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HomeMy WebLinkAboutBill No. 20-22 Amending Bond Ordinance_City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI_Genesis Project)Filed in Clerk's Office Fled in Clerk's Office APR ? n 2027_APR 1 9 2022BILLN0. D JONES DAWN M. JONESCITYCLERK, SOUTH BEND, IN CITY CLERK SOUTH BEND IN 'ORDINANCE NO. AN ORDINANCE SUPPLEMENTING AND AMENDING ORDINANCE NO. 9722-06, ORDINANCE NO. 9968-09, AND ORDINANCE NO. 10142-11 PERTAINING TO THE CITY OF SOUTH BEND, INDIANA VARIABLE RATE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2007 (PEI/GENESIS PROJECT) (THE "BONDS"), APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A THIRD AMENDED AND RESTATED TRUST INDENTURE, A THIRD AMENDED AND RESTATED LOAN AGREEMENT AND OTHER DOCUMENTS RELATED TO THE BONDS AND AUTHORIZING PROPER OFFICERS TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION THEREWITH AND APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO STATEMENT OF PURPOSE AND INTENT The City of South Bend, Indiana (the "City") is a political subdivision of the State of Indiana,and by virtue of Title 36,Article 7,Chapters 11.9 and 12,of the Indiana Code,as amended the"Act"), is authorized and empowered to adopt this Ordinance and to carry out its provisions. Pursuant to Ordinance No. 9722-06, adopted by this Common Council (the"Council") of the City on or about November 27, 2006 (the"Original Ordinance"),the City on or about January 30, 2007 issued, sold and delivered those certain City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) in an aggregate principal amount of$8,105,000 (the `Bonds") (presently outstanding in the aggregate principal amount of $5,860,000), and loaned the proceeds thereof to PEI/Genesis, Inc., a Pennsylvania corporation ("PEI") and Tuliptree Associates, LLC, a Pennsylvania limited liability company Tuliptree") (PEI and Tuliptree being sometimes collectively referred to herein as the Borrower") to finance and refinance certain economic development facilities as described in the Original Ordinance. In 2009, the Original Ordinance was supplemented and amended by Ordinance No. 9968- 09, adopted by the Council on October 12,2009(the"2009 Ordinance")and further supplemented and amended by Ordinance No. 10142-11, adopted by the Council on December 11, 2011 (the 2011 Ordinance" and collectively with the Original Ordinance and the 2009 Ordinance, the Earlier Ordinances"). The Borrower has requested that the City enter into(i)a Third Amended and Restated Trust Indenture (the "Third Amended and Restated Indenture") with U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), pertaining to the Bonds, which Third Amended and Restated Indenture would make some non-substantive changes, and would substantively replace the London Interbank Offered Rate ("LIBOR") based interest mode for the Bonds, as the use of LIBOR is being discontinued in the financial markets,with an interest rate mode based upon f i -d in Clen<'s 7iceFAPR n 2022 A;PR I ? 20 DAI CITY CLi= the dollat?30pea a funding rate known as `BSBY" (the Bloomberg hort- yank Yield Index), and(15i)-w—ith the approval of the holder of the Bonds, a Third Ame tated Loan-ND, IN i Agreement (the "Third Amended and Restated Agreement') with Tuliptree to provide for the removal of PEI as a borrower thereunder and for Tuliptree to be the sole remaining borrower thereunder. The Common Council conducted a public hearing on May 9, 2022, on the proposed execution and delivery of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement, and, believes that such proposed matters will be of benefit to the health or general welfare of the citizens of South Bend, Indiana and complies with the purposes and provisions of the Act. The Common Council wishes to amend, supplement and restate (i) that certain Second Amended and Restated Trust Indenture, dated January 3, 2012,between the City and the Trustee, as set forth in the Third Amended and Restated Indenture, and (ii) that certain Second Amended and Restated Loan Agreement, dated January 3, 2012, between the City and the Borrower, as set forth in the Third Amended and Restated Agreement. NOW,THEREFORE,BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA AS FOLLOWS: SECTION I. Incorporation of Recitals. The recitals contained in this Ordinance and in the Earlier Ordinances are true and correct and are incorporated in this Ordinance by this reference. SECTION II. Incorporation of Previous Findings. Each of the findings which are contained in the Earlier Ordinances is true and correct and is incorporated in this Ordinance by this reference. SECTION III. Findings; Public Benefits. This Council finds that the execution and delivery of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement (i) will be of benefit to the health and general welfare of the City and its citizens, and ii) complies with the purposes and provisions of the Act. SECTION IV. Authorizations. The Council hereby authorizes the execution and delivery of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement. SECTION V. Approval of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement. The Third Amended and Restated Indenture and the Third Amended and Restated Agreement are hereby approved in the forms submitted to this meeting,and a copy of each such document shall be kept on file by the City Clerk(the"Clerk"). The Mayor(the"Executive")and the Clerk are hereby authorized and directed to execute and deliver such documents without further approval of the Council in substantially the forms herein approved with such additions, deletions and modifications thereto as may be approved by the Executive and the Clerk, as permitted under the Act, the execution thereof being conclusive evidence of such approval and of the approval of the Council; and the Clerk, or any authorized representative of the City, is hereby authorized and directed to affix the 2 I 110ii in Clerk's OfficeFiledinClerK's Office 1--PR 19 2027 Office APR 7027 I i "4 6n'of ed'--s o copies o 1*T Ahi6ndDAVisealoftheCitytosuchdocumentsandtoattestthesame. Tw INCITYCLERr4,,0'-R'e§teCted:-Inoqrtlure and the Third Amended and Restated Agreement, heee y-irrcorpbrated-SEND,IN into this-ot-di e, were duly filed in the Office of the Clerk and are available for public inspection in accordance with Section 36-1-5-4 of the Indiana Code. SECTION VI. Limited Obligation. THE BONDS AND THE INTEREST THEREON DO NOT AND SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF, OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF,THE CITY, BUT ARE LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM REVENUES AND OTHER AMOUNTS DERIVED FROM THE THIRD AMENDED AND RESTATED AGREEMENT. SECTION VII. Other Actions. The Executive and the Clerk are hereby authorized and directed to execute and deliver, in the name and on behalf of the City, any and all additional documents and instruments necessary or proper and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Ordinance (including the recitals hereto and the documents mentioned herein). The Executive and Clerk may, by their execution of the documents requiring their signatures or imprinting of their facsimile signatures thereon, approve changes therein and also in those documents which do not require the signature of the Executive and/or Clerk without further approval of this Council if such changes do not affect terms set forth in Indiana Code Title 36, Article 7, Chapter 12, Section 27(a)(1) through (a)(10). SECTION VIII. No Personal Liability. No stipulation, obligation or agreement herein contained or contained in the Third Amended and Restated Indenture and the Third Amended and Restated Agreement, the Bonds or in any other agreement or document executed on behalf of the City shall be deemed to be a stipulation, obligation or agreement of any member of the Council, or any officer, agent or employee of the City in his or her individual capacity, and no such member of the Council, officer, agent or employee shall be personally liable on the Bonds or be subject to personal liability or accountability by reason of the issuance thereof. SECTION IX. Action Approved and Confirmed. All acts of the officers of the City which are in conformity with the purpose and intent of this Ordinance and in the furtherance of the execution, delivery and performance of the documents and agreements authorized hereby are in all respects ratified, approved and confirmed. SECTION X. Severabilit . If any provision of this Ordinance shall be held or deemed to be illegal, inoperative or unenforceable, the same shall not affect any other provision or cause any other provision to be invalid, inoperative or unenforceable to any extent whatsoever. SECTION XI. No Conflict. Any ordinances, resolutions or orders or parts thereof in conflict with this Ordinance are to the extent of such conflict hereby repealed. 3 Efull n Clerk's Office PR n ?02? SECTION XII. Effective Date. This Ordinance shall b l efffromandafteritsadoptionbytheCommonCouncil,approval by the r `'G . of any procedures required by applicable law. ND, IN PASSED AND ADOPTED by the Common Council of the City of South Bend, Indiana, this day of 2022. Sharon McBride, Council President South Bend Common Council Attest: Dawn M. Jones, MPA, City Clerk Office of the City Clerk Presented by me, the undersigned Clerk of the City of South Bend, to the Mayor of the City of South Bend, Indiana on the day of 2022, at o'clock M. Dawn M. Jones, MPA, City Clerk Office of the City Clerk Approved and signed by me on the day of 2022, at o'clock m. James Mueller, Mayor City of South Bend, Indian ----------. ___ f iled in Clerk's Office r,PR 9 202? bAWN A71-70 ES Clfl'Gi_ERK, SOUTH SEND,IN 4 f ilod in Cler, s7ice DAWN M. ,;(JIVES CITY CLERK, S t!Ty I END, 1N i DMS 22453673 MEAPIR Clerk's Office 2 n 2021 DAWN , iI JONES CITY CLERK, SOUTH BEND,IN 5 TABLE OF CONTENTS (to be inserted) THIRD AMENDED AND RESTATED TRUST INDENTURE This THIRD AMENDED AND RESTATED TRUST INDENTURE (the “Second Amended and Restated Indenture” or “Indenture”), dated as of , 2022 by and between the CITY OF SOUTH BEND, INDIANA, a political subdivision of the State of Indiana (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), a national banking association having a corporate trust office located in Indianapolis, Indiana, under the circumstances summarized in the following recitals (the capitalized terms not defined above or in the recitals hereto shall have the meanings set forth in Article I hereof unless the context or use clearly indicates another meaning or intent). WITNESSETH: WHEREAS, the Issuer is authorized under the Act to issue tax-exempt bonds (as defined in the Act) under the Act for economic development facilities (as defined in the Act) to accomplish the purposes of the Act, and secure their payment as provided in the Act; and WHEREAS, the Issuer is authorized under the Act to make direct loans to users (as defined in the Act) for the cost of acquisition, construction or installation of economic development facilities, with such loans to be secured by the pledge of one or more debt obligations of such users; and WHEREAS, the Commission, on or about November 17, 2006, considered whether the Project may have an adverse competitive effect on similar facilities already constructed or operating in South Bend, Indiana; and WHEREAS, on or about November 17, 2006, in accordance with the Act, the Commission prepared a report that briefly described the Project, estimated the number and expense of any public works or services that would be made necessary or desirable by the Project, estimated the total cost of the Project and estimated the number of jobs and the payroll to be created or saved, submitted such report to the executive director of the plan commission where the Project will be located and received the approval or received no comments concerning such report from such executive director within five days from the receipt of such report; and WHEREAS, after giving notice in accordance with the Act and Section 147(f) of the Code, the Commission, for itself and on behalf of the Common Council, on or about November 17, 2006, held a public hearing on the proposed financing of the Project, and, upon finding that the proposed financing of the Project will be of benefit to the health or general welfare of the citizens of South Bend, Indiana and complies with the Act, by resolution approved the financing of the Project; and WHEREAS, on or about November 27, 2006, the Common Council, after finding that the financing so approved by the Commission will be of benefit to the health or general welfare of the citizens of South Bend, Indiana and complies with the Act, adopted an ordinance app roving the proposed financing in the form that the financing was approved by the Commission, authorizing the issuance of its City of South Bend, Indiana Variable Rate Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) in the aggregate principal amount of Eight Million One Hundred Five Thousand Dollars ($8,105,000) pursuant to that certain Trust Indenture, 2 dated as of January 1, 2007, between the City and the Trustee (the “Original Indenture”), which Original Indenture was amended and restated by that certain Amended and Restated Trust Indenture, dated October 1, 2009, between the Issuer and the Trustee (the “First Amended and Restated Indenture”), and which First Amended and Restated Indenture was amended and restated by that certain Second Amended and Restated Trust Indenture, dated January 3, 2012 (the “Second Amended and Restated Indenture”), and which Second Amended and Restated Indenture is amended and restated by this Indenture, and authorizing the loan of the proceeds thereof to PEI/Genesis, Inc. and Tuliptree Associates, LLC (together, the “Original Borrower”) pursuant to that certain Loan Agreement (the “Original Agreement”), dated as of January 1, 2007, between the Original Borrower and the Trustee, which Original Agreement was amended and restated by that certain Amended and Restated Loan Agreement, dated October 1, 2009, between the Issuer and the Trustee (the “First Amended and Restated Agreement”), which First Amended and Restated Agreement has been amended and restated by the Second Amended and Restated Agreement dated January 3, 2012 (the “Second Amended and Restated Agreement”), and which Second Amended and Restated Agreement has been amended and restated on the date hereof by that certain Third Amended and Restated Agreement between Tuliptree Associates, LLC (“Borrower”) and the Trustee (and together with the Original Agreement, the First Amended and Restated Agreement, and the Second Amended and Restated Agreement, the “Agreement”); and WHEREAS, pursuant to the Original Indenture, the First Amended and Restated Indenture, the Second Amended and Restated Indenture and this Indenture, the Issuer has pledged and assigned certain of its rights under the Agreement as security for the Project Bonds; and WHEREAS, all things necessary to make the Bonds, when issued as provided in the Original Indenture, the First Amended and Restated Indenture, the Second Amended and Restated Indenture and this Indenture, the valid, binding and legal special and limited obligations of the Issuer according to the import thereof, and to constitute this Indenture a valid assignment of the amounts pledged to the payment of the principal of and premium, if any, and interest on the Bonds have been done and performed, and the creation, execution and delivery of this Indenture and the execution and issuance of the Bonds, subject to the terms hereof, in all respects have been duly authorized; and WHEREAS, the Borrower has requested that the Trustee and the Issuer execute this Third Amended and Restated Indenture to replace the LIBOR Rate Interest Mode with the BSBY Rate Interest Mode for the Bonds and to release PEI/Genesis, Inc. as a “Borrower” under the Agreement and otherwise, and related provisions; and WHEREAS, the Issuer and the Trustee, at the request of the Borrower and the consent of the Bank and the beneficial Holders of all of the outstanding Bonds, wish to amend, supplement and restate the Second Amended and Restated Indenture as set forth in this Third Amended and Restated Indenture; and WHEREAS, the amendment and restatement set forth in the Third Amended and Restated Indenture and the terms of the Bonds will result in the Bonds being deemed to have been reissued for purposes of the Internal Revenue Code of 1986, as amended; and 3 WHEREAS, after giving notice in accordance with the Act and Section 147(f) of the Code, the Common Council of the Issuer, on or about , held a public hearing on the proposed the execution and delivery of this Third Amended and Restated Indenture and the Second Amended and Restated Agreement, and, upon finding that such proposed matters will be of benefit to the health or general welfare of the citizens of South Bend, Indiana and complies with the Act, by ordinance duly passed and approved by the Common Counsel of the Issuer on or about , and duly approved by the Mayor of the Issuer, the Issuer duly and validly authorized and approved the execution and delivery of this Third Amended and Restated Indenture and the Third Amended and Restated Agreement; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms herein set forth: NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to secure the payment of Bond Service Charges on the Bonds, to secure the performance and observance of all of the covenants, agreements, obligations and conditions contained therein and herein, and to declare the terms and conditions upon and subject to which the Bonds are and are intended to be issued, held, secured and enforced, and in consideration of the premises and the acceptance by the Trustee of the trusts created herein and of the purchase and acceptance of the Project Bonds by the Holders, and for other good and valuable consideration, the receipt of which is acknowledged, the Issuer has executed and delivered this Indenture and absolutely assigns hereby to the Trustee, and to its successors in trust, and its and their assigns, all right, title and interest of the Issuer in and to: (a) the Revenues, including, without limitation, all Loan Payments and other amounts receivable by or on behalf of the Issuer under the Agreement in respect of repayment of the Loan and all moneys and investments in the Bond Fund and the Project Fund; (b) the Agreement, except for the Unassigned Issuer’s Rights; and (c) the Project Note; all of which the Trustee shall hold subject to the following: (a) except as provided otherwise herein, for the equal and proportionate benefit, security and protection of all present and future Holders of the Bonds, (b) for the enforcement of the payment of the Bond Service Charges when payable, and (c) to secure the performance and observance of and compliance with the covenants, agreements, obligations, terms and conditions of this Indenture; in each case, without preference, priority or distinction, as to lien or otherwise, of any one Bond over any other by reason of designation, number, date of the Bonds or of authorization, issuance, sale, execution, authentication, delivery or maturity thereof, or otherwise, so that each Bond and all Bonds shall have the same right, lien and privilege under this Indenture and shall be secured equally and ratably hereby, it being intended that the lien and security of this Indenture shall take effect from October 1, 2007 (the date of the Original Indenture), without regard to the date of the actual issue, sale or disposition of the Bonds, as though upon that date all of the Bonds were actually issued, sold and delivered to purchasers for value; provided, however, that moneys drawn under the Letter of Credit and the Confirming Letter of Credit, if any, shall be applied only to the 4 payment of the purchase price of or the principal of and interest on the Project Bonds or Beneficial Ownership Interests; and provided further, however, that (i) if the principal of the Bonds and the interest due or to become due thereon together with any premium required by redemption of any of the Bonds prior to maturity shall be well and truly paid, at the times and in the manner to which reference is made in the Bonds, according to the true intent and meaning thereof, or the outstanding Bonds shall have been paid and discharged in accordance with Article IX hereof, and (ii) if all of the covenants, agreements, obligations, terms and conditions of the Issuer under this Indenture shall have been kept, performed and observed and there shall have been paid (or provided for) to the Trustee, the Bank, and the Confirming Bank, if any, all sums of money due or to become due to them in accordance with the terms and provisions hereof, this Indenture and the rights assigned hereby shall cease, determine and be void, except as provided in Section 9.03 hereof with respect to the survival of certain provisions hereof; otherwise, this Indenture shall be and remain in full force and effect. All Bonds issued hereunder and secured hereby are to be issued, authenticated and delivered, and all Revenues assigned hereby are to be dealt with and disposed of, as provided in this Indenture. The Issuer has agreed and covenanted, and agrees and covenants with the Trustee and with each and all Holders, as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. In addition to the words and terms defined elsewhere in this Indenture, the words and terms defined in this Section shall have the meanings herein specified unless the context or use clearly indicates another or different meaning or intent. Those words and terms not expressly defined herein and used herein with initial capitalization where rules of grammar do not otherwise require capitalization, or which are otherwise defined terms under the Agreement, as hereinafter defined, shall have the meanings assigned to them in the Agreement. “Acknowledgment” means the Acknowledgment and Agreement, dated as of October 22, 2009, among the Issuer, the Original Borrower and the Confirming Bank. “Act” means Indiana Code 36-7-11.9 and 36-7-12, as amended, or any successor statute, in effect from time to time. “Additional Bonds” means Bonds which may be issued under Section 2.10 of this Indenture. “Additional Notes” means any nonnegotiable promissory note or notes, in addition to the Project Note, delivered by the Borrower to the Trustee in connection with the issuance of Additional Bonds, as provided in the Agreement. 5 “Agreement” or “Third Amended and Restated Agreement” means the Third Amended and Restated Loan Agreement dated as of even date with this Indenture, between the Issuer and the Borrower, as amended or supplemented from time to time. “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50% per annum and (c) the Daily BSBY Rate in effect on such day plus 1.00% per annum, provided that the Alternate Base Rate shall at no time be less than 1.00% per annum. If BSBY Rate Calculation Agent shall have determined (which determination shall be conclusive absent clearly manifest error) that it is unable to ascertain the Federal Funds Rate or the Daily BSBY Rate for any reason, including the inability or failure of BSBY Rate Calculation Agent to obtain sufficient quotations in accordance with the terms of the definition of the term Federal Funds Rate, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Daily BSBY Rate, as applicable, shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Daily BSBY Rate, as applicable, respectively. “Alternate Confirming Letter of Credit” means an irrevocable standby letter of credit authorizing drawings thereunder by the Trustee issued by a bank, a trust company or other financial institution and meeting the requirements of Section 5.09 hereof, which Alternate Confirming Letter of Credit shall be the same in all material respects (except as to expiration date) as the Confirming Letter of Credit. “Alternate Letter of Credit” means an irrevocable direct pay letter of credit authorizing drawings thereunder by the Trustee issued by a bank, a trust company or other financial institution and meeting the requirements of Section 5.09 hereof, which Alternate Letter of Credit shall be the same in all material respects (except as to expiration date) as the Letter of Credit. “Authorized Borrower Representative” means the person designated at the time pursuant to the Agreement to act on behalf of the Borrower by written instrument furnished to the Issuer and the Trustee, containing the specimen signature of such person and signed by any officer of such Borrower. Such instrument may designate an alternate or alternates. “Available Tenor(s)” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to the Agreement or the Indenture, or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to the Agreement or the Indenture, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then- removed from the definition of “Interest Period” pursuant to Section 2.16(a) of this Indenture titled “Benchmark Replacement Setting”. “Bank” means, upon issuance and effectiveness of any Letter of Credit or Alternate Letter of Credit, the issuer thereof and its successors and assigns and, during any period in which a 6 Confirming Letter of Credit is in effect, shall also include the Confirming Bank to the extent provided in Section 2.11. “Bankruptcy Event” means, with respect to an entity, the commencement of a voluntary or involuntary case by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, winding-up or composition or adjustment of debts by or against such entity. “Beneficial Owner” means, with respect to the Project Bonds, a Person owning a Beneficial Ownership Interest therein, as evidenced to the satisfaction of the Trustee. “Beneficial Ownership Interest” means the beneficial right to receive payments and notices with respect to the Project Bonds which are held by the Depository under a book-entry system. “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by BSBY Rate Calculation Agent for the applicable Benchmark Replacement Date: (a) the sum of (i) Term SOFR and (ii) the related Benchmark Replacement Adjustment; (b) the sum of (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or (c) the sum of (i) the alternate benchmark rate that has been selected by BSBY Rate Calculation Agent as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention for determining a benchmark rate and an adjustment as a replacement for the then-current Benchmark, including any recommendations made by a Relevant Governmental Body, for Dollar-denominated tax exempt bond facilities at such time and (ii) the related Benchmark Replacement Adjustment; provided, that any such Benchmark Replacement shall be administratively feasible as determined by BSBY Rate Calculation Agent in its sole discretion. If the Benchmark Replacement as determined pursuant to clause (a), (b) or (c) above would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of the Agreement, the Notes (as such term is defined in the Indenture) and the other documents relating thereto. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement, the first alternative set forth in the order below that can be determined by the BSBY Rate Calculation Agent: (a) if the then-current Benchmark is BSBY, an adjustment (which may be a positive or negative value or zero) equal to the BSBY Long-Term Spread Adjustment for such Corresponding Tenor as of the Reference Time such Benchmark Replacement is first set and is displayed on a screen or other information service that publishes such adjustment from time to time as selected by BSBY Rate Calculation Agent; and 7 (b) an adjustment (which may be a positive or negative value or zero), that has been selected by BSBY Rate Calculation Agent as the replacement for such Available Tenor giving due consideration to any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement, including any applicable recommendations made by a Relevant Governmental Body, for Dollar- denominated tax exempt bond facilities at such time; provided that, if the then-current Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement that will replace such Benchmark in accordance with Section 2.16(a) of this Indenture titled “Benchmark Replacement Setting” will not be a term rate, the Available Tenor of such Benchmark for purposes of Section 2.16(a) of this Indenture titled “Benchmark Replacement Setting” shall be deemed to be the Available Tenor that has approximately the same length (disregarding business day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement. “Benchmark Replacement Date” means a date and time determined by BSBY Rate Calculation Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of informatio n referenced therein and (ii) the date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) are no longer available or permitted to be used for determining the interest rate of Dollar-denominated loans, or shall cease; (b) in the case of clause (b) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of (i) the administrator of such Benchmark (or such component thereof) or (ii) the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non- representative or a Governmental Authority exercising regulatory authority over the BSBY Rate Calculation Agent or not to be compliant with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided, that such non-representativeness or non-compliance, as the case may be, will be determined by reference to the most recent statement or publication referenced in such clause (b) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date; or (c) in the case of clause (c) of the definition of “Benchmark Transition Event”, a date and time determined by BSBY Rate Calculation Agent as administratively feasible in its reasonable discretion and no later than ninety (90) days following the date of the public statement or publication of information referenced therein. 8 For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a), (b) or (c) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors hereunder of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Authority having jurisdiction over such administrator with respect to its publication of such Benchmark (or such component), or a Governmental Authority having jurisdiction over BSBY Rate Calculation Agent , in each case, acting in such capacity, identifying a specific date after which all Available Tenors of su ch Benchmark (or such component thereof) (i) shall or will no longer be made available or permitted to be used for determining the interest rate of Dollar-denominated loans, or (ii) shall or will otherwise cease, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof), or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative, or a public statement or publication of information by or on behalf of any Governmental Authority exercising regulatory supervisory authority over the BSBY Rate Calculation Agent identifying a specific date after which all Available Tenors of the Benchmark are not or will no longer be compliant with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; or (c) if the then-current Benchmark is BSBY, one or more public statements or publications of information by the administrator of the Benchmark (including a “Technical Note” published on the BSBY Website) announcing or indicating, in effect, that a BSBY Final Step Event has occurred for all Available Tenors of the Benchmark. “Benchmark Unavailability Period” means, so long as a Benchmark Transition Event has occurred, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16(a) of this Indenture titled “Benchmark Replacement Setting” and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16(a) of this Indenture titled “Benchmark Replacement Setting.” “Bloomberg” means Bloomberg Index Services Limited (or a successor administrator of BSBY). 9 “Bond Counsel” means an attorney-at-law or firm of attorneys (other than an employee of the Borrower, but including any law firm serving as counsel to the Borrower) satisfactory to the Trustee, the Bank and the Issuer and nationally recognized as experienced in matters relating to the tax exemption of interest on bonds of states and political subdivisions. “Bond Fund” means the Bond Fund created in Section 5.03 hereof. “Bond Legislation” or “Bond Ordinance” means (a) when used with reference to the Project Bonds, the ordinance providing for their issuance and approving the Agreement, this Indenture, the Bond Purchase Agreement and related matters; (b) when used with reference to an issue of Additional Bonds, the ordinance providing for the issuance of the Project Bonds, t o the extent applicable, and the ordinance providing for the issuance of the Additional Bonds and approving any amendment or supplement to the Agreement, any Supplemental Indenture and related matters; and (c) when used with reference to Bonds when Additional Bonds are outstanding, the ordinance providing for the issuance of the Project Bonds and the ordinance providing for the issuance of the then outstanding and the then to be issued Additional Bonds; in each case as amended or supplemented from time to time. The Bond Legislation is incorporated herein by reference. “Bond Purchase Agreement” means, as to the Project Bonds, the Bond Purchase Agreement dated as of or after October 1, 2007 but prior to the initial delivery of the Project Bonds, among the Issuer, the Underwriter, and the Original Borrower, and as to any Additional Bonds, the bond purchase agreement provided for in the Bond Legislation providing for the issuance of the Additional Bonds. “Bond Purchase and Covenant Agreement” means the Bond Purchase and Covenant Agreement dated as of January 3, 2012, between the Original Borrower and the BSBY Rate Calculation Agent, as amended by that certain Amended and Restated Bond Purchase and Covenant Agreement between Borrower and the BSBY Rate Calculation Agent, dated the date hereof, and as the same shall be amended from time to time, and any similar agreement (however denominated) entered into for the benefit of the Holders of the Bonds in the BSBY Rate Mode entered into in connection with the purchase of such Bonds for any BSBY Rate Period after the Initial BSBY Rate Period. “Bond Purchase Date” means any Bond Purchase Date as defined and provided for in Section 2.04, 2.05 or 2.06 hereof. “Bond Service Charges” means, for any series of Bonds, the principal of, premium, if any, and interest on such Bonds for any period or payable at any time, whether due on an Interest Payment Date, at maturity or upon acceleration or redemption. “Bonds” means the Project Bonds and any Additional Bonds. “Book-entry form” or “book-entry system” means, with respect to the Project Bonds, a form or system, as applicable, under which (a) the Beneficial Ownership Interests may be transferred only through a book-entry and (b) physical Project Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as Holder, with the physical Project Bond certificates “immobilized” in the custody of the Depository. The book-entry system 10 shall be maintained by and the responsibility of the Depository and shall not be maintained by or the responsibility of the Issuer or the Trustee. The book-entry system is the record that identifies, and records the transfer of the interests of, the Beneficial Owners. “Borrower” means Tuliptree Associates LLC, a Pennsylvania limited liability company, and its respective successors and assigns. “BSBY” means the Dollar wholesale funding rate known as BSBY (the Bloomberg Short- Term Bank Yield Index) and provided by Bloomberg as administrator of the benchmark. “BSBY Bond(s)” means a Bond that bears interest at a rate based on the BSBY Rate. “BSBY Final Step Event” means, for any Available Tenor, either (i) the twentieth (20th) consecutive Government Securities Business Day or (ii) the thirtieth (30th) Government Securities Business Day within a rolling ninety (90)-day period on which BSBY is calculated in accordance with “Level 6” (or any successor final step) of the Alternative Calculation Waterfall defined or set forth in BSBY’s index methodology and rulebook, as published on the BSBY Website. “BSBY Long-Term Spread Adjustment” means the most recently dated “BSBY SOFR 5Y Spread Adjustment” published on the BSBY Website. “BSBY Rate” means, for any Interest Period, a per annum rate of interest equal to (I) the rate per annum equal to the greater of (a) the product obtained by multiplying (i) the BSBY Screen Rate determined as of the first day of such Interest Period with a term equivalent to such Interest Period by (ii) the Statutory Reserve Rate, and (b) the Floor, plus (II) the BSBY Rate Margin, multiplied by, (III) the T/E Factor. “BSBY Rate Calculation Agent” means (i) during the Initial BSBY Rate Mode, the Initial BSBY Rate Bond Purchaser, and (ii) otherwise, a bank, financial institution, investment bank, or other similar expert, appointed for such purpose by the Borrower in connection with the Conversion of the Bonds to the BSBY Mode (who may also be the Remarketing Agent). “BSBY Rate Margin” means (a) during the Initial BSBY Period, 1.75% per annum, and (b) with respect to any subsequent BSBY Rate Period, the amount, expressed as a percentage or number of basis points (and which in each case may be a positive or negative number), determined by the Remarketing Agent, in its sole professional judgment, which, when incorporated into the BSBY Rate, would produce the lowest rate which will permit the Bonds to be sold at par on the first day of the applicable BSBY Rate Period. “BSBY Rate Mode” means the Interest Rate Mode in which the Bonds bear interest at the BSBY Rate. “BSBY Rate Period” means (i) the Initial BSBY Rate Period, and (ii) thereafter while the Bonds are in the BSBY Rate Mode, a period of two or more consecutive Semiannual Periods 1equal to the applicable Nominal BSBY Rate Period determined pursuant to Section 2.13 1 NTD – period to be confirmed 11 commencing on the Semiannual Date immediately following the last day of the immediately preceding BSBY Rate Period and continuing to, and including the calendar day immediately preceding the Semiannual Date which follows such commencement date by a period equal to such Nominal BSBY Rate Period; except that the first BSBY Rate Period after Conversion to a BSBY Rate shall commence on the Conversion Date of such Conversion and end on and include the calendar day immediately preceding the Semiannual Date which follows the Semiannual Date occurring on or immediately preceding such Conversion Date by a period equal to such Nominal BSBY Rate Period; provided, however that no BSBY Rate Period shall exceed the maturity date of the Bonds. “BSBY Screen Rate” means, for any day, BSBY as published as of the Reference Time on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by BSBY Rate Calculation Agent from time to time), provided that if the BSBY Screen Rate for any Available Tenor is not published as of the Reference Time and a Benchmark Replacement Date with respect to BSBY has not occurred, then the BSBY Screen Rate for such Available Tenor as of such Reference Time shall be the BSBY Screen Rate as published in respect of the first preceding Government Securities Business Day for which the BSBY Screen Rate was published, so long as such first preceding Government Securities Business Day is not more than three (3) Government Securities Business Days prior to such Reference Time. “BSBY Website” means the “Bloomberg Short-Term Bank Yield Index” website at https://www.bloomberg.com/professional/product/indices/bsby/ (or any successor website). “Business Day” means any day other than a Saturday, Sunday or day on which banks in New York City, New York are authorized or required by law to close. “City” means the City of South Bend, Indiana, a political subdivision of the State. “Closing Date” means, with respect to the Project Bonds, the date of delivery of and payment for the Project Bonds. “Conforming Changes” means, with respect to either the use or administration of the Benchmark, or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including, for example and not by way of limitation or prescription, changes to the definition of “Alternate Base Rate,” the definition of “BSBY” or “BSBY Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition, the definition of “Statutory Reserve Rate”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of the Section of the Bond Purchase and Covenant Agreement titled “Compensation for Losses”2 and other technical, administrative or operational matters) that BSBY Rate Calculation Agent decides may be appropriate in connection with the use or administration of the Benchmark or to reflect the adoption and implementation of any Benchmark Replacement or to permit the use and administration thereof by BSBY Rate Calculation Agent in a manner substantially consistent with market practice (or, if BSBY Rate Calculation Agent decides that 2 NTD – This document to be amended and restated, and such provision included. 12 adoption of any portion of such market practice is not administratively feasible or if BSBY Rate Calculation Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as BSBY Rate Calculation Agent decides is reasonably necessary in connection with the administration of the Agreement, the Bonds, the Notes and the other documents relating thereto). “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to the Code and Sections of the Code include relevant applicable regulations and proposed regulations thereunder (and under the related provisions of the Internal Revenue Code of 1954, as amended) and any successor provisions to those Sections, regulations or proposed regulations. “Commission” means the South Bend Economic Development Commission, a commission established under the Act. “Common Council” means the Common Council of the City. “Confirming Letter of Credit” means (a) any confirming letter of credit, advice of confirmation or similar instrument issued in connection with a Letter of Credit; and (b) upon the issuance and effectiveness thereof, any Alternate Confirming Letter of Credit. “Confirming Bank” means the bank or financial institution issuing a Confirming Letter of Credit. Upon issuance and effectiveness of any Alternate Confirming Letter of Credit, “Confirming Bank” shall mean the issuer thereof and its successors and assigns. “Confirming Bank Reimbursement Agreement” means the reimbursement or similar agreement entered into between the Borrower and the issuer of any Confirming Letter of Credit or Alternate Confirming Letter of Credit. “Conversion” means (i) a conversion of any Bond from one Interest Rate Mode to another Interest Rate Mode, and (ii) the establishment of a new BSBY Rate Period (whether or not of the same duration as the prior BSBY Rate Period). “Conversion Date” means (i) the date on which the Bonds shall be converted from one Interest Rate Mode to another Interest Rate Mode in accordance with the terms of this Indenture, and (ii) the date of commencement of any Interest Period (other than the Initial BSBY Rate Period), subject to the following: for Bonds bearing interest at a Weekly Rate, or BSBY Rate, the Conversion Date may be any regularly scheduled Interest Payment Date. “Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor; provided that, (i) if any Available Tenor does not correspond to a tenor applicable to the Unadjusted Benchmark Replacement, the closest corresponding tenor of the Unadjusted Benchmark Replacement shall be applied, and (ii) if applicable, if a tenor of the Unadjusted Benchmark Replacement corresponds equally to two tenors of the then-current Benchmark, the corresponding tenor of the shorter duration shall be applied. 13 “Daily BSBY Rate” means, for any day, a rate per annum equal to the BSBY Rate in effect on such day for a one-month Interest Period (subject to the Floor set forth in the definition of “BSBY Rate”). “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by BSBY Rate Calculation Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if BSBY Rate Calculation Agent decides that any such convention is not administratively feasible for BSBY Rate Calculation Agent , then BSBY Rate Calculation Agent may establish another convention in its reasonable discretion. “Default Rate” means, with respect to Bonds in the BSBY Rate Mode, the “Default Rate” specified in the Bond Purchase and Covenant Agreement. “Depository” means any securities depository that is a clearing agency under federal law, operating and maintaining, with its participants or otherwise, a book -entry system to record ownership of book-entry interests in Bonds, and to effect transfers of book-entry interests in Bonds in book-entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York. “Determination of Taxability” means and shall occur when, (a) the Trustee receives written notice from the Borrower, supported by an opinion of Bond Counsel, that interest on the Project Bonds is includable in the gross income of Holders of such Project Bonds for federal income tax purposes or (b) the Internal Revenue Service shall claim in writing that interest on the Project Bonds is includable in the gross income of Holders of such Project Bonds for federal income tax purposes; provided, that such a claim shall not be deemed a Determination of Taxability unless the Borrower is afforded reasonable opportunity (at the Borrower’s sole expense and for a period not to exceed 2 years) to pursue any judicial or administrative remedy available to the Borrower with respect to such claim. “Direct Participant” means a Participant as defined in the Letter of Representations. “Dollar(s)” or “$” refers to the lawful money of the United States. “Eligible Funds” means amounts on deposit in a segregated account of the Bond Fund for a continuous period of 123 consecutive days (other than funds derived from a draw on the Letter of Credit or the Confirming Letter of Credit, if any, which are not required to be on deposit for a period of 123 consecutive days in order to constitute Eligible Funds) during which there shall not have occurred the filing of a voluntary or involuntary petition under the United States Bankruptcy Code, 11 U.S.C. § 101 et. seq. (as it may be amended from time to time), or the commencement of a proceeding under any other applicable law concerning insolvency, reorganization or bankruptcy, by or against the Borrower or the Issuer, unless such petition or proceeding shall have been dismissed and such dismissal shall be final and not subject to appeal. “Eligible Investments” means any of the following: (a) Government Obligations; 14 (b) obligations of any of the following federal agencies, which obligations represent the full faith and credit of the United States of America, including: Export-Import Bank; Farm Credit System Financial Assurance Corporation; Rural Economic Community Development Administration (formerly the Farmers Home Administration); General Services Administration; United States Maritime Administration; Small Business Administration; Government National Mortgage Association (“GNMA”); United States Department of Housing and Urban Development (“PHAs”); Federal Housing Administration; and Federal Financing Bank; (c) direct obligations of any of the following federal agencies, which obligations are not fully guaranteed by the full faith and credit of the United States of America: senior debt obligations rated “Aaa” by Moody’s and “AAA” by S&P issued by the Federal National Mortgage Association (“FNMA”) or Federal Home Loan Mortgage Corporation (“FHLMC”); obligations of the Resolution Funding Corporation (“REFCORP”); senior debt obligations of the Federal Home Loan Bank System; (d) United States dollar denominated accounts, federal funds and bankers’ acceptances with domestic commercial banks, which have a rating on their short term certificates of deposit on the date of purchase of “P-1” by Moody’s and “A-1” or “A-1+” by S&P and maturing no more than 360 calendar days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (e) commercial paper which is rated at the time of purchase in the single highest classification, “P-1” by Moody’s and “A-1+” by S&P and which matures not more than 270 calendar days after the date of purchase; (f) “Pre-refunded Municipal Obligations” defined as follows: any obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state, which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are rated, based on an irrevocable escrow account or fund (the “escrow”), in the highest rating category of S&P and Moody’s or any successors thereto; or (B)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or Government Obligations, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the obligations described in this clause (B) on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; (g) municipal obligations rated “Aaa/AAA” or general obligations of states with a rating of at least “A2/A” or higher by both Moody’s and S&P; 15 (h) repurchase agreements fully secured by obligations of the type specified in clauses (a), (b) or (c), or by obligations issued or guaranteed by any state or political subdivision thereof (including stripped obligations the principal of and interest on which have been separated and offered for sale separate from each other) and rated by a Rating Service in the highest category, if rated as short-term obligations, or not lower than investment grade, if rated as long-term obligations; and (i) investments in a money market mutual fund, including any such fund of a registered investment company for which the Trustee or any of its affiliates provides services and receives a fee, provided that such funds shall be invested solely in obligations or securities described in clauses (a) through (h) above. “Event of Default” means an Event of Default hereunder as described in Section 7.01 hereof. “Extraordinary Services” and “Extraordinary Expenses” means all services rendered and all reasonable expenses (including reasonable counsel fees and expenses) properly incurred by the Trustee under this Indenture, other than Ordinary Services and Ordinary Expenses. “Federal Funds Rate” means, for any day, a rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average of the quotations for such day on such transactions received by BSBY Rate Calculation Agent from three federal funds brokers of recognized standing selected by it and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of Indenture, the Agreement, the Bonds and the Notes. “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States. “First Amended and Restated Agreement” means the First Amended and Restated Loan Agreement, dated October 1, 2009. “First Amended and Restated Indenture” means the First Amended and Restated Indenture, dated October 1, 2009. “First Optional Redemption Date” means the July 1 occurring in the year which is a number of years after the Fixed Interest Rate Commencement Date equal to the number of full years between the Fixed Interest Rate Commencement Date and the maturity date of the Bonds, multiplied by 1/2 and rounded up to the nearest whole number. “Fixed Interest Rate” means (a) the fixed rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable 16 Interest Period Reset Date, to be the lowest interest rate, for the period from the Interest Period Reset Date to the final maturity date of the Project Bonds, in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities with which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) at which, as of such Interest Rate Determination Date, the applicable Project Bonds could be remarketed at par, plus accrued interest (if any), on the Interest Period Reset Date, or (b) in the event that the Remarketing Agent has been removed or has resigned and no successor has been appointed or the Remarketing Agent has failed to determine the Fixed Interest Rate for whatever reason, or the Fixed Interest Rate cannot be determined pursuant to clause (a) for whatever reason, the interest rate then in effect with respect to the applicable Project Bonds, without adjustment; provided that in no event shall the Fixed Interest Rate exceed 9% per annum. “Fixed Interest Rate Commencement Date” means the Interest Period Reset Date from and after which the Project Bonds shall bear interest at the Fixed Interest Rate, as that date shall be established as provided in Section 2.03 hereof. “Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any department, commission, board, bureau, agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). “Government Obligations” means direct obligations of (including obligations issued or held in book-entry form on the books of) the Department of the Treasury of the United States of America. “Holder” or “Holder of a Bond” or “Bondholder” means the Person in whose name a Bond is registered on the Register. “Indenture” means this Second Amended and Restated Indenture, as amended or supplemented from time to time. “Indirect Participant” means a Person utilizing the book-entry system of the Depository by, directly or indirectly, clearing through or maintaining a custodial relationship with a Direct Participant. “Initial BSBY Rate Bond Purchaser” means Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania), as the purchaser and Holder with respect to the Bonds as of January 3, 2012, and its successors and assigns. “Initial BSBY Rate Period” means the period from May , 2022, to, and including, the Initial BSBY Rate Period Termination Date. 17 “Initial BSBY Rate Period Termination Date” means (i) the first Business Day of January, 2027 or (ii) the first Business Day in January of any fifth year thereafter (i.e. 2032) if, prior to the end of the immediately preceding five year period, the Initial BSBY Rate Bond Purchaser has exercised its right to waive the mandatory tender of the Bonds for purchase in accordance with Section 3.2(a) hereof. “Interest Payment Date” or “Interest Payment Dates” means, (a) as to the Project Bonds, (i) while the Bonds bear interest at the Fixed Interest Rate, the first day of each January and July, and (ii) while the Project Bonds bear interest at the Weekly Interest Rate, the first Business Day of each January, April, July, and October, and (iii) while the Bonds bear interest at the BSBY Rate, the last day of the Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at a three-month interval after the first day of such Interest Period, and the maturity date of the Bonds under which such BSBY Loan was made, and (b) as to Additional Bonds, each date or dates designated as an Interest Payment Date or Dates in the applicable Supplemental Indenture or Bond Ordinance. “Interest Period” means, (a) while Bonds are in BSBY Mode, the BSBY Rate Period, or (b) while Bonds are in an Interest Mode other than BSBY Mode, the period commencing on the Interest Period Reset Date and ending on the numerically corresponding day in the calendar month that is one3 month thereafter (in each case, subject to the availability thereof); provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) no Interest Period shall extend beyond the Maturity Date and (iv) no tenor that has been removed from this definition pursuant to clause (d) of Section 2.16(a) of this Indenture titled “Benchmark Replacement Setting” shall be available for specification in such Committed Loan Notice. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. “Interest Period Reset Date” means the date on which the interest rate or rates on the Project Bonds converts from the Interest Rate Mode applicable to the Project Bonds prior to such date to a new Interest Rate Mode. An interest Period Reset Date shall be the first Business day of a month (other than the Initial BSBY Rate Period). The Interest Period Reset Date for the Init ial BSBY Rate Period shall be April __, 2022. “Interest Rate Adjustment Date” means (i) any date on which the interest rate or rates on the Project Bonds may be adjusted, either as the result of the conversion of the interest rate or rates on the Project Bonds from one Interest Mode to another, and additionally, with respect to Bonds bearing interest at the BSBY rate, the first Business day of each month during the Interest Period 3Bank to confirm interest period 6 months only 18 applicable thereto. Except as otherwise provided with respect to an Interest Rate Adjustment Date which is also an Interest Period Reset Date, an Interest Rate Adjustment Date shall be Thursday of each week while the Project Bonds bear interest at the Weekly Interest Rate. “Interest Rate Determination Date” means (a) with respect to the Fixed Interest Rate, the tenth Business Day preceding an Interest Rate Adjustment Date and (b) with respect to the Weekly Interest Rate, not later than 2:00 p.m. according to local time at the designated corporate trust office of the Trustee on Wednesday of each week, or the next succeeding Business Day if such Wednesday is not a Business Day. “Interest Rate Mode” means any of those modes of interest with respect to the Bonds permitted by this Indenture, specifically, the Weekly Interest Rate, the BSBY Rate and the Fixed Interest Rate. “Interest Rate for Advances” means a rate per annum which is equal to two percent (2.00%) per annum plus the Prime Rate. “Issue Date” means the date on which the Project Bonds or any series of Additional Bonds, as applicable, are delivered to the purchaser or purchasers thereof upon the original issuance thereof. “Issuer” means the City, and its lawful successors and assigns. “Letter of Credit” means (a) the irrevocable direct pay letter of credit to be issued by the Bank and delivered to the Trustee on the same date as the initial delivery of the Project Bonds and being an irrevocable obligation to make payment to the Trustee of up to the amounts therein specified with respect to (i) the principal amount of the Project Bonds outstanding to enable the Trustee to pay (A) the principal amount of the Project Bonds when due at maturity or upon redemption or acceleration, and (B) an amount equal to the principal portion of the purchase price of any Project Bonds or Beneficial Ownership Interests tendered for purchase by the Holders or Beneficial Owners thereof, plus (ii) the amount of interest due on the Project Bonds but not to exceed 105 days’ accrued interest (or 200 days’ accrued interest if the Bonds bear interest at the Fixed Interest Rate) at the Maximum Rate to enable the Trustee to pay (A) interest on the Project Bonds when due and (B) an amount equal to the interest portion, if any, of the purchase price of any Project Bonds or Beneficial Ownership Interests tendered for purchase by the Holders or Beneficial Owners thereof, as the same may be transferred, reissued, extended, amended to change the interest coverage period as contemplated in Section 2.03 hereof or replaced in accordance with this Indenture, the Reimbursement Agreement and the Letter of Credit; and (b) upon the issuance and effectiveness thereof, any Alternate Letter of Credit. “Letter of Credit Termination Date” means the expiration date of the Letter of Credit or the Confirming Letter of Credit or of any Alternate Letter of Credit or Alternate Confirming Letter of Credit. “Letter of Representations” means the Issuer’s Blanket Letter of Representations on file with the Depository. 19 “Loan” means the loan by the Issuer to the Borrower of the proceeds received from the sale of the Bonds. “Loan Payments” means the amounts required to be paid by the Borrower in repayment of the Loan pursuant to the provisions of the Notes and Article IV of the Agreement. “Mandatory Bond Purchase Date” means a Mandatory Bond Purchase Date as defined and provided for in Section 2.07 hereof. “Maximum Lawful Rate” means, with respect to the Bonds which in the BSBY Rate Mode, the maximum rate of interest on the relevant obligation permitted by applicable law without regard to any filing made by a lender with respect to notice of rates in excess of any statutory or regulatory threshold interest rate. “Maximum Rate” means, with respect to the Bonds while in any Interest Rate Mode other than the BSBY Rate Mode, (a) prior to the Fixed Interest Rate Commencement Date, the lesser of (i) the maximum interest rate at which the Letter of Credit and the Confirming Letter of Credit, if any, then in effect provides coverage, or (ii) 9% per annum, and (b) upon and after the Fixed Interest Rate Commencement Date, the Fixed Interest Rate. “Moody’s” means Moody’s Investors Service, a Delaware corporation, and its successors and assigns. “Nominal BSBY Rate Period” means, with respect to a BSBY Rate Period, a period of two or more consecutive Semiannual Periods (expressed in years and half years). “Notes” means the Project Note and any Additional Notes. “Ordinary Services” and “Ordinary Expenses” means those services normally rendered, and those expenses (including reasonable counsel fees and expenses) normally incurred, by a trustee under instruments similar to this Indenture. Any claim by the Trustee arising from such services or expenses shall be subordinate to the claims of the Bondholders and shall not constitute a lien against the Revenues. “Original Agreement” means that certain Loan Agreement dated as of even date with the Original Indenture, between the Issuer and the Original Borrower. “Original Indenture” means that certain Trust Indenture, dated January 1, 2007 between the Issuer and the Trustee. “Outstanding Bonds” or “Bonds outstanding” means, as of the applicable date, all Bonds which have been authenticated and delivered, or which are being delivered by the Trustee under this Indenture, except: (a) Bonds canceled upon surrender, exchange or transfer, or canceled because of payment or redemption on or prior to that date; 20 (b) Bonds, or the portion thereof, the payment, redemption or purchase for cancellation of which sufficient money has been deposited and credited with the Trustee or any Trustees pursuant to this Indenture on or prior to that date for that purpose (whether upon or prior to the maturity or redemption date of those Bonds); provided, that if any of those Bonds are to be redeemed prior to their maturity, notice of that redemption shall have been given or arrangements satisfactory to the Trustee shall have been made for giving notice of that redemption, or waiver by the affected Holders of that notice satisfactory in form to the Trustee shall have been filed with the Trustee; (c) Bonds, or the portion thereof, which are deemed to have been paid and discharged or caused to have been paid and discharged pursuant to the provisions of this Indenture; and (d) Bonds in lieu of which others have been authenticated under Section 3.07 of this Indenture; provided that, in determining whether the Holders of the requisite percentage of Bonds have concurred in any demand, direction, request, notice, consent, waiver or other action under this Indenture, Bonds that are owned by the Borrower or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Borrower shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only such Bonds which the Trustee knows are so owned shall be disregarded. Bonds so owned that have been pledged in good faith may be regarded as Outstanding for such purpose, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Borrower. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection for the Trustee. “Person” or words importing persons means firms, associations, corporations, partnerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, public or governmental bodies, other legal entities and natural persons. “Pledged Bonds” means Project Bonds or Beneficial Ownership Interests registered or recorded as provided in Section 6.16 hereof. “Predecessor Bond” of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by the particular Bond. For the purposes of this definition, any Bond authenticated and delivered under Section 3.07 of this Indenture in lieu of a lost, stolen or destroyed Bond shall, except as otherwise provided in Section 3.07, be deemed to evidence the same debt as the lost, stolen or destroyed Bond. “Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by the BSBY Rate Calculation Agent or its parent company (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. 21 “Principal corporate trust office” or “principal office” when referring to the office of the Trustee shall mean the designated corporate trust office or office of the Trustee. “Project Bonds” means the Variable Rate Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project), dated as of their date of issuance, and as the same may be reissued from time to time, and authorized in the Bond Legislation and Section 2.02 hereof. “Project Fund” means the Project Fund created pursuant to Section 5.01 hereof. “Project Note” means the promissory note of the Original Borrower, dated as of even date with the date of issuance of the Project Bonds, in the form attached to the Agreement as Exhibit C and in the maximum aggregate principal amount of $8,105,000, evidencing the obligation of the Original Borrower to make Loan Payments, as amended and restated by that certain Third Amended and Restated Project Noted, dated the date hereof, in the maximum aggregate principal amount of $ , by Borrower in favor of the Trustee, and as the same may be further amended, modified, supplemented, extended and/or restated from time to time. “Rating Service” means either Moody’s or S & P. “Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is BSBY, 8:00 a.m. (New York City time) on the day that is two (2) Government Securities Business Days preceding the date of such setting, and (2) if such Benchmark is not BSBY, the time determined by BSBY Rate Calculation Agent in its reasonable discretion. “Register” means the books kept and maintained by the Trustee for the registration and transfer of Bonds pursuant to Section 3.06 hereof. “Regular Record Date” means, with respect to any Bond, the Business Day next preceding an Interest Payment Date applicable to that Bond. “Reimbursement Agreement” means the reimbursement or similar agreement relating to any Letter of Credit or Alternate Letter of Credit, entered into between the Borrower and the issuer of such Letter of Credit or Alternate Letter of Credit. “Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto. “Remarketing Agent” means any Person meeting the qualifications of Section 6.14 hereof and designated from time to time to act as Remarketing Agent under Section 6.13 hereof. “Remarketing Reimbursement Fund” means the Remarketing Reimbursement Fund created in Section 5.04 hereof. “Revenues” means (a) the Loan Payments, (b) all of the moneys received or to be received by the Issuer or the Trustee in respect of repayment of the Loan, (c) all moneys and investments in the Bond Fund, including without limitation moneys received by the Trustee under or pursuant 22 to the Letter of Credit and the Confirming Letter of Credit, if any, (d) any moneys and investments in the Project Fund, and (e) all income and profit from the investment of the foregoing moneys. “S&P” means Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, and its successors and assigns. “Second Amended and Restated Indenture” means the Second Amended and Restated Trust Indenture, dated January 3, 2012 between the Issuer and the Trustee. “Semiannual Date” means each January 1 and July 1, or, if any such day is not a Business Day, the immediately succeeding Business Day. “Semiannual Period” means a six month period commencing on a Semiannual Date and ending on and including the calendar day immediately preceding the next Semiannual Date. “SOFR” means a rate equal to the secured overnight financing rate published by the SOFR Administrator on the website of the SOFR Administrator, currently at http//www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by SOFR Administrator from time to time). “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “Special Record Date” means, with respect to any Bond, the date established by the Trustee in connection with the payment of overdue interest on that Bond pursuant to Section 3.05 hereof. “State” means the State of Indiana. “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any basic, marginal, special, emergency, supplemental or other reserve requirements) expressed as a decimal that are prescribed by the Federal Reserve Board for determining the reserve requirements to which the BSBY Rate Calculation Agent is subject with respect to BSBY Loans. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. “Supplemental Credit Facility” means a credit facility, agreement or arrangement in addition to the Letter of Credit and the Confirming Letter of Credit, if any, including, without limitation, a bond insurance policy, collateral arrangement, surety bond, standby placement agreement or similar arrangement, the purpose of which is to enhance the credit of the Project Bonds in order to obtain or maintain a rating on the Project Bonds. “Supplemental Indenture” means any indenture supplemental to this Indenture entered into between the Issuer and the Trustee in accordance with Article VIII hereof. 23 “T/E Factor” means (i) during the initial BSBY Rate Period, 73.0%4 and (ii) thereafter, the T/E Factor, expressed as a positive percentage, determined by the Remarketing Agent, in its sole professional judgment, which, when incorporated into the BSBY Rate, would produce the lowest rate which will permit the Bonds to be sold at par on the first day of the appli cable BSBY Rate Period; provided, however, that from and after the date of any Determination of Taxability, the T/E Factor shall mean 100%.” “Term SOFR” means, for the applicable Corresponding Tenor, the forward-looking term rate based on SOFR administered by CME Group Benchmark Administration Limited (or a successor administrator selected by BSBY Rate Calculation Agent in its reasonable discretion). “Third Amended and Restated Agreement” means the Third Amended and Restated Loan Agreement, dated , 2022. “Third Amended and Restated Indenture” means this Third Amended and Restated Indenture, dated , 2022. “Trustee” means the Trustee at the time acting as such under this Indenture, originally U.S. Bank National Association, as Trustee, and any successor Trustee as determined or designated under or pursuant to this Indenture. “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “Unassigned Issuer’s Rights” means the Unassigned Issuer’s Rights as defined in the Agreement. “Underwriter” means PNC Debt Capital Markets, formerly NatCity Investments, Inc. “Variable Rate” means the Weekly Interest Rate. “Weekly Interest Rate” means (a) the rate of interest per annum determined by the Remarketing Agent on the Interest Rate Determination Date, to be the lowest interest rate, for the Interest Rate Period of one week (or less in the case of any such Interest Rate Period commencing on an Interest Period Reset Date which is not a Thursday or ending on the day preceding an Interest Period Reset Date which is not a Thursday) commencing on the applicable Interest Rate Adjustment Date, in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities with which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) at which, as of such Interest Rate Determination Date, the applicable Project Bonds could be remarketed at par, plus accrued interest (if any), on the Interest Rate Adjustment Date for that Interest Rate Period, or (b) in the event that the Remarketing Agent has been removed or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Weekly Interest Rate for whatever reason, or the Weekly Interest Rate cannot be determined pursuant to clause (a) for whatever reason, the 4 Bank to confirm T/E Factor remains at this percentage 24 interest rate then in effect with respect to the applicable Project Bonds, without adjustment; provided that in no event shall the Weekly Interest Rate exceed the Maximum Rate. Section 1.02. Interpretation.Any reference herein to the Issuer or to any officer, employee or official thereof includes entities, officers, employees or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or who are lawfully performing their functions. Any reference to a section or provision of the State Constitution or the Act, or to a section, provision or chapter of the Indiana Code, or to any statute of the United States of America, includes that section, provision or chapter as amended, modified, revised, supplemented or superseded from time to time; provided, that no amendment, modification, revision, supplement or superseding section, provision or chapter shall be applicable solely by reason of this paragraph, if it constitutes in any way an impairment of rights or obligations of the Issuer, the Holders, the Trustee, the Bank, the Confirming Bank, the Remarketing Agent, the Initial BSBY Rate Bond Purchaser or the Borrower under this Indenture, the Bond Ordinance, the Bonds, the Letter of Credit, and the Confirming Letter of Credit, if any, the Reimbursement Agreement, the Bond Purchase Agreement, the Notes or any other instrument or document entered into in connection with any of the foregoing, including without limitation, any alteration of the obligation to pay Bond Service Charges in the amount and manner, at the times and from the sources provided in the Bond Ordinance and this Indenture, except as permitted herein. Unless the context indicates otherwise, words importing the singular number include the plural number and vice versa. The terms “hereof”, “hereby”, “herein”, “hereto”, “hereunder”, “hereinafter” and similar terms refer to this Indenture, and the term “hereafter” means after, and the term “heretofore” means before, the date of delivery of this Indenture. Words of any gender include the correlative words of the other genders, unless the sense indicates otherwise. Section 1.03. Captions and HeadingsThe captions and headings in this Indenture are solely for convenience of reference and in no way define, limit or describe t he scope or intent of any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof. END OF ARTICLE I ARTICLE II AUTHORIZATION AND TERMS OF PROJECT BONDS; ADDITIONAL BONDS Section 2.01. Authorized Amount of Bonds.No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The total maximum authorized principal amount of Project Bonds which shall be issued under the provisions of this Indenture is $8,105,000. The Issuer may issue, sell and deliver one or more series of Additional Bonds for the purposes, upon satisfaction of the conditions and in the manner provided herein. Section 2.02. Issuance of Project Bonds. It is determined to be necessary to, and the Issuer shall issue, sell and deliver up to $8,105,000 principal amount of Project Bonds to provide funds to finance costs of the Project. The Project Bonds shall be designated “Variable Rate 25 Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project)”; shall be issuable, unless a Supplemental Indenture shall have been executed and delivered pursuant to Section 8.02(g) hereof, only in fully registered form, substantially as set forth in Exhibit A to this Indenture; shall be numbered in such manner as determined by the Trustee in order to distinguish each Project Bond from any other Project Bond; shall be in the denominations of $100,000 and any integral multiple of $5,000 in excess thereof; shall be subject to optional and mandatory redemption in the amounts, upon the conditions and at the times and prices set forth herein; and shall be dated as of the date or dates of their initial delivery. Upon any exchange or transfer and surrender of any Project Bond in accordance with the provisions hereof, the Issuer shall execute and the Trustee shall authenticate and deliver one or more new Project Bonds in exchange therefor as provided herein. The Project Bonds shall be originally issued only to a Depository to be held in a book-entry system and: (a) the Project Bonds shall be registered in the name of the Depository or its nominee, as Bondholder, and immobilized in the custody of the Depository; (b) unless otherwise requested by the Depository, there shall be a single Bond certificate for each Bond maturity; and (c) the Project Bonds shall not be transferable or exchangeable, except for transfer to another Depository or another nominee of a Depository, without further action by the Issuer as set forth in the next succeeding paragraph of this Section. While the Project Bonds are in book -entry only form, Project Bonds in the form of physical certificates shall only be delivered to the Depository. So long as a book-entry system is in effect for the Project Bonds, except as hereinafter provided with respect to Beneficial Ownership Interests, the Issuer and the Trustee shall recognize and treat the Depository, or its nominee, as the Holder of the Project Bonds for all purposes, including payment of Bond Service Charges, giving of notices and enforcement of remedies. The crediting of payments of Bond Service Charges on the Project Bonds and the transmittal of notices and other communications by the Depository to the Direct Participants in whose Depository account the Project Bonds are recorded, and such crediting and transmittal by Direct Participants to Indirect Participants or Beneficial Owners and by Indirect Participants to Beneficial Owners, are the respective responsibilities of the Depository and the Direct Participants and Indirect Participants and are not the responsibility of the Issuer or the Trustee; provided, however, that the Issuer and the Trustee understand that neither the Depository or its nominee shall provide any consent requested of Holders of Project Bonds pursuant to this Indenture, and that the Depository will mail an omnibus proxy (including a list identifying the Direct Participants) to the Issuer, which assigns the Depository’s, or its nominee’s, voting rights to the Direct Participants to whose accounts at the Depository the Project Bonds are credited as of the record date for mailing of requests for such consents. Upon receipt of such omnibus proxy, the Issuer shall promptly provide such omnibus proxy (including the list identifying the Direct Participants attached thereto) to the Trustee, who shall then treat such Direct Participants as Holders of the Project Bonds for purposes of obtaining any consents pursuant to the terms of this Indenture. As long as the Project Bonds are registered in the name of a Depository or its nominee, the Trustee agrees to comply with the terms and provisions of the Letter of Representations, including the provisions of the Letter of Representations with respect to any delivery of the Project Bonds to the Trustee, which provisions shall supersede the provisions of this Indenture with respect thereto. 26 While the Project Bonds are in the BSBY Rate Mode, the book-entry system shall be suspended and the Project Bonds shall be registered directly in the name of the Initial BSBY Rate Bond Purchaser. If any Depository determines not to continue to act as a Depository for the Project Bonds held in a book-entry system, the Issuer may attempt to have established a securities depository/book-entry system relationship with another Depository under this Indenture. If the Issuer does not or is unable to do so, the Issuer and the Trustee, after the Trustee has made provision for notification of the Beneficial Owners by appropriate notice to the then Depository, shall permit withdrawal of the Project Bonds from the Depository and shall authenticate and deliver Project Bond certificates in fully registered form to the assignees of the Depository or its nominee or to the Beneficial Owners. Such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing or otherwise preparing and delivering such replacement Project Bonds), if the event is not the result of Issuer action or inaction, of those persons requesting such authentication and delivery. Such replacement Project Bonds shall be in the denominations specified in the first paragraph of this Section 2.02, with a minimum denomination of $100,000. Section 2.03. Maturity and Interest.The Project Bonds shall bear interest from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or provided for, from their date of initial delivery, payable on each Interest Payment Date. The Project Bonds shall bear interest at a Variable Rate, a BSBY Rate or the Fixed Rate all as more specifically set forth hereinafter. All Project Bonds shall bear interest in the same Interest Rate Mode at all times. The Project Bonds shall mature on April 1, 2033, subject to prior redemption as set forth in Section 4.01 hereof. From , the interest rate on the Project Bonds shall be ___% (being the BSBY Rate determined by the Initial BSBY Rate Bond Purchaser as of , 2022). Thereafter, during the Initial BSBY Rate Period, the Bonds shall bear interest at the BSBY Rate determined as herein provided. On any Interest Period Reset Date, the interest rate or rates on the Project Bonds may be converted from one Interest Rate Mode to another Interest Rate Mode upon receipt by the Trustee and the Remarketing Agent of a written direction from the Borrower, given on behalf of the Issuer, not less than 45 days prior to such Interest Period Reset Date, to convert the interest rate or rates on the Project Bonds to an Interest Rate Mode other than the Interest Rate Mode then in effect. Such direction to convert the interest rate or rates on the Project Bonds shall be accompanied by (a) an opinion of Bond Counsel selected by the Borrower delivered to the Issuer, the Trustee, the Bank, and the Confirming Bank, if any, and the Remarketing Agent, stating that such conversion to the specified Interest Rate Mode will not adversely affect the exclusion of the interest on the Project Bonds from gross income for federal income tax purposes, (b) a written certificate of the Remarketing Agent stating that the interest coverage period provided by the Letter of Credit, if any, and the Confirming Letter of Credit, if any, is appropriate for the Interest Rate Mode directed to be in effect and that the termination date of the Letter of Credit, if any, and the Confirming Letter of Credit, if any, is no earlier than 15 days after the First Optional Redemption Date, and (c) a written certificate of the Remarketing Agent stating that it has received certifications, opinions or other evidence satisfactory to it that there has been or will be compliance with any applicable state or federal securities law requirements. If the Project Bonds bear interest at the 27 Weekly Interest Rate, (i) the interest coverage period for the Letter of Credit shall be at least 105 days of interest at the Maximum Rate, and (ii) the interest coverage period for the Confirming Letter of Credit, if any, shall be at least 110 days of interest at the Maximum Rate. If the Project Bonds bear interest at the Fixed Interest Rate, then the interest coverage period for the Letter of Credit and the Confirming Letter of Credit, if any, shall be at least 200 days of interest. The Borrower shall be required to provide a Letter of Credit or an Alternate Letter of Credit which will provide the appropriate interest coverage. No Letter of Credit or Confirming Letter of Credit shall be required while the Project Bonds bear interest at the BSBY Rate. Notwithstanding any provision of this paragraph, no conversion shall be effective (i) if the Borrower makes an election on or prior to the day immediately succeeding any Interest Rate Determination Date not to proceed with the proposed conversion or (ii) the Trustee has not received on the effective date of such conversion an opinion of Bond Counsel to the same effect as described in clause (a) of this paragraph above. In either such event, the BSBY Rate for the Project Bonds will remain as the Interest Rate Mode then in effect for the Project Bonds without regard to any proposed conversion. The Project Bonds will continue to be subject to tender for purchase on the scheduled effective date of the propose d conversion without regard to the failure of such proposed conversion. If the Trustee shall have sent any notice to Holders regarding the proposed conversion, then, in the event of a failure of such conversion as specified above, the Trustee shall promptly notify all Holders of such failure, of the reason for such failure and of the continuation of the Interest Rate Mode then in effect. On each Interest Rate Determination Date other than an Interest Rate Determination Date while the Project Bonds bear interest at the BSBY Rate, the Remarketing Agent shall give the Trustee facsimile or telephonic notice (immediately confirmed in writing) of the interest rate or rates to be borne by the Project Bonds for the following Interest Rate Period; provided that if t he interest rate or rates is or are determined pursuant to clause (b) of the definition of the applicable Interest Rate Mode, on the Interest Rate Determination Date, the Trustee shall give notice to the Borrower, the Bank, and the Confirming Bank, if any, as above provided. If the interest rate or rates on the Project Bonds is or are converted from one Interest Rate Mode to another Interest Rate Mode, at least 30 days, but not more than 45 days, prior to the Interest Period Reset Date the Trustee shall confirm, by first-class mail to all Holders, that upon such Interest Period Reset Date the Project Bonds shall be converted from one Interest Rate Mode to another Interest Rate Mode and that all Project Bonds and Beneficial Ownership Interests shall be subject to a mandatory tender pursuant to Section 2.05 hereof, and that such mandatory tender may not be waived. Interest shall be calculated on the basis of a 360-day year of twelve 30-day months so long as interest is payable at the Fixed Interest Rate. Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, for the number of days actually elapsed so long as interest is payable at the Weekly Interest Rate. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed while the Bonds are in the BSBY Rate Mode. Interest shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Payment Date and to and including the day immediately preceding such payment date. Any calculation of the interest rate or rates to be borne by the Project Bonds shall be rounded to the nearest one-hundredth of one percent (0.01%); provided, however, that while the Bonds are in the BSBY Rate Mode , interest shall be round ed upward to the fifth decimal place. The computation of the interest rate or rates on the Project Bonds by the Remarketing Agent or the 28 Trustee, as applicable, shall be binding and conclusive upon the Borrower, the Bank and the Holders of the Project Bonds. Notwithstanding anything to the contrary in this Indenture, nothing in this Indenture shall require the Bank or the Confirming Bank to extend the Letter of Credit Termination Date or to increase the interest coverage provided in the Letter of Credit or the Confirming Letter of Credit, if any. Section 2.04. Tender Options.While the Project Bonds bear interest at the Weekly Interest Rate, each Holder and each Beneficial Owner shall have the option to tender for purchase, at 100% of the principal amount thereof plus accrued interest to the purchase date (a “Bond Purchase Date”), all of the Project Bonds owned by such Holder or all Beneficial Ownership Interests owned by such Beneficial Owner, as applicable, or (in either case) such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Project Bond or Beneficial Ownership Interest shall be $100,000 or more in principal amount) as such Holder or Beneficial Owner, as applicable, may specify in accordance with the terms, conditions and limitations hereafter set forth. The purchase price of each such Project Bond or Beneficial Ownership Interest shall be payable in lawful money of the United States of America and shall be paid in full on the applicable Bond Purchase Date. To exercise the option granted in this Section 2.04 hereof, the Holder or Beneficial Owner, as applicable shall: (i) give notice to the Trustee by telecopy or in writing which states (A) the name and address of the Holder or Beneficial Owner, as applicable, (B) the principal amount, CUSIP number and Bond numbers of the Project Bonds or Beneficial Ownership Interests to be purchased, (C) the date on which such Project Bonds or Beneficial Ownership Interests are to be purchased, which Bond Purchase Date shall be a Business Day not prior to the seventh (7th) day and not later than the fifteenth (15th) day next succeeding the date of giving of such notice to the Trustee and, if the interest rate or rates on the Project Bonds is or are to be converted from the Weekly Interest Rate to the Fixed Interest Rate, is a date prior to the Interest Period Reset Date with respect to the Fixed Interest Rate, and (D) that such notice is irrevocable; (ii) in the case of a Beneficial Owner, provide the Trustee with evidence satisfactory to the Trustee of such Beneficial Owner’s Beneficial Ownership Interest; (iii) in the case of a Holder, no later than 10:00 a.m. according to the local time at the designated corporate trust office of the Trustee on the second Business Day immediately preceding the applicable Bond Purchase Date, deliver to the designated corporate trust office of the Trustee the Project Bonds to be purchased; and (iv) in the case of a Beneficial Owner, no later than 10:00 a.m. (according to the local time at the designated corporate trust office of the Trustee) on the Bond Purchase Date, cause the transfer of the Beneficial Owner’s Beneficial Ownership Interest on the records of the Depository in accordance with the instructions of the Trustee. Any Project Bonds for which a notice of tender has been given by the Holder shall be deemed to be tendered for remarketing notwithstanding any failure of delivery of such Project Bonds to the Trustee. Subject to the right of such Holders to receive the purchase price of such Project Bonds and interest accrued thereon through the day preceding the applicable Bond Purchase Date (and subject to the conditions set forth in Section 3.07 hereof), such Project Bonds shall be null and void and the Trustee shall authenticate and deliver new Project Bonds in replacement thereof pursuant to the remarketing of such Project Bonds or the pledge of such Project Bonds to the Bank in lieu of remarketing such Project Bonds as described in Secti on 6.16 29 hereof. Any Beneficial Owners who have elected to tender Beneficial Ownership Interests shall be obligated to transfer such Beneficial Ownership Interests on the records of the Depository in accordance with instructions of the Trustee. (a) Upon the giving of the notice pursuant to this Section 2.04 hereof with respect to Project Bonds or Beneficial Ownership Interests or portions of either, the Holder’s tender of such Project Bonds or portions thereof or the Beneficial Owner’s tender of Beneficial Ownership Interests or portions thereof shall be irrevocable. If less than all of a Project Bond so delivered or deemed tendered is to be purchased, the Trustee shall, pursuant to this Indenture, authenticate one or more Project Bonds in exchange therefor, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Project Bond or Project Bonds to such Holder. (b) While tendered Project Bonds are in the custody of the Trustee pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the owners thereof for all purposes, and interest accruing on tendered Project Bonds through the day preceding the applicable Bond Purchase Date is to be paid from the Bond Fund as if such Project Bonds had not been tendered for purchase. (c) Notwithstanding anything herein to the contrary, any Project Bond or Beneficial Ownership Interest or portion thereof tendered under Sections 2.04, 2.05, 2.06, and 2.07 hereof will not be purchased if such Project Bond or portion thereof matures or is redeemed on or prior to the applicable Bond Purchase Date. Section 2.05. Mandatory Tender Upon Conversion to the Fixed Interest Rate.If at any time the interest rate or rates on the Project Bonds shall be converted to the Fixed Interest Rate in accordance with the provisions of Section 2.03 hereof, on the Interest Period Reset Date upon which such conversion is effective, all Project Bonds and Beneficial Ownership Interests shall be subject to mandatory tender by the Holders or Beneficial Owners thereof for purchase on the Interest Period Reset Date (a “Bond Purchase Date”) at a price of 100% of the principal amount thereof plus accrued interest to such Bond Purchase Date. The mandatory tender upon conversion to the Fixed Interest Rate of Bonds or Beneficial Ownership Interests may not be waived by the Holders or Beneficial Owners thereof. Project Bonds or Beneficial Ownership Interests shall be deemed to have been tendered for purposes of this Section 2.05 whether or not the Holders or Beneficial Owners shall have delivered such Project Bonds or Beneficial Ownership Interests to the Trustee and without further action by the Beneficial Owners with regard to Beneficial Ownership Interests. Subject to the ri ght of the Holders or Beneficial Owners of such Project Bonds or Beneficial Ownership Interests to receive the purchase price of such Project Bonds or Beneficial Ownership Interests and interest accrued thereon to the Interest Period Reset Date (and subject to the conditions set forth in Section 3.07 hereof), such Project Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall authenticate and deliver new Project Bonds in replacement thereof or new Beneficial Ownership Interests shall be recorded on the records of the Depository pursuant to the remarketing of such Project Bonds or Beneficial Ownership Interests or the pledge of such Project Bonds or 30 Beneficial Ownership Interests to the Bank in lieu of remarketing such Project Bonds or Beneficial Ownership Interests as described in Section 6.16 hereof. Section 2.06. Mandatory Tender Upon Delivery of an Alternate Letter of Credit or an Alternate Confirming Letter of Credit. (a) If at any time the Borrower shall provide for the delivery to the Trustee of an Alternate Letter of Credit in accordance with the provisions of Section 5.09 hereof, on a date selected by the Borrower, with the consent of the Trustee, which date shall precede the Replacement Date, as defined in Section 5.09 hereof, by at least five (5) Business Days (a “Bond Purchase Date”), all Project Bonds and Beneficial Ownership Interests shall be subject to mandatory tender by the Holders or Beneficial Owners, as applicable, for purchase at a price of 100% of the principal amount thereof plus accrued interest to such Bond Purchase Date. At least 30 days, but not more than 45 days, prior to such Bond Purchase Date the Trustee shall notify all Holders by first-class mail that an Alternate Letter of Credit is to be delivered by the Borrower to the Trustee. Such notice shall advise the Holders of the Bond Purchase Date, that the requirements of the Indenture and the Project Bonds relating to Alternate Letters of Credit hav e been met, the name of the financial institution issuing the Alternate Letter of Credit, the rating, if any, on the Project Bonds upon the provision of the Alternate Letter of Credit and that all Project Bonds and Beneficial Ownership Interests shall be subject to mandatory purchase, subject to the right of each Holder or Beneficial Owner to affirmatively elect to waive the mandatory tender for purchase and retain its Project Bonds or Beneficial Ownership Interests. The Trustee shall send a copy of such notice to the Remarketing Agent. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain its Project Bonds or Beneficial Ownership Interests by delivering to the Trustee a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Trustee on the eighth Business Day prior to such Bond Purchase Date, which notice shall state that (a) such Holder or Beneficial Owner has received notice of and realizes that the Borrower is delivering an Alternate Letter of Credit to the Trustee pursuant to Section 5.09, (b) such Holder or Beneficial Owner affirmatively elects to retain its Project Bonds or Beneficial Ownership Interests, and (c) such Holder or Beneficial Owner acknowledges that any rating on the Project Bonds may be reduced or withdrawn upon the delivery of an Alternate Letter of Credit. (b) If at any time the Bank shall provide for the delivery to the Trustee of an Alternate Confirming Letter of Credit, on a date selected by the Bank, with the consent of the Trustee (a “Bond Purchase Date”), which date shall be the effective date of such Alternate Confirming Letter of Credit, all Project Bonds and Beneficial Ownership Interests shall be subject to mandatory tender by the Holders o r Beneficial Owners, as applicable, for purchase at a price of 100% of the principal amount thereof plus accrued interest to such Bond Purchase Date. At least 30 days, but not more than 45 days, prior to such Bond Purchase Date the Trustee shall notify all Holders by first-class mail that an Alternate Confirming Letter of Credit is to be delivered by the Bank to the Trustee. Such notice shall advise the Holders of the Bond Purchase Date, the name of the financial institution issuing the Alternate Confirming Letter of Credit, the rating, if any, on the Project Bonds upon the provision of the Alternate Confirming Letter of Credit and that all 31 Project Bonds and Beneficial Ownership Interests shall be subject to mandatory purchase, subject to the right of each Holder or Beneficial Owner to affirmatively elect to waive the mandatory tender for purchase and retain its Project Bonds or Beneficial Ownership Interests. The Trustee shall send a copy of such notice to the Remarketing Agent. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain its Project Bonds or Beneficial Ownership Interests by delivering to the Trustee a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Trustee on the eighth Business Day prior to such Bond Purchase Date, which notice shall state that (a) such Holder or Beneficial Owner has received notice of and realizes that the Bank is delivering an Alternate Confirming Letter of Credit to the Trustee, (b) such Holder or Beneficial Owner affirmatively elects to retain its Project Bonds or Beneficial Ownership Interests, and (c) such Holder or Beneficial Owner acknowledges that any rating on the Project Bonds may be reduced or withdrawn upon the delivery of an Alternate Confirming Letter of Credit. If the Trustee is required to draw on a Confirming Letter of Credit in connection with the mandatory tender of the Bonds in connection with the delivery to the Trustee of an Alternate Confirming Letter of C redit, such draw shall be made by the Trustee on the existing Confirming Letter of Credit and not on the Alternate Confirming Letter of Credit. (c) Project Bonds or Beneficial Ownership Interests with respect to which the Trustee shall not have received the election required by the preceding paragraphs (b) or (c) shall be deemed to have been tendered for purposes of this Section 2.06 whether or not the Holders shall have delivered such Project Bonds to the Trustee and without further action by the Beneficial Owners with regard to Beneficial Ownership Interests. Subject to the right of the Holders or Beneficial Owners of such Project Bonds or Beneficial Ownership Interests to receive the purchase price of such Project Bonds or Beneficial Ownership Interests and interest accrued thereon to the Bond Purchase Date (and subject to the conditions set forth in Section 3.07 hereof), such Project Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall authenticate and deliver new Project Bonds in replacement thereof, or new Beneficial Ownership Interests shall be recorded on the records of the Depository, pursuant to the remarketing of such Project Bonds or Beneficial Ownership Interests or the pledge of such Project Bonds or Beneficial Ownership Interests to the Bank in lieu of remarketing such Project Bonds or Beneficial Ownership Interests as described in Section 6.16 hereof. Section 2.07. Mandatory Tender Upon Expiration of the Letter of Credit and the Confirming Letter of Credit, If Any. The Bonds and Beneficial Ownership Interests are subject to mandatory tender for purchase in whole on the Interest Payment Date which next precedes the Letter of Credit Termination Date by at least two days (the “Mandatory Bond Purchase Date”), at a price of 100% of the outstanding principal amount thereof plus accrued interest to such Mandatory Bond Purchase Date unless, at least 45 days prior to any such Mandatory Bond Purchase Date, (i) the Bank with respect to each Letter of Credit Termination Date pertaining to the Letter of Credit, (ii) the Confirming Bank with respect to each Letter of Credit Termination Date pertaining to the Confirming Letter of Credit, shall have agreed to an extension or further extension of such Letter of Credit Termination Date to a date not earlier than one year from the Letter of Credit Termination Date being extended. The mandatory tender of the Bonds or Beneficial Ownership Interests upon expiration of the Letter of Credit or the Confirming Letter of 32 Credit on a Mandatory Bond Purchase Date may not be waived by the Holders or Beneficial Owners thereof. At least 30 days, but not more than 45 days, prior to such Mandatory Bond Purchase Date pursuant to this Section 2.07, the Trustee shall notify all Holders by first-class mail of the Mandatory Bond Purchase Date and advise the Holders that all Bonds and Beneficial Ownership Interests shall be subject to mandatory tender for purchase on such Mandatory Bond Purchase Date and that such mandatory tender may not be waived. Bonds or Beneficial Ownership Interests not tendered for purchase as required by this Section 2.07 shall be deemed to have been tendered without further action by the Holders or Beneficial Owners thereof, subject to the right of the Holders or Beneficial Owners of such Bonds or Beneficial Ownership Interests to receive the purchase price of such Bonds or Beneficial Ownership Interests and interest accrued thereon to the Mandatory Bond Purchase Date. Not less than 90 days prior to any Letter of Credit Termination Date, the Trustee shall provide written notice to the Borrower, the Bank, the Confirming Bank, if any, and the Remarketing Agent of the Letter of Credit Termination Date. Section 2.08. Mandatory Tender Upon Failure to Reinstate the Letter of Credit or the Confirming Letter of Credit, If Any or Upon a Reimbursement Agreement Default. The Bonds and Beneficial Ownership Interests are subject to mandatory tender for purchase in whole on the date (the “Mandatory Bond Purchase Date”) which is two (2) Business Days after the date of receipt by the Trustee of a written notice from the Bank, delivered to the Trustee within five (5) calendar days (or, if such five (5th) day is not a Business Day, by the immediately preceding Business Day) following the honoring of an interest drawing on the Letter of Credit which notice (i) provides that the amount available to be drawn by the Trustee under the Letter of Credit has not been reinstated to an amount not less than 100% of the outstanding principal of, plus 105 days ’ interest on the Project Bonds (or 200 days’ interest on the Project Bonds if the Interest Rate Mode on the Project Bonds is the Fixed Interest Rate) computed at the Maximum Rate; and (ii) directs the Trustee to effect a mandatory tender of the Bonds. The Bonds and Beneficial Ownership Interests are also subject to mandatory tender for purchase in whole on the date (the “Mandatory Bond Purchase Date”) which is two (2) Business Days after the date of receipt by the Trustee of a written notice from the Confirming Bank, delivered to the Trustee within ten (10) calendar days following the honoring of an interest drawing on the Confirming Letter of Credit which notice (i) provides that the amount available to be drawn by the Trustee under the Confirming Letter of Credit has not been reinstated to an amount not less than 100% of the outstanding principal of, plus 110 days’ interest on the Project Bonds computed at the Maximum Rate; and (ii) directs the Trustee to effect a mandatory tender of the Bonds. The Bonds and Beneficial Ownership Interests are also subject to mandatory tender for purchase in whole on the date (the “Mandatory Bond Purchase Date”) which is two (2) Business Days after the date of receipt by the Trustee of a written notice from the Bank, delivered to the Trustee (i) informing the Trustee that an Event of Default as defined in the Reimbursement Agreement (a “Reimbursement Agreement Default”) has occurred and is continuing, and (ii) directing the Trustee to cause mandatory tender of the Bonds. 33 The mandatory tender of the Bonds or Beneficial Ownership Interests upon the failure of the Bank or the Confirming Bank to so reinstate the Letter of Credit or the Confirming Letter of Credit or upon a Reimbursement Agreement Default on a Mandatory Bond Purchase Date may not be waived by the Holders or Beneficial Owners thereof. The Trustee shall notify all Holders by overnight courier service (and electronically, if the Bonds are held by a Depositary) of the Mandatory Bond Purchase Date and advise the Holders that all Bonds and Beneficial Ownership Interests shall be subject to mandatory tender for purchase on such Mandatory Bond Purchase Date and that such mandatory tender may not be waived. Bonds or Beneficial Ownership Interests not tendered for purchase as required by this Section 2.08 shall be deemed to have been tendered without further action by the Holders or Beneficial Owners thereof, subject to the right of the Holders or Beneficial Owners of such Bonds or Beneficial Ownership Interests to receive the purchase price of such Bonds or Beneficial Ownership Interests and interest accrued thereon to the Mandatory Bond Purchase Date. Section 2.09. Delivery of the Project Bonds.Upon the execution and delivery of this Indenture, the Issuer shall execute replacement Project Bonds in the form of Exhibit A-1 hereto and deliver them to the Trustee. Thereupon, the Trustee shall authenticate such replacement Project Bonds and deliver them to the Initial BSBY Rate Bond Purchaser, as directed by the Issuer in accordance with this Section 2.09. Before the Trustee delivers such replacement Project Bonds to the Initial BSBY Rate Bond Purchaser, the Trustee shall have received a request and authorization to the Trustee on behalf of the Issuer, signed by the Mayor and City Clerk of the Issuer, to authenticate and deli ver such replacement Project Bonds to the Initial BSBY Rate Bond Purchaser. Section 2.10. Issuance and Delivery of Additional Bonds. At the request of the Borrower, but subject to the written consent of the Bank, the Issuer may issue Additional Bonds from time to time for any purpose permitted by the Act. Such Additional Bonds shall have a separate series designation for identification purposes. Any Additional Bonds shall be on a parity with the Project Bonds (except with respect to any moneys drawn by the Trustee on the Letter of Credit or the Confirming Letter of Credit, if any) and any Additional Bonds theretofore or thereafter issued and outstanding as to the assignment to the Trustee of the Issuer’s right, title and interest in the Revenues, the Agreement and the Project Fund, the Bond Fund (except as to any provision made by or pursuant to Sections 4.05, 5.06 or 5.07 hereof) and the moneys and investments therein to provide for payment of Bond Service Charges on the Bonds; provided, that nothing herein shall prevent payment of Bond Service Charges on any series of Additional Bonds from (a) being otherwise secured and protected from sources or by property or instruments not applicable to the Project Bonds and any one or more series of Additional Bonds, or (b) not being secured or protected from sources or by property or instruments applicable to the Project Bonds or one or more series of Additional Bonds. Notwithstanding the foregoing, moneys drawn on the Letter of Credit and the Confirming Letter of Credit, if any, securing the Project Bonds will not be used to pay Bond Service Charges on any Additional Bonds. 34 Before the Trustee shall authenticate and deliver any Additional Bonds, the Trustee shall receive the following items: (a) Original executed counterparts of any amendments or supplements to the Agreement and the Indenture entered into in connection with the issuance of the Additional Bonds, which are necessary or advisable, in the opinion of Bond Counsel, to provide that the Additional Bonds will be issued in compliance with the provisions of this Indenture. (b) One or more Additional Notes, as required by the Agreement, in an aggregate principal amount equal to the aggregate principal amount of the Additional Bonds. (c) A copy of the written request from the Borrower to the Issuer for the issuance of the Additional Bonds. (d) A copy of the applicable Bond Ordinance, certified by the City Clerk of the Issuer. (e) A request and authorization to the Trustee on behalf of the Issuer, signed by the Mayor and the City Clerk of the Issuer, to authenticate and deliver the Additional Bonds to, or on the order of, the purchaser thereof upon payment to the Trustee of the amount specified therein (including without limitation, any accrued interest), which amount shall be deposited as provided in the applicable Bond Ordinance or Supplemental Indenture. (f) The written opinion of counsel, who may be counsel for the Issuer, reasonably satisfactory to the Trustee, to the effect that: (i) the documents submitted to the Trustee in connection with the request then being made comply with the requirements of this Indenture; (ii) the issuance of the Additional Bonds has been duly authorized; (iii) all filings required to be made under Section 10.01 of this Indenture have been made; and (iv) all conditions precedent to the delivery of the Additional Bonds have been fulfilled. (g) A written opinion of Bond Counsel (who also may be the counsel to which reference is made in paragraph f), to the effect that: (i) when executed for and in the name and on behalf of the Issuer and when authenticated and delivered by the Trustee, those Additional Bonds will be valid and binding special and limited obligations of the Issuer in accordance with their terms and will be secured hereunder equally and on a parity (except with respect to any moneys drawn by the Trustee under the Letter of Credit or the Confirming Letter of Credit, if any) with all other Bonds at the time outstanding hereunder as to the assignment to the Trustee of the Issuer’s right, title and interest in the Revenues, the Agreement and the Project Fund, the Bond Fund (except as to any provision made by or pursuant to Sections 4.05, 5.06 or 5.07 hereof) and the moneys and investments therein to provide for payment of Bond Service Charges on the Bonds; and (ii) the issuance of the Additional Bonds will not result in the interest on the Bonds outstanding immediately prior to that issuance becoming includable in gross income for purposes of federal income taxation. 35 (h) A written opinion of counsel to the Borrower to the effect that the amendments or supplements to each of the Agreement and any Additional Notes have been duly authorized, executed and delivered by the Borrower, and that the Agreement, as amended or supplemented, and any Additional Notes constitute legal, valid and binding obligations of the Borrower, in accordance with their respective terms, subject to exceptions reasonably satisfactory to the Trustee for bankruptcy, insolvency and similar laws and the application of equitable principles. (i) The written approval of the Bank to the issuance and delivery of the Additional Bonds. When (a) the documents listed above have been received by the Trustee, and (b) the Additional Bonds have been executed and authenticated, the Trustee shall deliver the Additional Bonds to or on the order of the purchaser thereof, but only upon payment to the Trustee of the specified amount (including without limitation, any accrued interest) set forth in the request and authorization to which reference is made in paragraph (e) above. Section 2.11. Provisions Relating to Confirming Letter of Credit and Confirming Bank. Notwithstanding any contrary provision of this Indenture, during any period in which both the Letter of Credit (or any Alternate Letter of Credit) and a Confirming Letter of Credit are in effect, upon any payment by the Confirming Bank to the Trustee under the terms of the Confirming Letter of Credit and until all amounts then due and owing to the Confirming Bank have been paid by the Bank, the Confirming Bank may elect, by giving written notice to the Issuer, the Trustee and the Borrower, to have the following provisions apply: (a) the Bank shall be deemed to have assigned to the Confirming Bank its rights under this Indenture as collateral security for the payment obligations of the Bank, and the Confirming Bank shall succeed to and be subrogated to the rights of the Bank under this Indenture as if the Bank were not in default under the Letter of Credit; (b) all references in this Indenture to the Bank (including all provisions granting rights to the Bank and all provisions relating to directions, consents or approvals by the Bank) shall be read to refer instead to the Confirming Bank; (c) all references in this Indenture to the Letter of Credit shall be read to refer instead to the Confirming Letter of Credit; and (d) any reference in this Indenture to the effect that a particular provision will apply or will not apply if the Bank shall be in default of its obligations under its Letter of Credit or a Bankruptcy Event has occurred with respect to the B ank will not be given effect without the consent of the Confirming Bank so long as the Confirming Bank is not in default of its obligations under the Confirming Letter of Credit and no Bankruptcy Event has occurred with respect to the Confirming Bank. Section 2.12. Surrender of the Letter of Credit or the Confirming Letter of Credit. Notwithstanding any contrary provision of this Indenture, the Trustee shall not surrender the Letter 36 of Credit or the Confirming Letter of Credit until all outstanding draws thereunder have been honored. Section 2.13. Rates Generally; Certain Provisions Relating to the Bonds during the BSBY Rate Period. Bonds in the BSBY Rate Mode shall bear interest at the BSBY Rate, as determined by the BSBY Rate Calculation Agent on each BSBY Rate Adjustment Date. During the Initial BSBY Rate Period, the following additional terms and provisions shall apply with respect to the Bonds: (a) Rates Generally. BSBY Rate Calculation Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (i) administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, or any other matter related to, the Alternate Base Rate, the Benchmark (including, in the case of the BSBY Screen Rate, the Alternative Calculation Waterfall defined or set forth in BSBY’s index methodology and rulebook, as published on the BSBY Website), or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether any Benchmark is similar to, or will produce the same value or economic equivalence of, any other rate or whether financial instruments referencing or underlying the Benchmark will have the same volume or liquidity as those referencing or underlying any other rate, (ii) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (or component thereof), (iii) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (iv) the effect, implementation or composition of any Conforming Changes. BSBY Rate Calculation Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to Borrower. BSBY Rate Calculation Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, such transactions. BSBY Rate Calculation Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Benchmark, or any alternative, successor or replacement rate (including any Benchmark Replacement), in each case pursuant to the terms of the Agreement and the Note, and shall have no liability to Borrower, any Holder or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. (b) Disclosures Regarding BSBY. Each party to this Indenture acknowledges and understands that: (i) BSBY is administered, constructed, calculated and published by Bloomberg and its administration, construction, calculation, publication, continuation, discontinuation, movement, and regulation is not controlled by the BSBY Rate Calculation Agent and may change without prior notice to the BSBY Rate Calculation Agent, 37 (ii) BSBY is a relatively new variable term rate designed to represent average yields at which large, global banks access Dollar senior unsecured marginal wholesale funding, (iii) Bloomberg constructs BSBY by observing activity in various financial instruments and markets in which the BSBY Rate Calculation Agent may engage or participate, including bank deposits, certificates of deposit, commercial paper markets, and corporate bonds, (iv) BSBY is considered a so-called “credit sensitive rate” that could increase during times of market stress as it is expected to vary depending on market conditions that impact banks and other market participants, (v) BSBY is constructed in a manner that could lead to changes in its calculation during times of stress, and could lead to the Agreement and the Note transitioning from BSBY to a Benchmark Replacement Rate, (vi) banking regulators have emphasized their expectations that banks conduct diligence regarding rates replacing LIBOR, including new rates like BSBY, and (vii) Bloomberg may change the terms of its license that governs the BSBY Rate Calculation Agent’s or the Borrower’s use of BSBY. Notwithstanding the above, each party to this Indenture agrees to the use of BSBY for all purposes provided hereunder, under the Agreement, the Bonds and the Note, accepting any inherent risks associated with such utilization. (viii) BSBY Rate Conforming Changes. In connection with the use or administration of the BSBY Rate, BSBY Rate Calculation Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, in the Bonds, the Agreement, the Notes or any other document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to the Indenture, the Agreement, the Note or any other document. BSBY Rate Calculation Agent will promptly notify the Borrower of the effectiveness of any Conforming Changes in connection with the use or administration of the BSBY Rate. (ix) Default Rate. At any time during which an Event of Default shall have occurred and be continuing, all amounts owing to the Initial BSBY Rate Bond Purchaser and the Holder hereunder, including all unpaid principal and the purchase price of any Bonds tendered for purchase hereunder, and, to the extent permitted by law, any unpaid interest on the Bonds, shall accrue interest daily at the Default Rate. Interest accruing at the Default Rate shall be due and payable on demand. (x) Maximum Lawful Rate. If the amount of interest payable for any interest period during the Initial BSBY Rate Period exceeds the amount of interest that would be payable for such period had interest for such period been calculated at the Maximum Lawful Rate, then interest for such period shall be payable in an amount 38 calculated at the Maximum Lawful Rate for such period. Any interest that would have been due and payable for any period but for the operation of this clause (ii) shall nonetheless continue to accrue and be payable and shall, less interest actually paid to the Holder or Holders for such period, constitute the “Excess Interest Amount.” If there is any accrued and unpaid Excess Interest Amount as of any date, then the principal amount with respect to which interest is payable shall bear interest at the Maximum Lawful Rate, until payment to the Holder or Holder of the entire Excess Interest Amount. Notwithstanding the foregoing, on the date on which no principal amount hereunder remains unpaid, the Borrower shall pay to the Initial BSBY Rate Bond Purchaser a fee equal to any accrued and unpaid Excess Interest Amount. (xi) Book Entry System. The Book Entry System shall not be in effect with respect to the Bonds. (xii) Direct Payment Provisions. Notwithstanding any provision of this Indenture or the Agreement to the contrary: (A) All loan payments by the Borrower under the Agreement attributable to the principal and redemption or purchase price of, and the interest on, the Bonds, shall be paid directly by the Borrower to the Initial BSBY Rate Bond Purchaser. Whenever any payment of the principal of the Bonds shall be made, whether at maturity or by prior redemption, such payment shall be made by the Borrower to the Initial BSBY Rate Bond Purchaser without presentation and surrender of any Bond, provided that, absent manifest error, the Initial BSBY Rate Bond Purchaser’s record of such payments shall be conclusive and binding on the Borrower and upon any subsequent Holder of the Bonds so paid or redeemed and, in the case of the payment in full of the Bonds, such Holder shall forthwith surrender the Bonds to the Trustee for cancellation. If any Bonds, or any interest or participation therein, are sold or transferred, the Initial BSBY Rate Bond Purchaser shall notify the Issuer, the Trustee and the Borrower in writing of the name and address of the transferee, and it will, prior to delivery of such Bonds, make a notation on such Bonds of the date to which interest has been paid thereon and of the amount of any prepayments made on account of the principal thereof. If the Bonds have been paid in full, the Initial BSBY Rate Bond Purchaser shall notify the Trustee in writing. (B) The Trustee shall have no responsibility with respect to, and shall not be deemed to have any knowledge of, any Event of Default as a result of any failure by the Borrower to make any loan payment directly to the Initial BSBY Rate Bond Purchaser, unless and until the Trustee shall have received written notification from the Initial BSBY Rate Bond Purchaser of such failure, and further shall have no obligation to (i) receive and make any payment of the interest on, or the principal or redemption price of, the Bonds, which payments shall instead be made directly by the Borrower to the Initial BSBY Rate Bond Purchaser or its transferee of which the Initial BSBY Rate Bond Purchaser has provided notice of transfer pursuant to Section 2.13(xii)(A) above, or (ii) provide any notice to any party of any redemption of the Bonds, such notices to be sent directly from the Borrower to all parties entitled to receive such notice as provided under the Indenture (including, for the avoidance of doubt, notice to the Trustee). 39 During any BSBY Rate Period other than the Initial BSBY Rate Period, the Bonds may be subject to such other terms and provisions as shall be set forth in the Bond Purchase and Covenants Agreement (if any) entered into in connection with the purchase of such Bonds, and which shall be incorporated herein by a Supplemental Indenture; provided, however, that, in connection therewith, there shall be delivered to the Issuer and the Trustee a Favorable Opinion of Bond Counsel. Section 2.14. Mandatory Tender While the Bonds are in the BSBY Rate Mode. (a) The Bonds and Beneficial Ownership Interests are subject to mandatory tender for purchase in whole on the Business Day next succeeding the last day of each BSBY Rate Period (subject, however, to the right of the Initial BSBY Rate Bond Purchaser to waive such mandatory tender during the Initial BSBY Rate Period), at a price of 100% of the outstanding principal amount thereof plus accrued interest to such Mandatory Bond Purchase Date. At least 30 days, but not more than 45 days, prior to such Mandatory Bond Purchase Date pursuant to this Section 2.14(a), the Trustee shall notify all Holders by first- class mail of the Mandatory Bond Purchase Date and advise the Holders that all Bonds and Beneficial Ownership Interests shall be subject to mandatory tender for purchase on such Mandatory Bond Purchase Date. (b) Notwithstanding the foregoing, during the Initial BSBY Rate Period, the Bonds shall not be subject to mandatory tender for purchase pursuant to Section 2.14(a) above, if, not later than 180 days prior to the last day of the Initial BSBY Rate Period, the Initial BSBY Rate Bond Purchaser shall provide written notice to the Trustee and the Borrower irrevocably electing to waive the mandatory tender of the Bonds on the applicable tender date. In the event that the Initial BSBY Rate Bond Purchaser invokes the provisions of this paragraph to waive any mandatory tender of the Bonds pursuant to Section 2.14(a) above, the Initial BSBY Rate Termination Date then shall be extended for a period of five years, continuing until the first Business Day of January in the fifth succeeding calendar year thereafter, at which point the Bonds shall be subject to mandatory tender for purchase pursuant to clause 2.14(a) above on such extended Ini tial BSBY Rate Period Termination Date. The right of the Initial BSBY Rate Bond Purchaser to waive the mandatory tender of the Bonds pursuant to Section 2.14(a) above in accordance with this paragraph shall apply similarly with respect to each extended Initial BSBY Rate Period Termination Date, in each case extending the Initial BSBY Rate Period for an additional five year period. Section 2.15. Miscellaneous BSBY Loan Terms. (a) Inability to Determine Rates. Subject to Section 2.16(a) of this Indenture, titled “Benchmark Replacement Setting”, if, on or prior to the first day of any Interest Period for BSBY Bonds: (i) BSBY Rate Calculation Agent determines (which determination shall be conclusive and binding absent manifest error) that the “BSBY Rate” cannot be determined pursuant to the definition thereof; or 40 (ii) BSBY Rate Calculation Agent determines that for any reason in connection with any request for BSBY Bonds or a conversion thereto or a continuation thereof that the BSBY Rate for any requested Interest Period with respect to the BSBY Bonds does not adequately and fairly reflect the cost to BSBY Rate Calculation Agent of funding such bonds; (iii) BSBY Rate Calculation Agent will promptly so notify Borrower. Upon notice thereof by BSBY Rate Calculation Agent to Borrower, any right of Borrower to continue the BSBY Bonds or to convert Bonds to the BSBY Rate Mode shall be suspended (to the extent of the affected Interest Periods) until BSBY Rate Calculation Agent revokes such notice. Upon receipt of such notice, (i) Borrower may revoke any pending request for conversion to the BSBY Rate Mode or continuation of BSBY Bonds (to the extent of the affected Interest Periods) or, failing that, Borrower will be deemed to have converted any such request into a request for a conversion to Bonds bearing interest at the Alternate Base Rate in the amount specified therein and (ii) any outstanding affected BSBY Bonds will be deemed to have been converted into Bonds bearing interest at the Alternate Base Rate at the end of the applicable Interest Period. Upon any such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant the provision in the Bond Purchase and Covenant Agreement titled “Compensation for Losses”. Subject to Section 2.16(a) of this Indenture, “Benchmark Replacement Setting”, if BSBY Rate Calculation Agent determines (which determination shall be conclusive and binding absent manifest error) that the “BSBY Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Bonds bearing interest at the Alternate Base Rate shall be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate” until BSBY Rate Calculation Agent revokes such determination. (a) Illegality. If BSBY Rate Calculation Agent determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for BSBY Rate Calculation Agent to make, maintain or fund Bonds whose interest is determined by reference to BSBY or the BSBY Rate, or to determine or charge interest rates based upon BSBY or the BSBY Rate, then, upon notice thereof by BSBY Rate Calculation Agent to Borrower, (a) any obligation of BSBY Rate Calculation Agent to make BSBY Bonds and any right of Borrower to continue BSBY Bonds or to convert Bonds in any other Interest Rate Mode to BSBY Bonds, shall be suspended, and (b) the interest rate on which Bonds bearing interest in an Interest Rate Mode other than BSBY Mode shall, if necessary to avoid such illegality, be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until BSBY Rate Calculation Agent notifies Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) Borrower shall, if necessary to avoid such illegality, upon demand from BSBY Rate Calculation Agent, redeem or, if applicable, convert all BSBY Bonds to Bonds bearing interest at the Alternate Base Rate (the interest rate on which Bonds bearing interest at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Interest Period therefor, BSBY Rate Calculation Agent may lawfully continue to maintain such BSBY Bonds to such day, or immediately, if BSBY Rate Calculation Agent 41 may not lawfully continue to maintain such BSBY Bonds to such day, and (ii) if necessary to avoid such illegality, BSBY Rate Calculation Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” in each case until BSBY Rate Calculation Agent determines that it is no longer illegal for BSBY Rate Calculation Agent to determine or charge interest rates based upon BSBY or the BSBY Rate. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to the Bond Purchase and Covenant Agreement. Section 2.16. Benchmark Replacement Provisions. (a) Benchmark Replacement Setting.Benchmark Replacement. Notwithstanding anything to the contrary in this Indenture, the Bond, the Notes or any other Bond Document (and a Swap Agreement shall be deemed not to be a “Bond Document” for purposes of this Section 5.1)5, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Bond Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, the Agreement, the Bonds, Notes or any other Bond Document and (y) if a Benchmark Replacement is determined in accordance with clause (c) of the definition of “Benchmark Replacement” or clause (b) of the definition of “Benchmark Replacement Adjustment” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Bond Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the date notice of such Benchmark Replacement is provided to Borrower without any amendment to, or further action or consent of any other party to, the Agreement, the Bonds, Notes or any other Bond Document. (ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, BSBY Rate Calculation Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to the Agreement, the Bonds, Notes or any other Bond Document. (iii) Notices; Standards for Decisions and Determinations. BSBY Rate Calculation Agent will promptly notify Borrower of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark 5 NTD: to be confirmed whether any swap in p lace. 42 Replacement. The BSBY Rate Calculation Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.16(a)(iv) of this Indenture, entitled “Unavailability of Tenor of Benchmark” and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by BSBY Rate Calculation Agent pursuant to this Section 2.16, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to the Agreement, the Bonds, Notes or any other Bond Document, except, in each case, as expressly required pursuant to this Section 2.16. (iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Bond Document, at any time (including in connection with the implementation or a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including BSBY or Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by BSBY Rate Calculation Agent in its reasonable discretion, (B) the administrator of such Benchmark or a Government Authority having jurisdiction over such administrator with respect to its publication of such Benchmark of a Governmental Authority having jurisdiction over BSBY Rate Calculation Agent, in each case acting in such capacity, has provided a public statement or publication of information identifying a specific date after which any tenor shall or will no longer be made available, or permitted to be used for determining, the interest rate of Dollar -denominated loans, or (C) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided one or more public statements or publications of information (including by means of a technical note published on the BSBY Website) announcing or indicating in effect, that any tenor for such Benchmark is not or will not be representative or that a BSBY Final Step Event has occurred with respect to any tenor of such Benchmark, then BSBY Rate Calculation Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such impacted or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement), or (B) is not (or is no longer) subject to an announcement described in clause (i)(B) or (i)(C) above, then BSBY Rate Calculation Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Benchmark Unavailability Period. Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of BSBY Bonds to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Bonds bearing interest at the Alternative Base Rate. During a Benchmark Unavailability Period with respect to the then-current Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component 43 of the Alternate Base Rate based upon such then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. END OF ARTICLE II ARTICLE III TERMS OF BONDS GENERALLY Section 3.01. Form of Bonds.The Bonds, the certificate of authentication and the form of assignment shall be substantially in the respective form thereof set forth in (i) Exhibit A to this Indenture or, (ii) with respect to Bonds bearing interest at the BSBY Rate, Exhibit A-1 to this Indenture, with, in the case of Additional Bonds, any omissions, insertions and variations which may be authorized or permitted by the Bond Ordinance authorizing, or the Supplemental Indenture entered into in connection with, those Additional Bonds, all consistent with this Indenture. All Bonds, unless a Supplemental Indenture shall have been executed and delivered pursuant to Section 8.02(g) hereof, shall be in fully registered form, and, except as provided in Section 3.05 hereof and as provided in Sections 2.02, 2.04, 2.05, 2.06, 2.07, 6.15 and 6.16 with respect to Beneficial Ownership Interests, the Holder of a Bond shall be regarded as the absolute owner thereof for all purposes of this Indenture. The Bonds of one series shall bear any designations that may be necessary or advisable to distinguish them from Bonds of any other series. The Bonds shall be negotiable instruments and shall express the purpose for which they are issued and any other statements or legends which may be required by law. Each Bond of the same series shall be of a single maturity, unless the Trustee shall approve the authentication and delivery of a Bond of more than one maturity. Bonds of any maturity may be initially issued in temporary form exchangeable for definitive Bonds of the same maturity when ready for delivery. The temporary Bonds shall be of such denomination or denominations, without coupons, as may be determined by the Issuer, and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Issuer issues temporary Bonds, it will execute and furnish definitive Bonds at the Borrower’s expense (and without cost to the owners of such temporary Bonds), and thereupon the temporary Bonds may be surrendered for cancellation in exchange therefor at the principal corporate trust office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive registered Bonds, without coupons, of the same series and maturity of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder. Section 3.02. Variable Terms.Subject to the provisions of this Indenture, each series of Bonds shall be dated, shall mature in the years and the amounts, shall bear interest at the rate or rates per annum, shall be payable on the dates, shall be of the denominations, shall be subject to redemption on the terms and conditions and shall have any other terms which are set forth or 44 provided for in this Indenture in the case of the Project Bonds, and in this Indenture, the applicable Bond Ordinance and the Supplemental Indenture, in the case of any issue of Additional Bonds. Section 3.03. Execution and Authentication of Bonds.Unless otherwise provided in the applicable Bond Ordinance, each Bond shall be signed by the Mayor of the Issuer and be attested to by the City Clerk of the Issuer (provided that such signatures may be facsimiles), and shall bear the seal of the Issuer or a facsimile thereof. In case any officer whose signature or a facsimile of whose signature appears on any Bond shall cease to be that officer before the issuance of the Bond, the officer’s signature or the facsimile thereof nevertheless shall be valid and sufficient for all purposes, the same as if he or she had remained in office until that time. Any Bond may be executed on behalf of the Issuer by an officer who, on the date of execution is the proper officer, although on the date of the Bond that person was not the proper officer. No Bond shall be valid or become obligatory for any purpose or shall be entitled to any security or benefit under this Indenture unless and until a certificate of authentication, substantially in the form set forth in Exhibit A or Exhibit A-1 to this Indenture, has been signed by the Trustee. The authentication by the Trustee upon any Bond shall be conclusive evidence that the Bond so authenticated has been duly authenticated and delivered hereunder and is entitled to the security and benefit of this Indenture. The certificate of the Trustee may be executed by any person authorized by the Trustee, but it shall not be necessary that the same authorized person sign the certificates of authentication on all of the Bonds. Section 3.04. Source of Payment of Bonds.To the extent provided in and except as otherwise permitted by this Indenture, (a) the Bonds shall be special and limited obligations of the Issuer and the Bond Service Charges thereon shall be payable equally and ratably solely from the Revenues, (b) the payment of Bond Service Charges on the Bonds shall be secured by the assignment of Revenues hereunder and by this Indenture, and (c) payments due on the Bonds also shall be secured by the Notes; provided, however, that payment of Bond Service Charg es on any series of Additional Bonds may be otherwise secured and protected from sources or by property or instruments not applicable to the Project Bonds and any one or more series of Additional Bonds, or not secured and protected from sources or by property or instruments applicable to the Project Bonds or one or more series of Additional Bonds. The Bonds shall not constitute a debt, liability or obligation of the City, the State or any political subdivision thereof, within the meaning of any constitutional or statutory provision or limitation, or a pledge of the faith and credit or taxing power of the City, the State or any political subdivision thereof, and shall not be payable in any manner from revenues raised by taxation. Section 3.05. Payment and Ownership of Bonds.The principal of and any premium on any Bond shall be payable when due to a Holder upon presentation and surrender of such Bond at the designated corporate trust office of the Trustee. Interest on any Bond shall be paid on each Interest Payment Date by check which the Trustee shall cause to be mailed on that date to the person in whose name the Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date applicable to that Interest Payment Date on the Regis ter at the address appearing therein; provided that interest payable at final maturity of a Bond shall be paid only upon presentation and surrender of such Bond at the designated corporate trust office of the Trustee. If and to the extent, however, that the Issuer shall fail to make payment or provision for payment of interest on any Bond on any Interest Payment Date, that interest shall cease to be 45 payable by the Issuer to the Person who was the Holder of that Bond (or of one or more Predecessor Bonds) as of the applicable Regular Record Date. When moneys become available for payment of the interest, (a) the Trustee shall, pursuant to Section 7.06(d) hereof, establish a Special Record Date for the payment of that interest which shall be not more than 15 nor fewer than 10 days prior to the date of the proposed payment, and (b) the Trustee shall cause notice of the proposed payment and of the Special Record Date to be mailed by first-class mail, postage prepaid, to such Holder at its address as it appears on the Register no fewer than 10 days prior to the Special Record Date and, thereafter, the interest shall be payable to the Persons who are the Holders of such Bonds (or their respective Predecessor Bonds) at the close of business on the Special Record Date. Bond Service Charges shall be payable in lawful money of the United States of America, without deduction for the services of the Trustee or any co-Trustee. Notwithstanding anything herein to the contrary, when any Bond is registered in the name of a Depository or its nominee, the principal and redemption price of and interest on such Bond shall be payable in next day or federal funds delivered or transmitted to the Depository or its nominee. Subject to the foregoing, each Bond delivered under this Indenture upon transfer thereof, or in exchange for or in replacement of any other Bond, shall carry the rights to interest accrued and unpaid, and to accrue on that Bond, or which were carried by that Bond. Except as provided in (a) Sections 2.02, 2.04, 2.05, 2.06, 2.07, 6.15 and 6.16 with respect to Beneficial Ownership Interests, and (b) this Section 3.05 and the first paragraph of Section 3.07 hereof, (x) the Holder of any Bond shall be deemed and regarded as the absolute owner thereof for all purposes of this Indenture, (y) payment of or on account of the Bond Service Charges on any Bond shall be made only to or upon the order of that Holder or its duly authorized attorney in the manner permitted by this Indenture, and (z) neither the Issuer nor the Trustee shall, to the extent permitted by law, be affected by notice to the contrary. All of those payments shall be valid and effective to satisfy and discharge the liability upon that Bond, including without limitation, the interest thereon, to the extent of the amount or amounts so paid. Section 3.06. Transfer and Exchange of Bonds.So long as any of the Bonds remain outstanding, the Issuer will cause books for the registration and transfer of Bonds, as provided in this Indenture, to be maintained and kept at the designated office of the Trustee. Subject to the provisions of Section 2.02 hereof, unless otherwise provided in the applicable Bond Ordinance or Supplemental Indenture, Bonds may be exchanged, at the option of their Holder, for Bonds of the same series and of any authorized denomination or denominations in an aggregate principal amount equal to the unmatured and unredeemed principal amount of, and bearing interest at the same rate and maturing on the same date or dates as, the Bonds being exchanged. The exchange shall be made upon presentation and surrender of the Bonds being exchanged at the designated office of the Trustee, together with an assignment duly executed by the Holder or its duly authorized attorney in any form which shall be satisfactory to the Trustee. Subject to the provisions of Section 2.02 hereof, any Bond may be transferred upon the Register, upon presentation and surrender thereof at the designated office of the Trustee together with an assignment duly executed by the Holder or its duly authorized attorney in any form 46 which shall be satisfactory to the Trustee. Upon transfer of any Bond and on request of the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee, a new Bond or Bonds of the same series, of any authorized denomination or denominations in an aggregate principal amount equal to the unmatured and unredeemed principal amount of, and bearing interest at the same rate and maturing on the same date or dates as, the Bonds presented and surrendered for transfer. The date of such transfer to be recorded upon the Register shall be the date of authentication of the new Bond or Bonds. In all cases in which Bonds shall be exchanged or transferred hereunder, the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture. The exchange or transfer shall be made without charge; provided that the Issuer and the Trustee may make a charge for every exchange or transfer of Bonds sufficient to reimburse them for any tax or excise required to be paid with respect to the exchange or transfer. The charge shall be paid before a new Bond is delivered. All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Bonds surrendered upon transfer or exchange. Neither the Issuer nor the Trustee shall be required to make any exchange or transfer of a Bond during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Bonds of such series and ending at the close of business on the day of such mailing or to transfer or exchange any Bonds selected for redemption, in whole or in part; provided, however, the foregoing provisions shall not preclude an exchange or transfer of a Bond in the case of an optional or mandatory tender under Sections 2.04, 2.05, 2.06 or 2.07 hereof. In case any Bond is redeemed in part only, on or after the redemption date and upon presentation and surrender of the Bond, the Issuer shall cause execution of, and the Trustee shall authenticate and deliver, a new Bond or Bonds of the same series in authorized denominations in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate and maturing on the same date or dates as, the Bond redeemed in part. Notwithstanding the foregoing, however, if a Depository is the sole Bondholder, delivery of a notation of partial redemption of Bonds shall be made in such manner as is mutually agreed upon by the Trustee and the Depository. Section 3.07. Mutilated, Lost, Wrongfully Taken, Undelivered or Destroyed Bonds.If any Bond is mutilated, lost, wrongfully taken or destroyed, or any tendered Bond or Bond deemed to have been tendered is not delivered pursuant to the terms of this Indenture, in the absence of written notice to the Issuer and the Trustee that a lost, wrongfully taken or destroyed or undelivered Bond has been acquired by a bona fide purchaser, the Trustee shall authenticate and deliver a new Bond of like date, maturity, interest rate and denomination and of the same series as the Bond mutilated, lost, wrongfully taken, destroyed or undelivered; provided, that (a) in the case of any mutilated Bond, the mutilated Bond first shall be surrendered to the Trustee, (b) in the case of any lost, wrongfully taken or destroyed Bond, there first shall be furnished to the Issuer and the Trustee evidence of the loss, wrongful taking or destruction satisfactory to the Issuer and the Trustee, together with indemnity to the Issuer, the Trustee, the Borrower, the Bank and the Confirming Bank, if any, satisfactory to each of them, and payment of any out of pocket costs of the Issuer, and (c) in the case of any tendered Bond which is undelivered, there shall be satisfactory loss 47 indemnity furnished to the Issuer, the Trustee, the Borrower, the Bank and the Confirming Bank by the nondelivering Holder. If any lost, wrongfully taken, undelivered or destroyed Bond shall have matured, instead of issuing a new Bond, the Authorized Borrower Representative may direct the Trustee to pay that Bond without surrender thereof upon the furnishing of satisfactory evidence and indemnity as in the case of issuance of a new Bond. The Issuer and the Trustee may charge the Holder of a mutilated, lost, wrongfully taken, undelivered or destroyed Bond their reasonable fees and expenses in connection with their actions pursuant to this Section. Every new Bond issued pursuant to this Section by reason of any Bond being lost, wrongfully taken, undelivered or destroyed (a) shall constitute, to the extent of the outstanding principal amount of the Bond lost, taken or destroyed, an additional contractual obligation of the Issuer, regardless of whether the lost, wrongfully taken or destroyed Bond shall be enforceable at any time by anyone and (b) shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Bonds issued and outstanding hereunder. Section 3.08. Cancellation of Bonds.Except as provided in Section 3.06 hereof, any Bonds surrendered pursuant to this Article for the purpose of payment or retirement or for exchange, replacement or transfer shall be canceled upon presentation and surrender thereof to the Trustee. The Issuer, or the Borrower on behalf of the Issuer, may deliver at any time to the Trustee for cancellation any Bonds previously authenticated and delivered hereunder, which the Issuer or the Borrower may have acquired in any manner whatsoever. All Bonds so delivered shall be canceled promptly by the Trustee. Certification of the surrender and cancellation shall be made to the Issuer, the Bank and the Confirming Bank, if any, by the Trustee as such cancellations occur. Those canceled Bonds shall be destroyed by the Trustee by shredding or incineration. The Trustee shall provide certificates describing the destruction of canceled Bonds to the Issuer, the Borrower, the Bank and the Confirming Bank, if any. END OF ARTICLE III ARTICLE IV REDEMPTION OF BONDS Section 4.01. Terms of Redemption of Project Bonds.The Project Bonds are subject to redemption prior to stated maturity as follows: (a) Mandatory Redemption Upon a Determination of Taxability. Upon the occurrence of a Determination of Taxability, all Project Bonds to which such Determination of Taxability is applicable are subject to mandatory redemption in whole at a redemption price equal to 100% of the outstanding principal amount thereof, plus interest accrued to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Borrower, but in no event later than 45 days following receipt by the Trustee of notice of the Determination of Taxability. The occurrence of a Determination of Taxability with respect to the Project Bonds will not constitute an Event of Default under this Indenture. 