Definitions

Unless the context otherwise requires, the terms defined in THIS Section shall for all purposes of THIS Indenture, and of any indenture supplemental hereto and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Act Act means Section____ of Title 5, Guam Code Annotated, as amended, and as it may from time to time hereafter be amended or supplemented with respect to the Bonds. Annual Debt Service Annual Debt Service means, as of any date of calculation, the sum of

(1)the interest falling due on then Outstanding Bonds (assuming that all then Outstanding Serial Bonds are retired on their respective maturity dates and that all then Outstanding Term Bonds are retired at the times of and in amounts provided for by the Mandatory Sinking Account Payments applicable to such Term Bonds),

(2)the principal amount of then Outstanding Serial Bonds falling due by their terms, and

(3)the aggregate amount of all Mandatory Sinking Account Payments required; all as computed for any Bond Year. Bond Expense Fund Bond Expense Fund means the fund by that name established pursuant to § 5.01. COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS Bond Expenses Bond Expenses means the fees and expenses of the Fiduciaries, fees for any Credit Facility, including any instrument designated by a Supplemental Indenture as providing supplemental credit support for a Series of Bonds, Costs of Issuance not paid from the proceeds of Bonds, expenses of any audit report provided pursuant to § 6.06 hereof, fees for any Opinion of Counsel, and any other casts or expenses designated as Bond Expenses by a Supplemental indenture. Bond Fund Bond Fund means the fund by that§ name established pursuant to § 5.01. Bond Reserve Fund Bond Reserve Fund means the fund by that name established pursuant to § 5.01. Bond Reserve Fund Requirement Bond Reserve Fund Requirement means

(a)for any date of calculation, an amount equal to the least of

(i)Maximum Annual Debt Service,

(ii)ten percent (10%) of the proceeds received from the sale of the Series then having Bonds Outstanding, or

(iii)one hundred twenty-five percent (125%) of average Annual Debt Service on the Series then having Bonds Outstanding; or

(b)such greater amount as may be specified by Supplemental Indenture providing for the issuance of a Series of Bonds; which in each case may be satisfied in whole or in part by a Credit Facility as provided in § 5.04. Bond Year Bond Year means the period of twelve consecutive months ending on __________ in any year in which Bonds are or will be Outstanding. Bonds, Serial Bonds, Term Bonds, 1997 Series A Bonds Bonds means the Government of Guam Limited Obligation Infrastructure Improvement Bonds, authorized by, and at any time Outstanding pursuant to, THIS Indenture. COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS Serial Bonds means the Bonds, falling due by their terms on specified dates, for which no Mandatory Sinking Account Payments are provided. Term Bonds means the Bonds payable at or before their specified maturity date or dates from Mandatory Sinking Account Payments established for that purpose and calculated to retire such Bonds on or before their specified maturity date or dates. 1997 Series A Bonds means the Government of Guam Limited Obligation Infrastructure Improvement Bonds, 1997 Series A, issued hereunder. Business Day Business Day means any day on which banks in the cities in which the Principal Offices of the Trustee and each Credit Provider are located are not required or authorized to close and on which the New York Stock Exchange is not closed. Certificate. Order Request, Requisition, or Statement of the Government Certificate, Order, Request, Requisition and Statement mean, respectively, a written certificate, order, request, requisition or statement executed by the Governor, the Director of Administration or such other person as may be designated and authorized by the Governor to sign for the Government. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. If and to the extent required by § 1.02, each such instrument shall include the statements provided for in § 1.02. Code Code means the Internal Revenue Code of 1986, and reference to any section or other provision thereof shall include any successor provision and any regulations thereunder. Construction Fund Construction Fund means the fund by that name created pursuant to § 3.03. COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS Costs of Issuance Costs of Issuance means all items of expense directly or indirectly payable by or reimbursable to the Government and related to the authorization, issuance, sale and delivery of the Bonds, including but not limited to advertising costs, Bond and official statement printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of the Trustee, the Depositary and the Registrar, legal fees and charges, fees and disbursements of consultants and professionals, Rating Agency fees, fees and charges for preparation,, execution, transportation and safekeeping of Bonds and any other cost, charge or fee in connection with the original issuance of Bonds. Credit Agreement Credit Agreement means any agreement between the Government and a Credit Provider pursuant to which such Credit Provider agrees to provide a Credit Facility. Credit Facility Credit Facility means the [Municipal Bond Insurance Policy], dated not later than the date of initial issuance and delivery of the 1997 Series A Bonds, issued by the Credit Provider for the 1997 Series A Bonds, or any substitute therefor permitted hereby, and any other insurance policy, surety bond, letter of credit or other instrument designated by a Supplemental Indenture as providing supplemental credit support for a Series of Bonds. Any Credit Facility delivered with respect to a Series of Bonds in substitution for the Credit Facility theretofore in effect with respect to such Series must

