forth herein, and except as otherwise provided herein, shall not be subject to any lien, levy, garnishment or attachment by any creditor of the Borrower nor shall they be subject to any assignment or hypothecation by the Borrower. Subject only to the provisions hereof permitting the application thereof for or to the purposes and on the terms and conditions set forth herein, the Borrower shall receive all of the Toll Revenues. Moneys on deposit in the Funds and Accounts described in this Section 8 shall be held by the Borrower pending application in accordance with the provisions of this Section 8. Collateral shall be invested only in Permitted Investments.

(a) The following Funds and Accounts are hereby established and created hereunder and shall at all times be held and maintained by the Borrower:

(i) the Toll Revenue Fund;

(ii) the Operation and Maintenance Fund;

(iii) the Project Fund, and within the Project Fund, the Insurance and Condenmation Proceeds Account, the Costs of Issuance Account and the Capitalized Interest Account;

28452743.16

(iv) the Rebate Fund;

(v) the Obligations Fund;

(vi) the Interest Account within the Obligations Fund;

(vii) the Principal Account within the Obligations Fund;

(viii) the Reserve Fund;

(ix) the Repair and Rehabilitation Fund;

(x) the Prepayment Fund;

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(xi) the Rate Stabilization Fund; and

(xii) the Surplus Fund.

The Borrower may establish and maintain additional temporary Funds or Accounts or sub-accounts for the purposes specified herein or for the convenience of the Borrower.

(b) So long as any Obligations are Outstanding, the Borrower shall deposit all Revenue following receipt in the Toll Revenue Fund. Amounts on deposit in the Toll Revenue Fund shall be set aside and shall be applied in the following order of priority, at the times and in the amounts set forth below to the extent that Revenue is available to make such deposits.

First, on each Monthly Funding Date, to the Operation and Maintenance Fund, the amount necessary to increase the balance of the Operation and Maintenance Fund to an amount equal to the Operation and Maintenance Expenses then due and payable;

Second, on each Monthly Funding Date, to the Rebate Fund or any similar rebate fund established with respect to any future tax-exempt Obligations, the amount required to satisfy any applicable rebate requirement payable to the United States Treasury;

Third, on the Monthly Funding Date immediately prior to each Semi-Annual Payment Date, to the Interest Account within the Obligations Fund, the amount of interest due on all Obligations Outstanding on such Semi-Annual Payment Date; provided, that no deposit shall be made if sufficient funds are already on deposit in the Capitalized Interest Account prior to the applicable Semi-Annual Payment Date;

Fourth, on each September 1, to the Principal Account within the Obligations Fund, the amount of principal due with respect to all Obligations Outstanding on the following Principal Payment Date;

Fifth, on each September 1, to the Reserve Fund ( or the applicable Account therein) the amount necessary so that the balance therein equals the Reserve Requirement;

Sixth, on each September 1, to the extent sufficient funds are then available after application of funds for the purposes specified in the prior clauses First through Fifth, to the Repair and Rehabilitation Fund, the amount necessary so that the balance therein equals the Repair and Rehabilitation Fund Requirement;

Seventh, on each September 1, commencing September 1, 2019, to the extent sufficient funds are available after application of funds for the purposes specified in the prior clauses First through Sixth, to the Prepayment Fund, the amount specified by Section 1 0(b) hereof;

Eighth, on each September 1, to the extent sufficient funds are then available after application of funds for the purposes specified in the prior clauses First through Seventh, to the Rate Stabilization Fund, the amount necessary so that the balance therein equals the Rate Stabilization Fund Requirement; and

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Ninth, on each September 1, and only to the extent funds are then available after application of funds for the purposes specified in the prior clauses First through Eighth, to the Surplus Fund, all remaining amounts, if any.

( c) Operation and Maintenance Fund. The Borrower shall apply the funds in the Operation and Maintenance Fund for the payment of Operation and Maintenance Expenses in accordance with the terms of this Agreement. All interest, profits and other income received from the investment of monies in the Operation and Maintenance Fund shall be deposited in the Operation and Maintenance Fund.

( d) Rebate Fund. All money at any time deposited in the Rebate Fund shall be held by the Borrower to satisfy any applicable rebate requirement payable to the United States of America. All interest, profits and other income received from the investment of monies in the Rebate Fund shall be deposited in the Rebate Fund.

( e) Project Fund. The Borrower shall deposit proceeds of Advances into the Project Fund and shall pay Eligible Project Costs from amounts so deposited. The Borrower shall keep and maintain accurate records of all expenditures from the Project Fund and shall provide such records to the Lender upon reasonable request in writing.

The Borrower may deposit monies, or cause the deposit of monies, into the Costs of Issuance Account to pay fees and expenses associated with the Loan and this Agreement. Amounts remaining in the Costs of Issuance Account on April 1, 2018 shall be released to the Project Fund to pay Eligible Project Costs.

The Borrower may deposit monies, or cause the deposit of monies, into the Capitalized Interest Account to pay interest due on the Loan in accordance with this Agreement.

All interest, profits and other income received from the investment of monies in the Project Fund shall be deposited in the Project Fund.

(f) Interest Account. On each Semi-Annual Payment Date, and on each other date when the interest portion of debt service on the Loan or any other Obligations shall be due and payable, the Borrower shall apply pro rata to the payment of the interest due on such Obligations in accordance herewith, first from monies on deposit in the Capitalized Interest Account and second from monies on deposit in Interest Account. Notwithstanding the foregoing, on or after October 1, 2019, with the prior written consent of the Lender (which consent shall not be unreasonably withheld, conditioned or delayed), amounts on deposit in the Capitalized Interest Account may be transferred from the Capitalized Interest Account to the Reserve Fund or the Prepayment Fund, as specified in such written consent.

(g) Principal Account. On each Principal Payment Date, and on each other date when the principal portion of debt service (including any mandatory sinking fund redemption payments) on the Loan or any other Obligations shall be due and payable, the Borrower shall apply monies on deposit in the Principal Account pro rata to the payment of the principal due with respect to such Obligations in accordance herewith.

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(h) Insurance and Condemnation Proceeds Account. Proceeds of fire and other casualty insurance payable to or received by the Borrower with respect to the Project (whether by way of claims, return of premiums, ex gratia settlements or otherwise), and proceeds of any condenmation awards payable to or received by the Borrower with respect to the Project shall be transferred by the Borrower to and deposited in the Insurance and Condenmation Proceeds Account. Amounts on deposit in the Insurance and Condemnation Proceeds Account may be used by the Borrower to pay the costs of restoration, repair or rehabilitation of the Project or portion thereof to which such insurance or condenmation proceeds relate; provided, however, that any portion of such amounts that the Borrower elects not to use for such restoration, repair or rehabilitation of the Project or that are in excess of the amount needed for such restoration, repair or rehabilitation of the Project shall be deposited in the Obligations Fund.

(i) Reserve Fund. In addition to funding the Reserve Fund from amounts deposited pursuant to Section S(b) hereof, the Borrower may also fund the Reserve Fund from any other source oflegally available funds.

If on any (x) Semi-Annual Payment Date for Obligations secured by the Reserve Fund or an Account within the Reserve Fund, (y) Principal Payment Date for such Obligations or (z) redemption date on which such Obligations are subject to mandatory sinking fund redemption, the amount on deposit in the applicable Account of the Obligations Fund, determined after taking into account all amounts transferred to such Account of the Obligations Fund in accordance with clauses Third and Fourth of Section S(b ), is not sufficient to pay interest and/or principal and/or the redemption price (excluding any redemption premium) due on such Obligations, then moneys shall be transferred to the Interest Account and/or the Principal Account, as applicable, from the applicable Account of the Reserve Fund in the amount that, together with moneys then on deposit in the applicable Account of the Obligations Fund, will be sufficient to pay interest and/or principal and/or the redemption price (excluding any redemption premium) due on such Obligations on such date. Moneys shall be transferred first to the Interest Account until such Account, together with any available funds then on deposit in the Interest Account, is sufficiently funded with respect to such Obligations and thereafter, to the Principal Account until such Account, together with any available funds then on deposit in the Principal Account, is sufficiently funded with respect to such Obligations.

Upon the maturity of Obligations secured by funds on deposit in an Account of the Reserve Fund or upon the earlier redemption of all or any portion of such Obligations, the Borrower may deposit in the applicable Account within the Reserve Fund to the Principal Account for application to the final payment of principal of all or a portion of the Obligations secured thereby or to an escrow account established for defeasance of such Obligations; provided, that if less than all of the Obligations mature or are redeemed, the amount remaining on deposit in such Account of the Reserve Fund following any such transfer shall not be less than the Reserve Requirement applicable to the Obligations secured thereby to remain Outstanding.

On the date of issuance of any Obligations that have a reserve requirement, an amount equal to the reserve requirement for such Obligations shall be deposited in the Reserve Fund in an Account solely for the benefit of those Obligations.

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(j) Repair and Rehabilitation Fund. The Repair and Rehabilitation Fund shall be funded from any lawful source of funds of the Borrower and amounts transferred pursuant to clause Sixth of Section S(b ). On any date on which capital expenditures are due and payable or reasonably expected to become due and payable, monies on deposit in the Repair and Rehabilitation Fund shall be applied by the Borrower to pay such expenditures.

(k) Prepayment Fund. The Prepayment Fund shall be funded from amounts transferred pursuant to clause Seventh of Section S(b) and Section 1 0(b) hereof, commencing September 1, 2019, or from amounts transferred from the Capitalized Interest Account with the prior written consent of the Lender. Amounts on deposit in the Prepayment Fund are hereby pledged to the payment of the Loan (including any prepayments of the Loan) and will be applied only for such purposes as permitted in this Agreement. On each applicable Principal Payment Date, the Borrower will transfer moneys on deposit in the Prepayment Fund in an amount equal to the Loan prepayment then due to the Lender pursuant to Section 1 0(b) hereof. Upon payment in full of the Loan, amounts, if any, on deposit in the Prepayment Fund and not needed for any other purpose hereunder shall be withdrawn from the Prepayment Fund and transferred to the Surplus Fund.