48 Within five Business Days after receipt by the Trustee of written notice of a Determination of Taxability, the Trustee shall give written notice thereof to the Holders of all Project Bonds to be redeemed, as shown by the Register, and shall also give written notice to the Borrower, the Issuer, the Bank, and the Confirming Bank, if any. (b) Optional Redemption. Any Project Bonds in the BSBY Rate Mode are subject to optional redemption in whole or in part (and if in part in denominations of $100,000 or any integral multiple of $5,000 in excess thereof) on any Interest Payment Date, at the written direction of the Borrower, at a Redemption Price equal to the aggregate principal amount of the Project Bonds to be redeemed plus accrued interest thereon to the redemption date, without premium, to the extent of optional prepayments of the Loan in accordance with the Agreement. In addition, unless previously redeemed, the Project Bonds are subject to redemption at the option of the Issuer, with the consent of the Bank, upon the direction of the Borrower (subject to compliance with Section 4.03 hereof), (i) if the Project Bonds do not bear interest at the Fixed Interest Rate, in part (in integral multiples of $5,000, provided that the unredeemed portion of any Bond redeemed in part shall be $100,000 or more) on any Interest Payment Date or in whole at any time at the redemption price of 100% of the principal amount redeemed plus accrued interest thereon to the redemption date, and (ii) after the Fixed Interest Rate Commencement Date and on or after the First Optional Redemption Date, in whole or in part (in integral multiples of $5,000, provided that the unredeemed portion of any Bond redeemed in part shall be $100,000 or more) at any time at a redemption price equal to the following percentages of the principal amount redeemed, plus in each case accrued interest to the date fixed for redemption. Redemption Date Optional Redemption Price First Optional Redemption Date, through the following last day of June 103% First Anniversary of the First Optional Redemption Date, through the following last day of June 102% Second Anniversary of the First Optional Redemption Date, through the following last day of June 101% Third Anniversary of the First Optional Redemption Date and thereafter 100% (c) Extraordinary Optional Redemption. The Project Bonds are also subject to redemption by the Issuer in the event of the exercise by the Borrower of its option (subject to compliance with Section 4.03 hereof) to direct that redemption upon occurrence of any of the events described in Section 6.2 of the Agreement, (a) at any time in whole, or (b) at any time in part upon the occurrence of the events permitting such partial redemption, as provided in Section 6.2 of the Agreement, in each case at a redemption price of 100% of the principal amount redeemed, plus interest accrued to the redemption date. (d) Mandatory Sinking Fund Redemption. In the event the Bonds bear interest at the Fixed Interest Rate, the Bonds shall be subject to mandatory redemption pursuant to mandatory sinking fund requirements, at a redemption price of 100% of the 49 principal amount redeemed plus interest accrued to the redemption date, on each January 1, April 1, July 1 or October 1, commencing on the January 1, April 1, July 1, or October 1 immediately succeeding the conversion to the Fixed Interest Rate, in the principal amounts (if any) set forth in the Reimbursement Agreement. The mandatory sinking fund redemption requirements shall apply for the remaining term for which the Bonds would be outstanding if the Bonds bear interest at the Fixed Interest Rate. The aggregate of the Loan Payments specified in Section 4.01 of the Agreement, which are to be deposited in the Bond Fund on each Loan Payment Date, as defined in the Agreement, shall include amounts sufficient to redeem the principal amount of Bonds subject to mandatory redemption pursuant to mandatory sinking fund requirements (less the amount of any credit as provided below). The Issuer, or the Borrower on behalf of the Issuer, shall have the option to deliver to the Trustee for cancellation Bonds in any aggregate principal amount and to receive a credit against the then current mandatory sinking fund requirement (and corresponding mandatory redemption obligation) of the Issuer. That option shall be exercised by the Issuer, or the Borrower on behalf of the Issuer, on or before the 45th day preceding the applicable mandatory sinking fund redemption date, by furnishing the Trustee a certificate, executed by the Issuer, or the Borrower on behalf of the Issuer, setting forth the extent of the credit to be applied with respect to the then current mandatory sinking fund requirements, and the Bonds to be so credited. If the certificate and the Bonds to be credited are not timely furnished to the Trustee, the mandatory sinking fund requirement (and corresponding mandatory redemption obligation) shall not be reduced. With the prior written consent of the Bank and the Confirming Bank, if any, credit against the then current mandatory sinking fund requirement (and corresponding mandatory redemption obligation) also shall be received by the Issuer for any Bonds which prior thereto have been redeemed (other than through the operation of the mandatory sinking fund requirements) or purchased for cancellation and canceled by the Trustee, to the extent not applied theretofore as a credit against any redemption obligation. Except as otherwise provided in the preceding paragraph, each Bond previously redeemed or purchased and canceled, shall be credited by the Trustee at 100% of the principal amount thereof against the mandatory sinking fund requirements (and corresponding mandatory redemption obligations) in inverse order of the maturity of the mandatory sinking fund requirements. Use of Certain Funds to Redeem Project Bonds. Except as provided in Section 9.02 hereof, the Trustee shall pay the redemption price on all Project Bonds redeemed under this Section 4.01 in the same manner and from the same sources as provided in Section 5.03 hereof for the payment of Bond Service Charges. Section 4.02. Partial Redemption. If fewer than all of the outstanding Bonds of a series that are stated to mature on different dates are called for redemption at one time, those Bonds which are called shall be called in inverse order of the maturities of the Bonds of that series to be redeemed. If fewer than all of the Bonds of a single maturity are to be redeemed, the selection of Bonds to be redeemed, or portions thereof, in amounts equal to $5,000 or any integral multiple thereof shall be made by lot by the Trustee in any manner which the Trustee may determine; provided that (1) the Trustee shall select Project Bonds for redemption so as to assure that after 50 such redemption no Holder shall retain Bonds in an aggregate amount less than $100,000, and (2) if less than all of an outstanding Bond of one maturity in a book-entry system is to be called for redemption, the Trustee shall give notice to the Depository or the nominee of the Depository that is the Holder of such Bond, and the selection of the beneficial interests in that Bond to be redeemed shall be at the sole discretion of the Depository and its participants. In the case of a partial redemption of Bonds by lot each unit of face value of principal thereof equal to $5,000 (each such $5,000 unit is hereinafter referred to as a “Unit”) shall be treated as though it were a separate Bond in the amount of such Unit. If it is determined that one or more, but not all of the Units represented by a Bond are to be called for redemption, then upon notice of redemption of a Unit or Units of Bonds, the Holder of that Bond shall surrender the Bond to the Trustee (a) for payment of the redemption price of the Unit or Units of Bonds called for redemption (including without limitation, the interest accrued to the date fixed for redemption and any premium), and (b) for issuance, without charge to the Holder thereof, of a new Bond or Bonds of the same series, of $100,000 or amounts in excess thereof in such integrals as are permitted hereunder, aggregating a principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate and maturing on the same date as, the Bond surrendered. Section 4.03. Issuer’s Election to Redeem.Except in the case of redemption pursuant to any mandatory sinking fund requirements or pursuant to other mandatory redemption provisions hereof, Bonds shall be redeemed only by written notice from the Issuer to the Trustee, the Bank, and the Confirming Bank, if any, given at the direction of the Borrower, or by written notice from the Borrower to the Trustee, the Bank, and the Confirming Bank, if any, on behalf of the Issuer. That notice shall specify the redemption date and the principal amount of each maturity of Bonds to be redeemed, and shall be given at least 45 days prior to the redemption date or such short er period as shall be acceptable to the Trustee. Except with the prior written consent of the Bank and the Confirming Bank, if any, in the case of any optional redemption of Project Bonds pursuant to Section 4.01(b) or (c) hereof, there shall be Eligible Funds on deposit with the Trustee prior to the giving of the notice required by Section 4.04 hereof in an amount which will be sufficient to redeem at the redemption price thereof and interest accrued to the redemption date, all of the Project Bonds for which notice of redemption is to be given. Section 4.04. Notice of Redemption.Unless waived by any Holder of Bonds to be redeemed, official notice of any such redemption shall be given by the Trustee or the Trustee on behalf of the Issuer by mailing a copy of an official redemption notice by first-class mail at least 30 days and not more than 60 days prior to the date fixed for redemption (except in the case of a Section 4.01(a) redemption, in which case such notice shall be given at least 5 days and not more than 15 days prior to the date fixed for redemption) to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Register or at such other address as is furnished in writing by such registered owner to the Trustee. The Trustee shall send a copy of such notice to the Remarketing Agent. All official notices of redemption shall be dated and shall state: (a) the redemption date; (b) the redemption price; 51 (c) if less than all outstanding Bonds are to be redeemed, the identification by designation, letters, numbers or other distinguishing marks (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (d) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; and (e) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Trustee. In addition to the foregoing notice, further notice shall be given by the Trustee as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. (a) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption, plus: (i) the CUSIP numbers of all Bonds being redeemed; (ii) the date of issue of the Bonds as originally issued; (iii) the rate of interest borne by each Bond being redeemed; (iv) the maturity date of each Bond being redeemed; and (v) any other descriptive information needed to identify accurately the Bonds being redeemed. (b) Each further notice of redemption shall be sent at least 30 days before the redemption date by facsimile or first-class mail to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now consisting solely of The Depository Trust Company of New York, New York) and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. (c) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number (if any) identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Failure to receive notice by mailing or any defect in that notice regarding any Bond, however, shall not affect the validity of the proceedings for the redemption of any other Bond. Notice of any redemption hereunder with respect to Bonds held under a book-entry system shall be given by the Trustee only to the Depository or its nominee, as the Holder of such Bonds. Selection of book-entry interests in the Bonds called for redemption is the responsibility of the Depository and any failure of any Direct Participant, Indirect Participant or Beneficial Owner to receive such notice and its contents or effect will not affect the validity of such notice or any proceedings for the redemption of such Bonds. Section 4.05. Payment of Redeemed Bonds.Notice having been mailed to the registered owner of the Bond or Bonds to be redeemed in the manner provided in Section 4.04 hereof, and, 52 in the event of optional redemption pursuant to Section 4.01(b) or (c) hereof, upon money being deposited as and if required by Section 4.03 hereof, the Bonds and portions thereof called for redemption shall become due and payable on the redemption date, and upon presentation and surrender thereof at the place or places specified in that notice, shall be paid at the redemption price, including interest accrued to the redemption date. Except as provided in Section 9.02 hereof, the Trustee shall make a drawing under the Letter of Credit, and, if necessary, under the Confirming Letter of Credit, if any, to pay the principal of and interest due on the Bonds being redeemed. Any moneys received by the Trustee from the Borrower which are available to be applied toward the payment of such principal and interest, shall be paid (i) to the Bank to reimburse the Bank for any drawing made under the Letter of Credit, or (ii) to the Confirming Bank to reimburse the Confirming Bank for any drawing made under the Confirming Letter of Credit, to pay such principal and interest. Subject to the provisions of Section 13.05 hereof, if money for the redemption of all of the Bonds and portions thereof to be redeemed, together with interest accrued thereon to the redemption date, is held by the Trustee on the redemption date, so as to be available therefor on that date and if notice of redemption has been deposited in the mail to the registered owner of the Bond or Bonds to be redeemed as aforesaid, then from and after the redemption date those Bonds and portions thereof called for redemption shall cease to bear interest and no longer shall be considered to be outstanding hereunder. If those moneys shall not be so available on the redemption date or that notice shall not have been deposited in the mail as aforesaid, those Bonds and portions thereof shall continue to bear interest, until they are paid, at the same rate or rates as they would have borne had they not been called for redemption. All moneys deposited in the Bond Fund and held by the Trustee for the redemption of particular Bonds shall be held in trust for the account of the Holders thereof and shall be paid to them, upon presentation and surrender of those Bonds, except as provided in Section 3.06 hereof. Section 4.06. Variation of Redemption Provisions.The provisions of this Article IV, insofar as they apply to the issuance of any series of Additional Bonds, may be varied by the Supplemental Indenture providing for that series. END OF ARTICLE IV ARTICLE V PROVISIONS AS TO FUNDS, PAYMENTS, PROJECT AND AGREEMENT Section 5.01. Creation of Project Fund.There is created by the Issuer and ordered maintained in the custody of the Trustee, a trust fund designated “City of South Bend, Indiana Variable Rate Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) Project Fund”. The proceeds of the Project Bonds shall be deposited into the Project Fund; provided, however, any proceeds representing accrued interest on the Project Bonds shall be deposited in the Bond Fund. The proceeds of the sale of any Additional Bonds, other than any proceeds representing accrued interest which shall be deposited in the Bond Fund pursuant to Section 5.03 hereof, shall be deposited in the Project Fund set forth in the Supplemental Indenture relating to those Additional Bonds. If the unexpended proceeds of a prior issue of Bonds remain 53 in the Project Fund into which proceeds of Additional Bonds are to be deposited upon the issuance of those Additional Bonds, the Trustee shall establish a separate subaccount within that Project Fund, for accounting purposes, for the deposit of the proceeds of the issue of Additional Bonds in accordance with this Section. Pending disbursement pursuant to the Agreement, the moneys and Eligible Investments to the credit of each Project Fund shall constitute a part of the Revenues assigned to the Trustee as security for the payment of the Bond Service Charges. Section 5.02. Disbursements From and Records of Project Fund.Moneys held in the Project Fund representing proceeds of the sale of the Project Bonds shall be disbursed by the Trustee in accordance with the provisions of the Agreement to pay the costs of the appropriate portions of the Project, including the issuance costs as provided in and subject to the Agreement and to pay the capitalized interest costs on the Project Bonds, if any. The Trustee is hereby authorized to make each disbursement required by the provisions of the Agreement. The Trustee shall cause to be kept and maintained adequate records pertaining to the Project Fund and all disbursements therefrom. If requested by the Bank, the Issuer or the Borrower, the Trustee shall file copies of the records pertaining to the Project Fund and all disbursements from such fund with the Bank, the Issuer and the Borrower. Upon the occurrence and continuance of an Event of Default hereunder, because of which the principal amount of the Bonds has been declared to be due and payable immediately pursuant to Section 7.03 hereof, any moneys remaining in the Project Fund shall be promptly transferred by the Trustee to the Bond Fund. Section 5.03. Creation of Bond Fund; Letter of Credit; Confirming Letter of Credit. (a) Bond Fund. There is created by the Issuer and ordered maintained as a separate deposit account (except when invested as hereinafter set forth) in the custody of the Trustee a trust fund to be designated “City of South Bend, Indiana Variable Rate Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) Bond Fund.” Unless otherwise set forth in the applicable Bond Legislation or Supplemental Indenture relating to the issuance of a series of Additional Bonds, there shall be deposited in the Bond Fund (and credited, if required by this Indenture or the Agreement to appropriate accounts therein), from the proceeds of the sale of the Bonds, any accrued interest paid by the purchasers of the Bonds. Except as otherwise provided herein, the Trustee shall deposit in the Bond Fund upon receipt all Revenues other than Bond proceeds deposited in the Project Fund, including all moneys received upon drawings made under the Letter of Credit and the Confirming Letter of Credit (provided that all moneys received upon drawings made under the Confirming Letter of Credit shall be deposited into a sub-account of the Bond Fund), if any (except as otherwise provided in Section 6.15 hereof) and any other amounts which, under the terms of this Indenture, the Notes, the Agreement, the Reimbursement Agreement, the Letter of Credit or the Confirming Letter of Credit, if any, are to be applied to the payment of Bond Service Charges. Except as provided herein, the Bond Fund (and accounts therein for which provision is made herein or in the 54 Agreement) and the moneys and Eligible Investments therein shall be used solely and exclusively for the payment of Bond Service Charges as they fall due at stated maturity, by redemption, pursuant to any mandatory sinking fund requirements or upon acceleration, all as provided herein and in the Agreement. The Trustee shall establish separate accounts within the Bond Fund for each separate series of Bonds. The Trustee shall establish separate subaccounts within each separate series account in the Bond Fund for each source of deposit (including any investment income thereon) made into the Bond Fund so that the Trustee may at all times ascertain the date of deposit, the amounts and the source of the funds in each subaccount. Moneys received from drawings on the Letter of Credit or the Confirming Letter of Credit, if any, shall be deposited in a separate subaccount (the “Letter of Credit Account”) and shall never be commingled with moneys from any other source, except as otherwise provided herein. Neither the Issuer nor the Borrower shall have any interest in the Bond Fund, and any moneys deposited therein (including draws under the Letter of Credit or the Confirming Letter of Credit, if any) shall be in the custody of and held by the Trustee in trust for the sole benefit of the Bondholders and the Beneficial Owners. Moneys in the Bond Fund shall be used to pay Bond Service Charges with respect to the Project Bonds and for the redemption of Project Bonds prior to maturity and as otherwise provided in this Indenture only in the following order: FIRST: Amounts drawn by the Trustee under the Letter of Credit or the Confirming Letter of Credit, if any, and deposited into a separate account in the Bond Fund; SECOND: Any Eligible Funds on deposit in the Bond Fund; THIRD: Any other amounts available in the Bond Fund. (b) Letter of Credit Matters While a Confirming Letter of Credit is in Effect. During any period in which a Confirming Letter of Credit is in effect, the provisions of this Section 5.03(B) shall apply, and the provisions of Section 5.03(C) shall not apply. The Issuer hereby authorizes and directs the Trustee to draw on the Letter of Credit and on the Confirming Letter of Credit pursuant to their respective terms, in the amounts and at the times necessary to pay Bond Service Charges on the Project Bonds (excluding any premium) pursuant to this Section 5.03(B). The Trustee shall draw upon the Letter of Credit in accordance with the terms thereof under the following circumstances: (a) On or before noon, New York City time, on the Business Day prior to (i) any Mandatory Bond Purchase Date, (ii) any Interest Payment Date (or the maturity date or any date set for a redemption of Project Bonds which is not an Interest Payment Date) or (iii) each Bond Purchase Date, the Trustee shall determine the amount necessary to make all required payments of principal of and interest on the Project Bonds or purchase price payments on the next succeeding Mandatory Bond Purchase Date, Interest Payment Date, maturity date or other redemption date or such Bond Purchase Date, and shall present 55 to the Bank the required documents under the Letter of Credit so as to permit the timely transfer of funds in such amount from the Bank to the Trustee for payment of interest on the Bonds on each Interest Payment Date, for payment of the principal of and interest on the Project Bonds when due, whether at maturity or upon prior redemption, or the payment of the purchase price of Project Bonds or Beneficial Ownership Interests when due on the applicable Bond Purchase Date or Mandatory Bond Purchase Date. In the event the Trustee has not received the proceeds of such drawing on the Letter of Credit from the Bank by 10:30 a.m., New York City time, on such Mandatory Bond Purchase Date, Interest Payment Date (or the maturity date or any date set for a redemption of Project Bonds which is not an Interest Payment Date) or Bond Purchase Date, or the Letter of Credit has been repudiated, the Trustee shall take all action necessary to draw on the Confirming Letter of Credit, by 11:00 a.m., New York City time, on such date, an amount equal to the amount drawn on the Letter of Credit in order for the Trustee to receive the amounts drawn by 2:30 p.m., New York City time, on such date. (b) Upon acceleration of the Project Bonds upon the occurrence of an Event of Default under Section 7.01 hereof, the Trustee shall present to the Bank the required documents under the Letter of Credit for payment of the entire amount due pursuant to Section 7.03 hereof with respect to the Project Bonds. In the event the Trustee has not received the proceeds of such drawing on the Letter of Credit from the Bank within the time period required under the Letter of Credit, or in the event that the Letter of Credit has been repudiated, the Trustee shall take all action necessary to immediately draw on the Confirming Letter of Credit an amount equal to the amount drawn on the Letter of Credit. Under no circumstances shall the Trustee use moneys drawn on the Letter of Credit or the Confirming Letter of Credit to pay Bond Service Charges or the purchase price on any Additional Bonds, Pledged Bonds or Bonds held by the Borrower or the Issuer, or to pay premium, if any, on the Project Bonds. The Trustee shall promptly notify the Borrower by oral or telephonic communication confirmed in writing if the Bank has not transferred funds in accordance with the Letter of Credit or if the Confirming Bank has not transferred funds in accordance with the Confirming Letter of Credit upon the presentment of any such draft. In calculating the amount to be drawn on the Letter of Credit or the Confirming Letter of Credit for the payment of the purchase price of Project Bonds or Beneficial Ownership Interests on a Mandatory Bond Purchase Date or for the payment of principal of and interest on the Project Bonds, whether on an Interest Payment Date, at maturity or upon redemption or acceleration, the Trustee shall not take into account the receipt or potential receipt of funds from the Borrower under the Agreement, or the existence of any other moneys in the Remarketing Reimbursement Fund, the Project Fund or Bond Fund (other than accrued interest, if any received at the time of the issuance and delivery of the Project Bonds), but shall draw on the Letter of Credit or the Confirming Letter of Credit for the full amount of such purchase price or the full amount of the principal and interest coming due on the Project Bonds. If sufficient moneys are available in the Remarketing Reimbursement Fund to pay the purchase price of the Project Bonds or Beneficial Ownership Interests tendered for purchase on a Bond Purchase Date, the Trustee shall not draw on the Letter of Credit or the Confirming Letter of Credit but shall forward such amounts directly to 56 the tendering Holder or Beneficial Owner. The Trustee shall draw on the Letter of Credit or the Confirming Letter of Credit to pay the purchase price of Project Bonds or Beneficial Ownership Interests tendered for purchase on a Bond Purchase Date only to the extent that moneys in the Remarketing Reimbursement Fund are insufficient to purchase the Project Bonds or Beneficial Ownership Interests so tendered. In calculating the amount, if any, to be drawn on the Letter of Credit or the Confirming Letter of Credit for the purchase of Project Bonds or Beneficial Ownership Interests on a Bond Purchase Date, the Trustee shall take into account funds received from the purchasers of tendered Project Bonds or Beneficial Ownership Interests or from the Remarketing Agent by 11:45 a.m., New York City time, on the Business Day prior to such Bo nd Purchase Date with respect to the remarketing of such Project Bonds or Beneficial Ownership Interests or otherwise, and by noon, New York City time, on the Business Day prior to applicable Bond Purchase Date shall draw on the Letter of Credit only such amounts as may be necessary to purchase such Project Bonds or Beneficial Ownership Interests on a Bond Purchase Date after taking into account all funds received by 11:45 a.m., New York City time, on the Business Day prior to such Date which are attributable to the remarketing of such Project Bonds or Beneficial Ownership Interests. Upon receipt of such moneys from the Bank, or the Confirming Bank, the Trustee shall deposit the amount representing a draw on the Letter of Credit or the Confirming Letter of Credit for the payment of principal of and interest on the Project Bonds in a separate account in the Bond Fund (it being understood that amounts representing draws on the Confirming Letter of Credit will be deposited into a separate subaccount) and apply the same only to the payment of such principal and interest when due on the Project Bonds, shall deposit the amount representing a draw on the Letter of Credit or the Confirming Letter of Credit for the purchase of Project Bonds or Beneficial Ownership Interests on a Bond Purchase Date in the Remarketing Reimbursement Fund (it being understood that amounts representing draws on the Confirming Letter of Credit will be deposited into a separate subaccount) and disburse said amount only to the tendering Holders or Beneficial Owners of Project Bonds or Beneficial Ownership Interests being purchased and, so long as there does not exist an Event of Default described in Section 7.01(g) or (j) herein, and subject to the prior satisfaction of all Bond Service Charges and purchase price payments then due or on account of which funds shall have been paid to the Trustee by the Borrower or shall have been obtained by the Trustee by a drawing or drawings on the Letter of Credit or the Confirming Letter of Credit, by wire transfer shall pay, on behalf of the Borrower, but only from and to the extent of Loan Payments or any other moneys available in the Project Fund, the Bond Fund or the Remarketing Reimbursement Fund any amounts due and payable to the Bank or the Confirming Bank under the Reimbursement Agreement for any drawing made on the Letter of Credit or the Confirming Bank, as the case may be. The provisions of this Section are subject to the provisions of Section 9.02 hereof. (c) Letter of Credit Matters When No Confirming Letter of Credit is in Effect. During any period in which no Confirming Letter of Credit is in effect, the provisions of this Section 5.03(C) shall apply, and the provisions of Section 5.03(B) shall not apply. 57 The Issuer hereby authorizes and directs the Trustee to draw on the Letter of Credit pursuant to its terms, in the amounts and at the times necessary to pay Bond Service Charges on the Project Bonds (excluding any premium) pursuant to this Section 5.03(C). The Trustee shall draw upon the Letter of Credit in accordance with the terms thereof under the following circumstances: (a) On or before 2:30 p.m., New York City time, on the Business Day prior to any Mandatory Bond Purchase Date or Interest Payment Date (or the maturity date or any date set for a redemption of Project Bonds which is not an Interest Payment Date), and on or before 10:00 a.m., New York City time, on each Bond Purchase Date, the Trustee shall determine the amount necessary to make all required payments of principal of and interest on the Project Bonds or purchase price payments on the next succeeding Mandatory Bond Purchase Date, Interest Payment Date, maturity date or other redemption date or such Bond Purchase Date, and shall present to the Bank the required documents under the Letter of Credit so as to permit the timely transfer of funds in such amount from the Bank to the Trustee for payment of interest on the Bonds on each Interest Payment Date, for payment of the principal of and interest on the Project Bonds when due, whether at maturity or upon prior redemption, or the payment of the purchase price of Project Bonds or Beneficial Ownership Interests when due on the applicable Bond Purchase Date or Mandatory Bond Purchase Date. (b) Upon acceleration of the Project Bonds upon the occurrence of an Event of Default under Section 7.01 hereof, the Trustee, on or before 2:30 p.m., New York City time, on the Business Day prior to the date on which principal and interest shall be due and payable pursuant to the declaration of the acceleration of the Project Bonds pursuant to Section 7.03 hereof, shall present to the Bank the required documents under the Letter of Credit for payment of the entire amount due pursuant to Section 7.03 hereof with respect to the Project Bonds. Under no circumstances shall the Trustee use moneys drawn on the Letter of Credit to pay Bond Service Charges on any Additional Bonds, Pledged Bonds or Bonds held by the Borrower or the Issuer, or to pay premium, if any, on the Project Bonds. The Trustee shall promptly notify the Borrower by oral or telephonic communication confirmed in writing if the Bank has not transferred funds in accordance with the Letter of Credit upon the presentment of any such draft. In calculating the amount to be drawn on the Letter of Credit for the payment of the purchase price of Project Bonds or Beneficial Ownership Interests on a Mandatory Bond Purchase Date or for the payment of principal of and interest on the Project Bonds, whether on an Interest Payment Date, at maturity or upon redemption or acceleration, the Trustee shall not take into account the receipt or potential receipt of funds from the Borrower under the Agreement, or the existence of any other moneys in the Remarketing Reimbursement Fund, the Project Fund or Bond Fund (other than accrued interest, if any received at the time of the issuance and delivery of the Project Bonds), but shall draw on the Letter of Credit for the full amount of such purchase price or the full amount of the principal and interest coming due on the Project Bonds. If sufficient 58 moneys are available in the Remarketing Reimbursement Fund to pay the purchase price of the Project Bonds or Beneficial Ownership Interests tendered for purchase on a Bond Purchase Date, the Trustee shall not draw on the Letter of Credit but shall forward such amounts directly to the tendering Holder or Beneficial Owner. The Trustee shall draw on the Letter of Credit to pay the purchase price of Project Bonds or Beneficial Ownership Interests tendered for purchase on a Bond Purchase Date only to the extent that moneys in the Remarketing Reimbursement Fund are insufficient to purchase the Project Bonds or Beneficial Ownership Interests so tendered. In calculating the amount, if any, to be drawn on the Letter of Credit for the purchase of Project Bonds or Beneficial Ownership Interests on a Bond Purchase Date, the Trustee shall take into account funds received from the purchasers of tendered Project Bonds or Beneficial Ownership Interests or from the Remarketing Agent by 9:30 a.m., New York City time, on such Bond Purchase Date with respect to the remarketing of such Project Bonds or Beneficial Ownership Interests or otherwise, and by 10:00 a.m., New York City time, on the applicable Bond Purchase Date shall draw on the Letter of Credit only such amounts as may be necessary to purchase such Project Bonds or Beneficial Ownership Interests on a Bond Purchase Date after taking into account all funds received by 9:30 a.m., New York City time, on such Date which are attributable to the remarketing of such Project Bonds or Beneficial Ownership Interests. Upon receipt of such moneys from the Bank, the Trustee shall deposit the amount representing a draw on the Letter of Credit for the payment of principal of and interest on the Project Bonds in a separate account in the Bond Fund and apply the same only to the payment of such principal and interest when due on the Project Bonds, shall deposit the amount representing a draw on the Letter of Credit for the purchase of Project Bonds or Beneficial Ownership Interests on a Bond Purchase Date in the Remarketing Reimbursement Fund and disburse said amount only to the tendering Holders or Beneficial Owners of Project Bonds or Beneficial Ownership Interests being purchased and, so long as there does not exist an Event of Default described in Section 7.01(g) herein, and subject to the prior satisfaction of all Bond Service Charges and purchase price payments then due or on account of which funds shall have been paid to the Trustee by the Borrower or shall have been obtained by the Trustee by a drawing or drawings on the Letter of Credit, by wire transfer shall pay, on behalf of the Borrower, but only from and to the extent of Loan Payments or any other moneys available in the Project Fund, the Bond Fund or the Remarketing Reimbursement Fund any amounts due and payable to the Bank under the Reimbursement Agreement for any drawing made on the Letter of Credit. The provisions of this Section are subject to the provisions of Section 9.02 hereof. Section 5.04. Creation of Remarketing Reimbursement Fund.There is created by the Issuer and ordered maintained as a separate deposit account in the custody of the Trustee a trust fund to be designated “City of South Bend, Indiana Variable Rate Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) Remarketing Reimbursement Fund.” The Remarketing Reimbursement Fund shall not be considered a part of the Revenues but shall be used solely in connection with the remarketing of Project Bonds and Beneficial Ownership Interests as set forth in Section 6.15 hereof. Certain provisions regarding the Remarketing Reimbursement Fund are set forth in Section 5.03. Section 5.05. Investment of Bond Fund and Project Fund.Except as hereinafter provided, moneys in the Bond Fund and the Project Fund shall be invested and reinvested by the Trustee in Eligible Investments at the written direction of the Authorized Borrower Representative. 59 Investment of moneys in the Bond Fund shall mature or be redeemable without penalty at the option of the Trustee at the times and in the amounts necessary to provide moneys to pay Bond Service Charges as they become due at stated maturity, by redemption or pursuant to any mandatory sinking fund requirements. Each investment of moneys in the Project Fund and the Bond Fund shall mature or be redeemable without penalty at such time as may be necessary to make payments when necessary from such fund. Subject to any directions from the Authorized Borrower Representative with respect thereto (which directions shall either be written or oral followed in writing), from time to time, the Trustee may sell Project Fund and Bond Fund investments and reinvest the proceeds therefrom in Eligible Investments maturing or redeemable as aforesaid. Any of those investments may be purchased from or sold to the Trustee, the Remarketing Agent or any bank, trust company or savings and loan association affiliated with any of the foregoing. The Trustee shall sell or redeem investments credited to the Bond Fund at the best price reasonably obtainable to and at the times required for the purposes of paying Bond Service Charges when due as aforesaid, and shall do so without necessity for any order on behalf of the Issuer and without restriction by reason of any order. An investment made from moneys credited to the Bond Fund and the Project Fund shall constitute part of that respective fund, and each respective fund shall be credited with all proceeds of sale and income from investment of moneys credited thereto and shall be charged with any loss thereto from such investment. Moneys drawn on the Letter of Credit or the Confirming Letter of Credit, if any, and deposited in the Bond Fund shall be deposited in a separate account in the Bond Fund, shall be held in cash and not be invested and shall be held in such account pending application pursuant to the terms of Section 5.03 or Section 6.15 hereof. Notwithstanding any inconsistent or contrary provision hereof, such funds shall be applied only to the satisfaction of the specific Bond Service Charges for which they were drawn and any funds not so applied shall be paid (i) to the Bank with respect to Moneys drawn on the Letter of Credit, and (ii) to the Confirming Bank with respect to Moneys drawn on the Confirming Letter of Credit, subject to the provisions of Section 5.08 hereof. Moneys deposited in the Remarketing Reimbursement Fund shall be held in cash and not invested. Moneys drawn on the Letter of Credit or the Confirming Letter of Credit, if any, and deposited in the Remarketing Reimbursement Fund shall be deposited in a separate account therein and shall be held in such account pending application pursuant to the terms of Section 5.03 and 6.15 hereof. Section 5.06. Moneys to be Held in Trust.Except where moneys have been deposited with or paid to the Trustee pursuant to an instrument restricting their application to particular Bonds, all moneys required or permitted to be deposited with or paid to the Trustee under any provision of this Indenture, the Agreement, the Letter of Credit or the Confirming Letter of Credit, if any, and to be used to pay Bond Service Charges or the Notes, and any investments thereof, shall be held by the Trustee in trust. Except (a) for moneys deposited with or paid to the Trustee for the redemption of Bonds, a notice of the redemption of which shall have been duly given, (b) for moneys held by the Trustee pursuant to Section 5.07 hereof, and (c) for moneys in the Remarketing Reimbursement Fund, all moneys described in the preceding sentence held by the Trustee shall be subject to the lien hereof while so held. 60 Section 5.07. Nonpresentment of Bonds.In the event that any Bond shall not be presented for payment when the principal thereof becomes due in whole or in part, either at stated maturity, by redemption or pursuant to any mandatory sinking fund requirements, or a check or draft for interest is uncashed, if moneys sufficient to pay the principal and premium, if any, then due on that Bond or to pay such check or draft shall have been made available to the Trustee for the benefit of its Holder, all liability of the Issuer to that Holder for such payment of the principal and premium, if any, then due on the Bond or interest on such Bond represented by such check or draft thereupon shall cease and be discharged completely. Thereupon, it shall be t he duty of the Trustee to hold those moneys, without liability for interest thereon, in a separate account in the Bond Fund for the exclusive benefit of the Holder, who shall be restricted thereafter exclusively to those moneys for any claim of whatever nature on its part under this Indenture or on, or with respect to, the principal and premium, if any, then due on that Bond or interest on such Bond represented by such check or draft. Any of those moneys, which shall be so held by the Trustee, and which remain unclaimed by any Bondholder for five years after the due date of such principal, premium or interest or the redemption date or the acceleration date of such Bonds, as the case may be, shall be applied by the Trustee in accordance with the Unclaimed Property Act, I.C. 32-9-1.5, as amended from time to time. Prior to the transfer of any such moneys to the Attorney General of the State in accordance with the Unclaimed Property Act, the Trustee will conduct searches in an effort to locate lost Bondholders using reasonable care to ascertain the correct addresses of all lost Bondholders in accordance with the rules governing registered transfer agents promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, but only if and so long as the Trustee is a registered transfer agent under those rules. Upon the transfer of such moneys to the Attorney General of the State in accordance with the Unclaimed Property Act, the Issuer, the Borrower and the Trustee shall have no further responsibility or liability with respect to such moneys, and the Bondholders entitled to such principal, premium or interest, shall look only to the State for payment to the extent provided by law, and then only to the extent of the amounts so received by the State, without any interest thereon. Section 5.08. Repayment to the Bank, the Confirming Bank or the Borrower from the Bond Fund.Upon the transfer of such moneys to the Attorney General in accordance with the Unclaimed Property Act, the Trustee: (1) shall retain the investment earnings thereon in the Bond Fund, if any Bonds then remain Outstanding; or (2) shall transfer such earnings to the Bank and the Confirming Bank, if any, free of any trust or lien, unless the Bank and the Confirming Bank shall have confirmed to the Trustee in writing that no moneys are then due under the Reimbursement Agreement, in which case such earnings shall be paid to the Borrower, but only if (a) all of the Outstanding Bonds shall be deemed paid and discharged under the provisions of this Indenture and (b) all fees, charges and expenses of the Trustee and of all other amounts required to be paid under this Indenture, the Agreement and the Notes have been paid and discharged in accordance with the provisions hereof and thereof. Such obligation shall survive the defeasance of the Bonds pursuant to Article IX hereof. Section 5.09. Alternate Letter of Credit; Alternate Confirming Letter of Credit.The Letter of Credit initially expires on January 29, 2012, unless extended, or earlier as provided therein. The Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Letter of Credit to take effect on a date selected by the Borrower (the “Replacement Date”). If the Project Bonds 61 are bearing interest at the Weekly Interest Rate or the Fixed Interest Rate, the Replacement Date may be any date selected by the Borrower, provided, however, that such date allows the Trustee reasonable time to comply with the notice and mandatory tender provisions of Section 2.06 hereof. The expiration date of the Alternate Letter of Credit shall be not earlier than the later of the expiration date of the Letter of Credit being replaced and the date which is fifteen (15) days after the end of the Interest Rate Period applicable or to be applicable to the Project Bonds, or if the Project Bonds bear or are to bear interest at the Fixed Interest Rate, the expiration date of the Alternate Letter of Credit shall be not earlier than fifteen (15) days after the First Optional Redemption Date. Prior to the replacement of a Letter of Credit with an Alternate Letter of Credit, the Trustee shall give 30 days’ notice to the Holders and, if the Project Bonds are then rated by a Rating Service, to each Rating Service which then has a rating on the Project Bonds of such event and shall have received the following not less than forty-five (45) days prior to the Replacement Date: (i) an opinion of counsel for the issuer of the Alternate Letter of Credit that it constitutes a legal, valid and binding obligation of the issuer in accordance with its terms; (ii) an opinion of counsel acceptable to the Trustee to the effect that payments under the Alternate Letter of Credit will not constitute voidable preferences in the event of a bankruptcy of the Borrower or the Issuer; (iii) the Alternate Letter of Credit; and (iv) an opinion of Bond Counsel that such replacement will not cause interest on the Project Bonds to become includable in gross income for federal income tax purposes. The Alternate Letter of Credit must be issued by a financial institution whose unsecured, uninsured and unguaranteed debt (or, in the case of a bank subsidiary of a bank holding company, whose bank holding company’s debt) is rated in a rating category not lower than the third highest rating category by a Rating Service. (a) The Confirming Letter of Credit initially expires on January 29, 2012, unless extended, or earlier as provided therein. The Bank may, at its option, provide for the delivery to the Trustee of an Alternate Confirming Letter of Credit to take effect on a date selected by the Bank (the “Replacement Date”). If the Project Bonds are bearing interest at the Weekly Interest Rate or the Fixed Interest Rate, the Replacement Date may be any date selected by the Bank, provided, however, that such date allows the Trustee reasonable time to comply with the notice and mandatory tender provisions of Section 2.06 hereof. The expiration date of the Alternate Confirming Letter of Credit shall be not earlier than the later of the expiration date of the Confirming Letter of Credit being replaced and the date which is fifteen (15) days after the end of the Interest Rate Period applicable or to be applicable to the Project Bonds, or if the Project Bonds bear or are to bear interest at the Fixed Interest Rate, the expiration date of the Alternate Confirming Letter of Credit shall be not earlier than fifteen (15) days after the First Optional Redemption Date. Prior to the replacement of a Confirming Letter of Credit with an Alternate Confirming Letter of 62 Credit, the Trustee shall give 30 days’ notice to the Holders and, if the Project Bonds are then rated by a Rating Service, to each Rating Service which then has a rating on the Project Bonds of such event and shall have received the following not less than forty-five (45) days prior to the Replacement Date: (i) an opinion of counsel for the issuer of the Alternate Confirming Letter of Credit that it constitutes a legal, valid and binding obligation of the issuer in accordance with its terms; (ii) the Alternate Confirming Letter of Credit; and (iii) an opinion of Bond Counsel that such replacement will not cause interest on the Project Bonds to become includable in gross income for federal income tax purposes. The Alternate Confirming Letter of Credit must be issued by a financial institution whose unsecured, uninsured and unguaranteed debt (or, in the case of a bank subsidiary of a bank holding company, whose bank holding company’s debt) is rated in a rating category not lower than the third highest rating category by a Rating Service. Section 5.10. Compliance with Section 148 of the Code.The Trustee shall cause to be kept and maintained adequate records pertaining to investment of all proceeds of the Bonds sufficient to permit the Borrower, on behalf of the Issuer, to determine the amount of rebate, if any, required to be paid to the United States of America pursuant to Section 148 of the Code. Section 5.11. Rebate of Certain Arbitrage Earnings. Definitions. For purposes of this Section, “Bond Year” means the annual period relevant to the application of Section 148(f) of the Code to the Bonds, except that the first and last Bond Years may be less than 12 months long. The last day of a Bond Year shall be the close of business on the day preceding the anniversary of the Issue Date of the Bonds unless the Borrower selects another date on which to end a Bond Year in the manner permitted by the Code. “Computation Date” means each date on which the Rebate Amount for an issue is required to be computed under Treasury Regulations §1.148-3(e). In the case of the Project Bonds, the first Computation Date shall not be later than five years after the Issue Date of the Project Bonds. Subsequent Computation Dates shall be not later than five years after the immediately preceding Computation Date for which an installment payment of the Rebate Amount was paid. The final Computation Date is the date the Bonds are retired. “Rebate Amount” means the excess of the future value, as of any date, of all receipts on nonpurpose investments acquired with gross proceeds of the Bonds over the future value, as of that date, of all payments on nonpurpose investments acquired with gross proceeds of the Bonds, computed in accordance with Section 148(f) of the Code and Treasury Regulations. Gross proceeds that are held in a bona fide debt service fund shall not be considered gross proceeds for purposes of computing the Rebate Amount. 