BOND TRUST INDENTURE Dated as of December 1, 2020 ..., Exams of Business

Download BOND TRUST INDENTURE Dated as of December 1, 2020 ... and more Exams Business in PDF only on Docsity!

__________________________

BOND TRUST INDENTURE

Dated as of December 1, 2020

Between

THE COUNTY OF LANCASTER, IN THE STATE OF NEBRASKA

And

BOKF, NATIONAL ASSOCIATION, as Bond Trustee

Relating to

$[2020 Principal] The County of Lancaster, in the State of Nebraska Revenue Refunding Bonds (Tabitha Projects) Series 2020

BOND TRUST INDENTURE

TABLE OF CONTENTS

Page

Parties ........................................................................................................................... 1 Recitals ......................................................................................................................... 1 Granting Clauses .......................................................................................................... 2

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 101. Definitions of Words and Terms ...................................................................................... 2 Section 102. Rules of Construction ..................................................................................................... 10

ARTICLE II

THE BONDS

Section 201. Authorization of Series 2020 Bonds and Additional Bonds .......................................... 11 Section 202. Method and Place of Payment ........................................................................................ 13 Section 203. Form of Bonds................................................................................................................ 13 Section 204. Execution and Authentication ........................................................................................ 13 Section 205. Registration, Transfer and Exchange ............................................................................. 13 Section 206. Mutilated, Destroyed, Lost and Stolen Bonds................................................................ 15 Section 207. Cancellation of Bonds .................................................................................................... 15 Section 208. Book-Entry; Securities Depository ................................................................................ 15

ARTICLE III

REDEMPTION OF BONDS

Section 301. Redemption of Bonds ..................................................................................................... 16 Section 302. Election to Redeem ........................................................................................................ 17 Section 303. Redemption Amounts..................................................................................................... 17 Section 304. Notice of Redemption .................................................................................................... 17 Section 305. Deposit of Redemption Price ......................................................................................... 18 Section 306. Bonds Payable on Redemption Date .............................................................................. 18 Section 307. Purchase Offers by Corporation. .................................................................................... 18

ARTICLE IV

FUNDS AND ACCOUNTS AND APPLICATION OF BOND PROCEEDS AND OTHER MONEYS

Section 401. Creation of Funds and Accounts .................................................................................... 19 Section 402. Deposit of Series 2020 Bond Proceeds and Other Moneys ............................................ 19 Section 403. Series 2020 Costs of Issuance Fund ............................................................................... 20 Section 404. Series 2020 Debt Service Fund ...................................................................................... 20 Section 405. Series 2020 Reserve Fund .............................................................................................. 21

(ii)

ARTICLE V

RESERVED

ARTICLE VI

ARTICLE VII

ARTICLE VIII

ARTICLE IX

ARTICLE X ARTICLE XI ARTICLE XII

• Section 406. Series 2020 Rebate Fund
• Section 407. Records and Reports of Bond Trustee............................................................................
• Section 408 Payments Due on Saturdays, Sundays and Holidays.
• Section 409. Nonpresentment of Bonds.
• Section 410. Moneys to be Held in Trust.
• Section 411. Investment of Moneys.
• Section 601. Authority to Issue Series 2020 Bonds and Execute Bond Indenture.............................. GENERAL COVENANTS AND PROVISIONS
• Section 602. Limited Obligations........................................................................................................
• Section 603. Payment of Bonds
• Section 604. Performance of Covenants
• Section 605. Inspection of Books........................................................................................................
• Section 606. Enforcement of Rights
• Section 607. Amendments to the Loan Agreement.............................................................................
• Section 608. Tax Covenants
• Section 609. Information Provided to County
• Section 701. Events of Default............................................................................................................ DEFAULT AND REMEDIES
• Section 702. Acceleration of Maturity; Rescission and Annulment
• Section 703. Exercise of Remedies by the Bond Trustee....................................................................
• Section 704. Bond Trustee May File Proofs of Claim
• Section 705. Limitation on Suits by Bondowners
• Section 706. Control of Proceedings by Bondowners.........................................................................
• Section 707. Application of Moneys Collected
• Section 708. Rights and Remedies Cumulative
• Section 709. Delay or Omission Not Waiver
• Section 710. Waiver of Past Defaults..................................................................................................
• Section 801. Acceptance of Trusts; Certain Duties and Responsibilities THE BOND TRUSTEE
• Section 802. Certain Rights of Bond Trustee
• Section 803. Notice of Defaults
• Section 804. Compensation and Reimbursement
• Section 805. Corporate Bond Trustee Required; Eligibility
• Section 806. Resignation and Removal of Bond Trustee....................................................................
• Section 807. Appointment of Successor Bond Trustee
• Section 808. Acceptance of Appointment by Successor (iii)
• Section 809. Merger, Consolidation and Succession to Business
• Section 810. Co-Bond Trustees and Separate Bond Trustees
• Section 811. Designation of Paying Agents
• Section 812. Advances by Bond Trustee
• Section 901. Supplemental Bond Indentures without Consent of Bondowners SUPPLEMENTAL BOND INDENTURES
• Section 902. Supplemental Bond Indentures with Consent of Bondowners
• Section 903. Execution of Supplemental Bond Indentures
• Section 904. Effect of Supplemental Bond Indentures
• Section 905. Reference in Bonds to Supplemental Bond Indentures
• Section 906. Corporation’s Consent to Supplemental Bond Indentures
• Section 907. Bondowner Consent and Waiver Requests; Deemed Consents and Waivers.
• Section 1001. Payment, Discharge and Defeasance of Bonds SATISFACTION AND DISCHARGE
• Section 1002. Satisfaction and Discharge of Bond Indenture
• Section 1003. Rights Retained After Discharge....................................................................................
• Section 1004. Reserved Rights in Escrow
• Section 1101. Notices............................................................................................................................ NOTICES, CONSENTS AND OTHER ACTS
• Section 1102. Acts of Bondowners
• Section 1201. Further Assurances MISCELLANEOUS PROVISIONS
• Section 1202. Immunity of Officers, Employees and Members of County
• Section 1203. Limitation on County Obligations..................................................................................
• Section 1204. Benefit of Bond Indenture
• Section 1205. Severability
• Section 1206. Electronic Transactions
• Section 1207. Execution in Counterparts
• Section 1208. Governing Law...............................................................................................................
• Signatures and Seals S-
• Schedule 1 - Terms of the Series 2020 Bonds Sch1 -
• Schedule 1-P&I – Maturities; Mandatory Sinking Fund Redemption and Interest Rates Sch1-P&I -

(iv)

Appendix A - The Refunded Obligations; The Project ..................................................................... A- Appendix B - Form of Bonds ............................................................................................................ B- Appendix C - Form of Disbursement Request - Costs of Issuance ................................................... C-

* * *

BOND TRUST INDENTURE

THIS BOND TRUST INDENTURE (this “Bond Indenture”), dated as of December 1, 2020, by and between THE COUNTY OF LANCASTER, IN THE STATE OF NEBRASKA (the “County”), a county and political subdivision duly organized and existing under the laws of the State of Nebraska and BOKF, NATIONAL ASSOCIATION (the “Bond Trustee”), as bond trustee.

