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OHSUSA:261405515.10

_

INDENTURE

between

CALIFORNIA SCHOOL FINANCE AUTHORITY

and

CITIBANK, N.A.

Dated as of March 1, 2012

Relating to an amount up to:

$4,841,000

CALIFORNIA SCHOOL FINANCE AUTHORITYREVENUE ANTICIPATION DRAW DOWN NOTES, SERIES 2012A

_

TABLE OF CONTENTS

Page

iOHSUSA:261405515.10

ARTICLE I DEFINITIONS................................................................................................. 2

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

SECTION 1.02 Content of Certificates and Opinions........................................... 10

SECTION 1.03 Article and Section Headings and References ............................. 10

SECTION 1.04 Construction................................................................................. 11

ARTICLE II THE NOTES.................................................................................................. 11

SECTION 2.01 Authorization of Notes................................................................. 11

SECTION 2.02 Terms of Notes............................................................................. 11

SECTION 2.03 Conditions Precedent to Delivery of Notes ................................. 13

SECTION 2.04 Execution of Notes....................................................................... 13

SECTION 2.05 Transfer of Notes ......................................................................... 14

SECTION 2.06 Exchange of Notes ....................................................................... 14

SECTION 2.07 Note Register ............................................................................... 14

SECTION 2.08 Temporary Notes ......................................................................... 15

SECTION 2.09 Notes Mutilated, Lost, Destroyed or Stolen................................. 15

SECTION 2.10 Validity of Notes.......................................................................... 15

ARTICLE III ESTABLISHMENT OF FUNDS AND APPLICATION OFPROCEEDS; USE OF MONEY IN THE COSTS OF ISSUANCEFUND AND THE WORKING CAPITAL FUND ........................................ 15

SECTION 3.01 Establishment of Funds and Application of Proceeds ofNotes ............................................................................................ 16

SECTION 3.02 Use of Money in the Costs of Issuance Fund .............................. 16

SECTION 3.03 Working Capital Fund.................................................................. 16

ARTICLE IV REDEMPTION OF THE NOTES................................................................. 17

SECTION 4.01 Optional Redemption of Notes .................................................... 17

SECTION 4.02 Notice of Redemption .................................................................. 17

SECTION 4.03 Effect of Notice............................................................................ 17

SECTION 4.04 Right to Rescind Notice ............................................................... 17

SECTION 4.05 Funds for Redemption.................................................................. 17

ARTICLE V PLEDGE AND ASSIGNMENT.................................................................... 18

SECTION 5.01 Pledge and Assignment................................................................ 18

SECTION 5.02 Note Payment Fund...................................................................... 19

SECTION 5.03 Administrative Fees Fund............................................................ 19

SECTION 5.04 Redemption Fund......................................................................... 19

SECTION 5.05 Investment of Moneys in Funds................................................... 20

TABLE OF CONTENTS(continued)

Page

iiOHSUSA:261405515.10

SECTION 5.06 Tax Matters .................................................................................. 20

ARTICLE VI COVENANTS ............................................................................................... 21

SECTION 6.01 Punctual Payment......................................................................... 21

SECTION 6.02 Extension of Payment of Notes.................................................... 21

SECTION 6.03 Encumbrance Upon Payments ..................................................... 22

SECTION 6.04 Power to Issue Notes and Make Pledge and Assignment ............ 22

SECTION 6.05 Accounting Records and Financial Statements............................ 22

SECTION 6.06 Other Covenants; Amendment of the Loan Agreement .............. 22

SECTION 6.07 Waiver of Laws............................................................................ 23

SECTION 6.08 Further Assurances....................................................................... 23

SECTION 6.09 Intercept Covenants ..................................................................... 23

ARTICLE VII EVENTS OF DEFAULT; REMEDIES ON DEFAULT............................... 23

SECTION 7.01 Events of Default; Waiver of Default .......................................... 23

SECTION 7.02 Institution of Legal Proceedings by Trustee ................................ 24

SECTION 7.03 Application of Moneys Collected by Trustee .............................. 24

SECTION 7.04 Effect of Delay or Omission to Pursue Remedy.......................... 25

SECTION 7.05 Remedies Cumulative .................................................................. 25

SECTION 7.06 Covenant to Pay Notes in Event of Default ................................. 25

SECTION 7.07 Trustee Appointed Agent for Noteholders................................... 26

SECTION 7.08 Power of Trustee to Control Proceedings .................................... 26

SECTION 7.09 Limitation on Noteholders’ Right to Sue..................................... 26

SECTION 7.10 Limited Liability of the Borrowers .............................................. 27

ARTICLE VIII THE TRUSTEE ............................................................................................. 27

SECTION 8.01 Duties, Immunities and Liabilities of Trustee.............................. 27

SECTION 8.02 Merger or Consolidation .............................................................. 28

SECTION 8.03 Rights of Trustee.......................................................................... 28

SECTION 8.04 Right of Trustee to Rely on Documents ...................................... 30

SECTION 8.05 Preservation and Inspection of Documents.................................. 31

SECTION 8.06 Compensation and Indemnification of Trustee............................ 31

ARTICLE IX MODIFICATION OF INDENTURE ............................................................ 32

SECTION 9.01 Modification without Consent of Noteholders ............................ 32

SECTION 9.02 Modification with Consent of Noteholders.................................. 33

SECTION 9.03 Effect of Supplemental Indenture ................................................ 33

SECTION 9.04 Opinion of Counsel as to Supplemental Indenture ...................... 34

TABLE OF CONTENTS(continued)

Page

iiiOHSUSA:261405515.10

SECTION 9.05 Notation of Modification on Notes; Preparation of NewNotes ............................................................................................ 34

ARTICLE X DEFEASANCE.............................................................................................. 34

SECTION 10.01 Discharge of Indenture................................................................. 34

SECTION 10.02 Discharge of Liability on Notes................................................... 35

SECTION 10.03 Payment of Notes after Discharge of Indenture........................... 35

ARTICLE XI MISCELLANEOUS ...................................................................................... 36

SECTION 11.01 Liability of Authority Limited ..................................................... 36

SECTION 11.02 Successor Is Deemed Included in All References toPredecessor .................................................................................. 36

SECTION 11.03 Limitation of Rights to Parties and Noteholders.......................... 36

SECTION 11.04 Waiver of Notice.......................................................................... 36

SECTION 11.05 Disposal of Notes......................................................................... 36

SECTION 11.06 Severability of Invalid Provisions................................................ 36

SECTION 11.07 Notices ......................................................................................... 37

SECTION 11.08 Evidence of Rights of Noteholders .............................................. 38

SECTION 11.09 Disqualified Notes ....................................................................... 39

SECTION 11.10 Money Held for Particular Notes ................................................. 39

SECTION 11.11 Funds and Accounts..................................................................... 39

SECTION 11.12 Waiver of Personal Liability........................................................ 39

SECTION 11.13 Execution in Several Counterparts............................................... 40

SECTION 11.14 Governing Law; Venue................................................................ 40

SECTION 11.15 Complete Agreement ................................................................... 40

SECTION 11.16 Action to be Taken on Days Other Than Business Days............. 40

SECTION 11.17 U.S.A. Patriot Act ........................................................................ 40

SCHEDULE I PARTICIPATING BORROWERS ................................................................. S-I-1

SCHEDULE II INITIAL DEPOSIT TO WORKING CAPITALSUBACCOUNTS ATTRIBUTABLE TO EACH BORROWER ............S-II-1

EXHIBIT A [FORM OF NOTE]............................................................................................... A-1

EXHIBIT B [FORM OF DRAW REQUEST AND NOTE ORDER]....................................... B-1

EXHIBIT C [FORM OF INVESTOR LETTERS].................................................................... C-1

EXHIBIT D [FORM OF REDEMPTION NOTICE] ................................................................ D-1

OHSUSA:261405515.10

THIS INDENTURE, made and entered into and dated as of March 1, 2012, by andbetween the CALIFORNIA SCHOOL FINANCE AUTHORITY, a public instrumentality ofthe State of California (as hereinafter in Section 1.01 further defined, the “Authority”), andCITIBANK, N.A., a national banking association, being qualified to accept and administer thetrusts hereby created (as hereinafter in Section 1.01 further defined, the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Authority is a public instrumentality of the State of California, createdby the California School Finance Authority Act (constituting Chapter 18 (commencing withSection 17170) of Part 10 of Division 1 of Title 1 of the Education Code of the State ofCalifornia) (as hereinafter in Section 1.01 further defined, the “Act”) and is authorized to issuenotes and loan the proceeds thereof to a participating party (as defined in the Act), includingcharter schools established pursuant to the Charter Schools Act of 1992, as amended(constituting Part 26.8 of Division 4 of Title 2 of the Education Code) (the “Charter SchoolLaw”) for purposes of providing working capital (as defined in the Act);

WHEREAS, the schools established under the Charter Schools Act of 1992, as amended(constituting Part 26.8 of Division 4 of Title 2 of the Education Code) (the “Charter SchoolLaw”) identified on Schedule I hereto (each, a “Borrower” and collectively, the “Borrowers”),have applied for a loan of the proceeds of revenue anticipation notes of the Authority to provideworking capital, including certain costs of issuance (which Authority working capital financingprogram is referred to herein as the “Program”);

WHEREAS, the Authority has authorized the issuance of up to $4,841,000 of itsCalifornia School Finance Authority Revenue Anticipation Draw Down Notes, Series 2012A(the “Notes”), subject to the terms and conditions specified in Section 2.01 of this Indenture;

WHEREAS, the Authority has duly entered into a loan agreement with each Borrower(each, a “Loan Agreement”), dated the date hereof, specifying the terms and conditions of a loanby the Authority to each Borrower of a portion of the proceeds of the Notes for the aforesaidpurposes (each, a “Loan”);

WHEREAS, the Authority assigns hereunder payment made to the Authority pursuant toeach Loan Agreement (with respect to each Loan Agreement, the “Loan Repayments”) to theTrustee to secure payment of the Notes issued under this Indenture;

WHEREAS, each Borrower has acknowledged that the Authority will enter into thisIndenture and issue, pursuant to the terms of this Indenture, the Notes;

WHEREAS, each Borrower has designated the Trustee to act as its trustee with respectto the funds received by the Borrower from its Loan and with respect to the Loan Repaymentspayable by the Borrower in satisfaction of its Loan;

WHEREAS, the Trustee, pursuant hereto, accepts the assignment of the LoanRepayments and all duties, obligations and trusts of the Trustee established in this Indenture;

2OHSUSA:261405515.10

WHEREAS, in order to provide for the authentication and delivery of the Notes, toestablish and declare the terms and conditions upon which the Notes are to be issued and tosecure the payment of the principal thereof and the interest thereon, the Authority has authorizedthe execution and delivery of this Indenture;

WHEREAS, the Notes, the certificate of authentication and registration to be executedthereon are to be in substantially the forms set forth in Exhibit A hereto and made a part hereofwith necessary or appropriate variations, omissions and insertions, as permitted or required bythis Indenture; and

WHEREAS, the Authority has determined that all acts and proceedings required by lawnecessary to make the Notes, when executed by the Authority, authenticated and delivered by theTrustee and duly issued, the valid, binding, and legal limited obligations of the Authority, and toconstitute this Indenture a valid and binding agreement for the uses and purposes herein set forth,in accordance with its terms, have been done and taken; and the execution and delivery of thisIndenture have been in all respects duly authorized;

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order further tosecure the payment of the principal of and interest on all Notes issued and Outstanding (as thatterm is hereinafter in Section 1.01 defined) under this Indenture, according to their tenor andfurther to secure the performance and observance of all the covenants and conditions herein setforth, and further to declare the terms and conditions upon and subject to which the Notes are tobe issued and received, and for and in consideration of the premises and of the mutual covenantsherein contained and of the purchase and acceptance of the Notes by the Holders thereof, and forother valuable consideration, the receipt whereof is hereby acknowledged, the Authoritycovenants and agrees with the Trustee, for the equal and proportionate benefit of the respectiveHolders from time to time of the Notes, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. Unless the context otherwise requires, the terms defined inthis Section 1.01 shall, for all purposes of this Indenture and of any indenture supplementalhereto, have the meanings herein specified, to be equally applicable to both the singular andplural forms of any of the terms herein defined.

“Accredited Investor” shall have the meaning assigned to such term in Rule 501 ofRegulation D Rule 144A of the Securities Act of 1933, as amended, who is the Holder of at least$1,000,000 aggregate principal amount of the Notes.

“Act” means the California School Finance Authority Act, constituting Chapter 18(commencing with Section 17170) of Part 10 of Division 1 of Title 1 of the Education Code ofthe State, as now in effect and as it may from time to time hereafter be amended orsupplemented.

“Additional Payments” shall have the meaning ascribed to it in Section 3.02(c) of theLoan Agreement.

3OHSUSA:261405515.10

“Administrative Fees and Expenses” means any application, commitment, financing orsimilar fee charged, any taxes, including withholding taxes relating to any funds, includinginterest and penalties thereon, or indemnification or reimbursement for administrative or otherexpenses incurred, by the Authority or the Trustee in connection with the Notes, includingAdditional Payments.

“Administrative Fees Fund” means the fund by that name established pursuant toSection 3.01 of this Indenture.

“Authority” means the California School Finance Authority, a public instrumentality ofthe State established by the Act.

“Authorized Borrower Representative” means any person who at the time and from timeto time may be designated, by written certificate furnished to the Authority and the Trustee, as aperson authorized to act on behalf of a Borrower. Such certificate shall contain the specimensignature of such person, shall be signed on behalf of the Borrower by any officer of theBorrower and may designate an alternate or alternates.

“Authorized Denominations” means $1.00 or any integral multiple of $1.00 in excessthereof.

“Authorized Officer” means the Authority’s Chairman or a deputy thereto, its ExecutiveDirector or any other person who is authorized by the Authority to execute documents on behalfof the Authority.

“Borrower” means each school established under the Charter School Law identified onSchedule I hereto.

“Borrower Documents” means, with respect to each Borrower, the Loan Agreement, theNote Purchase Agreement, the Intercept Notice and the Borrower Resolution.

“Borrower Resolution” means the resolution or other authorizing action adopted by thegoverning board of each respective Borrower authorizing the Loan and the execution anddelivery of the Borrower Documents.

“Borrower Request” means a Borrower Request substantially in the form of Exhibit Battached to the Loan Agreement.

“Borrower Requested Amount” means on any Draw Date the amount by which aBorrower’s Loan is requested to be increased pursuant to the Draw Request and Note Order.

“Business Day” means any day other than (i) a Saturday, Sunday or (ii) a day on whichcommercial banks in New York, New York, Los Angeles, California, or the city or cities inwhich the Trustee has its corporate trust officers are authorized or required by law to close, or(iii) a day on which the New York Stock Exchange is closed.

“Certificate of the Authority,” “Consent of the Authority,” “Order of the Authority,”“Request of the Authority” or “Requisition of the Authority” mean, respectively, a written

4OHSUSA:261405515.10

certificate, consent, order, request or requisition of the Authority signed by or on behalf of theAuthority by its Authorized Officer.

“Certificate of the Borrower,” “Consent of the Borrower,” “Request of theBorrower,” “Requisition of the Borrower” or “Statement of the Borrower” mean,respectively, a written certificate, request, requisition or statement of a Borrower executed by anAuthorized Borrower Representative.

“Charter School Law” means the Charter Schools Act of 1992, constituting part 26.8,commencing with Section 47600, of Division 4 of Title 2 of the Education Code of the State, asnow in effect and as it may from time to time hereafter be amended or supplemented.

“Closing Date” means March 1, 2012.

“Controller” means the California State Controller.

“Costs of Issuance” means all items of expense directly or indirectly payable by orreimbursable to the Authority or a Borrower and related to the original authorization, execution,sale and delivery of the Notes from time to time, including but not limited to costs of preparationand reproduction of documents, fees and expenses of the Authority, the State Treasurer’s Office,the Trustee, legal fees, Program Manager fees, and charges of bond counsel, and Trustee’scounsel, underwriters’ discount, and any other costs, charges or fees in connection with thedelivery from time to time of the Notes.

“Costs of Issuance Fund” means the fund by that name established pursuant to Section3.02 hereof.

“Drawing” means an installment of principal of the Notes evidenced pursuant to a DrawRequest and Note Order.

“Draw Date” means the Closing Date and the last Business Day that is at least 5 daysprior to the end of the calendar months of March 2012 through June 2012.

“Draw Request Date” means each of the following dates: March 2, 2012, April 10,2012, May 10, 2012 and June 11, 2012.

“Draw Request and Note Order” means a Draw Request and Note Order substantially inthe form of Exhibit B attached hereto.

“Education Code” means the Education Code of the State of California.