(1) Rate Stabilization Fund. The Rate Stabilization Fund shall be funded from amounts transferred pursuant to clause Eighth of Section S(b) and may be funded by the Borrower from any other legally available source of funds. The Borrower may fund the Rate Stabilization Fund at or above the Rate Stabilization Fund Requirement. Amounts in the Rate Stabilization Fund may be withdrawn by the Borrower and transferred to the Interest Account or Principal Account in the Obligations Fund and used to pay debt service on Obligations.

(m) Surplus Fund. Amounts on deposit in the Surplus Fund shall not be subject to the lien and pledge of this Agreement, and the Borrower shall have the exclusive right to withdraw or otherwise dispose of or transfer funds on deposit in the Surplus Fund to any account ( or to any Person) as permitted by law, including but not limited to the Act.

SECTION 9. Payment of Principal and Interest. The Borrower agrees to pay the principal of and interest on the Loan by making payments in accordance with the provisions of this Agreement on each Payment Date and on each other date (including, without limitation, the Final Maturity Date) on which payment thereof is required to be made hereunder, from Net Revenue and such other amounts as provided herein.

(a) Payment of Debt Service. On each Payment Date occurring, on or after the Debt Service Payment Commencement Date, the Borrower shall pay the amount of principal of and interest on the Loan due and payable as of such date as determined in accordance with this Agreement. On each Payment Date commencing on the Fixed Payment Commencement Date, the Borrower shall pay Debt Service in the amount of 100% of the amount of principal of and interest on the Loan due and payable as of such date as set forth on Exhibit A ( each such payment on and after the Fixed Payment Commencement Date being a "Fixed Payment").

(b) Manner of Payment. Payments under this Agreement shall be made by wire transfer on or before each Payment Date in immediately available funds in accordance with

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payment instructions provided by a Lender's Authorized Representative pursuant to Section 24, as modified in writing from time to time by a Lender's Authorized Representative.

SECTION 10. Prepayment.

(a) Optional Prepayment. The Borrower may optionally prepay the Loan in whole or in part ( and, if in part, the principal installments thereof to be prepaid shall be determined by the Borrower), at any time on or after October 1, 2027, without penalty or premium, by paying to the Lender such principal amount of the Loan to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment.

The Borrower may optionally prepay the Loan in whole or in part ( and, if in part, the principal installments thereof to be prepaid shall be determined by the Borrower), on any Rate Reset Date on or after October 1, 2018, without penalty or premium, by paying to the Lender such principal amount of the Loan to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment.

Each prepayment of the Loan shall be made on such date and in such principal amount as shall be specified by the Borrower in a written notice delivered to the Lender. In the case of any partial prepayment, such written notice shall be delivered to the Lender not less than ten (10) days or more than thirty (30) days prior to the date set for prepayment. Notwithstanding anything to the contrary herein, if the Lender seeks to recover from the Borrower any amounts pursuant to the provisions of Section 3( c ), ( d) or ( e ), the Borrower may prepay the Loan in whole at any time, without penalty or premium, in a minimum denomination of $50,000, notwithstanding the provisions of this Section l0(a).

(b) Mandatory Prepayment. On September 1, 2019 and on September 1, 2020, the Borrower shall deposit in the Prepayment Fund 50% of Excess Net Revenue, if any. On each September 1 thereafter, the Borrower shall deposit in the Prepayment Fund the following percentage of Excess Net Revenue, if any, corresponding to the Coverage Ratio for the immediately preceding Fiscal Year calculated in accordance with Section 15( o) hereof:

Percentage of Excess Net Revenue to be Deposited into the Prepayment Fund

50% 33% 25%

Coverage Ratio

Less than 175% 175%to 200%

Greater than 200%

The Borrower shall prepay the Loan on October 1, 2019 and on each Principal Payment Date thereafter from all Excess Net Revenue so deposited into the Prepayment Fund, by paying the principal amount of the Loan to be prepaid, without premium, in a minimum denomination of $50,000. Each such mandatory prepayment shall be applied to the last principal maturity of the then Outstanding Loan. The Borrower shall provide the Lender timely notice of each mandatory prepayment made pursuant to this Section l0(b ).

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SECTION 11. Compliance with Laws. The Borrower covenants to reqmre its contractors and subcontractors to abide by all applicable federal and State laws.

SECTION 12. Conditions Precedent. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not become effective and the Lender shall have no obligation to disburse any Advances to the Borrower until each of the following conditions precedent shall have been satisfied:

(a) The Borrower shall have duly executed and delivered to the Lender this Agreement and the Note, in each case in form and substance satisfactory to the Lender.

(b) Counsel to the Borrower shall have rendered to the Lender a legal opinion in form and substance satisfactory to the Lender.

( c) The Borrower shall have delivered to the Lender a certificate designating the Borrower's Authorized Representative and such person's position and incumbency.

( d) The Borrower shall have delivered to the Lender: (i) certificates of insurance evidencing any applicable commercial coverage required by Section l 5(h) hereof and (ii) a closing certificate confirming self-insurance required by Section 15(h).

( e) The Borrower shall also have delivered such other agreements, documents, instruments, opinions and other items required by the Lender, all in form and substance satisfactory to the Lender.

SECTION 13. Representations and Warranties of Borrower. The Borrower hereby represents and warrants as of the Effective Date as follows:

(a) The Borrower is a county transportation authority existing under the laws of the State, duly organized, validly existing and in good standing under the laws of the State, has full legal right, power and authority to enter into the Loan Documents and to carry out and consummate all transactions contemplated by hereby and thereby and has duly authorized the execution, delivery and performance of such Loan Documents.

(b) As of the Effective Date, the officers of the Borrower executing the Loan Documents currently in existence to which the Borrower is a party, are duly and properly in office and fully authorized to execute the same.

( c) Each of the Loan Documents has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding agreement of the Borrower enforceable in accordance with its terms, except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (B) is subject to general principles of equity (regardless of whether enforceability is considered in equity or at law), judicial discretion and limitations on remedies against transportation commissions in the State.

( d) The execution and delivery of the Loan Documents currently in existence to which the Borrower is a party, the consummation of the transactions contemplated in such

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Loan Documents and the fulfillment of or compliance with the terms and conditions of such Loan Documents will not, in any material respect, conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) by the Borrower of any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited Lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower.

(e) No consent or approval of any holder of any indebtedness of the Borrower or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any Governmental Authority required as of the date hereof is necessary in connection with the execution and delivery by the Borrower of the Loan Documents currently in existence, the consummation of any transaction contemplated by such Loan Documents, or the fulfillment of or compliance with the Borrower of the terms and conditions of such Loan Documents, except as have been obtained or made and as are in full force and effect.

(f) There is no action, suit, proceeding, inquiry or investigation before or by any court or other Governmental Authority, pending, or to the knowledge of the Borrower after reasonable inquiry and investigation, threatened against or affecting the Borrower or the assets, properties or operations of the Borrower that is likely to have a Material Adverse Effect. The Borrower is not in default ( and no event has occurred and is continuing that with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any other Governmental Authority, which default would be reasonably likely to have a Material Adverse Effect.

(g) The Lien is in full force and effect and is not subordinate or junior to any other Liens in respect of the Collateral, and the Borrower is not in breach of any covenants set forth in Section 15( c) of this Agreement with respect thereto. This Agreement creates a valid pledge in favor of the Lender of the Net Revenue and, as of the Effective Date, all necessary actions on the part of the Borrower and the Lender have been taken as required to pledge the Net Revenue in favor of the Lender. As of the Effective Date, the Borrower has not pledged or granted a lien, security interest or other encumbrance of any kind on the Net Revenue on a parity with the Note.

(h) The representations, warranties and certifications of the Borrower set forth in this Agreement are true and accurate.

(i) Upon execution and delivery of this Agreement, the Borrower is not in default in any material respect under the terms hereof or thereof and no event has occurred or condition exists that, with due notice or lapse of time or both, would constitute an Event of Default.

(j) All authorizations, consents, approvals, licenses, permits and reviews required as of the Effective Date for the undertaking and completion by the Borrower of the

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Project have been obtained or effected and are in full force and effect and there is no basis for the revocation of any such authorization, consent, commitments or approval.

(k) To its knowledge, after reasonable investigation, the Borrower is not in violation of (i) any applicable anti-money laundering laws, including those contained in the Bank Secrecy Act, (ii) any applicable economic sanction laws administered by OF AC or by the United States Department of State or (iii) any applicable anti-drug trafficking, anti-terrorism, or anticorruption laws, civil or criminal.

(1) The Borrower has not taken any action or omitted to take any action, and knows of no action taken or omitted to be taken by any other person or entity, which action, if taken or omitted, would cause interest on the Loan to be subject to personal income taxes levied by the State.

(m) As of the Effective Date, the Borrower has no knowledge that it has made any material investment, or entered into any agreement for the purpose of effecting any such investment, that is not permitted to be made pursuant to the Act or this Agreement.

(n) The Borrower is not an "investment company" or a company "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended.

( o) No part of the proceeds of the Loan will be used for the purpose, whether immediate, incidental or ultimate, to purchase or carry any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended from time to time), or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(p) No representation, warranty or other statement made by the Borrower with respect to the Net Revenue in or pursuant to this Agreement or any Loan Document or any other document or financial statement with respect to the Toll Revenues provided by the Borrower to the Lender in connection with this Agreement or any other Loan Document, except as disclosed to the Lender in writing, contains any untrue statement of a material fact. All information, reports and other papers and data with respect to the Net Revenue furnished to the Lender were, at the time the same were so furnished, accurate in all material respects or were replaced with accurate information. Any financial statements and cash flows furnished to the Lender with respect to the Net Revenue were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of conditions existing at the time of the delivery of such financial statements and cash flows. No fact is known to the Borrower that in the future may (so far as it can reasonably foresee) materially and adversely affect the security for the Note, or the Borrower's ability to repay when due its obligations under this Agreement or the Note.

( q) The audited financial statements of the Borrower for each of its fiscal years ended June 30, 2015 and June 30, 2016, including balance sheets as of June 30 of each of said years, all examined and reported on by independent public accountants, prepared by the Borrower, as heretofore delivered to the Lender correctly and fairly present the financial condition of the Borrower as of said dates and the results of the operations of the Borrower for

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each of such periods, respectively, and have been prepared in accordance with generally accepted accounting principles consistently applied except as stated in the notes thereto; and there has been no Material Adverse Change since June 30, 2016.