RECITALS

1. The County is authorized by Sections 13-1101 to 13-1110, inclusive, Reissue Revised Statutes of Nebraska, as amended (the “Act”), to issue bonds and lend the proceeds thereof for the purposes of financing and refinancing the costs of projects for nonprofit enterprises as described in the Act; provided, however, any such bonds shall not be a liability of the County nor a charge against its general credit or taxing powers. 2. Pursuant to and in furtherance of the Act and at the request of Tabitha, Inc. (the “Corporation”), a nonprofit corporation duly organized in the State of Nebraska (the “State”), the County adopted a resolution authorizing the issuance, under this Bond Indenture, of the County’s (a) $[________] principal amount Revenue Refunding Bonds (Tabitha Projects), Series 2020 (collectively the “Series 2020 Bonds”), for the purposes of providing funds to make a loan (the “Loan”) to the Corporation under the Loan Agreement dated as of December 1, 2020 (the “Loan Agreement”), between the County and the Corporation to (a) refinance the costs of the Project (as defined herein), (b) refinance the Refunded Obligations (as described on Appendix A hereto), (c) fund a debt service reserve fund for the Series 2020 Bonds, and (d) pay certain expenses of issuing the Series 2020 Bonds. 3. To further secure the payment of the principal or redemption price of and interest on the Series 2020 Bonds and the Corporation’s obligations under the Loan, the Corporation as trustor (the “Trustor”) will execute and deliver a Deed of Trust and Security Agreement dated December ___, 2020 (the “Deed of Trust”) to BOKF, National Association, as trustee thereunder (the “Deed Trustee”) for the benefit of Bond Trustee, granting the Deed Trustee a lien on certain real property of the Trustor and a security interest in certain personal property of the Trustor. 4. To further secure certain of the Corporation’s obligations under the Loan Agreement, The Tabitha Foundation (the “Guarantor”) will enter into a Guaranty Agreement dated as of December 1, 2020, by and between the Foundation and the Bond Trustee (the “Guaranty Agreement”), pursuant to which the Guarantor will agree to replenish any amounts drawn on the Series 2020 Reserve Fund within 60 days thereafter. 5. The County by resolution of its Board of Commissioners has found and determined that based upon the representations of the Corporation: (a) the real and personal property comprising the Project constitute part of a nonprofit enterprise under the Act; and (b) it is desirable to issue the Series 2020 Bonds to be issued under and secured by this Bond Indenture, which constitutes a collateral assignment of the County’s right, title and interest in the Loan Agreement (exclusive of certain retained rights of the County). 6. All acts and proceedings necessary to make the Series 2020 Bonds, when authenticated by the Bond Trustee and issued as provided in this Bond Indenture, the valid, legal and binding obligations of the County, and to constitute this Bond Indenture a valid, legal and binding pledge and assignment of the property, rights, interests and revenues made herein for the security of the payment of the Series 2020 Bonds, have been done and performed, and the execution and delivery of this Bond

Indenture and the execution and issuance of the Series 2020 Bonds, subject to the terms of this Bond Indenture, have in all respects been duly authorized.

GRANTING CLAUSES

To declare the terms and conditions upon which Bonds are to be authenticated, issued and delivered and to secure the payment of all of the Bonds issued and Outstanding under this Bond Indenture from time to time according to their tenor and effect and to secure the performance and observance by the County of all the covenants, agreements and conditions contained in this Bond Indenture and in the Bonds, and in consideration of the premises, the acceptance by the Bond Trustee of the trusts created by this Bond Indenture, the purchase and acceptance of the Bonds by the owners thereof, the County hereby transfers in trust, pledges and assigns to the Bond Trustee, and hereby grants a security interest to the Bond Trustee in, the property described in paragraphs (a) and (b) below (said property referred to herein as the “Trust Estate”):

(a) All rights, title and interest of the County (including, but not limited to, the right to enforce any of the terms thereof) in, to and under (1) the Loan Agreement, including, without limitation, all Loan Payments and other payments to be received by the County and paid by the Corporation under and pursuant to and subject to the provisions of the Loan Agreement (except the County’s rights to payment of its fees and expenses and to indemnification as set forth in the Loan Agreement and as otherwise expressly set forth therein) and the Corporation’s pledge of Gross Revenues, (2) the Security Documents and all financing statements or other instruments or documents evidencing, securing or otherwise relating to the loan of the proceeds of the Bonds, and (3) the Guaranty Agreement; and

(b) All moneys and securities from time to time held by the Bond Trustee under the Security Documents and the terms of this Bond Indenture, and any and all other property (real, personal or mixed) of every kind and nature from time to time, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under this Bond Indenture by the County or by anyone in its behalf or with its written consent, to the Bond Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof.

The Bond Trustee shall hold in trust and administer the Trust Estate, upon the terms and conditions set forth in this Bond Indenture for the equal and pro rata benefit and security of each and every owner of Bonds, without preference, priority or distinction as to participation in the lien, benefit and protection of this Bond Indenture of one Bond over or from the others, except as otherwise expressly provided herein.

NOW, THEREFORE, the County covenants and agrees with the Bond Trustee, for the equal and proportionate benefit of the respective owners of the Bonds, that all Bonds are to be issued, authenticated and delivered and the Trust Estate is to be held and applied by the Bond Trustee, subject to the further covenants, conditions and trusts hereinafter set forth, as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 101. Definitions of Words and Terms. In addition to the definitions set forth in Schedule 1 hereto, for all purposes of this Bond Indenture, except as otherwise provided herein or unless

the context otherwise requires, the following words and terms used in this Bond Indenture shall have the following meanings.

“Act” means Sections 13-1101 to 13-1110, inclusive, Reissue Revised Statutes of Nebraska, as amended.

“Additional Bonds” means additional bonds which may be issued by the County on behalf of the Corporation as described under Section 201(c) of this Bond Indenture.

“Additional Payments” means those payments required to be made by the Corporation pursuant to Section 4.4 of the Loan Agreement.

“Bond” or “Bonds” means any bond or bonds of the series of the Series 2020 Bonds, and any Additional Bonds.

“Bond Indenture” means this Bond Trust Indenture as originally executed by the County and the Bond Trustee, as from time to time amended and supplemented by Supplemental Bond Indentures in accordance with the provisions of Article IX of this Bond Indenture.

“Bond Trustee” means BOKF, National Association, and its successor or successors and any other corporation or association which at any time may be substituted in its place pursuant to and at the time serving as trustee under this Bond Indenture.

“Business Day” means a day other than a Saturday, Sunday, or legal holiday on which the Bond Trustee or any Paying Agent shall be scheduled in the normal course of its operations to be open to the public for conduct of its banking operations.

“Cede & Co.” means Cede & Co., as nominee name of The Depository Trust Company, New York, New York.

“Closing Date” means (i) with respect to the Series 2020 Bonds, December __, 2020, and (ii) with respect to any series of Additional Bonds, the date of original issuance of such Additional Bonds.