“Eligible Securities” means any of the following obligations as and to the extent thatsuch obligations are at the time legal investments under the Act for moneys held hereunder andthen proposed to be invested therein (provided that the Trustee shall be entitled to rely upon anyBorrower Request as conclusive certification to the Trustee that the investments describedtherein are so authorized under the laws of the State of California) and shall be the soleinvestments in which amounts on deposit in any fund or account created hereunder or under aLoan Agreement shall be invested:

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(1) direct obligations of the United States of America (including obligationsissued or held in book-entry form on the books of the Department of the Treasury of theUnited States of America or any Federal Reserve Bank and CATS and TIGRS) orobligations the timely payment of the principal of and interest on which areunconditionally guaranteed by the United States of America;

(2) bonds, debentures, notes or other evidence of indebtedness issued orguaranteed by any of the following federal agencies, provided that such obligations arebacked by the full faith and credit of the United States of America (stripped securitiesshall constitute Eligible Securities only if they have been stripped by the agency itself);U.S. Export-Import Bank, Farmers Home Administration, Federal Financing Bank,General Services Administration, U.S. Maritime Administration, U.S. Department ofHousing and Urban Development, Government National Mortgage Association, andFederal Housing Administration;

(3) bonds, debentures, notes, or other evidence of indebtedness issued orguaranteed by any of the following non-full faith and credit U.S. government agencies(stripped securities shall constitute Eligible Securities only if they have been stripped bythe agency itself): Federal Home Loan Bank System, Federal Home Loan MortgageCorporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), StudentLoan Marketing Association, Resolution Funding Corporation or Farm Credit System;

(4) bonds or notes issued by any state or municipality which are rated by S&Pand Moody’s in one of the two highest rating categories assigned by such agencies;

(5) repurchase agreements with either a primary dealer on the reporting dealerlist of the Federal Reserve or any bank, which, in either case, is rated “A” or better byS&P and Moody’s, provided that (a) the term of such repurchase agreement is not greaterthan thirty days, (b) the Trustee or third party acting solely as agent for the Trustee haspossession of the collateral, (c) the collateral is valued weekly and the market value of thecollateral is maintained at an amount equal to at least 104% (or, if the collateral consistsof obligations of FHLMC or FNMA, 105%) of the amount of cash transferred by theTrustee to the dealer bank or securities firm under the repurchase agreement plus interest,(d) failure to maintain the requisite collateral levels will require the Trustee to liquidatethe collateral immediately, (e) the repurchase securities are either obligations of, or fullyguaranteed as to principal and interest by, the United States or any federal agency backedby the full faith and credit of the United States; (f) the repurchase securities are free andclear of any third-party lien or claim; and (g) there shall have been delivered to theTrustee, the Authority and the Borrower an Opinion of Counsel to the effect that suchrepurchase agreement meets all guidelines under State law for legal investment of publicfunds;

(6) investment agreements, including guaranteed investment contracts(“GICs”) with providers in one of the two highest rating categories of Moody’s and S&P;

(7) FIM Treasury Portfolio (695) Class I or such other money market fund ormoney market funds, as may be designated by the Authority or the Program Manager,

6OHSUSA:261405515.10

registered under the Federal Investment Company Act of 1940, whose shares areregistered under the Federal Securities Act of 1933, and having a rating by S&P ofAAAm-G, AAA-m, or AA-m and if rated by Moody’s, rated Aaa, Aa1 or Aa2, includingsuch funds advised, managed or sponsored by the Trustee or any of its affiliates;

(8) commercial paper rated, at the time of purchase, “Prime-1” by Moody’sand A-1 or better by S&P;

(9) Unsecured certificates of deposit, time deposits and bankers’ acceptancesof any bank (including those of the Trustee, it’s parent and its affiliates) the short-termobligations of which are rated on the date of purchase “A-1+” or better by S&P and “P-1”by Moody’s and certificates of deposit (including those of the Trustee, its parent and itsaffiliates) secured at all times by collateral that may be used by a national bank forpurposes of satisfying its obligations to collateralize pursuant to federal law which areissued by commercial banks, savings and loan associations or mutual savings bankswhose short-term obligations are rated on the date of purchase “A-1” or better by S&P or“P-1” by Moody’s.

(10) federal funds or bankers acceptances with a maximum term of one year ofany bank which has an unsecured, uninsured and unguaranteed obligation rating of“Prime-1” or “A-3” or better by Moody’s and “A-1” or “A” or better by S&P;

(11) shares in a California common law trust established pursuant to Title 1,Division 7, Chapter 5 of the Government Code of the State which invests exclusively ininvestments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of theGovernment Code of the State as it may be amended;

(12) obligations of a bank or other financial institution rated at least “Aa3” byMoody’s or “AA-” by S&P; and

(13) any other investments approved in writing by the Authority or the holderof the Note.

“Event of Default” means any of the events specified in Section 7.01 of this Indenture.

“Indenture” means this indenture, as originally executed or as it may from time to timebe supplemented, modified or amended by any supplemental indenture entered into pursuant tothe provisions hereof.

“Intercept” means the apportionment by the State Controller, pursuant toSection 17199.4(a)(4) of the Education Code and the Intercept Notice, of amounts specified inthe Intercept Notice and payable directly to the Trustee.

“Intercept Notice” means any notice from a Borrower to the State Controller, pursuant toSection 17199.4(a)(1) and (4) of the Education Code, specifying a transfer schedule for thepayment from State Apportionments directly to the Trustee of one or more of the following: (x)principal of the Notes equal to the related principal amount of the Loan to be paid, (y) interest onthe Notes equal to the related interest on the Loan to be paid and (z) other costs necessary or

7OHSUSA:261405515.10

incidental to financing pursuant to the Act relating to the Notes, including Additional Payments,in substantially the form attached as Exhibit A to each Loan Agreement, as the same may beamended, supplemented or restated from time to time.

“Interest Payment Date” means the Maturity Date.

“Investor Letter” means a letter substantially in one of the forms included in Exhibit Cattached hereto, as appropriate.

“Loan” means a loan of proceeds from the Authority to a Borrower pursuant to a LoanAgreement.

“Loan Agreement” means each Loan Agreement, dated as of March 1, 2012, betweenthe Authority and each Borrower, as originally executed or as it may from time to time besupplemented, modified or amended subject to and in accordance with the terms thereof and ofSection 6.06 of this Indenture.

“Loan Repayments” means the payments due and payable from each Borrower to theAuthority pursuant to Section 3.02 of each respective Loan Agreement.

“Maturity Date” means, with respect to the Notes, December 31, 2012.

“Moody’s” means Moody’s Investors Service, a corporation organized and existingunder the laws of the State of Delaware, its successors and assigns, or, if such corporation shallbe dissolved or liquidated or shall no longer perform the functions of a securities rating agency,any other nationally recognized securities rating agency designated by the Authority.

“Noteholder” or “Holder” means, with respect to any Note, the person in whose namesuch Note is registered.

“Note Interest Rate” means the rate of 4.25% per annum.

“Note Payment Date” means any date upon which any amounts payable with respect tothe Notes shall become due, whether upon redemption, maturity or otherwise.

“Note Payment Fund” means the fund by that name established pursuant to Section 5.02of this Indenture.

“Note Purchase Agreement” means the purchase agreement with respect to the Notesamong the Borrowers, the Authority and the Purchaser, as the same may be amended, modifiedor supplemented from time to time.

“Notes” means the California School Finance Authority Revenue Anticipation DrawDown Notes, Series 2012A issued hereunder.

“Opinion of Bond Counsel” means an Opinion of Counsel by a nationally recognizedBond Counsel firm experienced in matters relating to the exclusion from gross income forfederal income tax purposes of interest payable on obligations of state and political subdivisions.

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“Opinion of Counsel” means a written opinion of counsel (which may be counsel for theAuthority) selected by the Authority. If and to the extent required by the provisions of Section1.02 of this Indenture, each Opinion of Counsel shall include the statements provided for inSection 1.02 of this Indenture.

“Outstanding,” when used as of any particular time with reference to Notes, means(subject to the provisions of Section 11.09 hereof) all Notes theretofore, or thereupon being,authenticated and delivered by the Trustee in accordance with this Indenture except (a) Notestheretofore canceled by the Trustee or surrendered to the Trustee for cancellation and (b) Notesfor the transfer or exchange of which, or in lieu of or in substitution for which, other Notes shallhave been authenticated and delivered by the Trustee in accordance with this Indenture.

“Payment Account” means the account by that name established in the Note PaymentFund for each Borrower pursuant to Section 3.01 of this Indenture.

“Payments” means (i) all moneys (except any money received to be used for thepayment of Administrative Fees and Expenses) received by the Trustee with respect to theIntercepts, (ii) all moneys, if any, received by the Trustee directly from, or on behalf of, theBorrowers, pursuant to the Loan Agreements (excluding Additional Payments), and (iii) allincome derived from the investment of any money in any fund or account established pursuant tothis Indenture.

“Person” means an individual, corporation, firm, association, partnership, trust or otherlegal entity or group of entities, including a governmental entity or any agency or politicalsubdivision thereof.

“Principal Corporate Trust Office” means for the Trustee originally appointedhereunder, the corporate trust office of Citibank, N.A., which at the date of execution of thisIndenture is that specified in Section 11.07 of this Indenture, except that with respect topresentation of Notes for payment or for registration of transfer and exchange such term shallmean the office or agency of the Trustee at which, at any particular time, its corporate trustagency business shall be conducted.

“Program Manager” means, with respect to the Notes, First Southwest Company, or itssuccessors and assigns.

“Program Management Agreement” means, the respective Program ManagementAgreements, dated as of March 1, 2012, by and between the respective Borrower and theProgram Manager.

“Purchaser” means with respect to the Notes, Citibank, N.A.

“Qualified Institutional Buyer” shall have the meaning assigned to such term inRule 144A of the Securities Act of 1933, as amended.

“Rating Category” means (i) with respect to any long-term rating category, all ratingsdesignated by a particular letter or combination of letters, without regard to any numericalmodifier, plus or minus sign or other modifier and (ii) with respect to any short-term or

9OHSUSA:261405515.10

commercial paper rating category, all ratings designated by a particular letter or combination ofletters and taking into account any numerical modifier, but not any plus or minus sign or othermodifier.

“Redemption Fund” means the fund by that name established pursuant to Section 5.04of this Indenture.

“Responsible Officer” means, when used with respect to the Trustee, any officer withinthe corporate trust department of the Trustee, including any vice president, assistant vicepresident, assistant secretary, assistant treasurer, trust officer or any other officer of the Trusteewho customarily performs functions similar to those performed by the Persons who at the timeshall be such officers, respectively, or to whom any corporate trust matter is referred because ofsuch person's knowledge of and familiarity with the particular subject and who shall have directresponsibility for the administration of this Indenture.

“Retained Rights” means payments, if any, of the Administrative Fees and Expenses tothe Authority, any indemnification payable to the Authority, any of the Authority’s right toreceive information, reports, certifications or other documents and to rely thereon and any notice,consent or inspection rights of the Authority hereunder or under the Loan Agreements.

“Schedule of Drawings” means the schedule attached to the Notes reflecting the dateand amount of each Drawing made by the Authority under the Notes.

“Schedule of Redemptions” means the schedule attached to the Notes reflecting the dateand amount of each redemption made by the Authority under the Notes.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-HillCompanies, Inc., a corporation organized and existing under the laws of the State of New York,its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall nolonger perform the functions of a securities rating agency, any other nationally recognizedsecurities rating agency designated by the Authority.

“State” means the State of California.

“State Apportionment” means the state aid portion of the Borrower’s general purposeentitlement from Section A of the State School Fund calculated by the State Superintendent ofPublic Instruction pursuant to Section 47633 of the Education Code.

“State Controller” means the Controller of the State.

“State School Fund” means the fund established and maintained in the general fund ofthe State pursuant to Articles 1 and 2 of Chapter 1 of Part 9 of Division 1 of Title 1 of theEducation Code.

“Supplemental Indenture” or “Indenture supplemental hereto” means any indenturehereafter duly authorized and entered into between the Authority and the Trustee in accordancewith the provisions of this Indenture.

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“Trustee” means Citibank, N.A., or the successor as Trustee hereunder as provided inSection 8.01 or 8.02 of this Indenture.

“Working Capital Fund” means the fund by that name established pursuant to Section3.01 of this Indenture.

“Working Capital Subaccount” means for each Borrower, the account recordsmaintained by the Trustee pursuant to Section 3.03(b) of the Indenture showing fundsattributable to each Borrower in the Working Capital Fund.

SECTION 1.02 Content of Certificates and Opinions. Every certificate (other thanthe certificate provided for in Section 11.05 hereof) or opinion with respect to compliance with acondition or covenant provided for in this Indenture shall include (a) a statement that the personor persons making or giving such certificate or opinion have read such condition or covenant andthe definitions herein relating thereto; (b) a brief statement as to the nature and scope of theexamination or investigation upon which the statements or opinions contained in such certificateor opinion are based; (c) a statement that, in the opinion of the signers, they have made or causedto be made such examination or investigation as is necessary to enable them to express aninformed opinion as to whether or not such condition or covenant has been complied with; and(d) a statement as to whether, in the opinion of the signers, such condition or covenant has beencomplied with.

Any such certificate or opinion made or given by an Authorized Officer of the Authoritymay be based, insofar as it relates to legal matters, upon a certificate or opinion of orrepresentations by counsel, unless such Authorized Officer knows that the certificate or opinionor representations with respect to the matters upon which his or her certificate or opinion may bebased as aforesaid are erroneous, or in the exercise of reasonable care should have known thatthe same were erroneous. Any such certificate or opinion made or given by counsel may bebased, insofar as it relates to factual matters (with respect to which information is in thepossession of the Authority) upon the certificate or opinion of or representations by a member orAuthorized Officer of the Authority, unless such counsel knows that the certificate or opinion orrepresentations with respect to the matters upon which his or her opinion may be based asaforesaid are erroneous or in the exercise of reasonable care should have known that the samewere erroneous.

Any written representation of the Authority or determination of the Trustee given inaccordance with Section 6.06 (regarding the amendment of the Loan Agreement) or Article IX(regarding amendment of the Indenture) may, at the option of such party, be based solely on thewritten representation of a financial consultant or advisor selected by such party and not objectedto by the other such party.

SECTION 1.03 Article and Section Headings and References. The headings or titlesof the several Articles and Sections hereof, and any table of contents appended to copies hereof,shall be solely for convenience of reference and shall not affect the meaning, construction oreffect of this Indenture.

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All references herein to “Articles,” “Sections” and other subdivisions are to thecorresponding Articles, Sections or subdivisions of this Indenture; the words “herein,” “hereof,”“hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole andnot to any particular Article, Section or subdivision hereof; and words of the masculine gendershall mean and include words of the feminine and neuter genders.

SECTION 1.04 Construction. The parties hereto acknowledge that each such partyand its respective counsel have participated in the drafting and revision of this Indenture.Accordingly, the parties agree that any rule of construction which disfavors the drafting partyshall not apply in the interpretation of this Indenture or any amendment or supplement or exhibithereto.

ARTICLE II

THE NOTES

SECTION 2.01 Authorization of Notes. The Authority hereby authorizes the issuanceof notes to be designated as “California School Finance Authority Revenue Anticipation DrawDown Notes, Series 2012A.” The Notes and the form of authentication and assignment toappear thereon shall be substantially in the form of Exhibit A hereto. No Notes may be issuedunder the provisions of this Indenture except in accordance with this Article. The Notes initiallyshall be issued as, and evidenced by, a single draw-down note certificate with a stated maximumprincipal amount of $4,841,000; provided, however, that the total principal amount of the Notesat any time shall be only such amount as has been then drawn down by the Authority as reflectedby the Schedule of Drawings and not theretofore redeemed as reflected by the Schedule ofRedemptions, both of which are attached to the Notes as Schedule A, as confirmed by theTrustee on the copy of such Schedule A maintained by the Trustee. Interest shall accrue only onsuch principal amount as has been actually drawn by the Authority, as reflected on the Scheduleof Drawings maintained by the Trustee, and not theretofore redeemed, as reflected by theSchedule of Redemptions maintained by the Trustee.

The initial Drawing reflected in the initial Draw Request and Note Order shall be in theamount of $711,175.00. The Authority may make additional Drawings on any Draw Date, ineach such case upon delivery of a Draw Request and Note Order to the Trustee and the Purchaseron the preceding Draw Request Date.

The Drawing shall be effective on the Draw Date upon the Trustee’s receipt ofimmediately available funds from the Purchaser in the amount of such Drawing.

This Indenture constitutes a continuing agreement with the Trustee and the Holders of allthe Notes issued and at any time Outstanding to secure the full and final payment of the principalof and interest on all Notes, subject to the covenants, agreements, provisions and conditionsherein contained.

SECTION 2.02 Terms of Notes.

(a) General. (i) The Notes shall be issued in accordance with the initial DrawRequest and Note Order given to the Trustee. The Authority hereby covenants that no Notes

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shall be issued hereunder unless on the date of issuance thereof, there is in full force and effectauthority for the issuance of such Notes in accordance with the Act.

(ii) The Authority hereby adopts the form of Note set forth in ExhibitA hereto, and all of the covenants and conditions set forth therein, as and for theform of obligation to be incurred by the Authority. The covenants and conditionsset forth in the form of Note are incorporated in this Indenture by reference andshall be binding upon the Authority as though set forth in full herein. The Notesmay contain, or have endorsed thereon, any notations, legends or endorsementsnot inconsistent with the provisions of this Indenture that are necessary ordesirable to meet any law or usage if approved by an Authorized Officer of theAuthority prior to the authentication and delivery thereof. The execution anddelivery of the Notes by the Authority in accordance with this Indenture shall beconclusive evidence of the approval of the form of the Notes by the Authority,including any insertions, omissions, variations, notations, legends orendorsements authorized by this Indenture.

(iii) The Notes shall be numbered in the manner determined by theTrustee. Before authenticating and delivering any Note, the Trustee shallcomplete the form of such Note.

(iv) The Notes shall be issued as registered Notes in AuthorizedDenominations. The Notes shall be dated their date of issuance, shall mature onthe Maturity Date and shall bear interest (only on such principal amount as hasbeen actually drawn by the Authority, as reflected on the Schedule of Drawingsmaintained by the Trustee, and not theretofore redeemed, as reflected by theSchedule of Redemptions maintained by the Trustee) at the Note Interest Rate.

(v) The Notes shall be subject to redemption prior to maturity as setforth in Section 4.01 hereof.

(b) Payment of Principal and Interest. The principal of and interest on the Notesshall be payable in lawful money of the United States of America on the Maturity Date uponpresentation and surrender the Note to the Trustee, whereupon the Trustee shall cancel suchNote. The interest on any Note shall be payable to the person whose name appears on theregistration books of the Trustee as the registered owner thereof as of the close of business on theBusiness Day at least 5 Business Days prior to the Interest Payment Date, such interest to be paidby check mailed by first class mail, postage prepaid, on the Interest Payment Date, to theregistered owner at his or her address as it appears on such registration books. Any Holder of$1,000,000 or more in an aggregate principal amount of the Notes shall be entitled to receivepayments of interest on the Notes held by it by wire transfer of immediately available funds tosuch bank or trust company located within the United States of America as such other Holdershall designate in writing to the Trustee for such payment.

Interest on the Notes shall be calculated on the basis of a 365-day year and the actualnumber of days elapsed. Such interest shall cease to accrue on such Maturity Date; provided, thatif such interest or the principal of the Notes is not so punctually paid on the Maturity Date of

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such Notes, then interest shall continue to accrue on such unpaid principal and interest at theNote Interest Rate.

(c) Delivery of Notes. Subject to the provisions of Section 2.03 upon receipt of theinitial Draw Request and Note Order from the Borrowers and the Authority, the Trustee shallcomplete, authenticate and deliver the Notes to the Purchaser in accordance with such DrawRequest and Note Order.