(r) The Borrower is not entitled to immunity from legal proceedings to enforce this Agreement or any other Loan Document (including, without limitation, immunity from service of process or immunity from jurisdiction of any court otherwise having jurisdiction) and is subject to claims and suits for damages in connection with its obligations under the Agreement pursuant to and in accordance with the laws of the State applicable to public entities such as the Borrower.

(s) To the best knowledge of the Borrower, there is no amendment, or proposed amendment certified for placement on a statewide ballot, to the Constitution of the State or any published administrative interpretation of the Constitution of the State or any State law, or any legislation that has passed either house of the State legislature, the effect of which (a) would be materially adversely affect the ability of the Borrower to perform its obligations under this Agreement or any of the other Loan Documents or (b) would invalidate, eliminate or reduce the Toll Revenues.

SECTION 14. Representations, Warranties, and Covenants of Lender. The Lender represents and warrants that:

(a) The Lender has all requisite power and authority to make the Loan and to perform all transactions contemplated by the Loan Documents to which it is a party.

(b) The Loan Documents to which the Lender is a party have been duly authorized, executed and delivered by Lender, and are legally valid and binding agreements of the Lender, enforceable in accordance with their terms.

( c) The officers of the Lender executing each of the Loan Documents to which the Lender is a party is duly and properly in office and fully authorized to execute the same on behalf of the Lender.

SECTION 15. Borrower Covenants. The Borrower hereby covenants and agrees that:

(a) Permitted Indebtedness. Except for Permitted Debt, the Borrower shall not issue or incur indebtedness of any kind payable from the Collateral.

(b) Additional Obligations. The Borrower shall not issue additional Obligations or incur any other indebtedness secured by all or any portion of the Collateral that is prior to the Lien securing the Loan without first obtaining the written consent of the Lender, which consent shall not be unreasonably withheld. Consent of the Lender shall not be required for (i) any Obligation issued on a basis subordinate to the Lien securing the Loan and (ii) any Obligation secured on a parity basis with the Lien issued or incurred in accordance with this Section l 5(b ).

The Borrower may issue or incur additional Obligations secured by Net Revenue ( excluding transfers from the Rate Stabilization Fund) on a parity with the Loan; provided, that

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the Lender receives a certificate from the Borrower to the effect that Net Revenue will not be less than one hundred thirty percent (130%) of Annual Debt Service, and a certificate from the Borrower to the effect that, as of the date of issuance of the proposed additional Obligations:

(1) Net Revenue during the preceding Fiscal Year ending not more than ninety (90) days prior to the date of delivery of the proposed additional Obligations, was sufficient to satisfy the covenant set forth in Section 15( o ), and

(2) projected Net Revenue for each Fiscal Year over the term of the proposed additional Obligations is expected to be sufficient to satisfy the covenant set forth in Section 15( o) in each Fiscal Year.

( c) Securing the Lien. The Borrower shall at any and all times, so far as it may be authorized by law, adopt, make, do, execute, acknowledge and deliver, all and every such further resolutions, acts, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning, securing and confirming the Lien on the Collateral granted for the benefit of the Lender under this Agreement. The Borrower shall at all times, to the extent permitted by law, defend, preserve and protect the Lien granted pursuant to this Agreement to the Lender against all claims and demands of all Persons whomsoever.

( d) Copies of Documents. The Borrower shall furnish to the Lender a copy of any offering document and cash flow projections prepared in connection with the incurrence of any Permitted Debt, as well as copies of any continuing disclosure documents pertaining to Obligations, prepared or filed in connection with the applicable rules of the U.S. Securities and Exchange Commission, in each case promptly following the preparation or filing thereof.

(e) Use of Proceeds; Other Sources Permitted. The Borrower shall use the proceeds of the Loan only to pay, or to reimburse the Borrower for, Eligible Project Costs. Notwithstanding any provision to the contrary in this Agreement, the Borrower may, in accordance with the Act and other applicable laws, construct, reconstruct, rehabilitate, improve, acquire, lease, operate, or maintain, or any combination of these, both tolled and non-tolled facilities, structures, onramps, connector roads, bridges, and roadways that are on, necessary for, or related to the construction or operation of the Project using any funds legally available therefore, including, without limitation and as applicable, proceeds of federal, State and local grants, loans and matching funds. Notwithstanding any other provision of this Agreement, the United States of America, the State or any of their respective agencies, departments or political subdivisions may construct, reconstruct, rehabilitate, improve, acquire, lease, operate, maintain, or any combination of these, both tolled and non-tolled facilities, structures, onramps, connector roads, bridges, and roadways related to or competing with the Project or to pay for all or any part of the cost thereof. The Borrower has no power or authority to grant, permit, prohibit, prevent or interfere with any such actions.

(f) Prosecution of Work. The Borrower shall diligently prosecute, or cause to be prosecuted, the work relating to the Project.

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(g) Operations and Maintenance. Borrower shall operate and maintain the Toll Road in a reasonable and prudent manner and shall maintain the Project in good repair, working order and condition and shall from time-to-time make or cause to be made all necessary and proper replacements, repairs, renewals and improvements so that the Toll Road shall not be materially impaired. The Borrower shall at all times do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises and authorizations material to the conduct of its business, and comply in all material respects with all applicable laws, rules, regulations, orders, decrees, judgments or administrative decisions, whether now in effect or hereafter enacted, of any Governmental Authority having jurisdiction over the Borrower or its assets or operations and all other federal, state and local laws, rules, regulations, orders, decrees, judgments and administrative decisions relating to the environment, the preservation or reclamation of natural resources, the management, release or threatened release of any hazardous material or to health and safety matters).

(h) Insurance. The Borrower shall at all times maintain, or cause to be maintained, insurance, which may include self-insurance, with respect to the Project (including insurance required to be obtained by the contractor(s) during the construction period of the Project), against accident to, loss of or damage to the Project, with responsible insurance and/or reinsurance companies authorized and qualified to do business in the State and to assume the risks thereof consistent with insurance requirements of agreements entered into by the Borrower in connection with the design, construction, operation and maintenance of the Project, with the Lender listed as an additional insured, as applicable.

(i) Notice. The Borrower shall, within five (5) Business Days after the Borrower learns of the occurrence of an Event of Default or any event that, given notice or the passage of time or both, would constitute an Event of Default, give the Lender notice of such event.

(j) Remedied Action. Within thirty (30) calendar days after the Borrower learns of the occurrence of an Event of Default or any event that, given notice or the passage of time or both, would constitute an Event of Default, the Borrower's Authorized Representative shall provide a statement setting forth the actions the Borrower proposes to take with respect thereto.

(k) No Lien Extinguishment or Adverse Amendments. Borrower shall not, without the prior written consent of the Lender, either (i) extinguish the lien on the Collateral or (ii) amend, modify, supplement or grant or receive any waiver with respect to any Loan Documents in a manner that could adversely affect the Lender in connection with the Loan. Except as otherwise agreed by the Lender in writing, the Borrower will provide to the Lender copies of any proposed amendments to any Loan Documents at least thirty (30) days prior to the effective date thereof.

(1) Maintenance of Existence and Powers. To the fullest extent permitted by law, the Borrower shall maintain its legal existence. The Borrower covenants that it will at all times use its best efforts to maintain the powers, rights, functions, duties and obligations now reposed on it pursuant to the Act and all other laws and will not at any time voluntarily do, suffer or permit any act or thing the effect of which would be to hinder, delay or imperil either the

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payment of the indebtedness evidenced by any of the Obligations or the performance or observance of any of the covenants contained in this Agreement.

(m) Toll Operator. The Borrower shall at all times use its best efforts to maintain a Toll Operator. The Borrower shall provide timely written notice of any successor Toll Operator to the Lender.

(n) Reserve Fund. The Borrower shall maintain the Reserve Fund in an amount equal to the Reserve Requirement. Amounts in the Reserve Fund shall be made available to ensure the timely payment of Annual Debt Service on the Loan and applicable Series of Obligations in accordance with this Agreement. The Borrower may replace all or a portion of the required balance thereof, with an irrevocable letter of credit, insurance policy or similar instrument provided by a financial institution with a long-term credit rating at the time of initial delivery of any such instrument in one of the top two Rating Categories.

( o) Rate Covenant. The Borrower covenants that it shall at all times, from and after the commencement of the first full Fiscal Year following the Substantial Completion Date, establish, levy, maintain and collect tolls in connection with the Project and establish such charges for use of the property constituting any part of the Project, including, without limitation and as permitted by law, leasehold payments, concession payments, rents and other charges, as shall be sufficient, collectively, to produce Net Revenue in each Fiscal Year equal to one hundred ten percent (ll0%) of the Annual Debt Service in such Fiscal Year on all Outstanding Obligations (the "Coverage Ratio"). In making such calculation, the Borrower may take into consideration as a credit against Annual Debt Service any amounts received, or reasonably expected to be received, in the Fiscal Year from or as a result of any additional security irrevocably granted or pledged by the Borrower with respect to any Obligation; provided, that if such grant or pledge is not for the benefit of all Obligations, the amounts expected to be received may only be taken into account when making the calculation with respect to the Obligations receiving the benefit of such grant or pledge.

Within sixty (60) calendar days after the end of each Fiscal Year (beginning with the first full Fiscal Year following the Substantial Completion Date), the Borrower will file with the Lender a report setting forth the Net Revenue and the Coverage Ratio for such Fiscal Year (such date of computation being hereinafter referred to as the "Coverage Calculation Date"). The failure of toll rates to yield an amount sufficient to achieve the required Coverage Ratio shall not be deemed to constitute an Event of Default. If any such report indicates that the Net Revenue for a Fiscal Year was less than the amount required to satisfy the required Coverage Ratio for such Fiscal Year, then as soon as practicable after delivering such report to the Lender, the Borrower shall employ a Traffic Consultant to review and analyze the operations of the Project and to submit to the Board, as soon as practicable (but not later than such date as will enable the Board to act upon it within one hundred and eighty (180) calendar days after the end of the Fiscal Year in question), a written report that shall include the actions that the Traffic Consultant recommends should be taken by the Borrower with respect to (i) revising the toll rates, (ii) altering its methods of operation, or (iii) taking other action projected to produce the amount so required in each year with each Coverage Ratio ( or, if less, the maximum amount deemed feasible by the Traffic Consultant and that the Traffic Consultant estimates will not adversely affect the amount of Net Revenue). Promptly upon its receipt of such written report ( and, in any

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case, within 180 days after the end of the Fiscal Year in question), after giving due consideration thereto, the Borrower will revise the toll rates, as permitted by law, alter its methods of operation, or take such other action as it deems appropriate. Such revisions, alterations, or actions need not comply with the recommendations of the Traffic Consultant so long as Net Revenue projected by the Traffic Consultant to be produced by the revisions, alterations or actions then taken by the Borrower are at least equal to the amount required under this Agreement.