63 All determinations made pursuant to this Section shall be made in accordance with the applicable provisions of Section 148(f) of the Code. The terms “bona fide debt service fund,” “gross proceeds,” and “nonpurpose investments” have the meanings assigned to them for the applicable purposes of Section 148(f) of the Code. Rebate Amount. The Trustee shall furnish information to and the Borrower shall engage (at the expense of the Borrower) an independent certified public accounting firm or law firm, to calculate, within 30 days after the end of the fifth Bond Year and every fifth Bond Year thereafter and within 30 days after the retirement of all Outstanding Bonds, the Rebate Amount, if any, as of the end of that Bond Year or the date of such retirement. The Borrower shall immediately notify the Trustee of the Rebate Amount and shall deliver copies of the calculation thereof to the Trustee. Within 60 days after the end of each Computation Date, the Borrower, acting on behalf of th e Issuer, shall pay to the United States in accordance with Section 148(f) of the Code the Rebate Amount as of such Computation Date. On or about each Computation Date, the Trustee shall request in writing that the Borrower furnish it with copies of the calculations made pursuant to this Section and evidence of payment of the Rebate Amount to the United States, if applicable. The Trustee shall keep copies of the calculations made pursuant to this Section and provided to the Trustee. The Trustee shall be entitled to rely on the calculations made pursuant to this Section and shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in reliance upon those calculations. Records of the determinations required by this Section and any investment instructions given by the Borrower to the Trustee must be retained by the Trustee until six (6) years after the Bonds are no longer Outstanding. Notwithstanding anything herein to the contrary, the Borrower may cause the amount to be rebated to the United States in accordance with Section 148(f) of the Code to be calculated under a different method or at different times and may make such rebate payments at different times, provided that the Borrower, the Issuer and the Trustee shall have received a written opinion of Bond Counsel to the effect that using such method or timing of those calculations and making payments at such times will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. The Borrower shall promptly notify the Issuer and the Trustee of its use of such other method of calculation or making payment at such other time. END OF ARTICLE V ARTICLE VI THE TRUSTEE AND REMARKETING AGENT Section 6.01. Trustee’s Acceptance and Responsibilities.The Trustee accepts the trusts imposed upon it by this Indenture and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article, to all of which the parties hereto and the Holders agree: 64 (a) Prior to the occurrence of a default or an Event of Default (as defined in section 7.01 hereof) of which the Trustee has been notified, as provided in paragraph (f) of Section 6.02 hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all defaults or Events of Default which may have occurred, (i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Indenture, and no duties or obligations shall be implied to the Trustee; (ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case a default or an Event of Default has occurred and is continuing hereunder (of which the Trustee has been notified or is deemed to have notice), the Trustee shall exercise those rights and powers vested in it by this Indenture and shall use the same degree of care and skill in their exercise, as a prudent man acting as a fiduciary would exercise or use under the circumstances. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this subsection shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subparagraph (a)(i) of this Section or the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subparagraph (a)(ii) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Bank, the Confirming Bank, if any, or the Holders of at least a majority in aggregate principal amount of the Bonds then outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture, as provided in Sections 7.04 and 7.05 hereof; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. 65 (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct of, affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01. Section 6.02. Certain Rights and Obligations of the Trustee.Except as otherwise provided in Section 6.01 hereof: (a) The Trustee (i) 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 therefor only in accordance with the standard specified above), (ii) shall be entitled to the advice of counsel concerning all matters of trusts hereof and duties hereunder and (iii) may pay reasonable compensation in all cases to all of those attorneys, agents, receivers and employees reasonably employed by it in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Borrower) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice. (b) Except for its certificate of authentication on the Bonds, the Trustee shall not be responsible for: (i) any recital in this Indenture or in the Bonds; (ii) the validity, priority, recording, rerecording, filing or refiling of this Indenture or any Supplemental Indenture; (iii) any instrument or document of further assurance or collateral assignment; (iv) any financing statements or amendments thereto; (v) insurance of the Project or collection of insurance moneys; (vi) the validity of the execution by the Issuer of this Indenture, any Supplemental Indenture or instruments or documents of further assurance; (vii) the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby; (viii) the value of or title to the Project; or (ix) the maintenance of the security hereof; except that, in the event that the Trustee enters into possession of any property pursuant to any provision of any instrument or document, the Trustee shall use due diligence in preserving that property. The Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, agreements or obligations on the part of the Issuer or the Borrower under the Agreement except as set forth herein, but the Trustee may require of the Issuer or the 66 Borrower full information and advice as to the observance or performance of those covenants, agreements and obligations. Except as otherwise provided in Section 7.04 hereof, the Trustee shall have no obligation to observe or perform any of the duties of the Issuer under the Agreement. (c) The Trustee shall not be accountable for the application by the Borrower or any other Person of the proceeds of any Bonds authenticated or delivered hereunder. (d) The Trustee shall be protected, in the absence of bad faith on its part, 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. Any action taken by the Trustee pursuant to this Indenture, upon the request or authority or consent of any Person who is the Holder of any Bonds at the time of making the request or giving the authority or consent, shall be conclusive and binding upon all future Holders of the same Bond and of Bonds issued in exchange therefor or in place thereof. (e) As to the existence or nonexistence of any fact for which the Issuer, the Borrower, the Bank or the Confirming Bank, if any, may be responsible or as to the sufficiency or validity of any instrument, document, report, paper or proceeding, the Trustee, in the absence of bad faith on its part, shall be entitled to rely upon a certificate signed on behalf of the Issuer, the Bank, the Confirming Bank, if any, or the Borrower by an authorized officer or representative thereof as sufficient evidence of the facts recited therein. Prior to the occurrence of a default or Event of Default hereunder of which the Trustee has been notified, as provided in paragraph (f) of this Section, or of which by that paragraph the Trustee is deemed to have notice, the Trustee may accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient; provided, that the Trustee in its discretion may require and obtain any further evidence which it deems to be necessary or advisable; and, provided further, that the Trustee shall not be bound to secure any further evidence. The Trustee may accept a certificate of the officer or an assistant thereto, having charge of the appropriate records, to the effect that legislation has been enacted or adopted by the Issuer in the form recited in that certificate, as conclusive evidence that the legislation has been duly enacted or adopted and is in full force and effect. (f) The Trustee shall not be required to take notice, and shall not be deemed to have notice, of any default or Event of Default hereunder, except Events of Default described in paragraphs (a), (b), (c), (g) and (j) of Section 7.01 hereof, unless the Trustee shall be notified specifically of the default or Event of Default in a written instrument or document delivered to it by the Issuer, the Bank, the Confirming Bank, if any, or by the Holders of at least ten percent (10%) of the aggregate principal amount of the Bonds then outstanding. In the absence of delivery of a notice satisfying those requirements, the Trustee may assume conclusively that there is no default or Event of Default, except as noted above. (g) At any reasonable time, the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives (i) may inspect and copy fully all books, papers and records of the Issuer pertaining to the Project, the Letter of 67 Credit, the Confirming Letter of Credit, if any, and the Bonds, and (ii) may take any memoranda from and in regard thereto as the Trustee may desire. (h) The Trustee shall not be required to give any bond or surety with respect to the execution of these trusts and powers or otherwise in respect of the premises. (i) Notwithstanding anything contained elsewhere in this Indenture, the Trustee may demand any showings, certificates, reports, opinions, appraisals and other information, and any corporate or partnership action and evidence thereof, in addition to that required by the terms hereof, as a condition to the authentication of any Bonds or the taking of any action whatsoever within the purview of this Indenture, if the Trustee deems it to be desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds or the right of any Person to the taking of any other action by the Trustee; provided, that the Trustee shall not be required to make that demand. (j) Before taking action hereunder pursuant to Section 6.04 or Article VII hereof (with the exception of any action required to be taken under Sections 7.02 or 7.03 hereof and except with respect to drawings made under the Letter of Credit or the Confirming Letter of Credit, if any, or taking any actions with respect to redemptions or mandatory tenders or payments to Holders), the Trustee may require that a satisfactory indemnity bond be furnished to it for the reimbursement of all expenses which it may incur and to protect it against all liability by reason of any action so taken, except liability which is adjudicated to have resulted from its negligence or willful misconduct. The Trustee may take action without that indemnity, and in that case, the Borrower shall reimburse the Trustee for all of the Trustee’s expenses pursuant to Section 6.03 hereof. (k) Unless otherwise provided herein, all moneys received by the Trustee under this Indenture shall be held in trust for the purpose for which those moneys were received, until those moneys are used, applied or invested as provided herein; provided, that those moneys need not be segregated from other moneys, except to the extent required by this Indenture or by law. The Trustee shall not have any liability for interest on any moneys received hereunder, except to the extent expressly provided herein. (l) Any legislation enacted or adopted by the Issuer, and any opinions, certificates and other instruments and documents for which provision is made in this Indenture, may be accepted by the Trustee, in the absence of bad faith on its part, as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for its actions taken hereunder. (m) The Trustee shall be entitled conclusively to rely upon the determination of the interest rates made and delivered to the Trustee by the Remarketing Agent. (n) The Trustee shall promptly notify the Holders of any transaction that would result in the Borrower controlling or being controlled by the Bank, but only if the Trustee receives written notice from the Borrower pursuant to Section 2.2(j) of the Agreement or from the Bank to the effect that such transaction is expected to occur. The 68 Trustee shall provide such notice to the Holders within five Business Days after receiving the notice of such transaction from the Borrower or the Bank. Section 6.03. Fees, Charges and Expenses of Trustee.The Trustee shall be entitled to payment or reimbursement by the Borrower, as provided in the Agreement, for reasonable fees for its Ordinary Services rendered hereunder and for all advances, counsel fees and other Ordinary Expenses reasonably and necessarily paid or incurred by it in connection with the provision of Ordinary Services. For purposes hereof, fees for Ordinary Services provided for by its standard fee schedule shall be considered reasonable. In the event that it should become necessary for the Trustee to perform Extraordinary Services, it shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable and necessary Extraordinary Expenses incurred in connection therewith. Without creating a default or an Event of Default hereunder, however, the Borrower may contest in good faith the necessity for any Extraordinary Service and Extraordinary Expense and the reasonableness of any fee, charge or expense. The Trustee shall not be entitled to compensation or reimbursement for Extraordinary Services or Extraordinary Expenses occasioned by its neglect or willful misconduct. The payment to which the Trustee is entitled hereunder shall be made only from (i) the Additional Payments made by the Borrower pursuant to the Agreement or (ii) from other moneys available therefor other than the proceeds of draws on the Letter of Credit or the Confirming Letter of Credit or remarketing proceeds. Any amounts payable to the Trustee pursuant to this Section 6.03 shall be payable upon demand and shall bear interest from the date of demand therefor at the Interest Rate for Advances. Section 6.04. Intervention by Trustee.The Trustee may intervene on behalf of the Holders, and shall intervene if requested to do so in writing by the Holders of at least twenty-five percent (25%) of the aggregate principal amount of Bonds then outstanding, in any judicial proceeding to which the Issuer, the Bank, the Confirming Bank, if any, or the Borrower is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of Holders of the Bonds. The rights and obligations of the Trustee under this Section are subject to the approval of that intervention by a court of competent jurisdiction. The Trustee may require that a satisfactory indemnity bond be provided to it in accordance with Sections 6.01 and 6.02 hereof before it takes action under this Section. Section 6.05. Successor Trustee.Anything herein to the contrary notwithstanding, (a) any corporation or association (i) into which the Trustee may be converted or merged, (ii) with which the Trustee or any successor to it may be consolidated or (iii) to which it may sell or transfer its corporate trust assets and corporate trust business as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, merger, consolidation, sale or transfer, ipso facto, shall be and become successor Trustee hereunder and shall be vested with all of the title to the whole property or trust estate hereunder; and 69 (b) that corporation or association shall be vested further, as was its predecessor, with each and every trust, property, remedy, power, right, duty, obligation, discretion, privilege, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by, vested in or conveyed to the Trustee, without the execution or filing of any instrument or document or any further act on the part of any of the parties hereto. Any successor Trustee, however, shall be a trust company or a commercial bank having the powers of a trust company, authorized to exercise trust powers in the State, and shall have a reported capital and surplus of not less than $50,000,000. Section 6.06. Appointment of Co-Trustee.It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including without limitation, the laws of the State) denying or restricting the right of banks or trust companies to transact business as trustees in that jurisdiction. It is recognized that, (a) if there is litigation under this Indenture or other instruments or documents relating to the Bonds and the Project, and in particular, in case of the enforcement hereof or thereof upon a default or an Event of Default, or (b) if the Trustee should deem that, by reason of any present or future law of any jurisdiction, it may not (i) exercise any of the powers, rights or remedies granted herein to the Trustee, (ii) hold title to the properties, in trust, as granted herein, or (iii) take any action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an individual or additional institution as a co-Trustee. The following provisions of this Section are adopted to these ends. In the event that the Trustee appoints an individual or additional institution as a co-Trustee, each and every trust, property, remedy, power, right, duty, obligation, discretion, privilege, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by, vested in or conveyed to the Trustee shall be exercisable by, vest in and be conveyed to that co-Trustee, but only to the extent necessary for it to be so vested and conveyed and to enable that co-Trustee to exercise it. Every covenant, agreement and obligation necessary to the exercise thereof by that co-Trustee shall run to and be enforceable by it. Should any instrument or document in writing from the Issuer reasonably be required by the co-Trustee so appointed by the Trustee for vesting and conveying more fully and certainly in and to that co-Trustee those trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens, that instrument or document shall be executed, acknowledged and delivered, but not prepared, by the Issuer. In case any co-Trustee or a successor to it shall die, become incapable of acting, resign or be removed, all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of the co-Trustee shall be exercised by, vest in and be conveyed to the Trustee, to the extent permitted by law, until the appointment of a successor to the co-Trustee. Section 6.07. Resignation by the Trustee.The Trustee may resign at any time from the trusts created hereby by giving written notice of the resignation to the Issuer, the Borrower, the Bank, the Confirming Bank, if any, the Remarketing Agent and the Underwriter of the Bonds then outstanding and by mailing written notice of the resignation to the Holders as their names and addresses appear on the Register at the close of business fifteen (15) days prior to the mailing. The resignation shall take effect upon the appointment and acceptance of a successor Trustee. 70 Section 6.08. Removal of the Trustee.The Trustee may be removed at any time by an instrument or document or concurrent instruments or documents in writing delivered to the Trustee, with copies thereof mailed to the Issuer, the Bank, the Confirming Bank, if any, the Remarketing Agent and the Borrower, and signed by or on behalf of the Holders of at least a majority in aggregate principal amount of the Bonds then outstanding. So long as no Event of Default has occurred and is continuing hereunder, the Remarketing Agent may be removed at any time by the Borrower, with the written consent of the Bank and the Confirming Bank, if any, or by the Issuer, with the written consent of the Borrower, the Bank, and the Confirming Bank, if any. To effect such removal, the Borrower or the Issuer, as the case may be, shall (i) give written notice of such removal to the Issuer or the Borrower, as the case may be, the Remarketing Agent, the Bank, the Confirming Bank, if any, and the Trustee, and (ii) mail written notice of the removal to the Holders at their addresses as they appear on the Register on the fifteenth day preceding such mailing. The Trustee also may be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the Issuer, the Bank, the Confirming Bank, if any, or the Holders of not less than twenty percent (20%) in aggregate principal amount of the Bonds then outstanding under this Indenture. Any removal of the Trustee shall take effect upon the appointment and acceptance of a successor Trustee. Section 6.09. Appointment of Successor Trustee.If (a) the Trustee shall resign, shall be removed, shall be dissolved or shall become otherwise incapable of acting hereunder, (b) the Trustee shall be taken under the control of any public officer or officers, or (c) a receiver shall be appointed for the Trustee by a court, then a successor Trustee shall be appointed by the Issuer, with the written consent of the Borrower; provided, that, if a successor Trustee is not so appointed within ten (10) days after (i) a notice of resignation or an instrument or document of removal is received by the Issuer, as provided in Section 6.07 and 6.08 hereof, respectively, or (ii) the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Issuer shall not have appointed a successor Trustee, the Holders of at least a majority in aggregate principal amount of Bonds then outstanding may designate a successor Trustee by an instrument or document or concurrent instrument or documents in writing signed by or on behalf of those Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section, the Holder of any Bond outstanding hereunder, the Bank, the Confirming Bank, if any, or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Every successor Trustee appointed pursuant to this Section shall be a trust company or a bank having the powers of a trust company and shall have a reported capital and surplus of not less than $50,000,000 and shall be willing to accept the trusteeship under the terms and conditions of this Indenture. In addition, unless an Event of Default hereunder or under the Agreement shall 71 have occurred and remain uncured, the appointment of any successor Trustee shall be subject to the written consent of the Borrower, such consent not to be withheld unreasonably. Every successor Trustee appointed hereunder shall execute and acknowledge, and shall deliver to its predecessor, the Issuer, the Bank, the Confirming Bank, if any, the Remarketing Agent and the Borrower, an instrument or document in writing accepting the appointment. Thereupon, without any further act, the successor shall become vested with all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of its predecessor. Upon the written request of its successor, the Issuer, the Bank, the Confirming Bank, if any, or the Borrower, the predecessor Trustee (a) shall execute and deliver an instrument or document transferring to its successor all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of the predecessor Trustee hereunder, and (b) shall take any other action necessary to duly assign, transfer and deliver to its successor all property (including, without limitation, all securities and moneys and after first deducting any fees and expenses owed to the Trustee) held by it as Trustee. Should any instrument or document in writing from the Issuer be requested by any successor Trustee for vesting and conveying more fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens vested or conveyed or intended to be vested or conveyed hereby in or to the predecessor Trustee, the Issuer shall execute, acknowledge and deliver that instrument or document. In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any moneys which it may hold pursuant to this Indenture and shall cease to be Trustee for any of the Bonds to the extent it served in any of those capacities. The successor Trustee shall become custodian. Section 6.10. Adoption of Authentication.In case any of the Bonds shall have been authenticated, but shall not have been delivered, any successor Trustee may adopt the certificate of authentication of any predecessor Trustee and may deliver those Bonds so authenticated as provided herein. In case any Bonds shall not have been authenticated, any successor Trustee may authenticate those Bonds either in the name of any predecessor or in its own name. In all cases, the certificate of authentication shall have the same force and effect as provided in the Bonds or in this Indenture with respect to the certificate of authentication of the predecessor Trustee. Section 6.11. Dealing in Bonds.The Trustee, the Bank, the Confirming Bank, if any, their affiliates and any directors, officers, partners, employees or agents thereof, may become the owners of Bonds secured hereby with the same rights which it or they would have hereunder if the Trustee, the Bank and the Confirming Bank, if any, did not serve in those capacities. Section 6.12. Representations, Agreements and Covenants of Trustee.The Trustee hereby represents that it is a national banking association duly organized and validly existing under the laws of the United States and duly authorized to exercise corporate trust powers in the State, and that it has an unimpaired reported capital and surplus of not less than $50,000,000. The Trustee covenants that it will take such action, if any, as is necessary to remain duly authorized to exercise corporate trust powers and that it will maintain an unimpaired reported capital and surplus of not 72 less than $50,000,000. The Trustee accepts and agrees to observe and perform the duties and obligations of the Trustee to which reference is made in any instrument or document providing security for any of the Bonds. On or before January 31 of each year, the Trustee shall provide a written notice to the Issuer specifying the principal amount of Bonds outstanding as of the preceding December 31. Section 6.13. Concerning the Remarketing Agent.During the BSBY Rate Mode, there is no requirement for the services of a Remarketing Agent hereunder. The Borrower shall appoint one or more Remarketing Agents for the Bonds at least seven days prior to the end of a BSBY Rate Period. Any Remarketing Agent shall be appointed by either the Issuer or the Borrower, with the approval of the Initial BSBY Rate Bond Purchaser, if any, the Bank, if any, and the Confirming Bank, if any, (which consent will not be unreasonably withheld), and shall meet the qualifications set forth in this Section and Section 6.14 hereof. The Remarketing Agent shall designate to the Trustee its principal office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Bank, the Confirming Bank, if any, the Borrower and the Trustee. In addition, the Remarketing Agent will agree particularly to: (a) compute the Weekly Interest Rate and the Fixed Interest Rate, as applicable, and give notices of such computations to the Trustee on each applicable Interest Rate Determination Date, all in accordance with this Indenture; and (b) keep such records relating to its computations of interest rates for the Project Bonds as shall be consistent with prudent industry practice and to make such records available for inspection by the Issuer, the Trustee, the Bank, the Confirming Bank, if any, and the Borrower at all reasonable times. The Remarketing Agent shall be entitled to advice of legal counsel on any matter relating to the Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations. The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance of the Remarketing Agent’s obligations under this Indenture, and any such appointment shall be effective without any action by the Issuer, the Borrower, the Bank or the Confirming Bank, if any, being necessary; provided, that, any such co-Remarketing Agent, shall have a capitalization of at least $10,000,000, or shall have a line of credit with a commercial bank in the amount of at least $10,000,000, shall be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be authorized by law to perform all the duties imposed upon it by this Indenture. Section 6.14. Qualifications of Remarketing Agent.The Remarketing Agent shall have a capitalization of at least $10,000,000 or have a line of credit with a commercial bank in the amount of at least $10,000,000 and shall be authorized by law to perform all the duties imposed upon it by this Indenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least thirty (30) days’ notice of such resignation to the Issuer, the Borrower, the Bank, the Confirming Bank, if any, and the Trustee. 73 The Remarketing Agent may be removed at any time by the Borrower, with the written consent of the Bank and the Confirming Bank, if any, (not to be withheld unreasonably), or by the Issuer, with the written consent of the Borrower, the Bank, and the Confirming Bank, if any. To effect such removal, the Borrower or the Issuer, as the case may be, shall give at least thirty (30) days ’ notice of such removal to the Issuer or the Borrower, as the case may be, the Remarketing Agent, the Bank, the Confirming Bank, if any, and the Trustee. Upon any resignation of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any moneys, Project Bonds and Beneficial Ownership Interests held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Remarketing Agent shall resign or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and neither the Issuer nor the Borrower have appointed a successor Remarketing Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall ipso facto be deemed to be the Remarketing Agent until the appointment by the Issuer or the Borrower of a successor Remarketing Agent; provided, however, that the Trustee shall not remarket Project Bonds or Beneficial Ownership Interests or fix the interest rate or rates for the Project Bonds, but shall be required only to implement the purchase of Project Bonds and Beneficial Ownership Interests pursuant to a draw on the Letter of Credit or the Confirming Letter of Credit, if any, as provided for in Section 5.03 hereof. The Trustee, within thirty (30) days of the resignation or removal of the Remarketing Agent or the appointment of a successor Remarketing Agent, shall give notice thereof by registered or certified mail to the applicable Rating Service (if the Project Bonds have been rated) and to the registered Holders of the Project Bonds. Section 6.15. Remarketing of Project Bonds.No later than 3:00 p.m. local time at the designated corporate trust office of the Trustee on the sixth calendar day prior to each Bond Purchase Date or the next succeeding Business Day if such sixth day is not a Business Day while the Project Bonds bear interest at the Weekly Interest Rate, the Trustee shall give notice to the Remarketing Agent by telephone or telecopy, confirmed on the same day in writing, which states (i) the name and address of each Holder or Beneficial Owner, which has given notice of exercise of an option with respect to such Bond Purchase Date as provided in Section 2.04 hereof, and the principal amount of Project Bonds or Beneficial Ownership Interests to be tendered by such Holder or Beneficial Owner or deemed tendered by such Holder, and (ii) the aggregate principal amount of Project Bonds or Beneficial Ownership Interests which are deemed to be tendered pursuant to Sections 2.05 or 2.06 hereof. Additionally, no later than 1:00 p.m. local time at the designated corporate trust office of the Trustee on the eighth Business Day prior to each Bond Purchase Date upon which there is a mandatory tender of Project Bonds or Beneficial Ownership Interests pursuant to Section 2.06 hereof, the Trustee shall give notice to the Remarketing Agent by telephone, telecopy or in writing, which states the aggregate principal amount of Project Bonds with respect to which the Trustee has not received an election to retain pursuant to Section 2.06 hereof. Based upon such notices from the Trustee, the Remarketing Agent shall use its best efforts to sell all Project Bonds or Beneficial Ownership Interests, as applicable, tendered pursuant to 74 Section 2.04, 2.05 or 2.06 for settlement on the applicable Bond Purchase Date. Any such sale shall be at a purchase price equal to 100% of the principal amount thereof, plus accrued interest thereon. The Remarketing Agent shall have the right to purchase any Project Bond and Beneficial Ownership Interest tendered or deemed tendered pursuant to Sections 2.04, 2.05 or 2.06 at 100% of the principal amount thereof and to thereafter sell such Project Bond or Beneficial Ownership Interest. Any such purchase shall constitute a remarketing hereunder. The Remarketing Agent shall not remarket or market any Project Bond or Beneficial Ownership Interest to the Issuer, the Borrower, any Person guaranteeing or otherwise providing a source of payment with respect to the Bonds (excluding the Bank and the Confirming Bank, if any) or any person which is an “insider” of the Issuer, the Borrower or any such guarantor within the meaning of the United States Bankruptcy Code. No later than (i) 2:00 p.m., New York City time, on the Business Day prior to each Bond Purchase Date during any period in which a Confirming Letter of Credit is in effect, and 9:30 a.m., New York City time, on each Bond Purchase Date during any period in which no Confirming Letter of Credit is in effect, the Remarketing Agent shall pay to the Trustee, in immediately available funds, the proceeds theretofore received by the Remarketing Agent from the remarketing of Project Bonds and Beneficial Ownership Interests tendered for purchase on such Bond Purchase Date; provided, that the Remarketing Agent may use its best efforts to cause the purchasers of the remarketed or marketed Project Bonds and the Beneficial Ownership Interests to pay the purchase price plus accrued interest (if any) to the Trustee in immediately available funds. The proceeds from the remarketing and marketing of the Project Bonds and Beneficial Ownership Interests shall be segregated from any funds of the Borrower or the Issuer and shall in no case be considered to be or be assets of the Borrower or the Issuer. There shall be deposited in the Remarketing Reimbursement Fund, on or before each Bond Purchase Date, the remarketing proceeds received by the Trustee pursuant to this Section plus, if necessary, any moneys from a draw on the Letter of Credit or the Confirming Letter of Credit, if any, to be used to pay the purchase price of tendered Project Bonds and Beneficial Ownership Interests required to be purchased on such Bond Purchase Date. There shall also be deposited in the Remarketing Reimbursement Fund, on or before each Mandatory Bond Purchase Date, the moneys drawn on the Letter of Credit or the Confirming Letter of Credit, if any, to be used to pay the purchase price of Project Bonds and Beneficial Ownership Interests required to be purchased on such Mandatory Bond Purchase Date. The Trustee shall use the amounts deposited in the Remarketing Reimbursement Fund to pay the purchase price of tendered Project Bonds and Beneficial Ownership Interests. If the Trustee fails to receive moneys pursuant to a draw properly made on the Letter of Credit, or the Letter of Credit has been repudiated, and if necessary, on the Confirming Letter of Credit, if any, to pay the purchase price of tendered Project Bonds or Beneficial Ownership Interests, (a) any amount paid by the Bank or the Confirming Bank, as t he case may be, on such draw(s) shall be deposited in the Bond Fund and (b) pursuant to Section 7.03 hereof, the Trustee shall declare the Bonds to be due and payable. Section 6.16. Delivery of Purchased Project Bonds and Remarketing of Pledged Bonds.On or before the Business Day next preceding each Bond Purchase Date, the Remarketing 75 Agent, by telephonic advice, shall notify the Trustee, the Bank and the Confirming Bank, if any, of (a) the principal amount of Project Bonds or Beneficial Ownership Interests to be remark eted by the Remarketing Agent pursuant to Section 6.15 hereof and the purchase price, names, addresses and social security numbers or other tax identification numbers of the proposed purchasers thereof and (b) the principal amount of Project Bonds or Beneficial Ownership Interests tendered for purchase on such Bond Purchase Date which will not be remarketed by the Remarketing Agent pursuant to Section 6.15 hereof. Such telephonic advice shall be confirmed by written notice delivered or mailed on the same date as the telephonic advice. Project Bonds and Beneficial Ownership Interests purchased by the Trustee on a Bond Purchase Date shall be delivered as follows: (a) Project Bonds sold by the Remarketing Agent pursuant to Section 6.15 hereof shall be delivered to the purchasers thereof. With respect to Beneficial Ownership Interests sold by the Remarketing Agent pursuant to Section 6.15 hereof, the Remarketing Agent and the Trustee shall take such actions as may be necessary to reflect the transfer of such Beneficial Ownership Interests to the purchasers thereof in the book-entry system maintained by the Depository. (b) Project Bonds and Beneficial Ownership Interests not sold by the Remarketing Agent pursuant to Section 6.15 hereof shall be held as Pledged Bonds, by the Trustee, as agent for the Bank or if so directed by the Bank, by an agent or a custodian of the Bank who holds the Pledged Bonds pursuant to a custodial agreement which the Rating Agency confirms does not adversely affect the rating on the Bonds (provided that if the Project Bonds are then held in book-entry form, the interest of the Trustee in the Pledged Bonds, as agent for the Bank (or of such other agent or custodian, as applicable), shall be recorded through the Depository and no physical delivery of the Pledged Bonds shall be required), subject to any instructions from the Bank to deliver the Pledged Bonds to the Bank (or to record evidence of the Bank’s book-entry interest therein) and to the pledge in favor of the Bank created pursuant to the provisions of the Reimbursement Agreement or any agreement executed in connection with the Reimbursement Agreement. Any Pledged Bonds held by the Trustee shall not be released or transferred, except to the Bank or to the Remarketing Agent at the written direction of the Bank (or agent or custodian thereof) as provided in the last paragraph of this Section. Project Bonds or Beneficial Ownership Interests (other than Pledged Bonds) delivered as provided in this Section shall be registered (or recorded through the Depository) in the manner directed by the recipient thereof. Pledged Bonds shall be registered (or recorded through the Depository) in the name of the Trustee, as agent for the Bank (or such other agent or custodian, as applicable) subject to any instructions from the Bank (or such other agent or custodian, as applicable) to deliver the Pledged Bonds to the Bank (or to record evidence of such party’s book- entry interest therein) and to the pledge in favor of the Bank created pursuant to the provisions of the Reimbursement Agreement or any agreement executed in connection with the Reimbursement Agreement. The Remarketing Agent shall use its best efforts to remarket Pledged Bonds; provided, however, that the Remarketing Agent shall not remarket Pledged Bonds tendered as a result of a 76 mandatory tender pursuant to Section 2.07 hereof prior to receiving written notice from the Trustee that the Letter of Credit, or any Alternate Letter of Credit has been replaced with an Alternate Letter of Credit which satisfies the requirements of Section 5.09 hereof. Upon the remarketing of the Pledged Bonds, the Remarketing Agent shall notify the Bank, the Trustee and the Borrower of such remarketing, the name, address and social security or other tax identification number of the purchaser, and the date (the “Placement Date”) that the purchaser shall deliver the purchase price to the Trustee or the Remarketing Agent by 10:00 a.m., New York City time. The Placement Date shall be at least two Business Days after the date the notice of the purchase is given by the Remarketing Agent. No later than 10:00 a.m., New York City time, on each Placement Date, the Remarketing Agent shall pay to the Trustee, in immediately available funds, the proceeds theretofore received by the Remarketing Agent from the remarketing of Pledged Bonds on such Placement Date; provided, that the Remarketing Agent may use its best efforts to cause the purchasers of the remarketed Pledged Bonds to pay the purchase price plus accrued interest (if any) to the Trustee in immediately available funds. The proceeds from the remarketing of the Pledged Bonds shall be segregated from any funds of the Borrower or the Issuer and shall in no case be considered to be or be assets of the Borrower or the Issuer. The Trustee shall deposit such funds in the Remarketing Reimbursement Fund and shall pay the Bank such funds by wire transfer on the Placement Date. The Bank shall deliver any Pledged Bonds held by the Bank (or evidence of book -entry interests in such Pledged Bonds) which have been so remarketed to the Trustee against payment on the Placement Date. With respect to any Pledged Bonds not so held by the Bank, the Bank shall direct the Trustee (or such other agent or custodian, as applicable) to release such Pledged Bonds which have been so remarketed to the Remarketing Agent against payment therefor on the Placement Date, provided, however, that the Trustee shall not release such Pledged Bonds until the Letter of Credit and the Confirming Letter of Credit, if any, have been reinstated in full. On the Placement Date, the Trustee shall authenticate and deliver, if applicable, new Bonds in replacement of the remarketed Pledged Bonds to the purchasers thereof. Section 6.17. Several Capacities.Anything in this Indenture to the contrary notwithstanding, the same entity or affiliates thereof may serve hereunder as the Bank, the Trustee and the Remarketing Agent and in any other combination of such capacities, to the extent not prohibited by law. END OF ARTICLE VI ARTICLE VII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND HOLDERS Section 7.01. Defaults; Events of Default.The occurrence of any of the following events is defined as and declared to be and to constitute an Event of Default hereunder: (a) Failure to pay when due and payable any interest on any Bond; (b) Payment of the principal of or any premium on any Bond shall not be made when and as that principal or premium shall become due and payable, whether at stated maturity, by redemption, pursuant to any mandatory sinking fund requirements, by acceleration or otherwise; 77 (c) Failure to pay on a Bond Purchase Date or Mandatory Bond Purchase Date amounts due to the Holder of any Project Bonds or the Beneficial Owner of any Beneficial Ownership Interests tendered or deemed tendered to the Trustee pursuant to Section 2.04, 2.05, 2.06, or 2.07 hereof; (d) Failure by the Issuer to observe or perform any other covenant, agreement or obligation on its part to be observed or performed contained in this Indenture or in the Bonds, which failure shall have continued for a period of 30 days after written notice, either by registered or certified mail, to the Issuer, the Bank, the Confirming Bank, if any, and the Borrower specifying the failure and requiring that it be remedied, which notice may be given by the Trustee in its discretion and shall be given by the Trustee at the written request of the Bank, the Confirming Bank, if any, or the Holders of not less than 25 percent in aggregate principal amount of Bonds then outstanding; provided, that if the failure is other than the payment of money and is of such nature that it can be corrected, but not within the applicable period, that failure shall not constitute an Event of Default so long as the Issuer or the Borrower institutes curative action within the applicable period and diligently pursues that action to completion; (e) The occurrence and continuation of an Event of Default as defined in Section 7.1 of the Agreement; (f) Receipt by the Trustee of a written notice from the Bank that an Event of Default has occurred and has not been cured within any applicable notice and cure period under the Reimbursement Agreement and directing the Trustee to accelerate the maturity of the Project Bonds; (g) Failure of the Bank, to honor any drawing properly made in accordance with the terms of the Letter of Credit; (h) The Bank shall: (i) commence a proceeding under any federal or state insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days; or (ii) have a receiver, conservator, liquidator or trustee appointed for it or for the whole or any substantial part of its property; (i) Receipt by the Trustee of written notice from the Bank by the fifth day following the honoring of an interest drawing on the Letter of Credit that the amount available to be drawn by the Trustee under the Letter of Credit has not been reinstated to an amount not less than 100% of the outstanding principal of, plus 105 days’ interest on the Project Bonds (or 200 days’ interest on the Project Bonds if the Interest Rate Mode on the Project Bonds is the Fixed Interest Rate) computed at the Maximum Rate unless the Bank directs the Trustee to effect a mandatory tender of the Bonds in accordance with Section 2.08 hereof; or 78 (j) During any period when a Confirming Letter of Credit is in effect, failure of the Confirming Bank, to honor any drawing properly made in accordance with the terms of the Confirming Letter of Credit; or (k) During any period when a Confirming Letter of Credit is in effect, the Confirming Bank shall: (i) commence a proceeding under any federal or state insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days; or (ii) have a receiver, conservator, liquidator or trustee appointed for it or for the whole or any substantial part of its property; or (i) During any BSBY Rate Period, the Trustee shall receive notice from the Initial BSBY Rate Bond Purchaser of the occurrence of an event of default under the Bond Purchase and Covenant Agreement. The term “default” or “failure” as used in this Article means (a) a default or failure by the Issuer in the observance or performance of any of the covenants, agreements or obligations on its part to be observed or performed contained in this Indenture or in the Bonds, or (b) a default or failure by the Borrower under the Agreement, in either case, exclusive of any period of grace or notice required to constitute a default or failure an Event of Default, as provided above or in the Agreement. The provisions of paragraph (h) above are subject to the conditions that (l) none of the acts or circumstances specified therein shall constitute an Event of Default if the Borrower, within sixty (60) days thereafter, provides an Alternate Letter of Credit meeting the requirements of Section 5.09 hereof and the Trustee shall have complied with the mandatory tender notice provisions of Section 2.06 hereof and (2) the declaration of an Event of Default due to any of the acts or circumstances specified therein, and the exercise of remedies upon any such declaration, shall be subject to any applicable limitations of bankruptcy, insolvency or receivership laws applicable to the Bank or the Confirming Bank, if any, affecting or precluding such declaration or exercise during the pendency of or immediately following any bankruptcy, insolvency, receivership, liquidation or reorganization proceedings. The provisions of paragraph (j) above are subject to the conditions that (l) none of the acts or circumstances specified therein shall constitute an Event of Default if the Bank, within sixty (60) days thereafter, provides an Alternate Confirming Letter of Credit to the Trustee and the Trustee shall have complied with the mandatory tender notice provisions of Section 2.06 hereof and (2) the declaration of an Event of Default due to any of the acts or circumstances specified therein, and the exercise of remedies upon any such declaration, shall be subject to any applicable limitations of bankruptcy, insolvency or receivership laws applicable to the Confirming Bank affecting or precluding such declaration or exercise during the pendency of or immediately following any bankruptcy, insolvency, receivership, liquidation or reorganization proceedings. Section 7.02. Notice of Default.If an Event of Default shall occur, within five (5) Business Days of obtaining knowledge of such Event of Default, the Trustee shall give written notice of the 79 Event of Default, by registered or certified mail, to the Issuer, the Borrower, the Bank, the Confirming Bank, if any, the Trustee and the Remarketing Agent for the Bonds. Section 7.03. Acceleration.Upon the occurrence of an Event of Default as specified in paragraphs (a), (b), (c), (f), (g), (i), or (j) of Section 7.01 hereof, the Trustee shall declare, by a notice in writing delivered to the Issuer and the Borrower, the principal of all Bonds then outstanding (if not then due and payable), together with interest accrued thereon, to be due and payable immediately. Upon the occurrence of any other Event of Default (except an Event of Default as specified in paragraph (h) of Section 7.01 hereof), the Trustee shall, upon the written direction of the Bank or the Confirming Bank, if any, (or, in the case of an Event of Default under paragraph (d) of Section 7.01 hereof, upon the written direction of the Holders of 100% in principal amount of the Bonds then outstanding), declare by a notice in writing delivered to the Issuer and the Borrower the principal of all Bonds then outstanding (if not then due and payable), together with interest accrued thereon, to be due and payable immediately. Upon the occurrence of an Event of Default described in paragraphs (h) or (k) of Section 7.01 hereof, if there is not then existing an Event of Default described in paragraphs (a), (b), (c), (f), (g), (i), or (j) of Section 7.01 hereof, then the Trustee, without the consent of the Bank or the Confirming Bank, if any, may, and upon the written request of the Holders of not less than 25% in aggregate principal amount of Bonds then outstanding, shall declare the principal of all Bonds then outstanding, together with the interest accrued thereon, to be due and payable immediately. Any such declaration shall be by notice in writing to the Issuer, the Holders, the Bank, the Confirming Bank, if any, the Remarketing Agent and the Borrower, and, upon said declaration, the principal of and interest on all Bonds shall become and be immediately due and payable. The Trustee immediately upon such declaration shall give notice thereof in the same manner as provided in Section 4.04 hereof with respect to the redemption of the Bonds. Such notice shall specify the date on which payment of principal and interest shall be tendered to the Holders of the Bonds. Interest shall accrue to the date of acceleration. Upon any declaration of acceleration hereunder, the Trustee shall immediately exercise such rights as it may have under the Agreement and the Notes to declare all payments thereunder to be immediately due and payable and, pursuant to paragraph (b) in Section 5.03 hereof, shall draw upon the Letter of Credit, and if necessary, the Confirming Letter of Credit, if any, to the full extent permitted by the terms thereof. Notwithstanding anything herein to the contrary, the Trustee shall not declare the Bonds to be due and payable, and the Trustee shall not declare an acceleration, during the BSBY Rate Period, without the written consent of the Initial BSBY Rate Bond Purchaser. Section 7.04. Other Remedies; Rights of Holders.With or without taking action under Section 7.03 hereof, upon the occurrence and continuance of an Event of Default, the Trustee may pursue any other available remedy to enforce the payment of Bond Service Charges or the observance and performance of any other covenant, agreement or obligation under this Indenture, the Agreement, the Notes or any other instrument providing security, directly or indirectly, for the Bonds. If any Event of Default has occurred and is continuing, the Trustee in its discretion may, and upon the written request of Holders of a majority in principal amount of the Bonds outstanding and receipt of indemnity to its satisfaction, shall, in its own name: 80 (a) By mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders, including the right to require the Issuer to enforce any rights under the Agreement and to require the Issuer to carry out any other provisions of this Indenture for the benefit of the Holders and to perform its duties under the Act; (b) Bring suit upon the Bonds; (c) By action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Holders; and (d) By action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders. If an Event of Default under paragraph (e) of Section 7.01 hereof occurs and is continuing, the Trustee in its discretion may, and upon the written request of Holders of a majority in principal amount of the Bonds outstanding or of the Bank or the Confirming Bank, if any, and rece ipt of indemnity to its satisfaction, shall, enforce each and every right granted to it as assignee of the Agreement. No remedy conferred upon or reserved to the Trustee (or to the Holders) by this Indenture is intended to be exclusive of any other remedy. Each remedy shall be cumulative and shall be in addition to every other remedy given hereunder or otherwise to the Trustee or to the Holders now or hereafter existing. No delay in exercising or omission to exercise any remedy, right or power accruing upon any default or Event of Default shall impair that remedy, right or power or shall be construed to be a waiver of any default or Event of Default or acquiescence therein. Every remedy, right and power may be exercised from time to time and as often as may be deemed to be expedient. No waiver of any default or Event of Default hereunder, whether by the Trustee or by the Holders, shall extend to or shall affect any subsequent default or Event of Default or shall impair any remedy, right or power consequent thereon. As the assignee of all right, title and interest of the Issuer in and to the Agreement (except for the Unassigned Issuer’s Rights), the Trustee is empowered to enforce each remedy, right and power granted to the Issuer under the Agreement. Section 7.05. Right of Holders to Direct Proceedings.Anything to the contrary in this Indenture notwithstanding, the Holders of at least a majority in aggregate principal amount of Bonds then outstanding shall have the right at any time to direct, by an instrument or document or instruments or documents in writing executed and delivered to the Trustee, the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture or any other proceedings hereunder; provided, that (i) any direction shall not be other than in accordance with the provisions of law and of this Indenture, (ii) the Trustee shall be indemnified as provided in Sections 6.01 and 6.02 hereof, (iii) the Trustee may take any other action which it deems to be proper and which is not inconsistent with the direction, (iv) anything in the foregoing to the contrary notwithstanding, so long as no Event of Default under Section 7.01(g) or (h) hereof has occurred and is continuing, the Bank shall have the exclusive 81 right to give any such directions to the Trustee, and (v) anything in the foregoing to the contrary notwithstanding, if an Event of Default under Section 7.01(g) or (h) hereof has occurred and is continuing, the Confirming Bank shall have the exclusive right to give any such directions to the Trustee so long as no Event of Default under Section 7.01(j) or (k) hereof has occurred and is continuing. Section 7.06. Application of Moneys.All moneys received by the Trustee after acceleration of the maturity of the Bonds and derived from any drawing made upon the Letter of Credit and the Confirming Letter of Credit, if any, shall be applied by the Trustee to and only to the payment of principal of or interest on the Project Bonds. Subject to the foregoing, after payment of any costs, expenses, liabilities and advances paid, incurred or made by the Trustee in the collection of moneys pursuant to any right given or action taken under the provisions of this Article or the provisions of the Agreement or the Notes (including without limitation, reasonable attorneys’ fees and expenses, except as limited by law or judicial order or decision entered in any action taken under this Article VII) and all fees owing to the Trustee for Ordinary or Extraordinary Services and Expenses, and all amounts owed to the Issuer pursuant to the Unassigned Issuer’s Rights, all moneys received by the Trustee, shall be applied as follows, subject to any provision made pursuant to Sections 4.05, 5.06, 5.07 or 5.08 hereof: (a) Unless the principal of all of the Bonds shall have become, or shall have been declared to be, due and payable, all of those moneys shall be deposited in the Bond Fund and shall be applied; First -- To the payment to the Holders entitled thereto of all installments of interest then due on the Bonds, in the order of the dates of maturity of the installments of that interest, beginning with the earliest date of maturity and if the amount available is not sufficient to pay in full any particular installment, then to the payment thereof ratably, according to the amounts due on that installment, to the Holders entitled thereto, without any discrimination or privilege, except as to any difference in the respective rates of interest specified in the Bonds; and Second -- To the payment to the Holders entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds previously called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), whether at stated maturity or pursuant to any mandatory sinking fund requirements, in the order of their due dates, beginning with the earliest due date, with interest on those Bonds from the respective dates upon which they become due at the rates specified in those Bonds, and if the amount available is not sufficient to pay in full all Bonds due on any particular date, together with that interest, then to the payment thereof ratably, according to the amounts of principal due on that date, to the Holders entitled thereto, without any discrimination or privilege, except as to any difference in the respective rates of interest specified in the Bonds. 