SECTION 2.03 Conditions Precedent to Delivery of Notes.

On or before the first date on which Notes are authenticated and delivered hereunder,there shall be delivered to the Trustee each of the following:

(i) A copy of this Indenture executed by an Authorized Officer of theAuthority;

(ii) Counterparts of the Loan Agreements and the Note PurchaseAgreement, each executed by the parties thereto; and

(iii) An Opinion of Bond Counsel substantially to the effect that thisIndenture and the Loan Agreements have been duly authorized, executed anddelivered by the Authority and, assuming the due authorization, execution anddelivery thereof by the other parties thereto, constitute valid and bindingobligations of the Authority, and that the Authority is duly authorized and entitledto issue such Notes in an aggregate principal amount not exceeding $4,841,000 atany one time and, upon the execution, authentication and delivery of and paymentfor such Notes as provided in this Indenture and compliance by the Authority andthe Borrowers with the provisions hereof and of the Loan Agreements, the Noteswill constitute valid and binding special obligations of the Authority.

(iv) A Draw Request and Note Order.

(v) Intercept Notices to the State Controller in substantially the formset forth as Exhibit A to each of the Loan Agreements.

(vi) If the schedule set forth in the Intercept Notice provides for thepayment of Loan Repayments prior to the Maturity Date, a Notice of Redemptionto the Purchaser and the Trustee in substantially the form set forth as Exhibit Dhereto.

Notwithstanding the foregoing, delivery of the above will, on its face, satisfy theconditions precedent set forth in this Section without any independent investigation by theTrustee whatsoever.

SECTION 2.04 Execution of Notes. The Notes shall be signed in the name and onbehalf of the Authority with the manual or facsimile signature of its Chairperson. The Notesshall then be delivered to the Trustee for registration and authentication by it upon receipt of awritten order from an Authorized Officer. In case any of the Authorized Officers who shall have

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signed or attested any of the Notes shall cease to be such Authorized Officer or Officers beforethe Notes so signed or attested shall have been authenticated or delivered by the Trustee orissued by the Authority, such Notes may nevertheless be authenticated, delivered and issued and,upon such authentication, delivery and issue, shall be as binding upon the Authority as thoughthose who signed and attested the same had continued to be such Authorized Officers of theAuthority. Also, any Note may be signed and attested on behalf of the Authority by suchpersons as on the actual date of the execution of such Note shall be the proper AuthorizedOfficers although on the nominal date of such Note any such person shall not have been suchofficer.

Only such of the Notes as shall bear thereon a certificate of authentication andregistration in substantially the form set forth in Exhibit A hereto, manually executed by theTrustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture,and such certificate of the Trustee shall be conclusive evidence that the Notes so authenticatedhave been duly authenticated and delivered hereunder and are entitled to the benefits of thisIndenture.

SECTION 2.05 Transfer of Notes. Registration of the Notes may, in accordancewith the terms of this Indenture, be transferred, upon the books of the Trustee required to be keptpursuant to the provisions of Section 2.07, by the Person in whose name they are registered,in person or by its duly authorized attorney, upon surrender of such Notes for cancellation,accompanied by a written instrument of transfer in a form approved by the Trustee, dulyexecuted. Whenever the Notes shall be surrendered for registration of transfer, the Authorityshall execute and the Trustee shall, upon receipt of a written order from an Authorized Officer,authenticate and deliver new Notes of the same tenor and in Authorized Denominations.

Notes shall be delivered only to a Holder that has executed and delivered to the Trusteean Investor Letter. Notes shall be owned by and registered in the name of one single Holder.The Trustee shall not register the transfer of the Notes unless the Trustee receives an InvestorLetter from the proposed transferee.

Notwithstanding any other provision hereof, Notes may not be registered in the name of,or transferred to, any person except a Qualified Institutional Buyer or an Accredited Investor.

SECTION 2.06 Exchange of Notes. Notes may be exchanged at the PrincipalCorporate Trust Office of the Trustee for a like aggregate principal amount of the Notes of thesame maturity of other authorized denominations. The Trustee shall require the payment by theHolder requesting such exchange of any tax or other governmental charge required to be paidwith respect to such exchange, and there shall be no other charge to any Holder for any suchexchange.

SECTION 2.07 Note Register. The Trustee will keep or cause to be kept, at itsPrincipal Corporate Trust Office, sufficient books for the registration of the Notes, which shall atall reasonable times during normal business hours upon reasonable notice be open to inspectionby the Authority.

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SECTION 2.08 Temporary Notes. The Notes may be initially issued in temporaryform exchangeable for definitive Notes when ready for delivery. The temporary Notes may beprinted, lithographed or typewritten, shall be of such denomination as may be determined by theAuthority, shall be in registered form and may contain such reference to any of the provisions ofthis Indenture as may be appropriate. Every temporary Note shall be executed by the Authorityand authenticated by the Trustee, upon receipt of a written order form an Authorized Officer,upon the same conditions and in substantially the same manner as the definitive Notes. If theAuthority issues temporary Notes, it will execute and furnish definitive Notes without delay, andthereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at thePrincipal Corporate Trust Office of the Trustee, and the Trustee shall authenticate and deliver,upon receipt of a written order form an Authorized Officer, in exchange for such temporaryNotes an equal aggregate principal amount of definitive Notes of authorized denominations, ofthe same maturity or maturities. Until so exchanged, the temporary Notes shall be entitled to thesame benefits under this Indenture as definitive Notes authenticated and delivered hereunder.All temporary Notes shall be cancelled in accordance with Trustee’s customary procedures.

SECTION 2.09 Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall becomemutilated, the Authority, at the expense of the Holder of said Note, shall execute, and the Trusteeshall, upon receipt of a written order form an Authorized Officer, thereupon authenticate anddeliver, a new Note of like tenor in exchange and substitution for the Note so mutilated, but onlyupon surrender to the Trustee of the Note so mutilated. Every mutilated Note so surrendered tothe Trustee shall be canceled by it in accordance with Trustee’s customary procedures anddelivered to, or upon the order of, the Authority. If any Note issued hereunder shall be lost,destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trusteeand, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, theAuthority, at the expense of the Holder, shall execute, and the Trustee shall thereupon, uponreceipt of a written order form an Authorized Officer, authenticate and deliver, a new Note oflike tenor in lieu of and in substitution for the Note so lost, destroyed or stolen. If any Notemutilated, lost, destroyed or stolen shall have matured, instead of issuing a substitute Note theTrustee may pay the same without surrender upon receipt of indemnity satisfactory to theTrustee. The Authority may require payment from the Holder of a sum not exceeding the actualcost of preparing each new Note issued under this Section and of the expenses which may beincurred by the Authority and the Trustee. Any Note issued under the provisions of this Sectionin lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additionalcontractual obligation on the part of the Authority whether or not the Note so alleged to be lost,destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits ofthis Indenture with all other Notes secured by this Indenture.

SECTION 2.10 Validity of Notes. The validity of the authorization and issuance of theNotes is not dependent on and shall not be affected in any way by any proceedings taken by theAuthority or the Trustee with respect to or in connection with the Loan Agreement. The recitalcontained in the Notes that the same are issued pursuant to the Act and the Constitution and lawsof the State shall be conclusive evidence of their validity and of compliance with the provisionsof law in their issuance.

ARTICLE III

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ESTABLISHMENT OF FUNDS ANDAPPLICATION OF PROCEEDS; USE OF MONEY IN THE

COSTS OF ISSUANCE FUND AND THE WORKING CAPITAL FUND

SECTION 3.01 Establishment of Funds and Application of Proceeds of Notes. TheTrustee hereby agrees to establish and maintain hereunder, in trust, the Costs of Issuance Fund,the Working Capital Fund, the Administrative Fees Fund, the Redemption Fund and the NotePayment Fund. Within the Note Payment Fund, the Trustee hereby agrees to establish andmaintain hereunder, in trust, a Payment Account for each Borrower. On the Closing Date, theproceeds received from the initial Drawing in respect of the issuance of the Notes are to bedeposited in the following funds in the following amounts:

Costs of Issuance Fund $73,663.00Working Capital Fund $605,547.50

Thereafter, the Trustee shall deposit the proceeds received from the Drawings, from timeto time, into the Working Capital Fund.

SECTION 3.02 Use of Money in the Costs of Issuance Fund. The moneys in theCosts of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuanceupon receipt of (i) a Request of the Authority at the request of one or more Borrowers, whichshall be sequentially numbered, stating the person to whom payment is to be made, the amount tobe paid and the purpose for which the obligation was incurred. Each corresponding Request(s)of the borrower shall state that such payment is a proper charge against said fund and include aninvoice or invoices related to such payments. Each such Request of the Authority andcorresponding Request(s) of the Borrower shall be sufficient evidence to the Trustee of the factsstated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On May1, 2012, or on such earlier date upon Request of the Authority, amounts, if any, remaining in theCosts of Issuance Fund (and not required to pay identified Costs of Issuance for the Notes,including any initial or additional fees or expenses of the Trustee), shall be transferred to theWorking Capital Fund and credited to and returned by the Trustee by check to each Borrower inproportion to the amounts initially deposited in the Costs of Issuance Fund attributable to eachBorrower, and the Costs of Issuance Fund shall thereafter be closed.

SECTION 3.03 Working Capital Fund.

(a) All money in the Working Capital Fund shall be held by the Trustee in trust andapplied as provided herein. Funds in the Working Capital Fund shall be credited to each of theBorrowers initially in amounts set forth in Schedule II, which is attached hereto and made a parthereof, and thereafter in accordance with the specifications of subsequent Drawings andBorrower Requests. Moneys in the Working Capital Fund shall be disbursed to each Borrowerin the amounts set forth in Schedule II relating to such Borrower, as soon as practical, pursuantto the initial Borrower Request, and thereafter pursuant to additional Borrower Requests properlysubmitted on or before the Draw Request Date prior to the next Draw Date (by facsimile, handdelivery or mail). Amounts so disbursed shall be held and invested by each such Borrower aspermitted by law and used and expended for working capital purposes. Each such Borrower

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Request shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shallhave no duty to confirm the accuracy of such facts.

(b) The Trustee shall not create subaccounts within the Working Capital Fund, butshall keep records to account separately for funds in the Working Capital Fund attributable toeach Borrower. Said record of separate accounting by the Trustee for each Borrower shall bedeemed a “Working Capital Subaccount” for the purposes of each Borrower’s Loan Agreement.

ARTICLE IV

REDEMPTION OF THE NOTES

SECTION 4.01 Optional Redemption of Notes. The Notes are subject to optionalredemption prior to maturity, in Authorized Denominations, in whole or in part on any date, at aredemption price equal to 100% of the principal amount of the Notes called for redemption, plusaccrued interest thereon to the date of redemption.

SECTION 4.02 Notice of Redemption. The Notes shall not be called for optionalredemption unless a Borrower has so directed in writing in the form of Exhibit D hereto to theTrustee with a copy to the Authority and the Holder. The Notes so called for redemption shall besubject to redemption on the date set forth in such direction which shall be a date not less than 5Business Days after the date of such direction.

SECTION 4.03 Effect of Notice. When notice of redemption has been givensubstantially as provided for herein, and when the redemption price of the Note, or portion of theNote, called for redemption is set aside for the purpose as described in Section 4.05, the Note, orsuch designated portion thereof, shall become due and payable on the specified redemption dateand interest, if any, shall cease to accrue thereon as of the redemption date, and, the Note, orportion of the Note called for redemption, shall be redeemed and paid at the redemption pricethereof out of the money provided therefor. The Note Holder shall look for the payment of suchNote only to the Note Payment Fund established for such purpose. Upon redemption in full of allNotes, the Holder shall surrender the Notes to the Trustee and the Trustee shall cancel the Notes.

SECTION 4.04 Right to Rescind Notice. Any Borrower may rescind any notice ofredemption on any date on or prior to the date fixed for redemption by causing written notice ofthe rescission to be given to the Purchaser of the Notes called for redemption, with a copy to theTrustee and the Authority. The actual receipt by the Holder of notice of such rescission shall notbe a condition precedent to rescission, and failure to receive such notice or any defect in suchnotice shall not affect the validity of the rescission.

SECTION 4.05 Funds for Redemption. Prior to or on the redemption date of theNotes or any portion thereof, there shall be in the Redemption Fund moneys for the purpose andsufficient to redeem the Notes designated in said notice of redemption. Such moneys so set asidein the Redemption Fund shall be applied on or after the redemption date solely for payment ofprincipal of and interest on the Note to be redeemed on the Maturity Date, provided that allmoneys in the Redemption Fund shall be used for the purposes established and permitted by law.

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After the Notes called for redemption have been redeemed and cancelled or paid and cancelled,any moneys remaining in the Redemption Fund shall be transferred to the Note Payment Fund.

ARTICLE V

PLEDGE AND ASSIGNMENT

SECTION 5.01 Pledge and Assignment.

(a) Subject only to the provisions of this Indenture permitting the application thereoffor the purposes and on the terms and conditions set forth herein, and subject to the rights of theHolders of the Notes, there are hereby pledged to secure the payment of the principal of andinterest on the Notes in accordance with their terms and the provisions of this Indenture all of thePayments (except Payments described in clause (i) of the definition thereof) and any otheramounts (excluding proceeds of the sale of Notes) held in any fund or account (other than theAdministrative Fees Fund and the Working Capital Fund) established pursuant to this Indenture.Said pledge shall constitute a lien on and security interest in such assets and shall attach and bevalid and binding from and after delivery of the Notes, without any physical delivery thereof orfurther act.

(b) The Authority hereby assigns to the Trustee, for the benefit of the Holders fromtime to time of the Notes, all of the Payments (except Payments described in clause (i) of thedefinition thereof) and other amounts pledged in paragraph (a) of this Section and all of the right,title and interest of the Authority in, to and under the Loan Agreements (except for the RetainedRights). The Trustee shall be entitled to and shall receive all of the Payments, and any Paymentscollected or received by the Authority shall be deemed to be held, and to have been collected orreceived, by the Authority as the agent of the Trustee and shall forthwith be paid by theAuthority to the Trustee. The Trustee also shall be entitled to and shall (subject to the provisionsof this Indenture) upon written direction from the Holders take all steps, actions and proceedingsfollowing any event of default under the Loan Agreements reasonably necessary to enforce,either jointly with the Authority or separately, all of the rights of the Authority assigned to theTrustee and all of the obligations of each Borrower under the respective Loan Agreements.

(c) Simultaneously with the issuance of the Notes, each Borrower will provide to theState Controller an Intercept Notice in accordance with its respective Loan Agreement.Thereafter, the Trustee shall take all actions as each Borrower shall inform the Trustee in writingare necessary for the Trustee to receive such amounts directly from the State Controller in theamounts and on the dates set forth in the respective Intercept Notices.

(d) All Payments shall be held in trust for the benefit of the Holders from time to timeof the Notes but shall nevertheless be disbursed, allocated and applied solely for the uses andpurposes hereinafter in this Article V set forth.

(e) The Notes are not and shall not be deemed to constitute a debt or liability of theState, or any political subdivision thereof, and are not and shall not be deemed to be a pledge ofthe faith and credit of the State, or any political subdivision thereof, other than the Authority,which shall only be obligated to pay the Notes solely from the Payments and funds herein

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provided therefor. The issuance of the Notes shall not directly or indirectly or contingentlyobligate the State or any political subdivision thereof to levy or to pledge any form of taxationwhatever for the Notes or to make any appropriation for their payment. Nothing in thisIndenture, the Act or otherwise is an undertaking by the Authority or the State or any politicalsubdivision thereof to fund the transfers described in the Intercept Notices or to make StateApportionments or other funds available to any Borrower in any amount or at any time.

SECTION 5.02 Note Payment Fund. Upon the receipt thereof, the Trustee shalldeposit all Payments made by each Borrower or pursuant to its Intercept Notice in suchBorrower’s Payment Account within the Note Payment Fund. The Trustee shall disburse andapply amounts in the Note Payment Fund only as hereinafter in this Section 5.02 authorized:

(a) prior to the Interest Payment Date, the Trustee shall deposit that portion of thePayments designated by each Borrower as payments of interest on the Notes into a separateaccount designated as the “Interest Account,” which account the Trustee shall establish andmaintain within the Note Payment Fund, and on the Interest Payment Date, the Trustee shallapply moneys in the Interest Account to pay accrued and unpaid interest on the Notes as suchinterest shall become due and payable;

(b) on the Maturity Date, the Trustee shall apply moneys in the Note Payment Fundto pay the principal of the Notes as such principal becomes due and payable; and

(c) the Trustee shall transfer moneys in the Note Payment Fund to the RedemptionFund on such dates and in such amounts as may be set forth in a Request of one or moreBorrowers to pay the redemption price of Notes to be redeemed in accordance with Section 4.01hereof.

If the Trustee receives Loan Repayments from a Borrower which, together withother amounts on deposit in the Note Payment Fund allocable to such Borrower, are in excess ofthe amounts required to pay the principal of and interest due on such Borrower’s Loan, suchexcess amounts shall remain in the Borrower’s Payment Account within the Note Payment Fundand shall be transferred to such Borrower following payment of the amount of Notescorresponding to such Borrower’s Loan, free and clear of the lien of this Indenture.

Moneys received by the Trustee attributable to a Borrower shall not be used inany manner (directly or indirectly) to make up any deficiency in any other Borrower’s LoanRepayments.

SECTION 5.03 Administrative Fees Fund. The Trustee shall deposit into theAdministrative Fees Fund established pursuant to Section 3.01 hereof amounts designated by theBorrowers in writing, including such portion of the amounts received by the Trustee pursuant tothe Intercepts designated therefor, for the payment of Additional Payments pursuant to eachLoan Agreement. The Trustee shall withdraw from the Administrative Fees Fund and pay toTrustee and the Authority the Administrative Fees and Expenses including attorneys’ fees andexpenses.

SECTION 5.04 Redemption Fund. The Trustee shall deposit into the RedemptionFund established pursuant to Section 3.01 hereof amounts received from a Borrower and

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designated by such Borrower in writing for the prepayment of such Borrower’s Loan pursuant toSection 6.01 of such Borrower’s Loan Agreement and corresponding payment of the interest onand the principal of the Notes prior to the Maturity Date. Upon a Request of a Borrower, orthree days prior to the Maturity Date of the Notes, whichever is earlier, the Trustee shall transferthe moneys in the Redemption Fund to the Note Payment Fund to be used to pay the interest onand the principal of the Notes.