The Borrower further covenants that such toll rates for traffic using the Project will be established and maintained in a reasonable way to cover all traffic ( other than vehicles used for maintaining the Project; police, fire, and other public emergency vehicles; buses owned and operated by any public agency; vehicles with multiple passengers or which allow for a limited number of passengers, including motorcycles, according to policies determined by the State or the Borrower; electric, hybrid-electric and other vehicles that meet emission-reduction policies determined by the State or the Borrower; vehicles that are otherwise exempt from payment of tolls under State or federal law; and any vehicles during a public emergency declared by the Borrower) consistent with the requirements hereof, but with such classifications as the Borrower may deem appropriate.

Notwithstanding any provision to the contrary, nothing in this Section 15( o) shall be deemed to require the Borrower to collect tolls and other fees with respect to which the Borrower has determined, based upon a report from a Traffic Consultant, that the costs of collection would exceed the amount of tolls and other fees expected to be collected; provided, further, that nothing contained in this Section 15( o) shall prevent the Borrower from temporarily reducing or eliminating tolls and other fees in connection with programs which it intends to use to increase Net Revenue.

(p) Annual Operating Budget. The Borrower hereby covenants to provide to the Lender, on or prior to June 30 of each year, an annual operating budget for the Toll Road for the coming Fiscal Year, specifying budgeted operating revenues, operation and maintenance expenses, renewals and replacements and other capital expenses and extraordinary expenses for such Fiscal Year.

(q) Sovereign Immunity. To the extent that the Borrower has or hereafter may acquire under any applicable law any right to immunity from legal proceedings on the grounds of sovereignty or otherwise, the Borrower, to the fullest extent permitted by law, hereby irrevocably waives such rights to immunity for itself and agrees not to invoke any defense of immunity in respect of its obligations arising under or related to this Agreement or the Note.

(r) No Prohibited Sale or Assignment. Except to the extent permitted by the Act, the Borrower shall not sell or assign all or substantially all of its rights in and to the Project without the written consent of the Lender and shall not sell or assign its rights and obligations under this Agreement unless such sale or assignment is not expected to result in a Material Adverse Effect and is upon terms and conditions approved in writing by the Lender in its sole discretion.

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(s) Material Obligations. The Borrower will pay its material obligations promptly and in accordance with their terms and pay and discharge promptly all material taxes, assessments and govermnental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful and material claims for labor, materials and supplies or other claims that, if unpaid, might give rise to a Lien upon such properties or any part thereof, except Permitted Liens; provided, however, that such payment and discharge shall not be required with respect to any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested by the Borrower in good faith by appropriate proceedings and so long as the Borrower shall, to the extent required GAAP on a consistent basis, set aside on its books adequate reserves with respect thereto.

(t) Fiscal Year. The Borrower will not at any time adopt any fiscal year other than the Fiscal Year, except upon written notice to the Lender.

(u) No Prohibited Business. The Borrower will not at any time engage in any business or activity other than as is authorized or not prohibited by the laws of the State.

(v) No Swaps. The Borrower shall not enter into any interest rate swap agreements that are to be paid from Revenue without the prior written consent of the Lender.

(w) Preservation of Existence. To the fullest extent permitted by law, the Borrower shall maintain its legal existence.

(x) Compliance With Law. The Borrower shall comply with all laws, rules and regulations (including all Environmental Laws), and with all final orders, writs, judgments, injunctions, decrees or awards to which it may be subject; provided, however, that the Borrower may contest the validity or application thereof and appeal or otherwise seek relief therefrom, and exercise any and all of the rights and remedies which it may have with regard thereto, so long as such acts do not affect the Borrower's power and authority to execute and deliver this Agreement or any other Loan Documents to which it is a party, to perform its obligations and to pay all amounts payable by it hereunder, under the Note and under the other Loan Documents.

(y) Federal Reserve Board Regulations. The Borrower shall not use the monies received hereunder, or permit the use of the monies received hereunder, in violation of Regulation U, as amended, promulgated by the Board of Governors of the Federal Reserve System.

( z) Accounting Method. The Borrower shall not materially change its method of accounting relating to Revenue, or the times of commencement or termination of fiscal years or other accounting periods relating to Revenue without first disclosing in writing such change to the Lender.

(aa) Tax Covenants. The Borrower covenants in connection with the Loan as follows:

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(A) Special Definitions. When used in this Section, the following terms shall have the following meanings:

"Computation Date" has the meanmg set forth m section 1.148-l(b) of the Treasury Regulations.

"Gross Proceeds", with respect to an issue, means any proceeds of that issue as defined in section 1.148-l(b) of the Treasury Regulations (referring to sales, investment and transferred proceeds), and any replacement proceeds of that issue as defined in section 1.148-l(c) of the Treasury Regulations.

"Investment" means (i) any security (within the meaning of section 165(g)(2)(A) or (B) of the Code), (ii) any obligation (notwithstanding that such obligation may be a tax-exempt bond), (iii) any annuity contract, (iv) when allocated to a bond other than a private activity bond, any residential rental property for family units that is not located within the jurisdiction of the issuer and that is not acquired to implement a court ordered or approved housing desegregation plan, or (v) any investment-type property (as defined in section 1.148-1( e) of the Treasury Regulations).

"Nonpurpose Investment," with respect to an issue, means any investment other than a tax-exempt bond that is not a specified private activity bond (within the meaning of section 57( a)( 5)(C) of the Code), in which Gross Proceeds of that issue are invested and that is not acquired to carry out the governmental purposes of that issue.

"Proceeds," with respect to an issue of governmental obligations, has the meaning set forth in has the meaning set forth in section 1.148- l(b) of the Treasury Regulations (referring to sales, investment and transferred proceeds, but not replacement proceeds, of that issue).

"Rebate Amount" has the meaning set forth in section 1.148-l(b) of the Treasury Regulations.

"Treasury Regulations" means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code.

"Yield" shall have:

(1) with respect to any Investment or class of Investments, the meaning set forth in section 1.148-5 of the Treasury Regulations; and

(2) with respect to any issue, that meaning set forth in section 1.148-4 of the Treasury Regulations.

(B) Nct to Cause Interest to Become Taxable. The Borrower shall not use, permit the use of, or omit to use Gross Proceeds of the Loan or any other amounts ( or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds) in a manner that if made or omitted, respectively, could cause the interest on the Loan to fail to be excluded pursuant

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to section 103(a) of the Code from the gross income of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Borrower receives a written opinion of Counsel to the effect that failure to comply with such covenant will not adversely affect the exclusion pursuant to section 103(a) of the Code of interest on the Loan from the gross income of the owners thereof for federal income tax purposes, the Borrower shall comply with each of the specific covenants in this Section.

(C) Private Use IT Private Payrrents. Except as would not cause the Loan to become a "private activity bond" within the meaning of section 141 of the Code and the Treasury Regulations and rulings thereunder, the Borrower shall at all times prior to the final maturity date of the Loan:

(1) exclusively own, operate and possess all property the acquisition, construction or improvement of which has been or is to be financed or refinanced directly or indirectly with Gross Proceeds of the Loan and not use or permit the use of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States of America or any agency, department and instrumentality thereof) other than a state or local government, or agency or instrumentality thereof ( a "nongovernmental person"), unless such use is solely as a member of the general public;

(2) not directly or indirectly impose or accept any charge or other payment upon or by any person or entity in respect of the use by any nongovernmental person of Gross Proceeds of the Loan, or of any property the acquisition, construction or improvement of which has been or is to be financed or refinanced directly or indirectly with such Gross Proceeds that is of the type described in clause (i) foregoing, prcwided that such restriction shall not apply to payments that are of taxes of general application within the jurisdiction of the Borrower.

(D) No Private Loan. Except as would not cause the Loan to become a "private activity bond" within the meaning of section 141 of the Code and the Treasury Regulations and rulings thereunder, the Borrower shall not use Gross Proceeds of the Loan to make or finance any loan to any nongovernmental person or entity other than a state or local government. For purposes of the foregoing covenant, Gross Proceeds of the Loan will be treated as "loaned" to a person or entity not only if such Gross Proceeds are provided to that person or entity under circumstances that create an indebtedness of that person or entity under local law or for federal income tax purposes, but also if: ( a) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (b) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or ( c) indirect benefits of such Gross Proceeds, or burdens and benefits of ownership of any property acquired, constructed or improved with such Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan.

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(E) Nct to Invest at Higher Yield. Except as would not cause the Loan to become an "arbitrage bond" within the meaning of section 148 of the Code and the Treasury Regulations and rulings thereunder, the Borrower shall not, at any time prior to the final maturity of the Loan, directly or indirectly invest Gross Proceeds of the Loan in any Investment, if as a result of such investment the Yield of any Investment or class of Investments acquired with Gross Proceeds of the Loan, whether then held or previously disposed of, would materially exceed the Yield of the Loan, all as determined in accordance with the provisions of said section 148 and Treasury Regulations and rulings.

(F) Nct Federally Guaranteed. Except to the extent permitted by section l 49(b) of the Code and the Treasury Regulations and rulings thereunder, the Borrower shall not take or omit to take any action that would cause the Loan to be "federally guaranteed" within the meaning of section l 49(b) of the Code and the Treasury Regulations and rulings thereunder. Without limitation of the foregoing, the Borrower will not permit any portion of the debt service on the Loan to be guaranteed (in whole or in part) by the United States of America, or more than 5% of the proceeds of the Loan to be loaned to any person under which the obligation of that person to repay such loan is guaranteed (in whole or in part) by the United States of America, or more than 5% of the proceeds of the Loan to be invested (directly or indirectly) in federally insured deposits or accounts. For this purpose, a guarantee or insurance by an agency or instrumentality of the United States of America will be treated as though made or provided by the United States of America.

