NEW ISSUE – BOOK-ENTRY ONLY NOT RATED

In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions and assuming the
accuracy of certain representations and continuing compliance with certain covenants, the portion of the Base Rentals paid under the 2012A
Leases which is designated and paid as interest, as provided in the 2012A Leases, and received by the Owners of the Series 2012A Certificates
(the “Interest Portion”), is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of
the federal alternative minimum tax. Bond Counsel is also of the opinion that, under existing State of Colorado statutes, to the extent the Interest
Portion is excludable from gross income for federal income tax purposes, such Interest Portion is excludable from gross income for Colorado
income tax purposes and from the calculation of Colorado alternative minimum taxable income. For a more complete description of such
opinions of Bond Counsel, see “TAX MATTERS” herein.

$930,000
COLORADO DEVELOPMENT FINANCE CORPORATION (CDFC)
CDFC LEASE PURCHASE PROGRAM
CERTIFICATES OF PARTICIPATION
SERIES 2012A
Evidencing the Assignment of Undivided Interests in the Right to Receive
Certain Lease Revenues Payable by the Lessees Under
Certain Lease Purchase Agreements
Dated: Date of Delivery Due: July 15, shown on the inside cover
The Series 2012A Certificates are fully registered certificates executed and delivered by the Trustee in book-entry form only in
denominations of $5,000 or integral multiples thereof. The Series 2012A Certificates are to be registered in the name of Cede & Co., as nominee
of The Depository Trust Company (“DTC”), securities depository for the Series 2012A Certificates. Individual purchases are to be made in book
entry form in authorized denominations. Purchasers will not receive physical delivery of the Series 2012A Certificates. Capitalized terms not
otherwise defined on this cover page have the meanings set forth in this Official Statement.
Maturity, interest rate and other information for the Series 2012A Certificates is located on the inside cover of this Official Statement. Interest on
the Series 2012A Certificates is payable semiannually on January 15 and July 15, commencing July 15, 2013, to and including the maturity dates
shown on the inside cover, unless the Series 2012A Certificates are redeemed earlier.
The Series 2012A Certificates are subject to redemption prior to maturity as more fully described herein.
The Series 2012A Certificates are to be executed and delivered by the Trustee pursuant to a Master Indenture, as supplemented by a Series 2012A
Supplemental Indenture. The Master Indenture, as supplemented by the Series 2012A Supplemental Indenture and as further supplemented and
amended from time to time, is referred to as the “Indenture.” The Series 2012A Certificates are not the only certificates of participation to be
executed and delivered pursuant to the Indenture. The Series 2012A Certificates and additional series of certificates of participation executed and
delivered in the future pursuant to the Indenture and under the Program are referred to collectively as the “Certificates.”
The Series 2012A Certificates evidence undivided interests in the right to certain Lease Revenues under the 2012A Lease Purchase
Agreements between the Corporation, as lessor, and the 2012A Lessees, as lessees. The 2012A Lessees are to pay Base Rentals and certain other
Lease Revenues under the 2012A Leases, subject to the terms of the 2012A Leases. The 2012A Leases are all annually renewable lease
obligations of the 2012A Lessees.
The net proceeds of the Series 2012A Certificates are to be used to pay (1) the costs of certain governmental capital projects to be used by
the 2012A Lessees that constitute the 2012A Leased Property under the 2012A Leases and (2) the costs of execution and delivery of the Series
2012A Certificates.
The Series 2012A Certificates are payable solely from certain Lease Revenues that include (1) annually budgeted and appropriated Base
Rentals, Net Proceeds and any Purchase Option Prices paid by the individual 2012A Lessees under their respective 2012A Leases, (2) following
an Event of Nonappropriation and Nonrenewal or an Event of Default under any of the 2012A Leases, moneys received by the Trustee from the
sale or lease of the 2012A Leased Property or the exercise of other remedies under the related 2012A Lease, (3) any money and securities,
including investment income, held by the Trustee in certain funds established under the Indenture and (4) a Program Reserve Fund to be funded
over a period of time as described herein. Neither the 2012A Leases nor the Series 2012A Certificates constitute a general obligation or other
indebtedness of the 2012A Lessees. Neither the 2012A Leases nor the Series 2012A Certificates constitute a multiple fiscal year direct or
indirect debt or other financial obligation of the 2012A Lessees or obligate the 2012A Lessees to make any payments beyond those appropriated
for any fiscal year in which the related 2012A Lease is in effect. Any 2012A Lessee may choose not to renew, and therefore terminate its
obligations under, its 2012A Lease on an annual basis. In addition, following an Event of Nonappropriation and Nonrenewal or an Event of
Default under any of the 2012A Leases or under any of the other Leases entered into under the Program, the Series 2012A Certificates are subject
to Extraordinary Mandatory Series Redemption or Program Redemption, each under certain circumstances as described herein. See “RISKS
AND OTHER INVESTMENT CONSIDERATIONS.”
This cover page is not a summary of the Series 2012A Certificates. Investors should read this Official Statement in its entirety to make an
informed investment decision, giving particular attention to the section entitled “RISKS AND OTHER INVESTMENT CONSIDERATIONS.”
The Series 2012A Certificates are offered when, as and if delivered, subject to the approving opinion of Kutak Rock LLP, Denver, Colorado,
as Bond Counsel, and certain other conditions. Peck, Shaffer & Williams LLP, Denver, Colorado, in its capacity as Special Counsel for disclosure
purposes, has advised the Corporation concerning, and has assisted in the preparation of this Official Statement. Certain legal matters will be
passed upon for the Corporation by Stowe LLC, Denver, Colorado. Alex Brown Consulting, Englewood, Colorado, and North Slope Capital
Advisors, Denver, Colorado, have acted as financial advisors to the Program and the Corporation in connection with the offering and delivery of the
Series 2012A Certificates. Delivery of the Series 2012A Certificates through DTC is expected on or about December 27, 2012.

STIFEL NICOLAUS
Dated: December 18, 2012

Den 26125
 $930,000
COLORADO DEVELOPMENT FINANCE CORPORATION (CDFC)
CDFC LEASE PURCHASE PROGRAM
CERTIFICATES OF PARTICIPATION
SERIES 2012A
Evidencing the Assignment of Undivided Interests in the Right to Receive
Certain Lease Revenues Payable by the Lessees Under
Certain Lease Purchase Agreements

MATURITY SCHEDULE
(CUSIP 6-digit issuer number: 19645C)1

CUSIP1
Year Principal Interest Issue
(July 15) Amount Rate Price Number
2013 $140,000 1.15% 100% AA2
2014 135,000 1.65 100 AB0
2015 135,000 2.25 100 AC8
2016 65,000 2.50 100 AG9
2017 70,000 2.75 100 AD6
2018 70,000 3.00 100 AE4

$150,000 3.50% Term Certificates Due July 15, 2020 – Price 100%
CUSIP Issue Number: AH71

$165,000 4.00% Term Certificates Due July 15, 2022 – Price 100%
CUSIP Issue Number: AF11
1
CUSIP numbers have been assigned by an independent company not affiliated with the Underwriter, the Corporation or any
2012A Lessee and are included on this cover page solely for the convenience of the Owners of the Series 2012A Certificates.
None of the Underwriter, the Corporation or any 2012A Lessee makes any representation with respect to the accuracy of the
CUSIP numbers.
 USE OF INFORMATION IN THIS OFFICIAL STATEMENT

This Official Statement, which includes the cover page, inside front cover and the Appendices,
does not constitute an offer to sell or the solicitation of an offer to buy any of the Series 2012A
Certificates in any jurisdiction in which it is unlawful to make such offer, solicitation, or sale. No dealer,
salesperson, or other person has been authorized to give any information or to make any representations
other than those contained in this Official Statement in connection with the offering of the Series 2012A
Certificates, and if given or made, such information or representations must not be relied upon as having
been authorized by the Corporation or the Underwriter.

The information set forth in this Official Statement has been obtained from sources believed to be
reliable. No representation or warranty is made, however, as to the accuracy or completeness of
information received from parties other than the Corporation. In accordance with, and as part of, its
responsibilities to investors under federal securities laws as applied to the facts and circumstances of this
transaction, the Underwriter has reviewed the information in this Official Statement but does not
guarantee its accuracy or completeness. This Official Statement contains, in part, estimates and matters
of opinion which are not intended as statements of fact, and no representation or warranty is made as to
the correctness of such estimates and opinions, or that they will be realized.

The information, estimates, and expressions of opinion contained in this Official Statement are
subject to change without notice, and neither the delivery of this Official Statement nor any sale of the
Series 2012A Certificates shall, under any circumstances, create any implication that there has been no
change in the affairs of the Program, the Corporation or the 2012A Lessees or in the information,
estimates, or opinions set forth herein, since the date of this Official Statement.

The order and placement of materials in this Official Statement, including Appendices, are not to
be deemed a determination of relevance, materiality or importance, and this Official Statement, including
the Appendices, must be considered in its entirety. The captions and headings in this Official Statement
are for convenience only and in no way define, limit or describe the scope or intent, or affect the meaning
or construction, of any provisions of this Official Statement. The offering of the Series 2012A
Certificates is made only by means of this entire Official Statement.

The Trustee has not participated in the preparation of this Official Statement or any other
disclosure documents relating to the Series 2012A Certificates and does not have or assume any
responsibility as to the accuracy or completeness of any information contained in this Official Statement
or any other such disclosure documents.

This Official Statement has been prepared only in connection with the original offering of the
Series 2012A Certificates and may not be reproduced or used in whole or in part for any other purpose.

The Series 2012A Certificates have not been registered with the Securities and Exchange
Commission due to certain exemptions contained in the Securities Act of 1933, as amended. In making
an investment decision, investors must rely on their own examination of the 2012A Lessees, the Series
2012A Certificates and the terms of the offering, including the merits and risks involved. The Series
2012A Certificates have not been recommended by any federal or state securities commission or
regulatory authority, and the foregoing authorities have neither reviewed nor confirmed the accuracy of
this document.

THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS

EITHER IN BOUND PRINTED FORM (“ORIGINAL BOUND FORMAT”) OR IN ELECTRONIC
FORMAT. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS
ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL DIRECTLY FROM SUCH WEBSITE
AND UTILIZED IN SUCH FULLY PRINTED FORM.

i
 TABLE OF CONTENTS
Page
INTRODUCTION .................................................................................. 1
The Program ........................................................................................ 2
The 2012A Lessees and the 2012A Leased Property ......................... 2
The Series 2012A Certificates ............................................................ 3
Security and Sources of Payment ....................................................... 4
Legal and Tax Matters ........................................................................ 5
Continuing Disclosure......................................................................... 5
Additional Information ....................................................................... 6
Risks and Other Investment Considerations ....................................... 6
Forward Looking Statements .............................................................. 6
Miscellaneous...................................................................................... 6
THE PROGRAM .................................................................................... 6
Generally ............................................................................................. 6
The Corporation .................................................................................. 7
Sources and Uses of Funds ................................................................. 9
The 2012A Lessees and the 2012A Leased Property ......................... 9
THE SERIES 2012A CERTIFICATES.................................................. 9
Generally ............................................................................................. 9
DTC Book-Entry System .................................................................. 10
Additional Series of Certificates ....................................................... 10
Security ............................................................................................. 11
Redemption ....................................................................................... 12
Base Rentals ...................................................................................... 15
RISKS AND OTHER INVESTMENT CONSIDERATIONS ............ 16
Option to Renew the Leases Annually ............................................. 16
Effect of a Nonrenewal of a Lease or Event of Lease
Default ........................................................................................... 17
Enforceability of Remedies............................................................... 18
Effects on the Series 2012A Certificates of a Nonrenewal
Event.............................................................................................. 19
ii
Page
Insurance of the Leased Property ...................................................... 19
Actions Under the Leases .................................................................. 19
FORWARD-LOOKING STATEMENTS ............................................ 20
LITIGATION ........................................................................................ 20
TAX MATTERS ................................................................................... 20
General Matters ................................................................................. 20
Backup Withholding .......................................................................... 21
Changes in Federal and State Tax Law ............................................. 21
UNDERWRITING ................................................................................ 22
LEGAL MATTERS .............................................................................. 22
FINANCIAL ADVISORS .................................................................... 22
CONTINUING DISCLOSURE ............................................................ 22
MISCELLANEOUS .............................................................................. 23
APPENDICES:
A - THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE
MASTER INDENTURE AND THE 2012A
SUPPLEMENTAL INDENTURE .....................................A-1
B - FORM OF CONTINUING DISCLOSURE
AGREEMENT.................................................................... B-1
C - FORM OF BOND COUNSEL OPINION ............................. C-1
D - DTC BOOK-ENTRY SYSTEM ............................................D-1
E - PROGRAM PARTICIPATION PROCESS........................... E-1
F - SUMMARY OF CERTAIN PROVISIONS OF STATE
LAW APPLICABLE TO LESSEES .................................. F-1
G - THE 2012A LESSEES, THE 2012A LEASED
PROPERTY AND THE 2012A BASE RENTALS
PAYMENT SCHEDULES .................................................G-1
 OFFICIAL STATEMENT

$930,000
COLORADO DEVELOPMENT FINANCE CORPORATION (CDFC)
CDFC LEASE PURCHASE PROGRAM
CERTIFICATES OF PARTICIPATION
SERIES 2012A
Evidencing the Assignment of Undivided Interests in the Right to Receive
Certain Lease Revenues Payable by the Lessees Under
Certain Lease Purchase Agreements

INTRODUCTION

This Official Statement, including its cover page, inside front cover and appendices, provides
information in connection with the offering, sale, execution and delivery of CDFC Lease Purchase
Program Certificates of Participation, Series 2012A (the “Series 2012A Certificates”). The Series 2012A
Certificates are being executed and delivered by UMB Bank, n.a., Denver, Colorado, as trustee (the
“Trustee”) pursuant to a Master Trust Indenture (the “Master Indenture”) to be dated as of December 1,
2012, between Colorado Development Finance Corporation LLC (the “Corporation”) and the Trustee, as
supplemented and amended by a 2012A Supplemental Trust Indenture (the “2012A Supplemental
Indenture”) to be dated the date of delivery of the Series 2012A Certificates (the ”Closing Date”). The
Master Indenture, as supplemented and amended by the 2012A Supplemental Indenture and as further
supplemented and amended from time-to-time, is referred to as the “Indenture.” The Series 2012A
Certificates are not the only series of certificates of participation to be executed and delivered pursuant to
the Indenture. The Series 2012A Certificates and additional series of certificates of participation executed
and delivered in the future pursuant to the Indenture and the Colorado Development Finance Corporation
(CDFC) Lease Purchase Program (the “Program”) are referred to collectively as the “Certificates.” The
Series 2012A Certificates evidence undivided interests in the right to receive certain Lease Revenues
under the 2012A Lease Purchase Agreements (the “2012A Leases”) dated the date of delivery of the
Series 2012A Certificates between the Corporation, as lessor, and the 2012A Lessees as set forth in “THE
PROGRAM – 2012A Lessees and 2012A Leased Property,” as lessees.

Unless otherwise defined herein, capitalized terms used herein are defined in the forms of the
2012A Leases, the Master Indenture and the 2012A Supplemental Indenture set forth in full in
“APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND
THE 2012A SUPPLEMENTAL INDENTURE.”

This Official Statement contains information that either was not available or differs from that
contained in the Preliminary Official Statement dated December 10, 2012, including, without limitation,
the principal amount per maturity, interest rates, prices, CUSIP numbers and prior redemption provisions
of the Series 2012A Certificates, the estimated sources and application of the proceeds of the Series
2012A Certificates, the price paid by the Underwriter for the Series 2012A Certificates and other terms of
the Series 2012A Certificates that are dependent on these matters. Accordingly, prospective investors
should read this Official Statement in its entirety.

THE FOLLOWING INFORMATION IS QUALIFIED IN ITS ENTIRETY BY

REFERENCE TO THE DETAILED INFORMATION CONTAINED IN THIS OFFICIAL
STATEMENT. EACH PROSPECTIVE INVESTOR SHOULD READ THE OFFICIAL
STATEMENT IN ITS ENTIRETY.

1
The Program

The Program is being implemented in order to address a need for lower cost financings of smaller
capital projects, and, in particular, the acquisition of capital equipment, for Colorado governmental
entities, including municipalities (home rule and statutory cities and towns), counties, school districts,
special and library districts, the State of Colorado acting by and through its departments and certain types
of special purpose entities such as business improvement districts, etc., as well as enterprises of
governmental entities.

The Program is to be managed by the Corporation as the Program Administrator and Alex Brown
Consulting, Englewood, Colorado, and North Slope Capital Advisors, Denver, Colorado (collectively, the
“Financial Advisors”), who have developed the credit review process for the Colorado governmental
entities that are expected to be selected to be the Lessees under the Program. The Program Administrator
and the Financial Advisors are to provide on-going management of the Program, including management
of continuing disclosure undertakings.

The Program financings are intended to be multiple series of certificates of participation

financings over an on-going period of time described collectively as the “Certificates” and including the
2012A Certificates, under which various and multiple types of qualifying Colorado government entities,
as lessees described collectively as the “Lessees” and including the 2012A Lessees, are expected to enter
into separate lease purchase agreements described collectively as the “Leases” and including the 2012A
Leases with the Corporation, as lessor. As these multiple, separate Leases are grouped together, the
Corporation is expected to enter into supplemental indentures under the Master Indenture for the
execution and delivery of multiple series of certificates of participation to lease purchase finance the then
current group of capital projects. The Master Indenture, as supplemented and amended from time-to-time
by supplemental indentures, including the 2012A Supplemental Indenture, is referred to as the
“Indenture.”

The leased property to be included in the Program is to (1) either be acquired by the Corporation
(generally the case if the Leased Property is to be capital equipment) or leased by the Lessee, as lessor, to
the Corporation under a site lease agreement (generally the case if the Leased Property is to constitute a
leasehold interest in real property) and (2) leased by the Corporation to the Lessees included in the
Program, pursuant to the Leases. The Leases are expected to be entered into under the Program by the
Lessees in order to fund governmental or proprietary capital projects (the “Projects”), however, these
Projects may or may not constitute the Leased Property under the Leases.

See “THE PROGRAM,” “APPENDIX E – PROGRAM PARTICIPATION PROCESS” and

“APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO
LESSEES” for additional information regarding the Program.

The 2012A Lessees and the 2012A Leased Property

On the date of execution and delivery of the Series 2012A Certificates, the Corporation, as lessor,
is to enter into each of the 2012A Leases with each of the 2012A Lessees, as separate and independent
lessees. Under the Program, the Projects to be financed pursuant to the Leases may be, but are not
required to be, the Leased Property under the Leases. The 2012A Projects constitute the 2012A Leased
Property. The 2012A Leased Property and the 2012A Lessees are described under “THE PROGRAM –
The 2012A Lessees and the 2012A Leased Property” and “APPENDIX G – THE 2012A LESSEES, THE
2012A LEASED PROPERTY AND THE 2012A BASE RENTALS PAYMENT SCHEDULES.” Each
of the 2012A Lessees agrees to cause the 2012A Leased Property to be acquired by the Corporation. See
also “APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE
AND THE 2012A SUPPLEMENTAL INDENTURE.”

2
 At any time during the related Lease Term, a 2012A Lessee may elect to prepay Base Rentals
under its 2012A Lease and purchase the related 2012A Leased Property for an amount specified in its
2012A Lease (the “Purchase Option Price”). The purchased 2012A Leased Property will thereupon be
conveyed to the related 2012A Lessee and released from the lien of the Indenture. See “APPENDIX A –
THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A
SUPPLEMENTAL INDENTURE” for a description of the Purchase Option Price under each 2012A
Lease.

The 2012A Leases and each respective 2012A Lessee’s obligations thereunder do not constitute a
mandatory charge or requirement of each 2012A Lessee in any Fiscal Year beyond the then current Fiscal
Year, do not constitute or give rise to a general obligation or other indebtedness of each 2012A Lessee
within the meaning of any constitutional, statutory or home rule charter debt limitation and do not
constitute a multiple fiscal year direct or indirect debt or other financial obligation whatsoever. No
2012A Lessee is under any obligation whatsoever to exercise its option to purchase the related 2012A
Leased Property. The execution and delivery by the Trustee of the Series 2012A Certificates does not
directly or indirectly obligate the related 2012A Lessee to renew its 2012A Lease from Fiscal Year to
Fiscal Year or to make any payments beyond those budgeted and appropriated for the related 2012A
Lessee’s then current Fiscal Year. Each 2012A Lessee may determine to not renew, and therefore
terminate its obligations under, its 2012A Lease on an annual basis by failing to specifically appropriate
moneys sufficient to pay all Base Rentals and reasonably estimated Additional Rentals for the ensuing
Fiscal Year (an “Event of Nonappropriation and Nonrenewal”).

Each 2012A Lease is an “absolute net lease,” and, subject to the annual budget and appropriation
requirements thereof, each 2012A Lessee is required to pay the Base Rentals, Additional Rentals and all
expenses of, or other payments in respect of, the related 2012A Leased Property as required to be paid by
the 2012A Lessee under its related 2012A Lease, for which a specific appropriation has been effected by
such 2012A Lessee for such purpose, free of any deductions, without abatement, deduction or setoff
(other than credits against Base Rentals expressly provided for in the related 2012A Lease). Each 2012A
Lessee may, however, terminate its 2012A Lease upon the occurrence of certain events of casualty or loss
of title or use of the related 2012A Leased Property as described in each 2012A Lease as set forth in
“APPENDIX A - THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND
THE 2012A SUPPLEMENTAL INDENTURE.”

The Series 2012A Certificates

Authorization and Purpose. The Series 2012A Certificates are being executed and delivered
pursuant to the Indenture. The Master Indenture and the 2012A Supplemental Indenture are set forth in
“APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND
THE 2012A SUPPLEMENTAL INDENTURE. “

Proceeds from the sale of the Series 2012A Certificates are being used to (1) finance the costs of
the 2012A Projects to be used by the 2012A Lessees and (2) pay the costs of execution and delivery of the
Series 2012A Certificates. See “THE PROGRAM – Sources and Uses of Funds” for a description of the
estimated uses of proceeds of the Series 2012A Certificates.

General Terms. The Series 2012A Certificates are to be dated their date of execution and
delivery and bear interest, mature and be subject to redemption prior to maturity under certain
circumstances as described herein under “THE SERIES 2012A CERTIFICATES – Redemption.”

Book-Entry Only System; Authorized Denominations. The Series 2012A Certificates are to be
executed and delivered in fully registered form, in Authorized Denominations of $5,000 or integral
multiples thereof, and ownership interests therein (“Beneficial Ownership Interests”) are in non-

3
certificated book-entry only form. See “THE SERIES 2012A CERTIFICATES – DTC Book-Entry
Form” and “APPENDIX D – DTC BOOK-ENTRY SYSTEM.”

Additional Certificates. The Master Indenture permits the execution and delivery of additional
series of Certificates without notice to or approval of the owners of the Outstanding Series 2012A
Certificates, as directed by the Corporation and upon satisfaction of certain conditions, all as provided in
the Master Indenture. For a description of these conditions, see “THE SERIES 2012A CERTIFICATES
– Additional Series of Certificates” and “APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE,
THE MASTER INDENTURE AND THE 2012A SUPPLEMENTAL INDENTURE.”

Security and Sources of Payment

The Series 2012A Certificates are payable solely from annually appropriated Base Rentals, other
Lease Revenues received by the Trustee pursuant to the 2012A Leases and other moneys in the Trust
Estate in accordance with the terms of the Indenture. See “THE SERIES 2012A CERTIFICATES –
Security.” The 2012A Leases provide that the obligation of each 2012A Lessee to pay Base Rentals and
Additional Rentals during each respective Lease Term, subject only to the other terms of each respective
2012A Lease, is absolute and unconditional and cannot be abated or offset for any reason related to the
2012A Leased Property and that, notwithstanding any dispute between the Corporation, as lessor, and a
2012A Lessee or between the Corporation, as lessor, or a 2012A Lessee and any other person relating to
the respective 2012A Leased Property, the 2012A Lessees during each respective Lease Term, are to pay
all Base Rentals and Additional Rentals when due; the 2012A Lessees cannot withhold any Base Rentals
or Additional Rentals payable during each respective Lease Term pending final resolution of such dispute
and cannot assert any right of set-off or counterclaim against its obligation to pay Base Rentals or
Additional Rentals, however, the payment of any Base Rentals or Additional Rentals does not constitute a
waiver by a 2012A Lessee of any rights, claims or defenses which a 2012A Lessee may assert and no
action or inaction on the part of the Trustee affects a 2012A Lessee’s obligation to pay Base Rentals or
Additional Rentals during each respective Lease Term.

The 2012A Leases provide that an Event of Nonappropriation and Nonrenewal is deemed to have
occurred on the last day of any Fiscal Year if the governing body of a 2012A Lessee has, on such date,
failed, for any reason, to appropriate sufficient amounts authorized and directed to be used to pay all Base
Rentals scheduled to be paid and all Additional Rentals estimated to be payable in the next ensuing Fiscal
Year.

If an Event of Nonappropriation and Nonrenewal or an Event of Default has occurred under a

2012A Lease, the Trustee may exercise any of the remedies described in such 2012A Lease, including the
sale or lease of the Corporation’s interest in the related 2012A Leased Property. The net proceeds from the
exercise of such remedies are to be applied toward the pro rata payment of the Series 2012A Certificates
under certain circumstances and to the pro rata payment of all Outstanding Certificates under certain other
circumstances. See “THE SERIES 2012A CERTIFICATES – Redemption – Extraordinary Mandatory
Series Redemption – Program Redemption” and the remedies of the Trustee under the 2012A Leases as set
forth in “APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE
AND THE 2012A SUPPLEMENTAL INDENTURE.”

The Series 2012A Certificates are payable solely from certain Lease Revenues that include (1)
annually budgeted and appropriated Base Rentals, Net Proceeds and any Purchase Option Prices paid by
the individual 2012A Lessees under their respective 2012A Leases, (2) following an Event of
Nonappropriation and Nonrenewal or an Event of Default under any of the 2012A Leases, moneys
received by the Trustee from the sale or lease of the 2012A Leased Property or the exercise of other
remedies under the related 2012A Lease, (3) money and securities, including investment income, held by
the Trustee in certain funds established under the Indenture and (4) a Program Reserve Fund to be funded

4
over a period of time as described herein. Neither the 2012A Leases nor the Series 2012A Certificates
constitute a general obligation or other indebtedness of the 2012A Lessees. Neither the 2012A Leases nor
the Series 2012 Certificates constitute a multiple fiscal year direct or indirect debt or other financial
obligation of the 2012A Lessees or obligate the 2012A Lessees to make any payments beyond those
appropriated for any Fiscal Year in which the related 2012A Lease is in effect. Any 2012A Lessee may
choose not to renew, and therefore terminate its obligations under, its 2012A Lease on an annual basis. In
addition, the Series 2012A Certificates are subject to Program Redemption following an Event of
Nonappropriation and Nonrenewal or an Event of Default under any of the 2012A Leases or under any of
the other Leases entered into under the Program under certain circumstances as described under “THE
SERIES 2012A CERTIFICATES – Redemption – Extraordinary Mandatory Series Redemption –
Program Redemption.” See also “RISKS AND OTHER INVESTMENT CONSIDERATIONS.”

Each Lessee under the Program, including each 2012A Lessee, is to be obligated to pay an annual
reserve fund fee, either as an Additional Rental or as may otherwise be set forth under its related Lease in
order to provide a Program Reserve Fund over a period of time for the Program. The amount of the
Reserve Fee under each Lease, including each 2012A Lease, is to be 25 basis points of the outstanding
principal amount of each Lease. The moneys in the Program Reserve Fund are to be used in connection
with the remedies and redemptions that are to occur following an Event of Nonappropriation and
Nonrenewal or an Event of Default under any of the 2012A Leases or under any of the other Leases
entered into under the Program. See “THE PROGRAM – Generally.”

Legal and Tax Matters

All legal matters incident to the validity and enforceability of the Series 2012A Certificates and
the excludability of the Interest Portion from gross income for federal income tax purposes are to be
passed upon by Kutak Rock LLP, Denver, Colorado, as Bond Counsel, who will deliver its opinion on the
Closing Date in substantially the form appended to this Official Statement. Peck, Shaffer &
Williams LLP, Denver, Colorado, in its capacity as Special Counsel for disclosure purposes, has advised
the Corporation concerning, and assisted in the preparation of, this Official Statement. Certain legal
matters will be passed upon for the Corporation by Stowe LLC, Denver, Colorado. See “LEGAL
MATTERS.”

In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions,
(1) the Interest Portion is excludable from gross income for federal income tax purposes, (2) such Interest
Portion is not a specific preference item for purposes of the federal alternative minimum tax and, (3) to
the extent the Interest Portion is excludable from gross income for federal income tax purposes, such
Interest Portion is excludable from gross income for Colorado income tax purposes and from the
calculation of Colorado alternative minimum taxable income, all subject to the qualifications described in
“TAX MATTERS” below. See also “APPENDIX C – FORM OF BOND COUNSEL OPINION.”

Continuing Disclosure

Although Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (“Rule 15c2-12”), which prohibits underwriters from purchasing or
selling certain municipal securities unless the issuers of those securities or an obligated person for whom
financial or operating data is presented in the final official statement agree to provide continuing
disclosure information for the benefit of the owners of those securities does not apply to the Series 2012A
Certificates because of the aggregate principal amount of the Series 2012A Certificates, the Corporation
and the Trustee will nevertheless deliver a Continuing Disclosure Agreement in which the Corporation
will agree to provide or cause to be provided certain Annual Financial Information and to provide notices
of occurrence of certain enumerated events. See “CONTINUING DISCLOSURE” and “APPENDIX B –
FORM OF CONTINUING DISCLOSURE AGREEMENT” for a description of the nature of the Annual

5
Financial Information and the notices of certain enumerated events to be provided and other terms of the
Continuing Disclosure Agreement.

Additional Information

Brief descriptions of the Corporation, the 2012A Lessees, the 2012A Leased Property, the Series
2012A Certificates, and certain other matters are included in this Official Statement and the 2012A
Leases, the Master Indenture and the 2012A Supplemental Indenture are set forth in full in APPENDIX
A. The descriptions of the documents, statutes, reports or other instruments included herein do not
purport to be comprehensive or definitive and are qualified in their entirety by reference to each such
document, statute, report or other instrument.

Risks and Other Investment Considerations

The purchase and ownership of Beneficial Ownership Interests in the Series 2012A Certificates
involve investment risk. Prospective purchasers are urged to read this Official Statement in its entirety
giving particular attention to the matters discussed under “RISKS AND OTHER INVESTMENT
CONSIDERATIONS.”

Forward Looking Statements

This Official Statement contains statements relating to future results that are “forward looking
statements” as defined in the federal Private Securities Litigation Reform Act of 1995. When used in this
Official Statement, the words “estimate,” “anticipate,” “forecast,” “project,” “intend,” “propose,” “plan,”
“expect,” “assume” and similar expressions identify forward looking statements. Such statements are
subject to risks and uncertainties that could cause actual results to differ materially from those
contemplated in such forward looking statements. See “FORWARD LOOKING STATEMENTS.”

Miscellaneous

The cover page, prefatory information and appendices to this Official Statement are integral parts
hereof and must be read together with all other parts of this Official Statement.

Information contained in this Official Statement has been obtained from sources believed to be
reliable. The information herein is subject to change without notice, and neither the delivery of this
Official Statement nor any sale made hereunder shall, under any circumstances, create an implication that
there has been no change in the affairs of the Corporation, the Program or the Series 2012A Lessees since
the date hereof. So far as any statements made in this Official Statement involve matters of opinion,
forecasts, projections or estimates, whether or not expressly stated, they are set forth as such and not as
representations of fact.

This Official Statement is not to be construed as a contract or agreement between any party and
the registered owners (the “Registered Owners”) or Beneficial Owners as such term is defined in “THE
SERIES 2012A CERTIFICATES – DTC Book-Entry Form” (collectively, the “Owners”) of the Series
2012A Certificates.

THE PROGRAM

Generally

The Program is being implemented in order to address a need for lower cost financings of smaller
capital projects, and, in particular, capital equipment, for Colorado governmental entities, including home

6
rule and statutory municipalities (cities and towns), counties, school districts and special and library
districts, the State of Colorado acting by and through its departments, and certain types of special purpose
entities such as business improvement districts, etc., as well as enterprises of governmental entities. The
Program is expected to secure participation by governmental entities seeking to finance a project that is
less than an amount typically funded by a “stand alone” transaction, but which a participant wants to fund
over a period in excess of a single fiscal year

The Program is to be managed by the Corporation as the Program Administrator and the
Financial Advisors who have developed the credit review process for the Colorado governmental entities
that are selected to be the Lessees under the Program. The Program Administrator and the Financial
Advisors are to provide on-going management of the Program, including management of continuing
disclosure undertakings. See “CONTINUING DISCLOSURE,” “APPENDIX B – FORM OF
CONTINUING DISCLOSURE AGREEMENT” and “APPENDIX E – PROGRAM PARTICIPATION
PROCESS.”

Under the Program multiple series of Certificates are to be executed and delivered by the Trustee
over an on-going period of time, evidencing certain Lease Revenues under Leases with various and
multiple types of qualifying Colorado governmental entities; as separate and independent lessees, and the
Corporation, as lessor. As these multiple, separate Leases are grouped together, the Corporation is
expected to enter into supplemental indentures under the Master Indenture for the execution and delivery
of multiple series of Certificates to lease purchase finance the then current group of Projects.

Each Lessee under the Program is to be obligated to pay an annual reserve fund fee either as an
Additional Rental or as may otherwise be set forth under its related Lease in order to provide a Program
Reserve Fund over a period of time for the Program. The amount of the Reserve Fee under each Lease is
to be 25 basis points of the outstanding principal amount of each Lease. The moneys in the Program
Reserve Fund are to be used in connection with the remedies and redemptions that are to occur following
an Event of Nonappropriation and Nonrenewal or an Event of Default under any of the Leases entered
into under the Program. The Program Reserve Fund has been created under the Master Indenture but is
currently unfunded. See “THE SERIES 2012A CERTIFICATES – Redemption – Extraordinary
Mandatory Series Redemption – Program Redemption” and “APPENDIX A – THE 2012A-1 LEASE,
THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A SUPPLEMENTAL
INDENTURE.”

The Corporation

Corporation created by CAFCo. The Corporation is a Colorado limited liability company, the
sole member of which is Capital Asset Finance Corporation (“CAFCo”), a Colorado nonprofit
corporation and an Internal Revenue Code Section 501(c)(3) organization, formed for the sole purpose of
managing the Program. CAFCo is a Colorado nonprofit corporation formed in 1995 and a "501(c)(3)
organization" designated as such under the Internal Revenue Code. CAFCo is a charitable organization
created for charitable, scientific, literary and educational purposes within the meaning of and pursuant to
Internal Revenue Code Section 501(c)(3), including (without limitation) lessening the burdens of
government and engaged principally in the business of funding and operating public and semi-public
governmental buildings and works.

Board of Directors of CAFCo. CAFCo’ s Board of Directors consists of three members. The
individuals serving are:

Raymond A. Bullock, Director and President - most recently retired as Executive Vice President
of DTC/Meridian (Shea Properties). Mr. Bullock received a B.S. in Civil Engineering from Clemson
University in 1962 and a Masters of Public Works Administration from the University of Pittsburgh in
1969. Mr. Bullock has an extensive background in both local government and special district

7
administration in Colorado along with his expertise in real estate development. Prior to coming to DTC
more than 25 years ago, Mr. Bullock was Chief of Staff for the Mayor of Salt Lake City, Utah.

William O. Lamm, Esq., Director and Secretary/Treasurer - received B.S. from St. Louis
University after also attending the University of Notre Dame; received J.D. from the University of
Denver, 1959. Mr. Lamm began his career in the Office of the City Attorney, City and County of Denver
(1962) and retired after 30 years of practice specializing in the area of public law and finance as a
principal of the firm of Lamm Edstrom Falacienski Jordan and Bieber P.C., in Denver, Colorado. Mr.
Lamm is presently a member of the Board of Directors and Vice President of the Estes Valley Land Trust,
in Estes Park, Colorado.

J. Wallace Wortham, Jr., Esq., Director and Vice President - most recently retired as City
Attorney for the City of Denver, Colorado. Mr. Wortham was commissioned as an officer in the United
States Air Force in 1963 serving tours in Florida, Colorado and Turkey until his discharge as a Captain in
1968. Mr. Wortham received an M.B.A. from the University of Wisconsin in 1970 and was the manager
of Corporate Training and Development for the Samsonite Corporation. Mr. Wortham received a Juris
Doctorate from the University of Colorado in 1974. Prior to starting his own law practice, Mr. Wortham
was Professor of Business at Metropolitan State College, Denver, Colorado.

Management of Corporation. The day-to-day management of the Corporation is performed by

the Executive Director of CAFCo:

Erick D. Stowe, Esq., Executive Director - Received his B.S. from Purdue University in 1970 and
his J.D. from the University of Denver, College of Law, 1974. Mr. Stowe was admitted to the Colorado
Bar in 1974, the Wyoming Bar in 1977, the Arizona and Wisconsin Bars in 2011 and appropriate Federal
Bars in 1974. Mr. Stowe's legal practice (Stowe LLC) has been concentrated in the areas of local
government law and tax-exempt financing, including traditional governmental bonds, refunding bonds,
tax, revenue and bond anticipation notes and tax-exempt leases, including certificates of participation,
private activity bonds, including industrial and commercial development revenue bonds, exempt facility
revenue bonds (e.g., sewage and solid waste disposal revenue bonds), higher education and health care
revenue bonds and multi-family housing revenue bonds. Mr. Stowe assisted the original incorporators
since 1995 in establishing CAFCo as a Colorado nonprofit corporation and Code Section 501(c)(3)
organization and has managed CAFCo since its inception.

In its 17 years of service to the state and local governments, CAFCo has facilitated projects for
five Colorado counties, including Adams County (2 projects), Clear Creek County (2 projects), Douglas
County (3 projects), Montrose County (1 project) and Summit County (1project), four Colorado
municipalities, including the City of Brighton (1 project), the City and County of Denver (4 projects), the
City of Loveland (1 project) and the City of Thornton (2 projects), plus a project for the Commonwealth
of Pennsylvania and a project for the City of Indianapolis, Indiana. In addition, CAFCo has served as
lessor for numerous governmental leases of under $1 million each. In the vast majority of projects,
CAFCo has created either a sole purpose statutory trust or single member limited liability company to
own title to the various projects and serve as lessor under the related leases.

Assignment of Corporation’s Rights under 2012A Leases. The Corporation has entered into the
Indenture with the Trustee and the 2012A Leases with the 2012A Lessees. It is expected that the
Corporation will enter into future supplemental indentures to the Master Indenture to provide for the
execution and delivery of future series of Certificates, and if necessary, amendments to the Indenture in
order to facilitate the Program, and future Leases with other Lessees. The Corporation has assigned all of
its rights and interest under the 2012A Leases to the Trustee for the benefit of the registered owners of the
Certificates as provided in the Indenture. The Corporation is not liable for the payment of Base Rentals
or Additional Rentals, and the Owners of the Certificates may not look to the Corporation for any

8
payments of the Certificates, including the Series 2012A Certificates, or for any other payments relating
to the Leases, including the 2012A Leases. The rights and benefits of the Certificates, including the
Series 2012A Certificates, and the Owners thereof are further limited to those described in the Indenture.

Sources and Uses of Funds

The sources and uses of funds relating to the Series 2012A Certificates are set forth in the
following table.

SOURCES OF FUNDS:
Principal amount of Series 2012A Certificates ...... $930,000
TOTAL SOURCES OF FUNDS ..................... $930,000

USES OF FUNDS:
Deposit to Series 2012A Project Accounts ............ $899,559
Costs of execution and delivery1 ............................ 30,441
TOTAL USES OF FUNDS ............................. $930,000
1
Includes Underwriter’s fees, legal fees, financial advisors’ fees, Program management fees and other costs of execution and delivery of the
Series 2012A Certificates. See also “UNDERWRITING.”

The 2012A Lessees and the 2012A Leased Property

The following table describes the 2012A Lessees and the 2012A Leased Property which are the
subject of each 2012A Lease.

2012A Lessees and 2012A Leased Property

Acquisition
2012A Lessees 2012A Leased Property Description Price
City and County of Denver (“Denver”) Fitness Equipment for Recreation Centers $199,559
Evans Fire Protection District (“Evans Fire”) Pumper Fire Truck 700,000
Total: $899,559

Under the 2012A Leases, each 2012A Lessee agrees to acquire, install and use the respective
2012A Leased Property in a manner that satisfies the restrictions of the Code and the 2012A Leases. See
“THE SERIES 2012A CERTIFICATES – Security” and “RISKS AND OTHER INVESTMENT
CONSIDERATIONS.”

The Base Rentals under each 2012A Lease are set forth separately under “THE SERIES 2012A
CERTIFICATES – Base Rentals” and under “APPENDIX G – THE 2012A LESSEES, THE 2012A
LEASED PROPERTY AND THE 2012A BASE RENTALS PAYMENT SCHEDULES.”

THE SERIES 2012A CERTIFICATES

Generally

The Series 2012A Certificates will be dated as their date of execution and delivery and will
mature and bear interest (calculated based on a 360-day year of twelve 30-day months) payable on
July 15, 2013, and semiannually thereafter on January 15 and July 15 of each year and as further
described on the inside cover page of this Official Statement. Principal and premium, if any, is payable
when due upon surrender of the Series 2012A Certificates at the office of the Trustee. The Series 2012A

9
Certificates are to be executed and delivered as fully registered certificates in the denomination of $5,000
or any integral multiple thereof.

DTC Book-Entry System

The Series 2012A Certificates are to be executed and delivered in fully registered form and
registered initially in the name of Cede & Co., as nominee of The Depository Trust Company, New York,
New York (“DTC”), which will serve as securities depository for the Series 2012A Certificates.
Beneficial Ownership Interests in the Series 2012A Certificates, in non-certificated book-entry only form,
may be purchased in Authorized Denominations of $5,000 or any integral multiple thereof by or through
participants in the DTC system (“DTC Participants”). Beneficial Ownership Interests will be recorded in
the name of the purchasers thereof (the “Beneficial Owners”) on the books of the DTC Participants from
whom they are acquired, and transfers of such Beneficial Ownership Interests will be accomplished by
entries made on the books of the DTC Participants acting on behalf of the Beneficial Owners. References
herein to the Owners of the Certificates mean Cede & Co. or such other nominee as may be designated by
DTC, and not the Beneficial Owners. For a more detailed description of the DTC book-entry system, see
“APPENDIX D – DTC BOOK-ENTRY SYSTEM.”

Principal and interest payments with respect to the Series 2012A Certificates are payable by the
Trustee, as paying agent for the Series 2012A Certificates, to Cede & Co., as the Owner of the Series
2012A Certificates, for subsequent credit to the accounts of the Beneficial Owners as discussed in
“APPENDIX D – DTC BOOK-ENTRY SYSTEM.”

None of the Trustee, the Financial Advisors, the Underwriter, the Corporation or the Series
2012A Lessees has any responsibility or obligation to any Beneficial Owner with respect to (1) the
accuracy of any records maintained by DTC or any DTC Participant, (2) the distribution by DTC or any
DTC Participant of any notice that is permitted or required to be given to the Owners of the Series 2012A
Certificates under the Indenture, (3) the payment by DTC or any DTC Participant of any amount received
under the Indenture with respect to the Series 2012A Certificates, (4) any consent given or other action
taken by DTC or its nominee as the Owner of the Series 2012A Certificates or (5) any other related
matter.

Additional Series of Certificates

So long as no Event of Nonappropriation and Renewal or Event of Default has occurred and is
continuing under any Lease in the Program, one or more series of Certificates may be executed and
delivered as directed by the Corporation, without the consent of owners of outstanding Certificates, upon
the terms and conditions as provided in the Master Indenture. Additional Series of Certificates may be
executed and delivered only upon satisfaction of each of the following conditions:

(1) The Trustee has received a form of Supplemental Indenture that specifies the
following: (a) the Series designation, the aggregate principal amount, the Authorized
Denominations, the dated date, the maturity dates, the interest rates, if any, the redemption
provisions, if any, the form and any variations from the terms set forth in the Master Indenture
with respect to such Series of Certificates; and (b) any other provisions deemed by the Trustee
and the Corporation to be advisable or desirable and that do not violate and are not in conflict
with the Master Indenture or any previous Supplemental Indenture.

(2) The Trustee has received forms of the new Series Leases and other related
documents.

10
 (3) If the proceeds of such series of Certificates are to be used to defease
Outstanding Certificates pursuant to the Master Indenture, the Trustee shall have received a form
of a defeasance escrow agreement and the other items required by the Master Indenture.

(4) The Corporation has certified to the Trustee that the value of the Leased Property
under all of the Series Leases (based and in reliance upon certifications of each of the Lessees
under each of the Series Leases) after the execution and delivery of the new Series of Certificates
is at least equal to the principal amount of the Certificates that will be outstanding after the
execution and delivery of such Series.

(5) The Corporation has directed the Trustee in writing as to the delivery of the
series of Certificates and the application of the proceeds of the series of Certificates, including,
but not limited to, the amount to be deposited into the Project Account established for each
Lessee, the amount, if any, of any investment earnings for each Project Account, the amount to be
deposited into the Costs of Issuance Account and, if proceeds of such Series of Certificates are to
be used to defease Outstanding Certificates pursuant to the Master Indenture, the amount to be
deposited into the defeasance escrow account established pursuant to the Master Indenture.

(6) The Trustee has received a written opinion of Bond Counsel to the effect that
(a) the Certificates of such series have been duly authorized, executed and delivered pursuant to
the Master Indenture and the Supplemental Indenture executed and delivered in connection with
the execution and delivery of such series of Certificates and will not adversely affect the
exclusion from gross income for federal income tax purposes of interest on any Outstanding
Certificates, and (b) the execution, sale and delivery of the series of Certificates will not constitute
an Event of Default or cause any violation of the covenants set forth in the Master Indenture.

Each Certificate of a Series of Certificates executed and delivered pursuant to the Indenture is to
evidence an undivided interest in the right to receive Lease Revenues and be payable without preference,
priority or distinction of any Certificate of a Series of Certificates over any other Certificate of a Series of
Certificates.

Security

The Series 2012A Certificates are payable solely from annually appropriated Base Rentals, other
Lease Revenues received by the Trustee pursuant to the 2012A Leases and other moneys in the Trust
Estate in accordance with the terms of the Indenture. Each of the 2012A Leases provides that the
obligation of each 2012A Lessee to pay Base Rentals and Additional Rentals during each respective
Lease Term, subject only to the other terms of the 2012A Leases, is absolute and unconditional and
cannot be abated or offset for any reason related to the 2012A Leased Property and that, notwithstanding
any dispute between the Corporation and a 2012A Lessee or between the Corporation or a 2012A Lessee
and any other Person relating to the 2012A Leased Property, the 2012A Lessees, during each respective
Lease Term, are required to pay all Base Rentals and Additional Rentals when due; the 2012A Lessees
cannot withhold any Base Rentals or Additional Rentals payable during each respective Lease Term
pending final resolution of such dispute and cannot assert any right of set-off or counterclaim against its
obligation to pay Base Rentals or Additional Rentals, however, the payment of any Base Rentals or
Additional Rentals does not constitute a waiver by a 2012A Lessee of any rights, claims or defenses
which a 2012A Lessee may assert; and no action or inaction on the part of the Trustee affects a 2012A
Lessee’s obligation to pay Base Rentals or Additional Rentals during each respective Lease Term.

Each of the 2012A Leases provides that an Event of Nonappropriation and Nonrenewal is deemed
to have occurred on the last day of any Fiscal Year if the governing body of the 2012A Lessee has, on
such date, failed, for any reason, to appropriate sufficient amounts authorized and directed to be used to

11
pay all Base Rentals scheduled to be paid and all Additional Rentals estimated to be payable in the next
ensuing Fiscal Year.

If an Event of Nonappropriation and Nonrenewal has occurred, the Trustee may exercise any of
the remedies described in the 2012A Leases, including the sale or lease of the Trustee’s interest in the
Leased Property. The net proceeds from the exercise of such remedies are to be applied toward the pro rata
payment of the Series 2012A Certificates under certain circumstances and to the pro rata payment of all
Outstanding Certificates under certain other circumstances. See “Redemption – Extraordinary Mandatory
Series Redemption – Program Redemption” below and for a description of the Trustee’s remedies under each
of the 2012A Leases see the 2012A Leases and the Master Indenture set forth in “APPENDIX A – THE
2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A
SUPPLEMENTAL INDENTURE.”

The Series 2012A Certificates are payable solely from certain Lease Revenues that include (1)
annually budgeted and appropriated Base Rentals, Net Proceeds and any Purchase Option Prices paid by
the individual 2012A Lessees under their respective 2012A Leases, (2) following an Event of
Nonappropriation and Nonrenewal or an Event of Default under any of the 2012A Leases, any moneys
received by the Trustee from the sale or lease of the 2012A Leased Property or the exercise of other
remedies under the related 2012A Lease, (3) money and securities, including investment income, held by
the Trustee in certain funds established under the Indenture and (4) a Program Reserve Fund (currently
unfunded) to be funded over a period of time as described under “THE PROGRAM – Generally.”
Neither the 2012A Leases nor the Series 2012A Certificates constitute a general obligation or other
indebtedness of the 2012A Lessees. Neither the 2012A Leases nor the Series 2012A Certificates
constitute a multiple fiscal year direct or indirect debt or other financial obligation of the 2012A Lessees
or obligate the Lessees 2012A to make any payments beyond those appropriated for any Fiscal Year in
which the related 2012A Lease is in effect. Any 2012A Lessee may choose not to renew, and therefore
terminate its obligations under, its 2012A Lease on an annual basis. In addition, the Series 2012A
Certificates are subject to Program Redemption following an Event of Nonappropriation and Nonrenewal
or an Event of Default under any of the 2012A Leases or under any of the other Leases entered into under
the Program under certain circumstances as described below under “Redemption – Extraordinary
Mandatory Series Redemption – Program Redemption.” See “RISKS AND OTHER INVESTMENT
CONSIDERATIONS.”

Redemption

Extraordinary Mandatory Series Redemption. The Series 2012A Certificates are subject to
Extraordinary Mandatory Series Redemption upon the occurrence of an Event of Nonappropriation and
Nonrenewal or an Event of Default under any 2012A Lease (a “Defaulting 2012A Lease”).

Upon notice of any Defaulting 2012A Lease, the Trustee is to first exercise the remedies
described in the Indenture to recover amounts sufficient to fully redeem or pay the remaining Base
Rentals due with respect to the Series 2012A Certificates as soon as practicable. Within 365 days (or
such longer time period with the consent of the Owners of not less than a majority in aggregate principal
amount of the Series 2012A Certificates then outstanding) of an Event of Nonappropriation and
Nonrenewal or an Event of Default under any 2012A Lease, the Trustee is to send notice of an
Extraordinary Mandatory Series Redemption of as many Series 2012A Certificates as possible with
amounts recovered pursuant to its exercise of remedies described in the Indenture and from amounts, if
any, in the Program Reserve Fund. If amounts recovered are sufficient to redeem 90% or more of the
Principal Portion of the Defaulting 2012A Lease, then the Series 2012A Certificates are to be redeemed
and cancelled and no Program Redemption as described below is to be undertaken under the Indenture.

If the Series 2012A Certificates are determined to be subject to Extraordinary Mandatory Series
Redemption, the Series 2012A Certificates are to be called for redemption in whole, in Authorized

12
Denominations, at a redemption price equal to the lesser of (a) the principal amount of the Series 2012A
Certificates, plus accrued interest to the redemption date (without any premium); or (b) the sum of (1) the
amount, if any, received by the Trustee or the Corporation from the exercise of remedies under the
Defaulting 2012A Lease with respect to the Event of Nonappropriation and Nonrenewal or the occurrence
and continuation of the Event of Default that gave rise to such redemption; and (2) the other amounts
available in the Trust Estate for payment of the redemption price of the Series 2012A Certificates, which
amounts are to be allocated among the 2012A Certificates in proportion to the principal amount of each
2012A Certificate. The payment of the redemption price of any Series 2012A Certificate upon
Extraordinary Mandatory Series Redemption is deemed to be the payment in full of such Series 2012A
Certificate and no Certificate Owner of any Series 2012A Certificate so redeemed has any right to any
payment from the Corporation, the Trustee or any 2012A Lessee in excess of such redemption price.

For greater detail regarding Extraordinary Mandatory Series Redemption, see the Master
Indenture and the 2012A Supplemental Indenture as set forth in “APPENDIX A – THE 2012A-1 LEASE,
THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A SUPPLEMENTAL
INDENTURE.”

Program Redemption. The Series 2012A Certificates are also subject to Program Redemption
upon the occurrence of an Event of Nonappropriation and Nonrenewal or an Event of Default under any
Lease, including the 2012A Leases, in respect of any series of the Certificates, including the Series 2012A
Certificates (the “Defaulting Series”) but only if amounts recovered are insufficient to accomplish
Extraordinary Mandatory Series Redemption for the Defaulting Series. This insufficiency is the
“Shortfall Amount.” The Trustee is to allocate the Shortfall Amount pro rata by maturity (as may be
determined by the Calculation Agent) among all outstanding Certificates, including the Series 2012A
Certificates, due in the years in which the Defaulting Series has Outstanding Certificates and call such
selected Certificates as described in the Indenture. Upon such a Program Redemption, such Certificates
selected by the Trustee are to be redeemed and cancelled, and the Owners of such selected Certificates,
which may include the Series 2012A Certificates whether or not the Series 2012A Certificates are the
Defaulting Series, are not entitled to any further payment related to such Certificates.

