Res 2023-208R approving a Resolution by the Board of Directors of the Alliance Regional Water Authority authorizing the issuance of Alliance Regional Water Authority bond anticipation note (Regional Water Supply Contract Project), Series 2023

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NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT is dated [December_, 20231 (as amended, modified or restated from time to time, this "Agreement"), between the ALLIANCE REGIONAL WATER AUTHORITY (the `Authority") and WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC (the "Purchaser"). WITNESETH: WHEREAS, pursuant to Chapter 572, as amended, Texas Local Government Code, the Hays Caldwell Public Utility Agency(the"Agency")as a constituted authority and instrumentality and political subdivision of the State of Texas, was created by the Cities of Buda ("Budd'), Kyle ("Kyle") and San Marcos, Texas ("San Marcos"), each Texas home rule municipalities, and the Canyon Regional Water Authority ("Canyon Regional"), a conservation and reclamation district and political subdivision of the State of Texas created and existing pursuant to Article XVI, Section 59 of the Texas Constitution and Chapter 670,Acts of the 71St Legislature,Regular Session, 1989, as amended (collectively,the "Sponsors"or singularly, a"Sponsor"); WHEREAS, on June 15, 2017, by special act of the 85th Legislature, SB 1198 (the `Act') the Agency was converted to the Alliance Regional Water Authority, a conservation and reclamation district to accomplish the purposes set forth in the Act and of Article XVI, Section 59, Texas Constitution; WHEREAS, pursuant to the Authority Resolution (as defined herein), the Authority has approved the issuance of its Bond Anticipation Note (Regional Water Supply Contract Project), Series 2023 (the "Note") for the purpose of financing the project costs associated with the final phase of the Phase 1B Improvements Project(as defined herein) and the execution and delivery of this Agreement; and WHEREAS, the Purchaser hereby agrees to purchase the Note, and as a condition to such purchase, the Purchaser has required the Authority to enter into this Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, including the covenants, terms and conditions hereinafter contained, and to induce the Purchaser to purchase the Note,the Purchaser and the Authority agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. In addition to terms defined at other places in this Agreement, the following defined terms are used throughout this Agreement with the following meanings: "Act"has the meaning set forth in the recitals hereof. "affiliate" means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under common control with such Person. Without limiting the