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The term Note Purchase Agreement shall mean the note purchase agreement dated
<br /> December [_J, 2023, by and between the Authority and the Purchaser, relating to the Note, as
<br /> the same may be amended, modified or restated from time to time.
<br /> The term Operation and Maintenance Expenses shall mean all direct costs and expenses
<br /> incurred by the Authority for its operation and maintenance, including but not limited to, the
<br /> operation and maintenance of the Project, including (for greater certainty but without limiting the
<br /> generality of the foregoing) amounts payable under any contract with any person, including, but
<br /> not limited to any federal, state, or local Authority for the right to produce, withdraw or divert
<br /> and use water, any contribution or payment in lieu of taxes or any fee or charge by any
<br /> government authority relating to the Authority's production, withdrawal or diversion of or sale of
<br /> treated water hereunder, the costs of utilities, supervision, engineering, accounting, auditing,
<br /> legal services, insurance premiums, supplies, services, and administration of the Project,
<br /> Overhead Expenses, any required costs of mitigation and land management incidental to Project
<br /> operation, and costs of operating, repairing, maintaining, and replacing equipment for proper
<br /> operation and maintenance of the Project. The term "Operation and Maintenance Expenses" does
<br /> not include depreciation charges or such portion of the above-described costs to the extent such
<br /> costs are paid pursuant to an agreement other than the Contract.
<br /> The term Overhead Expenses shall mean the Authority's reasonable and necessary costs
<br /> and expenses incurred at any time directly related to the issuance and servicing of the Note,
<br /> Bonds, the acquisition of Land Interests required for the Project, the design, permitting,
<br /> financing, acquisition, construction, and ownership of the Project and any other activities
<br /> required of or involving the Authority in connection with or attributable to the Project, the Notes
<br /> or Bonds, including, but not limited to: (i) per diem and reimbursable expenses incurred by the
<br /> Directors of the Authority for special meetings of the Authority's Board related to the Project; (ii)
<br /> services of the professional, technical skilled and unskilled persons and firms engaged by or
<br /> associated with the Authority, other than Authority staff personnel, together with their
<br /> reimbursable expenses paid or required to be paid by the Authority; (iii) salaries of the
<br /> Authority's staff attributable to the Project or the Note or Bonds based on time expended, as
<br /> documented or reasonably estimated by the President, Board of the Authority; (iv) the costs of
<br /> preparing applications for and obtaining all approvals and authorizations required for the Project
<br /> or [the Notes] or Bonds from the regulatory authorities having jurisdiction; (v) the cost of
<br /> property casualty and public liability insurance incurred prior to the Completion Date; including
<br /> any insurance deductible charged to or required to be paid by the Authority; provided that if the
<br /> Authority is unable to obtain such insurance on an occurrence basis, then any expense incurred
<br /> by the Authority from and after the Completion Date for casualty and public liability insurance,
<br /> including any insurance deductible, shall be paid by the Sponsors; (vi) all costs incurred in
<br /> litigation involving or relating to the Project; and (vii) any and all other costs and expenses,
<br /> including out-of-pocket expenses, incurred by the Authority attributable to the Project or the
<br /> Note or Bonds, whether enumerated above or not, and whether or not included in the definition
<br /> or as a part of Project Costs.
<br /> The terms Paying Agent/Registrar, Paying Agent or Registrar shall mean the agent
<br /> appointed pursuant to Section 5 of this Resolution or any successor to such agent.
<br /> A-4
<br /> ARWA\BAN\2023:Authorizing Resolution
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