“Corporation” means Tabitha, Inc., a nonprofit corporation organized and existing under the laws of the State of Nebraska, and its successors and assigns.

“Corporation Representative” means the chair, vice chair or secretary of the Corporation’s board of directors, the Corporation’s president/chief executive officer, chief financial officer, and such other person or persons at the time designated to act on behalf of the Corporation in matters relating to this Bond Indenture and the Loan Agreement as evidenced by a written certificate furnished to the County, the Purchaser and the Bond Trustee containing the specimen signature of such person or persons and signed on behalf of the Corporation by any of the foregoing officers. Such certificate may designate an alternate or alternates each of whom shall be entitled to perform all duties of the Corporation Representative, and any other duly authorized officer of the Corporation whose authority to execute any particular instrument or take a particular action under this Bond Indenture or the Loan Agreement shall be evidenced to the satisfaction of the Bond Trustee.

“Continuing Disclosure Agreement” means, for the Series 2020 Bonds, the Continuing Disclosure Undertaking dated as of December 1, 2020, executed by the Corporation, as supplemented and amended in accordance with its terms.

“County” means the County of Lancaster, in the State of Nebraska, a county and political subdivision duly organized and existing under the laws of the State of Nebraska, or any other governmental entity duly existing in the State and succeeding to or charged with the powers, duties and functions of the County, its successors and assigns.

“County Representative” means the chair, vice chair, clerk, chief administrative officer, or finance director of the County, and such other person or persons at the time designated to act on behalf of the County in matters relating to this Bond Indenture and the Loan Agreement as evidenced by a written certificate furnished to the Corporation and the Bond Trustee containing the specimen signature of such person or persons and signed on behalf of the County by the chair, vice chair, clerk, chief administrative officer, or finance director of the County. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the County Representative.

“Defeasance Obligations” means:

(a) Government Obligations which are not subject to redemption in advance of their maturity dates; or

(b) obligations issued by any state of the United States of America, or any political subdivision thereof, rated at the time of purchase by at least two nationally recognized rating agencies in one of the three highest rating categories (without regard to any refinement or gradation of rating category by numerical modifier or otherwise), and obligations fully secured by and payable solely from an escrow fund held by a trustee consisting of cash or Defeasance Obligations described in (a) above; or

(c) any other Permitted Investments if the Corporation causes to be delivered to the Bond Trustee and the County a written confirmation from a firm of independent certified public accountants to the effect that such Permitted Investments are ‘essentially risk-free monetary assets’ or otherwise of a nature permitted to effect the extinguishment of debt under GAAP.

“Electronic Means” means facsimile transmission, email transmission or other similar electronic means of communication customary within the securities industry providing evidence of transmission, including a telephone communication confirmed by any other method set forth in this definition.

“Encumbered Property” has the meaning set forth in the Security Documents.

“Event of Default” means (i) with respect to this Bond Indenture, the definition given in Section 701 herein, and (ii) with respect to the Loan Agreement, the definition given in Section 6.1 of the Loan Agreement.

“GAAP” means accounting principles generally accepted in the United States of America.

“Government Obligations” means direct obligations of the United States of America or obligations the full and timely payment of the principal of and interest on which is unconditionally guaranteed by the United States of America.

“ Gross Revenues ” means all income, revenues, receipts and other moneys received by or on behalf of the Corporation from any source and all rights to receive the same whether in the form of accounts, deposit accounts, contract rights, chattel paper, instruments, general intangibles, health-care- insurance receivables, or other rights now owned or hereafter acquired by the Corporation, and all

proceeds therefrom whether cash or noncash, all as defined in Article 9 of the Uniform Commercial Code of the applicable state where the Corporation is located; but excluding gifts, grants, bequests, donations and contributions made to the Corporation that are specifically restricted by the donor, testator or grantor to a particular purpose that is inconsistent with their use for payments required under this Bond Indenture or the Loan Agreement, and, if also so restricted, the income and gains derived therefrom; Gross Revenues shall not include revenues of affiliates of the Corporation (as such term is defined in Section 5. of the Loan Agreement) or amounts attributable to GracePointe Assisted Living and Memory Care Suites, an assisted living facility of the Corporation.

“Guarantor” means The Tabitha Foundation, a Nebraska nonprofit corporation.

“Guaranty Agreement” means the Guaranty Agreement of even date herewith, between the Guarantor and the Bond Trustee, as from time to time amended in accordance with the provisions thereof.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, and, when appropriate, any statutory predecessor or successor thereto, and all applicable regulations (whether proposed, temporary or final) thereunder and any applicable official rulings, announcements, notices, procedures and judicial determinations relating to the foregoing.

“Loan” means (i) for the Series 2020 Bonds, the loan of the proceeds of the Series 2020 Bonds made by the County to the Corporation under the Loan Agreement, and (ii) for any series of Additional Bonds, the loan of the proceeds of the Additional Bonds made by the County to the Corporation under the Loan Agreement and any Supplemental Loan Agreement providing for the issuance of such Additional Bonds.

“Loan Agreement” means the Loan Agreement of even date herewith, between the County and the Corporation as from time to time amended by Supplemental Loan Agreements in accordance with the provisions of Article VII of the Loan Agreement and of Section 607 of this Bond Indenture.

“Loan Payments” means the payments of principal and interest on the Loan referred to in Section 4.1 of the Loan Agreement.

“Official Statement” means, for the Series 2020 Bonds, the Official Statement for the Series 2020 Bonds dated ___________, 2020.

“Opinion of Bond Counsel” means a written opinion of Gilmore & Bell, P.C., or any other legal counsel acceptable to the County and the Corporation who shall be nationally recognized as expert in matters pertaining to the validity of obligations of governmental issuers and the exemption from federal income taxation of interest on such obligations.

“Opinion of Counsel” means a written opinion of any legal counsel acceptable to the Corporation, the Bond Trustee and the Purchaser and, to the extent the County is asked to take action in reliance thereon, the County.

“Outstanding” means, as of the date of determination:

(a) with respect to Bonds, all Bonds theretofore authenticated and delivered under this Bond Indenture, except:

(1) Bonds theretofore cancelled by the Bond Trustee or delivered to the Bond Trustee for cancellation as provided in Section 207 of this Bond Indenture;

(2) Bonds for whose payment or redemption money or Permitted Investments in the necessary amount has been deposited with the Bond Trustee or any Paying Agent in trust for the owners of such Bonds as provided in Section 1001 of this Bond Indenture, provided that, if such Bonds are to be redeemed, notice of such redemption has been duly given pursuant to this Bond Indenture or provision therefor satisfactory to the Bond Trustee has been made;

(3) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under this Bond Indenture; and

(4) Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in Section 206 of this Bond Indenture; and

(b) with respect to other Indebtedness, the principal of such Indebtedness theretofore issued or incurred and not paid and discharged, or deemed paid and no longer outstanding pursuant to the terms thereof.

“Parity Obligations” means additional indebtedness or obligations of the Corporation issued or incurred pursuant to the provisions of the Loan Agreement to the County or persons other than the County and secured all or in part on a parity basis with the Bonds (which term includes, as defined above, Additional Bonds).