(G) I nforrrati m Report The Borrower shall timely file any information required by section 149( e) of the Code with respect to the Loan with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe.

(H) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section l 48(f) of the Code and the Treasury Regulations, in order to assure that the Loan is not treated as an arbitrage bond:

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(1) the Borrower shall account for all Gross Proceeds of the Loan (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds ( and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the Loan is discharged. However, to the extent permitted by law, the Borrower may commingle Gross Proceeds of Loan with its other monies, provided that it separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith in accordance with applicable Treasury Regulations;

(2) not less frequently than each Computation Date, the Borrower shall retain the services of a qualified rebate analyst to calculate the Rebate Amount in accordance with rules set forth in section l 48(f) of the Code and the Treasury Regulations and rulings thereunder. The Borrower

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promptly shall report to the Lender the results of such calculation, including the basis therefor, in sufficient detail and on a timely basis in order that the Borrower shall be able to comply with its covenants herein;

(3) to assure the exclusion pursuant to section 103( a) of the Code of interest on Loan from the gross income of the owners thereof for federal income tax purposes, the Borrower shall deposit into the Rebate Fund an amount sufficient to permit the Borrower timely to pay to the United States of America the amount that when added to the future value of previous rebate payments made for the Loan is not less than (i) in the case of a Final Computation Date as defined in section 1.148-3( e )(2) of the Treasury Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, such rebate payments shall be made by the Borrower at the times and in the amounts as are or may be required by section l 48(f) of the Code and the Treasury Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section l 48(f) of the Code and the Treasury Regulations and rulings thereunder for execution and filing by the Borrower; and

( 4) the Borrower shall exercise reasonable diligence to assure that no error is made in the calculations and payments required by clauses (2) and (3) preceding, and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter ( and in all events within one hundred eighty (180) days after discovery of the error), including by payment to the United States of America of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section l.148-3(h) or other provision of the Code or Treasury Regulations.

(I) Nct to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Treasury Regulations and rulings thereunder, the Borrower shall not at any time prior to the final repayment or cancellation of the Loan enter into any transaction that reduces the amount required to be paid to the United States of America pursuant to paragraph (H) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield on the Loan not been relevant to either party.

(J) Loan Not Hedge Bond. The Borrower represents and covenants that the Loan does or will not comprise "hedge bonds" within the meaning of section l 49(g) of the Code.

(K) Use of Proceeds; Weighted Average Maturity. The Borrower hereby represents and covenants that it will apply the proceeds of the Loan in a manner so that the weighted average maturity of the Loan does not exceed 120% of the average

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reasonably expected economic life of the facilities financed or refinanced therewith ( all determined in accordance with the provisions of section 147(b) of the Code).

(L) Elections. The Borrower hereby directs and authorizes the Chief Financial Officer of the Borrower to make elections permitted or required pursuant to the provisions of the Code or the Treasury Regulations, as such authorized Borrower representative ( after consultation with Counsel) deems necessary or appropriate in order to assure that interest on the Loan is excluded pursuant to section I 03( a) of the Code from the gross income of the owner thereof for federal income tax purposes.

(M) CI osi ng Certificate. The Borrower agrees to execute and deliver, in connection with the execution and delivery of this Agreement, its Tax Certificate as to Arbitrage and the Provisions of Sections I 03 and 141-150 of the Code, or similar document containing additional representations and covenants pertaining to the exclusion of interest pursuant to section I 03( a) of the Code from the gross income of the owner thereof for federal income tax purposes, which representations and covenants are incorporated as though expressly set forth herein.

(N) Failure to Maintain Tax-Exerrption. If the Borrower either (i) receives written notice from the Internal Revenue Service, due to the Borrower's misconduct or willful failure to comply with this Agreement, or (ii) reasonably determines, based on an opinion of Counsel, due to the Borrower's misconduct or willful failure to comply with this Agreement, that the Lender may not exclude interest on the Loan from gross income for federal income tax purposes, then the Borrower shall pay to the Lender, within thirty (30) days, an amount that, with respect to interest on the Loan previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest component of all debt service payments on the Loan due through the date of such event) that are imposed on the Loan as a result of the loss of the exclusion, will restore to the Lender the same after tax yield on the transaction ( assuming tax at the highest marginal corporate tax rate) that it would have realized had the exclusion not been lost. Additionally, the Borrower agrees that upon the occurrence of such an event of taxability, it will thereafter pay interest on each Payment Date, as applicable, in such amount as will maintain such after tax yield to the Lender which interest rate shall be calculated as the interest rate on the Loan then in effect divided by 70%.

SECTION 16. Indemnification. To the extent authorized by law, the Borrower shall indemnify the Lender and any official, employee, agent or representative of the Lender ( each such Person being herein referred to as an "Indenmitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, penalties, costs and expenses (including, without limitation, the fees, charges and disbursements of any counsel for any Indemnitee and the costs of environmental remediation), whether known, unknown, contingent or otherwise, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution, delivery and performance of this Agreement or any of the Loan Documents, (ii) the Loan or the use of the proceeds thereof, or (iii) the violation of any law, rule, regulation, order, decree, judgment or administrative decision relating to the environment, the preservation or reclamation of natural resources, the

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management, release or threatened release of any hazardous material or to health and safety matters; in each case arising out of or in direct relation to the Project; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. In case any action or proceeding is brought against an Indenmitee by reason of any claim with respect to which such Indemnitee is entitled to indemnification hereunder, the Borrower upon notice from such Indemnitee shall defend the same and such Indemnitee shall cooperate with the Borrower at the expense of the Borrower in connection therewith. Nothing herein shall be construed as a waiver of any legal immunity that may be available to any Indemnitee. All amounts due to any Indenmitee under this Section shall be payable promptly upon demand therefor. The obligations of the Borrower under this Section shall survive the payment or prepayment in full or transfer of the Loan, the enforcement of any provision of the Loan Documents, any amendments, waivers ( other than amendments or waivers in writing with respect to this Section) or consents in respect hereof or thereof, any Event of Default, and any workout, restructuring or similar arrangement of the obligations of the Borrower hereunder.

SECTION 17. Sale of Loan. The Lender shall not sell the Loan at any time prior to the Fixed Payment Commencement Date. After such date, the Lender may sell the Loan only to a Qualified Institutional Buyer in accordance with the provisions of this Section. In making such sale, the Lender shall not change the terms and conditions of the Loan. The Lender shall provide (i) at least sixty (60) days prior to any sale of the Loan, written notice to the Borrower to the effect that the Lender is considering the sale of the Loan and (ii) at least thirty (30) days prior to any sale or reoffering of the Loan, written notice to the Borrower confirming Lender's intention to consummate such a sale; provided, however, that no such notice shall be required during the continuation of any Event of Default. Any purchaser of the Loan shall file with the Borrower an Investor Letter in substantially the form set forth in Exhibit E hereto prior to the consummation of such sale. The Borrower is not obligated to recognize any purported sale of the Loan that does not comply with the provisions of this Section 17.

SECTION 18. Events of Default and Remedies.

(a) An Event of Default shall exist under this Agreement if:

(i) Payment Default. The Borrower shall fail to pay any of the principal amount of or interest on the Loan ( each such failure a "Payment Default");

(ii) Covenant Default. The Borrower shall fail to observe or perform any covenant, agreement or obligation of the Borrower under this Agreement, and such failure shall not be cured sixty (60) days after receipt by the Borrower from the Lender of written notice thereof; provided, however, that if such failure is capable of cure but cannot reasonably be cured within such 60-day period, then no Event of Default shall be deemed to have occurred or be continuing under this clause (ii) if and so long as within such 60-day period the Borrower shall commence actions reasonably designed to cure such failure and shall diligently pursue such actions; provided, however, that no such extension shall be for a period in excess of 90 days;

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(iii) Bankruptcy. The Borrower files a petition in voluntary bankruptcy for the composition of its affairs or for its reorganization under any State or federal bankruptcy or insolvency law, or makes an assignment for the benefit of creditors, or admits in writing to its insolvency or inability to pay debts as they mature, or consents in writing to the appointment of a trustee or receiver for itself;

(iv) Insolvency. If a court of competent jurisdiction shall enter an order, judgment or decree declaring the Borrower insolvent, or adjudging it bankrupt, or appointing a trustee or receiver of the Borrower, or approving a petition filed against the Borrower seeking reorganization of the Borrower under any applicable law or statute of the United States of America or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within sixty days from the date of the entry thereof;

(v) Involuntary Control. If, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Borrower or of the Revenue, and such custody or control shall not be terminated within sixty (60) days from the date of assumption of such custody or control;

(vi) Judgments. One or more final, unappealable judgment(s) against the Borrower for the payment of money, which judgment(s) is payable from or enforceable pursuant to a lien upon, or an attachment against, any or all of the Revenue, the operation or result of which judgment(s), individually or in the aggregate, equal or exceed $1,000,000 and which judgment(s) shall remain unpaid, undischarged, unbonded or undismissed for a period of sixty (60) days;

(vii) (A) The Borrower, pursuant to official action on the part of its governing body, contests in an administrative or judicial proceeding, repudiates or otherwise denies (including, without limitation, authorizing the filing of a claim to such effect in an administrative or judicial proceeding) that it has any further liability or obligation under or with respect to any provision of this Agreement or the Note relating to (1) the ability or the obligation of the Borrower to pay, when due, the principal of or interest on the Note or (2) the Revenue securing the Note; or (B) the Borrower, pursuant to official action on the part of its governing body, contests in an administrative or judicial proceeding, repudiates or otherwise denies (including, without limitation, authorizing the filing of a claim to such effect in an administrative or judicial proceeding) the legality, validity or enforceability of any provision of this Agreement, the Note relating to (1) the ability or the obligation of the Borrower to pay, when due, the principal of or interest on the Note or (2) the Revenue securing the Note; or (C) any provision of this Agreement, or the Note relating to (1) the ability or the obligation of the Borrower to pay, when due, the principal of or interest due hereunder or (2) the Revenue securing the Note shall, at any time, and for any reason, cease to be valid and binding on the Borrower, or shall be declared to be null and void, invalid or unenforceable, in each case, as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Borrower; or (D) a debt moratorium or comparable extraordinary restriction by any Governmental Authority having jurisdiction over the Borrower on repayment of principal or interest on any debt shall have been declared or imposed (whether or not in writing) with respect to the Note;

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(b) Whenever any Event of Default hereunder shall have occurred and be continuing, the Lender shall be entitled and empowered (i) to suspend its obligation to make further Advances hereunder, by written notice to the Borrower, and (ii) to institute any actions or proceedings at law or in equity for the collection of any sums due and unpaid hereunder, and may prosecute any such judgment or final decree against the Borrower including confession of judgment by the Borrower against the Borrower and collect in the manner provided by law the moneys adjudged or decreed to be payable from the Collateral, and the Lender may take such other actions at law or in equity as may appear necessary or desirable to collect all amounts payable by Borrower under this Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement or the other Loan Documents. No action taken pursuant to this Section shall relieve Borrower from its obligations pursuant to this Agreement or the other Loan Documents, all of which shall survive any such action.