The allocation of the Shortfall Amount to make a Program Redemption by the Trustee is limited
by the following factors:

(1) In no case can a Principal Portion of Base Rentals of a particular series of

Certificates that have not defaulted be used to pay the Interest Portion of Base Rentals in respect
of a Defaulting Series.

(2) No Certificates can be called for Program Redemption in any year in which the
remaining Outstanding Certificates of a Defaulting Series are not Outstanding.

In the event of a Program Redemption, any remaining Principal Portion relating to any Shortfall
Amount of the Defaulting Series may be paid from Base Rentals of Certificates subject to the Program
Redemption (subject to the limitations set forth in the Indenture).

If the Series 2012A Certificates are determined to be subject to Program Redemption, they are to
be called for redemption in whole, in Authorized Denominations, at a redemption price equal to the lesser
of (a) the principal amount of all of the Certificates, including the Series 2012A Certificates, selected for
Program Redemption, plus accrued interest to the redemption date (without any premium); or (b) the sum
of (1) the amount, if any, received by the Trustee or the Corporation from the exercise of remedies under
the Defaulting Lease with respect to the Event of Nonappropriation and Nonrenewal or the occurrence
and continuation of the Event of Default that gave rise to such redemption; and (2) the other amounts
available in the Trust Estate for payment of the redemption price of the Certificates, including the Series
2012A Certificates, selected for Program Redemption, which amounts are to be allocated among such

13
Certificates in proportion to the principal amount of each Certificate. The payment of the redemption
price of any Certificate, including the Series 2012A Certificates, upon Program Redemption is deemed to
be the payment in full of such Certificate, including any Series 2012A Certificate, and no Certificate
Owner of any Certificate, including any Series 2012A Certificate, so redeemed has any right to any
payment from the Corporation, the Trustee or any Lessee in excess of such redemption price.

If the Trustee receives a Purchase Option Price pursuant to the exercise of the Lessee’s purchase
option under a Lease and such Series Certificates have previously been subject to a Program Redemption,
then the Trustee is to redeem the portion of the Certificates relating to the Defaulting Series that remained
Outstanding after the Program Redemption.

To assist in the determination of which Certificates are to be called in a Program Redemption, the
Trustee may use the services of the Calculation Agent to assist the Trustee in the implementation of the
procedures for a Program Redemption set forth in the Indenture. If a Program Redemption cannot be
accomplished because the Shortfall Amount occurs in a year or in years in which there are insufficient
amounts of Base Rentals due and owing, then the Trustee shall redeem only certificates from the
Defaulting Series in such years.

For greater detail regarding Program Redemption, see the Master Indenture and the 2012A
Supplemental Indenture as set forth in “APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE,
THE MASTER INDENTURE AND THE 2012A SUPPLEMENTAL INDENTURE.”

Mandatory Sinking Fund Redemption. The Series 2012A Certificates maturing on July 15,
2020, and July 15, 2022, are subject to mandatory sinking fund redemption on July 15 of the years and in
the principal amounts set forth below at a redemption price equal to the principal amount thereof (with
no premium), plus accrued interest to the redemption date. The Series 2012A Certificates maturing on
July 15, 2020, and July 15, 2022, are to be selected for redemption on each mandatory sinking fund
redemption date by lot from all remaining Series 2012A Certificates maturing on such date, rounded to
the nearest Authorized Denomination.

Mandatory Sinking Fund

Redemption Date Principal
(July 15) Amount
2019 $75,000
2020 (maturity date) 75,000
2021 80,000
2022 (maturity date) 85,000

At its option, to be exercised on or before the forty-fifth day next preceding each mandatory
sinking fund redemption date, the Corporation may (1) deliver to the Trustee for cancellation any of the
Series 2012A Certificates of the same Series and with the same maturity date as the Series 2012A
Certificates subject to such mandatory sinking fund redemption and (2) receive a credit in respect of its
mandatory sinking fund redemption obligation for any Series 2012A Certificates with the same maturity
date as the Series 2012A Certificates subject to such mandatory sinking fund redemption which prior to
such date have been redeemed (otherwise than by mandatory sinking fund redemption) and cancelled and
not theretofore applied as a credit against any mandatory sinking fund redemption obligation. Each Series
2012A Certificate so delivered or previously redeemed shall be credited at the principal amount thereof to
the mandatory sinking fund redemption obligation on the mandatory sinking fund redemption date by lot,
and the principal amount of Series 2012A Certificates to be redeemed as part of such mandatory sinking
fund redemption on such dates shall be accordingly reduced.

No Optional Redemption. The Series 2012A Certificates are not subject to optional redemption .

14
 Notice of Redemption. Notice of the call for any redemption, including Extraordinary Mandatory
Series Redemption and Program Redemption, identifying the Series 2012A Certificates or portions
thereof to be redeemed and specifying the terms of such redemption, are to be given by the Trustee by
mailing a copy of the redemption notice by United States first class mail, at least 30 days and not more
than 60 days prior to the date fixed for redemption, and to the Owner of each Series 2012A Certificate to
be redeemed at the address shown on the registration books, however, failure to give such notice by
mailing, or any defect therein, does not affect the validity of any proceedings of any Series 2012A
Certificates as to which no such failure has occurred. Any notice mailed as provided in the Indenture is
conclusively presumed to have been duly given, whether or not the Owner receives the notice. If at the
time of mailing of notice of redemption there has not been deposited with the Trustee moneys sufficient
to redeem all the Series 2012A Certificates called for redemption, which moneys are or will be available
for redemption of Series 2012A Certificates, such notice is required to state that it is conditional upon the
deposit of the redemption moneys with the Trustee not later than the redemption date, and such notice is
of no effect unless such moneys are so deposited.

Redemption Payments. On or prior to the date fixed for redemption, the Trustee is required to
apply funds to the payment of the Series 2012A Certificates called for redemption. The Trustee is
required to pay to the Owners of Series 2012A Certificates so redeemed, the amounts due on the Series
2012A Certificates at the offices of the Trustee upon presentation and surrender of the Series 2012A
Certificates.

Base Rentals

The following tables set forth the Base Rentals payable under the 2012A Leases in the aggregate
and separately for each 2012A Lease for the Initial Term and each Renewal Term and assuming no
exercise of a 2012A Lessee’s option to purchase the related 2012A Leased Property prior to the end of the
final Renewal Term and no occurrence of an Event of Nonappropriation and Nonrenewal or Event of
Default under any 2012A Lease. The Base Rentals under each 2012A Lease are also set forth separately
under “APPENDIX G – THE 2012A LESSEES, THE 2012A LEASED PROPERTY AND THE 2012A
BASE RENTALS PAYMENT SCHEDULES.”

Aggregate Base Rentals

Series 2012A Certificates
Aggregate Aggregate Total
Fiscal Year Principal Interest Aggregate
(Ended December 31) Portion1 Portion1 Base Rentals2,3
2013 $140,000 $ 13,406 $ 153,406
2014 135,000 22,765 157,765
2015 135,000 20,538 155,538
2016 65,000 17,500 82,500
2017 70,000 15,875 85,875
2018 70,000 13,950 83,950
2019 75,000 11,850 86,850
2020 75,000 9,225 84,225
2021 80,000 6,600 86,600
2022 85,000 3,400 88,400
$930,000 $135,109 $1,065,109
1
There will be credited against the amount of Base Rentals otherwise payable under the 2012A Leases the amounts on deposit in the respective
accounts of the Base Rentals Fund that are not restricted by the Indenture to the payment of the redemption price of Certificates or the costs of
defeasing Certificates.
2
Amounts may not add due to rounding.
3
Does not include annual Reserve Fee to be paid by each 2012A Lessee.
Source: The Financial Advisors

15
 Annual Base Rentals Under the
City and County of Denver 2012A-1 Lease1,2
(Rounded)

Fiscal Principal Interest Total

Year Portion Portion Base Rentals
2013 $ 65,000 $1,913 $ 66,913
2014 70,000 2,730 72,730
2015 70,000 1,575 71,575
$205,000 $6,218 $211,218
1
See also “APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A
SUPPLEMENTAL INDENTURE.”
2
Does not include annual Reserve Fee to be paid by the 2012A Lessee pursuant to the 2012A-2 Lease.
Source: The Financial Advisors

Annual Base Rentals Under the

Evans Fire Protection District 2012A-2 Lease1,2
(Rounded)

Fiscal Principal Interest Total

Year Portion Portion Base Rentals
2013 $ 75,000 $ 11,494 $ 86,494
2014 65,000 20,035 85,035
2015 65,000 18,962 83,962
2016 65,000 17,500 82,500
2017 70,000 15,875 85,875
2018 70,000 13,950 83,950
2019 75,000 11,850 86,850
2020 75,000 9,225 84,225
2021 80,000 6,600 86,600
2022 85,000 3,400 88,400
$725,000 $128,891 $853,891
1
See also “APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A
SUPPLEMENTAL INDENTURE.”
2
Does not include annual Reserve Fee to be paid by the 2012A Lessee pursuant to the 2012A-2 Lease.
Source: The Financial Advisors

RISKS AND OTHER INVESTMENT CONSIDERATIONS

THE PURCHASE AND OWNERSHIP OF THE SERIES 2012A CERTIFICATES ARE

SUBJECT TO CERTAIN RISKS. EACH PROSPECTIVE INVESTOR IN THE SERIES 2012A
CERTIFICATES SHOULD READ THIS OFFICIAL STATEMENT IN ITS ENTIRETY, GIVING
PARTICULAR ATTENTION TO THE FACTORS DESCRIBED BELOW WHICH, AMONG
OTHERS, COULD AFFECT THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE
SERIES 2012A CERTIFICATES AND COULD ALSO AFFECT THE MARKET PRICE OF THE
SERIES 2012A CERTIFICATES TO AN EXTENT THAT CANNOT BE DETERMINED.

Option to Renew the Leases Annually

The obligation of each Lessee (including the 2012A Lessees), as lessee, to make payments under
the respective Leases (including the 2012A Leases) does not constitute an obligation of such Lessee to
apply its general resources beyond its then current Fiscal Year. The Lessees are not obligated to pay Base

16
Rentals or Additional Rentals under their respective Leases unless funds are appropriated by the
governing body of each Lessee each year. If, on or before the last day of each Fiscal Year, the governing
body of the Lessee does not specifically appropriate amounts sufficient to pay all Base Rentals and
Additional Rentals, as estimated, for the next Fiscal Year, then an “Event of Nonappropriation and
Nonrenewal” occurs. If an Event of Nonappropriation and Nonrenewal occurs under a Lease, the Lease
Term of such Lease terminates. See “APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE,
THE MASTER INDENTURE AND THE 2012A SUPPLEMENTAL INDENTURE.”

There is no assurance that a Lessee will renew its Lease from fiscal year to fiscal year and the
Lessee has no obligation to do so. There is no penalty to any Lessee (other than loss of the use of the
related Leased Property for itself) if the Lessee does not renew its Lease on an annual basis and therefore
terminates its obligations under its Lease. Various political and economic factors could lead to the failure
to appropriate or budget sufficient funds to make the required payments under any Lease, and prospective
investors should carefully consider any factors that may influence the budgetary process. The
appropriation of funds may be affected by the continuing need of each Lessee for the Leased Property
under a Lease. In addition, the ability of each Lessee to maintain adequate revenues for its operations and
obligations in general (including obligations associated with a 2012A Lease) is dependent upon several
factors outside the Lessee’s control, such as the economy, legislative changes and federal and state
funding. Restrictions imposed under the State Constitution on the Lessee’s revenues and spending may
apply to the collection and expenditure of certain revenues which may be used to pay Base Rentals and
Additional Rentals, and also may impact the ability of each Lessee to appropriate sufficient funds to pay
Base Rentals and Additional Rentals each year. See also “APPENDIX F – SUMMARY OF CERTAIN
PROVISIONS OF STATE LAW APPLICABLE TO LESSEES” and “APPENDIX G – THE 2012A
LESSEES, THE 2012A LEASED PROPERTY AND THE 2012A BASE RENTALS PAYMENT
SCHEDULES.”

Payment of the principal of and interest, if any, on the Certificates (including the Series 2012A
Certificates) upon the occurrence of an Event of Default or an Event of Nonappropriation and Renewal
will be dependent upon (1) the value of the Leased Property in a liquidation proceeding instituted by the
Trustee or (2) any rental income from leasing (to others) the Leased Property. See “Effect of a
Nonrenewal of a Lease or Event of Lease Default” below.

Neither the Corporation, as lessor under each Lease, nor the Trustee, has any obligation to, nor
will either make any payment on the Series 2012A Certificates or otherwise pursuant to any of the Leases
except as provided in the Indenture and to the extent of amounts in the Trust Estate under the Indenture.

Effect of a Nonrenewal of a Lease or Event of Lease Default

General. In the event of the occurrence of an Event of Nonappropriation or Nonrenewal or an

Event of Default under any Lease, the Lessee is required to surrender, or in the case of real property,
vacate the Leased Property under its Lease immediately. The Trustee may proceed to sell or lease the
Leased Property or any portion thereof or exercise any other remedies available to the Trustee for the
benefit of the Owners and may exercise one or any combination of the remedies available upon default as
provided in the Indenture and each of the Leases. The Leases place certain limitations on the availability
of money damages against each Lessee as a remedy. For example, the Leases provide that a judgment
requiring a payment of money may be entered against the Lessee by reason of an Event of
Nonappropriation and Nonrenewal only to the extent the Lessee fails to surrender or vacate or both the
Leased Property as required by the related Lease and only as to certain liabilities as described in such
Lease. All property, funds and rights acquired by the Trustee upon the occurrence of an Event of
Nonappropriation and Nonrenewal or an Event of Default under any Lease, along with other moneys then
held by the Trustee under the Indenture (with certain exceptions as provided in the Leases and the
Indenture and related to such Leases), are required to be used to redeem the Certificates, if and to the

17
extent any such moneys are realized. See “THE SERIES 2012A CERTIFICATES – Redemption –
Extraordinary Mandatory Series Redemption – Program Redemption” and “APPENDIX A – THE
2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A
SUPPLEMENTAL INDENTURE.”

The moneys derived by the Trustee from the exercise of the remedies described above may be
less than the aggregate principal amount of the Outstanding Certificates and accrued interest thereon. If
any Certificates are redeemed subsequent to a termination of any Lease for an amount less than the
aggregate principal amount thereof and accrued interest thereon, such partial payment will be deemed to
constitute a redemption in full of such Certificates pursuant to the Master Indenture and applicable
supplemental indenture; and upon such a partial payment, no owner of any Certificate (including any
Series 2012A Certificate) will have any further claims for payment upon the Corporation, the Trustee or
the Lessees. See “THE SERIES 2012A CERTIFICATES – Redemption – Extraordinary Mandatory
Series Redemption – Program Redemption.”

Factors Affecting Value of Leased Property. A potential purchaser of the Series 2012A
Certificates should not assume that it will be possible to sell, lease or sublease the Leased Property after a
termination of the Lease Term under any Lease (including any 2012A Lease) for an amount equal to the
aggregate principal amount of the Series 2012A Certificates then Outstanding and allocated to the Series
2012A Certificates, plus accrued interest thereon.

The Trustee may only be able to sell or lease such Leased Property to a purchaser or lessee that is
able to use it for certain limited purposes (for example, life safety purposes). Such restriction may limit
the Trustee’s ability to obtain lease revenues for Owners in the event of nonrenewal of a Lessee’s
obligations under the related Lease.

Payment of the principal of and interest on the Series 2012A Certificates is paid from the
payment of the Base Rentals and other sources identified in “THE SERIES 2012A CERTIFICATES –
Security,” which sources do not include any payments generated from the Leased Property itself, other
than the Base Rentals. No Lessee is permitted to renew its respective Lease with respect to less than all
of the Leased Property under such Lease. Accordingly, a decision not to renew a Lease would mean the
loss of the use by such Lessee of all of the Leased Property.

Risk of Extraordinary Mandatory Series Redemption or Program Redemption Shared Among

Defaulting Series and Among All Series. If an Event of Nonappropriation and Nonrenewal or an Event
of Default occurs under any Lease in the Program, the Series 2012A Certificates are subject to either (1)
Extraordinary Mandatory Series Redemption if the Defaulting Lease is in the Series 2012A Certificates
and the remedial amounts are sufficient to pay 90% or more of the principal amount of the Defaulting
Lease within 365 days or (2) Program Redemption whether or not the Defaulting Lease is in the Series
2012A Certificates if the remedial amounts are insufficient to pay 90% or more of the principal amount of
the Defaulting Lease. The owners of the Series 2012A Certificates share, not only in the risk of the
occurrence of an Event of Nonappropriation and Nonrenewal or an Event of Default under the 2012A
Leases but also have such risk in respect of Leases entered into in the future under the Program based
upon the Program participation process as described in “APPENDIX E – PROGRAM PARTICIPATION
PROCESS.”

Enforceability of Remedies

Under the Leases, the Trustee has the right to take possession of and dispose of the Leased
Property upon an Event of Nonappropriation and Nonrenewal or an Event of Default under any Lease.
However, the enforceability of each Lease is subject to applicable bankruptcy laws, equitable principles
affecting the enforcement of creditors’ rights generally and liens securing such rights, and the police

18
powers, if any, of the respective Lessee. A court in any action brought to enforce the remedy of the
Trustee to take possession of the Leased Property may delay repossession for an indefinite period, even
though the Lessee may be in default under a Lease. The right of the Trustee to obtain possession of the
Leased Property and to sell, lease or sublease portions of the Leased Property could be delayed until
appropriate alternative equipment or facilities are obtained by the Lessee. As long as the Trustee is
unable to take possession of the Leased Property, it will be unable to sell or re-lease the Leased Property
as permitted under the Leases and the Indenture or to redeem or pay the Series 2012A Certificates except
from funds otherwise available to the Trustee under the Indenture. See “THE SERIES 2012A
CERTIFICATES – Security.”

Effects on the Series 2012A Certificates of a Nonrenewal Event

Bond Counsel has expressed no opinion as to the effect of any termination of a Lessee’s
obligations under the related 2012A Lease under certain circumstances as provided in the 2012A Lease,
upon the treatment for federal or State income tax purposes of any moneys received by the Owners of the
Series 2012A Certificates subsequent to such termination. See “TAX MATTERS.” If a 2012A Lease is
terminated and the subject property is re-let to a lessee that is not a governmental entity, there is no
assurance that the Series 2012A Certificates will be transferable without registration, or a transactional
exemption from registration, under the federal securities law following the termination of a 2012A Lease.

Insurance of the Leased Property

Each Lease requires that the Lessee is required to maintain casualty insurance with respect to the
Leased Property or self-insure against the risks covered by such insurance with respect to the Leased
Property, as set forth in and subject to the terms of each Lease. See “APPENDIX A – THE 2012A-1
LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A SUPPLEMENTAL
INDENTURE.” There is no assurance that, in the event a Lease is terminated as a result of damage to or
destruction or condemnation of the related Leased Property, moneys made available by reason of any
such occurrence will be sufficient to redeem Certificates at a price equal to the principal amount thereof
outstanding and related to the applicable Lease. See “THE SERIES 2012A CERTIFICATES –
Redemption – Extraordinary Mandatory Series Redemption – Program Redemption.”

Actions Under the Leases

Certain actions by the Lessees in respect of the related Leased Property or Project could have an
adverse effect on the interests of the owners of the Series 2012A Certificates. For example, failure to
operate or maintain the Leased Property under a related Lease in accordance with the terms thereof could
diminish the value of that Leased Property. If, for whatever reason, such Lease terminates or the Trustee
exercises re-letting or sale remedies thereunder, that diminished value could adversely affect the Trustee’s
ability to recoup rentals or obtain a sale price sufficient to pay Certificate principal or to redeem in the full
Certificate principal, as the case may be. Failure by a Lessee to obtain the casualty and property
insurance policies required by the applicable Lease could limit the principal amount of the Certificates
redeemed upon the damage or destruction of the subject Leased Property under certain circumstances. In
addition, while it is expected that Certificate principal and interest will be paid from funds other than
moneys derived from payments in respect of property used in a private trade or business, and also that the
Leased Property will be used by Lessees, which are governmental units, use of the Projects financed with
Series 2012A Certificate proceeds solely by the private persons or businesses, within the meaning of
applicable tax law, could adversely affect the federal tax treatment of Series 2012A Certificates.

19
 FORWARD-LOOKING STATEMENTS

This Official Statement contains statements relating to future results that are “forward-looking
statements.” When used in this Official Statement, the words “estimates,” “intends,” “expects,”
“believes,” “anticipates,” “plans,” and similar expressions identify forward-looking statements. Any
forward-looking statement is subject to risks and uncertainties that could cause actual results to differ
materially from those contemplated in such forward-looking statements. Inevitably, some assumptions
used to develop the forward-looking statements will not be realized and unanticipated events and
circumstances will occur. Therefore, it can be expected that there will be differences between forward-
looking statements and actual results, and those differences may be material.

LITIGATION

In connection with the execution and delivery of the Series 2012A Certificates, the Corporation is
to certify that there is no litigation pending, or to the knowledge of the Corporation threatened, either
seeking to restrain or enjoin the execution or delivery of the Series 2012A Certificates, questioning or
affecting the validity of the Series 2012A Certificates or the proceedings or authority under which they
are to be executed and delivered or questioning the right of the Corporation to enter into the 2012A
Leases. In connection with the execution and delivery of each 2012A Lease, each of the 2012A Lessees is
to certify that, to the knowledge of the 2012A Lessee, there is no litigation or proceeding pending or
threatened against such 2012A Lessee affecting the right of such 2012A Lessee to execute and deliver the
related 2012A Lease or the ability of such 2012A Lessee to make the payment required under the 2012A
Lease.

TAX MATTERS

General Matters

In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and
judicial decisions, the portion of the Base Rentals paid under the 2012A Leases which is designated and
paid as interest, as provided in the 2012A Leases, and received by the Owners of the Series 2012A
Certificates (the “Interest Portion”), is excludable from gross income for federal income tax purposes and
is not a specific preference item for purposes of the federal alternative minimum tax. The opinion
described in the preceding sentence assumes the accuracy of certain representations and compliance by
the 2012A Lessees with covenants designed to satisfy the requirements of the Code that must be met
subsequent to the execution and delivery of the Series 2012A Certificates. Failure to comply with such
covenants could cause the Interest Portion to be included in gross income for federal income tax purposes
retroactive to the date of execution and delivery of the Series 2012A Certificates. The 2012A Lessees
have covenanted to comply with such requirements. Bond Counsel has expressed no opinion regarding
other federal tax consequences arising with respect to the Series 2012A Certificates, and has expressed no
opinion as to the effect of any termination of the obligations of the 2012A Lessees under the 2012A
Leases, under certain circumstances as provided in the 2012A Leases, upon the treatment for federal
income tax purposes of any moneys received by the Owners of the Series 2012A Certificates subsequent
to such termination.

Notwithstanding Bond Counsel’s opinion that the Interest Portion is not a specific preference
item for purposes of the federal alternative minimum tax, such Interest Portion will be included in
adjusted current earnings of certain corporations, and such corporations are required to include in the
calculation of alternative minimum taxable income 75% of the excess of such corporations’ adjusted

20
current earnings over their alternative minimum taxable income (determined without regard to such
adjustment and prior to reduction for certain net operating losses).

The accrual or receipt of the Interest Portion may otherwise affect the federal income tax liability
of the Owners of the Series 2012A Certificates. The extent of these other tax consequences will depend
upon such Owner’s particular tax status and other items of income or deduction. Bond Counsel has
expressed no opinion regarding any such consequences. Purchasers of the Series 2012A Certificates,
particularly purchasers that are corporations (including S corporations and foreign corporations operating
branches in the United States of America), property or casualty insurance companies, banks, thrifts or
other financial institutions, certain recipients of social security or railroad retirement benefits, taxpayers
otherwise entitled to claim the earned income credit, or taxpayers who may be deemed to have incurred or
continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as
to the tax consequences of purchasing or owning the Series 2012A Certificates.

In the opinion of Bond Counsel, under existing State of Colorado statutes, to the extent the
Interest Portion is excludable from gross income for federal income tax purposes, such Interest Portion is
excludable from gross income for Colorado income tax purposes and from the calculation of Colorado
alternative minimum taxable income. Bond Counsel has expressed no opinion regarding other tax
consequences arising with respect to the Series 2012A Certificates under the laws of the State of Colorado
or any other statute or jurisdiction, and has expressed no opinion as to the effect of any termination of the
obligations of the 2012A Lessees under the 2012A Leases, under certain circumstances as provided in the
2012A Leases, upon the treatment for Colorado income tax purposes of any moneys received by the
Owners of the Series 2012A Certificates subsequent to such termination.

Backup Withholding

As a result of the enactment of the Tax Increase Prevention and Reconciliation Act of 2005,
interest on tax-exempt obligations such as the Series 2012A Certificates is subject to information
reporting in a manner similar to interest paid on taxable obligations. Backup withholding may be
imposed on payments to any Owner of the Series 2012A Certificates who fails to provide certain required
information including an accurate taxpayer identification number to any person required to collect such
information pursuant to Section 6049 of the Code. The reporting requirement does not in and of itself
affect or alter the excludability of the Interest Portion from gross income for federal income tax purposes
or any other federal tax consequence of purchasing, holding or selling tax-exempt obligations.

Changes in Federal and State Tax Law

From time to time, there are legislative proposals in the Congress and in the states that, if enacted,
could alter or amend the federal and state tax matters referred to under this heading “TAX MATTERS” or
adversely affect the market value of the Series 2012A Certificates. It cannot be predicted whether or in
what form any such proposal might be enacted or whether if enacted it would apply to obligations issued
or executed and delivered, as applicable, prior to enactment. In addition, regulatory actions are from time
to time announced or proposed and litigation is threatened or commenced which, if implemented or
concluded in a particular manner, could adversely affect the market value of the Series 2012A
Certificates. It cannot be predicted whether any such regulatory action will be implemented, how any
particular litigation or judicial action will be resolved, or whether the Series 2012A Certificates or the
market value thereof would be impacted thereby. Purchasers of the Series 2012A Certificates should
consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or
litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations
as interpreted by relevant judicial and regulatory authorities as of the date of execution and delivery of the
Series 2012A Certificates, and Bond Counsel has expressed no opinion as of any date subsequent thereto
or with respect to any pending legislation, regulatory initiatives or litigation.

21
 UNDERWRITING

The Series 2012A Certificates are to be purchased by the Underwriter set forth on the cover page
hereof at a price equal to $919,912.50 (representing the aggregate principal amount of the Series 2012A
Certificates less an underwriting discount of $10,087.50. The Underwriter have agreed to accept delivery
of and pay for all the Series 2012A Certificate if any are delivered, provided that the obligation to make
such purchase is subject to certain terms and conditions set forth in the Certificate Purchase Agreement
related to the Series 2012A Certificates, the approval of certain legal matters by counsel and certain other
conditions. The Underwriter may offer and sell the Series 2012A Certificates to certain dealers (including
dealers depositing such Series 2012A Certificates into investment funds) and others at prices lower than
the public offering prices stated on the inside cover page hereof. The public offering prices set forth on
the inside cover page hereof may be changed after the initial offering by the Underwriter.

LEGAL MATTERS

Legal matters relating to the validity of the Series 2012A Certificates are subject to the approving
opinion of Kutak Rock LLP, Denver, Colorado, as Bond Counsel, which will be delivered with the Series
2012A Certificates, a form of which is attached hereto as APPENDIX C.

Peck, Shaffer & Williams LLP, Denver, Colorado will pass upon certain legal matters relating to
the Series 2012A Certificates as Special Counsel for disclosure purposes to the Corporation. Certain legal
matters will be passed upon for the Corporation by Stowe LLC, Denver, Colorado.

FINANCIAL ADVISORS

The Corporation has retained Alex Brown Consulting, Englewood, Colorado and North Slope
Capital Advisors, Denver, Colorado as co-financial advisors (the “Financial Advisors”) in connection
with the Series 2012A Certificates and with respect to the authorization, execution and delivery of the
Series 2012A Certificates. The Financial Advisors are not obligated to undertake, and have not
undertaken to make, an independent verification or to assume responsibility for the accuracy,
completeness, or fairness of the information contained in this Official Statement. The Financial Advisors
are acting as independent advisory firms and are not engaged in underwriting or distributing the Series
2012A Certificates.

CONTINUING DISCLOSURE

Although Rule 15c2-12, adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), which prohibits underwriters from
purchasing or selling certain municipal securities unless the issuers of those securities or an obligated
person for whom financial or operating data is presented in the final official statement agree to provide
continuing disclosure information for the benefit of the owners of those securities does not apply to the
Series 2012A Certificates because of the aggregate principal amount of the Series 2012A Certificates, the
Corporation and the Trustee will nevertheless deliver a Continuing Disclosure Agreement in which the
Corporation will agree to provide or cause to be provided certain Annual Financial Information and to
provide notices of occurrence of certain enumerated events. See “APPENDIX B – FORM OF
CONTINUING DISCLOSURE AGREEMENT” for a description of the nature of the Annual Financial
Information and the notices of certain enumerated events to be provided and other terms of the
Continuing Disclosure Agreement.

22
 MISCELLANEOUS

The cover page, prefatory information and appendices to this Official Statement are integral parts
hereof and must be read together with all other parts of this Official Statement. The descriptions of the
documents, statutes, reports or other instruments included herein do not purport to be comprehensive or
definitive and are qualified in the entirety by reference to each such document, statute, report or other
instrument. During the offering period of the Series 2012A Certificates, copies of certain other
documents referred to herein may be obtained from the Financial Advisors. So far as any statements
made in this Official Statement involve matters of opinion, forecasts, projections or estimates, whether or
not expressly stated, they are set forth as such and not as representations of fact.

* * *

23
[This page intentionally left blank]
 APPENDIX A

THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE

AND THE 2012A SUPPLEMENTAL INDENTURE

A-1
 Peck Shaffer draft of 12/9/2012

[This page intentionally left blank]

FORM OF CITY AND COUNTY OF DENVER LEASE PURCHASE AGREEMENT
 Peck Shaffer draft of 12/9/2012

[This page intentionally left blank]

 Peck Shaffer draft of 12/9/2012

[This page intentionally left blank]

FORM OF EVANS FIRE PROTECTION DISTRICT LEASE
PURCHASE AGREEMENT
 Peck Shaffer draft of 12/9/2012

[This page intentionally left blank]

 LEASE PURCHASE AGREEMENT

by and between

COLORADO DEVELOPMENT FINANCE CORPORATION LLC

as Lessor

and

EVANS FIRE PROTECTION DISTRICT,

as Lessee

Dated as of December 27, 2012

Certain of the interests of Colorado Development Finance Corporation LLC (the

“Corporation”) in this Lease Purchase Agreement have been assigned to UMB Bank, n.a.,
Denver, Colorado, as trustee (the “Trustee”) under the Master Trust Indenture dated as of
December 1, 2012 between the Corporation and the Trustee, as supplmented and are
subject to the security interest of the Trustee.

4821-2076-0593.4
 Peck Shaffer draft of 12/9/2012

[This page intentionally left blank]

 ARTICLE I

DEFINITIONS............................................................................................................................... 2
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.01. Representations, Covenants and Warranties by Corporation .......................... 5
Section 2.02. Representations, Covenants and Warranties by Lessee ................................... 6
ARTICLE III
DEMISING CLAUSE; ENJOYMENT OF LEASED PROPERTY
Section 3.01. Demising Clause .............................................................................................. 8
Section 3.02. Enjoyment of Leased Property......................................................................... 8
ARTICLE IV
LEASE TERM; TERMINATION OF LEASE
Section 4.01. Lease Term....................................................................................................... 8
Section 4.02. Effect of Termination of Lease Term .............................................................. 8
ARTICLE V
ACQUISITION OF THE LEASED PROPERTY
Section 5.01. Acquisition of the Leased Property.................................................................. 9
Moneys in the Subaccount of the 2012A-1 Project Account of the Indenture allocated to
the Lessee shall be used by the Corporation to acquire the Leased
Property ............................................................................................................ 9
Section 5.02. Limitation on Corporation’s Obligation with Respect to the
Acquisition of the Leased Property.................................................................. 9
Section 5.03. Warranty of Lessee as to Sufficient Funds; Additional Funds ........................ 9
ARTICLE VI
BASE RENTALS AND ADDITIONAL RENTALS; EVENT OF NONAPPROPRIATION AND
NONRENEWAL
Section 6.01. Payment of Base Rentals ............................................................................... 10
Section 6.02. Payment of Additional Rentals ...................................................................... 10
Section 6.03. Unconditional Obligations ............................................................................. 10
Section 6.04. Event of Nonappropriation and Nonrenewal ................................................. 11
Section 6.05. Limitations on Obligations of Lessee ............................................................ 12
ARTICLE VII
OPERATION AND MAINTENANCE OF LEASED PROPERTY
Section 7.01. Taxes, Utilities and Insurance ........................................................................ 13
Section 7.02. Maintenance and Operation of Leased Property ............................................ 14

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 ARTICLE VIII
TITLE, ENCUMBRANCES, MODIFICATIONS OR ADDITIONS TO LEASED PROPERTY
OR CONDEMNATION OF LEASED PROPERTY
Section 8.01. Title to Leased Property ................................................................................. 14
Section 8.02. Limitations on Disposition of and Encumbrances on Leased Property ......... 14
Section 8.03. Subleasing by Lessee ..................................................................................... 15
Section 8.04. Modification of Leased Property ................................................................... 15
Section 8.05. Damage, Condemnation of or Loss of Title to Leased Property ................... 15
ARTICLE IX
LESSEE’S PURCHASE OPTION
Section 9.01. Lessee’s Purchase Option .............................................................................. 16
Section 9.02. Exercise of Lessee’s Purchase Option ........................................................... 17
Section 9.03. Conveyance of Leased Property to Lessee at End of Final Renewal
Term ............................................................................................................... 17
ARTICLE X
GENERAL COVENANTS
Section 10.01. Further Assurances and Corrective Instruments ............................................ 17
Section 10.02. Compliance With Requirements of Law........................................................ 18
Section 10.03. Participation in Legal Actions ....................................................................... 18
Section 10.04. Tax Covenant of Lessee ................................................................................. 18
Section 10.05. Payment of Expenses of the Corporation and the Trustee ............................. 19
Section 10.06. Payments to Reserve Fund and Rebate Fund of Program Fees ..................... 19
Section 10.07. Covenant to Provide Financial Information and Continuing Disclosure ....... 19
ARTICLE XI
LIMITS ON OBLIGATIONS OF CORPORATION
Section 11.01. Disclaimer of Warranties ............................................................................... 19
Section 11.02. Financial Obligations of Corporation Limited to Available Funds ............... 19
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES
Section 12.01. Events of Default Defined ............................................................................. 20
Section 12.02. Remedies on Default ...................................................................................... 21
Section 12.03. Limitations on Remedies ............................................................................... 21
Section 12.04. No Remedy Exclusive.................................................................................... 22
Section 12.05. Waivers .......................................................................................................... 22

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 ARTICLE XIII
MISCELLANEOUS
Section 13.01. Corporation’s Rights, Title and Interest in Trust for Benefit of Owners;
Successor Corporation; Assignment by Corporation ..................................... 22
Section 13.02. Transfer of Lessee’s Interest in Lease and Leased Property Prohibited ........ 22
Section 13.03. Binding Effect ................................................................................................ 23
Section 13.04. Corporation, Lessee and Trustee Representatives ......................................... 23
Section 13.05. Manner of Giving Notices ............................................................................. 23
Section 13.06. No Individual Liability .................................................................................. 23
Section 13.07. Amendments, Changes and Modifications .................................................... 23
Section 13.08. Events Occurring on Days that are not Business Days .................................. 23
Section 13.09. Severability .................................................................................................... 24
Section 13.10. Captions ......................................................................................................... 24
Section 13.11. Applicable Law .............................................................................................. 24
Section 13.12. Execution in Counterparts.............................................................................. 24
Section 13.13. No Merger ...................................................................................................... 24
EXHIBIT A DESCRIPTION OF THE EQUIPMENT
EXHIBIT B BASE RENTAL PAYMENT SCHEDULE
EXHIBIT C FORM OF RENEWAL CERTIFICATE
EXHIBIT D FORM OF OPINION OF COUNSEL TO LESSEE
EXHIBIT E FORM OF TAX CERTIFICATE (not required)
EXHIBIT F FORM OF CLOSING CERTIFICATE OF LESSEE

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 Peck Shaffer draft of 12/9/2012

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 LEASE PURCHASE AGREEMENT

THIS LEASE PURCHASE AGREEMENT (this “Lease”) is dated as of December 27,

2012 and is entered into by and between COLORADO DEVELOPMENT FINANCE
CORPORATION LLC, a limited liability company duly organized and validly existing under
the laws of the State of Colorado (the “State”), as lessor (the “Corporation”), and the Evans Fire
Protection District, a special district under the laws of the State, as lessee (the “Lessee”).

WITNESSETH:

WHEREAS, the Corporation (a) is a Colorado limited liability company, the sole
member of which is Capital Asset Finance Corporation (the “Member”), a Colorado nonprofit
corporation and an Internal Revenue Code Section 501(c)(3) organization, which is duly
organized, validly existing and in good standing under the laws of the State; (b) is duly qualified
to do business in the State; and (c) is authorized, under its articles of organization and operating
agreement, actions of its Member, and applicable law, to own and manage its properties, to
conduct its affairs in the State, to acquire the Leased Property and to lease the same to the
Lessee, and to execute, deliver and perform its obligations under this Lease and the Indenture;
and

WHEREAS, the Lessee requested that have the Corporation finance the acquisition of the
Leased Property described in Exhibit A hereto from Vendors pursuant to one or more Purchase
Agreements; and

WHEREAS, in order to finance the costs of the Leased Property, the Corporation has
caused the 2012A Certificates to be executed and delivered pursuant to the Indenture and will
cause a portion of the proceeds thereof to be used to acquire the Leased Property, which shall be
leased to the Lessee pursuant to the terms of this Lease and has assigned all of its right, title and
interest in this Lease, except for the Reserve Rights, to UMB Bank, n.a., as Trustee under the
Indenture; and

WHEREAS, the Lessee has determined that the lease of the Leased Property from the
Corporation pursuant to this Lease serves a public purpose and is in the best interests of the
Lessee; and

WHEREAS, this Lease is a “triple net” lease requiring the Lessee to pay, among other
things, all expenses, taxes, if any, fees, insurance and costs associated with the Leased Property;
and

WHEREAS, the Base Rentals and Additional Rentals payable by the Lessee hereunder
shall constitute currently appropriated expenditures of the Lessee and shall not constitute a debt
or multiple fiscal year direct or indirect obligation whatsoever of the Lessee or a mandatory
charge or requirement against the Lessee in any Fiscal Year beyond the Fiscal Year for which
such payments have been appropriated; and

4821-2076-0593.4
 NOW, THEREFORE, for and in consideration of the mutual covenants and the
representations, covenants and warranties herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used herein and defined in the Indenture shall have the same meanings
in this Lease. In addition, the following capitalized terms shall have the following meanings in
this Lease:

“Acquisition Costs” means, with respect to the Leased Property, the amount paid or to be
paid to the Vendors for any portion of the Leased Property upon the Lessee’s acceptance thereof,
including reasonable administrative, engineering, legal, financial and other costs and capitalized
interest in connection with the acquisition, installation, putting into service and financing of such
Leased Property.

“Additional Rentals” means the costs and expenses incurred by the Lessee in performing
its obligations under this Lease with respect to the Leased Property, this Lease, the Indenture, the
2012A Certificates and any matter related thereto; the costs and expenses incurred by the Lessee
in paying the reasonable expenses of the Corporation and the reasonable fees and expenses of the
Trustee pursuant to Section 10.05 hereof; all amounts required to be paid to the Corporation as
Program Fees; all amounts paid by the Lessee to the Trustee as Reserve Fees; and all amounts
paid by the Lessee to the Trustee to fund the Rebate Fund pursuant to Section 10.06 hereof; and
all other costs and expenses incurred by the Lessee, the Corporation or the Trustee in connection
with the foregoing or designated as constituting Additional Rent under any provision of this
Lease; provided, however, that Additional Rentals do not include the Base Rentals or the
Purchase Option Price.

“Base Rentals” means the payments by the Lessee pursuant to Section 6.01 hereof, for
and in consideration of the right to use the Leased Property during the Lease Term.

“Base Rental Payment Date” means one of the dates in the “Base Rental Payment Date”
column in Exhibit B hereto, as from time to time amended or supplemented.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks
in New York, New York or Denver, Colorado are authorized by law to remain closed.

“Corporation” means Colorado Development Finance Corporation LLC, a Colorado

limited liability company, the sole member of which is Capital Asset Finance Corporation, a
Colorado nonprofit corporation and an Internal Revenue Code Section 501(c)(3) organization, or
any successor thereto.

“Corporation Representative” means any officer of the Corporation; and any other
person or persons designated to act on behalf of the Corporation under this Lease by a written
certificate furnished to the Lessee and the Trustee containing the specimen signature of such
person and signed on behalf of the Corporation by any officer of the Corporation. The identity
of the Corporation Representative may be changed by the Corporation from time to time by
furnishing a new certificate to the Lessee and the Trustee.
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4821-2076-0593.4
 “Event of Default” means an event described in Section 12.01 hereof.

“Event of Nonappropriation and Nonrenewal” means an event described in

Section 6.04(a) hereof.

“Final Renewal Term” means the last term for which the Lessee may renew this Lease,
which is the term beginning January 1, 2022 and ending July 15, 2022.

“Fiscal Year” means the Lessee’s fiscal year, which begins on January 1 of each year and
ends on December 31 of each year.

“Force Majeure” means any event that is not within the control of the Lessee, including
without limitation, acts of God; strikes, lockouts or other industrial disturbances; acts of public
enemies; orders or restraints of any kind of the government of the United States of America or of
the State or any of their departments, agencies or officials or any civil or military authority;
insurrection; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage
or accidents affecting machinery, transmission pipes or canals.

“Governing Body” means the governing body of the Lessee or any successor to its
functions.

“Indenture” means, collectively, the Master Trust Indenture dated as of December 1,

2012, the 2012A Supplemental Indenture and any amendment or supplement to either of the
foregoing.

“Independent Counsel” means an attorney duly admitted to the practice of law before the
highest court in the State and who is not an employee of the Corporation, the Lessee or the
Trustee.

“Lease” means this Lease Purchase Agreement and any amendment or supplement
hereto.

“Lease Term” means the term when this Lease shall be in effect, including the initial term
and any succeeding lease terms, all as provided in Section 4.01 hereof.

“Leased Property” means the equipment, goods and other property described in Exhibit
A hereto acquired by the Corporation pursuant to one or more Purchase Agreements and leased
to the Lessee pursuant to this Lease, including without limitation any software licenses, service
agreements and maintenance agreements related thereto.

“Lessee” means the Evans Fire Protection District, a special district under the laws of the
State, or any successor thereto.

“Lessee Representative” means any member of the Governing Body; and any other
person or persons designated to act on behalf of the Lessee for the purposes of performing any
act under this Lease by a written certificate furnished to the Corporation and the Trustee
containing the specimen signature of such person and signed on behalf of the Lessee by any
member of the Governing Body of the Lessee. The identity of the Lessee Representative may be

3
4821-2076-0593.4
changed by the Lessee from time to time by furnishing a new certificate to the Corporation and
the Trustee.

“Net Proceeds” means (a) the gross proceeds received from any event referred to in
Section 8.05(a) hereof, minus (b) all expenses incurred in the collection of such gross proceeds
or award.

“Permitted Encumbrances” means (a) liens which may remain unpaid pursuant to Section
8.02(b) hereof, (b) this Lease and the Indenture and (c) any financing statements filed to perfect
security interests granted pursuant to this Lease or granted by the Corporation to the Trustee.

“Person” means any natural person, firm, corporation, partnership, limited liability
company, state, political subdivision of any state, other public body or other organization or
association.

“Program Fee” means the component of Additional Rentals payable to the Corporation
in an amount determined annually by the Corporation, such amount shall not exceed 0% of the
initial principal amount of the Lease listed on Exhibit A and payable as provided in Section 6.02
hereof.

“Proportional Certificates” means the principal amount of the outstanding 2012A

Certificates of any maturity attributable to the remaining principal payments with respect to Base
Rent under this Lease as set forth on Exhibit B hereof.

“Purchase Agreement” means each of the purchase agreements between the Corporation
or the Lessee and each Vendor with respect to the Leased Property.

“Purchase Option Price” means the amount that the Lessee must pay to purchase the
interest of the Corporation in the Leased Property pursuant to Section 9.01 hereof.

“Renewal Certificate” means a certificate of the Lessee in the form set forth in Exhibit C
hereto, which Renewal Certificate shall be delivered to the Trustee on or prior to the last
Business Day of any Fiscal Year in accordance with Section 6.03 hereof.

“Renewal Term” means the twelve-month period, commencing on January 1 of each year
and ending on December 31 of such year, for which the Lessee renews the Lease Term.

“Requirement of Law” means any federal, state or local statute, ordinance, rule or
regulation, any judicial or administrative order (whether or not on consent), request or judgment,
any common law doctrine or theory, any provision or condition of any permit or any other
binding determination of any governmental entity relating to the ownership or operation of
property, including but not limited to any of the foregoing relating to zoning, environmental,
health or safety issues.

“Reserved Rights” means the Corporation’s right to payment of the Program Fees under
the Indenture except for amounts therefrom required to be deposited in the Reserve Fund by the
Corporation pursuant to the Indenture, and the reports and information required to be delivered
by the Lessee pursuant to Section 10.07 hereof.

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4821-2076-0593.4
 “Reserve Fees” means the component of Additional Rentals payable to the Corporation
each Fiscal Year in an amount equal to not to exceed .25 bps of the initial principal amount of
the Lease listed on Exhibit A, payable as provided in Section 6.02 hereof.

“Reserve Fund” means the Reserve Fund established in the Indenture.

“State” means the State of Colorado.

“Trustee” means UMB Bank, n.a., Denver, Colorado, or any successor thereto, in its
capacity as Trustee under the Indenture.

“Trustee Representative” means the officer of the Trustee who executes the Indenture on
behalf of the Trustee; any other person or persons designated to act on behalf of the Trustee
under the Indenture or this Lease by a written certificate furnished to the Lessee and the
Corporation by any officer of the Trustee. The identify of the Trustee Representative may be
changed by the Trustee from time to time by furnishing a new certificate to the Lessee and the
Corporation.

“Vendor” means the vendor or vendors described in Exhibit A.

“2012A Certificates” means Colorado Development Finance Corporation LLC

Certificates of Participation, Series 2012A, evidencing undivided interests in the right to receive
certain revenues executed and delivered pursuant to the Indenture.

“2012A-1 Project Account” means the 2012A-1 Project Account established in the
2012A Supplemental Indenture with certain proceeds of the 2012A Certificates to finance the
acquisition of the Leased Property.

“2012A Supplemental Indenture” means the Supplemental Indenture of Trust dated as of

December 1, 2012 by and between the Corporation and the Trustee.

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES

Section 2.01. Representations, Covenants and Warranties by Corporation. The

Corporation represents, covenants and warrants that:

(a) The Corporation (i) is a nonprofit corporation that is organized, validly

existing and in good standing under the laws of the State, (ii) is duly qualified to do
business in the State, and (iii) is authorized, under its articles of incorporation and
bylaws, action of its board of directors and applicable law, to own and manage its
properties, to conduct its affairs in the State, to lease the Leased Property to the Lessee
and to execute, deliver and perform its obligations hereunder and under the Indenture.

(b) The execution, delivery and performance of this Lease by the Corporation
has been duly authorized by the Corporation.

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4821-2076-0593.4
 (c) This Lease is enforceable against the Corporation in accordance with its
terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors’ rights generally, by equitable principles, whether
considered at law or in equity, by the exercise by the State and its governmental bodies of
the police power inherent in the sovereignty of the State and by the exercise by the
United States of America of the powers delegated to it by the Constitution of the United
States of America.

(d) The execution, delivery and performance of the terms of this Lease by the
Corporation does not and will not conflict with or result in a breach of the terms,
conditions or provisions of any restriction or any agreement or instrument to which the
Corporation is now a party or by which the Corporation is bound, or constitute a default
under any of the foregoing, in a manner which affects the validity or enforceability of the
provisions of this Lease or the Indenture, or result in the creation or imposition of a lien
or encumbrance whatsoever upon any of the property or assets of the Corporation.

(e) There is no litigation or proceeding pending or threatened against the

Corporation or any other Person affecting the right of the Corporation to execute, deliver
or perform its obligations under this Lease.

(f) The Corporation acknowledges and recognizes that this Lease may not be
renewed by the Lessee and therefore terminates upon the occurrence of an Event of
Nonappropriation and Nonrenewal, and that a failure by the Lessee to appropriate funds
and renew this Lease in a manner that results in an Event of Nonappropriation and
Nonrenewal is solely within the discretion of the Governing Body of the Lessee.

Section 2.02. Representations, Covenants and Warranties by Lessee. The Lessee

represents, covenants and warrants that:

(a) The Lessee is authorized to enter into the transactions contemplated by

this Lease and to execute, deliver and perform its obligations hereunder.

(b) The lease of the Leased Property from the Corporation pursuant to this
Lease serves a public purpose and is in the best interests of the Lessee and its residents.

(c) The execution, delivery and performance of this Lease by the Lessee has
been duly authorized by the Lessee.

(d) This Lease is enforceable against the Lessee in accordance with its terms,
limited only by bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors’ rights generally, by equitable principles, whether considered at
law or in equity, by the exercise by the State and its governmental bodies of the police
power inherent in the sovereignty of the State and by the exercise by the United States of
America of the powers delegated to it by the Constitution of the United States of
America.

(e) The execution, delivery and performance of the terms of this Lease by the
Lessee does not and will not conflict with or result in a breach of the terms, conditions or
provisions of any restriction or any agreement or instrument to which the Lessee is now a
6
4821-2076-0593.4
 party or by which the Lessee is bound, or constitute a default under any of the foregoing,
in a manner which affects the validity or enforceability of the provisions of this Lease or
the Indenture, or result in the creation or imposition of a lien or encumbrance whatsoever
upon any of the property or assets of the Lessee.

(f) There is no litigation or proceeding pending or threatened against the

Lessee or any other Person affecting the right of the Lessee to execute, deliver or perform
its obligations of the Lessee under this Lease.

(g) The Lessee will recognize economic and other benefits by leasing the
Leased Property pursuant to this Lease; the Leased Property is necessary and essential to
the Lessee’s purpose and operations; the Lessee expects that the Leased Property will
adequately serve the needs for which it is being leased through the Final Renewal Term.

(h) The Lessee has not to date caused the occurrence of an event of non-
appropriation with respect to any lease obligation of the Lessee and presently intends and
expects that this Lease will be renewed annually through the Final Renewal Term;
provided, however, that this subsection is not intended to, and does not, limit the right of
the Lessee, in its absolute discretion, to fail to renew this Lease through an Event of
Nonappropriation and Nonrenewal.

(i) The Base Rentals payable in each Fiscal Year during the Lease Term are
not more than fair value for the use of the Leased Property during such Fiscal Year. The
Base Rentals and Additional Rentals payable in each Fiscal Year during the Lease Term
do not exceed a reasonable amount for such use so as to place the Lessee under an
economic compulsion (i) to renew this Lease beyond any Fiscal Year, (ii) not to exercise
its right to terminate this Lease at any time through an Event of Nonappropriation and
Nonrenewal or (iii) to exercise any of its options to purchase the Leased Property
hereunder. The Purchase Option Price is the Lessee’s best estimate of the fair purchase
price of the Leased Property at the time of exercise of the Lessee’s option to purchase the
Leased Property by paying the Purchase Option Price. The Lease Term, if continued
through the Final Renewal Term, does not exceed the weighted average useful life of the
Leased Property. In making the representations, covenants and warranties set forth above
in this subsection, the Lessee has given due consideration to the Leased Property, the
purposes for which the Leased Property will be used by the Lessee, the benefits to the
Lessee from the use of the Leased Property, the Lessee’s options to purchase the Leased
Property hereunder and the terms of this Lease governing the use of, and the Lessee’s
options to purchase, the Leased Property.

(j) The Lessee considers the Leased Property to serve an important and
essential public purpose.

(k) The Lessee is not aware of any current violation of any Requirement of
Law relating to the Leased Property.

(l) The Lessee has appropriated sufficient moneys to pay the Base Rentals
payable in the current Fiscal Year, if any, and the Additional Rentals estimated to be

7
4821-2076-0593.4
 payable in the current Fiscal Year, if any, and, upon commencement of the Lease Term,
such moneys will be encumbered to pay such Base Rentals and Additional Rentals.

ARTICLE III

DEMISING CLAUSE; ENJOYMENT OF LEASED PROPERTY

Section 3.01. Demising Clause. The Corporation demises and leases the Leased
Property to the Lessee in accordance with the terms of this Lease to have and to hold for the
Lease Term.

Section 3.02. Enjoyment of Leased Property. The Corporation covenants that, during
the Lease Term and so long as no Event of Default shall have occurred, the Lessee shall
peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or
hindrance from the Corporation, except as expressly required or permitted by this Lease.

ARTICLE IV

LEASE TERM; TERMINATION OF LEASE

Section 4.01. Lease Term. This Lease shall commence on the date the 2012A
Certificates are executed and delivered, and shall terminate on December 31, 2012, unless
extended and renewed for up to ten successive one-year renewal terms each ending on
December 31 of each year except that this Lease shall terminate within any such one-year period
upon the earliest of any of the following events (and provided that the final renewal term is not to
exceed July 15, 2022):

(a) the last day of the month in which the final Base Rental payment is
scheduled to be paid in accordance with Exhibit B hereto;

(b) the last day of any Fiscal Year during which an Event of Nonappropriation
and Nonrenewal has occurred;

(c) the purchase of the Leased Property by the Lessee pursuant to

Section 9.01 hereof; or

(d) termination of this Lease following an Event of Default in accordance

with Section 12.02(a) hereof.