SECTION 5.05 Investment of Moneys in Funds. All moneys in any of the funds andaccounts established pursuant to this Indenture (other than moneys held in the Costs of IssuanceFund which shall not be invested) shall be invested by the Trustee solely in investmentsdescribed in clause (7) of the definition of the term “Eligible Securities” in Section 1.01 of thisIndenture. Notwithstanding the foregoing, the Trustee shall invest amounts held in a Borrower’sPayment Account in Eligible Securities as are specified in a Request of the Borrower; provided,however, that if a Borrower does not file such a Request with the Trustee, the Trustee shallinvest in investments described in clause (7) of the definition of the term “Eligible Securities” inSection 1.01 of this Indenture.

All interest, profits and other income received from the investment of moneys in any ofthe funds and accounts held by the Trustee hereunder shall be deposited in the Note PaymentFund.

Investments in any and all funds and accounts established pursuant to this Indenture maybe commingled for purposes of making, holding and disposing of investments, notwithstandingprovisions herein for transfer to or holding in a particular fund amounts received or held by theTrustee hereunder, provided that the Trustee shall at all times account for such investmentsstrictly in accordance with the particular funds to which they are credited and otherwise asprovided in this Indenture. The Trustee may act as principal or agent in the making or disposingof any investment. To the extent Eligible Securities are registrable, such investments shall beregistered in the name of the Trustee. The Trustee may sell or present for redemption, anysecurities so purchased whenever it shall be necessary to provide moneys to meet any requiredpayment, transfer, withdrawal or disbursement from the fund or account to which such securitiesare credited, and the Trustee shall not be liable or responsible for any loss resulting from suchinvestment.

The Trustee is hereby authorized, in making or disposing of any investment permitted bythis Section, to deal with itself (in its individual capacity) or with any one or more of itsaffiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person ordealing as principal for its own account.

No float forward or forward purchase agreement or other arrangement, agreement orfinancial product may be utilized in connection with the Note Payment Fund.

The Trustee will furnish the Authority periodic cash transaction statements which shallinclude detail for all investment transactions made by the Trustee hereunder.

SECTION 5.06 Tax Matters. (a) The Authority agrees that, for tax reporting purposes,the all funds and accounts shall be allocated to the party to whom the funds are disbursed and

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shall be reported in the year of disbursement on a Form 1099-B, if applicable, in relation toprincipal and on a Form 1099-INT for interest earned or on a Form 1099-DIV for dividendsearned in the case of Money Market investments. The Authority agrees that this Indenture doesnot relieve it of its obligation for tax information reporting under Section 6041 of the InternalRevenue Code of 1986, as amended from time to time (the “Code”), and the Treasury regulationsthereunder, as well as the obligation to report amounts of imputed interest income to the extentrequired pursuant to Code Section 483 or Section 1272. The Trustee shall not be responsible fordetermining or reporting such imputed interest.

(b) The Authority shall upon the execution of this Indenture provide the Trustee witha duly completed and properly executed original IRS Form W-9 (or applicable Form W-8, in thecase of a non-U.S. person) certifying the Authority’s U.S. tax identification number if Form W-9is provided, or status as a beneficial owner if a Form W-8 is provided. The Authority shall alsoprovide to the Trustee any other forms and documents that the Trustee may reasonably request todetermine the amount, if any, to be withheld, and to complete such information and payeestatements. In the event the payee is not the Authority, the Authority shall provide the Trusteewith a duly completed and properly executed IRS Form W-9 (or applicable W-8, in the case of anon-U.S. person) from such payee prior to payment being made. The Authority understands that,in the event valid U.S. tax forms, or other relevant forms, are not provided to the Trustee, the taxlaw may require withholding of tax on disbursements and on a portion of any interest or otherincome earned on the investment of the funds.

(c) The Authority acknowledges and agrees that none of the payments under thisIndenture are for compensation for services performed by an employee or independent contractorof the Authority.

(d) Citigroup, Inc., its affiliates, and its employees are not in the business ofproviding tax or legal advice to any taxpayer outside of Citigroup, Inc. and its affiliates. ThisIndenture and any amendments or attachments are not intended or written to be used, and cannotbe used or relied upon, by any such taxpayer or for the purpose of avoiding tax penalties. Anysuch taxpayer should seek advice based on the taxpayer’s particular circumstances from anindependent tax advisor.

ARTICLE VI

COVENANTS

SECTION 6.01 Punctual Payment. The Authority shall punctually pay, but only outof Payments and pledged funds as herein provided, the principal and interest to become due inrespect of the Notes issued hereunder at the times and places and in the manner provided hereinand in the Notes, according to the true intent and meaning thereof.

SECTION 6.02 Extension of Payment of Notes. The Authority shall not directly orindirectly extend or assent to the extension of the maturity of any of the Notes or the time ofpayment of any of the claims for interest by the purchase or funding of such Notes or claims forinterest or by any other arrangement except with the written consent of the Noteholders and, ifthe maturity of any of the Notes or the time of payment of any such claims for interest shall be

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extended without the written consent of the Noteholders, such Notes or claims for interest shallnot be entitled, in case of any default hereunder, to the benefits of this Indenture, except subjectto the prior payment in full of the principal of all of the Notes then Outstanding and of all claimsfor interest thereon which shall not have been so extended.

SECTION 6.03 Encumbrance Upon Payments. The Authority shall not create, orpermit the creation of, any pledge, lien, charge or other encumbrance upon the Payments andother assets pledged or assigned under this Indenture while any of the Notes are Outstanding,except the pledge and assignment created by this Indenture. Subject to this limitation, theAuthority expressly reserves the right to enter into one or more other indentures for any of itscorporate purposes, including other programs under the Act, and reserves the right to issue otherobligations for such purposes.

SECTION 6.04 Power to Issue Notes and Make Pledge and Assignment. TheAuthority is duly authorized pursuant to law to issue the Notes and to enter into this Indentureand to pledge and assign the Payments and other assets purported to be pledged and assigned,respectively, under this Indenture in the manner and to the extent provided in this Indenture. TheNotes and the provisions of this Indenture are and will be the valid and binding limitedobligations of the Authority, and the Authority and Trustee shall at all times, to the extentpermitted by law and subject to the provisions of this Indenture, defend, preserve and protectsaid pledge and assignment of Payments and other assets and all the rights of the Noteholdersunder this Indenture against all claims and demands of all persons whomsoever.

SECTION 6.05 Accounting Records and Financial Statements. (a) The Trustee shallat all times keep, or cause to be kept, proper books of record and account, prepared in accordancewith the Trustee’s accounting practices for books of record and account relating to similar trustaccounts and in accordance with the customary standards of the corporate trust industry for suchbooks of record and account, in which complete and accurate entries shall be made of alltransactions made by it relating to the proceeds of Notes, the Payments, the Loan Agreementsand all funds and accounts established pursuant to this Indenture. Such books of record andaccount shall be available for inspection by the Authority, the Borrowers and any Noteholder, ortheir agents or representatives duly authorized in writing, at reasonable hours, upon reasonablenotice and under reasonable circumstances.

(b) The Trustee shall furnish to the Authority and the Borrowers, at intervalsacceptable to such parties, a statement (which may be in the form of its regular statements)covering receipts, disbursements, allocation and application of Payments and the proceeds of theNotes made by the Trustee.

SECTION 6.06 Other Covenants; Amendment of the Loan Agreement. (a) Subjectto the provisions of this Indenture, the Trustee shall promptly collect all amounts due pursuant tothe Loan Agreements and enforce and take all steps, actions and proceedings reasonablynecessary for the enforcement of all of the rights of the Authority under the Loan Agreementsassigned to it pursuant to Section 5.01(b) hereof.

(b) The Authority shall not amend, modify or terminate any of the terms of the LoanAgreements, or consent to any such amendment, modification or termination, without the prior

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written consent of the Trustee. The Trustee shall give such written consent if but only if (i) suchamendment, modification or termination is permitted by the Indenture and does not materiallyadversely affect the Holders’ rights or (ii) the Holders of a majority in aggregate principalamount of the Notes then Outstanding consent in writing to such amendment, modification ortermination. No amendment, modification or termination of any terms of any Loan Agreementshall reduce the amount of Payments payable to the Authority, or extend the time for makingsuch payments, without the written consent of all of the Holders of the Notes then Outstanding.

SECTION 6.07 Waiver of Laws. The Authority shall not at any time insist upon orplead in any manner whatsoever, or claim or take the benefit or advantage of, any stay orextension of law now or at any time hereafter in force that may affect the covenants andagreements contained in this Indenture or in the Notes, and all benefit or advantage of any suchlaw or laws is hereby expressly waived by the Authority to the extent permitted by law.

SECTION 6.08 Further Assurances. The Authority will make, execute and deliverany and all such further indentures, instruments and assurances as may be reasonably necessaryor proper to carry out the intention or to facilitate the performance of this Indenture and for thebetter assuring and confirming unto the Holders of the Notes of the rights and benefits providedin this Indenture.

SECTION 6.09 Intercept Covenants. The Trustee shall, on each Interest PaymentDate, Principal Payment Date, and such other date as may indicated in an Intercept Notice, onwhich a transfer from the Controller to the Trustee is scheduled pursuant to any Intercept Notice,notify the Authority, the Controller, the Program Manager and the related Borrower of anyshortfall in amounts received by the Trustee from the Controller compared to the amounts setforth in such Intercept Notice for such date. If, subsequent to any shortfall for which the Trusteehas sent notice pursuant to the preceding sentence, the Trustee shall receive payment of amountssufficient to cure such shortfall, the Trustee shall, within 10 Business Days thereof, notify theAuthority, the Controller, the Program Manager and the related Borrower of the receipt of suchpayment.

ARTICLE VII

EVENTS OF DEFAULT; REMEDIES ON DEFAULT

SECTION 7.01 Events of Default; Waiver of Default. If one or more of the followingevents (“Events of Default”) shall happen, that is to say-

(a) if default shall be made in the due and punctual payment of the principal of theNotes as the same shall become due and payable (whether at maturity, by declaration orotherwise);

(b) if default shall be made in the due and punctual payment of interest on the Noteswhen and as such interest shall become due and payable;

(c) if default shall be made by the Authority in the performance or observance of anyother of the covenants, agreements or conditions on its part in this Indenture or in the Notescontained, and such default shall have continued for a period of 30 days after written notice

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thereof, specifying such default and requiring the same to be remedied, shall have been given tothe Authority by the Trustee, or to the Authority, any Borrower and the Trustee by the Holders ofnot less than a majority in aggregate principal amount of the Notes at the time Outstanding; or

(d) an Event of Default shall have occurred and be continuing under a LoanAgreement;

then and in each and every such case during the continuance of such Event of Default, theprovisions of Section 7.02 shall apply.

The Authority covenants and agrees with the Trustee and the Holders of the Notes to (a)cause, within 10 Business Days, all Payments received by the Authority or the Trustee after theMaturity Date to be applied to the payment of any outstanding principal and interest on theNotes, when and as such Payments are received, and (b) cooperate with the Trustee to protect orenforce the rights of the Trustee or the rights of the Holders of Notes under the Act or under theLoan Agreements or this Indenture whether by reason of a default by a Borrower under its LoanAgreement or otherwise, to pay or cause to be paid to the Trustee or the Authority any LoanRepayment.

SECTION 7.02 Institution of Legal Proceedings by Trustee. If one or more of theEvents of Default shall occur, the Trustee may, and upon the written request of the Holders of amajority in principal amount of the Notes then Outstanding and, in the case of an Event ofDefault described in Section 7.01(c), upon being indemnified prior to taking any such action toits satisfaction therefor the Trustee shall proceed to protect or enforce its rights or the rights ofthe holders of Notes under this Indenture and the Loan Agreements, by a suit in equity or actionat law, either for the specific performance of any covenant or agreement contained herein ortherein, or in aid of the execution of any power herein or therein granted, or by mandamus orother appropriate proceeding for the enforcement of any other legal or equitable remedy as theTrustee shall deem most effectual in support of any of its rights or duties hereunder, providedthat any such request from the Noteholders shall not be in conflict with any rule of law or withthis Indenture, expose the Trustee to personal liability or be unduly prejudicial to Noteholdersnot joining therein.

SECTION 7.03 Application of Moneys Collected by Trustee. Any moneys collectedby the Trustee pursuant to Section 10.02 hereof and any other amounts then held by the Trusteeunder this Indenture, shall be applied in the following order, at the date or dates fixed by theTrustee and, in the case of distribution of such moneys on account of principal upon presentationof the Notes, and stamping thereon the payment, if only partially paid, and upon surrenderthereof, if fully paid:

First: To the payment of costs and expenses of collection and reasonable compensation tothe Trustee for its own services and for the services of counsel, agents and employees by itproperly engaged and employed, and all other expenses and liabilities incurred, and for advances,made pursuant to the provisions of this Indenture.

Second: In case the principal of any of the Notes shall have become due by declarationor otherwise and remains unpaid, first to the payment of interest in default, and then to the

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payment of the principal of all Notes then due and unpaid, in every instance such payment to bemade ratably to the persons entitled thereto without discrimination or preference.

Whenever moneys are to be applied pursuant to the provision of this Section, suchmoneys shall be applied at such times, and from time to time, as the Trustee shall determine,having due regard to the amount of such moneys available for application and the likelihood ofadditional moneys becoming available for such application in the future. Whenever the Trusteeshall apply such funds, it shall fix the date (which shall be the Interest Payment Date unless theTrustee shall deem another date more suitable) upon which such application is to be made andupon such date interest on the amounts of principal and past-due interest to be paid on such dateshall cease to accrue.

Whenever all principal of and interest on all Notes shall have been paid under theprovisions of this Section and all fees, expenses and charges of the Trustee (including withoutlimitation those of their attorneys), any balance remaining in the funds and accounts hereundershall be transferred to the Working Capital Fund.

SECTION 7.04 Effect of Delay or Omission to Pursue Remedy. No delay oromission of the Trustee, or of any Holder of Notes to exercise any right or power arising fromany default shall impair any such right or power or shall be construed to be a waiver of any suchdefault or acquiescence therein, and every power and remedy given by this Article VII to theTrustee, or to the Holders of Notes may be exercised from time to time, and as often as shall bedeemed expedient. In case the Trustee shall have proceeded to enforce any right under thisIndenture, and such proceedings shall have been discontinued or abandoned because of waiver orfor any other reason, or shall have been determined adversely to the Trustee, then and in everysuch case the Authority and the Trustee, and the Holders of the Notes, severally and respectively,shall be restored to their former positions and rights hereunder in respect to the trust estate; andall remedies, rights and powers of the Authority, the Trustee, and the Holders of the Notes shallcontinue as though no such proceedings had been taken.

SECTION 7.05 Remedies Cumulative. No remedy herein conferred upon or reservedto the Trustee or to any Holder of the Notes is intended to be exclusive of any other remedy, buteach and every such remedy shall be cumulative and shall be in addition to every other remedygiven hereunder or now or hereafter existing at law or in equity.

SECTION 7.06 Covenant to Pay Notes in Event of Default. The Authority covenantsthat, upon the happening of any Event of Default, the Authority will pay, but only out ofPayments, to the Trustee, upon demand, for the benefit of the Holders of the Notes, the wholeamount then due and payable thereon (by declaration or otherwise) for interest and principal asthe case may be, and all other sums which may be due hereunder or secured hereby, includingreasonable compensation to the Trustee and its agents and counsel and any expenses or liabilitiesincurred by the Trustee hereunder and, its agents and counsel. In case the Authority shall fail topay the same forthwith upon such demand, the Trustee, in its own name and as trustee of anexpress trust, shall be entitled to institute proceedings at law or in equity in any court ofcompetent jurisdiction to recover judgment for the whole amount due and unpaid, together withcosts and reasonable attorneys’ fees, subject, however, to the condition that such judgment, ifany, shall be limited to, and payable solely out of, Payments as herein provided and not

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otherwise. The Trustee shall be entitled to recover such judgment as aforesaid, either before orafter or during the pendency of any proceedings for the enforcement of this Indenture, and theright of the Trustee to recover such judgment shall not be affected by the exercise of any otherright, power or remedy for the enforcement of the provisions of this Indenture.

SECTION 7.07 Trustee Appointed Agent for Noteholders. The Trustee is herebyappointed the agent and attorney-in-fact of the Holders of all Notes Outstanding hereunder forthe purpose of filing any claims relating to the Notes.

SECTION 7.08 Power of Trustee to Control Proceedings. Subject to Section 7.09hereof, in the event that the Trustee, upon the happening of an Event of Default, shall have takensome action, by judicial proceedings or otherwise, pursuant to its duties hereunder, upon therequest of the Holders of a majority in aggregate principal amount of the Notes then Outstanding,it shall have full power, in the exercise of its discretion for the best interests of the Holders of theNotes, with respect to the continuance, discontinuance, withdrawal, compromise, settlement orother disposal of such action; provided, however, that the Trustee shall not, unless there nolonger continues an Event of Default hereunder, discontinue, withdraw, compromise or settle, orotherwise dispose of any litigation pending at law or in equity, if at the time there has been filedwith it a written request signed by the Holders of at least a majority in aggregate principalamount of the Notes Outstanding hereunder opposing such discontinuance, withdrawal,compromise, settlement or other disposal of such litigation.

SECTION 7.09 Limitation on Noteholders’ Right to Sue. Notwithstanding any otherprovision hereof, no Holder of any Note issued hereunder shall have the right to institute anysuit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless(a) such Holder shall have previously given to the Trustee written notice of the occurrence of anEvent of Default hereunder; (b) the Holders of at least a majority in aggregate principal amountof all the Notes then Outstanding shall have made written request upon the Trustee to exercisethe powers hereinbefore granted or to institute such action, suit or proceeding in its own name;(c) said Holders shall have tendered to the Trustee indemnity satisfactory to it prior to requestingany such action against the costs, expenses and liabilities to be incurred in compliance with suchrequest; and (d) the Trustee shall have refused or omitted to comply with such request for aperiod of sixty (60) days after such written request shall have been received by, and said tenderof indemnity shall have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are herebydeclared, in every case, to be conditions precedent to the exercise by any Holder of Notes of anyremedy hereunder; it being understood and intended that no one or more Holders of Notes shallhave any right in any manner whatever by his or their action to enforce any right under thisIndenture, except in the manner herein provided, and that all proceedings at law or in equity toenforce any provision of this Indenture shall be instituted, had and maintained in the mannerherein provided and for the equal benefit of all Holders of the Outstanding Notes.