“Participants” means those financial institutions for whom the Securities Depository effects book-entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference.

“Paying Agent” means the Bond Trustee and any other commercial bank or trust institution organized under the laws of any state of the United States of America or any national banking association designated as paying agent for a series of Bonds.

“Permitted Investments” means, if and to the extent the same are at the time legal for investment of funds held under this Bond Indenture:

(A) Cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in paragraph (B) below).

(B) Government Obligations, including without limitation, direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, and Obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including

• Export - Import Bank
• Farmers Home Administration

• General Services Administration
• U.S. Maritime Administration
• Small Business Administration
• Government National Mortgage Association (GNMA)
• U.S. Department of Housing & Urban Development (PHA’s)
• Federal Housing Administration.

(C) Bonds notes or other evidences of indebtedness rated “AA” by S&P Global Ratings (“Standard & Poor’s”) or “Aa” by Moody’s Investors Service, Inc. (“Moody’s”) issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation with remaining maturities not exceeding ten years.

(D) U.S. dollar denominated deposit accounts, federal funds and banker’s acceptances with domestic commercial banks (including the Bond Trustee or any of its affiliates) which have a rating on their short term certificates of deposit on the date of purchase of “A-1” or “A-1+” by Standard & Poor’s and “P-1” by Moody’s and maturing no more than 360 days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank).

(E) Commercial paper which is rated at the time of purchase in the single highest classification, “A-1+” by Standard & Poor’s and “P-1” by Moody’s and which matures not more than 270 days after the date of purchase.

(F) Investments in a money market fund rated “AAAm” or “AAAm-G” or better by Standard & Poor’s.

(G) Pre-refunded Municipal Obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and

(1) which are rated, based on an irrevocable escrow account or fund (the “escrow”), in the highest two rating categories of Standard & Poor’s or Moody’s or any successors thereto; or

(2) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (A) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate.

(H) Certificates of deposit (which may be administered through the Certificate of Deposit Account Registry Service (CDARS) or time or demand deposits constituting direct

obligations of any bank, bank holding company, savings and loan association, trust company or other financial institution organized under the laws of the United States of America or any state thereof (including the Bond Trustee or any of its affiliates), except that investments may be made only in certificates of deposit or time or demand deposits which are:

(1) insured by the Federal Deposit Insurance Corporation or a fund thereof, or any other similar United States Government deposit insurance program then in existence; or

(2) continuously and fully secured by Government Obligations, which have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time or demand deposits; or

(3) issued by a bank, bank holding company, savings and loan association, trust company or other financial institution organized under the laws of the United States or any state thereof (including the Bond Trustee or any of its affiliates) whose outstanding unsecured long-term debt is rated, at the time of issuance, in one of the two highest rating categories by a nationally recognized rating service.

(I) Repurchase agreements with any bank, bank holding company, savings and loan association, trust company or other financial institution organized under the laws of the United States of America or any state thereof (including the Bond Trustee or any of its affiliates), that are continuously and fully secured by Government Obligations and which have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreements, provided that each such repurchase agreement conforms to current industry standards as to form and time, is in commercially reasonable form, is for a commercially reasonable period, results in transfer of legal title to identified Government Obligations which are segregated in a custodial or trust account for the benefit of the Bond Trustee, and further provided that Government Obligations acquired pursuant to such repurchase agreements shall be valued at the lower of the then current market value thereof or the repurchase price thereof set forth in the applicable repurchase agreement.

(J) Investment agreements constituting an obligation of a bank, bank holding company, savings and loan association, trust company, insurance company or other financial institution whose outstanding unsecured long-term debt is rated, at the time of such agreement, in one of the two highest rating categories by a nationally recognized rating service.

(K) With the consent (or deemed consent pursuant to Section 907 ) of the owners of a majority in principal amount of the Bonds Outstanding, such other investments as then permitted by applicable law for funds of the County or the Corporation, as then applicable.

The Bond Trustee shall be entitled to assume that any investment which at the time of purchase is a Permitted Investment remains a Permitted Investment thereafter, absent actual receipt of written notice to the contrary. The Bond Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of or investment in such Permitted Investments.

“Person” means any natural person, firm, association, corporation, partnership, joint stock company, a joint venture, trust, unincorporated organization or firm, or a government or any agency or political subdivision thereof or other public body.

“Project” shall mean with respect to the Series 2020 Bonds, the facilities the costs of which were paid in whole or in part, or for which the Corporation was reimbursed in whole or in part from the proceeds of the sale of the Series 2020 Bonds or from the proceeds of loans refinanced, in whole or in part, from the proceeds of the sale of the Series 2020 Bonds, and which constitute part of a “nonprofit enterprise” as defined in the Act, as further described in Appendix A hereto and in the Tax Compliance Agreement; provided, however, that the Corporation may make changes and amendments to the Project as provided in the Loan Agreement.

“Purchase Contract” means the Bond Purchase Agreement among the County, the Corporation and the Purchaser with respect to the Series 2020 Bonds.

“Purchaser” means, (i) with respect to the Series 2020 Bonds, Northland Securities, Inc., as managing underwriter of the Series 2020 Bonds, and its successors or assigns, and (ii) with respect to any series of Additional Bonds, the purchaser of such series of Additional Bonds and its successors or assigns.

“Record Date” means the [ 15th ] day (whether or not a Business Day) of the calendar month immediately preceding the month in which an interest payment on any Bond is to be made.

“Refunded Obligations” means the outstanding bonds and other debt obligations previously issued for the benefit of the Corporation being refinanced with proceeds of the Series 2020 Bonds, as further described in hereto Appendix A.

“Securities Depository” means, initially, The Depository Trust Company, New York, New York, and its successors and assigns.

“Security Documents” has the meaning set forth in Schedule 1 of this Bond Indenture.

“Series 2020 Bonds” means the $_______ principal amount Revenue Refunding Bonds (Tabitha Projects), Series 2020, authenticated and delivered under and pursuant to this Bond Indenture.

“Series 2020 Costs of Issuance Fund” means the fund by that name created by Section 401 of this Bond Indenture.

“Series 2020 Debt Service Fund” means the fund by that name created by Section 401 of this Bond Indenture.

“Series 2020 Rebate Fund” means the fund by that name created by Section 401 of this Bond Indenture.

“Series 2020 Refunding Fund” means the fund by that name created by Section 401 of this Bond Indenture.

“Series 2020 Reserve Fund” means the fund by that name created by Section 401 of this Bond Indenture.

“Series 2020 Reserve Requirement” means, with respect to the Series 2020 Bonds, the sum of $______.

“Supplemental Bond Indenture” means any indenture supplemental or amendatory to this Bond Indenture entered into by the County and the Bond Trustee pursuant to Article IX of this Bond Indenture, and with respect to the issuance of Additional Bonds may be a separate instrument.

“Supplemental Loan Agreement” means any agreement supplemental or amendatory to the Loan Agreement entered into by the County and the Corporation pursuant to Article VII of the Loan Agreement and Section 607 of this Bond Indenture, and with respect to the issuance of Additional Bonds may be a separate instrument.