Section 4.02. Effect of Termination of Lease Term. Upon termination of the Lease
Term:

(a) All unaccrued obligations of the Lessee hereunder shall terminate, but all
obligations of the Lessee that have accrued hereunder prior to such termination shall
continue until they are discharged in full; and

(b) If the termination occurs because of the occurrence of an Event of

Nonappropriation and Nonrenewal or an Event of Default, the Lessee’s right to
possession of the Leased Property hereunder shall terminate and (i) the Lessee shall
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4821-2076-0593.4
 immediately vacate the Leased Property and/or return the same to the Corporation and
(ii) if and to the extent the Governing Body of the Lessee has appropriated funds for
payment of Base Rentals and Additional Rentals payable during, or with respect to the
Lessee’s use of the Leased Property during, the period between termination of the Lease
Term and the date the Leased Property is vacated or returned to the Corporation, the
Lessee shall pay such Base Rentals and Additional Rentals to the Corporation or, in the
case of Additional Rentals, the other Person entitled thereto.

ARTICLE V

ACQUISITION OF THE LEASED PROPERTY

Section 5.01. Acquisition of the Leased Property. Lessee, on behalf of the

Corporation, either has ordered or shall order the Leased Property pursuant to one or more
Purchase Agreements from one or more Vendors. Lessee shall remain liable to each such
Vendor with respect to its duties and obligations in accordance with the related Purchase
Agreement, and as between Lessee and the Corporation, the Lessee shall bear the risk of loss
with respect to any loss or claim relating to any item of Leased Property covered by any
Purchase Agreement.

Moneys in the Subaccount of the 2012A-1 Project Account of the Indenture allocated to
the Lessee shall be used by the Corporation to acquire the Leased Property. Such amounts shall
be disbursed for such purpose in accordance with the Indenture and upon receipt by the Trustee
of a requisition, in the form attached to the Indenture, executed by the Corporation and the
Lessee, which shall be acknowledged by the Trustee. The Lessee agrees to cooperate with the
Corporation in order to complete the acquisition, installation and placing in service of the Leased
Property hereunder.

Section 5.02. Limitation on Corporation’s Obligation with Respect to the

Acquisition of the Leased Property. The obligation of the Corporation to incur any costs (and
in particular Acquisition Costs) with respect to the acquisition of the Leased Property pursuant to
Section 5.01 hereof shall be limited to the amounts deposited in the Subaccount of the 2012A
Project Account (as defined in the Indenture) allocable to the Lessee, plus any earnings received
from the investment of such amount pending disbursement for payment of the costs incurred in
connection with the acquisition of the Leased Property, subject to the rebate requirements of
Section 10.06 hereof.

Section 5.03. Warranty of Lessee as to Sufficient Funds; Additional Funds. The

Lessee warrants that the funds available under Section 5.02 hereof are sufficient to pay the
Acquisition Costs of acquiring the Leased Property pursuant to Section 5.01 hereof. If at any
time the Corporation or the Lessee determines that such funds will not be sufficient to pay such
Acquisition Costs, it shall immediately notify the other party hereto and the Trustee in writing.
Following any such notice, the Lessee shall be obligated to provide such additional funds as are
necessary to pay the Acquisition Costs. The foregoing provisions of this Section 5.03 shall not
affect the obligations of the Lessee to the Corporation hereunder with respect to all other matters.

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 ARTICLE VI

BASE RENTALS AND ADDITIONAL RENTALS; EVENT OF

NONAPPROPRIATION AND NONRENEWAL

Section 6.01. Payment of Base Rentals.

(a) The Lessee shall, subject only to the other Sections of this Article, pay
Base Rentals directly to the Trustee during the Lease Term in immediately available
funds in the amounts and on the Base Rental Payment Dates set forth in Exhibit B hereto,
as it may be modified from time to time; provided, however, that there shall be credited
against the amount of Base Rentals payable on any Base Rental Payment Date the
amount on deposit in the respective 2012A-1 Subaccounts of the Interest Account and the
Principal Account of the Debt Service Fund (each as defined in the Indenture)
representing (i) accrued interest and capitalized interest, if any, from the sale of 2012A
Certificates, (ii) earnings from the investment of moneys in the respective 2012A-1
Subaccounts of the Interest Account and the Principal Account of the Debt Service Fund,
(iii) moneys transferred from the 2012A-1 Subaccount of the 2012A Account of the
Project Fund pursuant to the Indenture, and (iv) any moneys delivered to the Trustee by
the Corporation, the Lessee or any other Person that are accompanied by instructions to
apply the same to the payment of Base Rentals or to deposit the same in the in the
respective 2012A-1 Subaccounts of the Interest Account and/or the Principal Account
Debt of the Debt Service Fund. Thirty days prior to each Base Rental Payment Date, the
Trustee shall notify the Lessee as to the exact amounts that will be credited against the
Base Rentals due on such date. If further amounts that are to be credited against Base
Rentals accrue during such 30-day period, such amounts shall be carried over to be
applied as a reduction of the Base Rentals payable on the next succeeding Base Rental
Payment Date.

(b) A portion of each payment of Base Rentals is paid as, and represents
payment of, interest, and Exhibit B hereto, as it may be amended and supplemented from
time to time, sets forth the interest component of each payment of Base Rentals.

Section 6.02. Payment of Additional Rentals. The Lessee shall, subject only to
Sections 7.01(b) and 8.02(b) hereof and the other Sections of this Article, pay Additional Rentals
directly to the Persons to which they are owed (which, in the case of payments required to be
made to fund the Reserve Fund and the Rebate Fund pursuant to the Indenture, is the Trustee) in
immediately available funds in the amounts and on the dates on which they are due. The
Program Fee and the Reserve Fee shall be established by the Corporation annually upon written
notice to the Lessee.

Section 6.03. Unconditional Obligations.

(a) The obligation of the Lessee to pay Base Rentals during the Lease Term
shall, subject only to the other Sections of this Article, and the obligation of the Lessee to
pay Additional Rentals during the Lease Term shall, subject to Sections 7.01(b) and
8.02(b) hereof and the other Sections of this Article, be absolute and unconditional and
shall not be abated for any reason related to the Leased Property. Notwithstanding any
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 dispute between the Lessee and the Corporation or between the Lessee or the Corporation
and any other Person relating to the Leased Property, the Lessee shall, during the Lease
Term, make all payments of Base Rentals and Additional Rentals when due; the Lessee
shall not withhold any Base Rentals or Additional Rentals payable during the Lease Term
pending final resolution of any dispute and shall not assert any right of set-off or
counter-claim against its obligation to pay Base Rentals or Additional Rentals, provided,
however, that the making of any Base Rental or Additional Rental payment shall not
constitute a waiver by the Lessee of any rights, claims or defenses which the Lessee may
assert; and no action or inaction on the part of the Corporation shall affect the Lessee’s
obligation to pay Base Rentals or Additional Rentals during the Lease Term.

(b) So long as this Lease is in effect, the officer of the Lessee who is
responsible for formulating budget proposals with respect to payments of Base Rentals
and Additional Rentals is hereby directed (i) to estimate the Additional Rentals payable
in the next ensuing Fiscal Year prior to the submission of each annual budget proposal to
the Governing Body during the Lease Term; (ii) to include in each annual budget
proposal submitted to the Governing Body during the Lease Term the entire amount of
Base Rentals scheduled to be paid and the Additional Rentals estimated to be payable
during the next ensuing Fiscal Year; it being the intention of the Lessee that any decision
to appropriate Base Rentals and Additional Rentals and to renew this Lease shall be made
solely by the Governing Body, in its sole discretion, and not by any other department,
agency or official of the Lessee; and (iii) after such appropriation and renewal, to deliver
or cause to be delivered a Renewal Certificate in the form attached as Exhibit C hereto to
the Trustee by the last day of that Fiscal Year.

Section 6.04. Event of Nonappropriation and Nonrenewal.

(a) An Event of Nonappropriation and Nonrenewal shall be deemed to have

occurred:

(i) On the last day of any Fiscal Year if the Lessee has, on such date,
failed, for any reason, to provide a Renewal Certificate to the Trustee for the
succeeding Fiscal Year and failed, for any reason, to appropriate sufficient
amounts authorized and directed to be used to pay all Base Rentals scheduled to
be paid and all Additional Rentals estimated to be payable in the next ensuing
Fiscal Year; and

(ii) If

(A) An event described in Section 8.05(a) hereof has occurred,

(B) The Net Proceeds received as a consequence of such event

are not sufficient to repair, restore, modify, improve or replace the Leased
Property in accordance with Section 8.05 hereof, and

(C) The Lessee has not appropriated amounts sufficient to

proceed under clause (i) of Section 8.05(c) hereof by the last day of the
Fiscal Year in which such event occurred or by the last day of any
subsequent Fiscal Year in which the insufficiency of Net Proceeds to
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 repair, restore, modify, improve or replace the Leased Property becomes
apparent, on the last day of the Fiscal Year in which such event occurred
or on the last day of any subsequent Fiscal Year in which such
insufficiency became apparent, as applicable.

(b) Notwithstanding subsection (a) of this Section, the Corporation may, with
the consent of the Trustee, waive any such failure to appropriate and renew under
subsection (a) of this Section which is cured by the Lessee within a reasonable period of
time.

(c) In the event that the Lessee shall determine not to renew this Lease for the
subsequent Fiscal Year, the Lessee shall give written notice to such effect to the
Corporation and the Trustee not later than the last day of such Fiscal Year or earlier to the
extent the Lessee determines at an earlier date not to renew this Lease; provided,
however, that a failure to give such notice shall not (i) constitute an Event of Default,
(ii) prevent the Lessee from failing to renew this Lease or (iii) result in any liability on
the part of the Lessee.

(d) The Lessee shall furnish the Corporation and the Trustee with copies of all
renewal measures and appropriation measures relating to Base Rentals, Additional
Rentals or the Purchase Option Price promptly upon the adoption thereof by the
Governing Body of the Lessee.

Section 6.05. Limitations on Obligations of Lessee.

(a) Payment of Base Rentals and Additional Rentals by the Lessee shall
constitute currently appropriated expenditures of the Lessee and may be paid from any
legally available funds.

(b) The Lessee’s obligations under the Lease shall be of no further force and
effect if the Lessee fails to renew this Lease upon the occurrence of an Event of
Nonappropriation and Nonrenewal.

(c) No provision of the 2012A Certificates, the Indenture, or this Lease, shall
be construed or interpreted (i) to directly or indirectly obligate the Lessee to make any
payment in any Fiscal Year in excess of amounts appropriated for such Fiscal Year;
(ii) as creating a debt or multiple fiscal year direct or indirect debt or other financial
obligation whatsoever of the Lessee within the meaning of Article XI, Section 6 or
Article X, Section 20 of the Colorado Constitution, the Charter or any other constitutional
or statutory limitation or provision; (iii) as a delegation of governmental powers by the
Lessee; (iv) as a loan or pledge of the credit or faith of the Lessee or as creating any
responsibility by the Lessee for any debt or liability of any person, company or
corporation within the meaning of Article XI, Section 1 of the Colorado Constitution; or
(v) as a donation or grant by the Lessee to, or in aid of, any person, company or
corporation within the meaning of Article XI, Section 2 of the Colorado Constitution.

(d) The Lessee shall be under no obligation whatsoever to exercise its option
to purchase the Leased Property or renew this Lease.

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 (e) No provision of this Lease shall be construed to pledge or to create a lien
on any class or source of moneys of the Lessee, nor shall any provision of this Lease
restrict the future issuance of any obligations of the Lessee, payable from any class or
source of moneys of the Lessee.

ARTICLE VII

OPERATION AND MAINTENANCE OF LEASED PROPERTY

Section 7.01. Taxes, Utilities and Insurance.

(a) The Lessee shall pay, as a portion of Additional Rentals, all of the
following expenses with respect to the Leased Property:

(i) all taxes, assessments and other charges lawfully made by any
governmental body, provided that any such taxes, assessments or other charges
that may lawfully be paid in installments may be paid in installments as such
installments are due;

(ii) casualty and property damage insurance with respect to the Leased
Property in an amount equal to the lesser of: (A) the principal amount of all
Outstanding Proportional Certificates or (B) the full replacement value of the
Leased Property; and

(iii) public liability insurance with respect to the activities to be

undertaken by the Lessee in connection with the Leased Property and this Lease:
(A) to the extent such activities result in injuries for which immunity is available
under the Colorado Governmental Immunity Act, C.R.S. § 24 10 101 et seq. or
any successor statute, in an amount not less than the amounts for which the
Lessee may be liable to third parties thereunder and (B) for all other activities, in
an amount not less than $1,000,000 per occurrence.

(b) The insurance policies provided pursuant to subsection (a) of this Section
shall meet the following conditions: (i) any insurance policy may have a deductible
clause in an amount deemed reasonable by the Lessee; (ii) each insurance policy shall be
provided by an insurer that, at the time such policy is obtained or renewed, is rated “A”
by Best or in the two highest rating categories of S&P and Moody’s; (iii) each insurance
policy shall be so written or endorsed as to make losses, if any, payable to the Lessee, the
Corporation and the Trustee, as their respective interests may appear and to name the
Trustee as an additional insured party; (iv) each insurance policy shall contain a provision
to the effect that the insurance company shall not cancel the policy or modify it
materially and adversely to the interest of the Lessee, the Corporation or the Trustee
without first giving written notice thereof to the Lessee, the Corporation and the Trustee
at least 10 days in advance of such cancellation or modification; (v) upon request, each
insurance policy, or each certificate evidencing such policy, shall be provided to the
Trustee; (vi) full payment of insurance proceeds under any insurance policy up to the
dollar limit required by this Section in connection with damage to the Leased Property
shall, under no circumstance, be contingent on the degree of damage sustained at other

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 property owned or leased by the Lessee or any Sublessee; and (vii) each insurance policy
shall explicitly waive any co insurance penalty.

Section 7.02. Maintenance and Operation of Leased Property. The Lessee shall
maintain, preserve and keep the Leased Property, or cause the Leased Property to be maintained,
preserved and kept, in good repair, working order and condition, subject to normal wear and tear,
if any; shall operate the Leased Property, or cause the Leased Property to be operated, in an
efficient manner and at a reasonable cost; and shall make or cause to be made all necessary and
proper repairs, if any, except as otherwise provided in Section 8.04 and Section 8.05 hereof.

ARTICLE VIII

TITLE, ENCUMBRANCES, MODIFICATIONS OR ADDITIONS TO LEASED

PROPERTY OR CONDEMNATION OF LEASED PROPERTY

Section 8.01. Title to Leased Property. Title or leasehold interest to the Leased
Property and any and all additions and modifications thereto and replacements thereof shall be
held in the name of the Corporation, subject to this Lease, until liquidated, conveyed or
otherwise disposed of as provided in Article XII of this Lease, notwithstanding (a) nonrenewal of
this Lease by the Lessee by reason of an Event of Nonappropriation and Nonrenewal as provided
in Section 6.04 of this Lease; (b) the occurrence of one or more Events of Default as defined in
Section 12.01 of this Lease; (c) the occurrence of any event of damage, destruction,
condemnation, or, construction, manufacturing or design defect or title defect, as provided in
Section 8.05 of this Lease; or (d) the violation by the Corporation (or by the Trustee as assignee
of the Corporation pursuant to the Indenture) of any provision of this Lease.

The Lessee shall have no right, title or interest in the Leased Property or any additions,
modifications and improvements thereto, except as expressly set forth in this Lease.

Section 8.02. Limitations on Disposition of and Encumbrances on Leased Property.

(a) Except as otherwise permitted in this Article or Articles IX or XII hereof

and except for Permitted Encumbrances, (i) none of the Corporation, the Lessee or the
Trustee, shall sell, assign, transfer or convey any portion of or any interest in the Leased
Property or directly or indirectly create, incur or assume any mortgage, pledge, lien,
charge, encumbrance or claim on or with respect to the Leased Property; and (ii) the
Lessee shall promptly take such action as may be necessary to duly discharge any such
mortgage, pledge, lien, charge, encumbrance or claim.

(b) Notwithstanding subsection (a) of this Section, if the Lessee shall first
notify the Corporation and the Trustee of the intention of the Lessee to do so, the Lessee
may in good faith contest any such mortgage, pledge, lien, charge, encumbrance or claim
on or with respect to the Leased Property, and in the event of any such contest, may
permit the item so contested to remain undischarged and unsatisfied during the period of
such contest and any appeal therefrom, unless the Corporation or the Trustee shall notify
the Lessee that, in the opinion of Independent Counsel, whose fees shall be paid by the
Lessee as Additional Rentals, by failing to discharge or satisfy such item the interest of
the Corporation or the Trustee in the Leased Property will be materially interfered with or

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 endangered, or the Leased Property or any part thereof will be subject to loss or
forfeiture, in which event such item shall be satisfied and discharged forthwith; provided,
however, that such satisfaction and discharge shall not constitute a waiver by the Lessee
of the right to continue to contest such item. At the request of the Lessee, the
Corporation and the Trustee will cooperate fully with the Lessee in any such contest.

Section 8.03. Subleasing by Lessee. All or any part of the Leased Property may,
subject to Section 10.04 hereof, be subleased by the Lessee upon satisfaction of the following
conditions:

(a) This Lease, and the obligations of the Lessee hereunder, shall remain
obligations of the Lessee, and the Lessee shall maintain its direct relationship with the
Corporation, notwithstanding any sublease;

(b) The Corporation and the Trustee consent to such sublease, which consent
shall not be unreasonably withheld;

(c) No sublease shall extend beyond the Fiscal Year in which it becomes
effective; and

(d) No sublease shall be entered into unless the Corporation and the Trustee
have received an opinion of nationally recognized bond counsel to the effect that such
sublease would not adversely affect the exclusion of interest on any of the 2012A
Certificates from gross income for federal income tax purposes.

Section 8.04. Modification of Leased Property. The Lessee, at its own expense, may
make additions, modifications or improvements to, the Leased Property, provided that (i) such
additions, modifications and improvements (A) shall not in any way damage the Leased Property
as it existed prior thereto and (B) shall become part of the Leased Property owned by the
Corporation; (ii) the value of the Leased Property after such additions, modifications and
improvements shall be at least as great as the value of the Leased Property prior thereto; and
(iii) the Leased Property, after such additions, modifications and improvements, shall continue to
be used as provided in and shall otherwise be subject to the terms of this Lease.

Section 8.05. Damage, Condemnation of or Loss of Title to Leased Property.

(a) If (i) the Leased Property (or any portion thereof) is destroyed or damaged
by fire or other casualty, (ii) title to, or the temporary or permanent use of, the Leased
Property (or any portion thereof) or the estate of the Lessee, the Corporation or the
Trustee in the Leased Property (or any portion thereof), is taken under the exercise of the
power of eminent domain by any governmental body or by any Person acting under
governmental authority, (iii) a breach of warranty or any material defect with respect to
the Leased Property (or any portion thereof) becomes apparent or (iv) title to or the use of
the Leased Property (or any portion thereof) is lost by reason of a defect in the title
thereto, then, the Net Proceeds of any insurance, performance bond or condemnation
award or the Net Proceeds received as a consequence of any default or breach of
warranty under any contract relating to the Leased Property shall be deposited into a
special trust fund held by the Trustee.

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 (b) If the costs of the repair, restoration, modification, improvement or
replacement of the Leased Property following an event described in subsection (a) of this
Section are equal to or less than the Net Proceeds available, such Net Proceeds shall be
used promptly to repair, restore, modify, improve or replace the Leased Property (or
portion thereof) and any excess shall be delivered to the Lessee.

(c) If the costs of the repair, restoration, modification, improvement or

replacement of the Leased Property following an event described in subsection (a) of this
Section are more than the amount of Net Proceeds available, then:

(i) The Lessee may elect either

(A) To use the Net Proceeds promptly to repair, restore, modify

or improve or replace the Leased Property (or portion thereof) with
property of a value equal to or in excess of the value of the Leased
Property (or applicable portion thereof), and pay (subject to Article VI
hereof) as Additional Rentals the costs thereof in excess of the amount of
the Net Proceeds or

(B) To pay (subject to Article VI hereof) the Purchase Option

Price, in which case the Net Proceeds shall be delivered to the Lessee.

(ii) If, by the last day of the Fiscal Year in the event described in
subsection (a) of this Section occurred (or of any subsequent Fiscal Year in which
the insufficiency of Net Proceeds to repair, restore, modify, improve or replace
the Leased Property becomes apparent), the Lessee has not appropriated amounts
sufficient to proceed under either clause (i) of this subsection, an Event of
Nonappropriation and Nonrenewal shall be deemed to have occurred.

(d) The Lessee shall not voluntarily settle, or consent to the settlement of, any
proceeding arising out of any insurance claim, performance or payment bond claim,
prospective or pending condemnation proceeding, or any action relating to default or
breach of warranty under any contract relating to the Leased Property without the written
consent of the Corporation and the Trustee.

(e) No event described in subsection (a) of this Section shall affect the
obligation of the Lessee to pay Base Rentals or Additional Rentals hereunder, regardless
of whether the Leased Property is repaired, modified, improved or replaced in full or in
part, subject, however, to Article VI hereof.

ARTICLE IX

LESSEE’S PURCHASE OPTION

Section 9.01. Lessee’s Purchase Option. The Lessee is hereby granted the option to
purchase the Leased Property, in the aggregate, but not in part, by paying to the Trustee the
Purchase Option Price. The Purchase Option Price shall be an amount which, together with
other amounts then on deposit in the Debt Service Fund and the Project Fund that are available
for such purpose, is sufficient (a) to pay all the Outstanding Proportional Certificates at maturity,
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to redeem all the Outstanding Proportional Certificates in accordance with the redemption
provisions of the Indenture or to defease all the Outstanding Proportional Certificates in
accordance with the defeasance provisions of the Indenture; and (b) to pay all Additional Rentals
payable through the date of conveyance of the Leased Property to the Lessee or its designee
pursuant to this Article, including, but not limited to, all fees and expenses of the Trustee relating
to the conveyance of the Leased Property and the payment, redemption or defeasance of the
Proportional Certificates.

Section 9.02. Exercise of Lessee’s Purchase Option.

(a) The Lessee may exercise its option to purchase the Leased Property
pursuant to Section 9.01 hereof by (i) giving written notice to the Corporation and the
Trustee prior to the end of the Final Renewal Term (A) stating that the Lessee intends to
purchase the Leased Property pursuant to Section 9.01 hereof, (B) identifying the source
of funds it will use to pay the Purchase Option Price and (C) specifying a closing date for
such purpose which is at least 30 and not more than 90 days after the delivery of such
notice, (ii) paying the Purchase Option Price to the Trustee in immediately available
funds on the closing date, and (iii) providing written evidence of discharge of the
Proportional Certificates pursuant to the Indenture.

(b) At the closing of any purchase of the Leased Property pursuant to this
Section, the Corporation shall execute and deliver to the Lessee or its designee, and shall
cause the Trustee to execute and deliver to the Lessee or its designee, all necessary
documents assigning, transferring and conveying title to the Lessee or its designee in the
Leased Property, as it then exists, subject to the following: (i) Permitted Encumbrances,
other than this Lease and the Indenture; (ii) all liens, encumbrances and restrictions
created or suffered to exist by the Corporation as required or permitted by this Lease or
arising as a result of any action taken or omitted to be taken by the Corporation as
required or permitted by this Lease; (iii) any lien or encumbrance created or suffered to
exist by action of the Lessee; and (iv) those liens and encumbrances (if any) to which title
to the Leased Property was subject when acquired by the Corporation.

Section 9.03. Conveyance of Leased Property to Lessee at End of Final Renewal

Term. If the Lessee pays all Base Rentals scheduled to be paid through the end of the Final
Renewal Term and all Additional Rentals payable through the date of conveyance of the Leased
Property to the Lessee pursuant to this Section shall have been paid, the Leased Property shall be
assigned, transferred and conveyed to the Lessee or its designee at the end of the Final Renewal
Term in the manner described in Section 9.02(b) hereof without any additional payment by the
Lessee

ARTICLE X

GENERAL COVENANTS

Section 10.01. Further Assurances and Corrective Instruments. So long as this

Lease is in full force and effect and no Event of Nonappropriation and Nonrenewal or Event of
Default shall have occurred, the Corporation, the Lessee and the Trustee shall have full power to
carry out the acts and agreements provided herein and the Corporation, the Lessee and the
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Trustee shall from time to time, execute, acknowledge and deliver or cause to be executed,
acknowledged and delivered such supplements hereto and such further instruments as may
reasonably be required for correcting any inadequate or incorrect description of the Leased
Property leased or intended to be leased hereunder, or for otherwise carrying out the intention of
or facilitating the performance of this Lease. Upon execution of the Lease, the Lessee shall
provide to the Corporation a Closing Certificate in substantially the form as Exhibit F.

Section 10.02. Compliance With Requirements of Law. The Corporation, the Lessee
and the Trustee shall comply with all Requirements of Law in performing their respective
obligations with respect to the Leased Property hereunder. Without limiting the generality of the
preceding sentence, the Lessee, in particular, shall use the Leased Property in a manner such that
(a) the Leased Property at all times is operated in compliance with all Requirements of Law; and
(b) all permits required by Requirements of Law in respect of the Lessee’s use of the Leased
Property are obtained, maintained in full force and effect and complied with. The Lessee shall
provide an opinion of counsel in substantially the form as Exhibit D upon execution of this
Lease.

Section 10.03. Participation in Legal Actions.

(a) At the request of and at the cost of the Lessee, the Corporation and the
Trustee shall join and cooperate fully in any legal action in which the Lessee asserts its
right to the enjoyment of the Leased Property; that involves the imposition of any
charges, costs or other obligations or liabilities on or with respect to the Leased Property
or the Lessee’s enjoyment of the Leased Property for which the Lessee is responsible
hereunder; or that involves the imposition of any charges, costs or other obligations with
respect to the Lessee’s execution, delivery and performance of its obligations hereunder.

(b) At the request of the Corporation or the Trustee, the Lessee shall, at the
cost of the Lessee, join and cooperate fully in any legal action in which the Corporation
or the Trustee asserts its ownership of or interest in the Leased Property; that involves the
imposition of any charges, costs or other obligations on or with respect to the Leased
Property for which the Corporation or the Trustee is responsible hereunder; or that
involves the imposition of any charges, costs or other obligations with respect to the
execution and delivery of this Lease by the Corporation or the performance of its
obligations hereunder.

Section 10.04. Tax Covenant of Lessee. The Lessee will not use or permit others to use
the Leased Property in a manner that would cause interest on the 2012A Certificates to be
included in gross income for federal income tax purposes or to be an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations
(except, with respect to corporations, as such interest is required to be taken into account in
determining “adjusted net book income” for the purpose of computing the alternative minimum
tax imposed on such corporations). In furtherance of this covenant, the Lessee agrees to comply
with the procedures set forth in the tax compliance certificate attached in substantially the form
as Exhibit E delivered in connection with the issuance of the 2012A Certificates. Lessee and the
Corporation hereby designate that Executive Director of the Manager of the Corporation will
undertake to assist Lessee in monitoring use of the Leased Property and the taking of any
necessary remedial actions to the extent available under the Internal Revenue Code and
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regulations to correct deliberate actions with respect to the Leased Property in order protect the
tax-exemption of interest on the 2012A Certificates. The covenants set forth in this Section shall
remain in full force and effect notwithstanding the payment in full or defeasance of the
Proportional Certificates until the date on which all obligations in fulfilling such covenants have
been met.

Section 10.05. Payment of Expenses of the Corporation and the Trustee. The Lessee
shall pay to the Corporation, as Additional Rent, (a) the Program Fees when billed by the
Corporation in each Fiscal Year, and (b) upon an invoice from the Corporation, the reasonable
expenses of the Corporation, including without limitation the costs of enforcing this Lease, and
costs of defending any claim or action brought against the Corporation or its directors or officers
relating to this Lease unless caused by the willful misconduct or gross negligence of the
Corporation. In addition, the Lessee shall pay to the Trustee, as Additional Rent, the reasonable
fees and expenses of the Trustee in connection with the Leased Property, this Lease, the
Indenture, the 2012A Certificates, or any matter related thereto, including, but not limited to,
costs of defending any claim or action brought against the Trustee or its directors or officers
relating to the foregoing, unless caused by the willful misconduct or gross negligence of the
Trustee.

Section 10.06. Payments to Reserve Fund and Rebate Fund of Program Fees.
Subject to annual appropriation, the City shall pay to the Trustee the Program Fees and all
amounts required to be deposited into the Rebate Fund as and when required by the Indenture.

Section 10.07. Covenant to Provide Financial Information and Continuing

Disclosure. To the extent required by the Corporation, Lessee will provide annual financial
updates including audited financial statements when available (but not later than 210 days after
the end of the Fiscal Year) and annual budgets within 30 days of their adoption. In addition, the
Lessee shall assist the Corporation with its obligations under any continuing disclosure
agreement executed by the Corporation relating to the 2012A Certificates.

ARTICLE XI

LIMITS ON OBLIGATIONS OF CORPORATION

Section 11.01. Disclaimer of Warranties. THE CORPORATION MAKES NO

WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE
VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR FITNESS FOR USE OF THE LEASED PROPERTY OR ANY
OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASED
PROPERTY OR ANY PORTION THEREOF. In no event shall the Corporation be liable for
any direct or indirect, incidental, special or consequential damage in connection with or arising
out of this Lease or the existence, furnishing, functioning or use by the Lessee of any item,
product or service provided for herein.

Section 11.02. Financial Obligations of Corporation Limited to Available Funds.

Notwithstanding any other provision hereof, all financial obligations of the Corporation under
this Lease, except those resulting from its gross negligence or willful misconduct, are limited to
the Trust Estate (except the Rebate Fund).
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 ARTICLE XII

EVENTS OF DEFAULT AND REMEDIES

Section 12.01. Events of Default Defined.

(a) Any of the following shall constitute an “Event of Default” under this
Lease:

(i) failure by the Lessee to pay any specifically appropriated Base

Rentals to the Trustee on or before the applicable Base Rental Payment Date;
provided, however, that a failure by the Lessee to pay Base Rentals on the
applicable Base Rental Payment Date shall not constitute an Event of Default if
such payment is received by the Trustee within five days following such Base
Rental Payment Date;

(ii) failure by the Lessee to pay any Additional Rental for which funds
have been specifically appropriated when due, or if such Additional Rental is
payable to a Person other than the Corporation or the Trustee, when nonpayment
thereof has, or may have, a material adverse effect upon the 2012A Certificates,
the Leased Property or the interest of the Corporation or the Trustee in the Leased
Property;

(iii) failure by the Lessee to surrender the Leased Property immediately

following an Event of Nonappropriation and Nonrenewal in accordance with
Section 4.02(b) hereof;

(iv) any sublease, assignment, encumbrance, conveyance or other

transfer of the interest of the Lessee in all or any portion of the Lease or the
Leased Property or any succession to all or any portion of the interest of the
Lessee in the Leased Property in violation of Section 13.02 hereof; or

(v) failure by the Lessee to observe and perform any covenant,

condition or agreement on its part to be observed or performed, other than as
referred to in clause (i), (ii), (iii) or (iv) above, for a period of 30 days after
written notice, specifying such failure and requesting that it be remedied shall be
given to the Lessee by the Trustee, unless the Trustee shall agree in writing, prior
to the expiration of the 30-day period, to an extension of not more than 60 days;
provided, however, that if the failure stated in the notice cannot be corrected
within the original 30-day period, the Trustee shall not withhold its consent to an
extension of up to 60 days if corrective action shall be instituted by the Lessee
within such time period and diligently pursued until the default is corrected.

(b) The provisions of subsection (a) of this Section are subject to the
following limitations:

(i) The Lessee shall be obligated to pay Base Rentals and Additional
Rentals only during the Lease Term, except as otherwise expressly provided in
Section 4.02(b)(ii) hereof; and
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 (ii) If, by reason of Force Majeure, the Lessee shall be unable in whole
or in part to carry out any agreement on its part herein contained, other than its
obligation to pay Base Rentals or Additional Rentals hereunder, the Lessee shall
not be deemed in default during the continuance of such inability; provided,
however, that the Lessee shall, as promptly as legally and reasonably possible,
remedy the cause or causes preventing the Lessee from carrying out such
agreement, except that the settlement of strikes, lockouts and other industrial
disturbances shall be entirely within the discretion of the Lessee.

Section 12.02. Remedies on Default. Whenever any Event of Default shall have
happened and be continuing, the Trustee, acting for the Corporation, may, without any further
demand or notice take one or any combination of the following remedial steps:

(a) Terminate the Lease Term and give notice to the Lessee to immediately
vacate or return the real property included in the Leased Property, in the manner provided
in Section 4.02(b) hereof;

(b) Sell or lease its interest in all or any portion of the Leased Property;

(c) Recover from the Lessee:

(i) the portion of Base Rentals and Additional Rentals payable

pursuant to Section 4.02(b)(ii) hereof; and

(ii) the portion of Base Rentals and Additional Rentals for the then
current Fiscal Year that has been specifically appropriated by the Governing Body
of the Lessee, regardless of when the Lessee returns or vacates the Leased
Property.

(d) Enforce any provision of this Lease by equitable remedy, including, but
not limited to, enforcement of the restrictions on assignment, encumbrance, conveyance,
transfer or succession under Article XIII hereof by specific performance, writ of
mandamus or other injunctive relief; and

(e) Take whatever action at law or in equity may appear necessary or

desirable to enforce its rights in and to the Leased Property under this Lease, subject,
however, to the limitations on the obligations of the Lessee set forth in Sections 6.05 and
12.03 hereof and the limitations on the obligations of the Corporation set forth in
Article X hereof.

Section 12.03. Limitations on Remedies. A judgment requiring a payment of money

may be entered against the Lessee by reason of an Event of Default only as to the Lessee’s
liabilities described in Section 12.02(c) hereof and for the costs, expenses and fees of the
Corporation. A judgment requiring a payment of money may be entered against the Lessee by
reason of an Event of Nonappropriation and Nonrenewal, or a failure to return or vacate the
Leased Property following an Event of Nonappropriation and Nonrenewal, only to the extent
provided in Section 12.02(c)(i) hereof.

21
4821-2076-0593.4
 Section 12.04. No Remedy Exclusive. Subject to Section 12.03 hereof, no remedy
herein conferred upon or reserved to the Corporation is intended to be exclusive, and every such
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity. No delay or omission to exercise any right or
power accruing upon any default shall be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient. In order to
entitle the Corporation to exercise any remedy reserved in this Article, it shall not be necessary
to give any notice, other than such notice as may be required in this Article.

Section 12.05. Waivers.

(a) The Corporation may waive any Event of Default under this Lease and its
consequences. In the event that any agreement contained herein should be breached by
either party and thereafter waived by the other party, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach
hereunder.

(b) In the event the Trustee waives any Event of Default described in
Section 12.01(a)(i) hereof, any subsequent payment by the Lessee of Base Rentals then
due and owing shall be paid to the Trustee to be applied in accordance with the terms of
the Indenture.

ARTICLE XIII

MISCELLANEOUS

Section 13.01. Corporation’s Rights, Title and Interest in Trust for Benefit of
Owners; Successor Corporation; Assignment by Corporation. The Corporation shall place
its interest in the Leased Property and its rights, title and interest in, to and under this Lease
(other than the Corporation’s rights to payment of its fees and expenses and the rights of third
parties to Additional Rentals payable to them) in trust for the benefit of the Owners pursuant to
the Indenture. Any successor trustee under the Indenture shall automatically succeed to the
previous trustee’s interest in the Leased Property and the previous trustee’s rights, title, interest
and obligations in, to and under this Lease. The Corporation shall not, except as provided in this
Section or as otherwise provided elsewhere in this Lease or in the Indenture, assign, convey or
otherwise transfer to any Person any of the Corporation’s interest in the Leased Property or the
Corporation’s rights, title or interest in, to or under this Lease.

Section 13.02. Transfer of Lessee’s Interest in Lease and Leased Property

Prohibited. Except for (i) the Corporation’s assignment of this Lease and mortgaging of the
Leased Property to the Trustee under the Indenture, (ii) any exercise by the Trustee of the
remedies provided in this Lease, (iii) any conveyance to the Lessee pursuant to Article IX hereof
upon payment of the Purchase Option Price, upon the expiration of the scheduled Lease Term or
regarding the release of certain of the Leased Property, (iv) the Lessee’s rights to sublease under
Section 8.03 hereof, or (v) any modifications to the Leased Property under Section 8.04 hereof,
the Lessee shall not sublease, assign, encumber, convey or otherwise transfer all or any portion
of its interest in this Lease or the Leased Property to any Person, whether now in existence or
organized hereafter.
22
4821-2076-0593.4
 Section 13.03. Binding Effect. This Lease shall inure to the benefit of and shall be
binding upon the Corporation and the Lessee and their respective successors and assigns, subject,
however, to the limitations set forth in Sections 13.01 and 13.02 hereof. The Trustee shall be a
third party beneficiary of this Lease to the extent rights are granted to it herein and, by accepting
the assignment of the Corporation’s interest herein pursuant to the Indenture, it shall be bound by
the terms hereof. This Lease and the covenants set forth herein are expressly intended to be
covenants, conditions and restrictions running with the Leased Property and the leasehold estate
in the Leased Property under this Lease.

Section 13.04. Corporation, Lessee and Trustee Representatives. Whenever under

the provisions hereof the approval of the Corporation, the Lessee or the Trustee is required, or
the Lessee, the Corporation or the Trustee is required to take some action at the request of the
other, unless otherwise provided, such approval or such request shall be given for the
Corporation by the Corporation Representative, for the Lessee by the Lessee Representative and
for the Trustee by Trustee Representative, and the Corporation, the Lessee and the Trustee shall
be authorized to act on any such approval or request.

Section 13.05. Manner of Giving Notices. All notices, certificates or other

communications hereunder shall be in writing and shall be deemed given when mailed by
certified or registered mail, postage prepaid, addressed as follows: if to the Lessee: Evans Fire
Protection District, 1100 37th Street, Evans, Colorado 80620; if to the Corporation: 1400 16th
St., 4th Floor, Denver, CO 80202; if to the Trustee, to UMB Bank, n.a., 1670 Broadway, Denver,
Colorado 80202, Attention: Corporate Trust Services. The entities listed above may, by written
notice, designate any further or different addresses to which subsequent notices, certificates or
other communications shall be sent.

Section 13.06. No Individual Liability. All covenants, stipulations, promises,

agreements and obligations of the Lessee or the Corporation, as the case may be, contained
herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of
the Lessee or the Corporation, as the case may be, and not of any member, director, officer,
employee, servant or other agent of the Lessee or the Corporation in his or her individual
capacity, and no recourse shall be had on account of any such covenant, stipulation, promise,
agreement or obligation, or for any claim based thereon or hereunder, against any member,
director, officer, employee, servant or other agent of the Lessee or the Corporation or any natural
person executing this Lease or any related document or instrument.

Section 13.07. Amendments, Changes and Modifications. Except as otherwise

provided herein and subject to terms of the Indenture, this Lease may not be effectively
amended, changed, modified or altered other than by the execution of a subsequent document in
the same manner as this Lease is executed.

Section 13.08. Events Occurring on Days that are not Business Days. If the date for
making any payment or the last day for performance of any act or the exercising of any right
under this Lease is a day that is not a Business Day, such payment may be made, such act may be
performed or such right may be exercised on the next succeeding Business Day, with the same
force and effect as if done on the nominal date provided in this Lease.

23
4821-2076-0593.4
 Section 13.09. Severability. In the event that any provision of this Lease, other than the
obligation of the Lessee to pay Base Rentals or Additional Rentals and the Purchase Option Price
hereunder and the obligation of the Corporation to provide quiet enjoyment of the Leased
Property and to convey the Leased Property to the Lessee pursuant to Article IX hereof, shall be
held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.

Section 13.10. Captions. The captions or headings herein are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of this Lease.

Section 13.11. Applicable Law. The laws of the State shall be applied in the
interpretation, execution and enforcement of this Lease and the exclusive venue for any litigation
concerning this Lease shall lie only in the City and County of Denver, Colorado.

Section 13.12. Execution in Counterparts. This Lease may be simultaneously

executed in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

Section 13.13. No Merger. The Lessee, the Corporation and the Trustee intend that the
legal doctrine of merger shall have no application to this Lease and that neither the execution and
delivery of the Lease by the Corporation and the Lessee nor the exercise of any remedies under
this Lease shall operate to terminate or extinguish this the Lease, except as specifically provided
herein and therein.

[Signature Page to Lease Purchase Agreement Follows]

24
4821-2076-0593.4
 IN WITNESS WHEREOF, the Corporation and the Lessee have executed this Lease as
of the date first above written.

COLORADO DEVELOPMENT FINANCE

CORPORATION LLC
By: Capital Asset Finance Corporation,
A Colorado nonprofit corporation,
its sole member, as Lessor

By
President

[Signature Page 1 to Lease Purchase Agreement]

4821-2076-0593.4
 EVANS FIRE PROTECTION DISTRICT, as
Lessee

By
Authorized Officer

[Signature Page 2 to Lease Purchase Agreement]

4821-2076-0593.4
 EXHIBIT A

DESCRIPTION OF THE LEASED PROPERTY

Equipment Type: 1,500 gallon per minute triple combination pumper

(pump, water tank and hose bed) with a 78 foot rear
mount aerial ladder, commonly called a “quint,” with a
two axle (single rear axle) chassis and custom cab-
forward body.
Cost: $700,000
Vendor: Rosenbauer/Minnesota Division, LLC
Location: Evans, Colorado
Year Placed or to be Placed in 2013
Service:
Remaining Economic Life (Years): 10

A-1
4821-2076-0593.4
 EXHIBIT B

BASE RENTAL PAYMENT SCHEDULE

Principal & Reserve Fee Annual

Date Principal Interest Interest Total

07/15/2013 $75,000 $11,493.63 $86,493.63 $996.88 $87,490.51

01/15/2014 10,017.50 10,017.50
07/15/2014 65,000 10,017.50 75,017.50 1,625.00 86,660.00
01/15/2015 9,481.25 9,481.25
07/15/2015 65,000 9,481.25 74,481.25 1,462.50 85,425.00
01/15/2016 8,750.00 8,750.00
07/15/2016 65,000 8,750.00 73,750.00 1,300.00 83,800.00
01/15/2017 7,937.50 7,937.50
07/15/2017 70,000 7,937.50 77,937.50 1,137.50 87,012.50
01/15/2018 6,975.00 6,975.00
07/15/2018 70,000 6,975.00 76,975.00 962.50 84,912.50
01/15/2019 5,925.00 5,925.00
07/15/2019 75,000 5,925.00 80,925.00 787.50 87,637.50
01/15/2020 4,612.50 4,612.50
07/15/2020 75,000 4,612.50 79,612.50 600.00 84,825.00
01/15/2021 3,300.00 3,300.00
07/15/2021 80,000 3,300.00 83,300.00 412.50 87,012.50
01/15/2022 1,700.00 1,700.00
07/15/2022 85,000 1,700.00 86,700.00 212.50 88,612.50

Total 725,000 128,891.13 853,891.13 9,496.88 863,388.01

B-1
4821-2076-0593.4
 EXHIBIT C

FORM OF RENEWAL CERTIFICATE

The undersigned officer of the Evans Fire Protection District (the “Lessee”) hereby
certifies in compliance with Section 6.03 of the Lease Purchase Agreement, dated as of
December 1, 2012 (the “Lease”) between the Lessee and Colorado Development Finance
Corporation LLC, that as of the date of this Renewal Certificate the governing body of the
Lessee has taken such actions necessary to renew the Lease for fiscal year _____ and thereby has
avoided an Event of Nonappropriation and Nonrenewal under the Lease.

Dated this _____ day of __________, ______.

, Lessee

By:
Title:

C-1
4821-2076-0593.4
 EXHIBIT D

FORM OF OPINION OF COUNSEL TO LESSEE

[CLOSING DATE]

Colorado Development Finance Corporation LLC

Lessor

UMB Bank, n.a.

Trustee

Re: Lease Purchase Agreement dated as of December 1, 2012 (the “Lease”) by and between Colorado
Development Finance Corporation LLC , as lessor (the “Corporation”), and the Evans Fire
Protection District, as lessee (the “Lessee”)

Ladies and Gentlemen:

As counsel for Lessee, we have been requested to furnish you with an opinion in connection with the
execution by Lessee of the Lease. All capitalized terms used in this opinion shall, unless the context requires
otherwise, have the meanings set forth in the Lease.

We have examined an executed original of the Lease, certified copies of the proceedings of the Governing
Body of Lessee authorizing the execution and delivery of the Lease and certain other security instruments and
documents.

In addition, we have examined such other documents and made such investigation and such examination of
law as we have deemed necessary or appropriate for the purposes of the following opinion.

Based upon the foregoing, we are of the opinion that:

1. Lessee is a special district of the State, validly existing under the laws of the State, with full power
to carry out and perform its obligations under the Lease. The Lessee has the full legal right and authority to lease
the Leased Property and to enter into the Purchase Agreement.

2. The proceedings of the Lessee’s Governing Body authorizing the Lessee to acquire the Leased
Property were duly and lawfully adopted and approved in accordance with applicable Colorado law at meetings duly
called pursuant to necessary public notice and held in accordance with applicable Colorado law at which quorums
were present and acting throughout and were published in accordance with applicable Colorado law.

3. The proceedings of the Lessee’s Governing Body approving the Lease and the Purchase
Agreement (collectively, the “Lease Documents”) and authorizing their execution, issuance and delivery on behalf
of the Lessee have been duly and lawfully adopted and approved in accordance with the resolution of its Governing
Body and applicable Colorado law, at meetings duly called pursuant to necessary public notice and held in
accordance with applicable Colorado law, and at which quorums were present and acting throughout and were
published in accordance with applicable Colorado law.

4. The authorization, execution and delivery of the Lease Documents by the Lessee, the observation
and performance by the Lessee of its duties, covenants, obligations and agreements thereunder and the
consummation of the transactions contemplated therein and the undertaking and acquisition of the Leased Property,
do not and will not contravene any existing law or any existing order, injunction, judgment, decree, rule or
regulation of any court or governmental or administrative agency, authority or person having jurisdiction over the
Lessee or its property or assets.

4821-2076-0593.4
 5. There is no litigation or other proceeding pending or threatened in any court or other tribunal of
competent jurisdiction (either State or Federal) questioning the creation, organization or existence of the Lessee or
of the validity, legality or enforceability of the Lease Documents or the undertaking or completion of the acquisition
of the Leased Property, which if adversely determined, could materially adversely affect (a) the financial position of
the Lessee, (b) the ability of the Lessee to perform its obligations under the Lease Documents, (c) the security for
the Lease Documents, or (d) the transactions contemplated by the Lease Documents.

6. The Lease Documents have been duly authorized, and delivered and, assuming the due and proper
authorization, execution and delivery thereof by the other parties thereto, constitutes valid and legally binding
obligations of Lessee and, enforceable against Lessee in accordance with their terms.

This opinion may be relied upon by the addressees hereto and any of their successors and any assignee of
the Lease.

Very truly yours,

D-2
4821-2076-0593.4
 EXHIBIT E

NO FORM OF TAX CERTIFICATE REQUIRED (CERTIFICATES LESS THAN

$1,000,000)

4821-2076-0593.4
 EXHIBIT F

FORM OF CLOSING CERTIFICATE OF LESSEE

We, the undersigned, hereby certify that we are duly elected, qualified and acting officers of the Evans Fire
Protection District (“Lessee”). In connection with the execution and delivery of the Lease Purchase Agreement
dated as of December 1, 2012 and the Exhibits thereto (collectively, the “Lease”) among Lessee and Colorado
Development Finance Corporation LLC (“Lessor”), we hereby further certify as follows (capitalized undefined
terms in this Certificate shall have the meanings given to them in the Lease):

1. The Lessee is a duly and regularly created, organized, and existing fire protection district under the
laws of the State of Colorado.

2. From November 1, 2012, to and including the date of this Certificate, the following were
continuously the duly chosen, qualified, and acting members of the Governing Body of the Lessee:

[list officials]

3. The Lessee has full power and authority to consummate all transactions contemplated by (i) the
Lease; (ii) the Resolution of the Lessee authorizing the execution and delivery of the Transaction Documents (as
defined below) and other matters related thereto (the “Authorizing Board Action”); (iii) the Lease; and (iv) all other
documents executed and delivered by the Lessee in connection with the issuance of the Lease, the Purchase
Agreement, including but not limited to the Internal Revenue Service Form 8038-G (all Authorizing Board Action,
documents, agreements and instruments referred to in clauses (i) through (iv) above, collectively, are referred to
herein as the “Transaction Documents”).

4. The Lessee has duly authorized and has taken all necessary action to be taken by it to carry out,
give effect to and consummate the transactions contemplated by the Transaction Documents.

5. The Transaction Documents to which the Lessee is a party and all other documents, agreements
and instruments that may be required to be executed, delivered, received or performed by the Lessee in order to
carry out, give effect to and consummate the transactions contemplated by the Transaction Documents have been
duly authorized, executed, received and delivered by the Lessee and, assuming their enforceability against the other
parties thereto, constitute valid, legal and binding obligations of the Lessee, enforceable in accordance with their
terms, subject only to bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and
equitable principles, whether considered at law or in equity.

6. The execution, delivery, receipt and due performance of the Transaction Documents to which the
Lessee is a party and the consummation of the transactions contemplated by the Transaction Documents do not
conflict with or result in a breach of the terms, conditions or provisions of any restriction or any agreement or
instrument to which the Lessee is now a party or by which the Lessee is bound, in a manner which affects the
validity or enforceability of the provisions of the Transaction Documents or constitute a default under any of the
foregoing.

7. To the knowledge of the Lessee, there is no litigation or proceeding pending or threatened against
the Lessee or any other person affecting the right of the Lessee to execute and deliver any of the Transaction
Documents, the ability of the Lessee to make the payments required under the Lease or the ability of the Lessee
otherwise to comply with its obligations under the Transaction Documents to which the Lessee is a party.

8. The issuance of the 2012A Certificates and execution of the Lease will not directly, indirectly or
contingently, constitute a debt, indebtedness or multiple-fiscal year direct or indirect debt or other financial
obligation of the Lessee or obligate the Lessee to levy any form of taxation therefor or to make any appropriation for
their payment.

4821-2076-0593.4
 9. Each of the representations and warranties of the Lessee contained in the Transaction Documents
is true and correct as of the date hereof.

10. The Lessee has not assigned or pledged any of its rights under or interest in the Lease.

11. To the best of our knowledge, none of the undersigned, or any other officer or employee of the
Lessee, is interested, directly or indirectly, in the profits of any contract or services to be performed in connection
with the Project (except in the performance of his or her official rights, privileges, powers and duties); nor have such
persons solicited or received any payment, commission, money or anything of value or derived any benefit, profit or
advantage directly or indirectly, from or by reason of any dealings with or service for the Lessee in connection with
the Lease, the Purchase Agreement or the 2012A Certificates.

12. Each of the officers of the Lessee, as set forth in paragraph 2 above, and as may be changed from
time to time, is hereby appointed, respectively, as a “Lessee Representative,” as that term is defined in the Lease.
Each of the above-named persons shall serve in such capacity until his or her successor is named in a certificate
superseding this certificate given to the Corporation and Trustee.

14. Lessee hereby agrees that all representations and warranties contained in this Certificate shall
inure to the benefit of the Lessor and the Trustee and their respective successors and assigns.