If an Event of Default shall occur and be continuing under this Agreement, the Interest Rate shall be the Default Rate and the Collateral shall be applied as follows and in the following order:

(1) first, to the payment of all fees, costs and other expenses, (including the reasonable fees, costs and expenses of counsel and actual fees, costs and expenses due and payable by the Borrower), and then to the pro rata payment of all costs and other expenses (including the reasonable fees, costs and expenses of counsel) owed to the holder of any Obligations in connection with the performance of their obligations under any related financing agreements, including to the Lender under this Agreement, to which they are a party and the consummation of the transactions contemplated thereby (in each case to the extent not previously satisfied);

(2) second, to the payment of Operation and Maintenance Expenses;

(3) third, to the pro rata payment of all accrued and unpaid interest on all Obligations then Outstanding under this Agreement, in the order of the maturity of the payments thereof; and

( 4) fourth, to pro rata payment of all unpaid principal amounts of the Obligations then Outstanding under this Agreement, in the order of the maturity of the payments thereof.

SECTION 19. Reporting Requirements. The Borrower shall provide the Lender --

(a) Within nine (9) months after the Borrower's Fiscal Year (i) a copy of the Borrower's audited financial statements, (ii) an update of the Revenue and Net Revenue for the immediately prior Fiscal Year for the Project, and (iii) an updated forecast of Revenue and Net Revenue for next succeeding Fiscal Year for the Project.

(b) Within fifteen (15) days after each calendar quarter, the unaudited operating results for the Project for the immediately preceding calendar quarter.

(c) The Borrower shall submit (A) no later than fifteen (15) calendar days prior to the commencement of each biennial period for which an Operating Budget will be

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adopted, an operating plan and a proposed budget and (B) as soon as possible, the adopted Operating Budget and any amendments thereto.

( d) Such additional information as the Lender may from time to time reasonably request.

SECTION 20. Defeasance. The Borrower may cause the defeasance of the Loan at any time; provided, there is delivered to the Lender (i) an escrow deposit agreement or instructions in connection with the deposit of sufficient Defeasance Obligations for such defeasance and (ii) an opinion of nationally recognized bond counsel to the effect that the Loan will no longer Outstanding under the terms of this Agreement.

SECTION 21. No Personal Recourse. No official, employee or agent of the Lender or the Borrower or any Person executing this Agreement or any of the other Loan Documents shall be personally liable on this Agreement or such other Loan Documents by reason of the issuance, delivery or execution hereof or thereof, provided that nothing in this Section shall be construed to relieve the Borrower from any liability it may incur under this Agreement or any of the other Loan Document.

SECTION 22. No Third Party Rights. The parties hereby agree that this Agreement creates no third party rights against the Lender, solely by virtue of the Loan, and the Borrower agrees to hold the above Federal parties harmless, to the extent permitted by laws, from any lawsuit or claim arising in law or equity solely by reason of the Loan, and that no third party creditor or creditors of the Borrower shall have any right against the Lender with respect to the Loan made pursuant to this Agreement.

SECTION 23. Borrower's Authorized Representative. The Borrower shall at all times have appointed a Borrower's Authorized Representative by designating such Person or Persons from time-to-time to act on the Borrower's behalf pursuant to a written certificate furnished to the Lender.

SECTION 24. Lender's Authorized Representative. The Lender shall at all times have appointed a Lender's Authorized Representative by designating such Person or Persons from time-to-time to act on the Lender's behalf pursuant to a written certificate furnished to the Borrower, containing the specimen signature or signatures of such Person or Persons and signed by the Lender.

SECTION 25. Servicer. The Lender may from time-to-time designate an entity or entities to perform, or assist the Lender in performing, the duties of the Servicer or specified duties of the Lender under this Agreement. The Lender shall give the Borrower written notice of the appointment of any Servicer and shall enumerate the duties or any change in duties to be performed by any Servicer. Any references in this Agreement to the Lender shall be deemed to be a reference to the Servicer with respect to any duties which the Lender shall have delegated to such Servicer. The Lender may at any time assume the duties of any Servicer under this Agreement.

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SECTION 26. Fees and Expenses.

(a) The Borrower agrees to pay the Lender $60,000 as an origination fee relating to the execution and delivery of this Agreement on the Effective Date.

(b) The Borrower agrees to pay Lender's Counsel, Nixon Peabody LLP, $30,000.00 for fees and expenses relating to the execution and delivery of this Agreement on the Effective Date.

( c) The Borrower agrees, whether or not the transactions hereby contemplated shall be consummated, to reimburse the Lender on demand from time-to-time on and after the date hereof for any and all fees, costs, charges and expenses incurred by it (including the reasonable fees, costs and expenses of counsel and other advisors) in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Loan Documents and the transactions hereby and thereby contemplated, including without limitation, reasonable attorneys', engineers', and planning fees and professional costs, including all such fees, costs and expenses incurred as a result of or in connection with:

(i) the enforcement of or attempt to enforce any provision of this Agreement or any of the other Loan Documents;

(ii) any amendment or requested amendment of, or waiver or consent or requested waiver or consent under or with respect to, this Agreement or any of the other Loan Documents, or advice in connection with the administration of this Agreement or any of the other Loan Documents or the rights of the Lender thereunder; and

(iii) any work-out, restructuring or similar arrangement of the obligations of the Borrower under this Agreement or the other Loan Documents during the pendency of one or more Events of Default.

( d) The obligations of the Borrower under this Section shall survive the payment or prepayment in full or transfer of the Loan, the enforcement of any provision of this Agreement or the other Loan Documents, any such amendments, waivers or consents, any Event of Default, and any such workout, restructuring or similar arrangement.

SECTION 27. Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Agreement shall in any event be effective without the written consent of each of the parties hereto.

SECTION 28. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State.

SECTION 29. Arbitration. As to any controversy or claim arising out of or relating to this Agreement, or an asserted breach thereof, other than any claim or controversy within the jurisdiction of the small claims court, the Parties agree that they shall submit the matter to nonbinding arbitration consistent with the rules of the American Arbitration Association. Neither Party shall commence any civil litigation as to any controversy or claim arising out of, or relating to this Agreement ( except as to a claim or controversy within the jurisdiction of the small claims

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court), or any asserted breach thereof, prior to completing such nonbinding arbitration process and receipt of the nonbinding ruling therefrom.

SECTION 30. No Sovereign Immunity. The District hereby represents that it does not possess and will not invoke a claim of sovereign immunity for disputes arising out of contractual claims relating to the Series 2017 Special Tax Refunding Bonds or this Agreement.

SECTION 31. Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 32. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective permitted successors and assigns and shall inure to the benefit of the parties hereto and their permitted successors and assigns. Neither the Borrower's rights or obligations hereunder nor any interest therein may be assigned or delegated by the Borrower without the prior written consent of the Lender. The Lender may assign its rights, obligations and interests hereunder only to a Qualified Institutional Buyer that executes and delivers to the Borrower a Lender Letter in substantially the form set forth in Exhibit E hereto.

SECTION 33. Participations. The Lender shall have the right to grant participations in all or a portion of its interest in the Note and this Agreement to one or more Qualified Institutional Buyers pursuant to a Participation Agreement; provided, however, that (i) no such participation by any such participant shall in any way affect the obligations of the Lender hereunder and (ii) the Borrower shall be required to deal only with the Lender, with respect to any matters under this Agreement and the Note and no such Participant shall be entitled to enforce any provision hereunder against the Borrower. The Lender shall maintain a registry of all participations hereunder, which together with the Participation Agreement shall be provided to the Borrower at any time upon reasonable request.

In addition to the rights of the Lender set forth above, the Lender may at any time pledge or grant a security interest in all or any portion of its rights or interests hereunder and under the, this Agreement and/or the Loan Documents to secure obligations of the Lender or an Affiliate of the Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or to any state or local governmental entity or with respect to public deposits; provided that no such pledge or assignment shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

SECTION 34. Remedies Not Exclusive. No remedy conferred herein or reserved to the Lender is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 35. Delay or Omission Not Waiver. No delay or omission of the Lender to exercise any right or remedy provided hereunder upon a default of the Borrower ( except a delay or omission pursuant to a written waiver) shall impair any such right or remedy or constitute a waiver of any such default or acquiescence therein. Every right and remedy given by this

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Agreement or by law to the Lender may be exercised from time-to-time, and as often as may be deemed expedient by the Lender.

SECTION 36. Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

SECTION 37. Notices; Payment Instructions. Notices hereunder shall be effective upon receipt and shall be given by certified mail, return receipt requested, or by other delivery service providing evidence ofreceipt to:

Ifto the Lender:

Ifto the Borrower:

Western Alliance Business Trust 1 East Washington Street, Suite 1400 Phoenix, Arizona 85004 Attention: Municipal Finance Group Telephone: 602-389-3500 E-mail: Municipa!FinanceGroupial. W estemAllianceBank.com

For Payment -

Currency: USD Receiving Bank: Western Alliance Bank ABA #: 1 2 2 1 0 5 9 8 0 Acct. Name: Western Alliance Business Trust Acct. #: 7 5 0 1 9 9 0 0 5 0 Beneficiary Info: { LOAN NAME}; { LOAN NUMBER} Attention: Note Department

Santa Clara Valley Transportation Authority 3331 North First Street, Building C San Jose, California 95134 Attention: Raj Srinath, Chief Financial Officer Telephone: (408) 321-5630 E-mail: [email protected]

Notices required to be provided herein shall be provided to such different addresses or to such further parties as may be designated from time-to-time by a Borrower's Authorized Representative with respect to notices to the Borrower or by a Lender's Authorized Representative with respect to notices to the Lender or the Servicer. The Borrower shall make any payments hereunder in accordance with the payment instructions hereafter provided by a Lender's Authorized Representative, as modified from time-to-time by a Lender's Authorized Representative.