“Tax Compliance Agreement” means the Tax Compliance Agreement dated as of December 1, 2020 by and among the County, the Corporation and the Bond Trustee, as supplemented and amended from time to time.

“Tax-Exempt Organization” means a nonprofit organization, organized under the laws of the United States of America or any state thereof, that is an organization described in Section 501(c)(3) of the Internal Revenue Code, is exempt from federal income taxes under Section 501(a) of the Internal Revenue Code, and is not a “private foundation” within the meaning of Section 509(a) of the Internal Revenue Code, or corresponding provisions of federal income tax laws from time to time in effect.

“Transaction Documents” means this Bond Indenture, the Series 2020 Bonds, the Loan Agreement, the Security Documents, the Guaranty Agreement, the Tax Compliance Agreement, the Purchase Contract, and any and all other documents or instruments that evidence or are a part of the transactions referred to in this Bond Indenture or the Loan Agreement or contemplated by this Bond Indenture or the Loan Agreement; and any and all future renewals and extensions or restatements of, or amendments or supplements to, any of the foregoing; provided, however, that when the words “Transaction Documents” are used in the context of the authorization, execution, delivery, approval or performance of Transaction Documents by a particular party, the same shall mean only those Transaction Documents that provide for or contemplate authorization, execution, delivery, approval or performance by such party; and provided further, that when the words “Transaction Documents” are used in connection with a particular series of Bonds, the same shall mean only those transaction documents that provide for or contemplate authorization, execution, delivery, approval or performance in connection with that series of Additional Bonds.

“Trust Estate” means the Trust Estate described in the Granting Clauses of this Bond Indenture.

“Value , ” as of any particular time of determination, means, (a) with respect to cash the face value thereof, (b) with respect to any investments, other than those in the Series 2020 Reserve Fund, the lower of the cost of the investment or the market price of the investment on the date of valuation, and (c) with respect to any investments in the Series 2020 Reserve Fund, the market price of the investment on the date of valuation.

Section 102. Rules of Construction. For all purposes of this Bond Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction apply in construing the provisions of this Bond Indenture:

(a) The terms defined in this Article include the plural as well as the singular.

(b) All accounting terms not otherwise defined herein shall have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with GAAP.

(c) All references herein to GAAP refer to such principles in effect on the date of the determination, certification, computation or other action to be taken hereunder using or involving such terms.

(d) All references in this instrument to designated “Articles,” “Sections” and other subdivisions are to be the designated Articles, Sections and other subdivisions of this instrument as originally executed.

(e) The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Bond Indenture as a whole and not to any particular Article, Section or other subdivision.

(f) The Article and section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

(g) Whenever an item or items are listed after the word “including” such listing is not intended to be a listing that excludes items not listed.

ARTICLE II

THE BONDS

Section 201. Authorization of Series 2020 Bonds and Additional Bonds.

(a) General. The County may issue bonds in series from time to time under this Bond Indenture, but subject to the provisions of this Bond Indenture and any Supplemental Bond Indenture authorizing a series of Additional Bonds. No Bonds may be issued under this Bond Indenture except in accordance with the provisions of this Article.

(b) Series 2020 Bonds. The Series 2020 Bonds shall be issued and secured by this Bond Indenture and shall have the principal, interest, mandatory sinking fund redemption, optional redemption, purchase and other terms and provisions provided in Schedule 1 of this Bond Indenture. The Series 2020 Bonds shall be executed in the manner set forth herein and delivered to the Bond Trustee for authentication, but prior to or simultaneously with the authentication and delivery of the Series 2020 Bonds by the Bond Trustee the following documents shall be filed with the Bond Trustee:

(i) A copy of the resolution adopted by the County authorizing the issuance of the Series 2020 Bonds and the execution of the Transaction Documents to which it is a party;

(ii) A copy of the resolution adopted by the Corporation authorizing the execution and delivery of the Transaction Documents to which it is a party, and approving this Bond Indenture and the issuance and sale of the Series 2020 Bonds;

(iii) A copy of the resolution adopted by the Guarantor authorizing the execution and delivery of the Guaranty Agreement;

(iv) An execution copy of the Bond Indenture, the Loan Agreement, the Guaranty Agreement, the Security Documents, and the Tax Compliance Agreement;

(v) A request and authorization to the Bond Trustee on behalf of the County, executed by a County Representative, to authenticate and deliver the Series 2020 Bonds;

(vi) The Opinion of Bond Counsel dated the Closing Date, in substantially the form attached to the Official Statement; and

(vii) Such other certificates, statements, receipts, opinions and documents required by any of the Transaction Documents or as the Purchaser or bond counsel shall reasonably require in connection with the delivery of the Series 2020 Bonds.

When the documents specified in (i) through (vii) above have been filed with Gilmore & Bell, P.C. and the Bond Trustee, and when the Series 2020 Bonds shall have been executed and authenticated as required by this Bond Indenture, the Bond Trustee shall deliver the Series 2020 Bonds to or upon the order of the Purchaser thereof, but only upon payment to the Bond Trustee of the purchase price of the Series 2020 Bonds as set forth in the request and authorization.

(c) Additional Bonds. The County may, at the request of the Corporation, issue, sell and deliver one or more series of Additional Bonds on a parity basis with the Series 2020 Bonds secured by any of the funds and accounts created hereunder for the purposes, upon satisfaction of the conditions and in the manner provided herein, and as noted below, a Supplemental Loan Agreement in which the Corporation represents and warrants that the provisions of Section 5.10 of the Loan Agreement have been met.

Any series of Additional Bonds shall bear interest from their date or from the most recent Interest Payment Date to which interest has been paid or duly provided for at the interest rates and payable on the Interest Payment Dates determined in accordance with the Supplemental Bond Indenture authorizing the issuance of such series of Additional Bonds.

Any series of Additional Bonds shall be executed in the manner set forth herein and delivered to the Bond Trustee for authentication, but prior to or simultaneously with the authentication and delivery of a series of Additional Bonds by the Bond Trustee the following documents shall be filed with the Bond Trustee:

(i) A copy of the resolution adopted by the County authorizing the issuance of the series of Additional Bonds and the transaction documents to which it is a party in connection with the issuance of the series of Additional Bonds.

(ii) A copy of the resolution adopted by the Corporation authorizing the execution and delivery of any transaction documents to which it is a party in connection with the issuance of the series of Additional Bonds, and approving the issuance and sale of the series of Additional Bonds.

(iii) An execution copy of the Supplemental Bond Indenture and the Supplemental Loan Agreement and the other transaction documents to be delivered in connection with the issuance of the series of Additional Bonds upon the authentication and delivery of the series of Additional Bonds.

(iv) A request and authorization to the Bond Trustee on behalf of the County, executed by a County Representative, to authenticate and deliver the Additional Bonds.

(v) An Opinion of Bond Counsel dated the Closing Date of the Additional Bonds, regarding the validity and, if applicable, the excludability from gross income of the interest on the Additional Bonds for federal income tax purposes, if the Additional Bonds are issued as federally tax-exempt bonds.

