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TRUST INDENTURE
<br /> THIS TRUST INDENTURE (this "Indenture"), dated as of , 2022, is by and between
<br /> the COUNTY OF HAWAII, a political subdivision of the State of Hawaii (the "County"), and U.S.
<br /> BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly
<br /> organized and existing under the laws of the United States of America,as trustee(the"Trustee").
<br /> WITNESSETH:
<br /> WHEREAS, pursuant to Chapter 32, Hawaii CountyCode 1983 (2016 Edition, as Amended)
<br /> ("Chapter 32"),and Ordinance No. 21-67 of the County enacted in accordance therewith,as amended by
<br /> the below-mentioned Bond Ordinance (the "Ordinance of Formation"), the County has established a
<br /> community facilities district designated as "Hawaii County Community Facilities District No. 1-2021
<br /> (Kaloko Heights Project)" (the "District") for the purpose of financing the acquisition and construction
<br /> of certain special improvements (as more fully described in the Ordinance of Formation, the
<br /> "Improvements");and
<br /> WHEREAS,the County is authorized under Chapter 32 and the Ordinance of Formation to levy
<br /> special taxes (the "Special Taxes") to fund all or a portion of the costs of the Improvements and to pay
<br /> the debt service on special tax revenue bonds issued to fund such costs; and
<br /> WHEREAS, pursuant to Ordinance No. 22-33 of the County (the "Bond Ordinance"), the
<br /> County has (i) authorized the issuance of up to $22,000,000 aggregate principal amount (excluding
<br /> refunding bonds) of special tax revenue bonds (collectively, including the "2022 Bonds" as hereinafter
<br /> defined, the "Bonds")to fund all or a portion of the costs of the Improvements, all secured by a pledge
<br /> of the Special Taxes as herein provided, and (ii) amended certain provisions of the Ordinance of
<br /> Formation pertaining to the enforcement of the lien of the Special Taxes relating to the security for the
<br /> Bonds;and
<br /> WHEREAS, pursuant to Resolution No. of the County Council (the "2022 Series
<br /> Resolution"), the County has authorized an initial series of Bonds (the "2022 Bonds") in an aggregate
<br /> principal amount not to exceed$ ;and
<br /> WHEREAS, the County and the Trustee are entering into this Indenture to provide for the
<br /> authentication and delivery of the Bonds (initially, the 2022 Bonds), to establish and declare the terms
<br /> and conditions upon which the Bonds are to be issued and secured and to secure the payment of the
<br /> principal thereof,premium, if any,and interest thereon;and
<br /> WHEREAS,the County has determined that all acts and proceedings required by law necessary
<br /> to make the Bonds, when executed by the County, authenticated and delivered by the Trustee and duly
<br /> issued, the valid, binding and legal special obligations of the County, and to constitute this Indenture a
<br /> valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have
<br /> been done and taken, and the execution and delivery of this Indenture has been in all respects duly
<br /> authorized;
<br /> NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH, that in order to
<br /> secure the payment of the principal of, premium, if any, and the interest on all Bonds at any time
<br /> issued and Outstanding (as hereinafter defined) under this Indenture, according to their tenor, and to
<br /> secure the performance and observance of all the covenants and conditions therein and herein set
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