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mailto:[email protected]

mailto:[email protected]

SECTION 38. Effectiveness. This Agreement shall be effective on the Effective Date.

SECTION 39. Termination. This Agreement shall terminate upon payment in full by the Borrower of the Loan.

SECTION 40. No Fiduciary Relationship. Inasmuch as the Loan represents a negotiated transaction, the Borrower understands, and hereby confirms, that the Lender is not acting as a fiduciary of the Borrower, but rather is acting solely for its own account. The Borrower acknowledges and agrees that, in connection with the execution and delivery of the Agreement: (A) the transactions contemplated by this Agreement is an arm's length commercial transactions between the Borrower and the Lender, (B) in connection with such transactions, the Lender and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor" as such term is defined in Section I SB of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), (C) the Lender and its affiliates are relying on the lender exemption in the Municipal Advisor Rules, (D) the Lender and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Borrower with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Lender, or any affiliate of the Lender, has provided other services or advised, or is currently providing other services or advising the Borrower on other matters), (E) the Lender and its affiliates have financial and other interests that differ from those of the Borrower, and (F) the Borrower has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate.

SECTION 41. Electronic Execution of Assignments; Electronic Records. The words "execution," "signed," "signature," and words of like import in any assignment and assumption agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other state laws based on the Uniform Electronic Transactions Act. The Lender is authorized to create electronic images and to destroy paper originals of any imaged documents and any such images maintained by the Lender as a part of its normal business processes shall be given the same legal effect as the paper originals. The Lender is authorized, when appropriate, to convert any instrument into a "transferable record" under the Uniform Electronic Transactions Act ("UETA"), with the image of such instrument in the Lender's possession constituting an "authoritative copy" under UET A.

SECTION 42. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Lender, regardless of any investigation made by the Lender or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Event of Default at the time of entering into this Agreement, and shall continue in full force and effect as long as any Obligation hereunder shall remain unpaid or unsatisfied.

28452743.16

- 44 -

SECTION 43. USA PATRIOT ACT NOTIFICATION. The following notification is provided to the Borrower pursuant to Section 326 of the PA TRI OT Act:

The Lender hereby notifies the Borrower that pursuant to the requirements of the PA TRI OT Act, it is required to obtain, verify and record information that identifies such the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the PATRIOT Act.

SECTION 44. Fiscal Agent. Any fund or account established hereunder to be held and maintained by the Borrower may be held and maintained on behalf of the Borrower by a bank, trust company or other financial institution selected by the Borrower serving as the Borrower's fiscal agent under a fiscal agent agreement to be negotiated between the Borrower and such fiscal agent. The Lender shall receive a copy of any such fiscal agent agreement then in effect.

28452743.16

- 45 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

28452743

SANTA CLARA VALLEY TRANSPORTATION A TJTUOUTTV

WESTERN ALLIANCE BUSINESS TRUST, a wholly owned affiliate of Western Alliance Bank, an Arizona corporation

By: --------------

S-1 [Signature Page to Loan Agreement]

IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date fir:,t written above.

23452743


By: ___________ _

WESTERN ALLIANCE BUSINESS TRUST, a wholly owned affiliate of Westera Alliance Ba11k, an Arizona corporation

S-1 [Signature Page to Loan Agreement]

EXHIBIT A

FORM OF NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. THIS NOTE IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS PROVIDED IN SECTION 30 OF THE HEREIN DEFINED AGREEMENT

SANTA CLARA VALLEY TRANSPORTATION AUTHORITY NONREVOLVING NOTE

DATED DATE: September 14, 2017 NOT TO EXCEED $24,000,000

For value received, the SANTA CLARA VALLEY TRANSPORTATION AUTHORITY (with its successors, the "Borrcwer") hereby promises to pay to the order of Western Alliance Bank, an Arizona Corporation, and its successors and assigns, as their respective interests may appear (the "Lender") located at One East Washington Street, Suite 1400, Phoenix, Arizona, the aggregate unpaid principal amount of the Loan made by the Lender from time to time pursuant to the Loan Agreement, dated September 14, 2017 (together with any amendments or supplements thereto, the "Agreement"), by and between the Borrower and the Lender, plus interest thereon, on the dates, in the amounts and in the manner provided for in the Agreement.

The unpaid principal amount of the Loan from time to time outstanding shall bear interest at the rate or rates and be payable as provided in and calculated in the manner set forth in the Agreement.

Payments of both principal and interest are to be made in lawful money of the United States of America.

This Note evidences indebtedness and is subject to the terms and provisions of, the Agreement to which reference is hereby made for a statement of said terms and provisions, including those under which this Note may be paid or become due prior to its due date. This Note is the Note referred to in the Agreement and is entitled to the benefits thereof and of the Loan Documents referred to therein. This Note is subject to prepayment, in whole or in part, in accordance with the terms of the Agreement. Reference is hereby made to the Agreement for a description of the terms on which this Note is issued, all of which are hereby incorporated herein and constitute a contract between the Borrower and the holder of this Note, and by acceptance hereof the holder of this Note assents to said terms and conditions.

This Note is secured by the Collateral as set forth in the Agreement. No sales tax revenues or other revenues or property of the Borrower, except as specified in the Agreement, is pledged as security or available to pay principal of or interest on this Note.

Neither the full faith and credit nor the taxing power of the State of California is pledged to the payment of principal of, or the interest on, this Note.

A-1

This Note is made under the laws of the State of California, and for all purposes shall be governed by and construed in accordance with the laws of said State, without regard to principles of conflicts of law. Capitalized terms not otherwise defined herein have the meaning set forth in this Agreement.

It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the Agreement precedent to and in the issuance of this Note, exist, have happened and have been performed.

The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor and all other notices and demands whatsoever.

IN WITNESS WHEREOF, the SANTA CLARA VALLEY TRANSPORTATION AUTHORITY has caused this Note to be signed by its Chief Financial Officer as of the Dated Date specified above.


By: --------------

N arne: Raj Srinath Title: Chief Financial Officer

A-2

DATE

28452743.16

AMOUNT

BORROWED

TRANSACTIONS ON NOTE

INTEREST

RATE

AMOUNT OF

PRINCIPAL

PAID

DATE TO

WHICH

INTEREST

PAID

NOTATION

MADE BY

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

Please insert Social Security or Taxpayer Identification Number of Transferee

/ ________________ /

(Please print or typewrite name and address, including zip code, of Transferee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

attorney to register the transfer of the within Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ------------

Signature Guaranteed:

NOTICE: Signature(s) must be guaranteed by a member or participant of a signature guarantee program

28452743.16

NOTICE: The signature above must correspond with the name of the Owner as it appears upon the front of this Note in every particular, without alteration or enlargement or change

28452743.16

EXHIBIT B

LOAN AMORTIZATION SCHEDULE

Period Ending October 1, 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037

Principal Amount $ 55,000.00

5,000.00 55,000.00 70,000.00 95,000.00 90,000.00 95,000.00

1,465,000.00 1,540,000.00 1,620,000.00 1,705,000.00 1,790,000.00 1,885,000.00 1,980,000.00 2,085,000.00 2,190,000.00 2,305,000.00 2,425,000.00 2,545,000.00

EXHIBIT C

FORM OF REQUEST FOR ADVANCE

Request No. __

To:

Western Alliance Business Trust 1 E. Washington Street, Suite 1400 Phoenix, Arizona 85004 Attention: Municipal Finance Group

The undersigned Borrower's Authorized Representative hereby requests an Advance under the Loan Agreement, dated September 14, 2017 (together with any amendments or supplements thereto, the "Agreerrent"), that the following amounts be transferred to the following payees for the following Eligible Project Costs:

Amount Description Wiring Instructions

[US Bank ABA # 091000022

BNF: U.S. Bank TrustN.A. Credit Account No.

180121167365 Account Name: Santa Clara

VTA SR237 Project, Account #224368000]

The undersigned Borrower's Authorized Representative hereby states and certifies that as of the date hereof:

(i) These Eligible Project Costs were properly incurred m connection with the Project ( as defined in the Agreement);

(ii) These Eligible Project Costs are valid costs under the Agreement and no part thereof has been included in any other Requisition Certificate previously filed with the Lender under the provisions of the Agreement;

(iii) No Event of Default currently exists ( or with the passage of time, will exist) of the Agreement;

(iv) No event or change shall be in effect or shall have occurred that could reasonably be expected to have a Material Adverse Effect with respect to the Borrower's ability to perform its obligations under the Agreement, the Note or the other Loan Documents; and

(v) The representations and warranties of the Borrower set forth in the Agreement are true and correct in all material respects on the date hereof, as if made on the date hereof.

[Brrravver to indicate if this is a Final Request for Advance under the Agreement.]

Dated: __ , 20


By: --------------

Name: Title:

EXHIBIT D

FORM OF REQUISITION FROM LENDER HELD PROJECT FUND

Requisition No. _

To: Western Alliance Business Trust 1 E. Washington Street, Suite 1400 Phoenix, Arizona 85004

Attention: Municipal Finance Group

The undersigned Borrower's Authorized Representative hereby requests funds from the Lender Held Project Fund pursuant to the Loan Agreement, dated September 14, 2017 (together with any amendments or supplements thereto, the "Agreerrent"), that the following amounts be transferred to the following payees for the following Eligible Project Costs:

Amount Description Wiring Instructions

The undersigned Borrower's Authorized Representative hereby states and certifies that as of the date hereof:

(i) These Eligible Project Costs were properly incurred m connection with the Project ( as defined in the Agreement);

(ii) These Eligible Project Costs are valid costs under the Agreement and no part thereof has been included in any other Requisition Certificate previously filed with the Lender under the provisions of the Agreement;

(iii) No Event of Default currently exists ( or with the passage of time, will exist) of the Agreement;

(iv) No event or change shall be in effect or shall have occurred that could reasonably be expected to have a Material Adverse Effect with respect to the Borrower's ability to perform its obligations under the Agreement, the Note or the other Loan Documents; and

(v) The representations and warranties of the Borrower set forth in the Agreement are true and correct in all material respects on the date hereof, as if made on the date hereof.