(vi) Such other certificates, statements, receipts, opinions and documents required by any of the Transaction Documents or as the Purchaser or bond counsel shall reasonably require in connection with the delivery of the Additional Bonds.

When the documents specified in (i) through (vi) above have been filed with the Bond Trustee, and when the Additional Bonds shall have been executed and authenticated as required by this Bond Indenture and the Supplemental Bond Indenture for the Additional Bonds, the Bond Trustee shall deliver the Additional Bonds to or upon the order of the Purchaser of such Additional Bonds.

Section 202. Method and Place of Payment. The principal of, redemption premium, if any, and interest on the Bonds shall be payable (A) in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts, and (B) (1) by check or draft mailed to such registered owner at such owner’s address as it appears on the bond register or at such other address as is furnished to the Bond Trustee in writing by such owner, or (2) at the written request of any owner of at least $500,000 aggregate principal amount of Bonds received by the Bond Trustee prior to the Record Date for any payment, by wire transfer to an account within the United States of America, which such written request shall include the name of the bank, its address, its ABA routing number, accounting number and the name, number and contact name related to such owner’s account at such bank to which the payment is to be credited.

Section 203. Form of Bonds. The Series 2020 Bonds issued under this Bond Indenture shall be issuable as fully registered bonds in substantially the form set forth in Appendix B attached to this Bond Indenture, with such necessary or appropriate variations, omissions and insertions as are permitted or required by this Bond Indenture or any Supplemental Bond Indenture. Additional Bonds issued under this Bond Indenture shall be issuable as fully registered bonds in substantially the form set forth in the Supplemental Bond Indenture providing for the issuance of such Additional Bonds. Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any custom, usage or requirement of law, or other transaction terms, with respect thereto.

Section 204. Execution and Authentication. The Bonds shall be executed on behalf of the County by the manual, facsimile or other electronic signature of a County Representative and attested by the manual, facsimile or other electronic signature of its secretary or an assistant secretary and shall have the corporate seal of the County affixed thereto, imprinted thereon, or electronically applied thereto. If any officer whose signature appears on any Bonds shall cease to hold such office before the authentication and delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any Bond may be signed by such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers.

No Bond shall be secured by, or be entitled to any lien, right or benefit under, this Bond Indenture or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of authentication executed by the Bond Trustee by signature of an authorized officer or signatory of the Bond Trustee, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder. At any time and from time to time after the execution and delivery of this Bond Indenture, the County may deliver Bonds executed by the County to the Bond Trustee for authentication and the Bond Trustee shall authenticate and deliver such Bonds as in this Bond Indenture provided and not otherwise.

Section 205. Registration, Transfer and Exchange. The Bond Trustee shall cause to be kept at its designated corporate trust office a register (referred to herein as the “bond register”) in which,

subject to such reasonable regulations as it may prescribe, the Bond Trustee shall provide for the registration, transfer and exchange of Bonds as herein provided. The Bond Trustee is hereby appointed “bond registrar” for the purpose of registering Bonds and transfers of Bonds as herein provided.

Bonds may be transferred or exchanged only upon the bond register maintained by the Bond Trustee as provided in this Section. Upon surrender for transfer or exchange of any Bond at the designated corporate trust office of the Bond Trustee, the County shall execute, and the Bond Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same maturity, of any authorized denominations and of a like aggregate principal amount.

Every Bond presented or surrendered for transfer or exchange shall (if so required by the County or the Bond Trustee, as bond registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the County and the Bond Trustee, as bond registrar, duly executed by the owner thereof or such owner’s attorney or legal representative duly authorized in writing.

All Bonds surrendered upon any exchange or transfer provided for in this Bond Indenture shall be promptly cancelled by the Bond Trustee and thereafter disposed of as directed by the County.

All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the County, evidencing the same debt, and entitled to the same security and benefits under this Bond Indenture, as the Bonds surrendered upon such transfer or exchange.

No service charge shall be made for any registration, transfer or exchange of Bonds, but the Bond Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds, and such charge shall be paid before any such new Bond shall be delivered. The fees and charges of the Bond Trustee for making any transfer or exchange and the expense of any bond printing necessary to effect any such transfer or exchange shall be paid by the Corporation. In the event any registered owner fails to provide a correct taxpayer identification number to the Bond Trustee, the Bond Trustee may impose a charge against such registered owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Internal Revenue Code, such amount may be deducted by the Bond Trustee from amounts otherwise payable to such registered owner hereunder or under the Bonds. The transferor shall also provide or cause to be provided to the Bond Trustee all information necessary to allow the Bond Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Bond Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

The County, the Corporation, the Bond Trustee and any agent of the County, the Corporation or the Bond Trustee may treat the Person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of (and premium, if any), and interest on, such Bond and for all other purposes whatsoever, except as otherwise provided in this Bond Indenture, whether or not such Bond is overdue, and, to the extent permitted by law, neither any County, the Corporation, the Bond Trustee nor any such agent shall be affected by notice to the contrary.

The Person in whose name any Bond shall be registered on the bond register shall be deemed and regarded as the absolute owner thereof for all purposes, except as otherwise provided in this Bond Indenture, and payment of or on account of the principal of and premium, if any, and interest on any such Bond shall be made only to or upon the order of the registered owner thereof or such owner’s legal representative, but such registration may be changed as herein provided. All such payments shall be valid

and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.

Section 206. Mutilated, Destroyed, Lost and Stolen Bonds. If (i) any mutilated Bond is surrendered to the Bond Trustee, or the County and the Bond Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the County and the Bond Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the County or the Bond Trustee that such Bond has been acquired by a bona fide purchaser, the County shall execute and the Bond Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Bond under this Section, the County and the Bond Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds.

Section 207. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Bond Trustee, shall be promptly cancelled by the Bond Trustee, and, if surrendered to any Paying Agent other than the Bond Trustee, shall be delivered to the Bond Trustee and, if not already cancelled, shall be promptly cancelled by the Bond Trustee. The County or the Corporation may at any time deliver to the Bond Trustee for cancellation any Bonds previously authenticated and delivered hereunder, which the County or the Corporation may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bond Trustee. No Bond shall be authenticated in lieu of or in exchange for any Bond cancelled as provided in this Section, except as expressly provided by this Bond Indenture. Upon request, the Bond Trustee shall execute and deliver to the County and the Corporation a certificate describing the Bonds so cancelled. All cancelled Bonds held by the Bond Trustee shall be disposed of as directed by the County or in accordance with the Bond Trustee’s retention policy then in effect.

Section 208. Book-Entry; Securities Depository.

(a) The Series 2020 Bonds shall initially be registered to Cede & Co., the nominee for the Securities Depository, and no beneficial owner will receive certificates representing their respective interests in the Series 2020 Bonds, except in the event the Bond Trustee issues Replacement Bonds as provided in Subsection (b). It is anticipated that during the term of the Series 2020 Bonds, the Securities Depository will make book-entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Series 2020 Bonds to the Participants until and unless the Bond Trustee authenticates and delivers Replacement Bonds to the beneficial owners as described in Subsection (b).