The right of any Holder of any Note to receive payment of the principal of and interest onsuch Note out of Payments and the funds pledged herein, as herein provided, on and after therespective due dates expressed in such Note, or to institute suit for the enforcement of any suchpayment on or after such respective dates, shall not be impaired or affected without the consent

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of such Holder, notwithstanding the foregoing provisions of this Section or Section 7.08 of thisIndenture or any other provision of this Indenture.

SECTION 7.10 Limited Liability of the Borrowers. Except as expressly provided inthe respective Loans and Loan Agreements, the Borrowers shall not have any obligation orliability to the Authority, the Trustee or the Holders, with respect to the Indenture or thepreparation, execution, delivery, transfer, exchange or cancellation of the Notes or the receipt,deposit or disbursement of the principal of and interest on the Loans or the Notes by the Trustee,or with respect to the performance by the Trustee of any obligation contained herein required tobe performed by it. Notwithstanding anything to the contrary herein or in any document referredto herein, no Borrower shall incur any obligation on account of any default, action or omission ofany other Borrower.

ARTICLE VIII

THE TRUSTEE

SECTION 8.01 Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall,prior to an Event of Default, and after the curing or waiver of all Events of Default which mayhave occurred, perform such duties and only such duties as are specifically set forth in thisIndenture. The Trustee shall, during the existence of any Event of Default which has not beencured or waived, exercise such of the rights and powers vested in it by this Indenture, and use thesame degree of care and skill in their exercise, as a prudent person would exercise or use underthe circumstances in the conduct of his or her own affairs.

(b) The Authority may remove the Trustee at any time unless an Event of Defaultshall have occurred and then be continuing, and shall remove the Trustee if at any time requestedto do so by an instrument or concurrent instruments in writing signed by the Holders of not lessthan a majority in aggregate principal amount of the Notes then Outstanding (or their attorneysduly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordancewith subsection (e) of this Section, or shall become incapable of acting, or shall be adjudged abankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or anypublic officer shall take control or charge of the Trustee or of its property or affairs for thepurpose of rehabilitation, conservation or liquidation, in each case by giving written notice ofsuch removal to the Trustee, and thereupon shall appoint a successor Trustee by an instrument inwriting.

(c) The Trustee may at any time resign by giving written notice of such resignation tothe Authority, and by giving the Noteholders notice of such resignation by mail at the addressesshown on the Note registration books maintained by the Trustee. Upon receiving such notice ofresignation, the Authority shall promptly appoint a successor Trustee by an instrument inwriting.

(d) Any removal or resignation of the Trustee and appointment of a successor Trusteeshall become effective upon acceptance of appointment by the successor Trustee. If nosuccessor Trustee shall have been appointed and have accepted appointment withinforty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the

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resigning Trustee, at the expense of any Noteholder (on behalf of himself and all otherNoteholders) may petition any court of competent jurisdiction for the appointment of a successorTrustee, and such court may thereupon, after such notice (if any) as it may deem proper, appointsuch successor Trustee. Any successor Trustee appointed under this Indenture shall signify itsacceptance of such appointment by executing and delivering to the Authority and to itspredecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, withoutany further act, deed or conveyance, shall become vested with all the moneys, estates, properties,rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as iforiginally named Trustee herein; but, nevertheless at the Request of the Authority or the requestof the successor Trustee, such predecessor Trustee shall execute and deliver any and allinstruments of conveyance or further assurance and do such other things as may reasonably berequired for more fully and certainly vesting in and conveying to such successor Trustee all theright, title and interest of such predecessor Trustee in and to any property held by it under thisIndenture and shall pay over, transfer, assign and deliver to the successor Trustee any money orother property subject to the trusts and conditions herein set forth. Upon request of the successorTrustee, the Authority shall execute and deliver any and all instruments as may be reasonablyrequired for more fully and certainly vesting in and confirming to such successor Trustee all suchmoneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance ofappointment by a successor Trustee as provided in this subsection, the Authority shall mail anotice of the succession of such Trustee to the trusts hereunder to the Noteholders at theaddresses shown on the Note registration books maintained by the Trustee. If the Authority failsto mail such notice within thirty (30) days after acceptance of appointment by the successorTrustee, the successor Trustee shall cause such notice to be mailed at the expense of theAuthority.

(e) Any Trustee appointed under the provisions of this Indenture shall be a nationalbanking association, a trust institution or a banking institution having trust powers, doingbusiness and having a corporate trust office in California or, if it shall not have a corporate trustoffice in California, having the power under California law to perform all the duties of theTrustee hereunder as evidenced by an opinion of its counsel, having, or if it is a member of abank holding company system its parent shall have, a combined capital (exclusive of borrowedcapital) and surplus of at least $50,000,000 and subject to supervision or examination by State orfederal authorities. In case at any time the Trustee shall cease to be eligible in accordance withthe provisions of this subsection (e), the Trustee shall resign immediately in the manner and withthe effect specified in this Section.

SECTION 8.02 Merger or Consolidation. Any company into which any successorTrustee may be merged or converted or with which it may be consolidated or any companyresulting from any merger, conversion or consolidation to which it shall be a party or anycompany to which the successor Trustee, if any, may sell or transfer all or substantially all of itscorporate trust business, provided such company shall be eligible under subsection (e) of Section10.01 hereof, shall be the successor to such successor Trustee without the execution or filing ofany paper or any further act, anything herein to the contrary notwithstanding.

SECTION 8.03 Rights of Trustee. (a) The recitals of facts herein and in the Notescontained shall be taken as statements of the Authority, and the Trustee does not assume anyresponsibility for the correctness of the same, or make any representations as to the validity or

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sufficiency of this Indenture, the Loan Agreement or the Notes, or incur any responsibility inrespect thereof, other than in connection with the duties or obligations herein or in the Notesassigned to or imposed upon it. The Trustee shall, however, be responsible for itsrepresentations contained in its certificate of authentication on the Notes. The Trustee shall notbe liable in connection with the performance of its duties hereunder, except for its ownnegligence or willful misconduct.

(b) The Trustee shall not be liable for any error of judgment made in good faith by aResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining thepertinent facts.

(c) The Trustee shall not be liable with respect to any action taken or omitted to betaken by it in good faith in accordance with the direction of the Holders of not less than amajority in aggregate principal amount of the Notes at the time Outstanding relating to the time,method and place of conducting any proceeding for any remedy available to the Trustee, orexercising any trust or power conferred upon the Trustee under this Indenture. The permissiveright of the Trustee to do things enumerated in this Indenture shall not be construed as a duty.

(d) The Trustee shall be under no obligation to exercise any of the rights or powersvested in it by this Indenture at the request, order or direction of any of the Noteholders pursuantto the provisions of this Indenture unless such Noteholders shall have offered to the Trusteesecurity or indemnity satisfactory to it prior to taking action requested hereunder against thecosts, expenses and liabilities which may be incurred therein or thereby.

(e) The Trustee shall not be deemed to have knowledge of any Event of Default otherthan an Event of Default under Section 7.01(a) or 7.01(b) hereof unless and until it shall haveactual knowledge thereof, or shall have received written notice thereof, at its Principal CorporateTrust Office. Except as otherwise expressly provided herein, the Trustee shall not be bound toascertain or inquire as to the performance or observance of any of the terms, conditions,covenants or agreements herein or of any of the documents executed in connection with theNotes or as to the existence of an Event of Default hereunder.

(f) No provision of this Indenture shall require the Trustee to expend or risk its ownfunds or otherwise incur any financial liability in the performance of any of its duties hereunder,or in the exercise of its rights or powers. The Trustee has no obligation or liability to theNoteholders for the payment of interest or principal with respect to the Notes.

(g) The Trustee shall not be bound to ascertain or inquire as to the validity orgenuineness of any collateral given to or held by it. The Trustee shall not be responsible for therecording or filing of any document relating to this Indenture or of financing statements (orcontinuation statements in connection therewith) or of any supplemental instruments ordocuments of further assurance as may be required by law in order to perfect the securityinterests in any collateral given to or held by it.

(h) The Trustee shall not be concerned with or accountable to anyone for thesubsequent use or application of any moneys which shall be released or withdrawn in accordancewith the provisions hereof.

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(i) The Trustee may execute any of the trusts or powers hereof and perform theduties required of it hereunder either directly or by or through attorneys or agents, shall not beliable for the acts or omissions of such attorneys or agents appointed with due care, and shall beentitled to conclusively rely on advice of counsel selected by it concerning all matters of trustand its duty hereunder.

(j) The Trustee shall not be liable to the parties hereto or deemed in breach or defaulthereunder if and to the extent its performance hereunder is prevented by reason of force majeure.The term “force majeure” means an occurrence that is beyond the control of the Note Trusteeand could not have been avoided by exercising due care. Force majeure shall include, but not belimited to, acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or othersimilar occurrences.

(k) The Trustee shall have no responsibility or liability with respect to anyinformation, statements or recital in any offering memorandum or other disclosure materialprepared or distributed with respect to the issuance of these Notes.

(l) The Trustee shall not be required to review or inspect, and shall not be deemed tohave notice of, the contents of any financial statement delivered to the Trustee, it being expresslyunderstood that the Trustee shall only receive and hold such documents as a repository forexamination and copying by any Holder at such Holder’s expense during business hours onBusiness Days with reasonable prior notice.

(m) In no event shall the Trustee be responsible or liable for special, indirect, punitiveor consequential loss or damage of any kind whatsoever (including, but not limited to, loss ofprofit) irrespective of whether the Trustee has been advised of the likelihood of such loss ordamage and regardless of the form of action.

SECTION 8.04 Right of Trustee to Rely on Documents. The Trustee shall beprotected in acting upon any notice, requisition, resolution, request, consent, order, certificate,report, opinion, Note or other paper or document believed by it to be genuine and to have beensigned or presented by the proper party or parties. The Trustee may consult with counselselected by it, who may be counsel of or to the Authority, with regard to legal questions, and theopinion of such counsel shall be full and complete authorization and protection in respect of anyaction taken or suffered by it hereunder in good faith and in accordance therewith.

The Trustee shall not be bound to recognize any person as the Holder of a Note unlessand until such Note is submitted for inspection, if required, and his title thereto is satisfactorilyestablished, if disputed.

Whenever in the administration of the trusts imposed upon it by this Indenture theTrustee shall deem it necessary or desirable that a matter be proved or established prior to takingor suffering any action hereunder, such matter (unless other evidence in respect thereof be hereinspecifically prescribed) may be deemed to be conclusively proved and established by aCertificate of the Authority or an Opinion of Counsel, and such Certificate or Opinion ofCounsel shall be full warrant to the Trustee for any action taken or suffered in good faith underthe provisions of this Indenture in reliance upon such Certificate, but in its discretion the Trustee

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may, in lieu thereof, accept other evidence of such matter or may require such additionalevidence as it may deem reasonable.

The Trustee agrees to accept and act upon instructions or directions pursuant to thisIndenture sent by facsimile transmission or electronic transmission (PDF format only), provided,however, that, the Trustee shall have received an incumbency certificate on the date hereoflisting persons designated to give such instructions or directions and containing specimensignatures of such designated persons, which such incumbency certificate shall be amended andreplaced whenever a person is to be added or deleted from the listing. If a Borrower elects togive the Trustee facsimile instructions (or instructions by a similar electronic method) and theTrustee acts upon such instructions, the Trustee’s understanding of such instructions shall bedeemed controlling. The Trustee shall not be liable for any losses, costs or expenses arisingdirectly or indirectly from the Trustee’s reliance upon and compliance with such instructionsnotwithstanding such instructions conflict or are inconsistent with a subsequent writteninstruction. Each Borrower agrees to assume all risks arising out of the use of such electronicmethods to submit instructions and directions to the Trustee, including without limitation the riskof the Trustee acting on unauthorized instructions, and the risk of interception and misuse bythird parties.

SECTION 8.05 Preservation and Inspection of Documents. All documents receivedby the Trustee under the provisions of this Indenture shall be retained in its possession and shallbe subject at all reasonable times to the inspection of the Authority and any Noteholder, and theiragents and representatives duly authorized in writing, at reasonable hours, upon reasonablenotice and under reasonable conditions.

SECTION 8.06 Compensation and Indemnification of Trustee.

(a) The Authority (solely from payments received from the Borrowers) shall fromtime to time, subject to any agreement between the Authority and the Trustee then in force, payto the Trustee compensation for its services rendered by it in the execution of the trusts herebycreated and in the exercise and performance of any of the powers and duties hereunder of theTrustee, which compensation shall not be limited by any provision of law with respect to thecompensation of a trustee of an express trust, and the Authority will reimburse the Trustee for allits advances and expenditures, including but not limited to advances to and fees and expenses ofindependent accountants, counsel (including in-house counsel to the extent not duplicative ofother counsel’s work) and other experts employed by it, and reasonably required, in the exerciseand performance of its powers and duties hereunder.

(b) The Authority covenants and agrees to indemnify the Trustee (solely frompayments received from the Borrowers) against any loss, expense and liability (other than thosewhich are due to the Trustee’s negligence or willful misconduct) which it may incur arising outof or in the exercise and performance of its powers and duties hereunder, including the costs andexpenses of defending against any claim of liability. The obligations of the Authority under thisSection shall survive resignation or removal of the Trustee hereunder and payment of the Notesand discharge of this Indenture and the Loan Agreements.

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Prior to taking any action whatsoever, the Trustee shall receive indemnity satisfactory toit and shall be held harmless by the Holders of the Notes. This obligation shall survive theresignation or removal of the Trustee or the termination of the Indenture.

ARTICLE IX

MODIFICATION OF INDENTURE

SECTION 9.01 Modification without Consent of Noteholders. Subject to theconditions and restrictions contained in this Indenture, the Authority and the Trustee, from timeto time and at any time may enter into an indenture or indentures supplemental hereto, whichindenture or indentures thereafter shall form a part hereof, including, without limitation, for oneor more of the following purposes, provided that the Authority and the Trustee shall havereceived an Opinion of Bond Counsel to the effect that such amendment or modification ispermitted by the Indenture:

(a) to add to the covenants and agreements of the Authority contained in thisIndenture, other covenants and agreements thereafter to be observed, or to assign or pledgeadditional security for the Notes, or to surrender any right or power herein reserved to orconferred upon the Authority; provided such amendment or modification will not materially andadversely affect the interests of the Holders of the Notes;

(b) to make such provisions for the purpose of curing any ambiguity, inconsistency oromission, or of curing, correcting or supplementing any defective provision, contained in thisIndenture, or in regard to such matters or questions arising under this Indenture as the Authoritymay deem necessary or desirable and not inconsistent with this Indenture; provided suchamendment or modification will not materially and adversely affect the interests of the Holdersof the Notes;

(c) to modify, amend or supplement this Indenture or any indenture supplementalhereto in such manner as to permit the qualification hereof or thereof under the Trust IndentureAct of 1939, as amended, or any similar federal statute hereafter in effect, and, if they sodetermine, to add to this Indenture or any indenture supplemental hereto such other terms,conditions and provisions as may be permitted by said Trust Indenture Act of 1939, as amended,or similar federal statute; provided such amendment or modification will not materially andadversely affect the interests of the Holders of the Notes;

(d) in connection with an amendment of a Loan Agreement permitted by Section 6.06hereof for the purpose of conforming the terms, conditions and covenants of this Indenture to thecorresponding or related provisions of such amended Loan Agreement; or

(e) in connection with any other change which will not adversely affect the securityfor the Notes or otherwise materially and adversely affect the interests of the Holders of theNotes;

Any supplemental indenture authorized by the provisions of this Section 9.01 may beexecuted by the Authority and the Trustee without the consent of the Holders of any of the Notesat the time Outstanding, notwithstanding any of the provisions of Section 9.02 hereof, but the

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Trustee shall not be obligated to enter into any such supplemental indenture which affects theTrustee’s own rights, duties or immunities under this Indenture or otherwise.

The Trustee shall mail an executed copy of a supplemental indenture authorized by thisSection 9.01 and any document related thereto or executed in connection therewith to eachBorrower promptly after execution by the Authority and the Trustee. The Authority shall maildrafts of any such documents to such parties prior to execution thereof.

SECTION 9.02 Modification with Consent of Noteholders. With the consent theHolders of not less than a majority in aggregate principal amount of the Notes at the timeOutstanding, the Authority and the Trustee may from time to time and at any time enter into anindenture or indentures supplemental hereto for the purpose of adding any provisions to orchanging in any manner or eliminating any of the provisions of this Indenture or of anysupplemental indenture; provided, however, that no such supplemental indenture shall (1) extendthe fixed maturity of any Notes or reduce the rate of interest thereon or extend the time ofpayment of interest, or reduce the amount of the principal thereof or (2) reduce the aforesaidpercentage of Holders of Notes whose consent is required for the execution of such supplementalindentures or extend the time of payment or permit the creation of any lien on the Payments orthe assets pledged herein prior to or on a parity with the lien of this Indenture or deprive theHolders of the Notes of the lien created by this Indenture upon the Payments or the assetspledged herein, without the consent of the Holders of all the Notes then Outstanding. Upon thefiling with the Trustee of evidence of the consent of the Noteholders, as aforesaid, the Trusteeshall join with the Authority in the execution of such supplemental indenture unless suchsupplemental indenture affects the Trustee’s own rights, duties or immunities under thisIndenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligatedto, enter into such supplemental indenture.

It shall not be necessary for the consent of the Noteholders under this Section 9.02 toapprove the particular form of any proposed supplemental indenture, but it shall be sufficient ifsuch consent shall approve the substance thereof.

Promptly after the execution by the Authority and the Trustee of any supplementalindenture pursuant to the provisions of this Section 9.02, the Authority shall mail a notice, settingforth in general terms the substance of such supplemental indenture, to each Borrower and theNoteholders at the addresses shown on the Note registration books maintained by the Trustee.Any failure of the Authority to give such notice, or any defect therein, shall not, however, in anyway impair or affect the validity of any such supplemental indenture.