DATED: __________, __, 20__

[SEAL] EVANS FIRE PROTECTION DISTRICT

By:
Title:
Date:

F-2
4821-2076-0593.4
FORM OF MASTER TRUST INDENTURE
 Peck Shaffer draft of 12/9/2012

[This page intentionally left blank]

 MASTER TRUST INDENTURE

between

COLORADO DEVELOPMENT FINANCE CORPORATION LLC

as Grantor

and

UMB BANK, N.A.,

as Trustee

Dated as of December 1, 2012

4821-2933-9150.7
 Peck Shaffer draft of 12/9/2012

[This page intentionally left blank]

 TABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS.................................................................................................................................. 4
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND DELIVERY OF CERTIFICATES
Section 2.01. Authorized Amount and Name of Certificates ................................................. 13
Section 2.02. Execution and Delivery of Certificates ............................................................. 13
Section 2.03. Form of Certificates .......................................................................................... 14
Section 2.04. Limited Obligations .......................................................................................... 14
Section 2.05. Execution of Certificates................................................................................... 14
Section 2.06. Conditions to Execution and Delivery of Certificates ...................................... 14
Section 2.07. Mutilated, Lost, Stolen or Destroyed Certificates ............................................ 15
Section 2.08. Registration of Certificates; Persons Treated as Owners; Transfer and
Exchange of Certificates ................................................................................... 16
Section 2.09. Cancellation of Certificates............................................................................... 18
Section 2.10. Execution and Delivery of Supplemental Indentures, Leases,
Amendments to Lease and Defeasance Escrow Agreements; Delivery of
Certificates; Application of Proceeds ............................................................... 18
Section 2.11. Negotiability ..................................................................................................... 18
ARTICLE III
FUNDS AND ACCOUNTS
Section 3.01. Base Rentals Fund............................................................................................. 19
Section 3.02. Reserve Fund .................................................................................................... 20
Section 3.03. Project Fund ...................................................................................................... 21
Section 3.04. Rebate Fund ...................................................................................................... 22
Section 3.05. Nonpresentment of Certificates ........................................................................ 23
Section 3.06. Moneys to be Held in Trust .............................................................................. 23
Section 3.07. Repayment to each Lessee From the Trustee ................................................... 24
ARTICLE IV
REDEMPTION OF CERTIFICATES
Section 4.01. Redemption Provisions Set Forth in Supplemental Indentures ........................ 24
Section 4.02. Notice of Redemption ....................................................................................... 24
Section 4.03. Redemption Payments ...................................................................................... 24

4821-2933-9150.7
Section 4.04. Cancellation ...................................................................................................... 24
Section 4.05. Delivery of New Certificates Upon Partial Redemption of Certificates........... 24
Section 4.06. Program Redemption; Mandatory Extraordinary Series Redemption .............. 24
ARTICLE V
INVESTMENTS
Section 5.01. Investment of Moneys....................................................................................... 26
Section 5.02. Tax Certification ............................................................................................... 27
ARTICLE VI
COVENANTS OF THE CORPORATION
Section 6.01. Representations and Covenants Regarding Execution, Delivery and
Performance of Indenture ................................................................................. 27
Section 6.02. Maintenance of Existence; Performance of Obligations .................................. 28
Section 6.03. Tax Covenant .................................................................................................... 28
Section 6.04. Title Insurance .................................................................................................. 29
Section 6.05. Sale or Encumbrance of Leased Property ......................................................... 29
Section 6.06. Rights of Trustee under Leases ......................................................................... 29
Section 6.07. Defense of Trust Estate ..................................................................................... 29
Section 6.08. Limited Activity Enterprise .............................................................................. 29
Section 6.09. Inspection of the Leased Property..................................................................... 29
ARTICLE VII
DEFAULTS AND REMEDIES
Section 7.01. Events of Default .............................................................................................. 30
Section 7.02. Remedies on Default ......................................................................................... 30
Section 7.03. Majority of Owners May Control Proceedings ................................................. 31
Section 7.04. Rights and Remedies of Owners ....................................................................... 31
Section 7.05. Purchase of Leased Property by Owner or Trustee; Application of
Certificates Toward Purchase Price .................................................................. 31
Section 7.06. Waiver of Appraisement, Valuation, Stay, Execution and Redemption
Laws .................................................................................................................. 32
Section 7.07. Trustee May Enforce Rights Without Certificates............................................ 32
Section 7.08. Trustee to File Proofs of Claim in Receivership, Etc ....................................... 33
Section 7.09. Delay or Omission No Waiver .......................................................................... 33
Section 7.10. No Waiver of One Event of Default to Affect Another .................................... 33
Section 7.11. Discontinuance of Proceedings on Event of Default; Position of Parties
Restored ............................................................................................................ 33

ii
4821-2933-9150.7
Section 7.12. Waivers of Events of Default ............................................................................ 33
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Representations and Covenants Regarding Execution, Delivery and
Performance of Indenture ................................................................................. 34
Section 8.02. Duties of the Trustee ......................................................................................... 35
Section 8.03. Compensation of Trustee .................................................................................. 37
Section 8.04. Resignation or Replacement of Trustee ............................................................ 38
Section 8.05. Conversion, Consolidation or Merger of Trustee ............................................. 39
Section 8.06. Intervention by Trustee ..................................................................................... 39
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01. Supplemental Indentures Not Requiring Consent of Owners ........................... 39
Section 9.02. Supplemental Indentures Requiring Consent of Owners .................................. 40
Section 9.03. Execution of Supplemental Indenture ............................................................... 41
Section 9.04. Amendments, etc., of the Lease Not Requiring Consent of Owners ................ 41
Section 9.05. Amendments, etc., of the Lease Requiring Consent of Owners ....................... 42
Section 9.06. Notices to Rating Agencies............................................................................... 42
ARTICLE X
MISCELLANEOUS
Section 10.01. Discharge of Indenture ...................................................................................... 42
Section 10.02. Further Assurances and Corrective Instruments ............................................... 44
Section 10.03. Financial Obligations of Corporation Limited to Trust Estate ......................... 44
Section 10.04. Evidence of Signature of Owners and Ownership of Certificates .................... 44
Section 10.05. Parties Interested Herein ................................................................................... 45
Section 10.06. Corporation and Trustee Representatives ......................................................... 45
Section 10.07. Titles, Headings, Etc ......................................................................................... 45
Section 10.08. Manner of Giving Notices ................................................................................ 45
Section 10.09. No Individual Liability ..................................................................................... 45
Section 10.10. Events Occurring on Days that are not Business Days ..................................... 45
Section 10.11. Severability ....................................................................................................... 45
Section 10.12. Captions ............................................................................................................ 46
Section 10.13. Applicable Law ................................................................................................. 46
Section 10.14. Execution in Counterparts................................................................................. 46

iii
4821-2933-9150.7
Section 10.15. Electronic Transactions ..................................................................................... 46
APPENDIX A FORM OF PROJECT ACCOUNTS REQUISITION.............................................. 1

iv
4821-2933-9150.7
 THIS MASTER TRUST INDENTURE (this “Master Indenture”) is dated as of
December 1, 2012, and is entered into by and between COLORADO DEVELOPMENT
FINANCE CORPORATION, as grantor (the “Corporation”), and UMB BANK, N.A., Denver,
Colorado, a national banking association duly organized and validly existing under the laws of the
United States of America, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the Corporation (a) is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Colorado (the “State”); (b) is duly
qualified to do business in the State; and (c) is authorized, under its articles of organization and
operating agreement, actions of Capital Asset Finance Corporation, its sole Member and
applicable law, to own and manage its properties, to conduct its affairs in the State, to lease the
Leased Property (defined herein) to the Lessees, to enter in lease agreements with individual
Lessees to accomplish each Project, to grant the Trust Estate (defined herein) to the Trustee, and to
execute, deliver and perform its obligations under the Leases (defined herein) and this Master
Indenture; and

WHEREAS, the Trustee (a) is a national banking association that is duly organized, validly
existing and in good standing under the laws of the United States of America; (b) is duly qualified
to do business in the State; and (c) is authorized, under its articles of association, action of its
board of directors and applicable law, to conduct its affairs in the State, to accept the grant of the
Trust Estate (defined herein) from the Corporation hereunder and to execute, deliver and perform
its obligations under this Master Indenture; and

WHEREAS, pursuant to this Master Indenture, all of the Corporation’s right, title and
interest in the Base Rentals received and to be received pursuant to the Leases and the
Corporation’s rights to receive certain other payments as provided herein and in such Leases, and
the Corporation’s duties under the Leases, are hereby absolutely, presently and irrevocably
assigned by the Corporation to the Trustee; and

WHEREAS, the Certificates (collectively, the “Certificates”) executed and delivered

pursuant to this Master Indenture and each and every Supplemental Indentures (collectively, the
“Indenture”) shall be special, limited obligations payable solely from the Trust Estate (defined
herein) on the terms provided in the Indenture; and

WHEREAS, each Series of Certificates shall evidence undivided interests in the right to
receive Lease Revenues, shall be payable solely from the Trust Estate and no provision of the
Certificates, the Indenture or any Lease shall be construed or interpreted (1) to directly or
indirectly obligate Lessees to make any payment in any Fiscal Year (defined herein) in excess of
amounts appropriated for such Fiscal Year; (2) as creating a debt or multiple fiscal year direct or
indirect debt or other financial obligation whatsoever of Lessees within the meaning of Article XI,
Section 6 or Article X, Section 20 of the Colorado Constitution or any other constitutional or
statutory limitation or provision; (3) as a delegation of governmental powers by the Lessees; (4) as
a loan or pledge of the credit or faith of the Lessees or as creating any responsibility of the Lessees
for any debt or liability of any person, company or corporation within the meaning of Article XI,
Section 1 of the Colorado Constitution; (5) as a donation or grant by the Lessees to, or in aid of,

4821-2933-9150.7
any person, company or corporation within the meaning of Article XI, Section 2 of the Colorado
Constitution; or (6) to subject directors, officers, employees, attorneys or agents of the
Corporation to any pecuniary liability by virtue of the Certificates, the Indenture or the Leases.

WHEREAS, the execution, delivery and performance of this Master Indenture by the
Corporation has been duly authorized by the Corporation and, upon the execution and delivery of
this Master Indenture by the Corporation and the Trustee, this Master Indenture will be
enforceable against the Corporation in accordance with its terms, limited only by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally,
by equitable principles, whether considered at law or in equity, by the exercise by the State of
Colorado and its governmental bodies of the police power inherent in the sovereignty of the State
of Colorado and by the exercise by the United States of America of the powers delegated to it by
the Constitution of the United States of America; and

WHEREAS, the execution and performance of this Master Indenture by the Trustee has
been duly authorized by the Trustee and, upon the execution of this Master Indenture by the
Corporation and the Trustee, this Master Indenture will be enforceable against the Trustee in
accordance with its terms, limited only by bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally, by equitable principles, whether considered
at law or in equity, by the exercise by the State and its governmental bodies of the police power
inherent in the sovereignty of the State and by the exercise by the United States of America of the
powers delegated to it by the Constitution of the United States of America; and

WHEREAS, the Trustee has entered into this Master Indenture for and on behalf of the
Owners (defined herein), and will, except as otherwise specifically provided herein, hold its rights
hereunder, including its rights with respect to the Trust Estate, for the equal and proportionate
benefit of the Owners, and will disburse moneys received by it in accordance with this Master
Indenture; and

NOW, THEREFORE, for and in consideration of the mutual covenants and the
representations, covenants and warranties herein contained, the parties hereto agree as follows:

NOW, THEREFORE, THIS MASTER TRUST INDENTURE WITNESSETH:

That the Corporation, in consideration of the premises and the mutual covenants herein
contained and for the benefit of the Owners and the sum of One Dollar to it duly paid by the
Trustee at or before the execution of these presents, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, in order to secure the payment of the principal of,
premium, if any, and interest on all Certificates at any time Outstanding under this Master
Indenture, according to their tenor and effect, and to secure the performance and observance of all
the covenants and conditions in the Certificates and herein contained, and to declare the terms and
conditions upon and subject to which the Certificates are secured, has executed and delivered this
Master Indenture and has granted, bargained, sold, warranted, mortgaged, alienated, remised,
released, conveyed, assigned, pledged, set over and confirmed, and by these presents does grant,
bargain, sell, warrant, mortgage, alien, remise, release, convey, assign, pledge, set over and
confirm unto the Trustee and to its successors and assigns forever, all and singular, the following
described property, franchises and income, including any title therein acquired after these presents:

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 (a) all Base Rentals and Additional Rentals (as defined in the respective
Leases), but only insofar as such Additional Rentals constitute Lease Revenues (defined
herein);

(b) the Leased Property (as defined herein) and the tenements, hereditaments,
appurtenances, rights, privileges and immunities thereto belonging or appertaining,
subject to the terms of the Leases and the release of certain portions of the Leased
Property as further provided in each Lease;

(c) all Purchase Option Prices (as defined in the respective Leases),

(d) all rights, title and interest of the Corporation in, to and under each Lease,
other than the Reserved Rights (as defined in each Lease) with respect to certain
payments or reimbursement to the Corporation thereunder for its costs, fees and
expenses;

(e) all right, title and interest of the Corporation in, to and under the
Purchase Agreements, which, immediately upon execution and delivery shall
automatically be included in the Trust Estate whether now existing or hereafter entered
into; and

(f) all money and securities from time to time held by the Trustee under this
Master Indenture in the Base Rentals Fund, and the Reserve Fund, and any and all other
real or personal property of every name and nature from time to time hereafter by
delivery or by writing of any kind specially mortgaged, pledged or hypothecated, as and
for additional security hereunder, by the Corporation, or by anyone on its behalf, in favor
of the 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;

SUBJECT, HOWEVER to the Corporation’s retention of its Reserved Rights under each
Lease and the rights of third parties to Additional Rentals payable to them under each Lease;

TO HAVE AND TO HOLD the same with all privileges and appurtenances hereby
conveyed and assigned, or agreed or intended to be, to the Trustee and its successors in said trust
and assigns forever;

IN TRUST, NEVERTHELESS, upon the terms herein set forth for the equal and
proportionate benefit, security and protection of all Owners, without privilege, priority or
distinction as to the lien or otherwise of any of the Certificates over any other of the Certificates,
except as otherwise provided herein;

PROVIDED, HOWEVER, that if the principal of the Certificates and the premium, if any,
and the interest due or to become due thereon, shall be paid at the times and in the manner
mentioned in the Certificates, according to the true intent and meaning thereof, and if there are
paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the
terms and provisions hereof, then, upon such final payments, this Master Indenture and the rights
hereby granted shall cease, determine and be void; otherwise this Master Indenture is to be and
remain in full force and effect.

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4821-2933-9150.7
 THIS MASTER INDENTURE FURTHER WITNESSETH and it is expressly declared,
that all Certificates executed, delivered and secured hereunder are to be executed and delivered
and all said property, rights, interests, revenues and receipts hereby pledged, assigned and
mortgaged are to be dealt with and disposed of under, upon and subject to the terms, conditions,
stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the
Corporation has agreed and covenanted, and does hereby agree and covenant, with the Trustee for
the benefit of the Owners, as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used herein and defined in the Lease shall have the same meanings in
this Master Indenture. In addition, the following capitalized terms shall have the following
meanings in this Master Indenture:

“Additional Rentals” is defined in each Lease.

“Authorized Denominations” shall be the denomination of each Series of Certificates as

designated in each Supplemental Indenture.

“Base Rentals” is defined in each Lease.

“Base Rentals Fund” means the special fund created by Section 3.01 hereof.

“Beneficial Owner” is defined in Section 2.08(f) hereof.

“Bond Counsel” means (a) as of the date of execution and delivery of this Master
Indenture, Kutak Rock LLP, and (b) as of any other date, Kutak Rock LLP or such other attorneys
selected by the Lessor with nationally recognized expertise in the issuance of municipal securities,
the interest on which is excluded from gross income for federal income tax purposes.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in
New York, New York or Denver, Colorado are authorized by law to remain closed.

“Calculation Agent” means initially, North Slope Capital Advisors, and thereafter any
entity designated by the Corporation and the Trustee to assist the Trustee, if requested by the
Trustee, in determining which Certificates are subject to the Program Redemption required by
Section 4.06 hereof.

“Cede & Co.” means Cede & Co., the nominee of DTC or any successor nominee of DTC
with respect to the Certificates.

“Certificates” means all the Certificates executed and delivered pursuant to this Master
Indenture and each of the Supplemental Indentures.

“Completion Date” has the meaning ascribed to it in Section 3.03 hereof.

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4821-2933-9150.7
 “Corporation” means Colorado Development Finance Corporation LLC, a Colorado
limited liability company, the sole member of which is Capital Asset Finance Corporation, a
Colorado nonprofit corporation and an Internal Revenue Code Section 501(c)(3) organization, or
any successor thereto.

“Corporation Representative” means any officer of the Corporation; and any other person
or persons designated to act on behalf of the Corporation by a written certificate furnished to the
Trustee containing the specimen signature of such person and signed on behalf of the Corporation
by any officer of the Corporation. The identity of the Corporation Representative may be changed
by the Corporation from time to time by furnishing a new certificate to the Trustee.

“Costs” means, with respect to each Lease all costs and expenses to be incurred by the
Corporation or the Lessee, and the reimbursement to the Lessee for all costs and expenses
heretofore incurred by the Lessee in association with the Project financed and the Leased Property
in any corresponding Lease.

“Costs of Issuance” means administrative costs of execution and delivery of any

Certificates, including the initial compensation and expenses of the Trustee prior to the
Completion Date (as may be defined in any Lease), any fees and expenses of any underwriter or
financial advisor that provides services in connection with the execution and delivery of any
Certificates, any fees or expenses of the Corporation prior to the Completion Date, legal fees and
expenses, costs incurred in obtaining ratings from rating agencies, certificate insurance premiums,
credit enhancement costs, costs of immediately available funds, costs of publication, printing and
engraving, accountants’ fees and recording and filing fees.

“Date of Issuance” means with respect to any Certificates, the date specified in the
Supplemental Indenture authorizing such Certificates.

“Defaulting Series” means any Series of Certificates with respect of which an Event of
Nonappropriation or an Event of Default under a Series Lease has occurred, and as further
described in Section 4.06(a) hereof.

“Defeasance Securities” means (a) cash; (b) non-callable direct obligations of the United
States of America (“Treasuries”); (c) evidences of ownership of proportionate interests in future
interest and principal payments on Treasuries held by a bank or trust company as custodian, under
which the owner of the investment is the real party in interest and has the right to proceed directly
and individually against the obligor, and the underlying Treasuries are not available to any Person
claiming through the custodian or to whom the custodian may be obligated; or (d) pre-refunded
municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively.

“Event of Default” means (a) when used with respect to each Lease, an event described in
Section 12.01 thereof and (b) when used with respect to this Master Indenture, an event described
in Section 7.01 hereof.

“Event of Nonappropriation and Nonrenewal” means an event described in Section 6.04(a)

of the Lease.

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4821-2933-9150.7
 “Extraordinary Mandatory Series Redemption” means the redemption of Certificates as
described in Section 4.06(b) hereof.

“Fiscal Year” means the fiscal year of any Lessee.

“Initial Purchaser” means with respect to any Certificates, the purchasers designated as
such in any Supplemental Indenture.

“Interest Payment Date” means January 15 and July 15 of each year, beginning on the
January 15 or July 15 specified in the Supplemental Indenture entered into in connection with such
Certificates.

“Interest Portion” means the portion of the Base Rentals payment under each Lease that
represents the payment of interest as set forth in each Lease.

“Lease” or “Leases” means any Lease Purchase Agreement between the Corporation and a
Lessee and any amendment or supplement thereto or other lease agreement pursuant to which the
Base Rentals thereunder constitute all or a portion of the principal and interest of a Series of
Certificates as described in any Supplemental Indenture.

“Lease Payments” means the scheduled principal and interest payments payable by any
Lessee under any Lease.

“Lease Revenues” means (a) the Base Rentals; (b) the Purchase Option Prices, if paid;
(c) any Net Proceeds; (d) any portion of the proceeds of any Certificates deposited with or by the
Trustee in the Base Rentals Fund to pay accrued or capitalized interest on the Certificates; (e) any
earnings on moneys on deposit in the Base Rentals Fund; (f) all other revenues derived from the
Lease, excluding Additional Rentals (other than Reserve Fund payments made to the Trustee
pursuant to Section 3.02(b) hereof); and (g) any other moneys to which the Trustee may be
entitled for the benefit of the Owners.

“Lease Term” is defined in each Lease.

“Leased Property” means the Corporation’s ownership or leasehold interest in the Leased
Property under any Lease.

“Lessee” means any party named as a Lessee under a Lease.

“Lessee Representative” means the “Lease Representative” as defined in each Lease.

“Master Indenture” means this Master Trust Indenture and any amendment hereto.

“Maximum Annual Principal and Interest Payments” means the maximum amount of
principal and interest payments due on all Outstanding Certificates in any calendar year.

“Moody’s” means Moody’s Investors Service and its successors and assigns.

6
4821-2933-9150.7
 “Net Proceeds,” when used with respect to the Leased Property in each Lease, has the
meaning set forth in each Lease.

“Operations Center” means the operations center of the Trustee in Kansas City, Missouri.

“Opinion of Counsel” means a written opinion of legal counsel, who may be counsel to the
Trustee or the Corporation.

“Outstanding” means all Certificates which have been executed and delivered, except:

(a) Certificates canceled or which shall have been surrendered to the Trustee
for cancellation;

(b) Certificates in lieu of which other Certificates have been executed under
Section 2.07 or 2.08 hereof;

(c) Certificates which have been redeemed as provided in Article IV hereof

(including Certificates redeemed on payment of an amount less than the outstanding
principal thereof and accrued interest thereon to the redemption date as provided in
Section 4.01 hereof);

(d) Certificates which are due and for which the Trustee holds funds for the
benefit of the Owner thereof pursuant to Section 3.06 hereof; and

(e) Certificates which are otherwise deemed discharged pursuant to

Section 10.01 hereof.

“Owner(s)” means (a) in the event that the book-entry system of evidence and transfer of
ownership in the Bonds is employed pursuant to Section 2.08(f) hereof, Cede & Co., as nominee
for DTC, or its nominee; and (b) in all other cases, the registered owner of any Certificate as
shown in the registration records of the Trustee.

“Permitted Encumbrances,” when used with respect to the Leased Property, has the
meaning set forth in each Lease.

“Permitted Investments” means any investment which is a lawful investment permitted for
the investment of funds of the Lessee by the laws of the State and as further limited by any
Supplemental Indenture as to such Series, including, but not limited to, those investments listed
below:

(a) direct obligations of the United States of America (including obligations

issued or held in book-entry form on the books of the Department of the Treasury), or
obligations the principal of and interest on which are unconditionally guaranteed by the
United States of America;

(b) bonds, debentures, notes or other evidence of indebtedness issued or

guaranteed by any of the following federal agencies and provided such obligations are

7
4821-2933-9150.7
 backed by the full faith and credit of the United States of America (stripped securities are
only permitted if they have been stripped by the agency itself):

(i) Farmers Home Administration (FmHA) Certificates of beneficial

ownership;

(ii) Federal Housing Administration (FHA) Debentures;

(iii) General Services Administration Participation certificates;

(iv) Government National Mortgage Association (GNMA or “Ginnie

Mae”):

(A) guaranteed mortgage-backed bonds;

(B) guaranteed pass-through obligations (participation

certificates);

(v) U.S. Maritime Administration Guaranteed Title XI financing;

(vi) U.S. Department of Housing and Urban Development (HUD):

(A) Project Notes;

(B) Local Authority Bonds;

(c) bonds, debentures, notes or other evidence of indebtedness issued or

guaranteed by any of the following non-full faith and credit U.S. government agencies
(stripped securities are only permitted if they have been stripped by the agency itself):

(i) Federal Home Loan Bank System Senior debt obligations

(Consolidated debt obligations);

(ii) Federal Home Loan Mortgage Corporation (FHLMC or “Freddie

Mac”):

(A) Participation Certificates (Mortgage-backed securities);

(B) Senior debt obligations;

(iii) (Federal National Mortgage Association (FNMA or “Fannie Mae”)

Mortgage-backed securities and senior debt obligations (excluded are stripped
mortgage securities which are valued greater than par on the portion of unpaid
principal);

(iv) Student Loan Marketing Association (SLMA or “Sallie Mae”)

Senior debt obligations;

8
4821-2933-9150.7
 (v) Resolution Funding Corp. (REFCORP): only the interest component
of REFCORP strips which have been stripped by request to the Federal Reserve
Bank of New York in book entry form;

(vi) Farm Credit System Consolidated systemwide bonds are notes;

(d) money market funds registered under the Federal Investment Company Act
of l940, whose shares are registered under the Federal Securities Act of l933, and having a
rating by S&P of “AAAm-G”; “AAA-m”; or “AA-m” and if rated by Moody’s rated
“Aaa”, “Aa1” or “Aa2”;

(e) certificates of deposit which: (i) are secured at all times by collateral
described in (a) and/or (b) above; (ii) have a one year or less maturity; (iii) are issued by
commercial banks, savings and loan associations or mutual savings banks whose short
term obligation are rated “A-1+” or better by S&P and “Prime-1” by Moody’s; and (iv) the
collateral for which is held by a third party; with the Trustee, for the benefit of the Owners,
having a perfected first security interest in the collateral;

(f) certificates of deposit, savings accounts, deposit accounts or money market

deposits which are fully insured by FDIC, including BIF and SAIF;

(g) investment agreements, including guaranteed investment contracts;

(h) commercial paper rated “Prime-1” by Moody’s and “A-1+” or better by

S&P;

(i) bonds or notes issued by any state or municipality which are rated by
Moody’s and S&P in one of the two highest long-term rating categories assigned by such
agencies;

(j) federal funds or bankers acceptances with a maximum term of one year of
any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-
1” or “A3” or better by Moody’s and “A-1+” by S&P;

(k) repurchase agreements that provide for the transfer of securities from a
dealer bank or securities firm (seller/borrower) to a municipal entity (buyer/lender) and the
transfer of such from a municipal entity to the dealer bank or securities firm with an
agreement that the dealer bank or securities firm will repay the cash plus a yield to the
municipal entity in exchange for the securities at a specified date which satisfy the
following criteria:

(i) such agreements must be between the municipal entity and a dealer
bank or securities firm described below:

(A) primary dealers on the Federal Reserve reporting dealer list

which fall under the jurisdiction of the SIPC and which are rated “A” or
better by S&P and Moody’s, or

9
4821-2933-9150.7
 (B) banks rated “A” or above by S&P and Moody’s;

(ii) such agreements must include the following provisions:

(A) securities which are acceptable for transfer are:

(1) Direct U.S. Governments;

(2) Federal agencies backed by the full faith and credit of

the U.S. government (and FNMA & FHLMC);

(B) the term of the agreement may be up to 30 days;

(C) the collateral must be delivered to the municipal entity,

trustee (if trustee is not supplying the collateral) or third party acting as
agent for the trustee (if the trustee is supplying the collateral)
before/simultaneous with payment (perfection by possession of certified
securities);

(D) the trustee has a perfected first priority security interest in

the collateral;

(E) collateral is free and clear of third-party liens and in the case
of SIPC broker was not acquired pursuant to a repo or reverse repo;

(F) Failure to maintain the requisite collateral percentage, after a

two day restoration period, will require the trustee to liquidate collateral;

(G) such collateral is valued as follows:

(1) the securities must be valued weekly, marked-to-

market at current market price plus accrued interest;

(2) The value of collateral must be equal to 104% of the

amount of cash transferred by the municipal entity to the dealer bank
or security firm under the repo plus accrued interest, provided that
that if the value of securities held as collateral slips below 104% of
the value of the cash transferred by municipality, then additional
cash and/or acceptable securities must be transferred and provided
further that the securities used as collateral are FNMA or FHLMC,
then the value of collateral must equal 105%;

(iii) a legal opinion which must be delivered to the municipal entity that
such agreement meets guidelines under state law for legal investment of public
funds; and

(l) pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by S&P. If,
however, the issue is only rated by S&P (i.e., there is no Moody’s rating), then the pre-refunded

10
4821-2933-9150.7
bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or
“AAA” rated pre-refunded municipals to satisfy this condition.

“Person” means any natural person, firm, corporation, partnership, limited liability
company, state, political subdivision of any state, other public body or other organization or
association.

“Principal Payment Date” means July 15 of each year, beginning on the July 15th
specified in the Supplemental Indenture entered into in connection with the execution and delivery
of any Series of Certificates.

“Principal Portion” means the portion of the Base Rentals payment under each Lease that
represents the payment of principal as set forth in each Lease.

“Program” means the Corporation’s Lease Purchase Program as implemented through the
Indenture.

“Program Redemption” means the redemption of Certificates as described in Section 4.06

hereof.

“Project(s)” means any Project as defined in each Lease.

“Project Account” means the special account created by Section 3.03 hereof

“Project Fund” means the special fund created by Section 3.03 hereof.

“Proportional Certificates” means the principal amount of the outstanding Certificates of

any Series of any maturity attributable to the remaining Principal Portion of the Base Rentals
under each Lease.

“Purchase Agreement” means each of the purchase agreements or contracts between the
Corporation or a Lessee and each Vendor with respect to the acquisition of Leased Property or any
contract to improve Leased Property.

“Purchase Option Price(s)” means the Purchase Option Price as such term is defined in
each Lease.

“Rebate Fund” means the special fund created by Section 3.04 hereof.

“Record Date” means, with respect to each Interest Payment Date, the first day of the
month (whether or not a Business Day) immediately preceding the month in which the Interest
Payment Date occurs.

“Requirement of Law” means any federal, state or local statute, ordinance, rule or
regulation, any judicial or administrative order (whether or not on consent), request or judgment,
any common law doctrine or theory, any provision or condition of any permit required to be
obtained or maintained, or any other binding determination of any governmental authority relating

11
4821-2933-9150.7
to the ownership or operation of property, including but not limited to any of the foregoing
relating to zoning, environmental, health or safety matters.

“Reserve Fee” means the Reserve Fee specified and defined in each Lease.

“Reserve Fund” means the special fund created by Section 3.02 hereof.

“Reserve Fund Requirement” means the deposit of all accounts received from the Reserve
Fee in an amount not to exceed 50% of the Maximum Annual Principal and Interest Payments

“Series” means, when used to refer to Certificates, the Series of Certificates authorized by
and identified as such in any Supplemental Indenture; when used to refer to a Lease, the Leases
identified by a Series designation and further certified by a “-#” enumerating which of a number of
that Series Leases such Lease is (i.e. Series 2012A-1 Lease).

“Shortfall Amount” means those amounts described in Section 4.06(c) hereof.

“Sites” means any real property leased by a Lessee to the Corporation or acquired by the
Corporation.

“Special Record Date” means a special date fixed to determine the names and addresses of
Owners of Certificates for purposes of paying defaulted interest in accordance with Section 2.02
hereof.

“Supplemental Indenture” means any indenture supplementing or amending this Master

Indenture that is adopted pursuant to Article IX hereof.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill
Companies, Inc., and its successors and assigns.

“Tax Compliance Certificate” means the Tax Compliance Certificate executed by the
Lessees in connection with the execution and delivery of any Certificates.

“Trust Estate” means the property mortgaged, pledged and assigned to the Trustee
pursuant to the granting clauses of the Indenture. The Trust Estate does not include the Rebate
Fund or any escrow accounts established pursuant to Section 10.01 hereof.

“Trustee” means UMB Bank, n.a., Denver, Colorado, in its capacity as trustee hereunder,
and any successor thereto appointed hereunder.

“Trustee Representative” means any officer of the Trustee who executes the Indenture on
behalf of the Trustee; and any other person or persons designated to act on behalf of the Trustee
under the Lease and this Master Indenture by a written certificate furnished to the Corporation
containing the specimen signature of such person and signed on behalf of the Trustee by any
officer of the Trustee. The identity of the Trustee Representative may be changed by the Trustee
from time to time by furnishing a new certificate to the Corporation.

“Vendor” means the vendor or vendors described in each Lease.

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 ARTICLE II

AUTHORIZATION, TERMS, EXECUTION AND DELIVERY OF CERTIFICATES

Section 2.01. Authorized Amount and Name of Certificates. No Certificates may be

executed and delivered hereunder except in accordance with this Article. The Certificates shall be
named the “CDFC Lease Purchase Program Certificates of Participation,” followed by a Series
description selected by the Corporation. The aggregate principal amount of Certificates that may
be executed and delivered hereunder shall not be limited in amount.

Section 2.02. Execution and Delivery of Certificates.

(a) The Certificates shall be sold, executed and delivered hereunder for the
purpose of paying the Costs associated with the costs of Projects financed pursuant to
the Leases executed in conjunction with, and whose Base Rentals are pledged to the
repayment of all Certificates and whose Reserve Fees (paid as a component of the
Additional Rentals) are pledged to the Reserve Fund.

(b) The Certificates shall be issuable only as fully registered Certificates in

Authorized Denominations and any integral multiple thereof (provided that no
Certificate may be in a denomination which exceeds the principal coming due on any
maturity date and no individual Certificate may be executed and delivered for more than
one maturity). The Certificates shall be numbered in such manner as shall be determined
by the Trustee.

(c) The principal of and premium, if any, on any Certificate shall be payable
to the Owner thereof as shown on the registration records of the Trustee upon maturity
or prior redemption thereof and upon presentation and surrender at the Operations Center
of the Trustee or as otherwise specified by any Supplemental Indenture Payment of
interest on the Certificates shall be made by check or draft (or in a form as otherwise
specified by any Supplemental Indenture) of the Trustee mailed, on or before each
Interest Payment Date, to the Owner thereof at his address as it last appears on the
registration records of the Trustee at the close of business on the Record Date. Any such
interest not so timely paid shall cease to be payable to the Person who is the Owner
thereof at the close of business on the Record Date and shall be payable to the Person
who is the Owner thereof at the close of business on a Special Record Date for the
payment of such defaulted interest. Such Special Record Date shall be fixed by the
Trustee whenever moneys become available for payment of the defaulted interest, and
notice of the Special Record Date shall be given by the Trustee to the Owners of the
Certificates, not less than 10 days prior to the Special Record Date, by first-class mail to
each such Owner as shown on the Trustee’s registration records on a date selected by the
Trustee, stating the date of the Special Record Date and the date fixed for the payment of
such defaulted interest. Alternative means of payment of interest may be used if
mutually agreed to in writing between the Owner of any Certificate and the Trustee or if
otherwise designated by Supplemental Indenture..

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 Section 2.03. Form of Certificates. The Certificates of each Series shall be in
substantially the form set forth in the Supplemental Indenture authorizing such Series of
Certificates or an exhibit, appendix or other attachment thereto, with such changes thereto, not
inconsistent with this Master Indenture or such Supplemental Indenture, as may be necessary or
desirable and approved by the Trustee and the Corporation.

Section 2.04. Limited Obligations. Each Certificate shall represent an undivided interest
in the right to receive Lease Revenues and shall be payable solely from the Trust Estate in
accordance with, and subject to the terms of this Master Indenture and the Supplemental Indenture
under which such Certificates are executed and delivered; provided, however, moneys in the
subaccounts of the Principal Account and the Interest Accounts shall only secure the Series of
Certificates for which such subaccounts were created in the Supplemental Indenture authorizing
such Series of Certificates. No provision of the Certificates, the Indenture or the Lease shall be
construed or interpreted (a) to directly or indirectly obligate each Lessee to make any payment in
any Fiscal Year in excess of amounts appropriated for such Fiscal Year or for any Fiscal Year for
which the Lessee has not renewed the Lease; (b) as creating a debt or multiple fiscal year direct or
indirect debt or other financial obligation whatsoever of each Lessee within the meaning of
Article XI, Section 6 or Article X, Section 20 of the Colorado Constitution, the Charter or any
other constitutional or statutory limitation or provision; (c) as a delegation of governmental
powers by each Lessee; (d) as a loan or pledge of the credit or faith of each Lessee or as creating
any responsibility by each Lessee for any debt or liability of any Person, company or corporation
within the meaning of Article XI, Section 1 of the Colorado Constitution; (e) as a donation or
grant by each Lessee to, or in aid of, any Person, company or corporation within the meaning of
Article XI, Section 2 of the Colorado Constitution or (f) to subject directors, officers, employees,
attorneys or agents of the Corporation to any pecuniary liability by virtue of the Certificates, the
Indenture or the Leases.

Section 2.05. Execution of Certificates. The manual signature of a duly authorized

signatory of the Trustee shall appear on each Certificate. Any Certificate shall be deemed to have
been executed by a duly authorized signatory of the Trustee if signed by the Trustee, but it shall
not be necessary that the same signatory sign all of the Certificates executed and delivered
hereunder. If any signatory of the Trustee whose signature appears on a Certificate shall cease to
be such official before delivery of the Certificates, such signature shall nevertheless be valid and
sufficient for all purposes, the same as if he or she had remained a duly authorized signatory of the
Trustee until delivery.

Section 2.06. Conditions to Execution and Delivery of Certificates. No Series of

Certificates may be executed and delivered unless each of the following conditions has been
satisfied:

(a) The Trustee has received a form of Supplemental Indenture that specifies
the following: (i) the Series designation, the aggregate principal amount, the
denominations of the Certificates, the dated date, the maturity dates, the interest rates,
the redemption provisions, if any, the form and any variations from the terms set forth in
this Master Indenture with respect to such Series of Certificates; and (ii) any other
provisions deemed by the Trustee and the Corporation to be advisable or desirable and

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 that do not violate and are not in conflict with this Master Indenture or any previous
Supplemental Indenture.

(b) The Trustee has received forms of Series Leases or amendments to an

existing Lease adding any new Leased Property and/or amendments to an existing Lease
removing or modifying any Leased Property that is to be removed or modified.

(c) If the proceeds of such Series of Certificates are to be used to defease

Outstanding Certificates pursuant to Section 10.01 hereof, the Trustee shall have
received a form of a defeasance escrow agreement and the other items required by
Section 10.01 hereof.

(d) The Corporation has certified to the Trustee that the value of the Leased
Property in all the Series Leases after the execution and delivery of such Series of
Certificates is at least equal to the principal amount of the Certificates that will be
Outstanding after the execution and delivery of such Series of Certificates. The
certification of the Corporation may be given based and in reliance upon certifications
by each Lessees that leased the Leased Property and may be based on the insured
replacement costs of such Leased Property or other objective information supplied by the
Lessees.

(e) The Corporation has directed the Trustee in writing as to the delivery of
the Series of Certificates and the application of the proceeds of the Series of Certificates,
including, but not limited to, the amount to be deposited into the Project Account
established for each Lessee, the amount, if any, of any investment earnings for each
Project Account, the amount to be deposited into the Costs of Issuance Account and, if
proceeds of such Series of Certificates are to be used to defease Outstanding Certificates
pursuant to Section 10.01 hereof, the amount to be deposited into the defeasance escrow
account established pursuant to Section 10.01 hereof.

(f) The Trustee has received a written opinion of Bond Counsel to the effect
that (i) the Certificates of such Series have been duly authorized, executed and delivered
pursuant to the Indenture (including the Supplemental Indenture executed and delivered
in connection with the execution and delivery of such Series of Certificates) and will not
adversely affect the exclusion from gross income for federal income tax purposes of
interest on any Outstanding Certificate, and (ii) the execution, sale and delivery of the
Series of Certificates will not constitute an Event of Default or cause any violation of the
covenants set forth in the Indenture.

Section 2.07. Mutilated, Lost, Stolen or Destroyed Certificates. In the event that any
Certificate is mutilated, lost, stolen or destroyed, a new Certificate may be executed on behalf of
the Trustee, of like series, date, maturity and denomination as that mutilated, lost, stolen or
destroyed; provided that the Trustee shall have received such evidence, information or indemnity
from the Owner of the Certificate as the Trustee and the Corporation may reasonably require, and
provided further, in case of any mutilated Certificate, that such mutilated Certificate shall first be
surrendered to the Trustee. In the event that any such Certificate shall have matured, instead of
issuing a duplicate Certificate, the Trustee may pay the same without surrender thereof. The

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Trustee will charge the Owner of the Certificate with its reasonable fees and expenses in this
connection and require payment of such fees and expenses as a condition precedent to the delivery
of a new Certificate.

Section 2.08. Registration of Certificates; Persons Treated as Owners; Transfer and

Exchange of Certificates.

(a) Records for the registration and transfer of Certificates shall be kept by
the Trustee which is hereby appointed the registrar for the Certificates. The principal of,
interest on, and any prior redemption premium on any Certificate shall be payable only
to or upon the order of the Owner or his legal representative (except as otherwise herein
provided with respect to Record Dates and Special Record Dates for the payment of
interest). Upon surrender for transfer of any Certificate at the Operations Center of the
Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by
the Owner or his attorney duly authorized in writing, the Trustee shall enter such transfer
on the registration records and shall execute and deliver in the name of the transferee or
transferees a new fully registered Certificate or Certificates of a like aggregate principal
amount and of the same series and maturity, bearing a number or numbers not previously
assigned.

(b) Fully registered Certificates may be exchanged at the Operations Center

of the Trustee for an equal aggregate principal amount of fully registered Certificates of
the same series and maturity of other Authorized Denominations. The Trustee shall
execute and deliver Certificates which the Owner making the exchange is entitled to
receive, bearing numbers not previously assigned.

(c) The Trustee may require the payment, by the Owner of any Certificate
requesting exchange or transfer, of any reasonable charges as well as any taxes, transfer
fees or other governmental charges required to be paid with respect to such exchange or
transfer.

(d) The Trustee shall not be required to transfer or exchange (i) all or any
portion of any Certificate during the period beginning at the opening of business 15 days
before the day of the mailing by the Trustee of notice calling any Certificates for prior
redemption and ending at the close of business on the day of such mailing; or (ii) all or
any portion of a Certificate after the mailing of notice calling such Certificate or any
portion thereof for prior redemption.

(e) Except as otherwise herein provided with respect to Record Dates and
Special Record Dates for the payment of interest, the Person in whose name any
Certificate shall be registered shall be deemed and regarded as the absolute owner
thereof for all purposes, and payment of or on account of the principal or interest on any
Certificate shall be made only to or upon the written order of the Owner thereof or his
legal representative, but such registration may be changed as herein provided. All such
payments shall be valid and effectual to satisfy and discharge such Certificate to the
extent of the sum or sums paid.

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 (f) The Trustee may make appropriate arrangements for the Certificates to be
issued or held by means of a book-entry system administered by DTC with no physical
distribution of Certificates made to the public. Unless otherwise provided in a
Supplemental Indenture, all Certificates will initially be issued by means of a book-entry
system administered by DTC with no physical distribution of Certificates made to the
public. References in this Section 2.08(f) to a Certificate or the Certificates shall be
construed to mean the Certificate or the Certificates which are held under the book-entry
system. In such event, one Certificate of each maturity for each Series shall be issued to
DTC and immobilized in its custody. A book-entry system shall be employed,
evidencing ownership of the Certificates in Authorized Denominations, with transfers of
beneficial ownership effected on the records of DTC and the DTC Participants pursuant
to rules and procedures established by DTC.

Each DTC Participant shall be credited in the records of DTC with the amount of
such DTC Participant’s interest in the Certificates. Beneficial ownership interests in the
Certificates may be purchased by or through DTC Participants. The holders of these
beneficial ownership interests are hereinafter referred to as the “Beneficial Owners.” The
Beneficial Owners shall not receive Certificates representing their beneficial ownership
interests. The ownership interests of each Beneficial Owner shall be recorded through the
records of the DTC Participant from which such Beneficial Owner purchased its
Certificates. Transfers of ownership interests in the Certificates shall be accomplished by
book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial
Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED
OWNER OF THE CERTIFICATES, THE TRUSTEE SHALL TREAT CEDE & CO. AS
THE ONLY HOLDER OF THE CERTIFICATES FOR ALL PURPOSES UNDER THIS
INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL AND PURCHASE PRICE
OF AND INTEREST ON THE CERTIFICATES, RECEIPT OF NOTICES, VOTING
AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE,
OR CONSENTING TO, CERTAIN ACTIONS UNDER THE INDENTURE.

Payments of principal, interest and purchase price with respect to the Certificates,
so long as DTC or its nominee, Cede & Co., is the only owner of the Certificates, shall be
paid by the Trustee directly to DTC or its nominee, Cede & Co. DTC shall remit such
payments to DTC Participants, and such payments thereafter shall be paid by DTC
Participants to the Beneficial Owners. The Corporation and the Trustee shall not be
responsible or liable for payment by DTC or DTC Participants, for sending transaction
statements or for maintaining, supervising or reviewing records maintained by DTC or
DTC Participants.

In the event that (i) DTC determines not to continue to act as securities depository
for the Certificates; or (ii) the Corporation determines that the continuation of the book-
entry system of evidence and transfer of ownership of the Certificates would adversely
affect its interests or the interests of the Beneficial Owners of the Certificates, the
Corporation may discontinue the book-entry system with DTC. If the Corporation fails to
identify another qualified securities depository to replace DTC, the Corporation shall cause
the Trustee to authenticate and deliver replacement Certificates in the form of fully
registered Certificates to each Beneficial Owner.

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 THE CORPORATION AND THE TRUSTEE SHALL NOT HAVE ANY
RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT OR ANY
BENEFICIAL OWNER WITH RESPECT TO (I) THE CERTIFICATES; (II) THE
ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC
PARTICIPANT; (III) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF
ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE
PRINCIPAL OF AND INTEREST ON THE CERTIFICATES; (IV) THE DELIVERY OR
TIMELINESS OF DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY
NOTICE DUE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR
PERMITTED UNDER THE TERMS OF THIS INDENTURE TO BE GIVEN TO
BENEFICIAL OWNERS; (V) THE SELECTION OF BENEFICIAL OWNERS TO
RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE
CERTIFICATES; OR (VI) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY
DTC, OR ITS NOMINEE, CEDE & CO., AS OWNER.

(g) The Trustee shall not be limited to utilizing a book-entry system maintained
by DTC but may enter into a custody agreement with any bank or trust company serving as
custodian (which may be the Trustee serving in the capacity of custodian) to provide for a
book-entry or similar method for the registration and registration of transfer of all or a
portion of the Certificates.

SO LONG AS A BOOK-ENTRY SYSTEM OF EVIDENCE OF TRANSFER OF

OWNERSHIP OF ALL THE CERTIFICATES IS MAINTAINED IN ACCORDANCE
HEREWITH, THE PROVISIONS OF THIS INDENTURE RELATING TO THE DELIVERY OF
PHYSICAL CERTIFICATES SHALL BE DEEMED TO GIVE FULL EFFECT TO SUCH
BOOK-ENTRY SYSTEM.

Section 2.09. Cancellation of Certificates. Whenever any Outstanding Certificates shall

be delivered to the Trustee for cancellation pursuant to this Master Indenture, upon payment
thereof or for or after replacement pursuant to Section 2.07 or 2.08 hereof, such Certificates shall
be promptly cancelled by the Trustee.

Section 2.10. Execution and Delivery of Supplemental Indentures, Leases,

Amendments to Lease and Defeasance Escrow Agreements; Delivery of Certificates;
Application of Proceeds. If the conditions set forth in Section 2.06 hereof have been satisfied,
the Trustee shall execute and deliver the Supplemental Indenture, any Lease, any amendment to
any existing Lease and any defeasance escrow agreement provided to it pursuant to Section 2.06
hereof in the form provided to it and shall deliver the Series of Certificates and apply the proceeds
of the Series of Certificates as directed by the State.

Section 2.11. Negotiability. Subject to the registration provisions hereof, the Certificates
shall be fully negotiable and shall have all the qualities of negotiable paper, and the Owners
thereof shall possess all rights enjoyed by the holders or owners of negotiable instruments under
the provisions of the Uniform Commercial Code-Investment Securities. The principal of and
interest on the Certificates shall be paid, and the Certificates shall be transferable, free from and
without regard to any equities, set-offs or cross-claims between or among the Corporation, the
Trustee and the original or any intermediate owner of any Certificates.

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 ARTICLE III

FUNDS AND ACCOUNTS

Section 3.01. Base Rentals Fund.

(a) Creation of the Base Rentals Fund. A special fund is hereby created and
established with the Trustee to be designated “CDFC Lease Purchase Program
Certificates of Participation, Base Rentals Fund” (the “Base Rentals Fund”). With the
Base Rentals Fund, there shall be established: an Interest Account and a Principal
Account.

(b) Payments into the Interest Account of the Base Rentals Fund. There
shall be deposited into the Interest Account of the Base Rentals Fund (i) all accrued
interest, if any, and capitalized interest received at the time of the execution and delivery
of each Series of Certificates; (ii) the Interest Portion of the Base Rentals; (iii) any
portion of the Reserve Fund to be deposited into the Interest Account of the Base Rentals
Fund, as provided in Section 3.02(d) hereof; (iv) any moneys transferred to the Interest
Account of the Base Rentals Fund from the Project Fund pursuant to Section 3.03(d)
hereof; and (v) all other moneys received by the Trustee under the Indenture
accompanied by directions that such moneys are to be deposited into the Interest
Account of the Base Rentals Fund.

(c) Payments into the Principal Account of the Base Rentals Fund. There
shall be deposited into the Principal Account of the Base Rentals Fund (i) the Principal
Portion of the Base Rentals; (ii) any portion of the Reserve Fund to be deposited into the
Principal Account of the Base Rentals Fund, as provided in Section 3.02(d) hereof;
(iii) any moneys transferred to the Principal Account of the Base Rentals Fund from the
Project Fund pursuant to Section 3.03(d) hereof; and (iv) all other moneys received by
the Trustee under the Indenture accompanied by directions that such moneys are to be
deposited into the Principal Account of the Base Rentals Fund.

(d) Use of Moneys in the Base Rentals Fund. Subject to the provisions of
Section 4.06 hereof regarding Program Redemptions, moneys in the Interest Account of
the Base Rentals Fund shall be used solely for the payment of interest on the Certificates
and moneys in the Principal Account of the Base Rentals Fund shall be used solely for
the payment of the principal of and premium, if any, due on the Series Certificates;
provided that (i) in the event that there are any remaining moneys upon payment of the
interest due on the Series Certificates, such moneys may be used for the payment of
principal of and premium, if any, due on the corresponding Series Certificates that
produced such surplus; (ii) moneys representing accrued and capitalized interest, if any,
received at the time of the execution and delivery of any series of Series Certificates
shall be used solely to pay the interest due on such Series Certificates until such time as
such moneys are completely expended; (iii) the Purchase Option Price and any other
moneys transferred to the Base Rentals Fund with specific instructions that such moneys
be used to pay the redemption price of Series Certificates shall be used solely to pay the
redemption price of Series Certificates; and (iv) moneys transferred from the Project

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 Fund following the Completion Date shall be used to pay the principal of the
corresponding Series Certificates; provided, further, that moneys in the Base Rentals
Fund shall be available to pay the redemption price of Series Certificates in connection
with a redemption of all the Series Certificates and to pay the principal of, premium, if
any, and interest on any Series Certificates following an Event of Default or Event of
Nonappropriation and Nonrenewal.

Section 3.02. Reserve Fund.

(a) Creation of the Reserve Fund. A special fund is hereby created and
established with the Trustee to be designated the “CDFC Lease Purchase Program
Certificates of Participation, Reserve Fund” (the “Reserve Fund”). The Reserve Fund
shall secure all Certificates on an equal and pro rata basis.

(b) Deposits Into Reserve Fund. There shall be deposited into the Reserve
Fund, (i) all amounts paid by each Lessee as the Reserve Fees component of Additional
Rentals up to the Reserve Amount Requirement; and (ii) all other moneys delivered to
the Trustee that are accompanied by instructions to deposit the same into the Reserve
Fund. Nothing in this Master Indenture shall be construed as limiting the right of the
Corporation to augment the Reserve Fund or any account thereof with any other moneys
which are legally available for payment of the principal of and interest on the
Certificates or to substitute for the cash deposit required to be maintained hereunder a
letter of credit, surety bond, insurance policy, agreement guaranteeing payment, or other
undertaking by a financial institution to insure that cash in the amount otherwise
required to be maintained hereunder will be available as needed, and if after such
substitution, the amounts in the Reserve Fund exceed the Reserve Fund Requirement,
the excess amounts may be used as provided in subsection (d) of this Section to the
extent required thereunder.

(c) Use of Investment Earnings on Moneys in the Reserve Fund. Income

derived from the investment of moneys in any account of the Reserve Fund (i) shall be
retained in such account to the extent the amount therein is less than the Reserve Fund
Requirement therefor; (ii) shall be used as provided in subsection (d) of this Section to
the extent required thereunder; and (iii) to the extent not required to be used as provided
in clause (i) or (ii), may, at the option and direction of the Corporation be (A) transferred
to the Base Rentals Fund to pay the principal of or interest on any corresponding series
of Certificates; (B) transferred to the Rebate Fund; (C) used to pay fees and expenses of
the Trustee; (D) used to defease any Certificates pursuant to Section 10.01 hereof; or
(E) used for any combination of (A), (B), (C) or (D).

(d) Use of Moneys in the Reserve Fund. Subject to subparagraph (e) hereof,
moneys held in each account within the Reserve Fund shall be applied to any of the
following purposes:

(i) To the payment of the principal of and interest on the Certificates

when due, to the extent of any deficiency in the Base Rentals Fund for such
purpose;

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 (ii) At the option of the Trustee, upon the occurrence of an Event of
Nonappropriation and Nonrenewal or an Event of Default under the Lease or an
Event of Default hereunder, to the payment of any cost or expense necessary to
preserve or protect the Leased Property or the interest of the Trustee or the Owners
therein, or necessary to make any repairs or modifications to the Leased Property in
preparation for sale or other disposition thereof, as the Trustee may deem to be in
the best interests of the Owners;

(iii) Except to the extent applied pursuant to clause (ii) of this

subsection, at the end of the Lease Term by reason of the occurrence of an Event of
Nonappropriation and Nonrenewal or an Event of Default under the Lease,
proportionately to the redemption of the Certificates then Outstanding and the
payment of interest thereon; or

(iv) To the extent the amount therein exceeds the Reserve Fund
Requirement, at the option and direction of the Corporation, as provided in clause
(A), (B), (C), (D) or (E) of subsection (c) of this Section.

Section 3.03. Project Fund.

(a) Creation of the Project Fund. A special fund is hereby created and
established with the Trustee to be designated the “CDFC Lease Purchase Program
Certificates of Participation, Project Fund” (the “Project Fund”), and, within such fund,
for each Series Lease the “20__X__# Costs of Issuance Account” and the “20__X__#
Project Account.” The Trustee may establish such additional accounts within the Project
Fund or such subaccounts within any of the existing or any future accounts of the Project
Fund as may be necessary or desirable.

(b) Deposits Into the Project Fund. Proceeds of the sale of each Series of
Certificates shall be deposited in the corresponding Project Accounts as specified in the
Supplemental Indenture authorizing such Series of Certificates.

(c) Use of Moneys in the Costs of Issuance Account. Moneys held in the
Costs of Issuance Account established in any Supplemental Indenture shall be used to
pay Costs of Issuance as directed by the Corporation. After six months from the Date of
Issuance, the Trustee shall, at the written direction of the Corporation Representative,
transfer any amounts remaining in such Costs of Issuance Account that are not required
to pay Costs of Issuance to the Account in the Project Fund of the corresponding Series.
Such amounts shall be allocated pro rata to the Project Fund subaccounts of such Series.

(d) Use of Moneys in the Project Accounts. So long as no Event of Default

shall have occurred hereunder or under the Lease, moneys held in each Project Account
of the Project Fund shall be disbursed to the corresponding Lessee under a Lease to pay
Costs upon receipt of a requisition signed by a Lessee Representative in substantially the
form attached hereto as Appendix A.