(i)be delivered to the Trustee before the stated expiration date of the Credit Facility theretofore in effect; and

(ii)be accompanied, upon such delivery to the Trustee, by a written statement of each Rating Agency to the effect that the rating then assigned by such Rating Agency to such Series will not be reduced or withdrawn as a result of such substitution. Credit Provider Credit Provider means [AMBAC Indemnity Corporation] or the issuer of any substitute Credit Facility, and any other person, COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS firm or entity designated in a Supplemental Indenture as providing supplemental credit support for a Series of Bonds. Depositary Depositary means [Depositary], a [_______] banking [corporation] organized under the laws of the _______________, or its successor, as Depositary hereunder as provided in § 8.01. Director of Administration Director of Administration means the Director of Administration of the Government of Guam or any successor to the rights, powers and obligations thereof under the Act with respect to the Bonds. Event of Default Event of Default means any of the events specified in § 7.01. Fiduciaries Fiduciaries means the Trustee, the Depositary, the Registrar and any Paying Agents. Fiscal Year Fiscal Year means the period beginning on October 1 of each year and ending on the next succeeding September 30, or any other twelve-month period hereafter selected and designated as the official fiscal year period of the Government. Government Government means the Government of Guam or any successor to the rights, powers and obligations thereof under the Act with respect to the Bonds. Governor Governor means the Governor of Guam or any successor to the rights, powers and obligations thereof under the Act with respect to the Bonds. Holder or Bondholder Holder or Bondholder means the person in whose name a Bond is registered. COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS Hotel Room Taxes Hotel Room Taxes means the taxes now imposed by Section _____ of Title _____, Guam Code Annotated, as amended, together with all other hotel room taxes hereafter required to be levied under the Act and THIS Indenture for the payment of the Bonds, the interest thereon, Bond Expenses and for the maintenance of the Bond Reserve Fund. Indenture Indenture means THIS Indenture, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture. Independent Independent means, when used with respect to any given person, that such person (who may be selected and paid by the Government) is acceptable to the Trustee and

(1)is in fact independent and not under domination of the Government;

(2)does not have any substantial interest, direct or indirect, with the Government; and

(3)is not connected with the Government as an officer or employee of the Government, but who may be regularly retained to provide services to the Government. Independent Consultant Independent Consultant means any Independent certified public accountant, Independent engineer or other Independent consultant, who is in any case experienced in the preparation of feasibility studies for use in connection with the financing of infrastructure improvements. Infrastructure Improvement Projects Infrastructure Improvement Projects means any project described in Section ________(a)(3) of the Act. Interest Payment Date Interest Payment Date means May 15 and November 15 of each year, commencing _________. Investment Securities COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS Investment Securities means any investment securities which at the time are legal investments under the laws of the Government of Guam for moneys held hereunder and then proposed to be invested therein. Legislature Legislature means the Legislature of Guam or any successor to the rights, powers and obligations thereof under the Act with respect to the Bonds. Mandatory Sinking Account Payment Mandatory Sinking Account Payment means, as of any date of calculation with respect to any Series of Bonds, the amount required by THIS Indenture or any Supplemental Indenture to be paid by the Government on a given date for the retirement of Term Bonds of such Series. Maximum Annual Debt Service Maximum Annual Debt Service means, for any date of calculation, Annual Debt Service computed for the Bond Year thereafter in which such amount shall be largest. Opinion of Counsel Opinion of Counsel means a written opinion addressed to the Government of nationally recognized bond counsel (who may be counsel for the Government) selected by the Government. If and to the extent required by the provisions of § 1.02, each Opinion of Counsel shall include the statements provided for in § 1.02. Outstanding Outstanding, when used as of any particular time with reference to Bonds, means (subject to the provisions of § 11.09) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under THIS Indenture except

(1)Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;

(2)Bonds with respect to which all liability of the Government shall have been discharged in accordance with