The Trustee shall mail an executed copy of such supplemental indenture promptly afterexecution by the Authority and the Trustee to each Borrower. The Authority shall mail drafts ofany such documents to such parties prior to execution thereof.

SECTION 9.03 Effect of Supplemental Indenture. Upon the execution of anysupplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be, andshall be deemed to be, modified and amended in accordance therewith, and the respective rights,duties and obligations under this Indenture of the Authority, the Trustee and all Holders ofOutstanding Notes shall thereafter be determined, exercised and enforced hereunder subject in all

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respects to such modifications and amendments, and all the terms and conditions of any suchsupplemental indenture shall be part of the terms and conditions of this Indenture for any and allpurposes.

SECTION 9.04 Opinion of Counsel as to Supplemental Indenture. Subject to theprovisions of Section 7.04 of this Indenture and the requirement in Sections 9.01 and 9.02 hereoffor an Opinion of Bond Counsel, the Trustee shall receive an Opinion of Counsel as conclusiveevidence that any supplemental indenture executed pursuant to the provisions of this Article IXcomplies with the requirements of this Article IX and that such supplemental indenture is thelegal, valid and binding obligation of the Authority, enforceable against the Authority inaccordance with its terms.

SECTION 9.05 Notation of Modification on Notes; Preparation of New Notes.Notes authenticated and delivered after the execution of any supplemental indenture pursuant tothe provisions of this Article IX may bear a notation, in form approved by the Authority, as toany matter provided for in such supplemental indenture, and if such supplemental indenture shallso provide, new Notes, so modified as to conform, in the opinion of the Authority, to anymodification of this Indenture contained in any such supplemental indenture, may be prepared bythe Authority, authenticated by the Trustee and delivered without cost to the Holders of theNotes then Outstanding, upon surrender for cancellation of such Notes, in equal aggregateprincipal amounts.

ARTICLE X

DEFEASANCE

SECTION 10.01 Discharge of Indenture. (a) Notes may be paid by the Authority inany of the following ways, provided that the Authority also pays or causes to be paid any othersums payable hereunder by the Authority:

(i) by paying or causing to be paid the principal of and interest on theNotes Outstanding as and when the same become due and payable;

(ii) by depositing with the Trustee, in trust, at or before maturity,money or securities in the necessary amount (as provided in Section 10.03 hereof)to pay or redeem Notes Outstanding; or

(iii) by delivering to the Trustee, for cancellation by it, all NotesOutstanding.

(b) If the Authority shall pay all Notes then Outstanding as provided above and shallalso pay or cause to be paid all other sums payable hereunder by the Authority, then and in thatcase, at the election of the Authority (evidenced by a Certificate of the Authority, filed with theTrustee, signifying the intention of the Authority to discharge all such indebtedness and thisIndenture), and notwithstanding that any Notes shall not have been surrendered for payment, thisIndenture and the pledge of Payments made under this Indenture and all covenants, agreementsand other obligations of the Authority under this Indenture shall cease, terminate, become voidand be completely discharged and satisfied, except only as provided in Section 10.02 hereof. In

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such event, upon request of the Authority, the Trustee shall cause an accounting for such periodor periods as may be requested by the Authority to be prepared and filed with the Authority andshall execute and deliver to the Authority all such instruments as may be necessary or desirableto evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign ordeliver to the Authority all moneys or securities or other property held by it pursuant to thisIndenture which are not required for the payment of Notes not theretofore surrendered for suchpayment and which are not required for the payment of fees and expenses of the Trustee.

SECTION 10.02 Discharge of Liability on Notes.

(a) Upon the deposit with the Trustee, in trust, at or before maturity, of money orsecurities in the necessary amount (as provided in Section 10.03 hereof) to pay any OutstandingNote, whether upon or prior to its maturity, then all liability of the Authority in respect of suchNote shall cease, terminate and be completely discharged, except only that thereafter the Holderthereof shall be entitled to payment of the principal of and interest on such Note by theAuthority, and the Authority shall remain liable for such payment but only out of the money orsecurities deposited with the Trustee as aforesaid for its payment; provided further, however, thatthe provisions of Section 10.04 hereof shall apply in all events.

The Authority may at any time surrender to the Trustee for cancellation by it any Notespreviously issued and delivered, which the Authority may have acquired in any mannerwhatsoever, and such Notes, upon such surrender and cancellation, shall be deemed to be paidand retired.

(b) Whenever in this Indenture it is provided or permitted that there be deposited withor held in trust by the Trustee money or securities in the amount necessary to pay any Notes,such amount (which may include money or securities held by the Trustee in the funds establishedpursuant to this Indenture) shall be equal (taking into account income which will accrue from theinvestment thereof on the date of deposit of such funds but without taking into account anyincome from the subsequent reinvestment thereof) to the principal amount of such Notes and allunpaid interest thereon to maturity, and shall be lawful money of the United States of America.

SECTION 10.03 Payment of Notes after Discharge of Indenture. Notwithstandingany provision of this Indenture, and subject to applicable escheat laws, any moneys held by theTrustee in trust for the payment of the principal of or interest on any Notes and remainingunclaimed for one year after the principal of all the Outstanding Notes has become due andpayable (whether at maturity or by redemption as provided in this Indenture), if such moneyswere so held at such date, or two years after the date of deposit of such moneys if deposited aftersaid date when all of the Notes became due and payable, shall be repaid to the Authority freefrom the trusts created by this Indenture, and all liability of the Trustee with respect to suchmoneys shall thereupon cease; provided, however, that before the repayment of such moneys asaforesaid, the Trustee may (as a charge on funds) first mail to the Holders of Notes which havenot yet been paid, at the addresses shown on the registration books maintained by the Trustee, anotice, in such form as may be deemed appropriate by the Trustee, with respect to the Notes sopayable and not presented and with respect to the provisions relating to the repayment to theAuthority of the moneys held for the payment thereof.

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ARTICLE XI

MISCELLANEOUS

SECTION 11.01 Liability of Authority Limited. Principal of and interest on the Notesis payable solely from Payments. Neither the State nor the Authority shall be obligated to paythe Notes or the interest thereon except from certain Payments as set forth herein, and neither thefaith and credit nor the taxing power of the State or of any political subdivision thereof shall bepledged to the payment of the principal of or the interest on the Notes. The issuance of the Notesshall not directly or indirectly or contingently obligate the State or any political subdivisionthereof to levy or to pledge any form of taxation whatever therefor or to make any appropriationfor their payment. The Authority shall not be treated or deemed as having incurred any liabilityhereunder or by reason of or in connection with this Indenture, the Loan Agreements or any ofthe transactions contemplated by any thereof except to the extent payable from certain Paymentsset forth herein or other amounts available therefor under and pursuant to this Indenture.Nevertheless, the Authority may, but shall not be required to, advance for any of the purposes ofthis Indenture any funds of the Authority which may be made available to it for such purposes.

SECTION 11.02 Successor Is Deemed Included in All References to Predecessor.Whenever in this Indenture either the Authority or the Trustee is named or referred to, suchreference shall be deemed to include the successors or assigns thereof, and all the covenants andagreements in this Indenture contained by or on behalf of the Authority or the Trustee shall bindand inure to the benefit of the respective successors and assigns thereof whether so expressed ornot.

SECTION 11.03 Limitation of Rights to Parties and Noteholders. Nothing in thisIndenture or in the Notes expressed or implied is intended or shall be construed to give to anyperson other than the Authority, the Trustee, the Borrowers and the Holders of the Notes anylegal or equitable right, remedy or claim under or in respect of this Indenture or any covenant,condition or provision therein or herein contained; and all such covenants, conditions andprovisions are and shall be held to be for the sole and exclusive benefit of the Authority, theTrustee, the Borrowers and the Holders of the Notes, as their respective interests appear.

SECTION 11.04 Waiver of Notice. Whenever in this Indenture the giving of notice bymail or otherwise is required, the giving of such notice may be waived in writing by the personentitled to receive such notice and in any such case the giving or receipt of such notice shall notbe a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 11.05 Disposal of Notes. Whenever in this Indenture provision is made forthe cancellation by the Trustee and the delivery to the Authority of any Notes, the Trustee shall,in lieu of such cancellation and delivery, dispose of such Notes and deliver a certificate of suchdisposal to the Authority.

SECTION 11.06 Severability of Invalid Provisions. If any one or more of theprovisions contained in this Indenture or in the Notes shall for any reason be held to be invalid,illegal or unenforceable in any respect, then such provision or provisions shall be deemedseverable from the remaining provisions contained in this Indenture and such invalidity,

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illegality or unenforceability shall not affect any other provision of this Indenture, and thisIndenture shall be construed as if such invalid or illegal or unenforceable provision had neverbeen contained herein. The Authority hereby declares that it would have entered into thisIndenture and each and every other Section, paragraph, sentence, clause or phrase hereof andauthorized the issuance of the Notes pursuant thereto irrespective of the fact that any one or moreSections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalidor unenforceable.

SECTION 11.07 Notices. Unless otherwise provided herein, all notices, certificates orother communications hereunder shall be sufficiently given and shall be deemed given (a) ifhand delivered or delivered by courier, when delivered to the appropriate notice address, or (b) ifmailed by first class mail, postage prepaid, six Business Days after deposit in the United Statesmail addressed to the appropriate notice address. Any telecopy or other electronic transmissionreceived by any party after 4:00 p.m., local time, as evidenced by the time shown on suchtransmission, shall be deemed to have been received the following Business Day. The partieslisted below may, by notice given hereunder, designate any further or different addresses towhich subsequent notices, certificates or other communications shall be sent. Any noticerequired or permitted hereunder shall be directed to the following notice address:

As to the Authority: California School Finance AuthorityState Treasurer’s Office304 S. Broadway, Suite 550Los Angeles, CA 90013Attention: Attention: Executive DirectorEmail: katrina.johantgen@treasurer.ca.gov

As to the Borrowers: To the individual addressees as set forth in theLoan Agreements

As to the Trustee: Citibank, N.A.388 Greenwich Street, 14th FloorNew York, NY 10013Attention: Agency and TrustEmail: Marion.Oconnor@citi.comFax: Fax: (212) 657-2762 or (212) 816-5530

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As to the Controller: State Controller’s Office300 Capitol Mall, Suite 1850Sacramento, CA 95814Attention: Kelly Martell/Lisa FredianiDirect: (916) 327-1714/(916) 323-7979Email: kmartell@sco.ca.gov/lfrediani@sco.ca.gov

As to the Purchaser: Citibank, N.A.390 Greenwich Street, 2nd FloorNew York, NY 10013Attention: Betina DowdellDirect: (212) 723-4205E-mail: betina.dowdell@citi.com

As to the Program Manager: First Southwest Company1620 26th Street, Suite 230 SouthSanta Monica, CA 90404Attention: Michael Kremer, Senior Vice PresidentDirect: (310) 401-8052Fax: (310) 401-8055Email: michael.kremer@firstsw.com

With a copy to: First Southwest Company325 North St. Paul Street, Suite 800Dallas, TX 75201Attention: Brian Wittneben, General CounselDirect: (214) 953-8761Fax: (214) 953-4166Email: brian.wittneben@firstsw.com

SECTION 11.08 Evidence of Rights of Noteholders. Any request, consent or otherinstrument required or permitted by this Indenture to be signed and executed by Noteholders maybe in any number of concurrent instruments of substantially similar tenor and shall be signed orexecuted by such Noteholders in person or by an agent or agents duly appointed in writing.Proof of the execution of any such request, consent or other instrument or of a writing appointingany such agent, or of the holding by any person of Notes transferable by delivery, shall besufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and ofthe Authority if made in the manner provided in this Section.

The fact and date of the execution by any person of any such request, consent or otherinstrument or writing may be proved by the certificate of any notary public or other officer ofany jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifyingthat the person signing such request, consent or other instrument acknowledged the executionthereof, or by an affidavit of a witness of such execution duly sworn to before such notary publicor other officer.

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The ownership of Notes shall be proved by the Note registration books held by theTrustee.

Any request, consent, or other instrument or writing of the Holder of any Note shall bindevery future Holder of the same Note and the Holder of every Note issued in exchange thereforor in lieu thereof, in respect of anything done or suffered to be done by the Trustee or theAuthority in accordance therewith or reliance thereon.

For the purposes of giving any consents by the Noteholders hereunder and the control anddirection of all rights and remedies upon the occurrence of an Event of Default hereunder, theTrustee shall be deemed to be the sole Holder of all Notes.

SECTION 11.09 Disqualified Notes. In determining whether the Holders of therequisite aggregate principal amount of Notes have concurred in any demand, request, direction,consent or waiver under this Indenture, Notes which are owned or held by or for the account ofthe Authority or any Borrower or by any person directly or indirectly controlling or controlledby, or under direct or indirect common control with, the Authority or any Borrower shall bedisregarded and deemed not to be Outstanding for the purpose of any such determination. Notesso owned which have been pledged in good faith may be regarded as Outstanding for thepurposes of this Section if the pledgee shall establish to the satisfaction of the Trustee thepledgee’s right to vote such Notes and that the pledgee is not a person directly or indirectlycontrolling or controlled by, or under direct or indirect common control with, the Authority orany Borrower. In case of a dispute as to such right, any decision by the Trustee taken upon theadvice of counsel shall be full protection to the Trustee. The Authority and any Borrower shallspecify in a certificate to the Trustee those Notes disqualified pursuant to this Section and theTrustee may conclusively rely on such certificate.

SECTION 11.10 Money Held for Particular Notes. The money held by the Trusteefor the payment of the interest, principal due on any date with respect to particular Notes shall,on and after such date and pending such payment, be set aside on its books and held in trust by itfor the Holders of the Notes entitled thereto.

SECTION 11.11 Funds and Accounts. Any fund required by this Indenture to beestablished and maintained by the Trustee may be established and maintained in the accountingrecords of the Trustee, either as a fund or an account, and may, for the purposes of such records,any audits thereof and any reports or statements with respect thereto, be treated either as a fundor as an account; but all such records with respect to all such funds shall at all times bemaintained in accordance with customary standards of the corporate trust industry, to the extentpracticable, and for the protection of the security of the Notes and the rights of every Holderthereof.

SECTION 11.12 Waiver of Personal Liability. No member, officer, agent oremployee of the Authority shall be individually or personally liable for the payment of theprincipal of or interest on the Notes or be subject to any personal liability or accountability byreason of the issuance thereof; but nothing herein contained shall relieve any such member,officer, agent or employee from the performance of any official duty provided by law or by thisIndenture.

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SECTION 11.13 Execution in Several Counterparts. This Indenture may be executedin any number of counterparts and each of such counterparts shall for all purposes be deemed tobe an original; and all such counterparts, or as many of them as the Authority and the Trusteeshall preserve undestroyed, shall together constitute but one and the same instrument.

SECTION 11.14 Governing Law; Venue. This Indenture shall be construed inaccordance with and governed by the Constitution and the laws of the State applicable tocontracts made and performed in the State. This Indenture shall be enforceable in the State, andany action arising out of this Indenture shall be filed and maintained in Sacramento CountySuperior Court, Sacramento County, California, unless the Authority waives this requirement.

SECTION 11.15 Complete Agreement. This Indenture represents the completeagreement between the parties with respect to the Notes and related matters.

SECTION 11.16 Action to be Taken on Days Other Than Business Days. Except asotherwise provided herein, whenever this Indenture requires any action to be taken on a daywhich is not a Business Day, such action shall be taken on the next succeeding Business Daywith the same force and effect as if taken on such day. If any payment is made on the nextBusiness Day as aforesaid, no interest shall accrue for the intervening period.

SECTION 11.17 U.S.A. Patriot Act. The parties hereto acknowledge that inaccordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutionsand in order to help fight the funding of terrorism and money laundering, is required to obtain,verify, and record information that identifies each person or legal entity that establishes arelationship or opens an account with the Trustee. The parties to this Indenture agree that theywill provide the Trustee with such information as it may request in order for the Trustee tosatisfy the requirements of the U.S.A. Patriot Act.

IN WITNESS WHEREOF, the CALIFORNIA SCHOOL FINANCE AUTHORITY has caused this Indenture to be signed in its name by a Deputy Treasurer for the Chairman and its Executive Director, and CITJBANK, N.A., in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its name by an officer hereunto du ly authorized, all as of the day and year first above written.

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CALIFORN IA SCHOOL FINANCE ALTHORITY

By (~· 0/v0~ Deputy Treasurer For Ch an, State Treasurer, Bill Lockyer

CITIBANK, l'i.A., as Trustee

By: ____ _ _________ _ _ Authorized Signatory

IN WITNESS WHEREOF, the CALIFORNIA SCHOOL FINANCE AUTHORITY has caused this Indenture to be signed in its name by a Deputy Treasurer for the Chairman and its Executive Director, and CITIBANK, N.A .• in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its name by an officer hereunto duly authorized, all as of the day and year first above written.

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CALIFORNIA SCHOOL FINANCE AUTHORITY

By: ______________________________ __

Deputy Treasurer For Chairman, State Treasurer, Bill Lockyer

By: ______________________________ _

Executive Director

CITIBANK, N.A., as Trustee

By:~~~ Authorized Signatory

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SCHEDULE I

PARTICIPATING BORROWERS

Loans

BorrowersPrincipal

Amount of Loan

Crosswalk: Higher Education LearningPathways $216,000

Ernestine C. Reems Academy of Technologyand Art 300,000

Orange County Educational Arts Academy 450,000St. Hope Public Schools – Sacramento

Charter High 1,200,000St. Hope Public Schools – St. Hope Public

School 7 675,000SIATech, Inc. 2,000,000

Total Loan Amount $4,841,000

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SCHEDULE II

INITIAL DEPOSIT TO WORKING CAPITALSUBACCOUNTS ATTRIBUTABLE TO EACH BORROWER

Borrower

Amount Deposited inthe Working CapitalSubaccounts Fund

Crosswalk: Higher Education LearningPathways $ 94,172.00

Ernestine C. Reems Academy ofTechnology and Art 91,750.00

Orange County Educational Arts Academy 137,625.00St. Hope Public Schools – Sacramento

Charter High 88,782.68St. Hope Public Schools – St. Hope Public

School 7 188,217.82SIATech, Inc. 5,000.00

Total 605,547.50

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EXHIBIT A

[FORM OF NOTE]

NUMBER: R-__ $__________

CALIFORNIA SCHOOL FINANCE AUTHORITYREVENUE ANTICIPATION DRAW DOWN NOTES, SERIES 2012A

BY POSSESSION OF THIS NOTE, THE HOLDER CERTIFIES THATIT IS A “QUALIFIED INSTITUTIONAL BUYER” OR AN “ACCREDITEDINVESTOR” AS DEFINED IN THE INDENTURE. THIS NOTE MAY ONLYBE REGISTERED IN THE NAME OF, OR TRANSFERRED TO, A“QUALIFIED INSTITUTIONAL BUYER” OR AN “ACCREDITEDINVESTOR” AS DEFINED IN THE INDENTURE, AND SUBJECT TO THEREQUIREMENTS THEREOF, INCLUDING EXECUTION OF AN INVESTORLETTER IN THE FORM ATTACHED THERETO.