Upon receipt by the Trustee of the certificate to be provided by the Corporation as

to the completion of any Project (the “Completion Date”), the remaining proceeds of the

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 related Certificates executed and delivered to finance that Project, and any earnings
thereon, then held in the related Project Account, less any amount estimated by the
Corporation Representative to be necessary to pay Costs of the related Project, shall be
transferred by the Trustee (i) to the Base Rentals Fund (or to such account therein as the
Corporation shall direct in writing) or (ii) at the direction of the Corporation, with the
consent of each Lessee, to the Corporation to make improvements or additions to the
Leased Property or for the acquisition of additional property that will be leased to each
Lessee, or any combination thereof, as the Corporation may determine and direct. All
property acquired and all improvements made with any moneys disbursed from a Project
Account in the Project Fund shall become a part of the related Leased Property. Any
deposits to the Base Rentals Fund shall off-set future obligations of the related Lease as
directed by the Calculation Agent.

Section 3.04. Rebate Fund.

(a) Creation of the Rebate Fund. A special fund is hereby created and
established with the Trustee to be designated the “CDFC Lease Purchase Program
Certificates of Participation, Rebate Fund” (the “Rebate Fund”). The Trustee shall
create separate accounts within the Rebate Fund for each Series Lease (except that more
than one Series may be combined for this purpose on the advice of Bond Counsel).

(b) Deposits into the Rebate Fund. There shall be deposited into the Rebate
Fund (i) any moneys transferred to the Rebate Fund from the Reserve Fund pursuant to
Section 3.02(c) or (d) hereof; (ii) all amounts paid by each Lessee pursuant to
subsection (e) of this Section; and (iii) all other moneys delivered to the Trustee by each
Lessee, the Corporation or any other Person that are accompanied by instructions to
deposit the same into the Rebate Fund.

(c) Use of Moneys in the Rebate Fund. Not later than the date set forth in
the Tax Compliance Certificate, and every five years thereafter, the Trustee on behalf of
the Corporation shall pay to the United States of America 90% of the amount required, if
any, to be on deposit in the Rebate Fund as of such payment date. Not later than 60 days
after the final retirement of the Certificates, the Trustee on behalf of the Corporation
shall pay to the United States of America 100% of the amount required, if any, to be on
deposit in the Rebate Fund which shall remain in effect for such period of time as is
necessary for such final payment to be made. Each payment required to be paid to the
United States of America pursuant to this Section shall be filed with the Internal
Revenue Service Center, Ogden Submission Processing Center, Ogden, Utah 84201 or at
such other address as may then be required. Each payment shall be accompanied by a
copy of the Internal Revenue Form 8038-T originally filed with respect to the Series of
Certificates and a statement summarizing the determination of the amount to be paid to
the United States of America. There is reserved to the Corporation and each Lessee the
right, in all events, to pursue such remedies and procedures as are available to it in order
to assert any claim of overpayment of any rebated amounts.

(d) Administration of Rebate Fund. The Corporation or each Lessee shall

make or cause to be made all requisite rebate calculations and notify the Trustee of the

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 resulting rebate amount so as to provide the information required to transfer moneys to
the Rebate Fund pursuant to subsection (b) of this Section. The Trustee shall make
deposits to and disbursements from the Rebate Fund in accordance with the Investment
Instructions (the “Investment Instructions”) and the Tax Compliance Certificate
executed by each Lessee in connection with the execution and delivery of the
Certificates. The Trustee shall invest the Rebate Fund pursuant to said Investment
Instructions and shall deposit income from said investments immediately upon receipt
thereof in the Rebate Fund, all as set forth in the Investment Instructions. The
Investment Instructions may be superseded or amended by new Investment Instructions
drafted by and accompanied by an opinion of Bond Counsel addressed to the Trustee to
the effect that the use of said new Investment Instructions will not cause the interest on
the Certificates to be includible in the gross income of the recipients thereof for purposes
of federal income taxation. Each Lessee will employ, at its expense, a designated agent
to calculate the amount of deposits to and disbursements from the Rebate Fund based
upon information furnished by the Corporation and the Trustee. If a withdrawal from
the Rebate Fund is permitted as a result of the computation described in the Investment
Instructions, the amount withdrawn shall be deposited in the Base Rentals Fund. Record
of the determinations required by this Section and the Investment Instructions must be
retained by the Corporation and the Trustee until four (4) years after the later of the final
retirement of the Certificates or any certificates executed and delivered to refund the
Certificates.

(e) Payments by each Lessee. Each Lessee has agreed in the Leases that, to
the extent that the Lease is in effect, if, for any reason, the amount on deposit in the
Rebate Fund is less than the amount required to be paid to the United States of America
on any date, each Lessee will pay to the Trustee the amount required to make such
payment on such date.

Section 3.05. Nonpresentment of Certificates. In the event any Certificate shall not be
presented for payment when due, if funds sufficient to pay such Certificate shall have been made
available to the Trustee for the benefit of the Owner thereof, it shall be the duty of the Trustee to
hold such funds without liability for interest thereon, for the benefit of the Owner of such
Certificate, who shall be restricted exclusively to such funds for any claim of whatever nature on
his part under the Indenture or on or with respect to such Certificate. Funds so held but unclaimed
by an Owner shall be delivered to the Corporation after the expiration of four years or, upon
receipt by the Trustee of an opinion of Bond Counsel that such funds may be released to the
Corporation on such earlier date, on any earlier date designated by the Corporation.

Section 3.06. Moneys to be Held in Trust. The Base Rentals Fund, the Reserve Fund,
the Project Fund and, except for the Rebate Fund, any other fund or account created hereunder
shall be held by the Trustee, for the benefit of the Owners as specified in the Indenture, subject to
the terms of the Indenture and the Lease. The Rebate Fund shall be held by the Trustee for the
purpose of making payments to the United States of America pursuant to Section 3.04(c) hereof.
Any escrow account established pursuant to Section 10.01 hereof shall be held for the benefit of
the Owners of the Certificates to be paid therefrom as provided in the applicable escrow
agreement.

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 Section 3.07. Repayment to each Lessee From the Trustee. After payment in full of
the principal of, premium, if any, and interest on the Certificates, all rebate payments due to the
United States of America, the fees and expenses of the Trustee and the Corporation and all other
amounts required to be paid hereunder, any remaining amounts held by the Trustee pursuant
hereto shall be paid to each Lessee.

ARTICLE IV

REDEMPTION OF CERTIFICATES

Section 4.01. Redemption Provisions Set Forth in Supplemental Indentures. The

terms on which each Series of Certificates are subject to redemption shall be as set forth in the
Supplemental Indenture authorizing the execution and delivery of such Series of Certificates and
with respect to a Program Redemption, as set forth in Section 4.06 hereof.

Section 4.02. Notice of Redemption. Notice of the call for any redemption with respect
to the Certificates shall be established by each Supplemental Indenture.

Section 4.03. Redemption Payments.

(a) On or prior to the date fixed for redemption, funds shall be deposited with
the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds
to the payment of, the Certificates called for redemption, together with accrued interest
thereon to the redemption date, and any required premium. Upon the giving of notice
and the deposit of such funds as may be available for redemption pursuant to the
Indenture, interest on the Certificates or portions thereof thus called for redemption shall
no longer accrue after the date fixed for redemption.

(b) The Trustee shall pay to the Owners of Certificates so redeemed, the
amounts due on their respective Certificates, at the Operations Center of the Trustee
upon presentation and surrender of the Certificates.

Section 4.04. Cancellation. All Certificates which have been redeemed shall not be
reissued but shall be canceled and destroyed by the Trustee in accordance with Section 2.09
hereof.

Section 4.05. Delivery of New Certificates Upon Partial Redemption of Certificates.

Upon surrender and cancellation of a Certificate for redemption in part only, a new Certificate or
Certificates of the same maturity and of an authorized denomination in an aggregate principal
amount equal to the unredeemed portion thereof, shall be executed on behalf of and delivered by
the Trustee.

Section 4.06. Program Redemption; Mandatory Extraordinary Series Redemption.

(a) The Trustee shall exercise either a Program Redemption or a Mandatory

Extraordinary Series Redemption in Authorized Denomination pursuant to the terms of
this Section 4.06 upon the occurrence of an Event of Nonappropriation and Nonrenewal

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 or an Event of Default under any Lease (a “Defaulting Lease”) or an Event of Default
hereunder relating to a Series Certificate (a “Defaulting Series”).

(b) Upon notice of any Defaulting Series the Trustee shall first exercise the
remedies described in Section 7.02 hereof to recover amounts sufficient to fully redeem
or pay the remaining Lease Payments due with respect to the Defaulting Series as soon
as practicable. Within 365 days (or such longer time period with the consent of Owners
of the Defaulting Series pursuant to the terms of Section 9.05 hereof) of an Event of
Nonappropriation and Nonrenewal or an Event of Default under the Lease or an Event of
Default hereunder, the Trustee send notice of an Extraordinary Mandatory Series
Redemption of as many Certificates from the Defaulting Series as possible with amounts
recovered pursuant to its exercise of remedies described in Section 7.02 and from
amounts, if any, in the Reserve Fund. If amounts recovered are sufficient to redeem
90% or more of the Principal Portion of the Defaulting Lease of the Defaulting Series,
then such Certificates shall be redeemed and cancelled as part of the and no Program
Redemption shall be undertaken under the Indenture.

(c) If amounts recovered are insufficient under Section 4.06(b) to redeem and
cancel certificates of the Defaulting Series, then any remaining principal amounts due
with respect to the Defaulting Lease relating to Outstanding Certificates of the
Defaulting Series not redeemed (the “Shortfall Amount”) shall be allocated as follows.
The Trustee shall allocate the Shortfall Amount pro rata by maturity (as may be
determined by the Calculation Agent) across the remaining Certificates due in the years
in which the Defaulting Series has Outstanding Certificates and call such selected
Certificates as described in the Indenture. Upon such a Program Redemption, such
Certificates selected by the Trustee shall be redeemed and cancelled, and the Owner
shall be entitled to no further payment related to such Certificates.

(d) The allocation of the Shortfall Amount to make a Program Redemption

by the Trustee shall be limited by the following factors:

(i) In no case shall a Principal Portion of Base Rentals of Series

Certificates that have not defaulted be used to pay the Interest Portion of Base
Rentals of a Defaulting Series.

(ii) Certificates shall only be called for Program Redemption in any year
in which the remaining Outstanding Certificates of a Defaulting Series are not
Outstanding.

(e) In the event of a Program Redemption, any remaining Principal Portion

relating to any Shortfall Amount of the Defaulting Series may be paid from Lease
Payments of Certificates subject to the Program Redemption (subject to the limitations
set forth in Section 4.06(d) hereof).

(f) If the Trustee receives a Purchase Option Price pursuant to the exercise of
the Lessee’s purchase option under a Lease and such Series Certificates have previously
been subject to a Program Redemption, then the Trustee shall redeem the portion of the

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 Certificates relating to the Defaulting Series that remained Outstanding after the
Program Redemption.

(g) To assist in the determination of which Certificates are to be called in a

Program Redemption, the Trustee may use the services of the Calculation Agent to assist
the Trustee in the implementation of the procedures for a Program Redemption set forth
in this Section 4.06. If a Program Redemption cannot be accomplished because the
Shortfall Amount occurs in a year or in years in which there are insufficient amounts of
Lease Payments due and owing, then the Trustee shall redeem only certificates from the
Defaulting Series in such years.

ARTICLE V

INVESTMENTS

Section 5.01. Investment of Moneys. All moneys held as part of any other fund, account
or subaccount created hereunder shall, subject to Sections 5.02 and 6.03 hereof, be deposited or
invested and reinvested by the Trustee, at the written direction of the Corporation, in Permitted
Investments. If the Trustee is not provided written directions concerning investment of moneys
held in the funds, the Trustee shall invest in such Permitted Investments as specified in subsection
(d) of the definition of Permitted Investments. Any and all such deposits or investments shall be
held by or under the control of the Trustee. The Trustee may make any and all such deposits or
investments through its own trust department or the trust department of any bank or trust company
under common control with the Trustee. Income from deposits or investments of moneys held in
the Rebate Fund shall be deposited as provided in Section 3.04 hereof and income from deposits
or investments of moneys held in any escrow account established pursuant to Section 10.01 hereof
shall be deposited as provided in the escrow agreement governing such escrow account.
Otherwise, except as otherwise provided by Article III hereof, deposits or investments shall at all
times be a part of the fund, account or subaccount from which the moneys used to acquire such
deposits or investments shall have come, and all income and profits on such deposits or
investments shall be credited to, and losses thereon shall be charged against, such fund, account or
subaccount. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or
investments in the respective funds whenever the cash balance in the Project Fund is insufficient
to pay a requisition when presented, whenever the cash balance in the Principal Account or
Interest Account is insufficient to pay the principal of and interest on the Certificates when due, or
whenever the cash balance in any fund or account created hereunder is insufficient to satisfy the
purposes of such fund or account. In computing the amount in any fund or account created
hereunder for any purpose hereunder, investments shall be valued quarterly at the lower of cost
(exclusive of accrued interest) or fair market value.

The Trustee is specifically authorized to implement its automated cash investments system
to assure that cash on hand is invested and to charge reasonable cash management fees, which may
be deducted from income earned on investments. Unless otherwise confirmed or directed in
writing, an account statement delivered periodically by the Trustee to the Corporation that the
investment transactions identified therein accurately reflect the investment directions given to the
Trustee by the Corporation shall be sufficient, unless the Corporation notifies the Trustee in
writing to the contrary within 30 days of the date of such statement. The Trustee shall without

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further direction from the Corporation sell such qualified investments as and when required to
make any payment for the purpose for which such investments are held. The Trustee is
specifically authorized to purchase or invest in shares of any investment company that (i) is
registered under the Investment Company Act of 1940, as amended (including both corporations
and Massachusetts business trusts, and including companies for which the Trustee may provide
advisory, administrative, custodial, or other services for compensation), (ii) invests substantially
all of its assets in short-term high-quality money-market instruments, limited to obligations issued
or guaranteed by the United States, and (iii) maintains a constant asset value per share.

Section 5.02. Tax Certification. The Corporation and the Trustee certify and covenant to
and for the benefit of the Owners that so long as any of the Certificates remain Outstanding,
moneys in any fund or account held by the Trustee under the Indenture, whether or not such
moneys were derived from the proceeds of the sale of the Certificates or from any other source,
will not be knowingly deposited or invested in a manner which will cause the interest on the
Certificates to be included in gross income for federal income tax purposes.

ARTICLE VI

COVENANTS OF THE CORPORATION

Section 6.01. Representations and Covenants Regarding Execution, Delivery and

Performance of Indenture. The Corporation represents, covenants and warrants that:

(a) The Corporation (i) is a nonprofit corporation that is organized, validly

existing and in good standing under the laws of the State, (ii) is duly qualified to do
business in the State and (iii) is authorized, under its articles of incorporation and
bylaws, actions of Capital Asset Finance Corporation, its sole Member and applicable
law, to own and manage its properties, to conduct its affairs in the State, to own the
Improvements, to lease the Site from the Lessee and to lease the Leased Property to the
Lessee, to execute, deliver and perform its obligations under the Lease and hereunder, to
grant the Trust Estate to the Trustee and to execute, deliver and perform its obligations
hereunder.

(b) The grant of the Trust Estate to the Trustee pursuant to this Master
Indenture is in the best interests of the Corporation.

(c) The execution, delivery and performance of this Master Indenture by the
Corporation has been duly authorized by the Corporation.

(d) This Master Indenture is enforceable against the Corporation in

accordance with its terms, limited only by bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors’ rights generally, by equitable
principles, whether considered at law or in equity, by the exercise by the State of
Colorado and its governmental bodies of the police power inherent in the sovereignty of
the State of Colorado and by the exercise by the United States of America of the powers
delegated to it by the Constitution of the United States of America.

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 (e) The execution, delivery and performance of the terms of this Master
Indenture by the Corporation does not and will not conflict with or result in a breach of
the terms, conditions or provisions of any restriction or any agreement or instrument to
which the Corporation is now a party or by which the Corporation is bound, or constitute
a default under any of the foregoing, in a manner which affects the validity or
enforceability of the provisions of this Master Indenture or the Lease, or, except as
specifically provided in this Master Indenture or the Lease, result in the creation or
imposition of any lien or encumbrance whatsoever upon any of the property or assets of
the Corporation.

(f) There is no litigation or proceeding pending or threatened against the

Corporation or any other Person affecting the right of the Corporation to execute, deliver
or perform its obligations under this Master Indenture.

Section 6.02. Maintenance of Existence; Performance of Obligations.

(a) The Corporation shall at all times maintain its corporate existence and
will use its best efforts to maintain, preserve and renew all the rights and powers
provided to it under its articles of incorporation and bylaws, actions of Capital Asset
Finance Corporation, its sole Member and applicable law; provided, however, that this
covenant shall not prevent the assumption, by operation of law or otherwise, by any
Person of the rights and obligations of the Corporation hereunder, but only if and to the
extent such assumption does not materially impair the rights of the Owner of any
Outstanding Certificate.

(b) The Corporation shall do and perform or cause to be done and performed
all acts and things required to be done or performed by or on behalf of the Corporation
under the provisions of this Master Indenture, the Lease, any other instrument or other
arrangement to which it is a party that benefits the Owners of any Outstanding
Certificates and any other Requirement of Law.

Section 6.03. Tax Covenant. The Corporation shall not take any action or omit to take
any action with respect to the Certificates, the proceeds of the Certificates, the Trust Estate, the
Leased Property, the Projects or any other funds or property of the Corporation and it will not
permit any other Person to take any action or omit to take any action with respect to the Trust
Estate, the Leased Property the Projects, or the use thereof if such action or omission would cause
interest on any of the Certificates to be included in gross income for federal income tax purposes
or to be an item of tax preference for purposes of the federal alternative minimum tax imposed on
individuals and corporations (except, with respect to corporations, as such interest is required to be
taken into account in determining “adjusted net book earnings” for the purpose of computing the
alternative minimum tax imposed on such corporations). In furtherance of this covenant and any
subsequent changes in law, the Corporation agrees to comply with the procedures set forth in the
Tax Compliance Certificate delivered in connection with the execution and delivery of any
Certificates. The covenants set forth in this Section shall remain in full force and effect
notwithstanding the payment in full or defeasance of the Certificates until the date on which all
obligations in fulfilling such covenants have been met. The covenants set forth in this Section

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shall not, however, apply to any series of Certificates if, at the time of execution and delivery, the
Corporation intends the interest on such series of Certificates to be subject to federal income tax.

Section 6.04. Title Insurance. If the definition of Leased Property in any Lease contains
real estate, the Trustee shall be provided with a standard mortgagee’s title insurance policy
insuring the Trustee’s mortgage interest in any real estate included in Leased Property (including a
mortgage on the Corporation’s leasehold interest in the Site), subject only to Permitted
Encumbrances, in an amount not less than the lesser of either the Outstanding amount of Lease
Payments or the insurable value of such real property. Such policy, or a binding commitment
therefor, shall be provided to the Trustee concurrently with the execution and delivery of any
Lease where real estate contains all or a portion of Leased Property.

Section 6.05. Sale or Encumbrance of Leased Property. As long as there are any
Outstanding Certificates, and except as otherwise permitted by this Master Indenture and except as
the Lease otherwise specifically requires, the Corporation shall not allow any lien or encumbrance
thereon except for Permitted Encumbrances and shall not sell or otherwise dispose of any of the
Leased Property unless it determines that such sale or other disposal will not materially adversely
affect the rights of the Owners of the Certificate.

Section 6.06. Rights of Trustee under Leases. The Corporation hereby covenants to the
Trustee for the benefit of the Owners that the Corporation will observe and comply with its
obligations under the Leases, and represents and warrants that all the representations made by the
Corporation in the Leases are true. Wherever in the Leases it is stated that the Lessee will notify
the Corporation, or wherever a Lease gives the Corporation or the Trustee some right or privilege,
such part of the Lease shall be as if it were set forth in full in this Master Indenture. The
Corporation agrees that the Trustee, as assignee of the Corporation under each Lease, may
enforce, in its name or in the name of the Corporation, all rights of the Corporation and all
obligations of the Lessee under each Lease, for and on behalf of the Owners, whether or not the
Corporation is in default under this Master Indenture.

Section 6.07. Defense of Trust Estate. The Corporation shall at all times, to the extent
permitted by law, defend, preserve and protect its title to the Leased Property and the other
property or property rights included in the Trust Estate, the grant of the Trust Estate to the Trustee
under this Master Indenture and all the rights of the Owners under this Master Indenture against
all claims and demands of all Persons whomsoever.

Section 6.08. Limited Activity Enterprise. The Corporation shall not engage in any
activities other than activities related to the ownership and operation of property.

Section 6.09. Inspection of the Leased Property. The Trustee and its duly authorized
agents shall have the rights (but shall have no obligation), on reasonable notice to the Corporation
and any Lessee, at all reasonable times, to examine and inspect Leased Property (subject to such
regulations as may be imposed by the Corporation and the Lessee for security purposes). The
Trustee and its duly authorized agents shall also be permitted (but shall have no obligation), at all
reasonable times, to examine the books, records, reports and other papers of the Corporation with
respect to the Leased Property.

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 ARTICLE VII

DEFAULTS AND REMEDIES

Section 7.01. Events of Default. Any of the following shall constitute an “Event of
Default” under the Indenture:

(a) Default in the payment of the principal of or premium, if any, on any

Certificate when the same shall become due and payable, whether at the stated maturity
thereof or upon proceedings for redemption.

(b) Default in the payment of any installment of interest on any Certificate

when the same shall become due and payable.

(c) The occurrence of an Event of Nonappropriation and Nonrenewal or an

Event of Default under the Lease.

(d) Failure by the Corporation to cure any noncompliance with any other
provision of this Master Indenture within 30 days after receiving notice of such
noncompliance.

Section 7.02. Remedies on Default.

(a) Upon the occurrence of an Event of Default described in Section 7.01(c)

hereof, the Trustee, as assignee of the rights of the Corporation under the Leases may, or
at the request of the Owners of the Defaulting Series a majority in aggregate principal
amount of the Certificates then Outstanding shall, upon the advice of counsel, without
any further demand or notice, take one or any combination of the remedial steps
described in Section 12.02 of the Lease.

(b) The Trustee shall also be entitled, upon any Event of Default described in
Section 7.01(c) hereof, to any moneys in any funds or accounts created hereunder
(except the Rebate Fund, any moneys in any Project Account not associated with a
Defaulting Lease and any escrow accounts established pursuant to Section 10.01 hereof).

(c) Upon any Event of Default described in Section 7.01(a) or (b) hereof, the
Trustee may take whatever action at law or in equity, including but not limited to the
appointment of a receiver, may appear necessary or desirable to enforce the rights of the
Owners of a Defaulting Series, including but not limited to, its rights as assignee of the
Corporation’s rights under the Lease and as mortgagee hereunder.

(d) No right or remedy is intended to be exclusive of any other right or

remedy, but each and every such right or remedy shall be cumulative and in addition to
any other remedy given hereunder or now or hereafter existing at law or in equity or by
statute.

(e) Subject to Section 7.03 hereof, if any Event of Default under this Master
Indenture shall have occurred and if requested by the Owners of the Defaulting Series of

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 a majority in aggregate principal amount of the Defaulting Series then Outstanding, the
Trustee shall be obligated to exercise such one or more of the rights and powers
conferred by this Section as the Trustee, being advised by counsel, shall deem most
expedient in the interests of the Owners.

(f) Subject to Section 7.03 hereof, the Trustee, as assignee of the rights of the
Leasee, shall control all remedies available to the Corporation under the Lease.

Section 7.03. Majority of Owners May Control Proceedings. Anything in the

Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount
of the Certificates of a Defaulting Series then Outstanding shall have the right, at any time, to the
extent permitted by law, by an instrument or instruments in writing executed and delivered to the
Trustee, to direct the time, method and place of conducting all proceedings to be taken in
connection with the enforcement of the terms and conditions of the Indenture, or for the
appointment of a receiver, and any other proceedings hereunder; provided that such direction shall
not be otherwise than in accordance with the provisions hereof. The Trustee shall not be required
to act on any directive given to it pursuant to this Section unless indemnified as provided in
Section 8.02 hereof.

Section 7.04. Rights and Remedies of Owners. No Owner shall have any right to
institute any suit, action or proceeding in equity or at law for the enforcement of the Indenture or
for the execution of any trust hereof or for the appointment of a receiver or any other remedy
hereunder, unless an Event of Default under the Indenture has occurred of which the Trustee has
been notified as provided in Section 8.02(h) hereof, or of which by Section 8.02(h) hereof it is
deemed to have notice, and the Owners of not less than a majority in aggregate principal amount
of Certificates of a Defaulting Series then Outstanding shall have made written request to the
Trustee and shall have offered reasonable opportunity either to proceed to exercise the powers
hereinbefore granted or to institute such action, suit or proceedings in its own name nor unless
they have also offered to the Trustee indemnity as provided in Section 8.02 hereof; and such
notification, request and offer of indemnity are hereby declared in every case at the option of the
Trustee to be conditions precedent to the execution of the powers and trusts of the Indenture, and
to any action or cause of action for the enforcement of the Indenture, or for the appointment of a
receiver or for any other remedy hereunder; it being understood and intended that no one or more
Owners shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of
the Indenture by his, her, its or their action or to enforce any right hereunder except in the manner
herein provided and that all proceedings at law or in equity shall be instituted, had and maintained
in the manner herein provided and for the equal benefit of the Owners of all Certificates of a
Defaulting Series then Outstanding. Nothing contained in the Indenture shall, however, affect or
impair the right of any Owner to enforce the payment of the principal of, premium, if any, or
interest on any Certificate at and after the maturity thereof.

Section 7.05. Purchase of Leased Property by Owner or Trustee; Application of

Certificates Toward Purchase Price. Upon the occurrence of an Event of Default hereunder,
any lien on Leased Property created and vested in the Trustee hereunder may be foreclosed either
by sale at public auction or by proceedings in equity. Upon any such sale, any Owner of the
Defaulting Series or the Trustee may bid for and purchase the Leased Property; and, upon
compliance with the terms of sale, may hold, retain and possess and dispose of such property in

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his, her, its or their own absolute right without further accountability; and any purchaser at any
such sale may, if permitted by law, after allowing for the proportion of the total purchase price
required to be paid in cash for the costs and expenses of the sale, compensation and other charges,
in paying purchase money, turn in Certificates associated with such Defaulting Series then
Outstanding in lieu of cash, to the amount which shall, upon distribution of the Net Proceeds of
such sale and any other moneys available hereunder, be payable thereon. If the Trustee shall
acquire the Leased Property, as a result of any such foreclosure sale, or any proceeding or
transaction in lieu of foreclosure, the Trustee shall thereafter sell the Leased Property; and may
take any further lawful action with respect to the Leased Property which it shall deem to be in the
best interest of the Owners, including but not limited to the enforcement of all rights and remedies
set forth in the Lease and the Indenture and the taking of all other courses of action permitted
herein or therein.

The foregoing paragraph notwithstanding, in no event shall the Trustee be required to

foreclose on, take title to, take possession of or operate any part or all of the Leased Property
unless (a) it shall have been provided with indemnity satisfactory to it from the Owners of the
Certificates for the reimbursement of all expenses which it may incur and to protect it against all
risk and liability related to or arising from the foreclosure, taking of title to, possession or
operation of the collateral and (b) it shall have been furnished any environmental surveys or audits
(including without limitation Phase I and Phase II audits) or any other information which the
Trustee or its counsel deems necessary or advisable to protect the interests of the Trustee or the
Owners of the Certificates. The Trustee may decline to foreclose on, take title to, take possession
of or operate any part or all of the Leased Property if in its reasonable judgment based on the
materials described in clause (b) above such action might subject it to potential liability not
adequately covered by the indemnity referred to in clause (a) above.

Any recovery of moneys with 365 days of an Event of Default shall be applied toward an
Extraordinary Mandatory Series Redemption as described in Section 4.06(b) hereof; any later
recovery shall be deposited to replenish the Reserve Fund.

Section 7.06. Waiver of Appraisement, Valuation, Stay, Execution and Redemption

Laws. The Corporation agrees, to the extent permitted by law, that in case of the occurrence of an
Event of Default hereunder, neither the Corporation nor anyone claiming through or under it shall
or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or
redemption laws now or hereafter in force in order to prevent or hinder the enforcement or
foreclosure of the Indenture, or the absolute sale of the Trust Estate to the extent permitted
hereunder, or the final and absolute surrender of possession, immediately after such sale, to the
purchasers; and the Corporation, for itself and all who may at any time claim through or under it,
hereby waives, to the full extent that it may lawfully do so, the benefit of all such laws, and any
and all right to have the estates comprised in the security intended to be hereby created marshaled
upon any foreclosure of the lien hereof and agrees that the Trustee or any court having jurisdiction
to foreclose such lien may sell the Leased Property under the related Lease.

Section 7.07. Trustee May Enforce Rights Without Certificates. All rights of action
and claims under the Indenture or any of the Certificates Outstanding hereunder may be enforced
by the Trustee without the possession of any of the Certificates or the production thereof in any
trial or proceedings relative thereto; and any suit or proceeding instituted by the Trustee shall be

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brought in its name as Trustee, without the necessity of joining as plaintiffs or defendants any
Owners of the Certificates, and any recovery of judgment shall be for the ratable benefit of the
Owners, subject to the provisions hereof.

Section 7.08. Trustee to File Proofs of Claim in Receivership, Etc. In the case of any
receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceedings affecting the Leased Property, the Trustee shall, to the extent permitted
by law, be entitled to file such proofs of claim and other documents as may be necessary or
advisable in order to have claims of the Trustee and of the Owners allowed in such proceedings
for the entire amount due and payable on the Certificates under the Indenture, at the date of the
institution of such proceedings and for any additional amounts which may become due and
payable by it after such date, without prejudice, however, to the right of any Owner to file a claim
in its own behalf.

Section 7.09. Delay or Omission No Waiver. No delay or omission of the Trustee or of

any Owner to exercise any right or power accruing upon any Event of Default hereunder shall
exhaust or impair any such right or power or shall be construed to be a waiver of any such Event
of Default, or acquiescence therein; and every power and remedy given by the Indenture may be
exercised from time to time and as often as may be deemed expedient.

Section 7.10. No Waiver of One Event of Default to Affect Another. No waiver of any
Event of Default hereunder, whether by the Trustee or the Owners, shall extend to or affect any
subsequent or any other then existing Event of Default or shall impair any rights or remedies
consequent thereon.

Section 7.11. Discontinuance of Proceedings on Event of Default; Position of Parties

Restored. In case the Trustee shall have proceeded to enforce any right under the Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee, then and in every such case the Corporation, the Lessee, the
Trustee and the Owners shall be restored to their former positions and rights hereunder with
respect to the Trust Estate, and all rights, remedies and powers of the Trustee shall continue as if
no such proceedings had been taken.

Section 7.12. Waivers of Events of Default. The Trustee may in its discretion waive any
Event of Default hereunder and its consequences, and notwithstanding anything else to the
contrary contained in the Indenture shall do so upon the written request of the Owners of a
majority in aggregate principal amount of all the Certificates then Outstanding; provided,
however, that there shall not be waived without the consent of the Owners of 100% of the
Certificates then Outstanding as to which the Event of Default exists (a) any Event of Default in
the payment of the principal of or premium, if any, on any Outstanding Certificates at the date of
maturity specified therein; or (b) any Event of Default in the payment when due of the interest on
any such Certificates, unless prior to such waiver or rescission, all arrears of interest and all arrears
of payments of principal and premium, if any, then due, as the case may be (including interest on
all overdue installments at the highest rate due on the Certificates), and all fees and expenses of
the Trustee in connection with such Event of Default shall have been paid or provided for
(including attorneys fees and expenses). In case of any such waiver, or in case any proceedings
taken by the Trustee on account of any such Event of Default hereunder shall have been

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discontinued or abandoned or determined adversely to the Trustee, then and in every such case the
Corporation, the Trustee, the Lessee and the Owners shall be restored to their former positions and
rights hereunder respectively, but no such waiver or rescission shall extend to any subsequent or
other Event of Default hereunder, or impair any right consequent thereon.

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01. Representations and Covenants Regarding Execution, Delivery and

Performance of Indenture. The Trustee represents and covenants that:

(a) The Trustee (i) is a national banking association that is duly organized,
validly existing and in good standing under the laws of the United States of America,
(ii) is duly qualified to do business in the State and (iii) is authorized, under its articles of
association, action of its board of directors and applicable law, to own and manage its
properties, to conduct its affairs in the State, to accept the grant of the Trust Estate
(defined herein) from the Corporation hereunder and to execute, deliver and perform its
obligations under the Indenture.

(b) The execution, delivery and performance of the Indenture by the Trustee
has been duly authorized by the Trustee.

(c) The Indenture is enforceable against the Trustee in accordance with its
terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors’ rights generally, by equitable principles, whether
considered at law or in equity, by the exercise by the State of Colorado and its
governmental bodies of the police power inherent in the sovereignty of the State of
Colorado and by the exercise by the United States of America of the powers delegated to
it by the Constitution of the United States of America.

(d) The execution, delivery and performance of the terms of the Indenture by
the Trustee does not and will not conflict with or result in a breach of the terms,
conditions or provisions of any restriction or any agreement or instrument to which the
Trustee is now a party or by which the Trustee is bound, or constitute a default under any
of the foregoing or, except as specifically provided in the Indenture or the Lease, result
in the creation or imposition of a lien or encumbrance whatsoever upon the Trust Estate
or any of the property or assets of the Trustee.

(e) To the Trustee’s knowledge, there is no litigation or proceeding pending

or threatened against the Trustee affecting the right of the Trustee to execute, deliver or
perform its obligations under the Indenture.

(f) The Trustee acknowledges and recognizes that each Lease will be
terminated upon the occurrence of an Event of Nonappropriation and Nonrenewal
thereunder, and that a failure by the Lessee to appropriate funds and renew the Lease in a
manner that results in an Event of Nonappropriation and Nonrenewal under the Lease is
a legislative act that is solely within the discretion of the governing body of the Lessee.

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 Section 8.02. Duties of the Trustee. The Trustee hereby accepts the trusts imposed upon
it by the Indenture and agrees to perform said trusts as a corporate trustee ordinarily would
perform such trusts under a corporation indenture, but only upon and subject to the following
express terms and conditions, and no implied covenants or obligations shall be read into the
Indenture against the Trustee:

(a) The Trustee, prior to the occurrence of an Event of Default or an Event of

Nonappropriation and Nonrenewal and after the curing of all Events of Default or Events
of Nonappropriation and Nonrenewal which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in the Indenture. In case an
Event of Default or an Event of Nonappropriation and Nonrenewal has occurred (which
has not been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by the Indenture, and use the same degree of care and skill in its exercise as a
reasonable and prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs in exercising any rights or remedies or performing
any of its duties hereunder.

(b) The Trustee may execute any of the trusts or powers hereof and perform
any of its duties by or through attorneys, agents, receivers or employees but shall be
answerable for the conduct of the same in accordance with the standard specified in
Section 8.02(g), and shall be entitled to act upon the advice or an Opinion of Counsel
concerning all matters of trust hereof and the duties hereunder, and may in all cases pay
such reasonable compensation to all such attorneys, agents, receivers and employees as
may reasonably be employed in connection with the trusts hereof. The Trustee may act
upon the advice or an Opinion of Counsel and shall not be responsible for any loss or
damage resulting from any action or nonaction taken by or omitted to be taken in good
faith in reliance upon such advice or Opinion of Counsel.

(c) The Trustee shall not be responsible for any recital herein or in the
Certificates (except in respect of the execution of the Certificates on behalf of the
Trustee), or for the recording or filing of the Indenture or any financing statement (other
than continuation statements) in connection therewith, or for insuring the Leased
Property or collecting any insurance moneys or for the validity of the execution by the
Corporation of the Master Indenture, any Supplemental Indenture or any instruments of
further assurance, or for the sufficiency of the security for the Certificates executed and
delivered hereunder or intended to be secured hereby, or for the value of or title to the
Leased Property. The Trustee shall have no obligation to perform any of the duties of
the Corporation under any Lease; and the Trustee shall not be responsible or liable for
any loss suffered in connection with any investment of funds made by it in accordance
with Article V hereof.

(d) The Trustee makes no representations as to the value or condition of the

Trust Estate or any part thereof, or as to the validity or sufficiency of the Indenture or of
the Certificates. The Trustee shall not be accountable for the use or application of any
Certificates or the proceeds thereof or of any money paid to or upon the order of the
Initial Purchaser or the Corporation hereunder or under the Lease. The Trustee, in its

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 individual or any other capacity, may become the Owner of Certificates with the same
rights which it would have if it were not Trustee.

(e) The Trustee may rely and shall be protected in acting upon any notice,
request, consent, certificate, order, affidavit, letter, telegram or other paper or document
reasonably believed by it to be genuine and correct and to have been signed or sent by
the proper Person or Persons. The Trustee may rely conclusively on any such certificate
or other paper or document and shall not be required to make any independent
investigation in connection therewith. Any action taken by the Trustee pursuant to the
Indenture upon the request or authority or consent of any Person who at the time of
making such request or giving such authority or consent is the Owner of any Certificate,
shall be conclusive and binding upon all future Owners of the same Certificate and upon
any Certificates executed and delivered in place thereof.

(f) As to the existence or nonexistence of any fact or as to the sufficiency or

validity of any instrument, paper or proceeding, or whenever in the administration of the
Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely
upon a certificate signed on behalf of the Corporation by the Corporation Representative
or such other Person as may be designated for such purpose by the Corporation, as
sufficient evidence of the facts therein contained, and prior to the occurrence of default
of which the Trustee has been notified as provided in Section 8.02(h) or of which by said
Section the Trustee is deemed to have notice, the Trustee may also accept a similar
certificate to the effect that any particular dealing, transaction or action is necessary or
expedient, but may at its discretion secure such further evidence deemed necessary or
advisable but shall in no case be bound to secure the same.

(g) The permissive right of the Trustee to do things enumerated in the

Indenture and in each Lease shall not be construed as a duty and the Trustee shall not be
answerable for other than its negligence or willful misconduct, including without
limitation a breach of fiduciary duty; and shall not be answerable for any negligent act of
its attorneys, employees, agents or receivers which have been selected by the Trustee
with due care.

(h) The Trustee shall not be required to take notice or be deemed to have
notice of any default hereunder except failure by the Corporation to cause to be made
any of the payments to the Trustee required to be made by Article III hereof, unless the
Trustee shall be specifically notified in writing of such default by the Corporation, or by
the Owners of at least 10% in aggregate principal amount of Certificates then
Outstanding.

(i) All moneys received by the Trustee shall, until used or applied or
invested as herein provided, be held in trust in the manner and for the purposes for which
they were received but need not be segregated from other funds except to the extent
required by the Indenture or law.

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 (j) At any and all reasonable times the Trustee, and its duly authorized
agents, attorneys, experts, engineers, accountants and representatives, shall have the
right, but shall not be required, to inspect any and all of the Leased Property (subject to
such regulations as may be imposed by the Corporation or any Lessee for security
purposes), including all books, papers and records of the Corporation pertaining to the
Leased Property or the Certificates, and to take such memoranda from and in regard
thereto as may be desired.

(k) The Trustee shall not be required to give any bond or surety in respect of
the execution of the said trusts and powers or otherwise in respect of the premises.

(l) Notwithstanding anything in the Indenture to the contrary, the Trustee

shall have the right, but shall not be required, to demand in respect of the delivery of any
Certificates, the withdrawal of any cash, or any action whatsoever within the purview of
the Indenture, any showings, certificates, opinions, appraisals or other information, or
corporate action or evidence thereof, in addition to that by the terms hereof required, as a
condition of such action by the Trustee.

(m) The Trustee shall not be required to advance any of its own funds in the
performance of its obligations hereunder unless it has received assurances satisfactory to
it that it will be repaid.

(n) Before taking any action under this Indenture, the Trustee may require
that satisfactory indemnity be furnished to it for the reimbursement of all costs and
expenses (including attorneys’ fees and expenses) which it may incur and to protect it
against all liability, except liability which is adjudicated to have resulted from its
negligence or willful misconduct, by reason of any action so taken.

(o) The Trustee may inform any Owner of environmental hazards that the
Trustee has reason to believe exist, and the Trustee has the right to take no further action
and, in such event no fiduciary duty exists which imposes any obligation for further
action with respect to the Trust Estate or any portion thereof if the Trustee, in its
individual capacity, determines that any such action would materially and adversely
subject the Trustee to environmental or other liability for which the Trustee has not been
adequately indemnified.

Section 8.03. Compensation of Trustee. The Trustee shall be entitled to payment of or

reimbursement for reasonable fees for its ordinary services rendered hereunder (which
compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and all advances, agent and counsel fees and other ordinary expenses
reasonably and necessarily made or incurred by the Trustee in connection with such ordinary
services, and, in the event that it should become necessary for the Trustee to perform extraordinary
services, the Trustee shall be entitled to reasonable additional compensation therefor and to
reimbursement for reasonable and necessary extraordinary expenses in connection therewith;
provided that if such extraordinary services or extraordinary expenses are occasioned by the
negligence or willful misconduct of the Trustee it shall not be entitled to compensation or
reimbursement therefore. In no event shall the Trustee be obligated to advance its own funds in

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order to take any action hereunder. The rights of the Trustee to payments pursuant to this Section
shall be superior to the rights of the Owners with respect to the Trust Estate.

Section 8.04. Resignation or Replacement of Trustee.

(a) The present or any future Trustee may resign by giving written notice to
the Corporation not less than 30 days before such resignation is to take effect. Such
resignation shall take effect only upon the appointment of a successor qualified as
provided in subsection (c) of this Section; provided, however, that if no successor is
appointed within 30 days following the date designated in the notice for the Trustee’s
resignation to take effect, the resigning Trustee may petition a court of competent
jurisdiction for the appointment of a successor. The present or any future Trustee may
be removed at any time by the Corporation in the event the Corporation reasonably
determines that the Trustee is not duly performing its obligations hereunder or that such
removal is in the best interests of the Corporation or the Owners, or by an instrument in
writing, executed by the Owners of a majority in aggregate principal amount of the
Certificates then Outstanding, for any breach of any of the Trustee’s duties hereunder.
In the event the Trustee is removed, it shall be paid its outstanding fees and expenses.

(b) In case the present or any future Trustee shall at any time resign or be
removed or otherwise become incapable of acting, a successor may be appointed by the
Owners of a majority in aggregate principal amount of the Certificates Outstanding by
an instrument or concurrent instruments signed by such Owners, or their attorneys in fact
duly appointed; provided that the Corporation may, by an instrument executed by order
of the Corporation, appoint a successor until a new successor shall be appointed by the
Owners as herein authorized. The Corporation upon making such appointment shall
forthwith give notice thereof to each Owner and to each Lessee, which notice may be
given concurrently with the notice of resignation given by any resigning Trustee. Any
successor so appointed by the Corporation shall immediately and without further act be
superseded by a successor appointed in the manner above provided by the Owners of a
majority in aggregate principal amount of the Certificates Outstanding.

(c) Every successor shall be a bank or trust company in good standing,

located in or incorporated under the laws of the State, duly authorized to exercise trust
powers and subject to examination by federal or state authority, qualified to act
hereunder, and having a capital and surplus of not less than $50,000,000. Any successor
appointed hereunder shall execute, acknowledge and deliver to the Corporation an
instrument accepting such appointment hereunder, and thereupon such successor shall,
without any further act, deed or conveyance, become vested with all the estates,
properties, rights, powers and trusts of its predecessor in the trust hereunder with like
effect as if originally named as Trustee herein and thereupon the duties and obligations
of the Trustee retiring shall cease and terminate; but the Trustee retiring shall,
nevertheless, on the written demand of its successor, and upon the payment of the fees
and expenses owed to the retiring Trustee, execute and deliver an instrument conveying
and transferring to such successor, upon the trusts herein expressed, all the estates,
properties, rights, powers and trusts of the predecessor, which shall duly assign, transfer
and deliver to the successor all properties and moneys held by it under the Indenture.

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 Should any instrument in writing from the Corporation be required by any successor for
more fully and certainly vesting in and confirming to it, the said instruments in writing
shall, at the reasonable discretion of the Corporation, be made, executed, acknowledged
and delivered by the Corporation on request of such successor.

(d) The instruments evidencing the resignation or removal of the Trustee and
the appointment of a successor hereunder, together with all other instruments provided
for in this Section shall be filed and/or recorded by the successor Trustee in each
recording office, if any, where the Indenture shall have been filed and/or recorded.

Section 8.05. Conversion, Consolidation or Merger of Trustee. Any bank or trust

company into which the Trustee or its successor may be converted or merged, or with which it
may be consolidated, or to which it may sell or transfer its corporate trust business as a whole shall
be the successor of the Trustee under the Indenture with the same rights, powers, duties and
obligations and subject to the same restrictions, limitations and liabilities as its predecessor, all
without the execution or filing of any papers or any further act on the part of any of the parties
hereto or thereto, anything herein or therein to the contrary notwithstanding. In case any of the
Certificates that have been executed, but not delivered, any successor Trustee may adopt the
signature of any predecessor Trustee, and deliver the same as executed; and, in case any of such
Certificates shall not have been executed, any successor Trustee may execute such Certificates in
the name of such successor Trustee.

Section 8.06. Intervention by Trustee. In any judicial proceeding to which the

Corporation or any Lessee is a party and which in the opinion of the Trustee and its counsel has a
substantial bearing on the interests of the Owners, the Trustee may intervene on behalf of Owners
and shall do so if requested in writing by the Owners of at least 10% in aggregate principal
amount of Certificates Outstanding.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Not Requiring Consent of Owners. The

Trustee and the Corporation may, without the consent of, or notice to, the Owners, enter into a
Supplemental Indenture for any one or more or all of the following purposes:

(a) to add to the covenants and agreements of the Corporation contained in

the Indenture other covenants and agreements to be thereafter observed by the
Corporation;

(b) to cure any ambiguity, or to cure, correct or supplement any defect or

omission or inconsistent provision contained in the Indenture;

(c) to subject to the Indenture additional revenues, properties or collateral

(including release and substitution of property permitted under the Lease);

(d) to set forth the terms and conditions and other matters in connection with
the execution and delivery of each Series of Certificates, pursuant to Section 2.10 hereof;

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 (e) to effect any change in connection with the preservation of the exclusion
from gross income for federal income tax purposes interest on the Certificates;

(f) to allow for the use of a surety bond, insurance policy, letter of credit or
other undertaking guaranteeing payment on the Certificates or guaranteeing cash in the
amount required to be on deposit in the Reserve Fund; or

(g) to effect any other changes in the Indenture which do not materially
adversely affect the rights of the Owners.

Section 9.02. Supplemental Indentures Requiring Consent of Owners.

(a) Exclusive of Supplemental Indentures under Section 9.01 hereof, the

written consent of the Owners of not less than a majority in aggregate principal amount
of the Certificates Outstanding shall be required for the execution by the Corporation
and the Trustee of any Supplemental Indenture; provided, however, that without the
consent of the Owners of all the Certificates Outstanding for any particular Series,
nothing herein contained shall permit, or be construed as permitting changes to the
Certificates of such Series that include:

(i) a change in the terms of redemption or maturity of the principal

amount of or the interest on any Outstanding Certificate, or a reduction in the
principal amount of or premium payable upon any redemption of any Outstanding
Certificate or the rate of interest thereon, without the consent of the Owner of such
Certificate;

(ii) the deprivation as to the Owner of any Certificate Outstanding of the

lien created by the Indenture (other than as originally permitted hereby);

(iii) a privilege or priority of any Certificate or Certificates over any

other Certificate or Certificates, except as permitted herein; or

(iv) a reduction in the percentage of the aggregate principal amount of

the Certificates required for consent to any Supplemental Indenture.

(b) If at any time the Corporation shall request the Trustee to enter into any
Supplemental Indenture for any of the purposes of this Section, the Trustee shall cause
notice of the proposed execution of such Supplemental Indenture to be mailed to the
Owners of the Certificates of the Series affected by such Supplemental Indenture at the
addresses last shown on the registration records of the Trustee. Such notice shall briefly
set forth the nature of the proposed Supplemental Indenture and shall state that copies
thereof are on file at the principal corporate trust office of the Trustee for inspection by
all Owners. If, within 60 days or such longer period as shall be prescribed by the
Corporation following the mailing of such notice, the Owners of not less than a majority,
or, with respect to the matters specified in paragraphs (i) through (iv) of subsection (a) of
this Section, 100%, in aggregate principal amount of the Series Certificates Outstanding
at the time of the execution of any such Supplemental Indenture shall have consented to
and approved the execution thereof as herein provided, no Owner shall have any right to

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 object to any of the terms and provisions contained therein, or the operation thereof, or
to enjoin or restrain the Trustee or the Corporation from executing the same or from
taking any action pursuant to the provisions thereof.

Section 9.03. Execution of Supplemental Indenture. The Trustee is authorized to join

with the Corporation in the execution of any Supplemental Indenture entered into in accordance
with this Article and to make further agreements and stipulations which may be contained therein,
but the Trustee shall not be obligated to enter into any Supplemental Indenture which affects its
rights, duties or immunities under the Indenture. Any Supplemental Indenture executed in
accordance with the provisions of this Article shall thereafter form a part of the Indenture; and all
the terms and conditions contained in any such Supplemental Indenture shall be deemed to be part
of the Indenture for any and all purposes. In case of the execution and delivery of any
Supplemental Indenture, express reference may be made thereto in the text of the Certificates
executed and delivered thereafter, if any, if deemed necessary or desirable by the Trustee. As a
condition to executing any Supplemental Indenture, the Trustee shall be entitled to receive and
rely upon a written opinion of Bond Counsel to the effect that the execution thereof is authorized
or permitted under this Indenture and will not adversely affect the exclusion from gross income for
federal income tax purposes of interest on any Certificates, and, if applicable, that the provisions
do not materially adversely affect the rights of the Owners.

Section 9.04. Amendments, etc., of the Lease Not Requiring Consent of Owners. The
Corporation may, with the written consent of the Trustee, but without the consent of or notice to
the Owners, amend, change or modify each Lease, or any project contract, as may be required:

(a) by the provisions of each Lease or the Indenture;

(b) for the purpose of curing any ambiguity or formal defect or omission in
each Lease;

(c) in order more precisely to identify the Leased Property or to add

additional or substituted improvements or properties acquired in accordance with each
Lease;

(d) in order to provide for the acquisition, construction, improvement and

equipping of additional property under the Lease;

(e) in connection with the execution and delivery of Certificates;

(f) in connection with any Supplemental Indenture permitted by this Article;

(g) to effect any change in connection with the preservation of the exclusion
from gross income for federal income tax purposes of interest on the Certificates;

(h) to effect any change to any project permitted by, and in accordance with
the terms of, the Lease, any similar lease or agreement relating to any other project and
the applicable project contracts;

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 (i) to effect any change that (i) does not reduce the revenues available to the
Trustee from the Lease below the amount required to make all the payments and
transfers required by Article III hereof, (ii) does not reduce the value of the Leased
Property and (iii) does not adversely affect the exclusion from gross income for federal
income tax purposes of interest on the Certificates; or

(j) to effect any other changes in the Lease or any project document which
do not materially adversely affect the rights of the Owners.

Section 9.05. Amendments, etc., of the Lease Requiring Consent of Owners. Except
for the amendments, changes or modifications permitted by Section 9.04 hereof, neither the
Corporation nor the Trustee shall consent to any other amendment, change or modification of the
Lease without notice to and the written approval or consent of the Owners of not less than a
majority in aggregate principal amount of the Certificates Outstanding given and procured as
provided in Section 9.02 hereof. If at any time the Corporation shall request the consent of the
Trustee to any such proposed amendment, change or modification of the Lease, the Trustee shall,
upon receipt of amounts necessary to pay expenses, cause notice of such proposed amendment,
change or modification to be given in the same manner as provided in Section 9.02 hereof. Such
notice shall briefly set forth the nature of such proposed amendment, change or modification and
shall state that copies of the instrument embodying the same are on file at the principal corporate
trust office of the Trustee for inspection by all Owners. As a condition to executing any
amendment to the Lease, the Trustee shall be entitled to receive and rely upon a written opinion of
Bond Counsel to the effect that the execution thereof is authorized or permitted under this
Indenture and the Lease, and will not adversely affect the exclusion from gross income for federal
income tax purposes of interest on any Certificates and, if applicable, that the provisions do not
materially adversely affect the rights of the Owners.

Section 9.06. Notices to Rating Agencies. All notices, certificates, or other

communications given to the Owners hereunder shall also be given to any rating agency then
rating the Certificates and copies of any modification or amendment to the Indenture or the Lease
shall be sent to such rating agency or agencies.

ARTICLE X

MISCELLANEOUS

Section 10.01. Discharge of Indenture.

(a) If, when the Certificates secured hereby shall become due and payable in
accordance with their terms or otherwise as provided in the Indenture, the whole amount
of the principal of, premium, if any, and interest due and payable upon all of the
Certificates shall be paid, or provision shall have been made for the payment of the
same, together with all other sums payable hereunder, then the right, title and interest of
the Trustee in and to the Trust Estate and all covenants, agreements and other obligations
of the Corporation to the Trustee and the Owners shall thereupon cease, terminate and
become void and be discharged and satisfied. In such event, the Trustee shall transfer
and convey to (or to the order of) the Corporation all property assigned, pledged or

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 mortgaged to the Trustee by the Corporation then held by the Trustee pursuant to the
Indenture, and the Trustee shall execute such documents as may be reasonably required
by the Corporation and shall turn over to (or to the order of) the Corporation any surplus
in any fund, account or subaccount (except the Rebate Fund) created under the
Indenture, except any escrow accounts theretofore established pursuant to this Section.