(b) (1) If the Corporation determines (with written notice to the County and the Bond Trustee) (A) that the Securities Depository is unable to properly discharge its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (C) that the continuation of a Book-Entry System to the exclusion of any Bonds being issued to any owner of the Series 2020 Bonds other than Cede & Co. is no longer in the best interests of the beneficial owners of the Series 2020 Bonds, or (2) if the Bond Trustee receives written notice from Participants having interests in not less than 50% of the Series 2020 Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a Book-Entry System to the exclusion of any Series 2020 Bonds being issued to any owner other than Cede & Co. is no longer in the

best interests of the beneficial owners of the Series 2020 Bonds, then the Bond Trustee shall notify the owners and the County of such determination or such notice and of the availability of certificates to owners requesting the same, and the Bond Trustee shall register in the name of and authenticate and deliver Replacement Bonds to the beneficial owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under (1)(A) or (1)(B) of this Subsection (b) , the Corporation, with the consent of the Bond Trustee and the County, may select a successor securities depository in accordance with Subsection (c) to effect book-entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository has possession of at least one Series 2020 Bond. Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Bond Trustee, to the extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the Corporation, the Bond Trustee or owners of the Series 2020 Bonds are unable to locate a qualified successor of the Securities Depository, then the Bond Trustee shall authenticate and cause delivery of Replacement Bonds to owners, as provided herein. The Bond Trustee may rely on information from the Securities Depository and its Participants as to the names of the beneficial owners of the Bonds. The cost of printing Replacement Bonds shall be paid for by the Corporation.

(c) In the event the Securities Depository resigns or is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the Corporation, with the consent of the Bond Trustee and the County, may appoint a successor Securities Depository provided the Bond Trustee receives written evidence satisfactory to the Bond Trustee with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Bond Trustee upon its receipt of a Series 2020 Bond or Series 2020 Bonds for cancellation shall cause the delivery of Series 2020 Bonds to the successor Securities Depository in appropriate denominations and form as provided herein.

ARTICLE III

REDEMPTION OF BONDS

Section 301. Redemption of Bonds. The Bonds are subject to redemption prior to maturity in accordance with their terms and the terms and provisions set forth in this Section.

(a) Optional and Extraordinary Optional Redemption of Series 2020 Bonds. The Series 2020 Bonds shall be subject to optional and extraordinary optional redemption prior to maturity as provided in Schedule 1 of this Bond Indenture.

(b) Mandatory Redemption of Series 2020 Bonds. The Series 2020 Bonds are subject to mandatory sinking fund redemption prior to maturity as provided in Schedule 1 of this Bond Indenture.

(c) Optional and Extraordinary Optional Redemption of Additional Bonds. Additional Bonds of a series shall be subject to optional and extraordinary optional redemption and payment prior to maturity, at the option of the Corporation on the dates, in the amounts, and at the redemption prices as shall be set forth in the Supplemental Bond Indenture for that series of Additional Bonds.

(d) Mandatory Redemption of Additional Bonds. Any Additional Bonds shall be subject to mandatory redemption and payment prior to maturity on the dates, in the amounts, and at the redemption prices as shall be set forth in the Supplemental Bond Indenture for that series of Additional Bonds.

(e) Purchase in Lieu of Redemption. When the Bonds are subject to optional redemption, such Bonds may be purchased in lieu of redemption from moneys paid by or on behalf of the Corporation on the applicable redemption date at a purchase price equal to the applicable redemption price established for such optional redemption, and such Bonds shall be purchased, and not redeemed, with moneys deposited for such purchase. The purchase of Bonds by the Corporation pursuant to this subsection or advance or use of any moneys to effectuate such purpose shall not be deemed to be a redemption of such Bonds or any portion thereof, and such purchase shall not operate to extinguish or discharge the indebtedness evidenced by such Bonds. The Corporation’s option to purchase Bonds pursuant to this provision shall be effective whether or not the notice of optional redemption sent to Holders indicates that the Corporation has exercised, or intends to exercise, such option. No further or additional notice to Holders shall be required in connection with the purchase in lieu of redemption.

Section 302. Election to Redeem. The County shall elect to redeem Bonds subject to optional redemption upon receipt of a written direction of the Corporation.

Section 303. Redemption Amounts. Except with the consent of the Purchaser, Bonds may be redeemed only in principal amounts equal to authorized denominations thereof.

Section 304. Notice of Redemption. Unless waived by any owner of Bonds to be redeemed, or otherwise provided for Additional Bonds in the Supplemental Bond Indenture for such Additional Bonds, official notice of any such redemption shall be given by or with acknowledgement from the County upon written direction from the Corporation to the Bond Trustee at least 30 days prior to the redemption date (or such lesser period consented to by the Bond Trustee, which consent shall not be unreasonable withheld).

Notice of any redemption of the Bonds pursuant to this Section 304 shall be conditioned on either (i) there being on deposit on the redemption date sufficient money to pay the full redemption price of the Bonds to be redeemed or (ii) such notice stating that if sufficient funds are not available on the redemption date to pay the full redemption price, then the redemption and the original notice thereof are void, rescinded and of no force and effect.

All official notices of redemption shall be dated and shall state: (1) the redemption date; (2) the redemption price; (3) the principal amount of Bonds to be redeemed; (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; and (5) the place where the Bonds to be redeemed are to be surrendered (if required hereunder) for payment of the redemption price. The failure of any owner of Bonds to receive notice given as provided in this Section, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Bonds. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given and shall become effective upon mailing, whether or not any owner receives such notice.

For so long as the Securities Depository is effecting book-entry transfers of the Bonds, the Bond Trustee shall provide the notices specified in this Section to the Securities Depository. It is expected that the Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will notify

or cause to be notified the beneficial owners. Any failure on the part of the Securities Depository or a Participant, or failure on the part of a nominee of a beneficial owner of a Bond (having been mailed notice from the Bond Trustee, the Securities Depository, a Participant or otherwise) to notify the beneficial owner of the Bond so affected, shall not affect the validity of the redemption of such Bond.

Section 305. Deposit of Redemption Price. On or prior to any redemption date, the County shall deposit with the Bond Trustee or with a Paying Agent, the moneys provided by the Corporation to pay the redemption price of all the Bonds which are to be redeemed on that date. Such money shall be held in trust for the benefit of the Persons entitled to such redemption price and shall not be deemed to be part of the Trust Estate.

Section 306. Bonds Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless insufficient funds are provided for payment of the redemption price, in which event any conditional notice of redemption shall be deemed rescinded and shall be of no force or effect) such Bonds shall cease to bear interest. Upon surrender of any such Bond for redemption in accordance with said notice, such Bond shall be paid by the County at the redemption price. Installments of interest with a due date on or prior to the redemption date shall be payable to the owners of the Bonds registered as such on the relevant Record Dates according to the terms of such Bonds and the provisions of Section 202. If any Bond which is to be redeemed only in part shall be surrendered at the place of payment therefor (with, if the County or the Bond Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the County and the Bond Trustee duly executed by, the owner thereof or such owner’s attorney or legal representative duly authorized in writing), the County shall execute and the Bond Trustee shall authenticate and deliver to the owner of such Bond, without service charge, a new Bond or Bonds of the same maturity of any authorized denomination or denominations as requested by such owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. If the owner of any such Bond shall fail to surrender and present such Bond to the Bond Trustee for payment and exchange in the circumstances set forth above, said Bond shall, nevertheless, become due and payable on the redemption date to the extent of the principal amount called for redemption (and to that extent only).