THE NOTES ARE NOT AND SHALL NOT BE DEEMED TOCONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIAOR OF ANY POLITICAL SUBDIVISION THEREOF, OTHER THAN THECALIFORNIA SCHOOL FINANCE AUTHORITY, AND ARE NOT ANDSHALL NOT BE DEEMED TO BE A PLEDGE OF THE FAITH AND CREDITOF THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF, BUTSHALL BE SOLELY FROM THE FUND PROVIDED THEREFOR UNDERTHE INDENTURE. NEITHER THE STATE NOT THE AUTHORITY SHALLBE OBLIGATED TO PAY THE PRINCIPAL OF THE NOTES OR INTERESTTHEREON, EXCEPT FORM THE FUNDS PROVIDED THEREFOR UNDERTHE INDENTURE. THE ISSUANCE OF THE NOTES SHALL NOTDIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATEOF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO LEVYOR TO PLEDGE ANY FORM OF TAXATION OR TO MAKE ANYAPPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NOTAXING POWER. NOTHING IN THE INDENTURE, THE ACT OROTHERWISE IS AN UNDERTAKING BY THE AUTHORITY OR THESTATE OR ANY POLITICAL SUBDIVISION THEREOF TO FUND THETRANSFERS DESCRIBED IN THE INTERCEPT NOTICE OR TO MAKESTATE APPORTIONMENTS OR OTHER FUNDS AVAILABLE TO THEBORROWERS IN ANY AMOUNT OR AT ANY TIME.

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DATED DATE:INTEREST

RATE:MATURITY

DATE:

March 1, 2012 4.25% December 31, 2012

REGISTERED OWNER: Citibank, N.A.

PRINCIPAL AMOUNT: $4,841,000

CALIFORNIA SCHOOL FINANCE AUTHORITY (the “Issuer”), for valuereceived, promises to pay (but solely from Payments, excluding Payments described in clause (i)of the definition thereof in the hereinafter defined Indenture, and other assets pledged therefor),in lawful money of the United States of America, to the Registered Owner identified above, orregistered assigns, on the Maturity Date specified above (subject to any right of prior redemptionas set forth in the Indenture, dated as of March 1, 2012 (the “Indenture”), by and between theIssuer and Citibank, N.A., as trustee (the “Trustee”)), such portion of the Principal Amountspecified above as shall have been advanced to the Issuer as reflected by the Schedule of Drawsnoted on Schedule A hereto (and as confirmed by the Trustee on the Schedule of Drawsmaintained by the Trustee) and to pay interest on said portion from the date hereof at the rate ofinterest per annum specified above. Principal of and interest on this Note shall be paid uponsurrender of this Note on the Maturity Date to the Trustee, at its principal corporate trust office inNew York, New York (or such other place as the Trustee shall designate in writing to theAuthority). Such interest shall be calculated on the basis of a 365-day and the actual number ofdays elapsed.

This Note is one of a duly authorized issue of Notes issued under, secured by and entitledto the protection of the Indenture. Reference is hereby made to the Indenture for a description ofthe rights, duties and obligations of the Issuer, the Trustee and the holders of the Notes and theterms and conditions upon which the Notes will be deemed to be paid, at or prior to the MaturityDate or redemption of the Notes, upon the making of provision for the payment thereof in themanner set forth in the Indenture. Copies of the Indenture are on file at the office of the Trustee,and reference is hereby made to the Indenture for a description of the agreements, conditions,covenants and terms securing the Notes, for the nature, extent and manner of enforcement ofsuch agreements, conditions, covenants and terms, for the rights and remedies of the registeredowners of the Notes with respect thereto, for the terms under which the Indenture can beamended, and for the other agreements, conditions, covenants and terms upon which the Notesare issued thereunder, to all of which the holder hereof assents and agrees by acceptance hereof.

The Notes are subject to optional redemption in whole or in part at the option of theIssuer, subject to the terms and as specified in the Indenture, at a redemption price equal to 100%of the principal amount thereof plus interest accrued to, but excluding, such date of redemption.

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The registration of this Note is transferable by the owner hereof or by its attorney dulyauthorized in writing at the designated corporate trust office of the Trustee but only in themanner, subject to the limitations and upon payment of the charges provided in the Indenture.

The Issuer and the Trustee may deem and treat the person in whose name this Note isregistered as the absolute owner hereof (whether or not this Note shall be overdue) for thepurpose of receiving payment of or on account of principal hereof and interest due hereon andfor all other purposes and neither the Issuer nor the Trustee shall be affected by any notice to thecontrary.

The Notes are issuable in the form of fully registered Notes without coupons in thedenomination of $1.00 or any integral multiple of $1.00 in excess thereof. The owner of thisNote shall have no right to enforce the provisions of the Indenture or to institute action to enforcethe covenants therein, or to take any action with respect to any event of default under theIndenture, or to institute, appear in or defend any suit or other proceeding with respect thereto,except as provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendmentthereof and the modification of the rights and obligations of the Issuer and the rights of theowners of the Notes at any time by the Issuer with consent of the owners of a majority inaggregate principal amount of the Notes. Any such consent or waiver by the owner of this Noteshall be conclusive and binding upon such owner and upon all future owners of this Note and ofany Note issued upon registration of the transfer of or exchange of this Note, whether or notnotation of such consent or waiver is made upon this Note. The Indenture also containsprovisions permitting the Trustee to waive certain past defaults under the Indenture and theirconsequences.

It is hereby certified, recited and declared that any and all conditions, things and actsrequired to exist, to have happened and to have been performed precedent to and in the issuanceof this Note do exist, have happened and have been performed in due time, form and manner asrequired by the Act, and by the Constitution and laws of the State, and that the principal amountof the Notes, together with all other indebtedness of the Issuer, does not exceed any limitprescribed by the Act, or by the Constitution or laws of the State, and is not in excess of theamount of Notes permitted to be issued under the Indenture.

This Note shall not be entitled to any benefit under the Indenture or become valid orobligatory for any purpose, until the certificate of authentication hereon shall have been datedand signed by the Trustee. Capitalized terms used herein and not otherwise defined shall havethe meanings set forth in the Indenture.

OHSUSA:261405515.10

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name andon its behalf by the manual or facsimile signature of its Chairman.

CALIFORNIA SCHOOL FINANCEAUTHORITY

By:Chairman

OHSUSA:261405515.10

[FORM OF TRUSTEE’S CERTIFICATE OFAUTHENTICATION AND REGISTRATION]

This is one of the Notes described in the within-mentioned Indenture which hasbeen authenticated and registered this , 2012.

CITIBANK, N.A.,as Trustee

ByAuthorized Signatory

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SCHEDULE A

SCHEDULE OFDRAWS

Date of Draw Amount of Draw

CumulativeOutstanding

Principal Amount_/__/__ $_________ $_________

___________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ___________

SCHEDULE OF REDEMPTIONS

Date of RedemptionAmount of

Redemption

CumulativeOutstanding

Principal Amount___________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ______________________ ___________ ___________

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EXHIBIT B

[FORM OF DRAW REQUEST AND NOTE ORDER]

Citibank, N.A.388 Greenwich Street, 14th FloorNew York, NY 10013Attention: Agency and Trust

Citibank, N.A., as Purchaser390 Greenwich Street, 2nd FloorNew York, NY 10013Attention: Betina Dowdell

Re: California School Finance AuthorityRevenue Anticipation Draw Down Notes, Series 2012A

Ladies and Gentlemen:

Pursuant to Article II of the Indenture, dated as of March 1, 2012 (the“Indenture”), between the California School Finance Authority and Citibank, N.A., astrustee, the undersigned Authorized Officer of the Authority hereby directs that aDrawing in the amount of $_________________ on __________, 2012 (the “DrawDate”) be made with a corresponding increase in the stated principal amount of theabove-captioned Notes (the “Notes”) reflected in the Schedule of Drawings. Capitalizedterms not otherwise defined herein shall have the meanings ascribed thereto in theIndenture.

Each of the Borrowers identified in Schedule I hereto has submitted aproperly completed and executed Borrower’s Request, copies of which are attachedhereto.

The Authority heretofore has made Drawing(s) totaling $___________ onthe original stated principal amount of $4,841,000 of the Notes. After the making of thisDrawing, $__________ will remain available for a future Drawing or Drawings under theNotes.

The proceeds of the Drawing shall be deposited into the Working CapitalSubaccount established for each respective Borrower in the amounts set forth in ScheduleI attached hereto, and applied as provided in Article III of the Indenture and inaccordance with Section 3.01 of each Loan Agreement.

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IN WITNESS WHEREOF, the undersigned duly Authorized Officer ofthe California School Finance Authority has executed and delivered this Draw Requestand Note Order on the date set forth below.

Date: _________, 2012

CALIFORNIA SCHOOL FINANCEAUTHORITY

By:_________________________________Authorized Officer

ACKNOWLEDGED AND AGREED

CITIBANK, N.A., as Trustee

By:_____________________________Authorized Signatory

ACKNOWLEDGED AND AGREED:

By execution below, the Purchaser hereby consents to purchase thereby of the Notesdelivered under this Draw Request and Note Order in satisfaction of any such consentrequirement under the Note Purchase Agreement to which the Purchaser is a party.

CITIBANK, N.A., as Purchaser

By:_____________________________Authorized Officer

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SCHEDULE I

Borrower Charter

Loan PrincipalAllocable to

DrawingDate of

Drawing

TotalCumulative

LoanObligation

C-1OHSUSA:261405515.10

EXHIBIT C

[FORM OF INVESTOR LETTERS]

[Form of Investor Letter for Qualified Institutional Buyers]

California School Finance AuthorityState Treasurer’s Office304 S. Broadway, Suite 550Los Angeles, CA 90013Attention: Executive Director

Citibank, N.A.388 Greenwich Street, 14th FloorNew York, NY 10013Attention: Agency and Trust

Re: California School Finance AuthorityRevenue Anticipation Draw Down Notes, Series 2012A

Ladies and Gentlemen:

The undersigned ___________ (the “Purchaser”) hereby certifies in connection with itspurchase of the California School Finance Authority Revenue Anticipation Draw Down Notes,Series 2012A (the “Notes”) issued pursuant to the Indenture, dated as of March 1, 2012 betweenthe California School Finance Authority (the “Authority”) and Citibank, N.A., as trustee (the“Trustee”) for the purpose of providing working capital to those charter schools establishedpursuant to the Charter Schools Act of 1992, as amended (constituting Part 26.8 of Division 4 ofTitle 2 of the Education Code) (the “Charter School Law”) and identified in the Indenture, asfollows:

1. The Purchaser has authority to purchase the Notes and to execute this letter andany other instruments and documents required to be executed by the Purchaser in connectionwith the purchase of the Notes.

2. The Purchaser is a “qualified institutional buyer” under Rule 144(a) of theSecurities Act of 1933, as amended (the “1933 Act”), and considers itself a substantial,sophisticated institutional investor having such knowledge and experience in financial andbusiness matters that it is capable of evaluating the merits and risks of investment in the Notes.

3. In connection with the purchase of the Notes: (A) it is not relying (for purposesof making any investment decision or otherwise) upon any advice, counsel or representations(whether written or oral) of the Authority, the Borrowers, any initial purchaser or any of theiragents (in their capacities as such), other than any representations expressly set forth in a written

C-2OHSUSA:261405515.10

agreement with such party; (B) it has consulted with its own legal, regulatory, tax, business,investment, financial and accounting advisers to the extent it has deemed necessary and hasmade its own investment decisions based upon its own judgment and upon any advice from suchadvisers as it has deemed necessary and not upon any view expressed by the Authority, theBorrowers or any initial purchaser; (C) its purchase of the Notes will comply with all applicablelaws in any jurisdiction in which it resides or is located; (D) it is acquiring the Notes as principalsolely for its own account for investment and not with a view to the resale, distribution or otherdisposition thereof in violation of the 1933 Act; provided however, that the Purchaser shall havethe right to sell the Notes in compliance with applicable securities laws and limitations upontransfer to qualified institutional buyers and accredited investors (“Institutional AccreditedInvestors”) as defined in Rule 501(a) of Regulation D under the 1933 Act, in compliance withthe Indenture; (E) it has made investments prior to the date hereof and was not formed solely forthe purpose of investing in the Notes; and (F) it is a sophisticated investor and is purchasing theNotes with a full understanding of all of the terms, conditions and risks thereof, and it is capableof assuming and willing to assume those risks. The Purchaser agrees to indemnify and holdharmless the Authority and the Borrowers with respect to any claim asserted against theAuthority or the Borrowers that is based upon our sale, transfer or other disposition of the Notesin violation of the provisions hereof, other than any claim that is based upon the willfulmisconduct of the Authority or the Borrowers, respectively.

4. The Purchaser understands that the Notes are not registered under the 1933 Actand that such registration is not legally required as of the date hereof; and further understandsthat the Notes (a) are not being registered or otherwise qualified for sale under the “Blue Sky”laws and regulations of any state, (b) will not be listed in any stock or other securities exchange,(c) will not carry a rating from any rating service and (d) will be delivered in a form which maynot be readily marketable. The Purchaser acknowledges that no representation has been made asto the availability of any exemption under the 1933 Act or any state securities laws for resale ofthe Notes.

5. The Purchaser understands that the Notes are not secured by any pledge of anymoneys received or to be received from taxation by the Authority (which has no taxing power),the State of California or any political subdivision or taxing district thereof; that the Notes willnever represent or constitute a general obligation or a pledge of the faith and credit of theAuthority, the State of California or any political subdivision thereof; that no right will exist tohave taxes levied by the State of California or any political subdivision thereof for the paymentof principal and interest on the Notes; and that the liability of the Authority and the State ofCalifornia with respect to the Notes is subject to further limitations as set forth in the Notes andthe Indenture.

6. The Purchaser has made its own inquiry and analysis with respect to the Notesand the security therefor, financial condition of the Borrowers, including inquiry into financialstatements and other information relating to the financial condition of the Borrowers, othermaterial factors affecting the security and payment of the Notes and any other matters deemed tobe relevant to a reasonably informed decision to purchase the Notes. The Purchaser is aware thatcharter school operations and related business matters of the Borrowers involves certaineconomic and non-economic variables and risks that could adversely affect the security for theNotes.

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7. The Purchaser acknowledges that it has either been supplied with or been givenaccess to information, including financial statements and other financial information, to which areasonable investor would attach significance in making investment decisions, and the Purchaserhas had the opportunity to ask questions and receive answers from knowledgeable individualsconcerning the Authority, the Borrowers and the Notes and the security therefor so that, as areasonable investor, the Purchaser has been able to make our decision to purchase the Notes.The Purchaser understands that any sale prior to maturity may not be possible.

8. Neither the Trustee, Bond Counsel, the Authority, its members, its governingbody, or any of its employees, counsel or agents will have any responsibility to the Purchaser forthe accuracy or completeness of information obtained by the Purchaser from any sourceregarding the Borrowers or their respective financial condition or regarding the Notes, theprovision for payment thereof, or the sufficiency of any security therefor. No writteninformation has been provided by the Authority to the Purchaser with respect to the Notes. ThePurchaser acknowledges that, as between the Purchaser and all of such parties, the Purchaser hasassumed responsibility for obtaining such information and making such review as the Purchaserdeemed necessary or desirable in connection with its decision to purchase the Notes.

9. The Purchaser acknowledges that the sale of the Notes to the Purchaser is made inreliance upon the certifications, representations and warranties herein by the addressees hereto.

10. The $___________ principal amount of the Notes being purchased by thePurchaser, subject to the representations above, shall be registered in the name of_____________________________________________________________________________.

11. The Purchaser hereby waives any and all claims, actions, or causes of actionwhich the Purchaser may have from and after the date hereof against the Authority, counsel tothe Authority, and their respective members, officers, agents, and employees, growing out of anyaction which the Authority took or could have taken in connection with the authorization,execution, delivery, and sale of the Notes or the purchase of the Notes by the undersigned or inconnection with any statements or representations which induced the undersigned to purchase theNotes.

All terms used herein and not otherwise defined shall have the meanings set forth in theIndenture.

IN WITNESS WHEREOF, I have hereunto set my hand this ______________, 2012.

___________, as Purchaser

By:Name:Title:

C-1OHSUSA:261405515.10

[Form of Investor Letter for Accredited Investors]

California School Finance AuthorityState Treasurer’s Office304 S. Broadway, Suite 550Los Angeles, CA 90013Attention: Executive Director

Citibank, N.A.388 Greenwich Street, 14th FloorNew York, NY 10013Attention: Agency and Trust

Re: California School Finance AuthorityRevenue Anticipation Draw Down Notes, Series 2012A

Ladies and Gentlemen:

The undersigned ___________ (the “Purchaser”) hereby certifies in connectionwith its purchase of the California School Finance Authority Revenue Anticipation DrawDown Notes, Series 2012A (the “Notes”) issued pursuant to the Indenture, dated as ofMarch 1, 2012 between the California School Finance Authority (the “Authority”) andCitibank, N.A., as trustee (the “Trustee”) for the purpose of providing working capital tothose charter schools established pursuant to the Charter Schools Act of 1992, asamended (constituting Part 26.8 of Division 4 of Title 2 of the Education Code) (the“Charter School Law”) and identified in the Indenture, as follows:

1. The Purchaser has authority to purchase the Notes and to execute thisletter and any other instruments and documents required to be executed by the Purchaserin connection with the purchase of the Notes.