(b) All or any portion of the Outstanding Certificates shall prior to the
maturity or redemption date thereof be deemed to have been paid (“defeased”) within the
meaning and with the effect expressed in this Section if (i) in case said Certificates are to
be redeemed on any date prior to their maturity, the Corporation shall have given to the
Trustee in form satisfactory to the Trustee irrevocable instructions to give notice of
redemption of such Certificates on said redemption date, such notice to be given on a
date and otherwise in accordance with the provisions of Section 4.04 hereof; (ii) there
shall have been deposited in trust either moneys in an amount which shall be sufficient,
or Defeasance Securities which shall not contain provisions permitting the redemption
thereof at the option of the issuer, the principal of and the interest on which when due,
and without any reinvestment thereof, will provide moneys which, together with the
moneys, if any, deposited with or held in trust at the same time, shall be sufficient to pay
when due the principal of, premium, if any, and interest due and to become due on said
Certificates on and prior to the redemption date or maturity date thereof, as the case may
be; and (iii) a certified public accountant shall have delivered a verification report,
verifying the sufficiency of the deposit described in clause (ii) above. Neither the
Defeasance Securities nor moneys deposited in trust pursuant to this Section or principal
or interest payments on any such Defeasance Securities shall be withdrawn or used for
any purpose other than, and shall be held in trust for, the payment of the principal of,
premium, if any, and interest on said Certificates; provided any cash received from such
principal or interest payments on such Defeasance Securities deposited in trust, if not
then needed for such purpose, shall, to the extent practicable, be reinvested in
Defeasance Securities of the type described in clause (ii) of this subsection maturing at
the times and in amounts sufficient to pay when due the principal of, premium, if any,
and interest to become due on said Certificates on or prior to such redemption date or
maturity date thereof, as the case may be. At such time as any Certificates shall be
deemed paid as aforesaid, such Certificates shall no longer be secured by or entitled to
the benefits of the Indenture, except for the purpose of exchange and transfer and any
payment from such moneys or Defeasance Securities deposited in trust.

(c) Prior to any discharge of the Indenture pursuant to this Section or the
defeasance of any Certificates pursuant to this Section becoming effective, there shall
have been delivered to the Corporation and the Trustee (i) a report of an independent
firm of nationally recognized certified public accountants, and addressed to the Lessee,
the Corporation, and the Trustee, verifying the sufficiency of the escrow established to
pay such Certificates in full on the maturity or redemption date; (ii) an escrow
agreement; (iii) any forward purchase agreement to be used in the escrow; and (iv) an
opinion of Bond Counsel, addressed to the Corporation, and the Trustee, to the effect
that the Series Certificates are no longer Outstanding, all requirements of the Indenture
for such defeasance have been complied with and that such discharge or defeasance will
not constitute a violation by the Corporation of its tax covenant in Section 6.03 hereof.

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 Certificates shall be deemed Outstanding under the Indenture unless and until they are in
fact paid and retired or the above criteria are met.

(d) In the event that there is a defeasance of only part of the Certificates of
any maturity, the Trustee shall, if requested by the Corporation, institute a system to
preserve the identity of the individual Certificates or portions thereof so defeased,
regardless of changes in Certificate numbers attributable to transfers and exchanges of
Certificates.

Section 10.02. Further Assurances and Corrective Instruments. The Corporation and
the Trustee agree that so long as the Indenture is in full force and effect, the Corporation and the
Trustee shall have full power to carry out the acts and agreements provided herein and they will
from time to time, execute, acknowledge and deliver or cause to be executed, acknowledged and
delivered such supplements hereto and such further instruments as may reasonably be required for
correcting any inadequate or incorrect description of the Trust Estate, or for otherwise carrying out
the intention of or facilitating the performance of the Indenture.

Section 10.03. Financial Obligations of Corporation Limited to Trust Estate.

Notwithstanding any other provision hereof, all financial obligations of the Corporation under the
Indenture are limited to the Trust Estate.

Section 10.04. Evidence of Signature of Owners and Ownership of Certificates.

(a) Any request, consent or other instrument which the Indenture may require
or permit to be signed and executed by the Owners may be in one or more instruments of
similar tenor, and shall be signed or executed by such Owners in Person or by their
attorneys appointed in writing, proof of the execution of any such instrument or of an
instrument appointing any such attorney, or the ownership of Certificates shall be
sufficient (except as otherwise herein expressly provided) if made in the following
manner, but the Trustee may, nevertheless, in its discretion require further or other proof
in cases where it deems the same desirable:

(i) The fact and date of the execution by any Owner or his attorney of
such instrument may be proved by the certificate of any officer authorized to take
acknowledgments in the jurisdiction in which he purports to act that the Person
signing such request or other instrument acknowledged to him the execution
thereof, or by an affidavit of a witness of such execution, duly sworn to before a
notary public; and

(ii) The fact of the ownership by any Person of Certificates and the
amounts and numbers of such Certificates, and the date of the ownership of the
same, may be proved by the registration records of the Trustee.

(b) Any request or consent of the Owner of any Certificate shall bind all
transferees of such Certificate in respect of anything done or suffered to be done by the
Corporation or the Trustee in accordance therewith.

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 Section 10.05. Parties Interested Herein. Nothing in the Indenture expressed or implied
is intended or shall be construed to confer upon, or to give to, any Person other than the
Corporation, the Lessee, the Trustee, and the Owners of the Certificates, any right, remedy or
claim under or by reason of the Indenture or any covenant, condition or stipulation hereof; and all
the covenants, stipulations, promises and agreements in the Indenture contained by and on behalf
of the Corporation or the Trustee shall be for the sole and exclusive benefit of the Corporation, the
Lessee, the Trustee, and the Owners, and their respective successors and assigns.

Section 10.06. Corporation and Trustee Representatives. Whenever under the

provisions hereof the approval of the Corporation or the Trustee is required, or the Corporation or
the Trustee is required to take some action at the request of the other, unless otherwise provided,
such approval or such request shall be given for the Corporation by the Corporation
Representative and for the Trustee by the Trustee Representative, and the Corporation, the Trustee
and the Lessee shall be authorized to act on any such approval or request.

Section 10.07. Titles, Headings, Etc. The titles and headings of the articles, sections and
subdivisions of this Master Indenture have been inserted for convenience of reference only and
shall in no way modify or restrict any of the terms or provisions hereof.

Section 10.08. Manner of Giving Notices. All notices, certificates or other

communications hereunder shall be in writing and shall be deemed sufficiently given when mailed
by certified or registered mail, postage prepaid, addressed as follows: if to the Lessee, or the
Corporation as specified in each Lease; if to the Trustee, to UMB Bank, n.a., 1670 Broadway,
Denver, Colorado 80202. The entities listed above may, by written notice, designate any further
or different addresses to which subsequent notices, certificates or other communications shall be
sent.

Section 10.09. No Individual Liability. All covenants, stipulations, promises,

agreements and obligations of the Corporation or the Trustee, as the case may be, contained herein
shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the
Corporation or the Trustee, as the case may be, and not of any member, director, officer,
employee, servant or other agent of the Corporation or the Trustee in his or her individual
capacity, and no recourse shall be had on account of any such covenant, stipulation, promise,
agreement or obligation, or for any claim based thereon or hereunder, against any member,
director, officer, employee, servant or other agent of the Corporation or the Trustee or any natural
Person executing this Master Indenture or any related document or instrument.

Section 10.10. Events Occurring on Days that are not Business Days. If the date for
making any payment or the last day for performance of any act or the exercising of any right under
the Indenture is a day that is not a Business Day, such payment may be made, such act may be
performed or such right may be exercised on the next succeeding Business Day, with the same
force and effect as if done on the nominal date provided in the Indenture.

Section 10.11. Severability. In the event that any provision of the Indenture, other than
the obligation of the Corporation to deliver the Trust Estate to the Trustee, shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.

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 Section 10.12. Captions. The captions or headings herein are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of the
Indenture.

Section 10.13. Applicable Law. The laws of the State shall be applied in the
interpretation, execution and enforcement of the Indenture and exclusive venue for any litigation
concerning the Indenture shall lie only in the City and County of Denver, Colorado.

Section 10.14. Execution in Counterparts. This Master Indenture may be

simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

Section 10.15. Electronic Transactions. The parties hereto agree that the transactions
described herein may be conducted and related documents may be stored by electronic means.
Copies, telecopies, facsimiles, electronic files and other reproductions of original executed
documents shall be deemed to be authentic and valid counterparts of such original documents for
all purposes, including the filing of any claim, action or suit in the appropriate court of law.

[Signature Page to Master Trust Indenture Follows]

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4821-2933-9150.7
 IN WITNESS WHEREOF, the Corporation and the Trustee have executed this Master
Indenture as of the date first above written.

COLORADO DEVELOPMENT FINANCE

CORPORATION LLC, as Grantor
By: Capital Asset Finance Corporation,
A Colorado nonprofit corporation,
its sole member

By
President

UMB BANK, N.A., as Trustee

By
Authorized Signatory

[Signature Page to Master Trust Indenture]

4821-2933-9150.7
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 APPENDIX A

FORM OF PROJECT ACCOUNTS REQUISITION

20__X__# PROJECT ACCOUNT REQUISITION NO. _____

[TRUSTEE ADDRESS]

Re: Direction to Make Disbursements from 20__X__# Project Account Established in

Connection with Capital Asset Finance Corporation Certificates of Participation,
Series 20__X__#

As Trustee under that certain Master Trust Indenture dated as of ________ __, 2012 (the
“Master Indenture”), between Colorado Development Finance Corporation LLC (the
“Corporation”) and the Trustee, as supplemented by a supplemental indenture of trust between
the Corporation and the Trustee (the “Supplemental Indenture” and together with the Master
Indenture, the “Indenture”) you are hereby directed to pay the following from the Project
Account created in Section 3.03 of the Indenture to the person(s) described below (provide name
and address of the person, firm or corporation to whom payment is due or was made, together
with supporting invoices), the amount(s) set forth below (provide the amount(s) to be paid or for
which reimbursement is sought to or by each person), for the Costs of the Project (describe the
Costs of the Project for which payment is being made or for which reimbursement is sought) and
subject to the terms and conditions hereinafter described:

PERSONS AND AMOUNTS:

ITEMS WHICH ARE SUBJECT

OF PAYMENT:

The undersigned hereby certifies, in compliance with Section 3.03 of the Indenture
(i) that none of the items for which the payment or reimbursement is proposed to be made has
been the subject of any payment or reimbursement theretofore made from the 20_X_# Project
Account; (ii) that the item(s) for which payment or reimbursement is sought is or was reasonable
and necessary in connection with the acquisition of the Project, and in all cases is a proper charge
against the Project Account; (iii) that upon payment or reimbursement of the amount requested in
this Requisition, the amount remaining in the 20__X__# Project Account, together with other

4821-2933-9150.7
legally available moneys of the Corporation, if any, will be sufficient to pay the portion of the
Costs then unpaid; (iv) that all previously disbursed amounts from the 20__X__# Project
Account have been spent, or used for reimbursement of amounts spent, in accordance with the
related requisition thereto; and (v) that no Event of Default under the Indenture has occurred or is
continuing or will occur as a result of the payment on this Requisition.

The undersigned hereby certifies that the Lessee is authorized to execute and deliver this
requisition on behalf of the Corporation pursuant to the terms of the Lease Purchase Agreement
dated as of ________ __, 20__ and that the undersigned is authorized to execute and deliver this
requisition on behalf of the Lessee.

Dated this _____ day of __________________, ____.

______________________, as Lessee

By
Lessee Representative

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4821-2933-9150.7
FORM OF SUPPLEMENTAL INDENTURE
 Peck Shaffer draft of 12/9/2012

[This page intentionally left blank]

 FIRST SUPPLEMENTAL INDENTURE

between

COLORADO DEVELOPMENT FINANCE CORPORATION, LLC,

as Grantor

and

UMB BANK, N.A.,

as Trustee

Dated as of December 27, 2012

4827-4811-9056.5
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[This page intentionally left blank]

 TABLE OF CONTENTS

PAGE

ARTICLE I
CERTIFICATE DETAILS
Section 1.01. 2012A Certificate Details ................................................................................... 2
ARTICLE II
REDEMPTION OF CERTIFICATES
Section 2.01. Redemption of 2012A Certificates in Whole Upon an Event of
Nonappropriation and Nonrenewal or Event of Default under the Leases ......... 4
Section 2.02. Redemption of 2012A Certificates in Whole Upon Payment of Purchase
Option Price ........................................................................................................ 5
Section 2.03. Mandatory Sinking Fund Redemption ................................................................ 5
Section 2.04. Notice of Redemption ......................................................................................... 6
ARTICLE III
SEPARATE ACCOUNTS AND SUBACCOUNTS FOR EACH SERIES OF CERTIFICATES
Section 3.01. Creation of Separate Accounts and Subaccounts................................................ 6
ARTICLE IV
MISCELLANEOUS
Section 4.01. Titles, Headings, Etc ........................................................................................... 7
Section 4.02. Interpretation and Construction .......................................................................... 7
Section 4.03. Execution in Counterparts................................................................................... 7
Section 4.04. Electronic Transactions ....................................................................................... 7
APPENDIX A FORM OF SERIES 2012A CERTIFICATE............................................................ 1
APPENDIX B DESCRIPTION OF THE PROJECTS .................................................................... 1

4827-4811-9056.5
 Peck Shaffer draft of 12/9/2012

[This page intentionally left blank]

 THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is
dated as of December27, 2012, and is entered into by and between COLORADO
DEVELOPMENT FINANCE CORPORATION LLC, as grantor (the “Corporation”), and
UMB BANK, N.A., Denver, Colorado, a national banking association duly organized and validly
existing under the laws of the United States of America, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the Corporation and the Trustee have heretofore entered into an Indenture of
Trust, dated as of December 1, 2012 (the “Master Indenture” and, as supplemented by this First
Supplement, the “Indenture”), providing for the issuance of Certificates, as defined in the Master
Indenture ; and

WHEREAS, all capitalized and undefined terms used herein shall the same meanings
therein assigned to them in the Master Indenture and the 2012A Leases (defined herein); and

WHEREAS, the Corporation (a) is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Colorado (the “State”); (b) is duly
qualified to do business in the State; and (c) is authorized to own and manage property, to conduct
its affairs in the State, to lease the Leased Property to the Lessees, to grant the Trust Estate to the
Trustee, and to execute, deliver and perform its obligations under the Leases and this
Supplemental Indenture; and

WHEREAS, the Trustee (a) is a national banking association that is duly organized, validly
existing and in good standing under the laws of the United States of America; (b) is duly qualified
to do business in the State; and (c) is authorized, under its articles of association, action of its
board of directors and applicable law, to own and manage its properties, to conduct its affairs in
the State, to accept the grant of the Trust Estate (defined herein) from the Corporation hereunder
and to execute, deliver and perform its obligations under this Supplemental Indenture; and

WHEREAS, pursuant to the Indenture, all of the Corporation’s right, title and interest in
the Base Rentals received and to be received pursuant to certain leases and the Corporation’s
rights to receive certain other payments as provided herein and in such leases, and the
Corporation’s duties under the such leases, are hereby absolutely, presently and irrevocably
assigned by the Corporation to the Trustee; and

WHEREAS, the Certificates (collectively, the “Certificates”) issued pursuant to the Master
Indenture and any additional Supplemental Indentures shall be special, limited obligations payable
solely from the Trust Estate on the terms provided in the Indenture; and

WHEREAS, the execution, delivery and performance of this Supplemental Indenture by

the Corporation has been duly authorized by the Corporation and, upon the execution and delivery
of this Supplemental Indenture by the Corporation and the Trustee, this Supplemental Indenture
will be enforceable against the Corporation in accordance with its terms, limited only by
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’
rights generally, by equitable principles, whether considered at law or in equity, by the exercise by
the State of Colorado and its governmental bodies of the police power inherent in the sovereignty

4827-4811-9056.5
of the State of Colorado and by the exercise by the United States of America of the powers
delegated to it by the Constitution of the United States of America; and

WHEREAS, the execution and performance of this Supplemental Indenture by the Trustee
has been duly authorized by the Trustee and, upon the execution of this Supplemental Indenture
by the Corporation and the Trustee, this Supplemental Indenture will be enforceable against the
Trustee in accordance with its terms, limited only by bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors’ rights generally, by equitable principles,
whether considered at law or in equity, by the exercise by the State and its governmental bodies of
the police power inherent in the sovereignty of the State and by the exercise by the United States
of America of the powers delegated to it by the Constitution of the United States of America; and

WHEREAS, the Trustee has entered into this Supplemental Indenture for and on behalf of
the Owners, and will, except as otherwise specifically provided herein, hold its rights hereunder,
including its rights with respect to the Trust Estate, for the equal and proportionate benefit of the
Owners, and will disburse moneys received by it in accordance with the Master Indenture and this
Supplemental Indenture; and

WHEREAS, the Evans Fire Protection District (“Evans”) and the City and County of
Denver (“Denver”) have each entered into or assigned Lease Purchase Agreements (respectively,
the “Evans Lease” and the “Denver Lease” and collectively, the “2012A Leases”) with the
Corporation in anticipation of the Issuance of the 2012A Certificates in the aggregate principal
amount of $930,000 (the “2012A Certificates”); and

WHEREAS, the 2012 Leases are Leases for purposes of the Master Indenture; and

WHEREAS, the Master Indenture specifies that the terms of Certificates such as the
2012A Certificates be established by a Supplemental Indenture and this Supplemental Indenture is
authorized and satisfies the conditions established required for the issuance of Supplemental
Indentures by the Master Indenture.

GRANTING CLAUSE

In order to secure the payment of the 2012A Certificates, the Corporation hereby pledges,
assigns and grants to the Trustee with respect to the 2012A Certificates all of the liens, rights,
interests and privileges set forth in the Granting Clause of, and elsewhere in, the Master Indenture
and further pledges, assigns or grants to the Trustee with respect to the 2012A Certificates only,
all money and securities from time to time held by the Trustee under the Master Indenture in the
Project Account 2012A-1 and the Escrow Account held by the Trustee pursuant to the Escrow
Agreement dated as of December 18, 2012 by and between the Trustee, the Corporation and the
City and County of Denver (the “Denver Escrow Agreement”).

ARTICLE I

CERTIFICATE DETAILS

Section 1.01. 2012A Certificate Details. The 2012A Certificates designated as “CDFC
Lease Purchase Program Certificates of Participation, Series 2012A, evidencing the assignment of

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4827-4811-9056.5
undivided interests in the right to receive certain lease revenues payable by the Lessees under
certain Lease Purchase Agreements” (the “2012A Certificates”) shall be issued in the aggregate
principal amount of $930,000. The 2012A Certificates shall be dated December 27, 2012, shall
mature on the dates and in the amounts set forth below and shall bear interest from their Date of
Issuance to maturity at the rates per annum shown below, payable on each Interest Payment Date;
except that 2012A Certificates which are reissued upon transfer, exchange or other replacement
shall bear interest at the rates per annum shown below from the most recent Interest Payment Date
to which interest has been paid or duly provided for, or if no interest has been paid, from the
original dated date of the 2012A Certificates:

Dates Maturing Interest Rate

(July 15) Amounts Maturing (Per Annum)

2013 $140,000 1.150%

2014 135,000 1.650
2015 135,000 2.250
2016 65,000 2.500
2017 70,000 2.750
2018 70,000 3.000
2020 150,000 3.500
2022 165,000 4.000

The 2012A shall be issued in Authorized Denominations of $5,000 and any integral
multiple thereof.

The 2012A Certificates shall be in substantially the form set forth in Appendix A hereto,
with such changes thereto, not inconsistent herewith, as may be necessary or desirable and
approved by the official of the Trustee executing the same (whose manual or facsimile signature
thereon shall constitute conclusive evidence of such approval). All covenants, statements,
representations and agreements contained in the 2012A Certificates are hereby approved and
adopted as the covenants, statements, representations and agreements of the Trustee. Appendix A
is an integral part of this Master Indenture and is incorporated herein as if set forth in full in the
body of this Master Indenture.

Notwithstanding any other provision hereof, the 2012A Certificates shall be delivered only
in book-entry form registered in the name of Cede & Co., as nominee of The Depository Trust
Company (“DTC”), New York, New York, acting as securities depository of the 2012A
Certificates and principal of, premium, if any, and interest on the 2012A Certificates shall be paid
by wire transfer to DTC; provided, however, if at any time the Trustee determines, and notifies the
Corporation of its determination, that DTC is no longer able to act as, or is no longer satisfactorily
performing its duties as, securities depository for the 2012A Certificates, the Trustee may, at its
discretion, either (i) designate a substitute securities depository for DTC and reregister the 2012A
Certificates as directed by such substitute securities depository or (ii) terminate the book-entry
registration system and reregister the 2012A Certificates in the names of the beneficial owners
thereof provided to it by DTC. Neither the Corporation nor the Trustee shall have any liability to
DTC, Cede & Co., any substitute securities depository, any Person in whose name the 2012A
Certificates are reregistered at the direction of any substitute securities depository, any beneficial

3
4827-4811-9056.5
owner of the 2012A Certificates or any other Person for (A) any determination made by the
Trustee pursuant to the proviso at the end of the immediately preceding sentence or (B) any action
taken to implement such determination and the procedures related thereto that is taken pursuant to
any direction of or in reliance on any information provided by DTC, Cede & Co., any substitute
securities depository or any Person in whose name the 2012A Certificates are reregistered.

ARTICLE II

REDEMPTION OF CERTIFICATES

Section 2.01. Redemption of 2012A Certificates in Whole Upon an Event of

Nonappropriation and Nonrenewal or Event of Default under the Leases.

(a) Subject to the terms of a Program Redemption and the Extraordinary

Mandatory Series Redemption pursuant to Section 4.06 of the Master Indenture, the
Proportional 2012A Certificates shall be called for redemption in whole, at a redemption
price determined pursuant to subsection (b) of this Section, on any date, in the event of the
occurrence of an Event of Nonappropriation and Nonrenewal under any Lease or the
occurrence and continuation of an Event of Default under any Lease.

(b) The redemption price for any redemption pursuant to this Section shall be
the lesser of (i) the principal amount of the Proportional 2012A Certificates, plus accrued
interest to the redemption date (without any premium); or (ii) the sum of (A) the amount, if
any, received by the Trustee or the Corporation from the exercise of remedies under the
Leases with respect to the Event of Nonappropriation and Nonrenewal or the occurrence
and continuation of the Event of Default that gave rise to such redemption; and (B) the
other amounts available in the Trust Estate including, but not limited to, amounts in the
Reserve Fund, for payment of the redemption price of the Proportional 2021A Certificates,
which amounts shall be allocated among the Proportional 2012A Certificates pro rate to
the principal amount of each Proportional 2012A Certificate. Notwithstanding any other
provision hereof, the payment of the redemption price of any Proportional 2012A
Certificate pursuant to this Section shall be deemed to be the payment in full of such
Proportional 2012A Certificate and no Owner of any Proportional 2012A Certificate
redeemed pursuant to this Section shall have any right to any payment from the
Corporation, the Trustee or the Lessees in excess of such redemption price.

(c) In addition to any other notice required to be given under this Article or any
other provision hereof, the Trustee shall, immediately upon the occurrence of an Event of
Nonappropriation and Nonrenewal or an Event of Default under the Leases, notify the
Owners (i) that such event has occurred and (ii) whether or not the funds then available to
it for such purpose are sufficient to pay the redemption price set forth in clause (i) of
subsection (b) of this Section. If the funds then available to the Trustee are sufficient to
pay the redemption price set forth in clause (i) of subsection (b) of this Section, such
redemption price shall be paid as soon as possible. If the funds then available to the
Trustee are not sufficient to pay the redemption price set forth in clause (i) of subsection
(b) of this Section, the Corporation and the Trustee shall (A) immediately pay the portion
of the redemption price that can be paid from the funds available, net of any funds which,

4
4827-4811-9056.5
 in the judgment of the Trustee, should be set aside to pursue remedies under the Leases and
this Master Indenture and (B) subject to the provisions of Article VII hereof, immediately
begin to exercise and shall diligently pursue all remedies available to them under the
Leases in connection with such Event of Nonappropriation and Nonrenewal or Event of
Default and under the Master Indenture. The remainder of the redemption price, if any,
shall be paid to the Owners if and when funds become available to the Trustee from the
exercise of such remedies.

Section 2.02. Redemption of 2012A Certificates in Whole Upon Payment of Purchase

Option Price. Except as set forth in Section 2.01 and Section 2.03, the 2012A Certificates shall
not be called for redemption prior to their maturity.

Section 2.03. Mandatory Sinking Fund Redemption. The 2012A Certificates are
subject to mandatory sinking fund redemption by lot on July 15 of the years and in the principal
amounts specified below, at a redemption price equal to the principal amount thereof (with no
redemption premium), plus accrued interest to the redemption date.

Amounts Subject
to Mandatory
Dates Maturing Sinking Fund
(July 15) Redemption Interest Rate

2019 $75,000 3.500%

2020* 75,000 3.500

2021 80,000 4.000

2022* 85,000 4.000
*
Final maturity

The principal amount of 2012A Certificates to be redeemed on any date pursuant to this
Section shall be reduced by the principal amount of any 2012A Certificates of the same maturities
that have, on or before the forty-fifth day next preceding the sinking fund redemption date, been
delivered to the Trustee for cancellation and have not previously been applied as a credit against
any sinking fund obligation.

Section 2.04. Notice of Redemption.

(a) Notice of the call for any redemption, identifying the 2012A Certificates or
portions thereof to be redeemed and specifying the terms of such redemption, shall be
given by the Trustee by mailing a copy of the redemption notice by United States certified
or registered first-class mail, at least 30 days and not more than 60 days prior to the date
fixed for redemption, and to the Owner of each Certificate to be redeemed at the address
shown on the registration books; provided, however, that failure to give such notice by
mailing, or any defect therein, shall not affect the validity of any proceedings of any
Certificates as to which no such failure has occurred.

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4827-4811-9056.5
 (b) Any notice mailed as provided in this Section shall be conclusively
presumed to have been duly given, whether or not the Owner receives the notice.

(c) If at the time of mailing of notice of redemption there shall not have been
deposited with the Trustee moneys sufficient to redeem all the Certificates called for
redemption, which moneys are or will be available for redemption of Certificates, such
notice will state that it is conditional upon the deposit of the redemption moneys with the
Trustee not later than the opening of business on the redemption date, and such notice shall
be of no effect unless such moneys are so deposited.

(d) In the event of a Program Redemption or Extraordinary Mandatory Series

redemption of 2012A Certificates pursuant to Section 4.06 of the Master Indenture, the
Trustee shall use the notice procedures required by this Section 2.04.

ARTICLE III

SEPARATE ACCOUNTS AND SUBACCOUNTS FOR EACH SERIES OF

CERTIFICATES

Section 3.01. Creation of Separate Accounts and Subaccounts. The Trustee shall
create the separate accounts and subaccounts in the funds and accounts described below in order to
account for the Lease Revenues paid with respect to the Series 2012A Certificates, the proceeds of
the Series 2012A Certificates and earnings from the investment of moneys in each such account
and subaccount. The name of each such account and subaccount shall include the Series 2012A
designation. The following are the separate accounts and subaccounts to be created:

(a) a separate Project Account for each such 2012A Lease (the Project Account
relating to the Denver Lease shall be held pursuant to the terms of the Denver Escrow
Agreement, which shall control to the extent they are in conflict with the terms of the
Indenture); and

(b) separate accounts of the Rebate Fund for each 2012A Lease.

In addition to the foregoing accounts, the Trustee shall maintain records of all deposits
from each 2012A Lease Base Rental payments into the Interest Account and the Principal Account
established pursuant to the Master Indenture and for any Additional Rental payments made
pursuant to each 2012A Lease.

ARTICLE IV

MISCELLANEOUS

Section 4.01. Titles, Headings, Etc. The titles and headings of the articles, sections and
subdivisions of this Supplemental Indenture have been inserted for convenience of reference only
and shall in no way modify or restrict any of the terms or provisions hereof.

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4827-4811-9056.5
 Section 4.02. Interpretation and Construction. This Supplemental Indenture and all
terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein
to sustain the validity of this Supplemental Indenture.

Section 4.03. Execution in Counterparts. This Supplemental Indenture may be

simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

Section 4.04. Electronic Transactions. The parties to this Supplemental Indenture agree
that the transactions described herein may be conducted and related documents may be stored by
electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of
original executed documents shall be deemed to be authentic and valid counterparts of such
original documents for all purposes, including the filing of any claim, action, or suit in the
appropriate court of law.

[Signature Page to First Supplemental Indenture Follows]

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4827-4811-9056.5
 IN WITNESS WHEREOF, the Corporation and the Trustee have executed this
Supplemental Indenture as of the date first above written.

COLORADO DEVELOPMENT FINANCE

CORPORATION LLC, as Grantor
By: Capital Asset Finance Corporation, A
Colorado nonprofit corporation, its sole member

By
Executive Director

UMB BANK, N.A., as Trustee

By
Authorized Signatory

[Signature Page to First Supplemental Indenture]

4827-4811-9056.5
 APPENDIX A

FORM OF SERIES 2012A CERTIFICATE

CDFC LEASE PURCHASE PROGRAM

CERTIFICATE OF PARTICIPATION
SERIES 2012A

Evidencing the assignment of undivided interests in the right to receive certain lease
revenues payable by the Lessees under certain Lease Purchase Agreements
No. ___ $_________

Interest Rate: Maturity Date: Original Issue Date: CUSIP:

______% July 15, 20__ December 27, 2012 19645C ___

REGISTERED OWNER: CEDE & CO. (Tax Identification Number: 13-2555119)

PRINCIPAL SUM:

THIS CERTIFIES THAT THE REGISTERED OWNER (named above), or registered

assigns, has a proportionate undivided interest in rights to receive certain revenues, as described
below, pursuant to annually renewable Lease Purchase Agreements (which Agreements as from
time to time amended is referred to herein as the “Leases”), executed by the Evans Fire
Protection District and the City and County of Denver , as lessees (the “Lessees”), which have
been executed with, or assigned to, the Colorado Development Finance Corporation LLC a
Colorado limited liability company, as lessor (the “Corporation”) thereunder. The interest of the
Registered Owner of this Certificate of Participation, Series 2012A (this “Certificate”) is secured
as provided in the Leases and in the Master Trust Indenture dated as of December 1, 2012 (which
Indenture as from time to time supplemented and as particularly supplemented by the First
Supplemental Indenture dated December 27, 2012, is herein referred to as the “Indenture”),
between the Corporation and UMB Bank, n.a., as trustee, or its successor (the “Trustee”) for the
Registered Owners of the Certificates (the “Certificate Owners”), whereby the rights (with
certain exceptions) of the Corporation under the Leases have been assigned by the Corporation to
the Trustee for the benefit of the Certificate Owners. Under the Indenture, the Corporation has
also granted to the Trustee, for the benefit of the Certificate Owners, a security interest in the
Leased Property (as defined in the Leases). Pursuant to the Leases and the Indenture, the
Registered Owner hereof is entitled to receive, solely out of and to the extent available from the
sources hereinafter identified, on the Maturity Date (stated above) (or earlier as hereinafter
provided), the Principal Sum (stated above), and interest thereon as described in the Indenture at
the Interest Rate (stated above) and payable semiannually on July 15 and January 15 of each
year, commencing July 15, 2013. Principal of this Certificate is payable in lawful money of the
United States of America upon presentation and surrender of this Certificate at the principal
corporate trust office of the Trustee; and interest on this Certificate is payable to the Registered
Owner hereof by check or draft of the Trustee to be mailed to such Registered Owner, on or
before each Interest Payment Date, which Interest Payment Date is the first day of the month
(whether or not a Business Day) immediately preceding the month in which the Interest Payment

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Date occurs, at the address of such Registered Owner as it last appears in the registration books
kept by the Trustee; provided, however, the Trustee may make payments of interest on this
Certificate by such alternate means as may be mutually agreed upon by the Registered Owner
hereof and the Trustee, with any cost or expense to be paid by the Registered Owner.

This Certificate is one of a series of Certificates of Participation, Series 2012A

evidencing assignments of proportionate undivided interests in rights to receive certain revenues,
as described below, pursuant to the Leases and the Indenture, executed and delivered in an
aggregate principal amount of $930,000 pursuant to the Indenture for the purposes described in
the Leases. The Leased Property has been leased by the Corporation to the Lessee pursuant to
the Leases. Under the Leases, the Lessee has agreed to pay directly to the Trustee annual rental
payments (the “Base Rentals”) in consideration for its right to use the Leased Property, the
proceeds of which are required by the Indenture to be distributed by the Trustee to the payment
of the principal of and interest on the Certificates. In addition to the Base Rentals, the Lessee has
agreed, subject to annual appropriation, to make certain other payments (the “Additional
Rentals”) sufficient to pay the fees and expenses of the Trustee, certain insurance premiums,
taxes, utility charges, costs of maintenance and repair and other expenses expressly required to
be paid by the Lessees under the Leases.

The Leases are subject to annual renewal at the option of the Lessees. The obligation of
each Lessee to pay Base Rentals and Additional Rentals under the Leases will terminate in the
event that the Lessee, for any reason, fails to budget and appropriate, specifically with respect to
its Lease, moneys to pay all Base Rentals and reasonably estimated Additional Rentals during
the next occurring renewal term of the Lease and fails to renew the Lease. In the event that the
Lease Term (as defined in each Lease) is terminated by a Lessee as set forth above (herein
referred to as an “Event of Nonappropriation and Nonrenewal”) or is terminated by reason of an
Event of Default (as defined in each Lease), the principal amount of this Certificate allocable to
such Lease and interest thereon will be payable from such moneys, if any, as may be available
for such purpose, including any moneys received by the Trustee from the leasing of or a
liquidation of the Leased Property under that Lease. Under certain circumstances, this
Certificate and the interest thereon may also be payable from the Net Proceeds (as defined in the
Lease). The Lease Term may also be terminated in the event that the Lessee shall exercise its
option to purchase the Leased Property by making payment of the Purchase Option Price (as
defined in the Lease). In the event that the Lessee shall pay the Purchase Option Price, the
proceeds thereof are required to be used to pay the principal of and interest on the Certificates
allocable to such Lease.

Reference is hereby made to the Leases and the Indenture for a description of the rights,
duties and obligations of the Lessees, the Corporation, the Trustee and the Certificate Owners,
the terms upon which the Certificates are secured, the terms and conditions upon which the
Certificates will be deemed to be paid at or prior to maturity or redemption of the Certificates
upon the making of provision for the full or partial payment thereof, and the rights of the
Certificate Owners upon the occurrence of an Event of Default or an Event of Nonappropriation
and Nonrenewal.

NO PROVISION OF THE CERTIFICATES, THE INDENTURE OR THE LEASES,

SHALL BE CONSTRUED OR INTERPRETED (A) TO DIRECTLY OR INDIRECTLY

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4827-4811-9056.5
OBLIGATE ANY LESSEE TO MAKE ANY PAYMENT IN ANY FISCAL YEAR (DEFINED
HEREIN) IN EXCESS OF AMOUNTS APPROPRIATED FOR SUCH FISCAL YEAR OR
FOR ANY FISCAL YEAR FOR WHICH THE LESSEE HAS NOT RENEWED ITS LEASE;
(B) AS CREATING A DEBT OR MULTIPLE FISCAL YEAR DIRECT OR INDIRECT DEBT
OR OTHER FINANCIAL OBLIGATION WHATSOEVER OF THE LESSEES WITHIN THE
MEANING OF ARTICLE XI, SECTION 6 OR ARTICLE X, SECTION 20 OF THE
COLORADO CONSTITUTION, OR ANY OTHER CONSTITUTIONAL OR STATUTORY
LIMITATION OR PROVISION; (C) AS A DELEGATION OF GOVERNMENTAL POWERS
BY THE LESSEES; (D) AS A LOAN OR PLEDGE OF THE CREDIT OR FAITH OF THE
LESSEE OR AS CREATING ANY RESPONSIBILITY BY THE LESSEE FOR ANY DEBT
OR LIABILITY OF ANY PERSON, COMPANY OR CORPORATION WITHIN THE
MEANING OF ARTICLE XI, SECTION 1 OF THE COLORADO CONSTITUTION; OR (E)
AS A DONATION OR GRANT BY THE LESSEES TO, OR IN AID OF, ANY PERSON,
COMPANY OR CORPORATION WITHIN THE MEANING OF ARTICLE XI, SECTION 2
OF THE COLORADO CONSTITUTION. NEITHER THE LEASES, THE INDENTURE NOR
THE CERTIFICATES HAVE DIRECTLY OR INDIRECTLY OBLIGATED THE LESSEES
TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED FOR ANY FISCAL
YEAR IN WHICH THE LEASES SHALL BE IN EFFECT. EXCEPT TO THE EXTENT
PAYABLE FROM THE PROCEEDS OF THE SALE OF THE CERTIFICATES AND
INCOME FROM THE INVESTMENT THEREOF, FROM NET PROCEEDS OR FROM THE
PROCEEDS OF THE LEASING OF OR A LIQUIDATION OF THE LEASED PROPERTY
OR FROM OTHER AMOUNTS MADE AVAILABLE UNDER THE INDENTURE, THE
CERTIFICATES WILL BE PAYABLE DURING THE LEASE TERM SOLELY FROM BASE
RENTALS TO BE PAID BY THE LESSEES UNDER THE LEASES. ALL PAYMENT
OBLIGATIONS OF THE LESSEES UNDER THE LEASES, INCLUDING, WITHOUT
LIMITATION, THE OBLIGATION OF THE LESSEES TO PAY BASE RENTALS, ARE
FROM YEAR TO YEAR ONLY AND DO NOT CONSTITUTE A MANDATORY
PAYMENT OBLIGATION OF THE LESSEES IN ANY FISCAL YEAR BEYOND A FISCAL
YEAR IN WHICH THE LEASES SHALL BE IN EFFECT. THE LEASES ARE SUBJECT TO
ANNUAL RENEWAL AT THE OPTION OF THE LESSEES AND WILL BE TERMINATED
UPON THE OCCURRENCE OF AN EVENT OF NONAPPROPRIATION AND
NONRENEWAL OR AN EVENT OF DEFAULT. IN SUCH EVENT, ALL PAYMENTS
FROM THE LESSEES UNDER THE LEASES WILL TERMINATE, AND THE
CERTIFICATES AND THE INTEREST THEREON WILL BE PAYABLE FROM CERTAIN
MONEYS, IF ANY, HELD BY THE TRUSTEE UNDER THE INDENTURE, AND ANY
MONEYS MADE AVAILABLE BY ACTION OF THE TRUSTEE REGARDING THE
LEASED PROPERTY. THE CORPORATION HAS NO OBLIGATION TO MAKE ANY
PAYMENTS ON THE CERTIFICATES. NEITHER THE CERTIFICATES, THE LEASE
NOR THE INDENTURE SHALL GIVE RISE TO A PECUNIARY LIABILITY OF THE
CORPORATION.

The Certificates are executed and delivered solely as fully registered Certificates in
denominations of $5,000 and any integral multiple thereof.

This Certificate is transferable by the Registered Owner hereof in person or by his or her
attorney duly authorized in writing on the registration books kept at the principal corporate trust
office of the Trustee upon surrender of this Certificate together with a duly executed written

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4827-4811-9056.5
instrument of transfer satisfactory to the Trustee. Upon such transfer, a new fully registered
Certificate or Certificates and of the same maturity, of authorized denomination or
denominations, for the same aggregate principal amount, will be executed and delivered to the
transferee in exchange herefor, all upon payment of the charges and subject to the terms and
conditions set forth in the Indenture. The Trustee may deem and treat the person in whose name
this Certificate is registered as the absolute owner hereof, whether or not this Certificate shall be
overdue, for the purpose of receiving payment and for all other purposes, and neither the Lessee
nor the Trustee shall be affected by any notice to the contrary.

Subject to Program Redemption or Mandatory Extraordinary Series Redemption pursuant

to Section 4.06 of the Master Indenture, the 2012A Certificates shall be called for redemption in
whole, at a redemption price determined as described in the Indenture.

The 2012A Certificates shall not be called for redemption prior to their maturity dates.

The 2012A Certificates are subject to mandatory sinking fund redemption as set forth in
the Indenture.

The Trustee may waive an Event of Nonappropriation and Nonrenewal or an Event of

Default under certain circumstances as provided in the Lease and the Indenture.

The Indenture permits amendments thereto and to the Lease, upon the agreement of the
Lessee and the Trustee and compliance with the other requirements of the Indenture, including
but not limited to, in certain cases the registered owners of not less than a majority, or, for certain
amendments, 100% in aggregate principal amount of the Certificates at the time outstanding.
The Indenture also contains provisions permitting amendments to the Indenture and the Lease
without the consent of the Registered Owners of the Certificates for certain purposes. The
Indenture requires the written consent of the Trustee to any amendment of the Indenture or the
Lease which modifies the rights, duties or immunities of the Trustee.

THE INDENTURE CONSTITUTES THE CONTRACT BETWEEN THE

REGISTERED OWNER OF THIS CERTIFICATE AND THE TRUSTEE. THIS
CERTIFICATE IS ONLY EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT
IN ALL RESPECTS TO THE TERMS OF THE INDENTURE, WHICH SUPERSEDES ANY
INCONSISTENT STATEMENT IN THIS CERTIFICATE.

Any consent or request by the Registered Owner of this Certificate shall be conclusive
and binding upon such owner and upon all future registered owners of this Certificate and of any
Certificate issued upon the transfer of this Certificate whether or not notation of such consent or
request is made upon this Certificate.

This Certificate is issued with the intent that the laws of the State of Colorado shall
govern its legality, validity, enforceability and construction.

This Certificate shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Lease, until executed on behalf of the Trustee.

A-4
4827-4811-9056.5
 IN WITNESS WHEREOF, this Certificate has been executed with the manual signature
of an authorized signatory of the Trustee, all as of the date set forth below.

UMB BANK, N.A., as Trustee

By
Authorized Signatory

Execution Date:

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4827-4811-9056.5
 ASSIGNMENT

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

(Please print or type name and address of Transferee)

(Tax Identification or Social Security No. _______________)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
________________________ attorney to transfer the within Certificate on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:

Signature Guaranteed:
NOTICE: The signature to this Assignment
must correspond with the name as it appears
NOTICE: Signature(s) must be guaranteed by a upon the face of the within Certificate in
member firm of the New York Stock Exchange every particular without alteration or
or a commercial bank or trust company. enlargement or any change whatever.

TRANSFER FEE MAY BE REQUIRED

[End of Form of Certificate]

A-6
4827-4811-9056.5
 APPENDIX B

DESCRIPTION OF THE PROJECTS

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4827-4811-9056.5
 Peck Shaffer draft of 12/9/2012

[This page intentionally left blank]

 APPENDIX B

FORM OF CONTINUING DISCLOSURE AGREEMENT

THIS CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”) is executed

by and between Colorado Development Finance Corporation LLC (the “Corporation”) and UMB Bank,
n.a., Denver, Colorado (the “Trustee”) in connection with the transaction described below.

THE LEASE PROGRAM

A lease purchase program known as the “Colorado Development Finance Corporation (CDFC)
Lease Purchase Program” (the “Program”) has been established for the benefit of the State of Colorado
and its political subdivisions. The Corporation is the Program Administrator of the Program and the
Trustee is the trustee under the Master Indenture (as defined below) under which certificates of
participation (“Certificates”) are to be executed and delivered from time to time to fund the transactions in
the Program. To fund projects for the various governmental entities participating in the Program (the
“Program Participants”), the Corporation, as lessor, will enter into lease purchase agreements (the
“Leases”) with such governmental entities or Program Participants, as lessees.

THE PROGRAM DOCUMENTS

A Master Trust Indenture dated as of December 1, 2012 (the “Master Indenture”), has been
entered into by and between the Corporation and the Trustee under which Certificates will be executed
and delivered from time to time to fund the projects financed pursuant to the Leases. The Master
Indenture will be supplemented and amended from time to time by specific Supplemental Trust
Indentures under which a particular series of Certificates will be executed and delivered. Each particular
series of Certificates will evidence undivided interests in the right to receive Lease Revenues under
certain Leases between the Corporation, as lessor, and identified lessees.

THE SERIES 2012A CERTIFICATES

This Disclosure Agreement is executed and delivered in connection with the execution and
delivery of the CDFC Lease Purchase Program Certificates of Participation, Series 2012A, in the
aggregate principal amount of $930,000 and dated their date of execution and delivery (the “Series 2012A
Certificates”), pursuant to the Master Indenture as supplemented and amended by a 2012A Supplemental
Trust Indenture dated the date of delivery of the Series 2012A Certificates (collectively, the “Indenture”).
The Series 2012A Certificates evidence undivided interests in the right to receive Lease Revenues under
certain Lease Purchase Agreements (the “2012A Leases”) between the Corporation, as lessor, and the
2012A Lessees, as lessees. The 2012A Lessees are set forth in the Official Statement as defined below.

DISCLOSURE AGREEMENT

In consideration of the purchase of the Series 2012A Certificates by the Participating

Underwriters (defined below), the Corporation, as the Program Administrator and the lessor under each
2012A Lease, and the Trustee hereby covenant, agree and undertake as follows:

Section 1. Definitions. The definitions set forth in the Indenture shall apply to any
capitalized term used in this Disclosure Agreement unless otherwise defined herein. In addition to such
terms and the terms defined above, as used in this Disclosure Agreement, the following capitalized terms
shall have the following meanings:

B-1
 “Annual Financial Information” means the financial information or operating data with respect to
the Program, including the 2012A Leases, delivered at least annually pursuant to Section 2 hereof,
substantially similar to the type set forth in the Official Statement and as further described in Schedule 1
hereto. Annual Financial Information shall include the Annual Financial Statements of the 2012A
Lessees.

“Annual Financial Statements” means the annual audited financial statements for the Obligated
Persons required to be provided to the Corporation and the Trustee pursuant to each of the Leases,
including the 2012A Leases.

“Dissemination Agent” means the dissemination agent or any successor dissemination agent that
has been designated in writing by the Corporation.

“EMMA” means the MSRB’s Electronic Municipal Market Access System, with a portal at
http://emma.msrb.org.

“Events” means any of the events listed in Section 3(a) of this Disclosure Agreement.

“MSRB” means the Municipal Securities Rulemaking Board. As of the date hereof, the MSRB’s
required method of filing is electronically via EMMA. The current address of the MSRB is 1900 Duke
Street, Suite 600, Alexandria, Virginia 22314; telephone (703) 797-6600; fax (703) 797-6700.

“Obligated Persons” means all Program Participants with outstanding Leases.

“Official Statement” means the final Official Statement dated December 18, 2012, together with
any supplements thereto prior to the date on which the Series 2012A Certificates are initially executed
and delivered.

“Owner(s)” means the registered owner(s) of the Series 2012A Certificates, and so long as the
Series 2012A Certificates are subject to the book-entry system, any person who, through any contract,
arrangement or otherwise, has or shares investment power with respect to the Series 2012A Certificates,
which includes the power to dispose or direct the disposition of the Series 2012A Certificates.

“Participating Underwriters” has the meaning given thereto under the Rule, including Stifel
Nicolaus, Denver, Colorado, or any successors to such Participating Underwriters known to the
Corporation.

“Program” means Colorado Development Finance Corporation (CDFC) Lease Purchase Finance
Program.

Section 2. Provision of Annual Financial Information.

(a) Commencing with the Fiscal Year ended December 31, 2012, and annually thereafter
while the Series 2012A Certificates remain outstanding, the Corporation shall provide or cause to be
provided to EMMA, in an electronic format as prescribed by the MSRB, the Annual Financial
Information.

(b) The Annual Financial Information shall be provided to EMMA not later than 240 days
after the end of each calendar year. If not provided as a part of the Annual Financial Information, the
Annual Financial Statements shall be provided to EMMA when available, but in no event later than 240
days after the end of the Fiscal Year of the respective Program Participants.

(c) The Annual Financial Information and Annual Financial Statements may be provided by
the Corporation by specific cross reference to other documents that have been submitted to EMMA or
filed with the SEC. If the document so referenced is a final official statement within the meaning of the

B-2
Rule, such final official statement must also be available from the MSRB. The Corporation shall clearly
identify each such other document provided by cross reference.

(d) Neither the Corporation nor the Trustee takes any responsibility for the accuracy or
completeness of Annual Financial Information provided by any Obligated Persons to the Corporation or
the Trustee.

Section 3. Reporting of Events.

(a) At any time the Series 2012A Certificates are outstanding, in a timely manner not in
excess of ten (10) business days after the occurrence of an Event, the Corporation shall provide or cause
to be provided to EMMA notice of any of the following Events with respect to the Series 2012A
Certificates:

(i) principal and interest payment delinquencies;

(ii) non-payment related defaults, if material;

(iii) unscheduled draws on the Program Reserve Fund created under the Indenture or
any surety bond relating thereto reflecting financial difficulties;

(iv) unscheduled draws on any credit enhancement relating to the Series 2012A
Certificates reflecting financial difficulties;

(v) substitution of credit or liquidity providers, or their failure to perform;

(vi) adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 –
TEB) or other material notices of determinations with respect to the tax status of
the Series 2012A Certificates, or other material events affecting the tax-exempt
status of the Series 2012A Certificates;

(vii) modifications to rights of the Owners, if material;

(viii) redemption of any Series 2012A Certificates, if material, and tender offers
(except for mandatory scheduled redemptions not otherwise contingent upon the
occurrence of an event);

(ix) defeasance of the Series 2012A Certificates or any portion thereof;

(x) release, substitution or sale of property securing repayment of the Series 2012A
Certificates, if material;

(xi) rating changes;

(xii) bankruptcy, insolvency, receivership or similar event of an obligated person1;

1
For purposes of Section 3(a)(xii) above, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or
federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated
person, or if such jurisdiction has been assumed by leaving the existing governing body and official or officers in possession but subject to the
supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or
liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.

B-3
 (xiii) consummation of a merger, consolidation, or acquisition involving an obligated
person or the sale of all or substantially all of the assets of the obligated person,
other than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material; and

(xiv) appointment of a successor or additional trustee or the change of name of a

trustee, if material.

The SEC requires the listing of (i) through (xiv) above although some of such Events may not be
applicable to the Series 2012A Certificates.

(b) Whenever the Trustee obtains actual knowledge of the occurrence of an Event, the
Trustee shall contact the Corporation as soon as possible to request that the Corporation determine if such
Event would require filing with EMMA pursuant to Section 3(a) above. For the purpose of this
Disclosure Agreement, “actual knowledge” by the Trustee of the occurrence of such Events shall mean
actual knowledge by the officer at the office(s) of the Trustee with regular responsibility for the
administration of matters related to the Indenture.

(c) Whenever the Corporation obtains knowledge of the occurrence of an Event, including
notice from the Trustee pursuant paragraph (b) of this Section, the Corporation shall as soon as possible
determine if such Event would require filing with EMMA pursuant to Section 3(a) above.

(d) If the Corporation determines that the occurrence of the Event should be filed with
EMMA, the Corporation shall file or cause to be filed, in an electronic format as prescribed by the
MSRB, a notice of such occurrence with EMMA within the time period prescribed in Section 3(a) above.

(e) The Corporation shall provide or cause to be provided, in a timely manner, to EMMA
notice of any failure of the Corporation to timely provide the Annual Financial Information and Annual
Financial Statements as specified in Section 2 hereof.

Section 4. Term. This Disclosure Agreement shall be in effect from and after the initial
execution and delivery of the Series 2012A Certificates and shall extend to the earlier of (a) the date all
principal and interest on the Series 2012A Certificates shall have been deemed paid pursuant to the terms
of the Indenture; and (b) the date on which those portions of the Rule that require this Disclosure
Agreement are determined to be invalid by a court of competent jurisdiction in a non-appealable action
have been repealed retroactively or otherwise do not apply to the Series 2012A Certificates, which
determination shall be evidenced by an opinion of nationally recognized municipal bond counsel selected
by the Corporation. The Corporation shall file a notice of any termination of this Disclosure Agreement
with EMMA.

Section 5. Use of a Dissemination Agent. The Corporation may, from time to time,
appoint or engage a dissemination agent to assist the Corporation in carrying out its obligations under
Sections 2 and 3 of this Disclosure Agreement, and may discharge such dissemination agent with or
without appointing a successor dissemination agent.

Section 6. Amendment; Waiver. Notwithstanding any other provision of this Disclosure

Agreement, the Corporation may amend this Disclosure Agreement, and any provision of this Disclosure
Agreement may be waived, if such amendment or waiver is otherwise consistent with the Rule. Written
notice of any such amendment or waiver shall be provided by the Corporation to EMMA, and the Annual
Financial Information shall explain the reasons for the amendment and the impact of any change in the

B-4
type of information being provided. The Corporation shall provide notice of any such amendment or
waiver to EMMA.

Section 7. Additional Information. Nothing in this Disclosure Agreement shall be deemed

to prevent the Corporation from disseminating any other information, using the means of dissemination
set forth in this Disclosure Agreement or any other means of communication or including any other
annual information or notice of occurrence of an event which is not an Event, in addition to that which is
required by this Disclosure Agreement; provided, however, that the Corporation shall not be required to
do so. If the Corporation chooses to include any annual information or notice of occurrence of an event in
addition to that which is specifically required by this Disclosure Agreement, the Corporation shall have
no obligation under this Disclosure Agreement to update such information or include it in any future
annual filing or notice of occurrence of an Event.