Dated: , 20


By: ___________ _ Name: Title:

EXHIBIT E

FORM OF LENDER LETTER

[date]

Santa Clara Valley Transportation Authority 3331 North First Street, Building C San Jose, California 95134

Re: Loan Agreement, dated as of September 14, 2017 (the "Agreement"), by and between the Santa Clara Valley Transportation Authority (the "Borrower") and

(Silicon Valley Express Lanes Program State Route 237 - Phase 2 Project -------

Financing)

Ladies and Gentlemen:

The undersigned, _______________ , as assignee of Western Alliance Business Trust, a wholly owned affiliate of Western Alliance Bank, an Arizona corporation (the "Lender"), is acquiring a Loan in the aggregate principal amount of $24,000,000 (the "Loan") made pursuant to the Agreement, and is assuming the rights and duties of the Lender under the Agreement. In connection with its acquisition of the Loan, the Lender hereby certifies to the Borrower as follows:

(a) The Loan is being acquired by the Lender for its own account and not with a present intent for any resale or distribution thereof, in whole or in part, to others; provided, however, that the Lender shall not be precluded from transferring or assigning its interest in the Loan in accordance with the terms and conditions set forth in the Agreement. The Lender is not participating, directly or indirectly, in a distribution of the Loan and will not take, or cause to be taken, any action that would cause the Lender to be deemed an "underwriter" of the Loan as defined in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"). The Lender understands that the Borrower has no obligation to register the Loan for resale under the Securities Act. The Lender further understands that the Loan is exempt from the registration requirements of the Securities Act. The Lender acknowledges that the Borrower will not be entering into a continuing disclosure agreement pursuant to Section 15c2-12 of the Securities Exchange Act of 1934, as amended, with respect to the Loan; provided, however, that the Borrower has agreed to provide certain ongoing information to the Lender as set forth in the Agreement.

(b) The Lender has received all information and other items of disclosure relating to the Borrower and the Loan that the Lender has deemed necessary (the "Information Items") and, in connection therewith, has had access to all other materials, books, records, documents, and information relating to the Borrower and the Loan that it has requested.

(c) The Lender has had an opportunity to ask questions of, and receive satisfactory answers from, duly designated representatives of the Borrower concerning the terms and conditions pursuant to which the transactions represented by the Loan and the Agreement have been made, and has been informed by the Borrower that any request for such information has been fully complied with to the extent the Borrower possesses such information or can acquire it without unreasonable effort or expense.

(d) The Lender has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks relating to the transaction evidenced by the Loan and has evaluated: (i) the information (including the information set forth in the Information Items) furnished to it by the Borrower; (ii) such additional information as it or such representative may have requested and have received from the Borrower; and (iii) the independent inquiries and investigations undertaken by it.

(e) The Lender certifies that it is an Qualified Institutional Buyer as defined in the Agreement.

(f) The Lender has made an independent investigation and evaluation of the financial condition and prospects of, and the risks associated with, the transaction evidenced by the Loan, or has caused such investigation and evaluation to be made by persons it deems competent to do so, and it has not relied upon the Borrower in making its lending decision to purchase the Loan other than in connection with the Information Items and such additional information as it may have requested and have received from the Borrower and its consultants.

(g) The Lender understands and agrees that nothing contained in the Information Items and such additional information as it may have requested and received from the Borrower and their consultants should be construed as legal or tax advice to the Lender.

(h) The Borrower has not made any direct or indirect representation or warranty of any kind to the Lender with respect to the economic return which may accrue to the Lender. The Lender has consulted with its own counsel and other advisors with respect to its purchase of the Loan.

~) The signatory of this letter is a duly authorized officer of the Lender with the authority to sign this letter on behalf of the Lender, and this letter has been duly authorized, executed, and delivered by the Lender.

tj) Inasmuch as the Loan represents a negotiated transaction, the Lender is not acting as a fiduciary of the Borrower, but rather is acting solely in its capacity as the Lender ( as defined in the Agreement), for its own loan account. The Borrower acknowledges and agrees that (i) the transaction contemplated herein is an arm's length commercial transaction between the Borrower and the Lender and its affiliates, (ii) in connection with such transaction, the Lender and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), (iii) the Lender and its affiliates are relying on the Lender exemption in the Municipal Advisor Rules, (iv) the Lender and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Borrower with respect to the transaction contemplated by the Loan and the discussions, undertakings and procedures leading thereto (whether or not the Lender, or any affiliate of the Lender, has provided other services or advised, or is currently providing other services or advising the Borrower on other matters), and (v) the Lender and its affiliates have financial and other interests that differ from those of the Borrower.

[LENDER]

By: _____________ _ Name: Title:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT''), OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. THIS NOTE IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS PROVIDED IN SECTION 30 OF THE HEREIN DEFINED AGREEMENT


DATED DATE: September 14, 2017

For value received, the SANTA CLARA VALLEY TRANSPO (with its successors, the "Borrower") hereby promises to pay to th Bank, an Arizona Corporation, and its successors and assigns, as· appear (the "Lender") located at One East Washington Street, Suite aggregate unpaid principal amount of the Loan made by the Lender fro the Loan Agreement, dated September 14, 2017 (together with any amen thereto, the "Agreement'), by and between the Borrower and the Lender, plus the dates, in the amounts and in the manner provided for in the Agreement.

ant to plements

t thereon, on


Payments of both princip States of America.

are to be made in lawful money of the United

This Note evidenc Agreement to which including those unde Note is the Note r Loan Documents accordance with descriptio and co here

bject to the terms and provisions of, the a statement of said terms and provisions,

d or become due prior to its due date. This d is entitled to the benefits thereof and of the

ein. This Note is subject to prepayment, in whole or in part, in the Agr nt. Reference is hereby made to the Agreement for a ich ote is issued, all of which are hereby incorporated herein

Borrower and the holder of this Note, and by acceptance ts to said terms and conditions.

is secured by the Collateral as set forth in the Agreement. No sales tax revenues or property of the Borrower, except as specified in the Agreement, is

or available to pay principal of or interest on this Note.

r the full faith and credit nor the taxing power of the State of California is pledged of principal of, or the interest on, this Note.

Note is made under the laws of the State of California, and for all purposes shall be gov ed by and construed in accordance with the laws of said State, without regard to principles of conflicts of law. Capitalized terms not otherwise defined herein have the meaning set forth in this Agreement.


The Borrower hereby waives presentment for payment, demand, protest, notice of dishonor and all other notices and demands whatsoever.

IN WITNESS WHEREOF, the SANTA CLARA VALLEY TRA AUTHORITY has caused this Note to be signed by its Chief Financial Officer Date specified above.

28681006

SANTAC' AUTH<'

r

' •

DATE

28681006.1

AMOUNT BORROWED


INTEREST

RATE

AMOUNT OF

PRINCIPAL

PAID

DATE TO

WHICH

INTEREST

PAID

ASSIGNMENT



! _____________ _,!

(Please print or typewrite name and address, including zip code, of T

the within Note and all rights thereunder, and hereby irrevocably constitute


Dated: __________ _


NOTICE: Signature(s by a member or p · guarantee progr

28681006.l

OTICE: The signature above must correspond with the name of the Owner as it appears upon the front of this Note in every particular, without alteration or

gement or change

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT''), OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. THIS NOTE IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS PROVIDED IN SECTION 30 OF THE HEREIN DEFINED AGREEMENT


DATED DATE: September 14, 2017

For value received, the SANTA CLARA VALLEY TRANSPO (with its successors, the "Borrower") hereby promises to pay to th Bank, an Arizona Corporation, and its successors and assigns, as· appear (the "Lender") located at One East Washington Street, Suite aggregate unpaid principal amount of the Loan made by the Lender fro the Loan Agreement, dated September 14, 2017 (together with any amen thereto, the "Agreement'), by and between the Borrower and the Lender, plus the dates, in the amounts and in the manner provided for in the Agreement.

uantto plements

t thereon, on


Payments of both princip States of America.

are to be made in lawful money of the United

This Note evidenc Agreement to which including those unde Note is the Note r Loan Documents accordance with descriptio and co here

bject to the terms and provisions of, the a statement of said terms and provisions,

d or become due prior to its due date. This d is entitled to the benefits thereof and of the

ein. This Note is subject to prepayment, in whole or in part, in the Agr nt. Reference is hereby made to the Agreement for a ich ote is issued, all of which are hereby incorporated herein

Borrower and the holder of this Note, and by acceptance ts to said terms and conditions.

is secured by the Collateral as set forth in the Agreement. No sales tax revenues or property of the Borrower, except as specified in the Agreement, is

or available to pay principal of or interest on this Note.

r the full faith and credit nor the taxing power of the State of California is pledged of principal of, or the interest on, this Note.

Note is made under the laws of the State of California, and for all purposes shall be gov ed by and construed in accordance with the laws of said State, without regard to principles of conflicts of law. Capitalized terms not otherwise defined herein have the meaning set forth in this Agreement.


The Borrower hereby waives presentment for payment, demand, protest, notice of dishonor and all other notices and demands whatsoever.

IN WITNESS WHEREOF, the SANTA CLARA VALLEY TRA AUTHORITY has caused this Note to be signed by its Chief Financial Officer Date specified above.

28681006

SANTAC' AUTH<'

r

' •

DATE

28681006.1

AMOUNT BORROWED


INTEREST

RATE

AMOUNT OF

PRINCIPAL

PAID

DATE TO

WHICH

INTEREST

PAID

ASSIGNMENT



! _____________ _,!

(Please print or typewrite name and address, including zip code, of T

the within Note and all rights thereunder, and hereby irrevocably constitute


Dated: __________ _


NOTICE: Signature(s by a member or p · guarantee progr

28681006.l

OTICE: The signature above must correspond with the name of the Owner as it appears upon the front of this Note in every particular, without alteration or

gement or change