2. The Purchaser is not an individual and is an accredited investor(“Institutional Accredited Investor”) as defined in Rule 501(a) of Regulation D under theSecurities Act of 1933, as amended (the “1933 Act”), purchasing for its own account, andit understands the Notes will bear a legend set forth in the applicable exhibit attached tothe Indenture. In addition, it represents and warrants that it will provide notice to anysubsequent transferee of the transfer restrictions provided in the legend, will hold andtransfer Notes in an amount of not less than U.S.$250,000 for it or for each account forwhich it is acting.

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3. The Purchaser understands that the Notes have been offered only in atransaction not involving any public offering in the United States within the meaning ofthe 1933 Act, the Notes have not been and will not be registered under the 1933 Act and,if in the future it decides to offer, resell, pledge or otherwise transfer the Notes, the Notesmay be offered, resold, pledged or otherwise transferred only to Institutional AccreditedInvestors and “qualified institutional buyers” under Rule 144(a) of the 1933 Act, inaccordance with the provisions of the Indenture and the legend on the Notes. Itacknowledges that no representation has been made as to the availability of anyexemption under the 1933 Act or any state securities laws for resale of the Notes.

4. In connection with the purchase of the Notes: (A) it is not relying (forpurposes of making any investment decision or otherwise) upon any advice, counsel orrepresentations (whether written or oral) of the Authority, the Borrowers, any initialpurchaser or any of their agents (in their capacities as such), other than anyrepresentations expressly set forth in a written agreement with such party; (B) it hasconsulted with its own legal, regulatory, tax, business, investment, financial andaccounting advisers to the extent it has deemed necessary and has made its owninvestment decisions based upon its own judgment and upon any advice from suchadvisers as it has deemed necessary and not upon any view expressed by the Authority,the Borrowers or any initial purchaser; (C) its purchase of the Notes will comply with allapplicable laws in any jurisdiction in which it resides or is located; (D) it is acquiring theNotes as principal solely for its own account for investment and not with a view to theresale, distribution or other disposition thereof in violation of the 1933 Act; providedhowever, that the Purchaser shall have the right to sell the Notes in compliance withapplicable securities laws and limitations upon transfer to Institutional AccreditedInvestors and “qualified institutional buyers” under Rule 144(a) of the 1933 Act, incompliance with the Indenture; (E) it has made investments prior to the date hereof andwas not formed solely for the purpose of investing in the Notes; and (F) it is asophisticated investor and is purchasing the Notes with a full understanding of all of theterms, conditions and risks thereof, and it is capable of assuming and willing to assumethose risks. The Purchaser agrees to indemnify and hold harmless the Authority and theBorrowers with respect to any claim asserted against the Authority or the Borrowers thatis based upon our sale, transfer or other disposition of the Notes in violation of theprovisions hereof, other than any claim that is based upon the willful misconduct of theAuthority or the Borrowers, respectively.

5. The Purchaser understands that the Notes are not registered under the1933 Act and that such registration is not legally required as of the date hereof; andfurther understands that the Notes (a) are not being registered or otherwise qualified forsale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in anystock or other securities exchange, (c) will not carry a rating from any rating service and(d) will be delivered in a form which may not be readily marketable.

6. The Purchaser understands that the Notes are not secured by any pledge ofany moneys received or to be received from taxation by the Authority (which has notaxing power), the State of California or any political subdivision or taxing districtthereof; that the Notes will never represent or constitute a general obligation or a pledge

C-3OHSUSA:261405515.10

of the faith and credit of the Authority, the State of California or any political subdivisionthereof; that no right will exist to have taxes levied by the State of California or anypolitical subdivision thereof for the payment of principal and interest on the Notes; andthat the liability of the Authority and the State of California with respect to the Notes issubject to further limitations as set forth in the Notes and the Indenture.

7. The Purchaser has made its own inquiry and analysis with respect to theNotes and the security therefor, financial condition of the Borrowers, including inquiryinto financial statements and other information relating to the financial condition of theBorrowers, other material factors affecting the security and payment of the Notes and anyother matters deemed to be relevant to a reasonably informed decision to purchase theNotes. The Purchaser is aware that charter school operations and related business mattersof the Borrowers involves certain economic and non-economic variables and risks thatcould adversely affect the security for the Notes.

8. The Purchaser acknowledges that it has either been supplied with or beengiven access to information, including financial statements and other financialinformation, to which a reasonable investor would attach significance in makinginvestment decisions, and the Purchaser has had the opportunity to ask questions andreceive answers from knowledgeable individuals concerning the Authority, theBorrowers and the Notes and the security therefor so that, as a reasonable investor, thePurchaser has been able to make our decision to purchase the Notes. The Purchaserunderstands that any sale prior to maturity may not be possible.

9. Neither the Trustee, Bond Counsel, the Authority, its members, itsgoverning body, or any of its employees, counsel or agents will have any responsibility tothe Purchaser for the accuracy or completeness of information obtained by the Purchaserfrom any source regarding the Borrowers or their respective financial condition orregarding the Notes, the provision for payment thereof, or the sufficiency of any securitytherefor. No written information has been provided by the Authority to the Purchaserwith respect to the Notes. The Purchaser acknowledges that, as between the Purchaserand all of such parties, the Purchaser has assumed responsibility for obtaining suchinformation and making such review as the Purchaser deemed necessary or desirable inconnection with its decision to purchase the Notes.

10. The Purchaser acknowledges that the sale of the Notes to the Purchaser ismade in reliance upon the certifications, representations and warranties herein by theaddressees hereto.

11. The $___________ principal amount of the Notes being purchased by thePurchaser, subject to the representations above, shall be registered in the name of_______________________________________________________________________.

12. The Purchaser hereby waives any and all claims, actions, or causes ofaction which the Purchaser may have from and after the date hereof against theAuthority, counsel to the Authority, and their respective members, officers, agents, andemployees, growing out of any action which the Authority took or could have taken in

C-4OHSUSA:261405515.10

connection with the authorization, execution, delivery, and sale of the Notes or thepurchase of the Notes by the undersigned or in connection with any statements orrepresentations which induced the undersigned to purchase the Notes.

All terms used herein and not otherwise defined shall have the meanings set forthin the Indenture.

IN WITNESS WHEREOF, I have hereunto set my hand this ______________,2012.

___________, as Purchaser

By:Name:Title:

D-1OHSUSA:261405515.10

EXHIBIT D

[FORM OF REDEMPTION NOTICE]

REQUEST TO TRUSTEEREGARDING OPTIONAL REDEMPTION OF THE

CALIFORNIA SCHOOL FINANCE AUTHORITYREVENUE ANTICIPATION DRAW DOWN NOTES, SERIES 2012A

_________, 2012

Citibank, N.A., as TrusteeAttention: Agency and Trust

Citibank, N.A., as Purchaser

California School Finance Authority

Re: California School Finance AuthorityRevenue Anticipation Draw Down Notes, Series 2012A

Ladies and Gentlemen:

Capitalized terms not otherwise defined herein shall have the meanings ascribed theretoin the Indenture, dated as of March 1, 2012 (the “Indenture”) between the California SchoolFinance Authority (the “Authority”) and Citibank, N.A., as Trustee (the “Trustee”).

On behalf of _______________ (the “Borrower”), the undersigned, an AuthorizedBorrower Representative, requests, notifies, authorizes and directs the Trustee, as follows:

[Redemption Notice to be delivered on Closing Date: Pursuant to Section 6.01 of theLoan Agreement, the Borrower hereby elects to prepay the Loan and pursuant to Section 4.01 ofthe Indenture, the Borrower hereby directs the Trustee to cause a portion of the notes captionedabove (the “Notes”) to be optionally redeemed on the Business following each payment date setforth on Schedule I of each Intercept Notice (the “Redemption Date”). The amount so redeemedshall equal the maximum principal amount of Notes (in Authorized denominations) plus accruedinterest which can be redeemed with such Intercept payment amount. Redemption of suchoutstanding Notes is expressly conditioned upon the receipt by the Trustee, on or prior to theRedemption Date, of moneys sufficient to pay the redemption amount of the Notes called forredemption. In the event that the Trustee has not received moneys on or prior to the RedemptionDate sufficient to pay the redemption amount of the Notes, the Notes will not be redeemed andthis notice will be of no force or effect. In the event such conditions are not met, and the notesare not so redeemed, the Trustee shall provide notice thereof to the Purchaser and the Authoritywithin a reasonable time after the redemption was to occur.]

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Pursuant to Section 6.01 of the Loan Agreement, the Borrower hereby elects to prepay$_____________ of the Loan and pursuant to Section 4.01 of the Indenture, the Borrower herebydirects the Trustee to cause to be optionally redeemed $________ of the notes captioned above(the “Notes”) on ________, 2012 (the “Redemption Date”). Redemption of such outstandingNotes is expressly conditioned upon the receipt by the Trustee, on or prior to the RedemptionDate, of moneys sufficient to pay the redemption amount of the Notes called for redemption. Inthe event that the Trustee has not received moneys on or prior to the Redemption Date sufficientto pay the redemption amount of the Notes, the Notes will not be redeemed and this notice willbe of no force or effect. In the event such conditions are not met, and the notes are not soredeemed, the Trustee shall provide notice thereof to the Purchaser and the Authority within areasonable time after the redemption was to occur.

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All capitalized terms used but not defined in this Request of the Borrower shall have themeanings given in the Indenture.

Dated: _______, 2012

[NAME OF BORROWER]

By:Authorized Borrower Representative

RESOLUTION NO. 12-05

RESOLUTION OF THE CALIFORNIA SCHOOL FINANCE AUTHORITY AUTHORIZING THE ISSUANCE FROM TIME TO TIME OF NOTES TO FINANCE WORKING CAPITAL LOANS TO CERTAIN CHARTER SCHOOLS IN AN AGGREGATE AMOUNT NOT TO EXCEED $20,331,000, APPROVING THE FORM OF A NOTE PURCHASE AGREEMENT, LOAN AGREEMENTS AND AN INDENTURE THEREFOR, AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH.

February 8, 2012

WHEREAS, the California School Finance Authority (the "Authority"), a public instrumentality of the State of California created by the California School Finance Authority Act, as amended (constituting Chapter 18 (commencing with Section 17170) of Part 10 of Division 1 of Title 1 of the Education Code of the State of California) (the "Acf'), is authorized to issue notes and loan the proceeds thereof to charter schools operating under the Charter Schools Act of 1992, as amended (constituting Part 26.8 of Division 4 of Title 2 of the Education Code) (the "Charter School Law") to provide working capital, as defined in the Act; and

WHEREAS, the schools established under the Charter School Law identified on Exhibit A hereto (each, a "Borrower" and collectively, the ~~Borrowers"), have each applied for a loan of the proceeds of revenue anticipation notes of the Authority to provide working capital, including certain costs of issuance; and

WHEREAS, the Authority has the power and authority to issue up to $20,331 ,000 aggregate principal amount of notes and loan the proceeds thereof to the Borrowers; and

WHEREAS, such notes as hereinafter described will be secured by, among other things, an intercept of a portion of each Borrower's general purpose apportionment (the "Intercept") by the State Controller of the State of California (the "State Controller") pursuant to Section 17199.4(a)(1) and (4) of the California Education Code;

NOW, THEREFORE, BE IT RESOLVED by the California School Finance Authority as follows:

Section 1. Pursuant to the Act, the California School Finance Authority Revenue Anticipation Draw Down Notes, Series 2012A (the "Notes"), or such other name or names as may be designated in the Indenture (as defined herein), are authorized to be issued from time to time, in an aggregate principal amount not to exceed $20,331,000. The Notes may, at the request of the applicable Borrower, be issued from time to time in accordance with the Indenture, the applicable Loan Agreement (as defined herein) and the Purchase Agreement (as defined herein). The dated dates, maturity dates, interest rates, interest payment dates, denominations, forms, registration privileges or requirements, place or places of payment, terms of redemption, restrictions on transfer and other terms of the Notes, shall be as provided in

the Indenture; provided the maturity date of a Note may not be later than 15 months after the issuance date of the Note first issued.

Section 2. The proceeds of the Notes shall be used to make loans to one or more of the Borrowers set forth on Exhibit A hereto to provide working capital (which may include costs of issuance of the Notes), in accordance with the respective Loan Agreement with each Borrower. The aggregate amount of loans to any Borrower shall not exceed the maximum loan amount set forth for that Borrower on Exhibit A hereto.

Section 3. The Treasurer is hereby authorized to sell the Notes, at any time(s) following the adoption of this Resolution, at private sale to the Purchaser, in such aggregate principal amount (not to exceed the aggregate principal amount set forth in Section 1 ), at such prices, at such interest rate or rates, with such maturity dates (subject to Section 1) and such other terms and conditions as the Treasurer may determine; provided the first sale of Notes may not be later than six months following the adoption of this Resolution. The Note certificate, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Notes by executing the Trustee's certificate of authentication appearing thereon and to deliver the Notes, when duly executed and authenticated, to the Purchaser in accordance with the Purchase Agreement.

Section 4. The following documents:

(i) the Indenture relating to the Notes (the "Indenture"), between the Authority and Citibank, N.A., as trustee (the ~~Trustee");

(ii) a Loan Agreement relating to the Notes (each, a "Loan Agreement"), between the Authority and each of the Borrowers; and

(iii) the Note Purchase Agreement relating to the Notes (the "Purchase Agreement"), among the Treasurer of the State of California, as agent for sale (the "Treasurer"), the Authority and Citibank, as purchaser of the Notes (the "Purchaser");

are hereby approved in substantially the forms on file with the Authority prior to this meeting (with such form of Loan Agreement approved in respect of each Borrower), with such insertions, deletions or changes therein as the officer(s) executing and/or delivering the same may require or approve, such approval to be conclusively evidenced by execution and delivery thereof.

Section 5. Each officer of the Authority is hereby authorized and directed to do any and all things which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Notes and otherwise to effectuate the purposes of this Resolution, the Indenture, the Loan Agreements and the Purchase Agreement. The Treasurer is hereby requested and authorized to take any and all actions within his or her authority as agent for sale of the Notes that he or she may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Notes, and to otherwise effectuate the purposes of this Resolution. The Authority

2

hereby approves any and all documents to be delivered in furtherance of the foregoing purposes, including without limitation certifications.

Section 6. The provisions of the Authority's Resolution No. 11-41 apply to the documents and actions approved in this Resolution.

Section 7. The Authority hereby approves and ratifies each and every action taken by its officers, agents, members and employees prior to the date hereof in furtherance of the purposes of this Resolution.

Section 8. This resolution shall take effect from and after its adoption.

Dated: February 8, 2012

3

No.

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

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23.

24.

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27.

EXHIBIT A

The Borrowers are one or more of the following charter schools under the Charter School Law:

Not to Exceed

School CDS Code City Loan Amount

Academia Moderna 19647330120097 Walnut Park $ 498,000 ARISE High 01612590115238 Oakland 513,000 Arroyo Paseo Charter High 37683380114520 San Diego 95,000

Big Picture High School- Fresno 10101080119628 Fresno 361,000 California Academy for Liberal Studies 19647336118194 Los Angeles 477,000 Century Community Charter 19647090107508 Inglewood 887,000 Constellation Community Charter Middle 19647256113146 Long Beach 121,000

Crosswalk: Higher Education Learning Pathways 36750443631132 Hesperia 252,000

Excel Charter Academy 19647330112201 Los Angeles 526,000

FAME Public Charter 01100170109835 Newark 3,468,000

Film and Theatre Arts Charter High 19647330122762 Los Angeles 212,000

Fresno Academy for Civic and Ent. Leader. 10621660115196 Fresno 411,000

Hardy Brown College Prep 36678760122317 San 963,000 Bernardino

New Designs Charter 19647330102541 Los Angeles 1,264,000

New Designs Charter School-Watts 19647330120071 Los Angeles 542,000

Opportunities Unlimited Charter High 19101990109918 Los Angeles 371,000

Orange County Educational Arts Academy 30666700109066 Santa Ana 760,000

R.A.A.M.P. Charter Academy 07616480119586 Antioch 188,000

Reems (Ernestine C.) Academy of Technology and 01612596117394 Oakland 556,000 Art Sacramento Charter High 34674390102038 Sacramento 1,442,000

SIATech 37684520106120 Oceanside 2,482,000

St. HOPE Public School #7 34674390101048 Sacramento 855,000

Stockton Collegiate International Elementary 39686760120725 Stockton 726,000

Stockton Collegiate International Secondary 39686760120733 Stockton 851,000

Summit Leadership Academy-High Desert 36750440107516 Hesperia 474,000

TEACH Academy of Technologies 19647330122242 Los Angeles 370,000

Triumph Academy 19647330112193 Sylmar 666,000

$20,331,000

A-I

CERTIFICATE OF THE EXECUTIVE DIRECTOR (Attesting to Action of the Authority)

Sacramento, California

I, Katrina Johantgen, Executive Director of the California School Finance Authority, hereby certifies that the foregoing is a full, true, and correct copy of Resolution No. 12-05 of the California School Finance Authority Authorizing the Issuance from Time to Time of Notes to Finance Working Capital Loans to Certain Charter Schools in an Aggregate Amount Not To Exceed $20,331 ,000, Approving the Form of a Note Purchase Agreement, Loan Agreements and an Indenture Therefor, and Authorizing Certain Other Actions in Connection Therewith at a meeting of the California School Finance Authority held at 915 Capitol Mall, Conference Room 587, Sacramento, California on February 8, 2012, for which meeting all of the members of the Authority had due notice; and that at the meeting the staff recommendation was adopted by the following votes:

A YES: Bettina Redway, designee for California State Treasurer Bill Lockyer Pedro R. Reyes, designee for Director of Finance Ana J. Matosantos

NOES: Jeanne Oropeza, designee for Superintendent of Public Instruction Tom Torlakson

ABSTAINS:

ABSENT:

I further certify that the original minutes of said meeting and a copy of the original Resolution adopted at said meeting are on file in the California School Finance Authority office; and that the Resolution has not been amended, modified, or rescinded in any manner since the date of its adoption, and the same is now in full force and effect.

IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of the California School Finance Authority hereto.

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