Section 8. Default and Enforcement. If the Corporation or the Trustee fails to comply
with any provision of this Disclosure Agreement, any Owner may take action to seek specific
performance by court order to compel such party to comply with its obligations under this Disclosure
Agreement; provided, however, that any Owner seeking to require compliance with this Disclosure
Agreement shall first provide to the Corporation at least 30 days’ prior written notice of the Corporation’s
failure, giving reasonable details of such failure, following which notice the Corporation shall have 30
days to comply; and, provided further, that only the Owners of not less than a majority in aggregate
principal amount of the outstanding Certificates may take action to seek specific performance in
connection with a challenge to the adequacy of the information provided by the Corporation in
accordance with this Disclosure Agreement, after notice and opportunity to comply as provided herein,
and such action shall be taken only in a court of jurisdiction in the State of Colorado. A DEFAULT
UNDER THIS DISCLOSURE AGREEMENT SHALL NOT BE DEEMED AN EVENT OF DEFAULT
UNDER THE INDENTURE OR THE SERIES 2012A CERTIFICATES, AND THE SOLE REMEDY
UNDER THIS DISCLOSURE AGREEMENT IN THE EVENT OF ANY FAILURE OF THE
CORPORATION TO COMPLY WITH THIS DISCLOSURE AGREEMENT SHALL BE AN ACTION
TO COMPEL PERFORMANCE.

Section 9. Beneficiaries. This Disclosure Agreement is made for the benefit of the Owners
and in order to allow the Participating Underwriters to comply with the Rule, shall inure solely to the
benefit of the Participating Underwriters and Owners from time to time of the Series 2012A Certificates
and shall create no rights in any other person or entity.

Dated: December 27, 2012

COLORADO DEVELOPMENT FINANCE

CORPORATION LLC, as Lessor under the 2012A
Leases and Program Administrator

By:
Executive Director

UMB BANK, n.a., as Trustee

By:
Authorized Officer

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 SCHEDULE 1

ANNUAL FINANCIAL INFORMATION

1. Annual Financial Statements of the 2012A Lessees; and

2. Annual budgets of the 2012A Lessees.

S-1
 APPENDIX C
FORM OF BOND COUNSEL OPINION

KUTAK ROCK LLP

DENVER, COLORADO

[Closing Date]

Colorado Development Finance Corporation

Denver, Colorado

UMB Bank, n.a., as Trustee

Denver, Colorado

Stifel, Nicolaus & Company, Incorporated, as Underwriter

Denver, Colorado

$930,000
CDFC Lease Purchase Program
Certificates of Participation
Series 2012A

Ladies and Gentlemen:

We have been engaged by the Colorado Development Finance Corporation (the “Corporation”) to
act as bond counsel in connection with the execution and delivery of the captioned CDFC Lease Purchase
Program Certificates of Participation, Series 2012A (the “Series 2012A Certificates”). The Series 2012A
Certificates are being executed and delivered pursuant to a Master Trust Indenture, dated as of
December 1, 2012 (the “Master Indenture”), as supplemented and amended by a First Supplemental
Indenture, dated the date hereof (the “2012A Supplemental Indenture”), between the Corporation and
UMB Bank, n.a., as trustee (the “Trustee”). The Master Indenture, as supplemented and amended by the
2012A Supplemental Indenture, is referred to herein as the “Indenture.” Capitalized terms used but not
defined herein have the meanings assigned to them in the Indenture.

The Series 2012A Certificates evidence undivided interests in the right to receive certain Lease
Revenues under (a) the Lease Purchase Agreement, dated as of December 1, 2012 (the “Evans Lease”),
between the Corporation, as lessor, and Evans Fire Protection District, as lessee (the “District”), and
(b) the Lease Purchase Agreement, dated as of December 1, 2012 (the “Denver Lease”), between the
Corporation, as lessor, and the City and County of Denver, Colorado, as lessee (the “City”). The Evans
Lease and the Denver Lease are referred to herein together as the “2012A Leases,” and the District and
the City are referred to herein together as the “2012A Lessees.”

We have examined the Indenture and the 2012A Leases, the tax compliance certificates (the “Tax
Compliance Certificates”) executed and delivered by the Corporation and each of the 2012A Lessees in
connection with the execution and delivery of the 2012A Leases, the Constitution and the laws of the
State of Colorado, the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations,
rulings and judicial decisions relevant to the opinions set forth herein, and the proceedings, certificates,
documents, opinions and other papers delivered in connection with the execution and delivery of the
Series 2012A Certificates. As to questions of fact material to our opinions, we have relied upon the
representations and certifications set forth in the items examined, without undertaking to verify the same

C-1
by independent investigation. We have assumed the due authorization, execution and delivery by the
Trustee and the enforceability against the Trustee of the Indenture and the Series 2012A Certificates, and
the due authorization, execution and delivery by the 2012A Lessees and the enforceability against the
2012A Lessees of the 2012A Leases and the Tax Compliance Certificates. We have relied upon, and
assumed the correctness of the legal conclusions stated in, the opinions delivered by the counsel for each
of the 2012A Lessees in connection with the execution and delivery of the Series 2012A Certificates with
respect to the due authorization, execution and delivery by the 2012A Lessees of the 2012A Leases and
the Tax Compliance Certificates, the enforceability of the 2012A Leases and the Tax Compliance
Certificates against the 2012A Lessees and other matters. We have assumed that the Corporation, the
Trustee and the 2012A Lessees and other parties will comply with, and perform their obligations in
accordance with, the 2012A Leases, the Indenture and the Tax Compliance Certificates.

Based upon the foregoing, we are of the opinion, as of the date hereof and under existing law,
that:

1. The Corporation has the power to enter into and perform its obligations under the
Indenture and the 2012A Leases.

2. The Indenture and the 2012A Leases have been duly authorized, executed and
delivered by the Corporation and are legal, valid and binding obligations of the Corporation
enforceable against the Corporation in accordance with their terms.

3. The Series 2012A Certificates evidence legal, valid and binding undivided
interests in the right to receive certain Lease Payments, as provided in the Series 2012A
Certificates and the Indenture, from Base Rentals payable by the 2012A Lessees under the 2012A
Leases as provided in the 2012A Leases.

4. Under existing laws, regulations, rulings and judicial decisions, the portion of the
Base Rentals paid under the 2012A Leases which is designated and paid as interest, as provided
in the 2012A Leases, and received by the Owners of the Series 2012A Certificates (the “Interest
Portion”), is excludable from gross income for federal income tax purposes and is not a specific
preference item for purposes of the federal alternative minimum tax. The opinion described in
the preceding sentence assumes the accuracy of certain representations and compliance by the
2012A Lessees with covenants designed to satisfy the requirements of the Code that must be met
subsequent to the execution and delivery of the Series 2012A Certificates. Failure to comply with
such covenants could cause the Interest Portion to be included in gross income for federal income
tax purposes retroactive to the date of execution and delivery of the Series 2012A Certificates.
We express no opinion regarding other federal tax consequences arising with respect to the Series
2012A Certificates, and express no opinion as to the effect of any termination of the obligation of
the 2012A Lessees under the 2012A Leases, under certain circumstances as provided in the
2012A Leases, upon treatment for federal income tax purposes of any moneys received by the
Owners of the Series 2012A Certificates subsequent to such termination. We note, however, that
the Interest Portion is taken into account in determining adjusted current earnings for purposes of
the alternative minimum tax imposed on certain corporations (as defined for federal income tax
purposes).

5. Under existing State of Colorado statutes, to the extent the Interest Portion is
excludable from gross income for federal income tax purposes, such Interest Portion is excludable
from gross income for Colorado income tax purposes and from the calculation of Colorado
alternative minimum taxable income. We express no opinion regarding other tax consequences
arising with respect to the Series 2012A Certificates under the laws of the State of Colorado or
any other state or jurisdiction, and express no opinion as to the effect of any termination of the

C-2
 obligations of the 2012A Lessees under the 2012A Leases, under certain circumstances as
provided in the 2012A Leases, upon the treatment for Colorado income tax purposes of any
moneys received by the Owners of the Series 2012A Certificates subsequent to such termination.

The rights of the Owners of the Series 2012A Certificates and the enforceability of the Series
2012A Certificates and the 2012A Leases may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors’ rights generally, by equitable principles, whether
considered at law or in equity, by the exercise of judicial discretion, by the exercise by the State of
Colorado and its governmental bodies of the police power inherent in the sovereignty of the State of
Colorado and by the exercise by the United States of America of the powers delegated to it by the
Constitution of the United States of America.

This opinion is limited to the matters specifically set forth herein and we offer no other opinion or
advice as to any other aspect of the transaction generally described herein. In particular, but without
limitation, we offer no opinion or advice as to the enforceability of the Indenture or the Series 2012A
Certificates against the Trustee, the creditworthiness or financial condition of the Corporation, the 2012A
Lessees, the Trustee or any other person, the accuracy or completeness of the statements made in
connection with the offer and sale of the Series 2012A Certificates or the ability of the 2012A Lessees to
use moneys from any particular source for the purpose of making payments under the 2012A Leases.

This opinion is solely for the benefit of the addressees in connection with the original execution
and delivery of the Series 2012A Certificates and may not be relied upon by any other person or for any
other purpose without our express written consent.

This opinion is based solely on the Constitution and laws of the State of Colorado, the provisions
of the Code and the regulations, rulings and judicial decisions relevant to the opinions set forth herein, the
other items described in the second paragraph hereof and the assumptions set forth herein. The opinions
set forth herein may be affected by changes in the items described in the second paragraph hereof and
actions taken or omitted or events occurring after the date hereof. This opinion speaks only as of its date
and our engagement with respect to the Series 2012A Certificates has concluded with the delivery of this
opinion. We have no obligation to update this opinion or to inform any person about any changes in the
items described in the second paragraph hereof, any actions taken or omitted or events occurring after the
date hereof or any other matters that may come to our attention after the date hereof.

Respectfully submitted,

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 Peck Shaffer draft of 12/9/2012

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 APPENDIX D

DTC BOOK-ENTRY SYSTEM

The information in this appendix concerning DTC and DTC’s book-entry system has been
obtained from DTC and contains statements that are believed to describe accurately DTC, the method of
effecting book-entry transfers of securities distributed through DTC and certain related matters, but none
of the Trustee, the Financial Advisors, the Underwriter, the Corporation or the 2012A Lessees takes any
responsibility for the accuracy or completeness of such statements. Beneficial Owners should confirm the
following information with DTC or the DTC Participants.

None of the Trustee, the Financial Advisors, the Underwriter, the Corporation or the 2012A
Lessees has any responsibility or obligation to any Beneficial Owner with respect to (1) the accuracy of
any records maintained by DTC or any DTC Participant, (2) the distribution by DTC or any DTC
Participant of any notice that is permitted or required to be given to the registered owners of the Series
2012A Certificates under the Indenture, (3) the payment by DTC or any DTC Participant of any amount
received under the Indenture with respect to the Series 2012A Certificates, (4) any consent given or other
action taken by DTC or its nominee as the owner of Series of 2012 Bonds or (5) any other related matter.

DTC will act as securities depository for the Series 2012A Certificates. The Series 2012A
Certificates will be executed and delivered as fully registered securities registered in the name of Cede &
Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative
of DTC. One fully-registered Series 2012A Certificate will be executed and delivered for each maturity
of the Series 2012A Certificates, in the aggregate principal amount thereof, and will be deposited with
DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized
under the New York Banking Law, a “banking organization” within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of
the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset
servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt
issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants
of sales and other securities transactions in deposited securities through electronic computerized
book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for
physical movement of securities certificates. Direct Participants include both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
(“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users
of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly
(“Indirect Participants”). DTC has an S&P rating of “AA+.” The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More information about DTC can
be found at http://www.dtcc.com and http://www.dtc.org. None of the Trustee, the Financial Advisors,
the Underwriter, the Corporation or the 2012A Lessees undertakes any responsibility for and makes no
representations as to the accuracy or the completeness of the content of such material contained on such
websites as described in the preceding sentence, including, but not limited to, updates of such information
or links to other internet sites accessed through the aforementioned websites.

D-1
 Purchases of Series 2012A Certificates under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2012A Certificates on DTC’s records. The
ownership interest of each Beneficial Owner is in turn recorded on the records of Direct and Indirect
Participants. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the
Series 2012A Certificates are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Series 2012A Certificates except in the event that use of the
book-entry system for the Series 2012A Certificates is discontinued.

To facilitate subsequent transfers, all Series 2012A Certificates deposited by Direct Participants
with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as
may be requested by an authorized representative of DTC. The deposit of Series 2012A Certificates with
DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series
2012A Certificates; DTC’s records reflect only the identity of the Direct Participants to whose accounts
such Series 2012A Certificates are credited, which may or may not be the Beneficial Owners. The Direct
and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their
customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct

Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial Owners of Series 2012A Certificates may
wish to take certain steps to augment the transmission to them of notices of significant events with respect
to the Series 2012A Certificates, such as redemptions, defaults and proposed amendments to the Series
2012A Certificates Indenture. For example, Beneficial Owners of Series 2012A Certificates may wish to
ascertain that the nominee holding the Series 2012A Certificates for their benefit has agreed to obtain and
transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their
names and addresses to the registrar and request that copies of the notices be provided directly to them.

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to
the Series 2012A Certificates unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those
Direct Participants to whose accounts the Series 2012A Certificates are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

Payments with respect to the Series 2012A Certificates will be made to Cede & Co. or such other
nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct
Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the
Corporation or the Trustee on the payable date in accordance with their respective holdings shown on
DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered in “street name,” and will be the responsibility of such Participants and not of DTC, the Trustee
or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payments with respect to the Series 2012A Certificates to Cede & Co., or to such other nominee as
may be requested by an authorized representative of DTC, is the responsibility of the Corporation of the
Trustee, disbursement of such payments to Direct Participants is the responsibility of DTC and

D-2
disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect
Participants.

DTC may discontinue providing its services as securities depository with respect to the Series
2012A Certificates at any time by giving reasonable notice to the Trustee. Under such circumstances, in
the event that a successor securities depository is not obtained, Series 2012A Certificates are required to
be printed and delivered to the appropriate registered owners of the Series 2012A Certificates.

The Issuer may at any time decide to discontinue use of the system of book-entry-only transfers
through DTC (or a successor securities depository) with respect to the Series 2012A Certificates. In that
event, Series 2012A Certificates will be printed and delivered to DTC.

* * *

D-3
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 APPENDIX E

PROGRAM PARTICIPATION PROCESS

The following is the process currently utilized by the Program Administrator and the Financial
Advisors in evaluating prospective Lessees in the Program. This process is subject to modification at any
time in the discretion of the Program Administrator and the Financial Advisors.

CREDIT REVIEW STEPS AND PROCESS

Application

All governmental applicants will be required to complete the basic application form as a precondition to
review of any request. This will be required every time an entity wishes to execute a lease‐purchase
agreement, even situations where an existing lease is proposed to be amended by adding new property.
The application form will be organized into five parts as described below.

1. Name and Contact Information

2. Description of Leased Property
3. Preliminary Financial and Credit Information
4. Credit Event History
5. Access to Historical Information (Web, E Mail or Physical)

Those entities with a current long‐term debt rating will be asked to submit the most recent credit
report. The rating must be for general obligation, annual appropriation or sales tax obligations. If an
entity has multiple ratings, all rating reports will be requested.

Each applicant will be contacted by phone to discuss the expected source of lease payments. The focus
of this inquiry will be to determine if the new lease is part of an established capital funding program,
how the program is structured and what the identified/dedicated revenue sources are for the program.
We will also inquire if the leased property is replacing an older, similar asset, if the assets will support a
new service and the status of budget approval for lease payments.

Any affirmative answers to the Credit Event History will be investigated. The presence of such an event
will not automatically disqualify an applicant unless the matter is ongoing and is determined to pose a
financial risk to the applicant. A rating downgrade will be examined to see the extent to which financial
management was a factor in the decision.

Applicants rated “A” or higher with the rating assigned or updated within the last two years, with no
credit event history or resolved events, with budget authority and leasing replacement or essential
service property will be eligible for approval at this point.

Den 26412Den 26336 E-1

Financial Profile

Applicants not meeting the above standard for approval will be further considered using a Financial
Profile analysis. This is designed to reveal finance trends that will help establish a more complete credit
profile. This step is required for any applicant that does not have a current credit rating, is rated below
the “A” category or has a credit event necessitating additional review. An example of the last point
might be a decline in general fund balance not associated with one‐time expenditures causing the fund
balance to be below a stated threshold such as 10% of annual expenditures.

Data for a five year time frame will be used to develop this information. Data will be organized into
specific categories as discussed below.

Five Year Data Trends for All Applicants

 General Fund Balance Trend

 General Fund expenditure level and change
 Lease payments as a percent of General Fund
 Lease payments as a percent of capital fund
 Change in assessed value
 Property tax collection rates

Additional Data

 Enrollment trends for school districts

 Sales tax trend for counties (if levied) and municipalities
 Verify clean audit opinion
 Review audit notes for other material information

For many applicants, this step is part of developing a more detailed financial and credit picture than will
occur by the initial step above. The additional data will be used to “grade” applicants to classify them as
stable, improving or declining.

Applicants classified as stable or improving with an established funding source for capital
expenditures will be eligible for approved at this stage of review. Applicants deemed declining or
with limited financial resources will be required to develop a plan of finance.

Plan of Finance

The third and final step in the credit review process will involve preparation of a short, written summary
explaining the source of funds to make lease payments. The document will include: (1) a summary of the
leased property and its essentiality to the borrower, (2) an estimate of annual lease payments, (3) a
calculation of the lease payment as a percent of the General Fund, (4) discussion of long‐term debt and
(5) a description of the budget sources used to make lease payments including a discussion of other

Den 26336 E-2

recurring costs supported by this fund. This document will be an attachment to the lease agreement. It
will be most commonly prepared for smaller governments to help establish a common understanding of
the entities plans for lease payment with approval by the elected governing body serving to assure this
is acknowledged at the highest budget authority level.

Applicants that will be leasing essential property who can document a reliable source of revenue
from an uncommitted revenue source and adopt a plan of finance stating an expectation or intent,
albeit not legally binding, to apply this resource can secure approval at this stage.

Denial of Applications

It is anticipated that a certain number of requests for participation will be denied. The basis for denial
will be a function of a specific request and analysis, but the likely reasons for rejection will include, but
not be limited to, the following:

 An uncured or continuing credit event;

 Requests involving non‐essential assets;
 Lease payments that are excessive either individually or when combined with all leases;
 A material decline in financial or credit position;
 A request to lease property in excess of the term permitted by the program for the asset;
 Inability to document a source for lease payments.

Lease Periods for Class of Assets

Property Type Term (in years)

Fleet vehicles 3
Street sweeper 4
Road grader 5
Dump truck (5 ton) 7
School bus 5
Telecommunications 4
Computers 4
Fire trucks 7
Ambulance 5
Utility system improvements 7+
Street lights 5

* * *

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 Peck Shaffer draft of 12/9/2012

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 Peck Shaffer draft of 12/21/2012

APPENDIX F

SUMMARY OF CERTAIN PROVISIONS OF

STATE LAW APPLICABLE TO LESSEES

This Appendix contains summaries of certain provisions of State law regarding selected types of
Colorado local governments, including a general discussion of the organizational structure and powers of
such entities and provisions regarding general financial operations and the authority to incur financial
obligations. Also included is a discussion of the State ad valorem property tax system and the laws
applicable to the imposition and collection of sales and use taxes. This information is provided to assist
prospective investors in reviewing and analyzing specific information concerning the Lessees presented
elsewhere in this Official Statement. Such summaries do not purport to include all provisions of State
law relating to the subjects described or to present the entirety of the provisions discussed, and are
qualified by reference to the complete texts of the applicable provisions of State law.

The 2012A Lessees include the City and County of Denver, Colorado (a home rule city), and the
Evans Fire Protection District, located in the City of Evans, Colorado (a special district). Future Lessees
may also include other types of Colorado governments such as counties, school districts and other types
of special purpose entities such as business improvement districts, etc., as well as enterprises of local
governments, which are not described in this Appendix.

MUNICIPALITIES GENERALLY

Municipalities, consisting of statutory cities, statutory towns and home rule cities and towns,
constitute municipal corporations and political subdivisions of the State with the power and authority to
provide general governmental services to their residents. Colorado municipalities are classified either as
cities or towns, generally based on population. Statutory municipalities operate in accordance with State
statutes, particularly Title 31, C.R.S., and ordinances adopted pursuant thereto. In addition, Article XX of
the State constitution provides that cities and towns with a population of at least 2,000 may adopt a home
rule charter that governs matters of local concern and supersedes conflicting State statutes. Home rule
municipalities remain subject to general State laws regarding matters of statewide concern, as well as
matters that are neither covered nor superseded by the charter or ordinances adopted in accordance with
the charter.

STATUTORY CITIES

Organizational Structure

The corporate and municipal authority of a statutory city is vested in a governing body
denominated the city council, together with such officers as may be created under the authority of
Title 31, C.R.S.

Statutory cities may be organized as a mayor-council form of government or as a council-

manager form of government with the mayor either elected by popular vote or elected by and from among
the members of the city council. Under the mayor-council form of government, the city council has the
power to appoint all officials of the city other than the city clerk and city treasurer, which are elective
positions. Under the council-manager form of government, the city council constitutes the city’s
legislative and governing body, while the day-to-day operations of the city are conducted by an
administrative staff which functions through various departments under the control and supervision of a
city manager who is appointed by and serves at the pleasure of the city council. The city manager is
responsible to the city council for the proper administration of all administrative affairs of the city placed

Den 26243 F-1

 Peck Shaffer draft of 12/21/2012

in his or her charge, and has the power to appoint and remove all city non-elective officers and employees
in the administrative service of the city other than the city attorney and municipal judge, who are
appointed directly by the city council. Officers and employees appointed by the city manager may be
removed by the city manager at any time for cause.

City Council

Each statutory city is divided into a number of wards as determined by the city council. The city
council of a statutory city is comprised of two council members elected from each ward plus, in the case
of a city operating under a mayor-council form of government or a council-manager form of government
with a mayor elected by popular vote, a mayor elected from the city at large. All members of the city
council must be registered electors who reside within the city and, except for the mayor, within the ward
from which they are elected, for 12 consecutive months preceding their election.

Regular municipal elections are held in statutory cities in November of odd numbered years.
Members of the city council, including the mayor, generally are elected to serve two-year terms of office.
However, the city council may provide by ordinance for four-year overlapping terms of office for council
members. Such ordinance also may provide for four-year terms for the mayor and other elective officers
of the city. Vacancies occurring on the city council are filled by appointment by the remaining council
members, or by special election, until the next regular election.

Pursuant to State law, with certain exceptions, no non-judicial elected official of any political
subdivision of the State may serve more than two consecutive terms in office, although this limitation
may be lengthened, shortened or eliminated upon voter approval.

The city council effects its decisions through the passage of ordinances, resolutions and orders. A
majority of the total number of council members is necessary to constitute a quorum for the transaction of
business. Passage or adoption of all ordinances and all resolutions and orders for the appropriation of
money require the concurrence of a majority of all the members of the city council. Except where
otherwise specifically provided by statute or ordinance, all other actions require a majority vote of those
council members present if a quorum exists. Ordinances calling for special elections or necessary for the
immediate preservation of the public peace, health or safety and containing the reasons making the same
necessary (emergency ordinances) require the affirmative vote of three-fourths of the members of the city
council. State statutes and constitutional provisions reserve the right of a city’s electors to subject
ordinances, other than emergency ordinances, to a referendum vote, or to propose ordinances by way of
an initiative procedure.

Mayor

The mayor is the chief executive officer of the city. The mayor is also the presiding officer of the
city council with the same voting powers as other members of the city council, although a city may
provide by ordinance that the mayor may vote only in the case of a tie vote and otherwise has the power
to approve or disapprove (veto) any ordinance adopted and all resolutions authorizing the expenditure of
money or the entering into of a contract. Such ordinance may also provide that the mayor is not counted
for purposes of determining a quorum or the requisite majority on any matter to be voted on by the city
council. The city council may appoint one of their own number acting mayor or mayor pro tem who is
entitled to act as mayor in case the mayor is absent from the city or is for any reason temporarily unable
to perform the duties of such office.

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 Peck Shaffer draft of 12/21/2012

Other Officers

Besides the mayor, the elective officers of a statutory city provided for by statute are the city
clerk and the city treasurer. The registered electors of a city may authorize either or both such offices to
be made appointive rather than elective, with such appointments to be made by the city council, or to
return either or both such offices to elective status. In addition, the city council may provide by ordinance
for the appointment or election of such other city officers as are necessary for the government of the city
and for the due exercise of its municipal powers.

Municipal Powers

The rights, powers, privileges, authority, functions and duties of statutory municipalities are
established by the laws of the State, particularly Title 31, C.R.S. Statutory municipalities are bodies
politic and corporate and in such capacity have the power to sue or be sued, enter into contracts and
acquire, hold, lease and dispose of both real and personal property. Statutory municipalities have the
powers, authority and privileges granted, and subject to the restrictions and limitations provided therein,
by Title 31, C.R.S., and any other law of this State together with such implied and incidental powers,
authority and privileges as may be reasonably necessary, proper, convenient or useful to the exercise
thereof.

The powers of statutory municipalities include, among others, the power to administer general
municipal affairs; to control the finances and property of the municipality, including the levying of taxes
and the issuance of bonds or incurrence of other financial obligations (see “GENERAL FINANCIAL
INFORMATION” and “FINANCIAL OBLIGATIONS” in this Appendix); to provide for a police
department, a fire department and generally to exercise the police power of the municipality, including
the passage and enforcement of regulations to preserve the public peace, health or safety; to provide for
planning and zoning; to regulate businesses; to impose and enforce building and fire regulations; to erect
and care for all necessary public buildings for the use of the municipality; in order to provide necessary
land, buildings, equipment and other property for governmental or proprietary purposes, to enter into
long-term rental or leasehold agreements, with or without an option to purchase and acquire title to such
leased or rented property; and to provide and operate public improvements and works and water and
sanitation systems. See “GENERAL FINANCIAL INFORMATION – Revenue and Spending
Limitations – TABOR” in this Appendix for certain constitutional limitations on the exercise of certain of
these powers.

STATUTORY TOWNS

Organizational Structure

The corporate and municipal authority of statutory towns is vested in a governing body
denominated the board of trustees, together with such officers as may be created under the authority of
Title 31, C.R.S.

Board of Trustees

The board of trustees is comprised of a mayor and either six or four trustees, all of whom are
required to be registered electors who have resided within the limits of the town for a period of at least 12
consecutive months immediately preceding the date of the election.

Regular municipal elections in statutory towns are held in April of even numbered years. All
members of the board of trustees, including the mayor, are elected to serve two-year terms of office,
although the board of trustees may provide by ordinance for four-year overlapping terms of office for

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 Peck Shaffer draft of 12/21/2012

trustees. Such ordinance also may provide for four-year terms for the mayor and other elective officers of
the town. Vacancies occurring on the board of trustees are filled by appointment by the remaining
council members, or by special election, until the next regular election.

Pursuant to State law, with certain exceptions, no non-judicial elected official of any political
subdivision of the State may serve more than two consecutive terms in office, although this limitation
may be lengthened, shortened or eliminated upon voter approval.

The board of trustees effects its decisions through the passage of ordinances, resolutions and
orders. A majority of the total number of board of trustees is necessary to constitute a quorum for the
transaction of business. Passage or adoption of all ordinances and all resolutions and orders for the
appropriation of money require the concurrence of a majority of all the members of the board of trustees.
Ordinances calling for special elections or necessary for the immediate preservation of the public peace,
health or safety and containing the reasons making the same necessary (emergency ordinances) require
the affirmative vote of three-fourths of the members of the board of trustees. Except where otherwise
specifically provided by statute or ordinance, all other actions require a majority vote of those trustees
present if a quorum exists.

State statutes and constitutional provisions reserve the right of a town’s electors to subject
ordinances, other than emergency ordinances, to a referendum vote, or to propose ordinances by way of
an initiative procedure.

Mayor

The mayor is the chief executive officer of the town. The mayor is considered a member and is
the presiding officer of the board of trustees with the same voting powers as other members of the board
of trustees. However, a town may provide by ordinance that the mayor may vote only in the case of a tie
vote and otherwise has the power to approve or disapprove (veto) any ordinance adopted and all
resolutions authorizing the expenditure of money or the entering into of a contract. Such ordinance may
also provide that the mayor is not counted for purposes of determining a quorum or the requisite majority
on any matter to be voted on by the board of trustees. A mayor pro-tem is selected from the members of
the board of trustees to serve in the event of the absence or inability of the mayor.

Other Officers

The board of trustees has the power to appoint all officers of the town.

Municipal Powers

See “STATUTORY CITIES - Municipal Powers” above in this Appendix.

HOME RULE MUNICIPALITIES

The organizational structure and powers of home rule municipalities are provided by the
applicable home rule charter. See “MUNICIPALITIES GENERALLY” in this Appendix. Home rule
municipalities have all powers necessary, requisite or proper for the government and administration of its
local and municipal matters, including power to legislate upon, provide, regulate, conduct and control,
among other things: the creation and terms of municipal officers, agencies and employments; the
definition, regulation and alteration of the powers, duties, qualifications and terms or tenure of all
municipal officers, agents and employees; the issuance, refunding and liquidation of all kinds of
municipal financial obligations; the assessment of property in such municipality for municipal taxation
and the levy and collection of taxes thereon for municipal purposes and special assessments for local

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 Peck Shaffer draft of 12/21/2012

improvements; and the imposition, enforcement and collection of fines and penalties for the violation of
any of the provisions of the charter or of any ordinance adopted in pursuance of the charter.

It is the intention of Article XX of the State constitution to grant to home rule municipalities the
full right of self-government in both local and municipal matters; however, State statutes continue to
apply to home rule municipalities as to such local and municipal matters not otherwise superseded by the
charters of such municipalities or by ordinances passed pursuant to such charters, or as to matters of
statewide concern.

SPECIAL DISTRICTS

General

Special districts may be established pursuant to Title 32, Article 1, C.R.S. (the “Special District
Act”), for the purpose of providing various services to the residents of the districts. Such entities
constitute quasi-municipal corporations and political subdivisions of the State. Special districts may be
formed to provide a single service or a combination of services. Individual service districts include:
ambulance districts, fire protection districts, forest improvement districts (to protect communities from
wildfires and improve the condition of forests in the district), health assurance districts, health service
districts (formerly known as hospital districts), mental health care service districts, park and recreation
districts, sanitation districts (providing storm and/or wastewater services), tunnel districts and water
districts. Multi-service districts include water and sanitation districts and metropolitan districts, which
may have the authority to provide any combination of the following services: street improvements, safety
protection, water, sanitation, parks and recreation, fire protection, solid waste disposal facilities or
collection and transportation of solid waste, mosquito control, television relay and translation and
transportation.

A special district may be entirely within, or partly within, one or more municipalities or counties,
and may consist of noncontiguous tracts or parcels of property. Organization of a special district is
effected by order of the District Court in and for the county vested with jurisdiction over the district
following approval of organization of the district by the electors of the proposed district at an election
held for such purpose. In addition, for special districts organized since 1965, prior to holding the
organizational election, a service plan for the proposed special district must be approved by the board of
county commissioners of each county in which the district is located, or if the special district is located
entirely within one or more municipalities, by the governing body of each such municipality. The service
plan is to consist of, among other things, a description of the proposed services to be provided by the
district, a general description of the facilities to be constructed and the estimated costs thereof, a financial
plan showing how the proposed services are to be financed and a preliminary engineering or architectural
survey showing how the proposed services are to be provided. Additional information is required by
districts providing particular services. Approval by the county or municipality, as applicable, is required
before making any material modifications to the service plan. Material modifications include
modifications of a basic or essential nature, including, without limitation, additions to the types of
services provided by the district or changes in debt limit or revenue sources that adversely affect the
financial ability of the district to discharge its indebtedness. Such approval is not required for
modifications to the service plan necessary for the execution of financing or construction of public
improvements already outlined therein.

Governing Body

The overall management and administration of the affairs of a special district is vested in the
board of directors, which may be comprised of either five or seven members who are required by State
law to be eligible electors of the district and are elected to staggered four-year terms of office at regular

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elections held in May of even numbered years. Vacancies on the board are filled by appointment by the
remaining directors, the appointee to serve until the next regular election, at which time the vacancy is
filled by election for any remaining unexpired portion of the term. Pursuant to statute, with certain
exceptions, no nonjudicial elected official of any political subdivision of the State can serve more than
two consecutive terms in office; however, such term limitation may be lengthened, shortened or
eliminated pursuant to voter approval.

The board elects from its members a chairman of the board and president of the district and a
treasurer of the board and district. The board also may elect from its members a secretary or may appoint
a secretary who is not a member of the board. The secretary and the treasurer may be the same person, in
which case he or she must be a member of the board.

All official business of the board may be conducted only during regular or special meetings at
which a quorum is present, and all such meetings must be open to the public. The board of directors
effects its decisions through the passage of resolutions and orders. A majority of the directors serving on
the board is necessary to constitute a quorum for the transaction of business. Except where otherwise
specifically provided by statute, all actions require a majority vote of those directors present at the
meeting if a quorum exists. Initiative and referendum is not applicable to special districts.

Powers

The rights, powers, privileges, authority, functions and duties of a special district are established
by the constitution and laws of the State, specifically the Special District Act. A special district has the
general powers, which may be limited by TABOR or the district’s service plan: to enter into contracts and
agreements; to sue and be sued; to incur indebtedness with an election and to issue bonds; to issue
revenue bonds without an election; to fix, and from time to time, increase or decrease fees, rates or
charges for services or facilities furnished by or available from the district and to pledge such revenues
for the payment of any indebtedness of the district; to levy and collect general ad valorem property taxes;
to acquire, dispose of and encumber real and personal property, including leases and easements; to have
the management, control and supervision of all the business affairs of the district and over the
construction, installation, operation and maintenance of the district improvements therein; to exercise the
power of eminent domain for certain purposes; and to exercise all rights and powers necessary or
incidental to or implied by the specific powers granted to the district by statute. A special district also has
specific powers associated with the types of services that it is authorized to provide. See “GENERAL
FINANCIAL INFORMATION – Revenue and Spending Limitations – TABOR” hereafter for certain
constitutional limitations on the exercise of certain of these powers.

Subject to compliance with statutory procedures, the board may order the inclusion in or
exclusion from the district of real property, thereby modifying the boundaries of the district. Property
excluded from a special district remains liable for its proportionate share of the indebtedness of such
special district existing on the date of exclusion.

GENERAL FINANCIAL INFORMATION

Sources of Revenue

Subject to and limited by the authorization granted by a local government’s organic statutes,
home rule charter or service plan, as applicable, as well as limitations provided by TABOR and other
applicable State constitutional and statutory provisions, a local government may generate revenue from a
variety of sources. Such revenues may include ad valorem property taxes and sales and use taxes, which
are discussed in further detail in “AD VALOREM PROPERTY TAXES” and “SALES AND USE
TAXES” hereafter in this Appendix, as well as other excise taxes, license and permit fees, rates, fees, tolls

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or charges for services, programs or facilities furnished by or available from the local government, fines
and forfeitures, intergovernmental revenues such as specific ownership taxes and proceeds of the State
lottery and amounts derived through intergovernmental agreements and investment income.

Revenue and Spending Limitations

TABOR. Article X, Section 20 of the Colorado Constitution, entitled the Taxpayer’s Bill of
Rights and commonly referred to as “TABOR,” applies to the State and local governments (referred to
therein as “districts”) such as the Lessees, but not to government-owned enterprises as discussed below.

TABOR provides restrictions regarding taxes, spending, revenue increases and borrowing. The
applicable limitations established pursuant to TABOR may be exceeded with prior voter approval
(commonly known as “de-Brucing”) at elections that may only be held on the same day as a State general
election, at the district’s regular biennial election or on the first Tuesday in November of odd-numbered
years, and must be conducted in accordance with procedures described in TABOR.

With certain exceptions, TABOR requires that a district obtain voter approval prior to the
imposition of any new tax, tax rate increase, mill levy above that for the prior year, assessed valuation
ratio increase, extension of an expiring tax or a tax policy change directly causing a net revenue gain to
the district. Exceptions are provided for tax increases imposed when annual district revenue is less than
annual payments on general obligation bonds, for pensions and final court judgments and for certain
“emergency” taxes. Certain of these limitations may be exceeded or overridden with voter approval.

TABOR also requires prior voter approval for the creation of any multiple fiscal year direct or
indirect debt or other financial obligation whatsoever without adequate present cash reserves pledged
irrevocably and held for payments in all future fiscal years, except for refinancing at a lower interest rate
or adding new employees to existing pension plans.

Unless otherwise approved by the voters, TABOR also limits the annual percentage increases in
both property tax revenue and local government “fiscal year spending,” with certain adjustments, to
inflation (defined as the Denver-Boulder consumer price index) in the prior calendar year plus “local
growth.” Local growth for districts that are municipalities or special districts is the net percentage change
in actual value of all real property in the district from construction of improvements and additions to
taxable real property less destruction of improvements and deletions to taxable real property. Fiscal year
spending includes all district expenditures and reserve increases and excludes reserve transfers or
expenditures, refunds made in the current or next fiscal year, gifts, federal funds, collections for another
government, pension contributions by employees and pension fund earnings, damage awards and property
sales.

Any revenue collected in excess of the limit on spending and property tax revenue is to be
refunded during the next fiscal year. The district may use any reasonable method for refunds and refunds
need not be proportional when prior payments are impracticable to identify or return. Debt service
changes, reductions, refunds and voter-approved revenue changes are dollar amounts that are exceptions
to, and not part of, any district base.

TABOR requires a district to establish emergency reserves that must equal at least 3% of fiscal
year spending (as defined in TABOR) excluding bonded debt service; however, the district may not use
its emergency reserves to compensate for economic conditions, revenue shortfalls or salary or fringe
benefit increases.

“Enterprises,” defined in TABOR as government-owned businesses authorized to issue their own

revenue bonds and receiving less than 10% of their annual revenues in grants from all State and local
governments combined, are exempt from the restrictions and limitations of TABOR.

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Many of the provisions of TABOR are ambiguous and have and will continue to require judicial
interpretation. There have been numerous lawsuits regarding TABOR. Other litigation regarding
TABOR may be filed in the future, and questions may be raised in such litigation affecting the operations
and financial condition of governmental entities such as the Lessees.

Property Tax Revenue Limitations. Subject in all cases to compliance with TABOR, Title 29,
Article 1, Part 3, C.R.S., provides that, subject to certain exceptions, a local government may not impose
a property tax levy or levies that will generate revenue that exceeds the amount received in the preceding
year plus 5.5% plus the amount of revenue abated or refunded by the local government by August 1 of the
current year less the amount of revenue received by the local government by August 1 of the current year
as taxes paid on any taxable property that had previously been omitted from the assessment roll of any
year. The Colorado Attorney General, in AGO 99-5, dated July 30, 2000, has opined that, assuming no
provision of TABOR is otherwise violated, a local government’s electorate may authorize the local
government to exceed the 5.5% limit for any of its needs, with no restriction as to purpose, and for the
period of time specified in the ballot issue. If an increase over the 5.5% limit is allowed, the increased
revenue resulting therefrom is includable in determining the limitation in the following year, with certain
exceptions. If the 5.5% limitation during any year, the Division of Local Government is required to order
a reduction in the authorized revenue of the offending local government for the subsequent year in an
amount which offsets the excess revenues levied in the preceding year.

Other. A local government may not levy a property tax for purposes that are exempt from the
5.5% limit in an amount that is greater than the amount of revenues required to be raised for such
purposes during any year as specified by the provisions of any contract entered into by the local
government or any schedule of payments established for the payment of any obligation incurred by the
local government. Where bonds, contractual obligations or capital expenditures have been approved but
actual revenues required for such purposes are not known at the time the levy is set, a local government
may base its levy on the estimated revenues that are so required for one year only and in subsequent years
the levy is to be based on the actual revenues that are so required.

Financial Statements and Audits

State statutes require that, except as described below, an annual audit is to be made of a local
government’s financial affairs at the end of each fiscal year. The audited financial statements must be
filed with the governing body of the local government within six months after the close of the fiscal year
and with the State auditor within 30 days thereafter. Failure to comply with these requirements may
result in the withholding of the local government’s property tax revenues by the treasurer of each county
in which the local government is located pending compliance. If neither revenues nor expenditures of the
local government for any fiscal year exceed $100,000, the governing body may, with the approval of the
State auditor, file an application for exemption from audit in lieu of audited financial statements. Such
application must be prepared by a person skilled in accounting. Applications must be filed with the State
auditor within three months after the close of the local government’s fiscal year for which an exemption is
requested. If the annual revenues and expenditures of a district are at least $100,000 but not more than
$300,000, a local government also may receive an exemption from filing an audit. Such application must
be prepared by an independent accountant with knowledge of governmental accounting. All applications
must be completed in accordance with regulations issued by the State auditor, and must be reviewed,
approved and signed by a majority of the governing body.

Notwithstanding the availability of an exemption from the audit requirement, every Lessee will
be required to have its annual financial statements audited and either publicly available or provided to the
Program Administrator within 210 days after the end of each fiscal year. See “APPENDIX A – THE
2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A
SUPPLEMENTAL INDENTURE – The 2012A Leases.”

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Budgets and Appropriations

Local governments are required by State law to prepare annual budgets on a calendar year basis.
The budget is required to present a complete financial plan for the local government, setting forth all
estimated expenditures, revenues and other financing sources for the ensuing budget year, together with
the corresponding figures for the previous fiscal year. In estimating the anticipated revenues,
consideration is to be given to any unexpended surpluses and the historical percentage of tax collections.
Further, the budget is required to show a balanced relationship between the total proposed expenditures
and the total anticipated revenues and other financing sources, and is to set forth a supplemental schedule
showing the local government’s obligations with respect to its outstanding lease-purchase agreements.

Annual budgets are required to be prepared either on a cash basis, a modified accrual basis or an
encumbrance basis.

On or before October 15th of each year, the person designated or appointed by the governing body
of the local government to prepare the budget is to submit to the governing body a proposed budget for
the ensuing fiscal year. Thereupon notice is to be published stating, among other things, that the
proposed budget is open for inspection by the public and that interested electors may file or register any
objection to the budget.

Before the beginning of the fiscal year, the governing body is required to enact an appropriation
resolution which corresponds with the budget. The income of the local government is required to be
allocated in the amounts and according to the funds specified in the budget for the purpose of meeting the
expenditures authorized by the appropriation resolution. Expenditures of the local government may not
exceed the amounts appropriated, except in the case of an emergency or a contingency which was not
reasonably foreseeable. Under such circumstances, the governing body may authorize the expenditure of
funds in excess of the budget by a resolution adopted by a two-thirds vote following proper notice. If the
local government receives revenues which were unanticipated or unissued at the time of adoption of the
budget, the governing body may authorize the expenditure thereof by adopting a supplemental budget and
appropriation resolution after proper notice and a hearing thereon. The transfer of budgeted and
appropriated moneys within a fund or between funds may be accomplished only in accordance with State
law.

It is through the preparation of the budget and by taking into consideration all sources of revenue,
costs of construction, expenses of operating the local government and the debt service requirements of the
local government’s outstanding bonds and other obligations that the rate of mill levy is determined each
year, subject to the limitations discussed above in “Revenue and Spending Limitations” above. See “AD
VALOREM PROPERTY TAXES” hereafter in this Appendix.

Every Lessee will be required to have its annual budget either publicly available or provided to
the Program Administrator within 30 days of the beginning of the related fiscal year. See “APPENDIX A
– THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A
SUPPLEMENTAL INDENTURE – The 2012A Leases.”

Investment of Funds

State statutes set forth requirements for the deposit of funds by local governments in eligible
depositories and for the collateralization thereof, as well as for the investment of such funds.

The investment of the proceeds of the Series 2012A Certificates also is subject to the provisions
of the Indenture, the 2012A Leases and the Internal Revenue Code. See “TAX MATTERS” and
“APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND

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THE 2012A SUPPLEMENTAL INDENTURE – THE MASTER INDENTURE – The Master Indenture
– The 2012A Leases.”

FINANCIAL OBLIGATIONS

General

Local governments generally have the power to incur debt, issue bonds and enter into other types
of financial obligations, including general obligations, to which the full faith and credit and ad valorem
taxing power of the local government is pledged, obligations payable from other sources of revenue such
as excise taxes and the net revenue of revenue producing facilities, other multiple fiscal year financial
obligations, obligations that do not extend beyond the fiscal year in which they are incurred (such as the
Leases) and various other financial obligations.

The types, amounts and limitations on financial obligations that may be issued, incurred or
entered into by a statutory municipality or a special district are specified by State statutes and, in the case
of a special district, by its service plan. The types, amounts and limitations on financial obligations that
may be issued, incurred or entered into by a home rule municipality is governed by the city charter and
ordinances adopted pursuant thereto.

As discussed above in “GENERAL FINANCIAL INFORMATION – Revenue and Spending

Limitations – TABOR” in this Appendix, prior voter approval is required for the creation of any multiple
fiscal year direct or indirect debt or other financial obligation whatsoever without adequate present cash
reserves pledged irrevocably and held for payments in all future fiscal years, except for refinancing at a
lower interest rate or adding new employees to existing pension plans. Other State constitutional
provisions and State statutes require prior voter approval in order to create general obligation
indebtedness in any form. Certain obligations, such as revenue obligations of an “enterprise” and
obligations that do not extend beyond the fiscal year in which they are incurred, do not require prior voter
approval under TABOR.

Debt Limits

Statutory Municipalities. The total amount of general obligation indebtedness of a statutory

municipality, exclusive of debt incurred for supplying water, may not exceed 3% of the actual value of
taxable property located within the boundaries of the municipality. See “AD VALOREM PROPERTY
TAXES – Statutory Actual Value.”

Home Rule Municipalities. The total amount of general obligation indebtedness that may be
incurred by a home rule municipality is determined by its home rule charter.

Special Districts. There is no State law limit on the amount of general obligation debt incurred
by a special district prior to July 1, 1991. However, the amount of certain general obligation debt
incurred by a special district on or after July 1, 1991, is limited to the greater of $2,000,000 or 50% of the
assessed valuation of taxable property in the special district. Excepted from this limit is general
obligation debt that is (i) rated in one of the four highest rating categories by a nationally recognized
rating agency, (ii) determined by the governing body of the special district to be necessary to provide
improvements specifically ordered by a federal or state agency to bring the district into compliance with
applicable federal or state health or environmental laws or regulations, (iii) secured by a letter of credit,
line of credit or other credit enhancement issued by a financial institution that meets certain standards set
forth in the Special District Act or (iv) is issued to qualified financial institutions or institutional investors
as provided in the Special District Act.

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AD VALOREM PROPERTY TAXES

General

A major source of revenue to many local governments is ad valorem property taxes. While this
power is generally available to municipalities and special districts, the exercise of such power may be
limited in the case of a special district by the district’s service plan. The exercise of such taxing power is
also subject to the provisions of TABOR as discussed in “GENERAL FINANCIAL INFORMATION –
Revenue and Spending Limitations – TABOR” in this Appendix.

Unless otherwise restricted, the governing body of a local government has the power to certify a
levy for collection of ad valorem taxes against all taxable property within its boundaries. Property taxes
are uniformly levied against the assessed valuation of all taxable property within the boundaries of the
local government.

Property Subject to Taxation

Both real and personal property located within the boundaries local government are subject to
taxation, but there are certain classes of property which are exempt. These include, but are not limited to,
property of the United States of America; property of the State and its political subdivisions; public
libraries; public school property; charitable property; religious property; nonprofit cemeteries; irrigation
ditches, canals, and flumes used exclusively to irrigate the owner’s land; household furnishings and
personal effects not used to produce income; intangible personal property; and inventories of merchandise
and materials and supplies which are held for consumption by a business or are held primarily for sale;
livestock; agricultural and livestock products; and works of art, literary materials and artifacts on loan to a
political subdivision, gallery or museum operated by a charitable organization. The State Board of
Equalization supervises the administration of all laws concerning the valuation and assessment of taxable
property and the levying of property taxes.

Statutory “Actual” Value

Each county assessor annually conducts appraisals in order to determine, on the basis of
statutorily specified approaches, the statutory “actual” value of all taxable property within the county as
of January 1st. The statutory actual value of a property is not intended to represent current market value,
but, with certain exceptions, is determined by the county assessor utilizing a “level of value” ascertained
for each two-year reassessment cycle from manuals and associated data published by the State property
tax administrator for the statutorily-defined period preceding the assessment date. The statutory actual
value is based on the “level of value” for the period one and one-half years immediately prior to the July 1
preceding the beginning of the two-year reassessment cycle (adjusted to the final day of the data-
gathering period). The one and one-half year period used to determine the level of value advances two
years with the start of each reassessment cycle.

The following table sets forth the State property appraisal system for property tax levy years 2005
through 2012:
Levy Collection Value Calculated Based on the
Years Years as of July 1 Market Period
2005 and 2006 2006 and 2007 2004 Jan. 1, 2003 to June 30, 2004
2007 and 2008 2008 and 2009 2006 Jan. 1, 2005 to June 30, 2006
2009 and 2010 2010 and 2011 2008 Jan. 1, 2007 to June 30, 2008
2011 and 2012 2012 and 2013 2010 Jan. 1, 2009 to June 30, 2010

Oil and gas leaseholds and lands, producing mines and other lands producing nonmetallic
minerals are valued based on production levels rather than by the base year method. Public utilities are

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valued by the State property tax administrator based upon the value of the utility’s tangible property and
intangibles (subject to certain statutory adjustments), gross and net operating revenues and the average
market value of its outstanding securities during the prior calendar year.

Assessed Valuation

Assessed valuation, which represents the value upon which ad valorem property taxes are levied,
is calculated by the county assessor as a percentage of statutory actual value. To avoid extraordinary
increases in residential real property taxes when the base year level of value is changed, the State
constitution requires the State legislature to adjust the ratio of valuation for assessment of residential
property for each year in which a change in the base year level of value occurs based on an estimated
target percentage. This adjustment is mandated in order to maintain the same percentage of the aggregate
statewide valuation for assessment attributable to residential property which existed in the previous year.
The State constitution also prohibits any valuation for assessment ratio increase for a property class
without prior voter approval. See “GENERAL FINANCIAL INFORMATION – Revenue and Spending
Limitations – TABOR” above. The ratio of valuation for assessment of residential property has been
7.96% since the 2003 levy year.

All other taxable property, with certain exceptions, is assessed at 29% of statutory actual value.
Vacant land (other than agricultural land), which includes land upon which no buildings, structures or
fixtures are located, but may include land with site improvements, is also assessed at 29% of statutory
actual value. Producing oil and gas property is generally assessed at 87.5% of statutory actual value.

Protests, Appeals, Abatements and Refunds

Property owners are notified of the valuation of their land or improvements, or taxable personal
property and certain other information related to the amount of property taxes levied, in accordance with
certain statutory deadlines. Property owners are given the opportunity to object to increases in the actual
value of such property, and may petition for a hearing thereon before the board of assessment appeals.
Upon the conclusion of such hearings, the county assessor is required to complete the assessment roll of
all taxable property and, no later than August 25th each year, prepare an abstract of assessment therefrom.
The abstract of assessment and certain other required information is reviewed by the State property tax
administrator prior to October 15th of each year and, if necessary, the State board of equalization orders
the county assessor to correct assessments. The valuation of property is subject to further review during
various stages of the assessment process at the request of the property owner, by the board of assessment
appeals, the State courts or by arbitrators appointed by the applicable board of county commissioners. On
the report of an erroneous assessment, an abatement or refund must be authorized by the board of county
commissioners; however, in no case will an abatement or refund of taxes be made unless a petition for
abatement or refund is filed within two years after January 1 of the year in which the taxes were levied.
Refunds or abatements of taxes are prorated among all taxing entities which levied a tax against the
property.

Statewide Review

The State legislature is required to cause a valuation for assessment study to be conducted each
year in order to ascertain whether or not county assessors statewide have complied with constitutional and
statutory provisions in determining statutory actual values and assessed valuations for that year. The final
study, including findings and conclusions, must be submitted to the legislature and the State board of
equalization by September 15th of the year in which the study is conducted. Subsequently, the State board
of equalization may order a county to conduct reappraisals and revaluations during the following property
tax levy year. A local government’s assessed valuation may be subject to modification following any
such annual assessment study.

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Homestead Exemption

The State constitution provides to qualified senior citizens and qualified disabled veterans a
property tax exemption equal to 50% of the first $200,000 of the actual value of owner-occupied
residential real property. In order to qualify for the senior citizen exemption, the owner or his or her
spouse must be at least 65 years of age and have occupied the residence for at least ten years, and in order
to qualify for the disabled veteran exemption, the veteran must be rated 100% permanently disabled by
the federal government. The State is required to reimburse all local governments for the reduction in
property tax revenue resulting from these exemptions, and therefore the exemption is not intended to
result in a loss of revenue to the local government. The homestead exemption for qualified senior citizens
(but not qualified disabled veterans) was suspended by the State legislature for property tax collection
years 2011 and 2012 as part of a State budget balancing package, but has been reinstated for the 2013 tax
collection year and thereafter.

Taxation Procedure

The county assessor is required to certify to the local government the assessed valuation of
property within the local government no later than August 25th of each year. Subject to the limitations of
the State constitution, based upon the valuation certified by the county assessor, the governing body of
the local government computes a rate of levy that, when levied upon every dollar of the valuation for
assessment of taxable property within the local government, and together with other legally available
revenues of the local government, will raise the amount required by the local government in its upcoming
fiscal year. The local government subsequently certifies to applicable counties the rate of levy sufficient
to produce the needed funds. Such certification must be made no later than December 15th of the property
tax levy year for collection of taxes in the ensuing year.