Section 307. Purchase Offers by Corporation. The Corporation may, on any date, regardless of whether such Bonds are then eligible for optional redemption, request in writing that the Bond Trustee assist the Corporation in communicating a purchase offer of any Bonds or portions thereof identified by the Corporation for such offer, in the proposed amounts and with the proposed purchase offer prices and other terms and conditions as determined by the Corporation. Upon receipt of such request, the Bond Trustee shall assist the Corporation by giving the notice of such purchase offer, prepared by the Corporation, to the owners of such Bonds, and providing to the Corporation any responses received from such owners. The Bond Trustee shall follow the applicable procedure for such notice as set forth in Securities Depository’s operational arrangements, as in effect at the time, if any. The Bond Trustee shall have no liability in connection with any such purchase offer, and the Corporation shall pay and indemnify the Bond Trustee and the County for all costs related to such purchase offer.

ARTICLE IV

FUNDS AND ACCOUNTS AND

APPLICATION OF BOND PROCEEDS

AND OTHER MONEYS

Section 401. Creation of Funds and Accounts. There is hereby created and ordered to be established in the custody of the Bond Trustee the following special trust funds in the name of the County to be designated as follows:

(a) Series 2020 Refunding Fund. The “Lancaster County – Tabitha – Refunding Fund, Series 2020” (the “Series 2020 Refunding Fund”).

(b) Series 2020 Costs of Issuance Fund. The “Lancaster County – Tabitha – Costs of Issuance Fund, Series 2020” (the “Series 2020 Costs of Issuance Fund”).

(c) Series 2020 Debt Service Fund. The “Lancaster County – Tabitha – Debt Service Fund, Series 2020” (the “Series 2020 Debt Service Fund”).

(d) Series 2020 Debt Service Reserve Fund. The “Lancaster County – Tabitha – Debt Service Reserve Fund, Series 2020” (the “Series 2020 Reserve Fund”).

(e) Series 2020 Rebate Fund. The “Lancaster County – Tabitha – Rebate Fund, Series 2020” (the “Series 2020 Rebate Fund”).

The Bond Trustee is authorized to establish a closing settlement account and separate accounts or subaccounts within such funds or otherwise segregate moneys within such funds, on a book-entry basis or in such other manner as the Bond Trustee may deem necessary or convenient, or as the Bond Trustee shall be instructed by the County or the Corporation.

Section 402. Deposit of Series 2020 Bond Proceeds and Other Moneys. The County shall cause to be paid to the Bond Trustee, from amounts received by the County from the sale of the Series 2020 Bonds pursuant to the Purchase Contract, the purchase price of the Series 2020 Bonds in the aggregate amount of $__________ (reflecting the par amount of the Series 2020 Bonds of $_________, [original issue premium of $________] and an underwriting discount of $________). Such amount shall be deposited and applied by the Bond Trustee, together with other funds available to the Bond Trustee, as follows:

(a) $_________ of equity contributions of the Corporation and $______ of proceeds of the Series 2020 Bonds shall be deposited into the Series 2020 Costs of Issuance Fund for application in accordance with Section 403.

(b) $________ of the proceeds of the Series 2020 Bonds shall be deposited into the Series 2020 Reserve Fund for application in accordance with Section 406.

(c) $________ of proceeds of the Series 2020 Bonds shall be deposited into the Series 2020 Refunding Fund. Immediately following issuance of the Series 2020 Bonds, all amounts in the Series 2020 Refunding Fund, together with $_________ of equity contributions of the Corporation released and transferred by the trustee for the Refunded Bonds to the Bond Trustee, shall be transferred for refunding of the Refunded Obligations, as further described in the closing settlement memorandum for the Series 2020 Bonds, and the Series 2020 Refunding Fund shall then be closed.

Section 403. Series 2020 Costs of Issuance Fund. Moneys in the Series 2020 Costs of Issuance Fund shall be used for paying the costs and expenses incident to the issuance of the Series 2020 Bonds. The Bond Trustee shall disburse moneys on deposit in the Series 2020 Costs of Issuance Fund from time to time to pay or as reimbursement for payment made for the costs of issuing the Series 2020 Bonds, after receipt of written disbursement requests of the Corporation signed by the Corporation Representative, in substantially the form of Appendix C hereto, together with copies of invoices for which payment is being requested. The Bond Trustee shall be fully protected in relying on a properly executed written disbursement request of the Corporation Representative and shall have no duty or obligation to confirm that any requested disbursements constitute costs of issuing the Bonds. The Bond Trustee shall transfer to the Series 2020 Debt Service Fund any moneys remaining in the Series 2020 Costs of Issuance Fund on the earlier of (i) the date which is 3 Business Days after the Bond Trustee receives written notice from the Corporation Representative to the effect that no additional costs of issuing the Bonds are payable from the Series 2020 Costs of Issuance Fund, or (ii) the first Business Day of the calendar month next preceding the date which is six months after the Closing Date of the Series 2020 Bonds, and the Series 2020 Costs of Issuance Fund shall then be closed.

Section 404. Series 2020 Debt Service Fund. The Bond Trustee shall deposit and credit to the Series 2020 Debt Service Fund, as and when received, as follows:

(a) All Loan Payments made by the Corporation pursuant to Section 4.1 of the Loan Agreement.

(b) Any amount required to be transferred from the Series 2020 Costs of Issuance Fund to the Series 2020 Debt Service Fund pursuant to Section 403.

(c) Any amount required to be transferred from the Series 2020 Reserve Fund pursuant to Section 405.

(d) Interest earnings and other income on Permitted Investments required to be deposited in the Series 2020 Debt Service Fund pursuant to Section 411 hereof.

(e) All other moneys received by the Bond Trustee under and pursuant to any of the provisions of this Bond Indenture or the Loan Agreement, when accompanied by directions from the person depositing such moneys that such moneys are to be paid into the Series 2020 Debt Service Fund.

The Bond Trustee is authorized and directed to withdraw sufficient funds from the Series 2020 Debt Service Fund to pay principal of, redemption premium, if any, and interest on the Series 2020 Bonds as the same become due and payable at maturity or upon redemption and to make said funds so withdrawn available to the Bond Trustee and any Paying Agent for the purpose of paying said principal, redemption premium, if any, and interest.

The Bond Trustee, upon the written instructions from the County given pursuant to written direction of the Corporation, shall use excess moneys in the Series 2020 Debt Service Fund to redeem all or part of the Series 2020 Bonds Outstanding and to pay interest to accrue thereon prior to such redemption and redemption premium, if any, on the next succeeding redemption date for which the required redemption notice may be given or on such later redemption date as may be specified by the Corporation, in accordance with the provisions of Article III hereof, so long as the Corporation is not in default with respect to any payments under the Loan Agreement and to the extent said moneys are in