By December 22nd of each year, the board of county commissioners of each county is required to
certify to the county assessor the levy for all taxing entities within the county. If such certification is not
made, it is the duty of the county assessor to extend the levies of the previous year. Further revisions to
the assessed valuation of property may occur prior to the final step in the taxing procedure, which is the
delivery by the county assessor of the tax list and warrant to the county treasurer.

Property Tax Collections

Taxes levied in one year are payable in the succeeding year. Thus, taxes to be certified in
December 2012 will be payable in 2013. Taxes are due on January 1st in the year of collection; however,
they may be paid in either one installment (not later than the last day of April) or in two equal
installments (not later than the last day of February and June 15th) without interest or penalty. Interest
accrues on unpaid first installments at the rate of 1% per month from March 1st until the date of payment
unless the whole amount is paid by April 30th. If the second installment is not paid by June 15th, the
unpaid installment will bear interest at the rate of 1% per month from June 16th until the date of payment.
Notwithstanding the foregoing, if the full amount of taxes is to be paid in a single payment after the last
day of April and is not so paid, the unpaid taxes will bear penalty interest at the rate of 1% per month
accruing from the first day of May until the date of payment. The county treasurer collects current and
delinquent property taxes, as well as any interest or penalty, and after deducting a statutory fee for such
collection, remits the balance to the local government on a monthly basis.

All taxes levied on property, together with interest thereon and penalties for default, as well as all
other costs of collection, constitute a perpetual lien on and against the property taxed from January 1st of
the property tax levy year until paid. Such lien is on parity with the tax liens of other general taxes. It is
the county treasurer’s duty to enforce the collection of delinquent real property taxes by tax sale of the tax
lien on such realty. Delinquent personal property taxes are enforceable by distraint, seizure and sale of
the taxpayer’s personal property. Tax sales of tax liens on realty are held on or before the second Monday

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in December of the collection year, preceded by a notice of delinquency to the taxpayer and a minimum
of four weeks of public notice of the impending public sale. Sales of personal property may be held at
any time after October 1st of the collection year following notice of delinquency and public notice of sale.

Tax liens may not necessarily be bid on and sold, and the proceeds of tax liens sold may not
necessarily be sufficient to produce the amount required with respect to property taxes levied by the local
government and those levied by overlapping taxing entities, as well as any interest or costs due thereon.
If a tax lien is not sold, the county treasurer removes the property from the tax rolls and delinquent taxes
are payable when the property is sold or redeemed. When any real property has been stricken off to the
county and there has been no subsequent purchase, the taxes on such property may be determined to
uncollectible after a period of six years from the date of becoming delinquent and they may be canceled
by the county after that time.

SALES AND USE TAXES

Another major source of revenue to municipalities is sales and use taxes. The exercise of this
taxing power is also subject to the provisions of TABOR as discussed in “GENERAL FINANCIAL
INFORMATION – Revenue and Spending Limitations – TABOR” in this Appendix.

Statutory Municipalities

A statutory municipality may impose a sales tax, a use tax, or both such taxes, in accordance with
the provisions of Title 29, Article 2, C.R.S. (the “Local Sales and Use Tax Act”). Such taxes are to be
imposed by ordinance and require prior voter approval both by the provisions of the Local Sales and Use
Tax Act and TABOR. The effective date of a sales tax adopted by a statutory municipality is to be either
January 1 or July 1 following the date of the authorizing election.

Sales Tax. The sale of tangible personal property and services taxable by a statutory municipality
is required to be the same as those subject to the sales tax imposed by the State pursuant to Title 29,
Article 26, Part 1 C.R.S. (the “State Sales Tax Act”). The sales tax is to be collected and paid in
connection with the following:

• The purchase price paid or charged upon all sales and purchases of tangible property at
retail.

• In the case of retail sales involving the exchange of property, on the purchase price paid
or charged, including the fair market value of the property exchanged at the time and
place of the exchange, excluding from the consideration or purchase price the fair market
value of the exchanged property if such exchanged property is to be sold thereafter in the
usual course of the retailer’s business, or such exchanged property is a vehicle and is
exchanged for another vehicle and both vehicles are subject to licensing, registration or
certification under State law, including, but not limited to, vehicles operating upon public
highways, off highway recreation vehicles, watercraft and aircraft.

• On telephone and telegraph services, whether furnished by public or private corporations

or enterprises, for all intrastate telephone and telegraph service.

• For gas and electric service, whether furnished by municipal, public or private
corporations or enterprises for gas and electricity furnished and sold for commercial
consumption and not for resale, and upon steam when consumed or used by the purchaser
and not resold in original form whether furnished or sold by municipal, public or private
corporations or enterprises.

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• On the purchase price paid for food or drink served or furnished in or by restaurants,
cafes, lunch counters, cafeterias, hotels, drugstores, social clubs, nightclubs, cabarets,
resorts, snack bars, caterers, carryout shops and other like places of business at which
prepared food or drink is regularly sold, including sales from pushcarts, motor vehicles
and other mobile facilities (cover charges are included as part of the amount paid for such
food or drink).

• On the entire amount charged to any person for rooms or accommodations, as defined by
statute.

The sales tax of a statutory municipality also is required to be subject to the same exemptions
applicable to the State sales tax as specified in Title 29, Article 26, Part 7 C.R.S., to which reference is
made for a complete listing, although a statutory municipality may elect to tax the following
notwithstanding the exemption thereof from the State sales tax: (i) sales of food for home consumption;
(ii) sales of certain machinery or machine tools as specified in Section 39-26-709(1), C.R.S.; (iii) sales of
electricity, coal, wood, gas, fuel oil or coke for residential use; (iv) food sold in vending machines;
(v) occasional sales by charitable organizations; (vi) sales of farm equipment and farm equipment under
lease or contract; (vii) sales of low-emitting motor vehicles, power sources or parts used for converting
such power sources; (viii) sales of wood from salvaged trees killed or infested in the State by mountain
pine beetles; (ix) sales of components used in the production of energy, including, but not limited to,
alternating current electricity, from a renewable energy source (this exemption does not apply to any
municipality that adopted the exemption for sales of machinery or machine tools specified above prior to
May 27, 2008); (x) sales that benefit public or private K-12 schools located in the State; and (xi) sales by
an association or organization of parents and teachers of public school students that is a charitable
organization. A municipality also may elect to exempt from its sales tax sales to a telecommunications
provider of equipment used directly in the provision of telephone service, cable television service,
broadband communications service or mobile telecommunications service.

Additional exemptions from a municipal sales tax are provided in the Local Sales and Use Tax
Act, to which reference is made for a complete listing.

The collection, administration and enforcement of the sales tax of a statutory municipality is
performed, at no charge, by the executive director of the Colorado Department of Revenue (the
“Executive Director”) in the same manner as the collection, administration and enforcement of the State
sales tax. The Executive Director is required to make monthly distributions of sales tax collections to the
municipality in the amount determined under the distribution formula established in accordance with the
Local Sales and Use Tax Act. The provisions of the State Sales Tax Act govern the collection,
administration and enforcement of sales taxes authorized under the Local Sales and Use Tax Act unless
otherwise provided therein.

Any person engaged in the business of selling at retail must obtain a two-year license therefor
from the Executive Director. Each individual vendor in the county is liable for the amount of tax due on
all taxable sales made by him. Before the 20th day of each month, the vendor, if reporting monthly, must
make a return and remit the amount due for the preceding calendar month to the Executive Director.
Some small businesses are permitted to remit sales tax collections quarterly. The vendor is entitled to
withhold an amount equal to 3-1/3% of the total amount to be remitted to the Executive Director each
month in order to cover his expenses. If any vendor is delinquent in remitting the tax, other than in
unusual circumstances shown to the satisfaction of the Executive Director, the vendor will not be allowed
to retain any amounts to cover his expenses.

Use Tax. A use tax imposed by a statutory municipality pursuant to the Local Sales and Use Tax
Act may be imposed for either or both (i) the privilege of using or consuming (but not storing) in the

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municipality any construction and building materials purchased at retail, and (ii) the privilege of storing,
using or consuming in the municipality any motor and other vehicles, purchased at retail, on which
registration is required. Construction and building materials do not include parts or materials utilized in
the fabrication, construction, assembly or installation of passenger tramways as defined in
Section 25-5-702(4), C.R.S., by or for any ski area operator. The municipality also may elect whether to
tax the storage and use of wood from salvaged trees killed or infested in the State by mountain pine
beetles, or the storage and use of components used in the production of energy, including, but not limited
to, alternating current electricity, from a renewable energy source.

Various exemptions from the use tax of a statutory municipality are provided in the Local Sales
and Use Tax Act, to which reference is made for a complete listing.

Except as provided in Section 39-26-208, C.R.S., the use tax of a statutory municipality is to be
collected, administered and enforced by the municipality as provided by ordinance or resolution.

Home Rule Municipalities

A home rule municipality generally is authorized to impose, administer or enforce a local sales or
use tax pursuant to its home rule powers, although certain provisions of the Local Sales and Use Tax Act
are specifically applicable to such sales and use taxes.

A home rule municipality may administer, collect and enforce its own sales tax. Alternatively,
upon request of the governing body of such municipality, the Executive Director of the Colorado
Department of Revenue, at no charge, will administer, collect and distribute the sales tax of such home
rule municipality if: (i) the provisions of the sales tax ordinance of such municipality, other than those
provisions relating to local procedures followed in adopting the ordinance, correspond to the requirements
of the Local Sales and Use Tax Act for sales taxes imposed by statutory municipalities; and (ii) no use tax
is to be collected by the Department of Revenue except as provided in Section 39-26-208, C.R.S.. The
Executive Director is to administer, collect and distribute the sales tax of the home rule
municipality regardless of whether the sales tax of the municipality applies to the discretionary
exemptions listed in “Statutory Municipalities – Sales Tax” above.

Special Districts

The Special District Act, particularly Section 32-1-1106, C.R.S., provides that a metropolitan
district organized with street improvement, safety protection or transportation powers has the power to
levy a sales tax, at a rate determined by the governing body of the special district, upon every transaction
or other incident with respect to which the State sales tax is levied that occurs within any area of the
special district that is not also within the boundaries of an incorporated municipality. Such sales tax may
be levied only if the question of doing so is submitted to and approved by a majority of the registered
electors of the portion of the special district in which the tax is to be levied. The net revenues of any sales
or use tax levied may be used only to fund street improvements, safety protection or transportation in
areas of the special district in which the tax is levied.

The collection, administration and enforcement of any special district sales tax is to be performed
by the Executive Director of the Department of Revenue in the same manner as that for the collection,
administration and enforcement of the State sales tax, including, without limitation, the retention by a
vendor of the percentage of the amount remitted to cover the vendor’s expense in the collection and
remittance of the sales tax. The Executive Director is to make monthly distributions of sales tax
collections to the special district. The special district is to pay the net incremental cost incurred by the
Department of Revenue in the administration and collection of the sales tax.

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GOVERNMENTAL IMMUNITY

The Colorado Governmental Immunity Act, Title 24, Article 10, C.R.S. (the “Immunity Act”),
provides, in part, that public entities are immune from liability in all claims for injury which lie in tort or
could lie in tort (regardless of the type of action or the form of relief chosen by the claimant), except to
the extent specifically excluded by the Immunity Act. These exclusions include claims resulting from:
(a) the operation, by a public employee during the course of his or her employment, of a motor vehicle
which is owned or leased by a public entity; (b) the operation by a public entity of a public hospital,
correctional facility or jail; (c) a dangerous condition of a public building or public facility operated by a
public entity, including a public water, gas, sanitation, electrical, power or swimming facility; (d) a
dangerous condition of a public highway, road or street which physically interferes with the movement of
traffic, a dangerous condition caused by a failure to realign traffic signs turned without authorization in a
manner which reassigns the right-of-way on intersecting public highways, roads or streets or by a failure
to repair traffic control signals on which conflicting directions are displayed or a dangerous condition
caused by an accumulation of snow and ice which interferes with access to public buildings when a public
entity has actual notice of such condition, has a reasonable time to act and fails to use existing means
available to it for removal or mitigation; or (e) the operation and maintenance by a public entity of any
public water, gas, sanitation, electrical, power or swimming facility. The Immunity Act defines
“dangerous condition” as a physical condition or use which constitutes an unreasonable risk to the health
or safety of the public which is known to exist and which is proximately caused by the negligent act or
omission of the public entity.

The maximum amount that may be recovered in any single occurrence on a claim based on one of
the exclusions of the Immunity Act is limited to $150,000 for injury to one person in a single occurrence
and $600,000 for an injury to two or more persons in a single occurrence, except that no person may
recover in excess of $150,000. The Immunity Act also specifies the sources from which judgments
against public entities may be collected and provides that public entities are not liable either directly or by
indemnification for punitive or exemplary damages or for damages for outrageous conduct, except as may
be otherwise determined by a public entity pursuant to the Immunity Act. Pursuant to the Immunity Act,
a public entity may prospectively waive its immunity. The Immunity Act may be changed through
amendment by the State General Assembly at any time.

Aside from liability for certain tortious actions, as described above, each of the governmental
agencies may also be subject to civil liability for actions under various federal or State laws. Examples of
potential federal civil liability include suits filed pursuant to 42 U.S.C. § 1983 alleging the deprivation of
federal constitutional or statutory rights of an individual, and suits alleging anti-competitive practices and
violation of antitrust laws except in the exercise of its delegated powers. Examples of potential civil
liability under State laws include actions related to contractual obligations, such as employment contracts,
capital construction contracts and lease contracts, and actions alleging inverse condemnation.

* * *

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APPENDIX G

THE 2012A LESSEES, THE 2012A LEASED PROPERTY

AND THE 2012A LEASE PAYMENT SCHEDULES

This Appendix contains brief descriptions of the 2012A Lessees, the 2012A Leased Property
under the related 2012A Leases and certain information regarding the expected source of payment of each
of the 2012A Leases, as well as the payment schedules for the 2012A Leases.

CITY AND COUNTY OF DENVER, COLORADO

The 2012A Leased Property

The 2012A Leased Property under the 2012A Lease to be entered into by the City and County of
Denver, Colorado (“Denver” or the “City”), will consist of the following equipment:

Description of Equipment Quantity Unit Cost Total Cost

Model CLST Life Fitness Integrity Series Treadmills with built in
i-Pod dock and integrated entertainment controls 23 $4,152 $ 95,496
Model CLSX Life Fitness Integrity Series Elliptical Cross-Trainers
with built in i-Pod dock and integrated entertainment controls 21 3,115 65,415
Model CLSR Life Fitness Integrity Series Recumbent Lifecycle
Bikes with built in i-Pod dock and integrated entertainment controls 6 2,078 12,468
Model CLSC Life Fitness Integrity Series Upright Lifecycle Bikes
with built in i-Pod dock and integrated entertainment controls 14 1,870 26,180
$199,559

The 2012A Leased Property is being purchased from Advanced Healthstyles Fitness Equipment,
Inc. d/b/a Advanced Exercise Equipment Inc., 861 Southpark Drive, Suite 100, Littleton Colorado 80120,
and will be utilized at several of Denver’s recreation centers.

Base Rentals Payment Schedule

The following table sets forth the Base Rentals payable under the City’s 2012A Lease for the
Initial Term and each Renewal Term under such 2012A Lease, and assuming no exercise of the City’s
option to purchase the 2012A Leased Property prior to the end of the Final Renewal Term of such 2012A
Lease.

Annual Base Rentals Under the

City and County of Denver 2012A Lease1,2
(Rounded)

Fiscal Principal Interest Total

Year Portion Portion Base Rentals
2013 $ 65,000 $1,913 $ 66,913
2014 70,000 2,730 72,730
2015 70,000 1,575 71,575
$205,000 $6,218 $211,218
1
See also “APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A
SUPPLEMENTAL INDENTURE – The 2012A Leases.”
2
Does not include annual Reserve Fee to be paid by the 2012A Lessee pursuant to the 2012A-2 Lease.
Source: The Financial Advisors

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General Information Regarding the City

Location. Denver is located on the front range of the Rocky Mountains in the north-central part
of the State of Colorado. It is the capital of the State and is the service, retail, financial, transportation and
distribution center of the Rocky Mountain region. Over 2.8 million people, representing more than half
of the population of the State, currently reside in the Denver metropolitan area.
Organization. Denver was originally incorporated by a special act passed at the first session of
the Legislative Assembly of the Territory of Colorado, adopted and approved on November 7, 1861. The
State constitution was adopted by the people of the State on March 14, 1876, and the Territory was
admitted into the Union as a state by proclamation of President Grant on August 1, 1876. Article XX was
added to the State Constitution at the State’s general election in November 1902. Denver was
reorganized thereunder as the consolidated municipal government known as the City and County of
Denver and exists as a home rule city under the City Charter originally adopted by the City’s voters on
March 29, 1904. Denver is a single governmental entity performing both municipal and county functions.
Form of Government. The City Charter establishes a “strong-mayor” form of government. The
Mayor of the City is the chief executive, exercising all administrative and executive powers granted to the
City, except as otherwise delegated by the City Charter. The Mayor is elected every four years and is
limited to three consecutive terms. The legislative powers of the City are vested in the Denver City
Council, except as otherwise provided in the City Charter. The City Council consists of 13 members, two
of whom are elected on an at-large basis and 11 of whom are elected by districts, all for four-year terms
with a three-consecutive-term limit. Seven members constitute a quorum, and the vote of seven members
is necessary to adopt any ordinance or resolution. Ordinances passed by the City Council are subject to a
qualified veto by the Mayor (except certain ordinances concerning charter amendments or conventions).
The Mayor’s veto may be overridden by the vote of nine Council members.
The Manager of the Department of Finance serves as the chief financial officer and ex officio
Treasurer of the City. The Manager of the Department of Finance is responsible for the management of
the City’s debt and financial obligations and the appointment of the treasurer and assessor.
Source of Payment of the 2012A Lease
Denver’s obligations under its 2012A Lease are payable, subject to annual appropriation, from
any available funds of the City, although the City expects to meet such obligations from its General Fund,
which is the principal operating fund of the City.
Selected Financial Information

Accounting Policies. The accounting policies of the City conform to generally accepted
accounting principles as applicable to governments (“GAAP”). The accounts of the City are organized on
the basis of funds or account groups, each of which is considered a separate accounting entity. Such
Funds are segregated for the purpose of accounting for the operation of specific activities or attaining
certain objectives. The General Fund is the general operating fund of the City and is used to account for
all financial resources except those required to be accounted for in another Fund. See “Historical General
Fund Information” and “Major General Fund Revenue Sources” below. The City’s various other Funds
and account groups are described in the notes to the City’s annual financial statements. The City’s fiscal
year is the calendar year.
At the November 6, 2012, general election, the City’s electorate approved the following
de-Brucing measure (see “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW
APPLICABLE TO LESSEES – GENERAL FINANCIAL INFORMATION – Revenue and Spending
Limitations – TABOR”):
“Without increasing any tax rate or adopting any new tax, and in order to
pay for improvements to police, fire, streets, Denver Public Library,

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parks, after-school and summer programs for children and such services
as specified in City Council Bill 12-566 and published on the city’s web-
site, shall the City and County of Denver be authorized to collect, retain
and spend all tax revenue derived from the city’s existing gross tax rates
to the extent those revenues exceed the constitutional limitation on tax
revenue, also known as TABOR, beginning in 2013, provided that in no
event shall the city increase the maximum lawful property tax rate
without prior voter approval as required by Section 20(4)(a) of Article X
of the Colorado Constitution, and requiring specific annual reporting
requirements by the Manager of Finance to the mayor, the city auditor
and the city council on the disposition of these funds?”
Financial Statements. See generally “APPENDIX F – SUMMARY OF CERTAIN
PROVISIONS OF STATE LAW APPLICABLE TO LESSEES – GENERAL FINANCIAL
INFORMATION – Financial Statements and Audits.” Certain financial information regarding the City is
presented herein for fiscal years ending December 31, 2007-2011. The audited financial statements of the
City for such fiscal years are available for inspection at the Department of Finance, 201 West Colfax,
Department 1004, Denver, Colorado 80202, or on the City’s website (denvergov.org) under the
Controller’s webpage. However, the information presented on the City’s website is not a part of this
Official Statement and should not be relied upon in making an investment decision with respect to the
Series 2012A Certificates.
Historical General Fund Information

The following table sets forth a five year comparative operating history of the General Fund. The
major sources of revenue to the General Fund are sales and use taxes, charges for services and ad valorem
property taxes. Additional information about these particular revenue sources follows the table.
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City and County of Denver, Colorado

Comparative Statement of Revenues, Expenditures and Changes in Fund Balance in the General Fund
For the Years Ended December 31, 2007-2011
GAAP Basis
(Dollars in thousands)

2007 2008 2009 2010 2011

Revenues
Taxes:
Lodgers $ 13,483 $ 14,626 $ 11,921 $ 13,316 $ 15,203
Motor vehicle ownership fee 16,963 19,514 17,907 17,004 17,140
Occupational privilege1 21,376 43,040 39,534 41,650 40,959
Property 79,232 62,703 64,396 80,913 73,331
Sales and use 418,177 430,928 387,838 409,817 441,187
Telephone 3,231 3,104 2,761 2,787 2,759
Licenses and permits 28,094 27,763 23,229 28,571 29,714
Intergovernmental revenues 32,861 32,107 31,955 28,378 26,274
Charges for services 107,519 137,160 138,563 145,667 153,861
Investment income 18,717 11,692 4,512 6,476 8,096
Fines and forfeitures 34,253 38,416 41,389 44,322 55,090
Contributions 3 11 14 8 516
Other revenues 11,162 8,652 11,849 10,186 8,648
Total Revenues 803,549 829,716 775,868 829,095 872,778
Expenditures
Current:
General government 156,040 173,300 165,897 165,018 168,801
Public safety 400,469 424,718 429,718 431,060 444,721
Public works 84,310 81,710 79,506 75,962 84,263
Health 41,783 42,514 43,750 42,924 43,109
Parks and recreation 47,003 50,375 46,183 41,800 48,100
Cultural activities 31,386 32,531 32,222 30,203 33,152
Community development 17,499 17,209 16,343 14,918 14,608
Economic opportunity -- -- -- 353
Debt service:
Principal retirement 571 378 276 283 3,182
Interest 2,737 4,047 1,795 517 1,263
Total Expenditures 781,798 826,782 815,690 802,685 841,552
Excess (deficiency) of revenues over (under)
expenditures 21,751 2,934 (39,822) 26,410 31,226
Other Financing Sources (Uses)
Sale of capital assets 13 1,801
Capital leases -- 9,784 1,594 577 287
Capital leases restructured -- 260,000 1,307 -- --
Payment to escrow -- (250,290) -- -- --
Insurance recoveries 1 74 287 212 176
Operating transfers in 32,333 30,731 30,577 37,963 31,578
Operating transfers out (44,163) (67,591) (50,578) (44,122) (29,864)
Total Other Financing Sources (Uses), Net (11,816) (27,076) (18,407) (3,569) 2,177
Net Change in Fund Balances 9,935 (24,142) (58,229) 22,841 33,403
Fund Balance – January 1, as previously reported 185,656 195,591 171,449 113,220 136,061
Change in accounting principle – GASB 54 -- -- -- -- 44,846
Fund Balance – January 1, as restated 185,656 195,591 171,449 113,220 180,907
Fund Balances – December 31 $195,591 $171,449 $113,220 $136,061 $214,310
1
From 2008 through 2010, all of the occupational privilege tax collected was deposited to the General Fund in exchange for sending an
equivalent amount of property taxes to the Capital Improvement Fund.
Source: City and County of Denver Comprehensive Annual Financial Reports, 2007-2011

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Major General Fund Revenue Sources

The major sources of revenue to the City’s General Fund are sales and use taxes, charges for
services and ad valorem property taxes. Other revenue sources include intergovernmental revenues,
franchise fees and other taxes. The City Charter provides that the Manager of Finance is to collect taxes
in the same manner and at the same time as State taxes are collected. All laws of the State for the
assessment and collection of general taxes, including laws for the sale of property for taxes and the
redemption thereof are to apply, except as modified by the City Charter.

Sales and Use Taxes. The City’s general sales and use tax is the largest source of revenue to the
General Fund, historically accounting for approximately one-half of all General Fund revenues.

As of January 1, 2012, the general sales tax is a fixed rate of 3.62% imposed on the sale of all
tangible personal property not specifically exempted and on certain services. Collection of the 0.12%
sales tax increase commenced January 1, 2007. Additionally, there are separate sales tax surcharges for
short-term car rental, prepared food and beverages and aviation fuels. A portion of these charges is used
for debt service payments. The general use tax also is a fixed rate tax of 3.62% imposed on the storage,
use and consumption of tangible personal property not specifically exempted. In practice, sales and use
taxes are accounted for on a combined basis.

Revenues derived from 3.50% of the sales and use tax are credited to the General Fund, and the
revenues derived from 0.12% of the sales and use tax are restricted to funding increased access to and
quality of preschool programs for City residents, and therefore may not be used for General Fund
purposes.

In addition to the general sales and use tax, the City imposes a lodger’s tax at the rate of 10.75%
on the price of hotel, motel and similar temporary accommodations in the City. The City also imposes
sales tax surcharges on short-term car rentals, prepared food and beverages and aviation fuel. Automotive
vehicles hired, rented or leased for 30 days or less are taxed at a rate of 7.25%, of which the revenues
from 3.75% of such tax are credited to the General Fund. Food or drink served by or furnished in
restaurants is taxed at a rate of 4%, of which the revenues from 3.5% of such tax are credited to the
General Fund. The sale of aviation fuel is taxed at the rate of 4¢ per gallon, and one-half of the proceeds
derived from this tax is credited to the General Fund.

Only a portion of the food and drink tax, automobile rental tax and lodgers’ tax is reflected in the
General Fund’s sales and use tax line item. The balance of these revenues is pledged to certain excise tax
revenue bonds and recorded in other funds.

Set forth below are recent retail sales figures for the City.

City Retail Sales

2007-2011
Retail % Taxable %
Year Sales Change Sales Change
2007 $25,198,028,799 -- $11,988,413,092 --
2008 26,656,898,661 5.8% 12,417,182,355 3.6%
2009 22,946,879,929 (13.9) 10,305,080,072 (17.0)
2010 24,455,629,539 6.6 10,897,224,070 5.7
2011 24,207,049,840 (1.0) 11,545,331,473 5.9
Source: Colorado Department of Revenue

See also “See also “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE

LAW APPLICABLE TO LESSEES – SALES AND USE TAXES.”

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Charges for Services. Charges for City services constitutes the third largest source of revenue to
the General Fund. General Fund agencies bill individuals, businesses and other City funds for various
services, supplies and materials. Charges vary depending upon cost and are assessed to the individual or
entity benefiting from the provision of a specific service, supply or material.

Ad Valorem Property Taxes. Ad valorem property taxes constitute the third largest source of
revenue to the General Fund. The City Charter imposes a tax limit of 15 mills for all general municipal
purposes. This limit does not apply to taxes levied for the payment of general obligation bonded
indebtedness, to fund the City’s Social Services Fund, to provide for fire and police pensions, to fund a
City program for the developmentally disabled or taxes levied pursuant to a voter authorized 2.5 mill levy
increase for deferred capital maintenance. State case law permits the City to impose an additional
General Fund levy for functions ordinarily performed by counties in the State. Current State statutes
limiting mill levies imposed by counties do not apply to the City.

The following tables set forth selected statistics regarding the City’s ad valorem property taxes.
See “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO
LESSEES – AD VALOREM PROPERTY TAXES” for a discussion of the ad valorem tax process.

Historical City Assessed Valuation

Total Tax Net
Levy Year/ Assessed % Increment Assessed %
Collection Year Valuation Change Valuation1 Valuation2 Change
2006/2007 $ 9,034,550,220 -- $473,118,166 $ 8,561,432,054 --
2007/2008 3 10,660,627,490 18.0% 635,601,653 10,025,025,837 17.1%
2008/2009 10,863,244,130 1.9 677,117,213 10,186,126,917 1.6
2009/2010 3 12,012,342,720 10.6 735,524,709 11,276,818,011 10.7
2010/2011 11,960,083,760 (0.4) 783,582,379 11,176,501,381 (0.9)
2011/2012 3 10,937,453,830 (8.6) 736,636,866 10,200,816,964 (8.7)
2012/2013 10,812,315,270 (1.1) 750,170,508 10,062,144,762 (1.4)
1
This constitutes the incremental assessed valuation over a base value of a number of tax increment areas established within the City by the
Denver Urban Renewal Authority (“DURA”) and the Denver Union Station Downtown Development Authority “DUSDDA”). The taxes
derived from the application of the City’s mill levies to these incremental values are not remitted to the City but rather are remitted for a period
of time by the County Treasurer to DURA and DUSDDA.
2
This is the assessed valuation from which the City currently derives ad valorem property tax revenue.
3
Reassessment years. See “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO LESSEES – AD
VALOREM PROPERTY TAXES – Statutory Actual Value.”
Sources: State of Colorado, Department of Local Affairs, Division of Property Taxation, Annual Reports; and the Denver County Assessor’s
Office

2012 Assessed Valuation and Statutory

“Actual” Value of Classes of Property in the City
Property Class and 2012 2012
Assessment Rate Assessed Valuation1 Statutory “Actual” Value2
Residential (7.96%) $ 4,345,027,350 40.2% $54,585,770,800 71.0%
Vacant (29%) 193,881,940 1.8 668,558,400 0.9
Commercial (29%) 4,567,478,520 42.2 15,749,926,200 20.5
Industrial (29%) 120,329,280 1.1 414,928,500 0.5
Personal property (29%) 722,512,880 6.7 2,491,423,800 3.2
State assessed (29%) 863,085,300 80 2,976,156,200 3.9
$10,812,315,270 100.0% $76,886,763,900 100.0%
1
See “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO LESSEES – AD VALOREM
PROPERTY TAXES – Assessed Valuation.”
2
See “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO LESSEES – AD VALOREM
PROPERTY TAXES – Statutory Actual Value.”
Source: Denver County Assessor’s Office

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City Mill Levies

2006-2011
Mill Levies1
Levy Year/ Bond Total Amount
Collection Year2 General Redemption Capital Levy Levied
2006/2007 26.007 0.000 0.000 26.007 $234,961,548
2007/2008 27.119 0.000 0.000 27.119 289,105,557
2008/2009 14.105 7.580 4.850 26.535 288,256,183
2009/2010 13.034 7.580 4.694 25.308 304,008,370
2010/2011 15.919 7.580 2.544 26.043 311,476,461
2011/2012 18.267 7.580 2.572 28.419 310,831,500
1
One mill equals 1/10 of 1¢.
2
Mill levies for the 2012 levy year (2013 collection year) are required to be certified by December 15, 2012.
Sources: State of Colorado, Department of Local Affairs, Division of Property Taxation, Annual Reports

City General Fund Mill Levy Components

2006-2011
General Fund Mill Levies1
Levy Year/ Public Developmental Policemen’s Firemen’s Total Amount
Collection Year2 General3 Welfare Disabled Pension Pension Levy Levied
2006/2007 9.323 3.992 1.012 1.767 1.480 26.007 $234,961,548
2007/2008 6.306 3.630 1.013 1.607 1.345 27.119 289,105,557
2008/2009 6.389 3.698 1.011 1.636 1.371 14.105 153,226,058
2009/2010 5.867 3.394 1.013 1.502 1.258 13.034 156,568,875
2010/2011 8.455 3.556 1.019 1.572 1.317 15.919 190,392,573
2011/2012 9.805 4.101 1.030 1.812 1.519 18.267 199,794,469
1
One mill equals 1/10 of 1¢.
2
Mill levies for the 2012 levy year (2013 collection year) are required to be certified by December 15, 2012.
3
In collection years 2008 through 2012, the City applied additional mills of 2.285, 2.350, 2.170, 2.281 and 2.631, respectively, to the City’s
Capital Improvement Project Fund instead of its General Fund. The City has in turn redirected the occupational privilege tax previously
credited to the Capital Improvement Project Fund to the General Fund. These actions were designed to create greater stability in General Fund
revenues due to the historically more predictable occupational privilege tax revenues. Further, these actions take into account the temporary
mill levy rate reductions as needed to comply with TABOR. See “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE
LAW APPLICABLE TO LESSEES – GENERAL FINANCIAL INFORMATION – Revenue and Spending Limitations – TABOR.”
Sources: State of Colorado, Department of Local Affairs, Division of Property Taxation, Annual Reports

Other An occupational privilege tax is levied on each employee earning $500 or more per month
who performs services within the City for an employer for any period of time and on each non-exempt
employer operating within the City for any period of time. Proceeds are used to partially compensate for
the City’s services as an employment center. Prior to 2008, 50% of the revenues from the occupational
privilege tax was credited to the General Fund and 50% of such revenues were credited to the Capital
Improvement Project Fund. Effective Fiscal Year 2008, all of the revenues from the occupational
privilege tax are credited to the General Fund in exchange for a portion of property taxes that historically
were deposited to the General Fund, being reallocated to the Capital Improvement Project Fund.
Other taxes and fees collected by the City and accounted for in the General Fund include the
lodgers’ tax, which is levied on the purchase price of hotel, motel and similar temporary accommodations
in the City; the automobile ownership tax, which is levied on all motor vehicles registered with the City’s
Division of Motor Vehicles and is based on the age and value of the vehicle; franchise fees, which
include the utility franchise fee imposed upon Xcel Energy for its franchise to serve customers in the City
and the franchise fee imposed on Comcast for operation of its cable television franchise within the City;
and the telecommunications business tax, which is imposed on providers of local exchange
telecommunication service based upon the number of customer accounts.
Intergovernmental revenues received by the City include State grants and other revenues.
Various highway taxes and fees collected by the State, and the State-imposed cigarette tax, is also shared
with local governments, including the City.

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Budget Summary and Comparison

The following table sets forth a summary and comparison of the fiscal year 2012 and fiscal year
2013 budgets for the City’s General Fund. The City prepares its General Fund budget using modified
accrual basis of accounting. See also “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF
STATE LAW APPLICABLE TO LESSEES – GENERAL FINANCIAL INFORMATION – Budgets and
Appropriations.” Amendments to the budget are anticipated as the result of the passage of the de-Brucing
measure discussed in “Selected Financial Information – Accounting Policies” above.
City and County of Denver, Colorado
General Fund Budget Comparison for Fiscal Years 2012 and 2013
Budgetary Basis
(Dollars in thousands; rounded)

2012 2012 2013

Original Revised Adopted
Budget Budget Budget
Revenues
Taxes $628,919 $632,276 $660,284
Licenses and permits 28,219 29,485 29,255
Intergovernmental revenues 27,274 26,785 26,901
Charges for services 154,078 155,183 158,747
Investment income 4,174 3,796 3,382
Fines and forfeitures 59,590 60,386 61,778
Other revenue 6,085 5,420 5,427
Total Financing Sources 908,338 913,330 945,774
Expenditures
General government $217,035 $218,938 $223,029
Public safety 460,591 460,833 472,172
Public works 85,291 85,291 89,467
Health 43,827 43,827 44,145
Parks and recreation 46,840 46,872 48,405
Cultural activities 32,105 32,179 34,389
Total operations 885,689 887,939 911,606
Transfers to other City Funds 40,727 40,886 50,915
Annual Appropriations 925,415 928,825 962,522
Merit reserve 4,700 4,700 --
Estimated unspent appropriations (17,500) (17,500) (15,500)
Additional budget reductions -- (3,000) (2,400)
General Fund contingency 18,622 17,211 19,208
Total Expenditures 932,237 930,236 963,830
Net Increase (Decrease in Fund Balance (23,899) (16,906) (18,056)
Undesignated Fund Balance - January 1 123,895 147,892 130,986
Undesignated Fund Balance - December 31 $ 99,996 $130,986 $112,930
Prepaid items and other reserves 20,475 20,594 20,594
Total Fund Balance – December 31 $120,471 $151,580 $133,524
Source: City and County of Denver fiscal year 2012 and fiscal year 2013 budgets

Debt Structure of the City

The City Charter provides that bonds, other securities and other similar obligations may be made
by ordinance. Under the City Charter general obligation bonded debt, excluding bonds issued by the
Denver Water Board, is subject to a limitation of 3% of the actual value of taxable property within the
City. See the City’s fiscal year 2011 financial statements for the outstanding financial obligations of the
City as of December 31, 2011.

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EVANS FIRE PROTECTION DISTRICT

CITY OF EVANS, COLORADO

The 2012A Leased Property

The 2012A Leased Property under the 2012A Lease to be entered into by the Evans Fire
Protection District, City of Evans, Colorado (“EFPD” or the “District”), will consist of the following
vehicle:

1,500 gallon per minute triple combination pumper (pump, water tank
and hose bed) with a 78 foot rear mount aerial ladder, commonly called a
“quint,” with a two axle (single rear axle) chassis and custom cab-
forward body.

The vehicle will be purchased from Rosenbauer/Minnesota Division, LLC (the “Vendor”),
pursuant to an Apparatus Purchase Agreement (“Purchase Agreement”) entered into by and between the
District and the Vendor in July of 2012. Pursuant to the Purchase Agreement, the District agrees to
purchase the vehicle and associated equipment for the total amount of $683,899. The vehicle is to be
delivered within 360 calendar days from the date the Purchase Agreement was signed, subject to
modification as provided in the Agreement. The purchase price for the vehicle is to be paid in accordance
with the following schedule: (a) the cost of the vehicle chassis is payable upon delivery thereof to the
Vendor’s manufacturing facility, and (b) the balance of the purchase price is payable within ten business
days from the delivery of the vehicle to and acceptance by the District.

All direct and indirect financial obligations of the District under the Purchase Agreement are
subject to appropriation, budgeting and availability of funds to discharge such obligations. The Purchase
Agreement does not pledge District’s credit or faith, directly or indirectly, to the Vendor. If the Board
fails to appropriate funds for the District’s obligations under the Purchase Agreement for a calendar year,
the Agreement will terminate immediately upon the expiration of 30 days from the date of non-
appropriation, and the District will have no further obligation to the Vendor under the Agreement. No
provision of the Purchase Agreement is to be construed or interpreted (i) to directly or indirectly obligate
the District to make any payment in any fiscal year in excess of amounts appropriated for such fiscal year;
(ii) as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation
whatsoever of the District within the meaning of Article XI, Section 6 or Article X, Section 20 of the
State constitution or any other constitutional or statutory limitation or provision; (iii) as a delegation of
governmental powers by the District; (iv) as a loan or pledge of the credit or faith of the District or as
creating any responsibility by the District for any debt or liability of any person, company or corporation
within the meaning of Article XI, Section I of the State constitution; or (v) as a donation or grant by the
District to, or in aid of, any person, company or corporation within the meaning of Article XI, Section 2
of the State constitution.

Base Rentals Payment Schedule

The following table sets forth the Base Rentals payable under the District’s 2012A Lease for the
Initial Term and each Renewal Term under such 2012A Lease, and assuming no exercise of the District’s
option to purchase the 2012A Leased Property prior to the end of the Final Renewal Term of such 2012A
Lease.

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Annual Base Rentals Under the

Evans Fire Protection District 2012A Lease1,2
(Rounded)

Fiscal Principal Interest Total

Year Portion Portion Base Rentals
2013 $ 70,000 $ 11,494 $ 86,494
2014 65,000 20,035 85,035
2015 70,000 18,962 83,962
2016 70,000 17,500 82,500
2017 70,000 15,875 85,875
2018 75,000 13,950 83,950
2019 75,000 11,850 86,850
2020 75,000 9,225 84,225
2021 75,000 6,600 86,600
2022 80,000 3,400 88,400
$725,000 $128,891 $853,891
1
See also “APPENDIX A – THE 2012A-1 LEASE, THE 2012A-2 LEASE, THE MASTER INDENTURE AND THE 2012A
SUPPLEMENTAL INDENTURE – The 2012A Leases.”
2
Does not include annual Reserve Fee to be paid by the 2012A Lessee pursuant to the 2012A-2 Lease.
Source: The Financial Advisors

General Information Regarding the District

Organization and General Description. The Evans Fire Protection District is a special district
organized in November of 2011 pursuant to the Special District Act and by order and decree of the
District Court in and for Weld County, Colorado. The District was organized for the purpose of
providing the fire suppression, fire prevention and public education, rescue, extrication and emergency
medical services (collectively, “emergency services”) within the boundaries of the home rule City of
Evans, previously provided by the city’s fire rescue department. The District boundaries include all
portions of the City of Evans, except for a small area of the city south of the South Platte River which is
in the LaSalle Fire Protection District, or an area of approximately 3.8 square miles and having a 2011
population of approximately 18,943. The District and the City of Evans are located in Weld County
along U.S. Highway 285 immediately south of Greeley and northeast of the Denver metropolitan area.

In 2010, the City Council of the city established a task force to develop a service plan for the
proposed District (the “Service Plan”). The Service Plan was approved by the City Council on March 15,
2011, and on November 1, 2011, the city’s voters, also being the voters of the proposed District, approved
the organization of the District, and in connection therewith approved: (i) an intergovernmental agreement
between the District and the city (the “IGA”) for the transfer of emergency services between the city and
the District, the city’s financial support during the transition, cooperation between the city and the District
and their future relationship and other similar issues, as multiple fiscal year financial obligations of the
city and the District; and (ii) an increase in District taxes by an amount raised from a levy of 5.500 mills
annually, such revenues to constitute a voter-approved revenue change within the meaning of TABOR
and an exception to the 5.5% statutory revenue limitations discussed in “APPENDIX F – SUMMARY
OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO LESSEES – GENERAL
FINANCIAL INFORMATION – Revenue and Spending Limitations.”

The IGA provides an agreed-upon process for the organization and operation of the District,
including an agreement by the city to provide financial support to the District until the District receives
sufficient independent revenue to support all of its operations.

The IGA provides for a transition period, which is the period from the date of organization of the
District until and the date when Step Two of the Funding Process has been accomplished the District has
received sufficient ad valorem revenues and other funds to be financially capable of providing the

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emergency services directly to the citizens and property within its jurisdiction and boundaries. During
this period, all of the City’s emergency services personnel have remained employees or volunteers of the
city and the city has retained ownership of the fire apparatus, fire equipment, fire stations, fire
administration office, training equipment and training site. The City has leased such personnel, apparatus,
equipment and facilities to the District.

At the May 2012 regular election of the District, voters approved an increase in District taxes by
an amount raised from a levy of 10.000 mills annually (in addition to the existing 5.500 mills), such tax
increase to be an offset as a result of the City of Evans having passed an ordinance on March 6, 2012,
decreasing its property tax by 10.000 mills beginning in levy year 2012 (2013 collection year), with such
revenues to constitute a voter-approved revenue change within the meaning of TABOR and an exception
to the 5.5% statutory revenue limitations discussed in “APPENDIX F – SUMMARY OF CERTAIN
PROVISIONS OF STATE LAW APPLICABLE TO LESSEES – GENERAL FINANCIAL
INFORMATION – Revenue and Spending Limitations.”

As a result of this tax increase, which will first be levied in December of 2012 for collection in
2013, the transition period under the IGA is scheduled to terminate at the end of 2012, whereupon the city
is to transfer all costs and physical assets of fire protection and emergency services to the District,
including all personnel, volunteers, equipment, apparatus, light vehicles and facilities.

The IGA will continue until terminated, which may occur only upon satisfaction of the following
conditions: (i) an Amended Service Plan that is mutually acceptable to the Board and the City Council is
submitted to the City Council for approval pursuant to the Special District Act; (ii) the proposed
Amended Service Plan removes the IGA as an exhibit to the Amended Service Plan and adequately
provides for the continued financial viability, and the efficient and effective administration and operation,
of the District without the terms, conditions and covenants set forth in the IGA; (iii) the City Council
approves the Amended Service Plan; and (iv) the Amended Service Plan is recorded with the Weld
County Clerk and Recorder.

Governing Board and Administration. The District is governed by a five member Board of
Directors. The Board is responsible for the overall management and administration of the affairs of the
District. However, the day-to-day administration of the District is conducted by the Fire Chief. The
majority of the administrative services of the District currently are provided by the City of Evans in
accordance with the District’s Service Plan and the IGA. The District also retains various independent
professionals for the provision of specialized services such as legal services. See also generally
“APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO
LESSEES – SPECIAL DISTRICTS – GOVERNMENTAL IMMUNITY.”

Emergency Services. The District provides emergency services to the citizens and property
within its boundaries. The District has also assumed the city’s obligations, and has the city’s rights, under
the mutual and/or automatic aid agreements with area fire protection districts and authorities.

The District currently has 12 paid firefighters and officers (three captains and nine firefighters),
nine part‐time firefighters and officers, one training and volunteer coordinator (captain) and one assistant
chief (vacant in 2013). Positions for 36 volunteer firefighters are authorized in emergency response
operations although not all positions are filled at any given time.

Source of Payment of the 2012A Lease

The District’s obligations under its 2012A Lease are payable, subject to annual appropriation,
from any available funds of the District, although the District expects to meet such obligations primarily
from its General Fund, which is the principal operating fund of the District.

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Financial Information

See generally “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW

APPLICABLE TO LESSEES – GENERAL FINANCIAL INFORMATION.”

Accounting Policies. The District currently maintains four Funds to account for its operations:
the General Fund, the Capital Replacement Fund, the Training Facility Fund and the Volunteer
Firefighters Pension Fund. The sources of revenue to the District are described in “District Revenue
Sources” below.

Financial Statements. The District was organized and commenced operations as an independent
legal entity in November of 2011 and has yet to complete a full fiscal year of operations. The District
qualified for an exemption from the audit requirement for fiscal year 2011. See “APPENDIX F –
SUMMARY OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO LESSEES –
GENERAL FINANCIAL INFORMATION – Financial Statements and Audits.” The District prepares
unaudited monthly financial summaries which are available for inspection at the District’s Administrative
Office at 1100 37th Street, Evans, Colorado 80620, or on the District’s website at
http://www.evansfiredistrict.org. However, the information presented on the District’s website is not a
part of this Official Statement and should not be relied upon in making an investment decision with
respect to the Series 2012A Certificates.

District Revenue Sources

The revenues currently received by the District include ad valorem property taxes, amounts
contributed to the District by the City of Evans pursuant to the provisions of the IGA plus several smaller
categories of revenues including specific ownership taxes (a tax imposed by the State in connection with
the registration of certain motor vehicles, which taxes are collected by the county and allocated
proportionally among taxing entities in the county based on the amount of taxes levied), fees, interest and
contractual revenue from the a mutual aid agreement with the LaSalle Fire Protection District. In 2013,
the City of Evans also is obligated under the IGA to make a one‐time contribution to the District of
$300,000 in order to establish the District’s operating reserve.

Ad Valorem Property Taxes. Ad valorem property tax revenue is budgeted to be the second
largest source of revenue to the District in 2012. However, beginning in 2013, ad valorem property tax
revenue is expected to be the primary source of revenue to the District.

The following tables set forth selected statistics regarding the District’s ad valorem property
taxes. See also “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW
APPLICABLE TO LESSEES – AD VALOREM PROPERTY TAXES” for a discussion of the ad
valorem tax process.

Historical District Assessed Valuation

Levy Year/ Assessed %
Collection Year Valuation Change
2011/2012 $109,323,710 --
2012/2013 110,234,100 0.8%
Sources: State of Colorado, Department of Local Affairs, Division of Property Taxation, Annual Reports; and the Weld County Assessor’s Office

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2012 Assessed Valuation and Statutory “Actual”

Value of Classes of Property in the District
(Totals may not add due to rounding)

Property Class and 2012 2012

Assessment Rate Assessed Valuation1 Statutory “Actual” Value2
Residential (7.96%) $ 54,146,940 49.1% $680,199,266 81.5%
Vacant (29%) 4,024,210 3.7 13,876,442 1.7
Commercial (29%) 30,504,940 27.7 105,188,917 12.6
Industrial (29%) 2,396,050 2.2 8,262,300 1.0
Agricultural (29%) 265,290 0.2 913,536 0.1
Oil and gas (87.5%) 17,996,220 16.3 23,038,106 2.8
Minerals (29%) 300 0.0 1,051 0.0
State assessed (29%) 900,150 0.8 3,103,977 0.4
$110,234,100 100.0% $834,583,595 100.0%
1
See “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO LESSEES – AD VALOREM
PROPERTY TAXES – Assessed Valuation.”
2
See “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO LESSEES – AD VALOREM
PROPERTY TAXES – Statutory Actual Value.”
Source: Weld County Assessor’s Office

District Mill Levies

2011-2012
Levy Year/ General Amount
Collection Year Mill Levy1 Levied
2011/2012 5.500 $ 601,280
2012/20132 15.500 1,709,123
1
One mill equals 1/10 of 1¢.
2
As currently budgeted. Mill levies for the 2012 levy year (2013 collection year) are required to be certified to the to the board of county
commissioners of Weld County by December 15, 2012, after receipt of the final certification of the District’s assessed valuation.
Sources: State of Colorado, Department of Local Affairs, Division of Property Taxation, 2012 Annual Report; and the District 2013 Budget

Annual Contribution from the City. Under the IGA, the City agrees to contribute to the District
annually an amount equal to the District’s approved annual budget less the amount that the District
anticipates collecting from its ad valorem property tax during such budget year. This amount is intended
to constitute the approximate amount of funding that the City had been providing annually to its fire
rescue department. However, if the percentage increase in the city’s annual contribution would be greater
than the increase in the Consumer Price Index (defined in the IGA as the United States Department of
Labor, Bureau of Labor Statistics, Consumer Price Index, all Urban Consumers, all items,
Denver/Boulder/Greeley Urban (1982-84=100), or the successor of that Index), the District is required to
obtain the approval of the City Council for such an increase prior to adopting the District’s budget.
Absent such approval, the percentage increase in annual contribution is limited to the percentage increase
in the Consumer Price Index. The city is to pay the annual contribution to the District in four equal
payments on or before the first day of January, April, July and October of each year.

Pursuant to the IGA, if at any time an objective analysis of the District’s budget and most recent
audited financial statements demonstrates that the District’s revenue from all sources (other than the city’s
annual contribution) is sufficient to support and sustain the District’s level of emergency services into the
future, and that the annual contribution will no longer be needed in the best interests of the District, the
city and the community, the city may take action to permanently terminate its annual contribution to the
District in accordance with the terms of the IGA.

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Other Amounts Payable by the City under the IGA

TABOR Reserve Payment. The IGA provides that within 90 days of the date of organization of
the District, the city was to make a one-time payment to the District of an amount sufficient to allow the
District to fully fund the 3% emergency reserve obligation required by TABOR as discussed in
“APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW APPLICABLE TO
LESSEES – GENERAL FINANCIAL INFORMATION – Revenue and Spending Limitations.”

Transfer of Emergency Contingency Fund Revenue. On or before April 15, 2013 (being the
year following the increase in the District’s mill levy authorized at the District’s May 2012 regular
election described above in “General Information Regarding the District – Organization and General
Description”), the city is to remit to the District a portion of the funds no longer required to be held in the
city’s Emergency Contingency Fund as a result of a reduction in the amount of funds the city is paying
for emergency services in a given fiscal year. Such amount has been agreed to by the parties as being
$300,000. The District is to use this amount to begin capitalizing a reserve fund.

Budget Summary and Comparison

The following table sets forth a summary and comparison of the fiscal year 2012 and 2013
budgets for the District’s General Fund. See also “APPENDIX F – SUMMARY OF CERTAIN
PROVISIONS OF STATE LAW APPLICABLE TO LESSEES – GENERAL FINANCIAL
INFORMATION – Budgets and Appropriations.”

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Evans Fire Protection District

General Fund Budget Comparison for Fiscal Years 2012 and 2013
Budgetary Basis
2012 2013
Revised Adopted
Budget Budget
Beginning Fund Balance $ -- $ 213,965
Revenues
General property tax 601,282 1,709,123
Specific ownership tax 44,693 116,405
IGA 1,421,916 440,375
Interest 2,068 1,682
LaSalle Fire Protection District Agreement 3,000 6,000
Permit fees 1,500 1,500
Miscellaneous 14,310 0
City of Evans one-time payments under the IGA1 16,000 300,000
Total Revenues 2,104,769 2,575,085
Expenditures
District administration 102,717 91,387
District operations 1,722,446 1,812,367
Asset management plan2 84,345 62,506
Apparatus replacement lease3 90,000 85,975
Total Operating Expenditures 1,999,508 2,052,234
Other Financing Uses
Transfer to Capital Replacement Fund 28,000 87,114
Transfer to Training Facility Fund 10,000 10,150
Total Other Financing Uses 38,000 97,264
Total Expenditures 2,037,508 2,149,498
Excess Revenue Over (Under) Expenditures1 67,261 125,587
Ending Fund Balance $ 67,261 $ 639,551
1,4
TABOR Reserve (3% of revenue) 63,143 --
Operating Reserve -- 515,596
Available Funds $ 4,118 $ 123,955
1
The 2012 payment constitutes the amount required to fund the District’s TABOR reserve requirement. The 2013 payment constitutes a transfer
related to a decrease in the city’s required emergency funding. Such amount is not included in the calculation of “Excess Revenue Over
(Under) Expenditures.” See “Other Amounts Payable by the City under the IGA” above.
2
This constitutes the routine replacement of capital equipment with a value of over $1,000 and less than $100,000 and with a service life over
one year.
3
Includes payments under the 2012A Lease in 2013.
4
The TABOR reserve is the minimum reserve required until the property tax transfer is complete, at which time the operating reserve
requirement will exceed the TABOR reserve requirement.
Source: District 2013 budget

Debt Structure of the District

See “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF STATE LAW

APPLICABLE TO LESSEES – FINANCIAL OBLIGATIONS” for a discussion of State laws applicable
to the authority of special districts, such as the District, to issue, incur or enter into various types of
financial obligations. The District currently has no outstanding financial obligations other than the
Purchase Agreement.

* * *

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