82 (b) If the principal of all of the Bonds shall have become due or shall have been declared to be due and payable pursuant to this Article, all of those moneys shall be deposited into the Bond Fund and shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest, of interest over principal, of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Holders entitled thereto, without any discrimination or privilege, except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of all of the Bonds shall have been declared to be due and payable pursuant to this Article, and if that declaration thereafter shall have been rescinded and annulled under the provisions of Section 7.10 hereof, subject to the provisions of paragraph (b) of this Section in the event that the principal of all of the Bonds shall become due and payable later, the moneys shall be deposited in the Bond Fund and shall be applied in accordance with the provisions of Article V hereof. (d) Whenever moneys are to be applied pursuant to the provisions of this Section, those moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of moneys available for application and the likelihood of additional moneys becoming available for application in the future. Whenever the Trustee shall direct the application of those moneys, it shall fix the date upon which the application is to be made, and upon that date, interest shall cease to accrue (subject to Section 7.02 hereof) on the amounts of principal, if any, to be paid on that date, provided the moneys are available therefor. The Trustee shall give notice of the deposit with it of any moneys and of the fixing of that date, all consistent with the requirements of Section 3.05 hereof, for the establishment of, and for giving notice with respect to, a Special Record Date for the payment of overdue interest. The Trustee shall not be required to make payment of principal of and any premium on a Bond to the Holder thereof, until the Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if it is paid fully, subject to the provisions of Section 3.06 hereof. Section 7.07. Remedies Vested in Trustee.All rights of action (including without limitation, the right to file proof of claims) under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto. Any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining any Holders as plaintiffs or defendants. Any recovery of judgment shall be for the benefit of the Holders of the outstanding Bonds, subject to the provisions of this Indenture. Section 7.08. Rights and Remedies of Holders.A Holder shall not have any right to institute any suit, action or proceeding for the enforcement of this Indenture, for the execution of any trust hereof or for the exercise of any other remedy hereunder, unless: (a) there has occurred and shall be continuing an Event of Default of which the Trustee has been notified, as provided in paragraph (f) of Section 6.02 hereof, or of which it is deemed to have notice under that paragraph; 83 (b) the Holders of at least twenty-five percent (25%) in aggregate principal amount of Bonds then outstanding shall have made written request to the Trustee, shall have afforded the Trustee reasonable opportunity to proceed to exercise the remedies, rights and powers granted herein or to institute the suit, action or proceeding in its own name, and shall have offered indemnity to the Trustee as provided in Sections 6.01 and 6.02 hereof; and (c) the Trustee thereafter shall have failed or refused to exercise the remedies, rights and powers granted herein or to institute the suit, action or proceeding in its own name. At the option of the Trustee, that notification (or notice), request, opportunity and offer of indemnity are conditions precedent in every case, to the institution of any suit, action or proceeding described above. Anything in the foregoing to the contrary notwithstanding, no Holder of any Bond shall have any right to institute any suit, action or proceeding at law or in equity for the enforcement of this 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 Section 7.01(g) or (h) hereof shall have occurred and be continuing. No one or more Holders of the Bonds shall have any right to affect, disturb or prejudice in any manner whatsoever the security or benefit of this Indenture by its or their action, or to enforce, except in the manner provided herein, any remedy, right or power hereunder. Any suit, action or proceedings shall be instituted, had and maintained in the manner provided herein for the benefit of the Holders of all Bonds then outstanding. Nothing in this Indenture shall affect or impair, however, the right of any Holder to enforce the payment of the Bond Service Charges on any Bond owned by that Holder at and after the maturity thereof, at the place, from the sources and in the manner expressed in that Bond. Section 7.09. Termination of Proceedings.In case the Trustee shall have proceeded to enforce any remedy, right or power under this Indenture in any suit, action or proceedings, and the suit, action or proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, the Issuer, the Trustee, the Bank, the Confirming Bank, if any, and the Holders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as if no suit, action or proceedings had been taken. Section 7.10. Waivers of Events of Default.Except as hereinafter provided, at any time, in its discretion, the Trustee, but only with the express written consent of the Initial BSBY Rate Bond Purchaser, if any, the Bank, if any, and the Confirming Bank, if any, with respect to paragraphs (a), (b) or (c) of Section 7.01 hereof, may waive any Event of Default hereunder and its consequences and may rescind and annul any declaration of maturity of principal of the Bonds. The Trustee shall do so upon the written request of the Initial BSBY Rate Bond Purchaser, if any, Bank, if any, and the Confirming Bank, if any, but only with respect to paragraphs (a), (b) or (c) of Section 7.01 hereof. Notwithstanding the foregoing, if the Trustee has drawn on the Letter of Credit, prior to waiving any Event of Default the Trustee shall have received written confirmation from the Bank that the Letter of Credit has been reinstated to an amount not less than 100% of the outstanding principal of, plus 105 days’ interest (or 200 days’ interest if the Interest Rate Mode on 84 the Project Bonds is the Fixed Interest Rate) on, the Project Bonds computed at the Maximum Rate, and the Bank will have rescinded and annulled any Event of Default under the Reimbursement Agreement. Notwithstanding the foregoing, if the Trustee has drawn on the Confirming Letter of Credit, prior to waiving any Event of Default the Trustee shall have received written confirmation from the Confirming Bank that the Confirming Letter of Credit has been reinstated to an amount not less than 100% of the outstanding principal of, plus 110 days’ interest (or 200 days’ interest if the Interest Rate Mode on the Project Bonds is the Fixed Interest Rate) on, the Project Bonds computed at the Maximum Rate, and the Confirming Bank will have rescinded and annulled any Event of Default under the Confirming Bank Reimbursement Agreement. There shall not be so waived, however, any Event of Default described in paragraphs (a), (b), (c), (g), (h), (j) or (k) of Section 7.01 hereof or any declaration of acceleration in connection therewith rescinded or annulled, except with the written consent of the Holders of all Bonds then outstanding and of the Bank and the Confirming Bank, if any (with respect to (a), (b) or (c) only). In the case of the waiver or rescission and annulment, or in case any suit, action or proceedings taken by the Trustee on account of any Event of Default shall have been discontinued, abandoned or determined adversely to it, the Issuer, the Trustee, the Bank, the Confirming Bank, if any, and the Holders shall be restored to their former positions and rights hereunder, respectively. No waiver or rescission shall extend to any subsequent or other Event of Default or impair any right consequent thereon. END OF ARTICLE VII ARTICLE VIII SUPPLEMENTAL INDENTURES Section 8.01. Supplemental Indentures Generally.The Issuer and the Trustee may enter into indentures supplemental to this Indenture, as provided in this Article and pursuant to the other provisions therefor in this Indenture. Section 8.02. Supplemental Indentures Not Requiring Consent of Holders.Without the consent of, or (except as otherwise provided in Section 8.04 hereof) notice to, any of the Holders, the Issuer and the Trustee, but with the prior written consent of the Initial BSBY Rate Bond Purchaser, if any, the Bank, if any, the Confirming Bank, if any, and the Borrower, may enter into indentures supplemental to this Indenture which shall not, in the opinion of the Issuer and the Trustee, be inconsistent with the terms and provisions hereof for any one or more of the following purposes: (a) To cure any ambiguity, inconsistency or formal defect or omission in this Indenture; (b) To grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority that lawfully may be granted to or conferred upon the Holders or the Trustee, but only with the Trustee’s written consent; (c) To assign additional revenues under this Indenture; 85 (d) To accept additional security and instruments and documents of further assurance with respect to the Project; (e) To add to the covenants, agreements and obligations of the Issuer under this Indenture, other covenants, agreements and obligations to be observed for the protection of the Holders, or to surrender or limit any right, power or authority reserved to or conferred upon the Issuer in this Indenture including, without limitation, the limitation of rights of redemption so that in certain instances Bonds of different series will be redeemed in some prescribed relationship to one another for the protection of the Holders of a particular series of Bonds; (f) To evidence any succession to the Issuer and the assumption by its successor of the covenants, agreements and obligations of the Issuer under this Indenture, the Agreement and the Bonds; (g) To permit the exchange of Bonds, at the option of the Holder or Holders thereof, for coupon Bonds of the same series payable to bearer, in an aggregate principal amount not exceeding the unmatured and unredeemed principal amount of the Predecessor Bonds, bearing interest at the same rate or rates and maturing on the same date or dates, with coupons attached representing all unpaid interest due or to become due thereon if, in the opinion of Bond Counsel selected by the Borrower and acceptable to the Trustee, that exchange would not result in the interest on any of the Bonds outstanding becoming subject to federal income taxation; (h) To permit the Trustee to comply with any obligations imposed upon it by law; (i) To specify further the duties and responsibilities of, and to define further the relationship between, the Trustee and the Remarketing Agent; (j) To achieve compliance of this Indenture with any applicable federal securities or tax law; (k) To evidence the appointment of a new Remarketing Agent; (l) To make necessary or advisable amendments or additions in connection with the issuance of Additional Bonds in accordance with Section 2.10 hereof as do not adversely affect the Holders of outstanding Bonds; (m) To permit any other amendment which, in the judgment of the Trustee, is not to the prejudice of the Trustee or the Holders, including, but not limited to, changes required in order to obtain or maintain a rating on any series of Bonds from a Rating Service; and (n) To accept a Supplemental Credit Facility as provided in Section 8.04 hereof. 86 The Trustee may also accept, without the consent of or notice to any of the Holders, an Alternate Letter of Credit or any amendments to the Letter of Credit or the Confirming Letter of Credit, if any, necessary to continue the effectiveness of the Letter of Credit or the Confirming Letter of Credit, if any, as originally intended or which in the judgment of the Trustee are not to the prejudice of the Holders. The provisions of Subsections 8.02(h) and (i) hereof shall not be deemed to constitute a waiver by the Trustee, the Issuer or any Holder of any right which it may have in the absence of those provisions to contest the application of any change in law to this Indenture or the Bonds. Section 8.03. Supplemental Indentures Requiring Consent of Holders.Exclusive of Supplemental Indentures to which reference is made in Section 8.02 hereof and subject to the terms, provisions and limitations contained in this Section, and not otherwise, with the consent of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time outstanding, evidenced as provided in this Indenture, with the prior written consent of the Borrower, the Bank, and the Confirming Bank, if any, the Issuer and the Trustee may execute and deliver Supplemental Indentures adding any provisions to, changing in any manner or eliminating any of the provisions of this Indenture or any Supplemental Indenture or restricting in any manner the rights of the Holders. Nothing in this Section or Section 8.02 hereof shall permit, or be construed as permitting: (a) without the consent of the Holder of each Bond so affected, and the Bank and the Confirming Bank, if any, (i) an extension of the maturity of the principal of or the interest on any Bond, (ii) a reduction in the principal amount of any Bond or the rate of interest or premium thereon, or (iii) a reduction in the amount of, or an extension of the time for paying, any mandatory sinking fund requirement; or (b) without the consent of the Holders of all Bonds then outstanding, and the Bank and the Confirming Bank, if any, (i) the creation of a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (ii) a reduction in the aggregate principal amount of the Bonds required for consent to a Supplemental Indenture. If the Issuer shall request that the Trustee execute and deliver any Supplemental Indenture for any of the purposes of this Section, upon (a) being satisfactorily indemnified with respect to its expenses in connection therewith, and (b) receipt of the Borrower’s, the Bank’s and the Confirming Bank’s, if any, consent to the proposed execution and delivery of the Supplemental Indenture, the Trustee shall cause notice of the proposed execution and delivery of the Supplemental Indenture to be mailed by first-class mail, postage prepaid, to all Holders of Bonds then outstanding at their addresses as they appear on the Register at the close of business on the fifteenth day preceding that mailing. The Trustee shall not be subject to any liability to any Holder by reason of the Trustee’s failure to mail, or the failure of any Holder to receive, the notice required by this Section. Any failure of that nature shall not affect the validity of the Supplemental Indenture when there has been consent thereto as provided in this Section. The notice shall set forth briefly 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 Holders. 87 If the Trustee shall receive, within a period prescribed by the Issuer, of not less than sixty (60) days, but not exceeding one year, following the mailing of the notice, an instrument or document or instruments or documents, in form to which the Trustee does not reasonably object, purporting to be executed by the Holders of at least a majority in aggregate principal amount of the Bonds then outstanding (which instrument or document or instruments or documents shall refer to the proposed Supplemental Indenture in the form described in the notice and specifically shall consent to the Supplemental Indenture in substantially that form), the Trustee shall, but shall not otherwise, execute and deliver the Supplemental Indenture in substantially the form to which reference is made in the notice as being on file with the Trustee, without liability or responsibility to any Holder, regardless of whether that Holder shall have consented thereto. Any consent shall be binding upon the Holder of the Bond giving the consent and, anything herein to the contrary notwithstanding, upon any subsequent Holder of that Bond and of any Bond issued in exchange therefor (regardless of whether the subsequent Holder has notice of the consent to the Supplemental Indenture). A consent may be revoked in writing, however, by the Holder who gave the consent or by a subsequent Holder of the Bond by a revocation of such consent received by the Trustee prior to the execution and delivery by the Trustee of the Supplemental Indenture. At any time after the Holders of the required percentage of Bonds shall have filed their consents to the Supplemental Indenture, the Trustee shall make and file with the Issuer a written statement that the Holders of the required percentage of Bonds have filed those consents. That written statement shall be conclusive evidence that the consents have been so filed. If the Holders of the required percentage in aggregate principal amount of Bonds outstanding shall have consented to the Supplemental Indenture, as provided in this Section, no Holder shall have any right (a) to object to (i) the execution or delivery of the Supplemental Indenture, (ii) any of the terms and provisions contained therein, or (iii) the operation thereof, (b) to question the propriety of the execution and delivery thereof, or (c) to enjoin or restrain the Trustee or the Issuer from that execution or delivery or from taking any action pursuant to the provisions thereof. Section 8.04. Acceptance of Supplemental Credit Facility.Upon the request of the Borrower, the Trustee will accept a Supplemental Credit Facility presented by the Borrower in order to obtain or maintain a rating on the Bonds, provided the Trustee is provided with the following: (a) An opinion of Bond Counsel selected by the Borrower and acceptable to the Trustee to the effect that acceptance of the proposed Supplemental Credit Facility will not impair the exemption of interest on the Bonds from federal income taxation; (b) Written evidence reasonably satisfactory to the Trustee that, upon issuance and delivery of the Supplemental Credit Facility, the Bonds will be rated by a Rating Service in one of its three highest rating categories; and (c) The written consent of the entity which will be a Bank after the acceptance of such Supplemental Credit Facility. 88 Notice of the proposed delivery of any Supplemental Credit Facility shall be given by the Trustee to the Bondholders at least 30 days prior to the effectiveness of such Supplemental Credit Facility. Such notice shall specify the issuer of the Supplemental Credit Facility and the proposed effective date. Upon the effectiveness of the Supplemental Credit Facility, the Trustee shall mail notice to each Bondholder confirming that the Supplemental Credit Facility has been delivered and is effective. Section 8.05. Consent of Borrower.Anything contained herein to the contrary notwithstanding, a Supplemental Indenture executed and delivered in accordance with this Article VIII shall not become effective unless and until the Borrower shall consent in writing to the execution and delivery of that Supplemental Indenture. Section 8.06. Authorization to Trustee; Effect of Supplement.The Trustee is authorized to join with the Issuer in the execution and delivery of any Supplemental Indenture in accordance with this Article and to make the further agreements and stipulations which may be contained therein. Thereafter, (a) that Supplemental Indenture shall form a part of this Indenture; (b) all terms and conditions contained in that Supplemental Indenture as to any provision authorized to be contained therein shall be deemed to be a part of the terms and conditions of this Indenture for any and all purposes; (c) this Indenture shall be deemed to be modified and amended in accordance with the Supplemental Indenture; and (d) the respective rights, duties and obligations under this Indenture of the Issuer, the Borrower, the Trustee, the Bank, the Confirming Bank, if any, the Remarketing Agent and all Holders of Bonds then outstanding shall be determined, exercised and enforced hereunder in a manner which is subject in all respects to those modifications and amendments made by the Supplemental Indenture. Express reference to any executed and delivered Supplemental Indenture may be made in the text of any Bonds issued thereafter, if that reference is deemed necessary or desirable by the Trustee or the Issuer. A copy of any Supplemental Indenture for which provision is made in this Article, shall be mailed by the Trustee to the Remarketing Agent. The Trustee shall not be required to execute any Supplemental Indenture containing provisions adverse to the Trustee. Section 8.07. Opinion of Counsel.The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of any counsel approved by it as conclusive evidence that (a) any proposed Supplemental Indenture complies with the provisions of this Indenture and does not adversely affect the Bondholders, and (b) it is proper for the Trustee to join in the execution of that Supplemental Indenture under the provisions of this Article. That counsel may be counsel for the Issuer or the Borrower. Section 8.08. Modification by Unanimous Consent.Notwithstanding anything contained elsewhere in this Indenture, the rights and obligations of the Issuer and of the Holders, and the 89 terms and provisions of the Bonds and this Indenture or any Supplemental Indenture, may be modified or altered in any respect with the prior written consent of the Issuer, the Holders of all of the Bonds then outstanding, the Bank, the Confirming Bank, if any, the Borrower and the Trustee. Section 8.09. Consent of Initial BSBY Rate Bond Purchaser.Anything contained herein to the contrary notwithstanding, so long as the Bonds are in the BSBY Rate Mode, a Supplemental Indenture executed and delivered in accordance with this Article VIII shall not become effective unless and until the Initial BSBY Rate Bond Purchaser shall consent in writing to the execution and delivery of that Supplemental Indenture. END OF ARTICLE VIII ARTICLE IX DEFEASANCE Section 9.01. Release of Indenture.If (a) the Issuer shall pay all of the outstanding Bonds, or shall cause them to be paid and discharged, or if there otherwise shall be paid to the Holders of the outstanding Bonds all Bond Service Charges due or to become due thereon, and (b) provision also shall be made for the payment of all other sums payable hereunder and under the Agreement and the Notes, then this Indenture shall cease, determine and become null and void (except for those provisions surviving by reason of Section 9.03 hereof in the event the Bonds are deemed paid and discharged pursuant to Section 9.02 hereof), and the covenants, agreements and obligations of the Issuer hereunder shall be released, discharged and satisfied. Thereupon, and subject to the provisions of Section 9.03 hereof, if applicable, (a) the Trustee shall release this Indenture (except for those provisions surviving by reason of Section 9.03 hereof), and shall execute and deliver to the Issuer any instruments or documents in writing as shall be requisite to evidence that release and discharge or as reasonably may be requested by the Issuer, and (b) the Trustee shall assign and deliver to the Issuer any property subject at the time to the lien of this Indenture which then may be in its possession, except amounts in the Bond Fund required (i) to be paid to the Bank or the Confirming Bank, if any, under Section 5.08 hereof or elsewhere in this Indenture, or (ii) to be held by the Trustee under Section 5.07 hereof or otherwise for the payment of Bond Service Charges. Section 9.02. Payment and Discharge of Bonds.All or any part of the Bonds shall be deemed to have been paid and discharged within the meaning of this Indenture, including without limitation, Section 9.01 hereof, if: (a) the Trustee shall have received, in trust for and irrevocably committed thereto, sufficient moneys which are Eligible Funds or the proceeds of drawings under the Letter of Credit or the Confirming Letter of Credit, if any, used to make such payment, or other moneys if accompanied by an opinion of bankruptcy counsel in a form acceptable to the Trustee and the Rating Service (if any) for the Bonds; or 90 (b) the Trustee shall have received, in trust for and irrevocably committed thereto, noncallable Government Obligations (purchased with Eligible Funds or the proceeds of drawings under the Letter of Credit or the Confirming Letter of Credit, if any, or other moneys if accompanied by an opinion of bankruptcy counsel in a form acceptable to the Trustee and the Rating Service (if any) for the Bonds) which are certified by an independent public accounting firm of national reputation to be of such maturities or redemption dates and interest payment dates, and to bear such interest, as will be sufficient, together with any moneys to which reference is made in subparagraph (a) above, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom (which earnings are to be held likewise in trust and so committed, except as provided herein), for the payment of all Bond Service Charges on those Bonds, on and to the next Interest Rate Adjustment Date, or prior redemption date, as the case may be; provided, that if any of those Bonds are to be redeemed prior to the maturity thereof, notice of that redemption shall have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of that notice; and further provided, that no Bonds or any part thereof shall be deemed to have been paid and discharged within the meaning of this Section 9.02 if the Interest Rate Mode of such Bonds is a Weekly Interest Rate. Notwithstanding anything herein to the contrary, if any Bonds are then rated by a Rating Service, no such Bonds shall be deemed to have been paid and discharged by reason of any deposit pursuant to paragraphs (a) and/or (b) above (other than any deposit of moneys, or Government Obligations purchased with moneys, which are the proceeds of drawings under the Letter of Credit or the Confirming Letter of Credit, if any) unless each such Rating Service shall have confirmed in writing to the Trustee that its rating will not be withdrawn or lowered as the result of any such deposit. Any moneys held by the Trustee in accordance with the provisions of this Section may be invested by the Trustee only in noncallable Government Obligations having maturity dates or having redemption dates, which, at the option of the Holder of those obligations, shall be not later than the date or dates on which moneys will be required for the purposes described above. To the extent that any income or interest earned by, or increment to, the investments held under this Section is determined from time to time by the Trustee (or at the Trustee’s election, a firm of certified public accountants selected by the Borrower) to be in excess of the amount required to be held by the Trustee for the purposes of this Section, that income, interest or increment shall be transferred at the time of that determination in the manner provided in Section 5.08 hereof for transfers of amounts remaining in the Bond Fund. If any Bonds shall be deemed paid and discharged pursuant to this Section 9.02, then within fifteen (15) days after such Bonds are so deemed paid and discharged, the Trustee shall cause a written notice to be given to each Holder thereof as shown on the Register on the date on which such Bonds are deemed paid and discharged. Such notice shall state the numbers of the Bonds deemed paid and discharged or state that all Bonds of a particular series are deemed paid and discharged, set forth a description of the obligations held pursuant to subparagraph (b) of the first paragraph of this Section 9.02 and specify any date or dates on which any of the Bonds are to be called for redemption pursuant to a notice of redemption given or irrevocable provisions made for such notice pursuant to the first paragraph of this Section 9.02. 91 Section 9.03. Survival of Certain Provisions.Notwithstanding the foregoing, any provisions of the Bond Legislation and this Indenture which relate to the maturity of Bonds, interest payments and dates thereof, optional and mandatory redemption provisions, credit against mandatory sinking fund requirements, exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, the holding of moneys in trust and repayments to the Bank or the Confirming Bank, if any, from the Bond Fund, and the duties of the Trustee and the Remarketing Agent in connection with all of the foregoing, shall remain in effect and be binding upon the Trustee, the Remarketing Agent and the Holders, notwithstanding the release and discharge of this Indenture. The provisions of this Article and Section 6.03 hereof shall survive the release, discharge and satisfaction of this Indenture. END OF ARTICLE IX ARTICLE X COVENANTS AND AGREEMENTS OF THE ISSUER Section 10.01. Covenants and Agreements of the Issuer.In addition to any other covenants and agreements of the Issuer contained in this Indenture or the Bond Ordinance, the Issuer further covenants and agrees with the Holders and the Trustee as follows: (a) Payment of Bond Service Charges. The Issuer will pay all Bond Service Charges, or cause them to be paid, solely from the sources provided herein, on the dates, at the places and in the manner provided in this Indenture. (b) Revenues and Assignment of Revenues. The Issuer will not assign the Revenues or create or authorize to be created any debt, lien or charge thereon, other than the assignment thereof under this Indenture. (c) Recordings and Filings. At the direction and expense of the Borrower, the Issuer will cause this Indenture, and any related instrument or documents relating to the assignment made by it under this Indenture to secur e the Bonds, to be recorded and filed in the manner and in the places (if any) which may be required by law in order to preserve and protect fully the security of the Holders and the rights of the Trustee hereunder. Not more than once every five (5) years, the Trustee may reasonably request at the Borrower’s expense an opinion of counsel, addressed to the Issuer and the Trustee stating that, based upon the law in effect on the date of such opinion, no filing, registration or recording and no refiling, reregistration or rerecording of any agreement or instrument, including any financing statement or amendments thereto, or any continuation statements or instruments of a similar character relating to the pledges and assignments made by the Issuer or the Borrower to secure the Bonds, is required by law, in order to fully preserve and protect the security of the Trustee and the rights of the Trustee under the Indenture, or if such filing, registration, recording, refiling, reregistration or rerecording is necessary, setting forth the requirements with respect thereto. The Borrower, with such assistance and cooperation from the Issuer as the Borrower may reasonably 92 request, shall take or cause to be taken all actions necessary to satisfy any such requirements. Promptly after any filing, registration, recording, refiling, reregistration or rerecording of any such agreement or instrument, the Trustee may request at the Borrower’s expense an opinion of counsel on behalf of the Issuer and the Trustee to the effect that such filing, registration, recording, refiling, reregistration or rerecording has been duly accomplished and setting forth the particulars thereof. The Trustee shall be reimbursed by the Borrower for the reasonable fees paid in connection with such opinions of counsel. (d) Inspection of Books. All books, instruments and documents in the Issuer’s possession relating to the Project and the Revenues shall be open to inspection and copying (at the expense of the Person making such copies) at all times during the Issuer’s regular business hours by any accountants or other agents of the Trustee, the Borrower, the Bank or the Confirming Bank, if any, which the Trustee, the Borrower, the Bank or the Confirming Bank, if any, may designate from time to time. (e) Register. At reasonable times and under reasonable regulations established by the Trustee, the Register may be inspected and copied (at the expense of the Person making such copies) by the Borrower, the Bank, the Confirming Bank, if any, the Trustee, Holders of twenty-five percent (25%) or more in aggregate principal amount of the Bonds then outstanding or a designated representative thereof. (f) Rights and Enforcement of the Agreement. The Trustee may enforce, in its name or in the name of the Issuer, all rights for and on behalf of the Holders, except for Unassigned Issuer’s Rights, and may enforce all covenants, agreements and obligations of the Borrower under and pursuant to the Agreement, regardless of whether the Issuer is in default in the pursuit or enforcement of those rights, covenants, agreements or obligations. The Issuer, however, will do all things and take all actions on its part necessary to comply with covenants, agreements, obligations, duties and responsibilities on its part to be observed or performed under the Agreement, and will take all actions within its authority to keep the Agreement in effect in accordance with the terms thereof. (g) Federal Tax Exemption. The Issuer covenants that it (i) will take, or require to be taken, all actions that may be required of the Issuer for the interest on the Project Bonds to be and remain excluded from gross income for federal income tax purposes and (ii) will not take or authorize to be taken any actions that would adversely affect that exclusion under the provisions of the Code. Section 10.02. Observance and Performance of Covenants, Agreements, Authority and Actions.The Issuer will observe and perform faithfully at all times all covenants, agreements, authority, actions, undertakings, stipulations and provisions to be observed or performed on its part under the Agreement, the Indenture, the Bond Ordinance and the Bonds which are executed, authenticated and delivered under this Indenture, and under all proceedings of the Issuer pertaining thereto. The Issuer represents and warrants that: (a) It is duly authorized by the laws of the State, particularly and without limitation the Act, to issue the Project Bonds, to execute and deliver this Indenture, the 93 Agreement and the Bond Purchase Agreement and to provide the security for payment of the Bond Service Charges in the manner and to the extent set forth in this Indenture. (b) All actions required on its part to be performed for the issuance, sale and delivery of the Project Bonds and for the execution and delivery by the Issuer of this Indenture, the Agreement and the Bond Purchase Agreement have been or will be taken duly and effectively. (c) The Project Bonds will be valid and binding special and limited obligations of the Issuer, enforceable in accordance with their terms. END OF ARTICLE X ARTICLE XI AMENDMENTS TO THE AGREEMENT, THE NOTES, THE LETTER OF CREDIT AND THE CONFIRMING LETTER OF CREDIT Section 11.01. Amendments Not Requiring Consent of Holders.Without the consent of or notice to the Holders, the Issuer and the Trustee, with the written consent of the Bank, and the written consent of the Confirming Bank during any period when a Confirming Letter of Credit is in effect, may consent to any amendment, change or modification of the Agreement, a Note, the Letter of Credit or the Confirming Letter of Credit, if any, as may be required (a) by the provisions of the Agreement, a Note, the Letter of Credit, the Confirming Letter of Credit, if any, or this Indenture, (b) in connection with the issuance of any Additional Bonds under this Indenture, (c) for the purpose of curing any ambiguity, inconsistency or formal defect or omission in the Agreement, a Note, the Letter of Credit, the Confirming Letter of Credit, if any, or the Indenture, (d) in connection with an amendment or to effect any purpose for which there could be an amendment of this Indenture pursuant to Section 8.02 hereof, or (e) in connection with any other change therein which is not to the prejudice of the Trustee or the Holders of the Bonds, in the judgment of the Trustee; provided, that if the Bonds of any series are then rated by a Rating Service, no amendment, change or modification of the Letter of Credit or the Confirming Letter of Credit, if any, shall be consented to by the Issuer or the Trustee unless such Rating Service shall have confirmed in writing that such rating will not be reduced or withdrawn if such amendment, change or modification is made. Section 11.02. Amendments Requiring Consent of Holders.Except for the amendments, changes or modifications contemplated by Section 11.01 hereof, neither the Issuer nor the Trustee shall consent to: (a) any amendment, change or modification of the Agreement, a Note, the Letter of Credit or the Confirming Letter of Credit, if any, which would change the amount or times as of which Loan Payments or drawings on the Letter of Credit or the Confirming Letter of Credit, if any, are required to be paid, without the giving of notice as provided in this Section of the proposed amendment, change or modification and receipt of the written consent thereto of the Bank, and the written consent of the Confirming Bank during any 94 period when a Confirming Letter of Credit is in effect, and the Holders of all of the then outstanding Bonds affected by such amendment, change or modification; or (b) any other amendment, change or modification of the Agreement, a Note, the Letter of Credit or the Confirming Letter of Credit, if any, without the giving of notice as provided in this Section of the proposed amendment, change or modification and receipt of the written consent thereto of the Bank, and the written consent of the Confirming Bank during any period when a Confirming Letter of Credit is in effect, and the Holders of at least a majority in aggregate principal amount of Bonds then outstanding affected by such amendment, change or modification. The consent of such Holders shall be obtained as provided in Section 8.03 hereof with respect to Supplemental Indentures. If the Issuer and the Borrower shall request at any time the consent of the Trustee to any proposed amendment, change or modification of the Agreement, a Note, the Letter of Credit or the Confirming Letter of Credit, if any, contemplated in subparagraph (a) or (b), upon receipt of the written consent of the Bank and the written consent of the Confirming Bank during any perio d when a Confirming Letter of Credit is in effect, thereto and upon being indemnified satisfactorily by the Borrower with respect to expenses, the Trustee shall cause notice of the proposed amendment, change or modification to be provided in the manner which is required by Section 8.03 hereof with respect to notice of Supplemental Indentures. This notice shall set forth briefly the nature of the proposed amendment, change or modification and shall state that copies of the instrument or document embodying it are on file at the principal corporate trust office of the Trustee for inspection by all Holders. END OF ARTICLE XI ARTICLE XII MEETINGS OF HOLDERS Section 12.01. Purposes of Meetings.A meeting of the Holders of Bonds may be called at any time and from time to time pursuant to the provisions of this Article XII, to the extent relevant to the Holders of all of the Bonds or of Bonds of that series, as the case may be, to take any action (a) authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Bonds or of that series, (b) under any provision of this Indenture or (c) authorized or permitted by law. Section 12.02. Call of Meetings.The Trustee may call at any time a meeting of Holders pursuant to Section 12.01 hereof to be held at any reasonable time and place the Trustee shall determine. Notice of such meeting, setting forth the time, place and generally the subject thereof, shall be mailed by first-class mail, postage prepaid, not fewer than fifteen (15) nor more than ninety (90) days prior to the date of the meeting to the Holders at their addresses as they appear on the Register on the fifteenth day preceding such mailing, which fifteenth day preceding the mailing shall be the record date for the meeting . 95 If at any time the Issuer, the Borrower, the Bank, the Confirming Bank, if any, or the Holders of at least twenty-five percent (25%) in aggregate principal amount of the Bonds, or if applicable, the affected series of Bonds, then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth the purpose of the meeting, and the Trustee shall not have mailed the notice of the meeting within twenty (20) days after receipt of the request, then the Issuer, the Borrower, the Bank, the Confirming Bank, if any, or the Holders of Bonds in the amount above specified may determine the time and the place of the meeting and may call the meeting to take any action authorized in Section 12.01 hereof by mailing notice thereof as provided above. Any meetings of Holders of Bonds affected by a particular matter shall be valid without notice, if the Holders of all Bonds, or if applicable, the affected series of Bonds, then outstanding are present in person or by proxy, or if notice is waived before or after the meeting by the Holders of all Bonds, or if applicable, the affected series of Bonds, outstanding who were not so present at the meeting, and if the Issuer, the Borrower, the Bank, the Confirming Bank, if any, and the Trustee are either present by duly authorized representatives or have waived notice, before or after the meeting. Section 12.03. Voting.To be entitled to vote at any meeting of Holders, a Person shall (a) be a Holder of one or more outstanding Bonds, or if applicable, of the affected series of Bonds, as of the record date for the meeting as determined above, or (b) be a person appointed by an instrument or document in writing as proxy by a person who is a Holder as of the record date for the meeting, of one or more outstanding Bonds, or, if applicable, of the affected series of Bonds. Each Holder or proxy shall be entitled to one vote for each $100,000 principal amount of Bonds held or represented by it. The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures of the Holders of Bonds or of their representatives by proxy and the identifying number or numbers of the Bonds held or represented by them. Section 12.04. Meetings.Notwithstanding any other provision of this Indenture, the Trustee may make any reasonable regulations which it may deem to be advisable for meetings of Holders, with regard to: (a) proof of the holding of Bonds and of the appointment of proxies; (b) the appointment and duties of inspectors of votes; (c) recordation of the proceedings of those meetings; (d) the execution, submission and examination of proxies and other evidence of the right to vote; and (e) any other matters concerning the conduct, adjournment or reconvening of meetings which it may think fit. 96 The Trustee shall appoint a temporary chair of the meeting by an instrument or document in writing, unless the meeting shall have been called by the Issuer, the Borrower, the Bank, the Confirming Bank, if any, or by the Holders, as provided in Section 12.02 hereof, in which case the Issuer, the Bank, the Confirming Bank, if any, the Borrower or the Holders calling the meeting, as the case may be, shall appoint a temporary chair in like manner. A permanent chair and a permanent secretary of the meeting shall be elected by vote of the Holders of at least a majority in principal amount of the Bonds represented at the meeting and entitled to vote. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at the meeting and their counsel, any representatives of the Trustee and its counsel, any representatives of the Issuer and its counsel, any representatives of the Borrower and its counsel, any representatives of the Bank and/or the Confirming Bank, if any, and their counsel and any representatives of the Remarketing Agent and its counsel. Section 12.05. Miscellaneous.Nothing contained in this Article XII shall be deemed or construed to authorize or permit any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of the Bonds by reason of any call of a meeting of Holders or any right conferred expressly or impliedly hereunder to make a call of a meeting. END OF ARTICLE XII ARTICLE XIII MISCELLANEOUS Section 13.01. Limitation of Rights.With the exception of rights conferred expressly in this Indenture, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended or shall be construed to give to any Person other than the parties hereto, the Borrower, the Remarketing Agent, the Bank, the Confirming Bank, if any, and the Holders of the Bonds any legal or equitable right, remedy, power or claim under or with respect to this Indenture or any covenants, agreements, conditions and provisions contained herein. This Indenture and all of those covenants, agreements, conditions and provisions are intended to be, and are, for the sole and exclusive benefit of the parties hereto, the Borrower, the Bank, the Confirming Bank, if any, t he Remarketing Agent, the Beneficial Owners and the Holders of the Bonds, as provided herein. Notwithstanding any provisions hereof to the contrary, the Bank shall not have any rights hereunder, including, without any limitation, any right to give any direction or to give or withhold consent, unless (a) the Letter of Credit is in full force and effect and no Event of Default has occurred and is continuing under paragraphs (g) or (h) of Section 7.01 hereof or (b) liabilities or obligations are owed to the Bank for the reimbursement of drawings under the Letter of Credit or otherwise under the Reimbursement Agreement. Notwithstanding any provisions hereof to the contrary, the Confirming Bank shall not have any rights hereunder, including, without any limitation, any right to give any direction or to give or withhold consent, unless (a) the Confirming Letter of Credit is in full force and effect and no Event of Default has occurred and is continuing under paragraphs (j) or (k) of Section 7.01 hereof or (b) liabilities or obligations are owed to the Confirming Bank for the reimbursement of drawings under the Confirming Letter of Credit or otherwise under the Confirming Bank Reimbursement Agreement. 97 Section 13.02. Severability.In case any section or provision of this Indenture, or any covenant, agreement, stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under this Indenture, or any application thereof, is held to be illegal or invalid for any reason, or is inoperable at any time, that illegality, invalidity or inoperability shall not affect the remainder thereof or any other section or provision of this Indenture or any other covenant, agreement, stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under this Indenture, all of which shall be construed and enforced at the time as if the illegal, invalid or inoperable portion were not contained therein. Any illegality, invalidity or inoperability shall not affect any legal, valid or operable section, provision, covenant, agreement, stipulation, obligation, act, action, part or application, all of which shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full extent permitted by law from time to time. Section 13.03. Notices.Except as provided in Section 7.02 hereof or elsewhere herein, it shall be sufficient service or giving of any notice, request, complaint, demand or other instrument or document, if it is duly delivered by overnight courier service, certified mail or hand-delivery. Notices to the Issuer, the Bank, the Confirming Bank, if any, the Borrower, the Remarketing Agent, the Trustee and Moody’s shall be addressed as follows: If to the Issuer, at: City of South Bend, Indiana 14th Floor, County-City Building South Bend, IN 46601 Attention: Controller If to the Borrower, at: PEI/Genesis, Inc. 2180 Hornig Road Philadelphia, PA 19116 Attention: Gregory Warshaw If to the Trustee, at: U.S. Bank National Association 10 West Market Street, Suite 1150 Indianapolis, IN 46204 Attention: Corporate Trust Department If to the Initial BSBY Rate Bond Purchaser, at: Citizens Bank, N.A. 2001 Market Street, Suite 600 195-0633 Philadelphia, PA 19103 Attention: Derrick R. Davis, Senior Vice President Duplicate copies of each notice, request, complaint, demand or other instrument or document given hereunder to any of such parties also shall be given to the others. The foregoing parties may 98 designate, by written notice given hereunder, any further or different addresses to which any subsequent notice, request, complaint, demand or other instrument or document shall be sent. In connection with any notice mailed pursuant to the provisions of this Indenture, a certificate of the Trustee, the Issuer, the Bank, if any, the Confirming Bank, if any, the Borrower, the Remarketing Agent, if any, the Initial BSBY Rate Bond Purchaser, if any, or the Holders of the Bonds, whichever or whoever mailed that notice, that the notice was so mailed shall be conclusive evidence of the proper mailing of the notice. Section 13.04. Suspension of Mail.If because of the suspension of delivery of first-class mail or for any other reason, the Trustee or any other Person shall be unable to mail by the required class of mail any notice required to be mailed by the provisions of this Indenture, the Trustee or any other Person shall give such notice in such other manner as in the judgment of the Trustee or such Person shall most effectively approximate mailing thereof, and the giving of the notice in that manner for all purposes of this Indenture shall be deemed to be in compliance with the requirement for the mailing thereof. Except as otherwise provided herein, the mailing of any notice shall be deemed complete upon deposit of that notice in the mail and giving of any notice by any other means of delivery shall be deemed complete upon receipt of the notice by the delivery service. Section 13.05. Payments Due on Saturdays, Sundays and Holidays.If any Interest Payment Date, Bond Purchase Date, Mandatory Bond Purchase Date, date of maturity of the principal of any Bonds or date fixed for the redemption of any Bonds is not a Business Day, then payment of interest, principal and any redemption premium or any purchase price payment need not be made by the Trustee or any Trustee on that date, but that payment may be made on the next succeeding Business Day with the same force and effect as if that payment were made on the Interest Payment Date, Bond Purchase Date, Mandatory Bond Purchase Date, date of maturity or date fixed for redemption, and no interest shall accrue for the period after that date; provided, however, if the Project Bonds bear interest at the Weekly Interest Rate, interest shall accrue from the scheduled date of purchase of Project Bonds or Beneficial Ownership Interests or from the scheduled date of any maturity or redemption due date of the Project Bonds until the Business Day on which such payment is made. Section 13.06. Instruments of Holders.Any writing, including, without limitation, any consent, request, direction, approval, objection or other instrument or document, required under this Indenture to be executed by any Holder may be in any number of concurrent writings of similar tenor and may be executed by that Holder in person or by an agent or attorney appointed in writing. Proof of (a) the execution of any writing, including, without limitation, any consent, request, direction, approval, objection or other instrument or document, (b) the execution of any writing appointing any agent or attorney, and (c) the ownership of Bonds, shall be sufficient for any of the purposes of this Indenture, if made in the following manner, and if so made, shall be conclusive in favor of the Trustee with regard to any action taken thereunder, namely: (i) The fact and date of the execution by any person of any writing may be proved by the certificate of any officer in any jurisdiction, who has power by law to take acknowledgments within the jurisdiction, that the person signing the writing acknowledged that execution before that officer, or by affidavit of any witness to that execution; and 99 (ii) The fact of ownership of Bonds shall be proved by the Register maintained by the Trustee. Nothing contained herein shall be construed to limit the Trustee to the foregoing proof, and the Trustee may accept any other evidence of the matters stated therein which it deems to be sufficient. Any writing, including without limitation, any consent, request, direction, approval, objection or other instrument or document, of the Holder of any Bond shall bind every further Holder of the same Bond, with respect to anything done or suffered to be done by the Issuer, the Trustee, the Bank, the Confirming Bank, if any, the Borrower or the Remarketing Agent pursuant to that writing. Section 13.07. Priority of this Indenture.This Indenture shall be superior to any liens which may be placed upon the Revenues or any other funds or accounts created pursuant to this Indenture. Section 13.08. Extent of Covenants; No Personal Liability.All covenants, stipulations, obligations and agreements of the Issuer contained in this Indenture are and shall be deemed to be covenants, obligations and agreements of the Issuer to the full extent authorized by the Act and permitted by the Constitution of the State; provided, that the liability of the Issuer hereunder and under the Bonds and the Agreement shall be limited to its interest in the Revenues pledged hereunder. No covenant, stipulation, obligation or agreement of any incorporator, member, director, trustee, officer, agent, attorney or employee, past, present, or future, of the Issuer (or any predecessor or successor entity) under the Bonds, this Indenture, the Agreement or any amendment or supplement hereto or thereto shall be enforceable against such person in anything other than that person’s official capacity. Neither the incorporators, members, directors, trustees, officers, agents, attorneys nor employees of the Issuer executing the Bonds, this Indenture, the Agreement or any amendment or supplement hereto or thereto shall be liable personally on the Bonds or subject to any personal liability or accountability by reason of the issuance or execution hereof or thereof. No recourse shall be had for the payment of the principal or purchase price of, or premium, if any, or interest on, the Bonds, or for any claim based thereon, against any incorporator, member, director, trustee, officer, agent, attorney or employee, past, present or future, of the Issuer, or against any incorporator, member, director, trustee, officer, agent, attorney or employee, past, present or future, of any predecessor or successor entity, as such, either directly or through the Issuer or any such predecessor or successor entity, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise. All such liability, whether at common law, in equity, by any constitution or statute or otherwise, of incorporators, members, directors, trustees, officers, agents, attorneys or employees, as such, is released as a condition of and consideration for the execution of this Indenture and the issuance of the Bonds. Section 13.09. Rating Categories.Except as otherwise expressly provided herein, any reference herein to a rating category established by a Rating Service shall mean such category without regard to any modification thereof by the addition of a plus or minus sign or a number indicating relative standing within such category. 100 Section 13.10. Binding Effect.This Indenture shall inure to the benefit of and shall be binding upon the Issuer and the Trustee and their respective successors and assigns, subject, however, to the limitations contained herein. Section 13.11. Counterparts.This Indenture may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument. Section 13.12. Governing Law.This Indenture and the Bonds shall be deemed to be contracts made under the laws of the State and for all purposes shall be governed by and construed in accordance with the laws of the State. Section 13.13. Notice to Rating Agencies.If the Project Bonds are rated by FitchRatings (“Fitch”), Moody’s or S&P, written notice of any amendment of this Indenture or the Letter of Credit or the Confirming Letter of Credit, if any, any expiration, termination, extension or substitution of the Letter of Credit or the Confirming Letter of Credit, if any, or any material change to the Reimbursement Agreement or any remarketing agreement entered into by the Remarketing Agent and the Borrower, and of conversion to the Fixed Rate shall be sent by the Borrower to Moody’s in advance of such events. The Trustee shall notify Moody’s of (i) any acceleration, redemption (other than scheduled redemptions), mandatory tender or defeasance of the Project Bonds and (ii) any change in identity of the Trustee or the Remarketing Agent. The Borrower or the Trustee, as applicable, shall provide Fitch, Moody’s or S&P with any other information reasonably requested by Moody’s in order to maintain the rating on the Bonds. END OF ARTICLE XIII [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED TRUST INDENTURE] IN WITNESS WHEREOF, the Issuer and the Trustee have executed this Second Amended and Restated Trust Indenture all as of the date first above written. CITY OF SOUTH BEND, INDIANA By:______________________________________ [SEAL] ATTEST: _________________________________ U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By:______________________________________ T. Scott Fesler, Vice President INDEX (to be inserted) (This Index is not a part of the Agreement but rather is for convenience of reference only) Preambles THIRD AMENDED AND RESTATED LOAN AGREEMENT This THIRD AMENDED AND RESTATED LOAN AGREEMENT (the “Amended and Restated Agreement” or “Agreement”), is made and entered into as of May , 2022, between the City of South Bend, Indiana, a political subdivision of the State of Indiana (the “Issuer”), and Tuliptree Associates LLC, a Pennsylvania limited liability company (“Tuliptree ” or the “Borrower”), under the circumstances summarized in the following recitals (the capitalized terms not defined above or in the recitals being used therein as defined in or pursuant to Article 1 hereof). WITNESSETH: WHEREAS, the Issuer is authorized under the Act to issue tax-exempt bonds (as defined in the Act) under the Act for economic development facilities (as defined in the Act) to accomplish the purposes of the Act, and secure their payment as provided in the Act; and WHEREAS, the Issuer is authorized under the Act to make direct loans to users (as defined in the Act) for the cost of acquisition, construction or installation of e conomic development facilities, with such loans to be secured by the pledge of one or more debt obligations of such users; and WHEREAS, the Commission, on or about November 17, 2006, considered whether the Project may have an adverse competitive effect on similar facilities already constructed or operating in South Bend, Indiana; and WHEREAS, on or about November 17, 2006, in accordance with the Act, the Commission prepared a report that briefly described the Project, estimated the number and expense of any public works or services that would be made necessary or desirable by the Project, estimated the total cost of the Project and estimated the number of jobs and the payroll to be created or saved, submitted such report to the executive director of the plan commission where the Project will be located and received the approval or received no comments concerning such report from such executive director within five days from the receipt of such report; and WHEREAS, after giving notice in accordance with the Act and Section 147(f) of the Code, the Commission, for itself and on behalf of the Common Council, on or about November 17, 2006, held a public hearing on the proposed financing of the Project, and, upon finding that the proposed financing of the Project will be of benefit to the health or general welfare of the citizens of South Bend, Indiana and complies with the Act, by resolution approved the financing of the Project; and WHEREAS, on or about November 27, 2006, the Common Council of the Issuer, after finding that the financing so approved by the Commission will be of benefit to the health or general welfare of the citizens of South Bend, Indiana and complies with the Act, adopted an ordinance approving the proposed financing in the form that the financing was approved by the Commission, authorizing the issuance of its City of South Bend, Indiana Variable Rate Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) in the aggregate principal amount of Eight Million One Hundred Five Thousand Dollars ($8,105,000) pursuant to that certain Trust Indenture, dated as of January 1, 2007, between the City and the 2 Trustee (the “Original Indenture”), which Original Indenture was amended and restated by that certain Amended and Restated Trust Indenture, dated October 1, 2009, between the Issuer and the Trustee (the “First Amended and Restated Indenture”), which First Amended and Restated Indenture was amended and restated by that certain Second Amended and Restated Trust Indenture, dated January 3, 2012, between the Issuer and the Trustee (the “Second Amended and Restated Indenture”), and which First Amended and Restated Indenture will be amended and restated contemporaneously herewith by the Third Amended and Restated Trust indenture, dated the date hereof (the “Third Amended and Restated Indenture”), and authorizing the loan of the proceeds thereof to Tuliptree and PEI/Genesis, Inc. (collectively, the “Original Borrower”) pursuant to that certain Loan Agreement (the “Original Agreement”), dated as of January 1, 2007, between the Original Borrower and the Trustee, which Original Agreement was amended and restated by that certain Amended and Restated Loan Agreement, dated October 1, 2009, between the Issuer and the Trustee (the “First Amended and Restated Agreement”), which First Amended and Restated Loan Agreement was Amended and Restated by the Second Amended and Restated Loan Agreement, dated January 3, 2012, between the Issuer and the Trustee (the “Second Amended and Restated Loan Agreement), and which Second Amended and Restated Agreement has been amended and restated by this Agreement; and WHEREAS, the Borrower has agreed to make payments pursuant to this Agreement sufficient in the aggregate to pay fully when due the principal of and premium, if any, and interest on the Project Bonds, and the purchase price of Bonds tendered for purchase, and related expenses; and WHEREAS, pursuant to the Indenture, the Issuer has pledged and assigned certain of its rights under this Agreement as security for the Project Bonds; and WHEREAS, the Borrower desires that the Issuer and the Trustee amend, supplement and restate the Second Amended and Restated Indenture to replace the LIBOR Rate with the BSBY Rate for the Bonds and related provisions as set forth in Third Amended and Restated Indenture for the purpose of, among other things, implementing the BSBY Rate and removing PEI/Genesis, Inc. as a Borrower; and WHEREAS, the Issuer and the Borrower, with the consent of the beneficial Holders of all of the outstanding Bonds, wish to amend, supplement and restate the Second Amended and Restated Agreement in connection with the replacement of the LIBOR Rate interest rate mode with the BSBY Rate interest mode for the Bonds as set forth in this Agreement; and WHEREAS, the amendment and restatement set forth in the Third Amended and Restated Indenture and the terms of the Bonds will result in the Bonds being deemed to have been reissued for purposes of the Internal Revenue Code of 1986, as amended; and WHEREAS, after giving notice in accordance with the Act and Section 147(f) of the Code, the Common Council of the Issuer, on or about December 12, 2011, held a public hearing on the proposed the execution and delivery of the Third Amended and Restated Trust Indenture and this Third Amended and Restated Agreement, and, upon finding that such proposed matters will be of benefit to the health or general welfare of the citizens of South Bend, Indiana and complies with the Act, by ordinance duly passed and approved by the Common Counsel of the Issuer 3 on or about , 2022, and duly approved by the Mayor of the Issuer, the Issuer duly and validly authorized and approved the execution and delivery of the Third Amended and Restated Trust Indenture and this Third Amended and Restated Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto covenant, agree and bind themselves as follows (provided that any obligation of the Issuer created by or arising out of this Agreement shall not be a general debt on its part but shall be payable solely out of the Revenues, as defined in the Indenture): ARTICLE I DEFINITIONS Section 1.1. Use of Defined Terms. Words and terms defined in the Indenture shall have the same meanings when used herein, unless the context or use clearly indicates another meaning or intent. In addition, the words and terms set forth in Section 1.2 hereof shall have the meanings set forth therein unless the context or use clearly indicates another meaning or intent. Section 1.2. Definitions. As used herein: “Additional Payments” means the amounts required to be paid by the Borrower pursuant to the provisions of Section 4.2 hereof. “Agreement” or “Third Amended and Restated Agreement” means the Third Amended and Restated Loan Agreement dated as of even date with this Indenture, between the Issuer and the Borrower, as amended or supplemented from time to time. “Amended and Restated Bond Purchase and Covenant Agreement” means that certain Amended and Restated Bond Purchase and Covenant Agreement between Borrower and Citizens Bank, N.A., a successor by merger to Citizens Bank of Pennsylvania dated as of May , 2022. “Amended and Restated Indenture” means that certain Amended and Restated Trust Indenture, dated October 1, 2009 between the Issuer and the Trustee. “Amended and Restated Note” means, the promissory note of the Borrower, dated as of October 22, 2009. “Bond Purchase and Covenant Agreement” means the Bond Purchase and Covenant Agreement dated as of January 3, 2012, between the Borrower and the Initial BSBY Rate Bond Purchaser. “Bonds” means the Project Bonds and any Additional Bonds. “Borrower” means Tuliptree Associates LLC. 4 “Confirming Letter of Credit” means (a) any confirming letter of credit, advice of confirmation or similar instrument issued in connection with a Letter of Credit; and (b) upon the issuance and effectiveness thereof, any Alternate Confirming Letter of Credit. “Confirming Bank” means the bank or financial institution issuing a Confirming Letter of Credit. Upon issuance and effectiveness of any Alternate Confirming Letter of Credit, “Confirming Bank” shall mean the issuer thereof and its successors and assigns. “Confirming Bank Reimbursement Agreement” means the reimbursement or similar agreement entered into between the Borrower and the issuer of any Confirming Letter of Credit or Alternate Confirming Letter of Credit. “Completion Date” means the date of the substantial completion of the acquisition, construction and installation of the Project evidenced in accordance with the requirements of Section 3.6 hereof. “Construction Period” means the period between the beginning of the acqms1tion, construction and installation of the Project or the date on which the Bonds are initially issued, whichever is earlier, and the Completion Date. “Engineer” means an individual or firm acceptable to the Trustee and qualified to practice the profession of engineering or architecture under the laws of the State. “Event of Default” means any of the events described as an Event of Default in Section 7.1 hereof. “First Amended and Restated Agreement” means the First Amended and Restated Loan Agreement, dated October 1, 2009. “First Amended and Restated Indenture” means the First Amended and Restated Indenture, dated October 1, 2009. “Force Majeure” means any of the causes, circumstances or events described as constituting Force Majeure in Section 7.1 hereof. “Indenture” means the Trust Indenture, dated as of January 1, 2007, between the Issuer and the Trustee, as supplemented and amended by the Amended and Restated Indenture, as supplemented and amended by the Second Amended and Restated Indenture, as supplemented or amended by the Third Amended and Restated Indenture as amended or supplemented from time to time. “Initial BSBY Rate Bond Purchaser” means Citizens Bank, N.A., as successor by merger to Citizens Bank of Pennsylvania, as the purchaser and Holder with respect to the Bonds as of May , 2022, and its successors and assigns. “Loan” means the loan by the Issuer to the Borrower of the proceeds received from the sale of the Project Bonds. 5 “Loan Payment Date” means any date on which any of the Loan Payments are due and payable, whether at maturity, upon acceleration, call for redemption or prepayment, or otherwise. “Loan Payments” means the amounts required to be paid by the Borrower in repayment of the Loan pursuant to the provisions of the Notes and of Section 4.1 hereof. “Notes” means the Project Note and any Additional Notes. “Notice Address” means: (a) As to the Issuer: City of South Bend, Indiana 14th Floor, County-City Building South Bend, IN 46601 Attention: Controller (b) As to the Borrower: Tuliptree Associates LLC 2180 Hornig Road Philadelphia, PA 19116 Attention: Gregory Warshaw (c) As to the Trustee: U.S. Bank National Association 10 West Market Street, Suite 1150 Indianapolis, IN 46204 Attention: Corporate Trust Department (d) As to the Initial BSBY Rate Bond Citizens Bank, N.A. Purchaser: 2001 Market Street, Suite 600 195-0633 Philadelphia, PA 19103 Attn: Derrick R. Davis, Senior Vice President or such additional or different address, notice of which is given under Section 8.2 hereof. “Original Agreement” means that certain Loan Agreement dated as of even date with the Original Indenture, between the Issuer and the Borrower. “Original Indenture” means that certain Trust Indenture, dated January 1, 2007, between the Issuer and the Trustee. “Original Project Note” means the promissory note of the Borrower, dated as of January 30, 2007, the date of issuance of the Project Bonds. 6 “Plans and Specifications” means the Borrower’s plans and specifications for the acquisition, construction and installation of the Project, as amended from time to time. “Project” means the real and personal property, including undivided interests or other interests therein, identified in Exhibit A attached hereto as a part hereof, or acquired, constructed or installed as a replacement or substitution therefore or an addition thereto, or as may result from any revision thereof in accordance with the provisions of this Agreement. “Project Bonds” means the Variable Rate Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project), issued by the Issuer in the aggregate principal amount of $8,105,000 pursuant to the Indenture, as reissued in the aggregate principal amount of , pursuant to the Second Amended and Restated Indenture. “Project Note” means, the promissory note of the Borrower, dated as of even date with the date of issuance of the Project Bonds, as amended and restated by the Amended and Restated Note, as Amended and Restated by the Second Amended and Restated Note and as Amended and Restated by the Third Amended and Restated Note. “Project Site” means the real estate and interests in real estate constituting the site of the Project, as described in Exhibit B attached hereto as a part hereof. “Second Amended and Restated Indenture” means this Second Amended and Restated Trust Indenture, dated January 3, 2012 between the Issuer and the Trustee. “Second Amended and Restated Note” means, the promissory note of the Borrower, dated as of January 3, 2012. “Tax Certificate” means the Tax and Arbitrage Certificate of the Borrower delivered in connection with the initial issuance and delivery of the Project Bonds, as supplemented .and amended by the Supplemental Tax Certificate, dated October 22, 2009, as supplemented .and amended by the Second Supplemental Tax Certificate, dated January 3, 2012. “Third Amended and Restated Indenture” means this Second Amended and Restated Trust Indenture, dated May , 2022, between the Issuer and the Trustee. “Third Amended and Restated Note” means, the promissory note of the Borrower, dated as of May , 2022, in the form attached hereto as Exhibit C, evidencing the obligation of the Borrower to make Loan Payments. “Trustee” means the Trustee at the time acting as such under the Indenture, originally U.S. Bank National Association, as Trustee, and any successor Trustee as determined or designated under or pursuant to the Indenture. “Unassigned Issuer’s Rights” means all of the rights of the Issuer to receive Additional Payments under Section 4.2 hereof, to be held harmless and indemnified under Section 5.3 hereof, to be reimbursed for attorney’s fees and expenses under Section 7.4 hereof, to have none of its members, officers or employees subject to personal liability hereunder under Section 8.3 hereof, to have the obligations hereunder be special and limited obligations of the Issuer under Section 7 8.4 hereof and to give or withhold consent to amendments, changes, modifications, alterations and the termination of this Agreement under Section 8.6 hereof. Section 1.3. Interpretation. Any reference herein to the Issuer or to any member or officer thereof includes entities or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their respective functions. Any reference to a section or provision of the Constitution of the State or the Act, or to a section, chapter, article or title of the Indiana Code or to any statute of the United States of America, includes that section, chapter, article, title or statute as amended, modified, revised, supplemented or superseded from time to time; provided, that no amendment, modification, revision, supplement or superseding section, chapter, article, title or statute shall be applicable solely by reason of this provision if it constitutes in any way an impai rment of the rights or obligations of the Issuer, the Holders, the Trustee, the Bank, if any, the Confirming Bank, if any, the Initial BSBY Rate Bond Purchaser, or the Borrower under this Agreement. Unless the context indicates otherwise, words importing t he singular number include the plural number, and vice versa. The terms “hereof’, “hereby”, “herein”, “hereto”, “hereunder” and similar terms refer to this Agreement, and the term “hereafter” means after, and the term “heretofore” means before, the date of delivery of the Project Bonds. Words of any gender include the correlative words of the other genders, unless the sense indicates otherwise. Section 1.4. Captions and Headings. The captions and headings in this Agreement are solely for convenience of reference and in no way define, limit or describe the scope or intent of any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.1. Representations, Warranties and Covenants of the Issuer. The Issuer represents and warrants that: (a) It is a political subdivision of the State. (b) It has full legal right, power and authority pursuant to the Act to finance the Project through the issuance of the Project Bonds and has given any necessary notices and has taken all other steps and followed all procedures required by the Constitution and laws of the State (including the Act) in connection therewith. (c) It has full legal right, power and authority to (i) execute, deliver and perform the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement and this Third Amended and Restated Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Letter of Representations, the Original Indenture, the Amended and Restated Indenture, the Second Amended and Restated Indenture and the Third Amended and Restated Indenture, (ii) issue, sell and deliver the Project Bonds and (iii) carry out and consummate all other transactions contemplated by the Original Agreement, the First Amended and Restated 8 Agreement, the Second Amended and Restated Agreement and this Third Amended and Restated Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Letter of Representations, the Original Indenture, the Amended and Restated Indenture, the Second Amended and Restated Indenture and the Third Amended and Restated Indenture. (d) It has duly authorized (i) the execution, delivery and performance of the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement and this Third Amended and Restated Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Letter of Representations, the Original Indenture, the Amended and Restated Indenture, the Second Amended and Restated Indenture and the Third Amended and Restated Indenture, and (ii) the taking of any and all such actions as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. (e) The Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement and this Third Amended and Restated Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Letter of Representations, the Original Indenture, the Amended and Restated Indenture, the Second Amended and Restated Indenture and the Third Amended and Restated Indenture constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, and have been duly authorized and executed by the Issuer, and, when authenticated by the Trustee in accordance with the provisions of the Third Amended and Restated Indenture, the Project Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding special and limited obligations of the Issuer in conformity with the provisions of the Act and the Constitution of the State, enforceable in accordance with their terms, except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. (f) There is no action, suit, proceeding, inquiry, or investigation to which the Issuer is a party at law or in equity or before or by any court, public board or body, pending or, to the knowledge of the Issuer, except as otherwise disclosed in the Offering Circular (as defined in the Bond Purchase and Covenant Agreement), threatened against the Issuer, which in any manner questions the validity of the Act, the powers of the Issuer referred to in paragraph (b) above or the validity of any proceedings taken by the Issuer in connection with the issuance of the Project Bonds or wherein any unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement or this Third Amended and Restated Agreement or which, in any way, would adversely affect the validity or enforceability of the Project Bonds, the Letter of Representations, the Original Indenture, the Amended and Restated Indenture, the Second Amended and Restated Indenture, the Third Amended and Restated Indenture, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement or this Third Amended and Restated Agreement (or of any other instrument required of the Issuer or 9 contemplated for use by the Issuer in consummating the transactions contemplated thereby and hereby). (g) To the Issuer’s knowledge, the execution and delivery by the Iss uer of the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement and this Third Amended and Restated Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement the Letter of Representations, the Original Indenture, the Amended and Restated Indenture, the Second Amended and Restated Indenture and the Third Amended and Restated Indenture and compliance with the provisions of each of such instruments will not conflict with or constitute a breach of, or default under, any material commitment, agreement or other instrument to which the Issuer is a party or by which it is bound, or under any provision of the Act, the Constitution of the State or any existing law, rule, regulation, ordinance, judgment, order or decree to which the Issuer is subject. (h) The Issuer will do or cause to be done all things necessary, so far as lawful, to preserve and keep in full force and effect its existence or to assure the assumption of its obligations under the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Original Indenture, the Amended and Restated Indenture, the Second Amended and Restated Indenture, the Third Amended and Restated Indenture, the Letter of Representations and the Bonds by any successor public body. (i) The Issuer has not pledged or assigned and will not pledge or assign its interest in the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement or the Revenues, other than to the Trustee under the Original Indenture as amended and restated by the Amended and Restated Indenture, as amended and restated by the Second Amended and Restated Indenture and as amended and restated by the Third Amended and Restated Indenture to secure the Bonds. The Issuer will not purchase any of the Project Bonds. Section 2.2. Representations, Warranties and Covenants of the Borrower. The Borrower represents, warrants and covenants that: (a) Tuliptree is a limited liability company duly organized and validly existing under the laws of the Commonwealth of Pennsylvania and is duly authorized to do business in the Commonwealth. The Borrower has full power and authority to execute, deliver and perform the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Reimbursement Agreement, the Remarketing Agreement and the Project Note and to enter into and carry out the transactions contemplated by those documents. That execution, delivery and performance do not, and will not, violate any provision of law applicable to the Borrower or its Articles of Incorporation, Articles of Organization, Bylaws or Operating Agreement, as 10 applicable, and do not, and will not, conflict with or result in a default under any agreement or instrument to which the Borrower is a party or by which the Borrower is bound. (b) The Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Remarketing Agreement, the Reimbursement Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Project Note, including without limitation the Third Amended and Restated Note, by proper corporate action, have been duly authorized, executed and delivered b y the Borrower and are valid and binding obligations of the Borrower. (c) The Project at all times will be located entirely within the boundaries of the Issuer, and the Project will serve the public purposes of the Act and will be of benefit to the health or general welfare of the citizens of the Issuer. (d) The acquisition, construction and installation of the property comprising the Project by the Borrower complies in all material respects with all applicable zoning, planning, building, environmental and other regulations of the governmental authorities having jurisdiction over the Project, and all necessary permits, licenses, consents and permissions necessary for the Project have been obtained. (e) The undertaking of the financing of costs of the Project by the Issu er and the loan of the proceeds of the Project Bonds has constituted an inducement to the Borrower to acquire, construct and install the Project in South Bend, Indiana. (f) The Borrower is not in default in the payment of the principal of, or interest on, any of the Borrower’s indebtedness for borrowed money, or in default under any instrument under which, or subject to which, any indebtedness has been incurred, and no event has occurred and is continuing under the provisions of any material agreement involving the Borrower that, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (g) No litigation at law or in equity nor any proceeding before any governmental agency or other tribunal involving the Borrower is pending or, to the knowledge of the Borrower, except as otherwise disclosed in the Offering Circular, threatened, in which any liability of the Borrower is not adequately covered by insurance and in which any judgment or order would have a material and adverse effect upon the business or assets of the Borrower or would materially and adversely affect the Project, the validity of the Original Agreement, the Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Reimbursement Agreement, the Remarketing Agreement, the Project Note, including as amended and restated by the Third Amended and Restated Note or the performance of the Borrower’s obligations thereunder or the transactions contemplated hereby. 11 (h) The Borrower shall not use or operate the Project in any way which would affect the qualification of the Project under the Act or impair the exclusion from gross income for federal income tax purposes of the interest on the Project Bonds. (i) The representations contained in the Tax Certificate (which is incorporated herein by this reference thereto) are true and correct and the Borrower will observe t he covenants contained therein as fully as if set forth herein. (j) The Initial BSBY Rate Bond Purchaser does not control, either directly or indirectly through one or more intermediaries, the Borrower. Likewise, the Borrower does not control, either directly or indirectly through one or more intermediaries, the Initial BSBY Rate Bond Purchaser. “Control” for this purpose has the meaning given to such term in Section 2(a)(9) of the Investment Company Act of 1940, as amended and as interpreted by the Securities and Exchange Commission. (Under such Section 2(a)(9), “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall be presumed to control such company. Any person who does not own more than 25% of the voting securities of any company shall be presumed not to control such company.) The Borrower agrees to provide written notice to the Trustee, the Remarketing Agent and the Bondholders of any transaction that would result in the Borrower controlling or being controlled by the Initial BSBY Rate Bond Purchaser. The Borrower agrees to provide such notice thirty days prior to the consummation of such transaction. (k) The Borrower represents that the Bond Purchase and Covenant Agreement and the documents referenced therein constitute the entire agreement between the Borrower and the Initial BSBY Rate Bond Purchaser respecting the Loan. (l) The Borrower covenants that it will not take any action, directly or indirectly (including, but not limited to, any amendment to the Bond Purchase and Covenant Agreement), nor fail to take any action, directly or indirectly, which would cause any payment under the Letter of Credit to be a voidable preference under Section 547 of Title 11 of the United States Code, U.S.C. §101 et. seq. (the “Bankruptcy Code”) which is recoverable under Section 550(a) of the Bankruptcy Code in the event of the filing of a petition in bankruptcy by or against the Borrower or the Issuer. ARTICLE III COMPLETION OF THE PROJECT; ISSUANCE OF THE PROJECT BONDS Section 3.1. Acquisition, Construction and Installation of the Project. The Borrower acquired, constructed and installed the property comprising the Project with all reasonable dispatch, all on the Project Site and substantially in accordance with the Plans and Specifications. The Borrower (a) paid when due (or reimbursed itself for prior expenditures made to pay) all fees, costs and expenses incurred in connection with the foregoing from funds made available therefore in accordance with the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement and this Third Amended 12 and Restated Agreement or otherwise, unless any such fees costs or expenses are being contested by the Borrower in good faith and by appropriate proceedings, (b) shall ask, demand, sue for, levy, recover and receive all those sums of money, debts and other demands whatsoever which may be due, owing and payable under the terms of any contract, order, receipt, writing and instruction in connection with the acquisition, construction and equipping of the Project, and (c) shall enforce the provisions of any contract, agreement, obligation, bond or other performance security with respect thereto. Section 3.2. Plans and Specifications. The Borrower, with the prior written consent of the Bank, if any, and the Initial BSBY Rate Bond Purchaser, may revise the Plans and Specifications from time to time, provided that no revision shall be made which would change the purpose of the Project to other than a purpose permitted by the Act. The Borrower promptly delivered to the Bank, if any, and the Initial BSBY Rate Bond Purchaser, a copy of the final Plans and Specifications upon their completion. Section 3.3. Issuance of the Bonds; Application of Proceeds. To provide funds to make the Loan for purposes of reimbursing the Borrower for expenditures made to finance, and assisting the Borrower in financing, the Project, the Issuer has issued, sold and delivered the Project Bonds upon the order of the Underwriter as provided in the Bond Purchase and Covenant Agreement, as amended and restated by the Amended and Restated Bond Purchase and Covenant Agreement. The Project Bonds were issued pursuant to the Original Indenture in the aggregate principal amount, bear interest, will mature and will be subject to redemption as set forth therein, as supplemented and amended by the Amended and Restated Indenture, as supplemented and amended by the Second Amended and Restated Indenture. T he Borrower hereby approves the terms and conditions of the Original Indenture, as supplemented and amended by the Amended and Restated Indenture, as supplemented and amended by the Second Amended and Restated Indenture, and the Project Bonds, and the terms and conditions under which the Project Bonds were issued, sold and delivered. The proceeds from the sale of the Project Bonds have been loaned to the Borrower and paid over to the Trustee for the benefit of the Borrower and the Holders of the Bonds and deposited as provided in Section 5.01 of the Indenture. Pending disbursement pursuant to Section 3.4 hereof, the proceeds deposited in the Project Fund, together with any investment earnings thereon, shall constitute a part of the Revenues assigned by the Issuer to the payment of Bond Service Charges as provided in the Indenture. At the request of the Borrower, and for the purposes and upon fulfillment of the conditions specified in the Indenture, the Issuer may provide for the issuance, sale and delivery of Additional Bonds and loan the proceeds from the sale thereof to the Borrower. Section 3.4. Disbursements from the Project Fund. Subject to the provisions below and to the representations, warranties and covenants contained herein and in the Tax Certificate, disbursements from the Project Fund shall be made only to pay, or to reimburse the Borrower for payment of, costs of the Project, or to reimburse the Bank, if any, for draws or the Letter of Credit, if any, to pay interest on the Project Bonds as set forth in Section 3.4(f) below, as follows: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction or installation of the Project, including: costs incurred with respect 13 to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (b) Premiums attributable to any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Project; (c) Taxes, assessments and other governmental charges in respect to the Project that may become due and payable during the Construction Period; (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Project; (e) Financial, legal, accounting, printing and engraving fees, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Project Bonds, including, without limitation, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Borrower’s counsel, the Trustee and the Underwriter and its counsel; provided, however, any fees and expenses incurred in connection with the issuance of the Project Bonds and paid with Project Bond proceeds shall not exceed 2% of the proceeds of the Project Bonds within the meaning of Section 147(g) of the Code; (f) Reserved; and (g) Any other incidental and necessary costs, expenses, fees and charges relating to the acquisition, construction or installation of the Project. Any disbursements from the Project Fund described above to pay such fees, costs or expenses or to reimburse the Borrower for the payment of such fees, costs or expenses shall be made by the Trustee only upon the written order of the Authorized Borrower Representative and only with the written approval of the Bank, if any, and the Initial BSBY Rate Bond Purchaser. Each such written order shall be in substantially the form of the disb ursement request attached hereto as Exhibit D and shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. Any disbursement for any item the cost for which is other than as described in the Tax Certificate shall be accompanied by the computation referred to in item (e) of Exhibit D evidencing that the average reasonably expected economic life of the facilities being financed by the Project Bonds is not less than 5/6ths of the average maturity of the Project Bonds or by an opinion of Bond Counsel to the effect that such disbursement will not result in the interest on the Project Bonds becoming subject to federal income taxation. If no computation as set forth in item (e) of Exhibit D is made, the Trustee may conclusively presume that the item is described in the Tax Certificate. In case any contract provides for the retention by the Borrower of a portion of the contract price, there shall be paid from the appropriate Pro ject Fund only the net amount remaining after deduction of any such portion and, only when that retained amount is due and payable, may it be paid from that Project Fund. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, of the costs of financing the Project described above, at the direction of the 14 Authorized Borrower Representative, with the prior written consent of the Bank, if any, and the Initial BSBY Rate Bond Purchaser, promptly shall be: (i) used to acquire, construct, renovate, equip and install such additional real or personal property in connection with the Project, as is designated by the Authorized Borrower Representative and approved by the Bank, if any, and the Initial BSBY Rate Bond Purchaser, and the acquisition, renovation, construction, equipping and installation of which will be permitted under the Act, provided that any such use shall be accompanied by an opinion of Bond Counsel to the effect that the acquisition of such additional property will not result in the interest on the Project Bonds becoming subject to federal income taxation; (ii) used to reimburse the Bank, if any, for draws on the Letter of Credit, if any, to redeem Project Bonds in accordance with the terms of the Indenture; (iii) used for the purchase of Project Bonds in the open market for the purpose of cancellation; or (iv) used to accomplish a combination of the foregoing as is provided in that direction. In all cases, such moneys shall be so used or applied only to the extent that, as stated in an opinion of Bond Counsel delivered to the Trustee, such use or application will not adversely affect the exclusion of the interest on the Project Bonds from gross income for federal income tax purposes. In the event that all of the Bonds are either redeemed or accelerated pursuant to the terms of the Indenture, any remaining funds in the Project Fund shall be transferred to the Bond Fund. Section 3.5. Borrower Required to Pay Costs in Event Project Funds Insufficient. If moneys in the Project Funds are not sufficient to pay all costs of the Project payable therefrom, the Borrower, nonetheless, will complete the Project in accordance with the Plans and Specifications, unless the Bank, if any, and the Initial BSBY Rate Bond Purchaser, consents otherwise, and, unless Additional Bonds shall have been issued for those purposes, shall pay all such additional costs of the Project from the Borrower’s own funds. The Borrower shall not be entitled to any reimbursement for any such additional costs of the Project from the Issuer, the Trustee or any Holder; nor shall it be entitled to any abatement, diminution or postponement of its obligation to make the Loan Payments. Section 3.6. Completion Date. The Borrower shall notify the Issuer, the Bank, if any, and the Initial BSBY Rate Bond Purchaser, and the Trustee of the Completion Date by a certificate signed by the Authorized Borrower Representative stating: (a) the date on which the Project was substantially completed, which date shall be not later than three years after initial delivery of the Project Bonds or such later (or earlier) date as has been approved in writing by the Bank, if any, and the Initial BSBY Rate Bond 15 Purchaser, and as will not, in the opinion of Bond Counsel, cause interest on the Project Bonds to become includable in gross income for federal income tax purposes; (b) that the acquisition, construction and installation of the property comprising the Project has been accomplished in such a manner as to conform with all applicable planning, building, environmental and other similar governmental regulations; (c) that except as provided in subsection (d) of this Section, all costs of that acquisition, construction and installation then or theretofore due and payable have been paid; and (d) the amounts which the Trustee shall retain in the Project Fund for the payment of costs of the Project not yet due or for liabilities which the Borrower is contesting or which otherwise should be retained and the reasons such amounts should be retained. That certificate shall state that it is given without prejudice to any rights against third parties which then exist or subsequently may come into being. The Authorized Borrower Representative shall include with that certificate a statement specifically describing all items of personal property comprising a part of the Project. The certificate shall be delivered as promptly as practicable after the occurrence of the events and conditions referred to in subsections (a) through (c) of this Section. Section 3.7. Investment of Fund Moneys. At the written or oral request (promptly confirmed in writing) of the Authorized Borrower Representative, any moneys held as part of the Bond Fund (except moneys held in the Bond Fund from draws on the Letter of Credit, which moneys shall be held in cash and not invested) or the Project Fund shall be invested or reinvested by the Trustee in Eligible Investments. The Issuer and the Borrower each hereby covenants that it will restrict that investment and reinvestment and the use of the proceeds of the Project Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time of delivery of and payment for the Project Bonds, so that the Project Bonds will not constitute arbitrage bonds under Section 148 of the Code. On the date of initial delivery of the Project Bonds, the Borrower shall provide the Issuer with, and the Issuer may base its certifications on a certificate of the Borrower for inclusion in the transcript of proceedings for the Project Bonds, setting forth the reasonable expectations of the Borrower on such date regarding the amount and use of the proceeds of the Project Bonds and the facts, estimates and circumstances on which those expectations are based. ARTICLE IV LOAN BY ISSUER; REPAYMENT OF THE LOAN; LOAN PAYMENTS AND ADDITIONAL PAYMENTS Section 4.1. Loan Repayment; Delivery of Notes and Letter of Credit. Upon the terms and conditions of the Original Agreement as supplemented and amended by the First Amended and Restated Agreement, the Second Amended and Restated Agreement and this Third Amended 16 and Restated Agreement, the Issuer has made the Loan to the Borrower. In consideration of and in repayment of the Loan, the Borrower shall make, as Loan Payments, payments sufficient in time and amount to pay when due all Bond Service Charges, all as more particularly provided in the Project Note and any Additional Note. The Original Project Note was executed and delivered by the Borrower concurrently with the execution and delivery of the Original Agreement, the Amended and Restated Note was executed and delivered by the Borrower concurrently with the execution and delivery of the First Amended and Restated Agreement and the Second Amended and Restated Note was executed and delivered by the Borrower concurrently with the execution of the Second Amended and Restated Agreement. The Third Amended and Restated Note shall be executed and delivered concurrently with the execution and delivery of this Agreement. All Loan Payments shall be paid to the Trustee (or to the Initial BSBY Rate Bond Purchaser as set forth in Section 4.3) in accordance with the terms of the Notes for the account of the Issuer and shall be held and applied in accordance with the provisions of the Original Indenture as supplemented and amended by the Amended and Restated Indenture, as supplemented and amended by the Second Amended and Restated Indenture, as supplemented and amended by the Third Amended and Restated Indenture and the Original Agreement as supplemented and amended by the First Amended and Restated Agreement, as supplemented and amended by the Second Amended and Restated Agreement and as supplemented and amended by this Third Amended and Restated Agreement. To the extent of payments made with respect to Bond Service Charges pursuant to draws upon the Letter of Credit, the Borrower shall receive a credit against its obligation to make Loan Payments under this Agreement and the Project Note. In connection with the issuance of any series of Additional Bonds permitted by the Bank, if any, the Confirming Bank, if any, and the Initial BSBY Rate Bond Purchaser, the Borrower shall execute and deliver to the Trustee an Additional Note in a form substantially similar to the form of the Project Note. All such Additional Notes shall: (a) provide for payments of interest equal to the payments of interest on the corresponding Additional Bonds; (b) require payments of principal and prepayments and any premium equal to the payments of principal, redemption payments, sinking fund payments and any premium on the corresponding Additional Bonds; (c) require all payments on any such Additional Notes to be made no later than the due dates for the corresponding payments to be made on the corresponding Additional Bonds; and (d) contain by reference or otherwise optional and mandatory prepayment provisions and provisions in respect of the optional and mandatory acceleration or prepayment of principal and any premium corresponding with the redemption and acceleration provisions of the corresponding Additional Bonds. All Notes shall secure equally and ratably all outstanding Bonds, except that, so long as no Event of Default described in paragraph (a), (b), (c), (g) or (h) of Section ·7.01 of the Indenture has occurred and is continuing, payments by the Borrower on the Project Note shall be used by the Trustee to reimburse the Bank, if any, for drawings on the Letter of Credit, if any, or the 17 Confirming Bank, if any, for drawings on the Confirming Letter of Credit, if any, used to pay Bond Service Charges on the Project Bonds. Upon payment in full, in accordance with the Original Indenture as supplemented and amended by the Amended and Restated Indenture, as supplemented and amended by the Second Amended and Restated Indenture, of the Bond Service Charges on any series of Bonds, whether at maturity or by redemption or otherwise, or upon provision for the payment thereof having been made in accordance with the provisions of the Original Indenture as supplemented and amended by the Amended and Restated Indenture, as supplemented and amended by the Second Amended and Restated Indenture, the Note issued concurrently with those corresponding Bonds shall be deemed fully paid, the obligations of the Borrower thereunder shall be terminated, and any such Note shall be surrendered by the Trustee to the Borrower and shall be canceled by the Borrower. Except for such interest of the Borrower, the Bank, if any, and the Confirming Bank, if any, as may hereafter arise pursuant to Section 5.07 or 5.08 of the Indenture, the Borrower and the Issuer each acknowledge that neither the Borrower nor the Issuer has any interest in the Bond Fund and any moneys deposited therein shall be in the custody of and held by the Trustee in trust for the benefit of the Holders and, to the extent of amounts due under the Reimbursement Agreement, if any, the Bank, if any, or to the extent of amounts due to the Confirming Bank, if any, with respect to unreimbursed draws under the Confirming Letter of Credit, the Confirming Bank. Section 4.2. Additional Payments. The Borrower shall pay to the Issuer, as Additional Payments hereunder, within five (5) days after request therefor made in writing and specifying such costs and expenses with reasonable particularity, any and all costs and expenses actually incurred or to be paid by the Issuer in connection with the issuance and delivery of the Project Bonds and Additional Bonds or otherwise related to actions taken by the Issuer under this Agreement or the Indenture. The Borrower shall pay to the Trustee its reasonable fees, charges and expenses for acting as such under the Indenture and any and all of its Extraordinary Expenses. Any payments under this Section not paid when due shall bear interest at the Interest Rate for Advances. Section 4.3. Place of Payments. The Borrower shall make all Loan Payments directly to the Trustee at its designated corporate trust office or to the Initial Libor Rate Bond Purchaser pursuant to Section 2.13(iv) of the Indenture. Additional Payments shall be made directly to the person or entity to whom or to which they are due. Section 4.4. Obligations Unconditional. The obligations of the Borrower to make Loan Payments and Additional Payments shall be absolute and unconditional, and the Borrower shall make such payments without abatement, diminution or deduction regardless of any cause or circumstances whatsoever, including, without limitation, any defense, set-off, recoupment or counterclaim which the Borrower may have or assert against the Issuer, the Trustee, the Bank, if any, the Confirming Bank, if any, or any other Person; provided, that the 18 Borrower may contest or dispute the amount of any such obligation (other than Loan Payments) so long as such contest or dispute does not result in an Event of Default under the Indenture. Section 4.5. Assignment of Agreement and Revenues. To secure the payment of Bond Service Charges, the Issuer shall assign to the Trustee, by the Indenture, all its right, title and interest in and to the Revenues, the Agreement (except for Unassigned Issuer’s Rights) and the Project Note. The Borrower hereby agrees and consents to that assignment. ARTICLE V ADDITIONAL AGREEMENTS AND COVENANTS Section 5.1. Right of Inspection. Subject to reasonable security and safety regulations and upon reasonable notice, the Issuer, the Bank, if any, the Confirming Bank, if any, the Initial BSBY Rate Bond Purchaser, and the Trustee, and their respective agents, shall have the right during normal business hours to inspect the Project. Section 5.2. Sale, Lease or Grant of Use by Borrower. With the written consent of the Bank, if any, and the Initial BSBY Rate Bond Purchaser, and subject to any other agreement to which the Borrower is a party or by which it is bound, the Borrower may sell, lease or grant the right to occupy and use the Project, in whole or in part, to others, provided that: (a) No such sale, lease or grant shall relieve the Borrower from the Borrower’s obligations under this Agreement or the Notes; (b) In connection with any such sale, lease or grant, the Borrower shall retain such rights and interests as will permit the Borrower to comply with the Borrower’s obligations under this Agreement and the Notes; (c) No such sale, lease or grant shall impair materially the purpose of the Act to be accomplished by operation of the Project as herein provided or adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Project Bonds. Section 5.3. Indemnification. The Borrower releases the Issuer from, agrees that the Issuer shall not be liable for, and shall indemnify the Issuer against, all liabilities, claims, costs and expenses, including attorneys’ fees and expenses, imposed upon, incurred by or asserted against the Issuer on account of: (a) any loss or damage to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever pertaining to the acquisition, construction, installation, equipping, maintenance, operation or use of the Project; (b) any breach or default on the part of the Borrower in the performance of any covenant or agreement of the Borrower under the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Reimbursement Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement the Project Note or any related document, or arising from any act or failure to act by the Borrower or any of the Borrower’s agents, contractors, servants, employees or licensees; (c) the authorization, issuance, sale, trading, remarketing, redemption or servicing of the Project Bonds, and the provision of any information 19 or certification furnished in connection therewith concerning the Project Bonds, the Project and the Borrower, including, without limitation, the Offering Circular, any information furnished by the Borrower or the Bank, if any, or the Confirming Bank, if any, or the Initial BSBY Rate Bond Purchaser, for, and included in, or used as a basis for preparation of, any certifications, information, statements or reports furnished by the Issuer, and any other information or certification obtained from the Borrower or the Bank, if any, or the Confirming Bank, if any, or the Initial BSBY Rate Bond Purchaser, to assure the exclusion of the interest on the Project Bonds from gross income of the Holders thereof for federal income tax purposes; (d) the Borrower’s failure to comply with any requirement of this Agreement or the Code pertaining to such exclusion of that interest, including the covenants in Section 5.4 hereof; and (e) any claim, action or proceeding brought with respect to the matters set forth in (a), (b), (c), or (d) above. The Borrower agrees to indemnify the Trustee for, and to hold it harmless against, all liabilities, damages, fines, penalties, claims, costs and expenses incurred, without negligence or willful misconduct on the part of the Trustee, on account of any action taken or omitted to be taken by the Trustee in accordance with the terms of the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Bonds, the Reimbursement Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Letter of Credit, the Notes, the Original Indenture, the Amended and Restated Indenture, the Second Amended and Restated Indenture or the Third Amended and Restated Indenture, or any action taken at the reque st of or with the consent of the Borrower, including the costs and expenses of the Trustee in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Bonds, the Original Indenture, the Amended and Restated Indenture, the Second Amended and Restated Indenture, the Third Amended and Restated Indenture, the Reimbursement Agreement, the Bond Purchase and Covenant Agreement, the Amended and Restated Bond Purchase and Covenant Agreement, the Letter of Credit or the Notes. In addition to and not in limitation of the pre ceding provision, the Borrower agrees to indemnify and hold the Trustee harmless from and against any and all losses that may be imposed on, incurred by, or asserted against, the Trustee for following any instructions or other directions upon which the Trustee is authorized to rely pursuant to the terms of the Indenture. In case any action or proceeding is brought against the Issuer or the Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity promptly shall give notice of that action or proceeding to the Borrower, and the Borrower upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Borrower from any of the Borrower’s obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Borrower. An indemnified party at its own expense may employ separate counsel and participate in the defense. The Borrower shall not be liable for any settlement made without the Borrower’s consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers and employees of the Issuer and the Trustee. That 20 indemnification is intended to and shall be enforceable by the Issuer and the Trustee to the full extent permitted by law and shall survive the termination or expiration of the Indenture. Section 5.4. Borrower Not to Adversely Affect Exclusion from Gross Income of Interest on Project Bonds. The Borrower hereby represents that the Borrower has taken and caused to be taken, and covenants that the Borrower will take and cause to be taken, all actions that may be required of the Borrower, alone or in conjunction with the Issuer, for the interest on the Project Bonds to be and remain excluded from gross income for federal income tax purposes, and represents that the Borrower has not taken or permitted to be taken on the Borrower’s behalf, and covenants that the Borrower will not take or permit to be taken on the Borrower’s behalf, any actions that would adversely affect such exclusion under the provisions of the Code. If the Borrower becomes aware of any actions or facts which have caused or will cause the interest on the Project Bonds to be includable in gross income for federal income tax purposes, the Borrower promptly shall (a) notify the Trustee and the Remarketing Agent of such actions or facts and (b) take such steps as are necessary to cause redemption of such Project Bonds in whole at the earliest practicable date. Section 5.5. Assignment by Issuer. Except for the assignment of the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement to the Trustee, the Issuer shall not attempt to further assign, transfer or convey its interest in the Revenues or this Agreement or create any pledge or lien of any form or nature with respect to the Revenues or the payments hereunder. Section 5.6. Borrower’s Performance under Indenture. The Borrower has examined the Second Amended and Restated Indenture and approves the form and substance of, and agrees to be bound by, its terms. The Borrower, for the benefit of the Issuer and each Bondholder, shall do and perform all acts and things required or contemplated in the Second Amended and Restated Indenture to be done or performed by the Borrower. The Borrower is a third party beneficiary of certain provisions of the Amended and Restated Indenture, and Section 8.05 of the Second Amended and Restated Indenture is hereby incorporated herein by reference. Section 5.7. Compliance with Laws. The Borrower shall, throughout the term of this Agreement, promptly comply or cause compliance in all material respects with all laws, ordinances, orders, rules, regulations and requirements of duly constituted public authorities which may be applicable to the Project or to the repair and alteration thereof, or to the use or manner of use of the Project or to the Borrower’s and any lessee’s operations on the Project Site. Notwithstanding the foregoing, the Borrower shall have the right to contest or cause to be contested the legality or the applicability of any such law, ordinance, order, rule, regulation or requirement so long as, in the opinion of counsel satisfactory to the Trustee and the Bank, if any, and the Initial BSBY Rate Bond Purchaser, such contest shall not in any way materially adversely affect or impair the obligations of the Borrower hereunder or any right or interest of the Trustee, the Bank, if any, or the Confirming Bank, if any, or the Initial BSBY Rate Bond Purchaser, in, to and under the Indenture or this Agreement. Section 5.8. Taxes, Permits, Utility and Other Charges. The Borrower shall pay and discharge or cause to be paid and discharged, promptly as and when the same shall become due 21 and payable, all taxes and governmental charges of any kind whatsoever that may be lawfully assessed against the Issuer, the Trustee, the Bank, if any, the Confirming Bank if any, the Initial BSBY Rate Bond Purchaser or the Borrower with respect to the Project or any portion thereof. The Borrower may in good faith contest or cause to be contested any such tax or governmental charge, and in such event may permit such tax or governmental charge to remain unsatisfied during the period of such contest and may appeal therefrom, unless, in the opinion of counsel satisfactory to the Trustee , the Bank, if any, the Confirming Bank, if any, and th e Initial BSBY Rate Bond Purchaser by such action any right or interest of the Trustee, the Bank, if any, or the Confirming Bank, if any, or the Initial BSBY Rate Bond Purchaser in, to and under the Indenture or this Agreement shall be materially endangered, or the Project or any part thereof shall become subject to imminent loss or forfeiture, in which event such tax or governmental charge shall be paid prior to any such loss or forfeiture. The Borrower shall procure or has caused to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper acquisition, construction and installation of the property comprising the Project for the lawful and proper use and operation of the Project. Section 5.9. Continued Existence. Except as otherwise provided in or permitted pursuant to the Bond Purchase and Covenant Agreement, or unless otherwise provided by law, Tuliptree shall maintain its existence and continue to be a duly formed and validly existing limited liability company under the laws of the Commonwealth of Pennsylvania and authorized to do business in the Commonwealth. Section 5.10. Removal of Portions of the Project. The Borrower shall have the right, from time to time, subject to the terms of the Bond Purchase and Covenant Agreement and Section 2.2(c) hereof, to remove, substitute or modify any portion of the Project, provided that such removal, substitution or modification shall not in any way cause the Project to be used for purposes other than those authorized under the Act, or in any way which would impair the exclusion from gross income of the interest on the Project Bonds for federal income tax purposes. Any such substituted or modified property shall be included under the terms of this Agreement as part of the Project. ARTICLE VI REDEMPTION OF PROJECT BONDS Section 6.1. Optional Redemption. Provided no Event of Default shall have occurred and be continuing at any time and from time to time, the Borrower may (i) deliver moneys to the Trustee in addition to Loan Payments or Additional Payments required to be made and direct the Trustee to use the moneys so delivered for the purpose of purchasing Project Bonds or of reimbursing the Bank, if any, for drawings on the Letter of Credit used to redeem Project Bonds called for optional redemption in accordance with the applicable provisions of the Indenture; or (ii) while the Project Bonds are in a BSBY Rate Mode, deliver moneys to the Initial Libor Rate Bond Purchaser in addition to Loan Payments or Additional Payments required to be made and direct the Initial Libor Rate Bond Purchaser to use the moneys so delivered for the purpose of redeeming Project Bonds, in whole or in part. Section 6.2. Extraordinary Optional Redemption. With the written consent of the Bank, if any, the Confirming Bank, if any, and the Initial BSBY Rate Bond Purchaser, if any, the 22 Borrower shall have, subject to the conditions hereinafter imposed, the option to direct the redemption, at a redemption price of 100% of the principal amount and accrued interest, of the entire unpaid principal balance of the Project Bonds in accordance with the applicable provisions of the Indenture upon the occurrence of any of the following events: (a) The Project or Project Site shall have been damaged or destroyed to such an extent that (1) the Project or Project Site cannot reasonably be expected to be restored, within a period of three months, to the condition thereof immediately preceding such damage or destruction or (2) normal use and operation of the Project or the Project Site is reasonably expected to be prevented for a period of three consecutive months; (b) Title to, or the temporary use of, all or a significant part of the Project or Project Site shall have been taken under the exercise of the power of eminent domain (1) to such extent that the Project or Project Site cannot reasonably be expected to be restored within a period of three months to a condition of usefulness comparable to that existing prior to the taking or (2) as a result of the taking, normal use and operation of the Project or Project Site is reasonably expected to be prevented for a period of three consecutive months; (c) As a result of any changes in the Constitution of the State, the constitution of the United States of America, or state or federal laws, or as a result of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Issuer, the Trustee or the Borrower in good faith, this Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in this Agreement, or if unreasonable burdens or excessive liabilities shall have been imposed with respect to the Project or Project Site or the operation thereof, including, without limitation, federal, state or other ad valorem, property, income or other taxes not being imposed on the date of this Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Project or the Project Site; or (d) Changes in the economic availability of raw materials, operating supplies, energy sources or supplies, or facilities (including, but not limited to, facilities in connection with the disposal of industrial wastes) necessary for the operation of the Project or the Project Site shall have occurred or technological or other changes shall have occurred, which the Borrower cannot reasonably overcome or control, and which, in the Borrower’s reasonable judgment, render the operation of the Project or the Project Site uneconomic. The Borrower also shall have the option, with the written consent of the Bank, if any, the Confirming Bank, if any, and the Initial BSBY Rate Bond Purchaser, if any, in the event that title to or the temporary use of a portion of the Project or the Project Site shall be taken under the exercise of the power of eminent domain, even if the taking is not of such nature as to permit the exercise of the redemption option upon an event specified in clause (b) above, to direct the redemption, at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date, of that part of the outstanding principal 23 balance of the Project Bonds as may be payable from the proceeds received by the Borrower (after the payment of costs and expenses incurred in the collection thereof) in the emi nent domain proceeding; provided, that the Borrower shall furnish to the Issuer and the Trustee a certificate of an Engineer stating that (1) the property comprising the part of the Project or the Project Site taken is not essential to continued operations of the Project in the manner existing prior to that taking, (2) the Project has been restored to a condition substantially equivalent to that existing prior to the taking, or (3) other improvements have been acquired or made which are suitable for the continued operation of the Project. To exercise any option under this Section, the Borrower, within 90 days following the event authorizing the exercise of that option or at any time during the continuation of the condition referred to in clause (d) of the first paragraph of this Section, shall give notice to the Issuer and to the Trustee specifying the date of redemption, which date shall be not more than ninety days from the date that notice is mailed, and shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption. The rights and options granted to the Borrower in this Section may be exercised whether or not the Borrower is in default hereunder; provided, that such default will not relieve the Borrower from performing those actions which are necessary to exercise any such right or option granted hereunder. Section 6.3. Mandatory Redemption of Project Bonds. If, as provided in the Project Bonds and the Indenture, the Project Bonds become subject to mandatory redemption, upon the date requested by the Trustee, the Borrower shall pay to the Trustee moneys sufficient to pay in full the Project Bonds to be redeemed in accordance with the mandatory redemption provisions relating thereto set forth in the Indenture. Section 6.4. Actions by Issuer. At the request of the Borrower or the Trustee, the Issuer shall take all steps required of it under the applicable provisions of the Indenture or the Bonds to effect the redemption of all or a portion of the Bonds pursuant to this Article VI. Section 6.5. Required Deposits for Optional Redemption. Except with the prior written consent of the Bank, if any, the Confirming Bank, if any, and the Initial BSBY Rate Bond Purchaser, the Trustee shall not give notice of call to the Holders pursuant to the optional redemption provisions of Section 4.01 of the Indenture and Sections 6.1 and 6.2 hereof, unless, prior to the date by which the call notice is to be given, there shall be on deposit with the Trustee Eligible Funds sufficient to redeem at the redemption price thereof, including premium (if any) and interest accrued to the redemption date, all Project Bonds for which notice of redemption is to be given. All amounts paid by the Borrower pursuant to this Article which are used to pay principal of, premium, if any, or interest on the Bonds, or to reimburse the Bank, if any, for moneys drawn under the Letter of Credit or to reimburse the Confirming Bank for moneys drawn under the Confirming Letter of Credit, if any, and used for such purposes, shall constitute prepaid Loan Payments. 24 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 7.1. Events of Default. Each of the following shall be an Event of Default: (a) The Borrower shall fail to pay when due any Loan Payment; (b) Any representation or warranty by the Borrower contained herein or in any certificate or instrument delivered by the Borrower pursuant hereto or in connection with the issuance of the Project Bonds or any Additional Bonds is false or misleading in any material respect when made or deemed made; (c) The Borrower shall fail to observe and perform any other agreement, term, covenant or condition contained in this Agreement, and the continuation of such failure for a period of 30 days after notice thereof shall have been given to the Borrower by the Issuer or the Trustee, or for such longer period as the Issuer and the Trustee may agree to in writing; provided, that if the failure is other than the payment of money and is of such nature that it can be corrected but not within the applicable period, that failure shall not constitute an Event of Default so long as the Borrower institutes curative action within the applicable period and diligently pursues that action to completion; (d) The Borrower shall: (i) admit in writing its inability to pay its debts generally as they become due; (ii) have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws, as now or hereafter in effect; (iii) commence a proceeding under any other federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days; (iv) make an assignment for the benefit of creditors; or (v) have a receiver or trustee appointed for it or for the whole or any substantial part of its property; (e) There shall occur an “Event of Default” as defined in Section 7.01 of the Indenture. Notwithstanding the foregoing, if, by reason of Force Majeure, the Borrower is unable to perform or observe any agreement, term or condition hereof which would give rise to an Event of Default under subsection (c) hereof (provided that such failure is other than the payment of money), the Borrower shall not be deemed in default during the continuance of such inability. However, the Borrower shall promptly give notice to the Trustee and the Issuer of the existence of an event of Force Majeure and shall use its best efforts to remove the effects thereof; provided, that the settlement of strikes or other industrial disturbances shall be entirely within the Borrower’s discretion. The term Force Majeure shall mean, without limitation, the following: (i) 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, the State or any of their departments, agencies, political subdivisions or 25 officials, or any civil or military authority; insurrections; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; tornadoes; storms; droughts; floods; arrests; restraint of government and people; explosions; breakage, malfunction or accident to facilities, machinery, transmission pipes or canals; partial or entire failure of utilities; shortages of labor, materials, supplies or transportation; or (ii) any cause, circumstance or event not reasonably within the control of the Borrower. The declaration of an Event of Default under subsection (d) above, and the exercise of remedies upon any such declaration, shall be subject to any applicable limitations of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or immediately following any bankruptcy, liquidation or reorganization proceedings. Section 7.2. Remedies on Default. Whenever an Event of Default shall have happened and be continuing, any one or more of the following remedial steps may be taken: (a) If and only if acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments and Notes to be immediately due and payable, whereupon the same shall become immediately due and payable; (b) The Bank, if any, and the Confirming Bank, if any, and the Initial BSBY Rate Bond Purchaser (in addition to the rights granted under the Bond Purchase and Covenant Agreement and related agreements) or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; and (c) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Letter of Credit, the Confirming Letter of Credit or the Notes or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, neither the Issuer nor the Trustee shall be obligated to take any step, which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer or the Trustee at no cost or expense to the Issuer or the Trustee. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to the payment of Bond Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 26 The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made; provided, that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.3. No Remedy Exclusive. No remedy conferred upon or reserved to the Issuer or the Trustee by this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Letter of Credit or any Note, or now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair that right or power or 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 Issuer or the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than any notice required by law or for which express provision is made herein. Section 7.4. Agreement to Pay Attorneys’ Fees and Expenses. If an Event of Default should occur and the Issuer or the Trustee should incur fees and expenses, including attorneys’ fees, in connection with the enforcement of the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Letter of Credit or any Note or the collection of sums due thereunder, the Borrower shall reimburse the Issuer and the Trustee, as applicable, for the reasonable fees and expenses so incurred upon demand. Section 7.5. No Waiver. No failure by the Issuer or the Trustee to insist upon the strict performance by the Borrower of any provision hereof shall constitute a waiver of their right to strict performance and no express waiver shall be deemed to apply to any other existing or subsequent right to remedy the failure by the Borrower to observe or comply with any provision hereof. The Issuer and the Trustee may waive or agree to forbear with respect to any Event of Default hereunder only with the prior written consent of the Bank, if any, the Confirming Bank, if any, and the Initial BSBY Rate Bond Purchaser. Section 7.6. Notice of Default. The Borrower or the Issuer shall notify the Trustee, the Bank , if any, the Confirming Bank, if any, and the Initial BSBY Rate Bond Purchaser, immediately if it becomes aware of the occurrence of any Event of Default hereunder or of any fact, condition or event which, with the giving of notice or the passage of time or both, would become an Event of Default. Section 7.7. Remedies Subject to Bank’s Direction. Except in the case of an Event of Default pursuant to Section 7.01(g) or (h) of the Indenture, the Bank, if any, the Confirming Bank, if any, and the Initial BSBY Rate Bond Purchaser shall have the right to direct the 27 remedies to be exercised by the Trustee, whether under Article VII of this Agreement or under Article VII of the Indenture. ARTICLE VIII MISCELLANEOUS Section 8.1. Term of Agreement. This Agreement shall be and remain in full force and effect from the date of initial delivery of the Project Bonds until such time as all of the Bonds shall have been fully paid (or provision made for such payment) pursuant to the Indenture and all other sums payable by the Borrower under this Agreement and the Notes shall have been paid, except for obligations of the Borrower under Sections 4.2, 5.3 and 7.4 hereof, which shall survive any termination of this Agreement. Section 8.2. Notices. All notices, certificates, requests or other communications hereunder shall be in writing and shall be deemed to be sufficiently given when mailed by registered or certified mail, postage prepaid, and addressed to the appropriate Notice Address. A duplicate copy of each notice, certificate, request or other communication given hereunder to the Issuer, the Borrower, the Bank, if any, the Confirming Bank, if any, the Initial BSBY Rate Bond Purchaser or the Trustee shall also be given to the others. The Borrower, the Issuer, the Bank, if any, the Confirming Bank, if any, the Initial BSBY Rate Bond Purchaser and the Trustee, by notice given hereunder, may designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. Section 8.3. Extent of Covenants of the Issuer; No Personal Liability. No covenant, stipulation, obligation or agreement of any incorporator, member, director, trustee, officer, agent, attorney or employee, past, present, or future, of the Issuer (or any predecessor or successor entity) under this Agreement shall be enforceable against such person in anything other than that person’s official capacity. Neither the incorporators, members, directors, trustees, officers, agents, attorneys nor employees of the Issuer executing this Agreement shall be liable personally on this Agreement or subject to any personal liability or accountability by reason of the execution hereof. No recourse shall be had for the payment of any obligations of the Issuer under this Agreement against any past, present or future director, trustee, member, officer, agent, attorney or employee of the Issuer, or any incorporator, director, trustee, member, officer, agent, attorney or employee of any successor entity, as such, either directly or through the Issuer or any predecessor or successor entity, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, member, officer, employee, director, agent or trustee as such is hereby expressly waived and released as a condition of and consideration for the execution of this Agreement. It is expressly agreed that the Issuer shall have no liability, obligation or responsibility with respect to the loan made pursuant to the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement except to the extent of funds available from the proceeds from the sale of the Bonds. 28 Section 8.4. Limited Obligation of Issuer. The obligations of the Issuer under this Agreement are special and limited obligations of the Issuer, payable solely from the Revenues. The obligations of the Issuer under this Agreement shall not represent or constitute a debt of the Issuer or the State, or any political subdivision thereof, within the meaning of the provisions of the constitution or statutes of the State, or a general, moral or other obligation of the Issuer or the State, or any political subdivision thereof. Neither the faith and credit nor the taxing power of the Issuer or the State, or any political subdivision thereof, is pledged to the payment of the obligations of the Issuer hereunder. The obligations of the Issuer hereunder are not payable in any manner from revenues raised by taxation. Section 8.5. Binding Effect. This Agreement shall inure to the benefit of and shall be binding in accordance with its terms upon the Issuer, the Borrower and their respective successors and assigns; provided, that this Agreement may not be assigned by the Borrower (except in connection with a sale, lease or grant of use pursuant to Section 5.2 hereof) and may not be assigned by the Issuer, except to the Trustee pursuant to the Indenture or as otherwise may be necessary to enforce or secure payment of Bond Service Charges. This Agreement may be enforced only by the parties, their assignees and others who may, by law, stand in their respective places. Section 8.6. Amendments and Supplements. Except as otherwise expressly provided in this Agreement, any Note or the Indenture, subsequent to the issuance of the Project Bonds and prior to all conditions provided for in the Indenture for the release of the Indenture having been met, this Agreement or any Note may not be effectively amended, changed, modified, altered or terminated except in accordance with the applicable provisions of Article XI of the Indenture. Section 8.7. Execution Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument. Section 8.8. Severability. If any provision of this Agreement, or any covenant, obligation or agreement contained herein, is determined by a court of competent jurisdiction to be invalid or unenforceable, that determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Section 8.9. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State and for all purposes shall be governed by and construed in accordance with the laws of the State. Section 8.10. Amounts Remaining in Funds. Any amounts in the Bond Fund remaining unclaimed by the Holders of Bonds shall be held and paid by the Trustee in accordance with Sections 5.07 and 5.08 of the Indenture. Any amounts remaining in any other special funds or accounts created under this Agreement or the Indenture, after all of the outstanding 29 Bonds shall be deemed to have been paid and discharged under the provisions of the Indenture and all other amounts required to be paid under the Original Agreement, Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and Restated Agreement, the Notes, the Original Indenture, the Amended and Restated Indenture, and the Second Amended and Restated Indenture have been paid, shall be paid (to the extent that those moneys are in excess of the amounts necessary to effect the payment and discharge of the outstanding Bonds) first to the Bank, if any, to the extent that any amount is owed by the Borrower to the Bank, if any, under the terms of the Letter of Credit or Reimbursement Agreement, if any) and then to the Confirming Bank, if any, to the extent that any amount is owed to the Confirming Bank for unreimbursed draws of the Confirming Letter of Credit, and then to the Initial BSBY Rate Bond Purchaser, to the extent that any amount is owed to the Initial BSBY Rate Bond Purchaser under the terms of the Bond Purchase and Covenant Agreement, and then to the Borrower. [SIGNATURES FOLLOW ON THE NEXT PAGE] [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED LOAN AGREEMENT] IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Third Amended and Restated Agreement to be duly executed in their respective names by their respective duly authorized officers, all as of the date first above written. CITY OF SOUTH BEND, INDIANA / TULIPTREE ASSOCIATES LLC 31 [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED LOAN AGREEMENT] IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Third Amended and Restated Agreement to be duly executed in their respective names by their respective duly authorized officers, all as of the date first above written. CITY OF SOUTH BEND, INDIANA By: [SEAL] ATTEST: 32 EXHIBIT A PROJECT The Project consists generally of the acquisition, construction and equipping of an approximately 145,000 square foot manufacturing facility to be located at 4747 West Cleveland Road in South Bend, Indiana, to be owned by Tuliptree Associates, LLC and used by PEI Genesis, Inc. in its business of manufacturing electronic components, including electronic connectors, electronic systems, cable assemblies, and specialized connectors and components. EXHIBIT B PROJECT SITE The Project is located in South Bend, Indiana on the site described as: A parcel of land located in the East Half of the Northeast Quarter of Section 20 and a part of the West Half of the Northwest Quarter of Section 21, all in Township 38 North, Range 2 East, of the Second Principal Meridian, German Township, St. Joseph County, Indiana, being more particularly described as follows: Commencing at the Northeast comer of Section 20; thence South 0°49’07’’ East along the East line of the Northeast Quarter of said Section a distance of 1,019.80 feet to the South line of the recorded Plat of Hartman and De Maegt Subdivision, recorded in Plat Book 27, page H-1 in the Office of the Recorder of St. Joseph County, Indiana, and being the point of beginning of this description; thence North 89°37’14” East along said South line a distance of 80.50 feet; thence South 0°48’54” East a distance of942.51 feet to a 5/8” Capped Rebar “DLZ Corp” on the North right-of-way line of Cleveland Road; thence North 77°32’51”West along said Northright­ of-way line a distance of 82.64 feet to the East line of the Northeast Quarter of Section 20; thence continuing North 77°32’51” West along said North right-of-way line a distance of 1,002.69 feet to a 5/8” Capped Rebar “DLZ Corp” at the Southeast comer of that parcel described in Instrument No. 04-12322; thence North 0°48’12” West along the East line of said Instrument No. a distance of 701.45 feet 5/8” Capped Rebar “DLZ Corp” on the South line of the recorded Plat of High Meadows Estates, recorded in Plat Book 21, page H in the Office of the Recorder of St. Joseph County, Indiana; thence North 89°37’14” East along the South line of said subdivision and the South line of Harman and De Maegt Subdivision a distance of 975.75 feet to the point of beginning. Exhibit C THIRD AMENDED AND RESTATED PROJECT NOTE Exhibit D STATEMENT NO. _REQUESTING DISBURSEMENT OF FUNDS FROM PROJECT FUND PURSUANT TO SECTION 3.4 OF THE THIRD AMENDED AND RESTATED LOAN AGREEMENT AMONG THE CITY OF SOUTH BEND, INDIANA, PEI/GENESIS, INC. AND TULIPTREE ASSOCIATES LLC Pursuant to Section 3.4 of the Third Amended and Restated Loan Agreement (the “Agreement”) among the City of South Bend, Indiana (the “Issuer”) and Tuliptree Associates LLC (the “Borrower”), dated as of May , 2022, the undersigned Authorized Borrower Representative hereby requests and authorizes U.S. Bank National Association, as trustee (the “Trustee”), as depository of the Project Fund created by the Indenture, as defined in the Agreement, to pay to the Borrower or to the person(s) listed on the Disbursement Schedule attached hereto out of the moneys on deposit in the Project Fund the aggregate sum of $8,105,000, to pay such person(s) or to reimburse the B orrower in full, as indicated in the Disbursement Schedule, for advances, payments and expenditures made by it in connection with the items listed in the Disbursement Schedule. In connection with the foregoing request and authorization, the undersigned hereby certifies that: (a) Each item for which disbursement is requested hereunder is properly payable out of the Project Fund in accordance with the terms and conditions of the Agreement and none of those items has formed the basis for any disbursement heretofore made from the Project Fund; (b) Each such item is or was necessary in connection with the acquisition, construction or installation of the property comprising the Project, as defined in the Agreement; (c) This statement and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warrant, protection and authority to the Trustee for its actions taken pursuant hereto; (d) This statement constitutes the approval of the Borrower of each disbursement hereby requested and authorized; and (e) Each item for which disbursement is requested hereunder, and the cost for each such item, is as described in the Tax Certificate; provided, that if any such item is not as described in that Tax Certificate, attached hereto is a computation evidencing that the average reasonably expected economic life of the facilities which have been and will be paid for with moneys in the Project Fund is not less than 5/6ths of the average maturity of the Project Bonds. 36 IN WITNESS WHEREOF, the Authorized Borrower Representative has set his hand as of day of , 20__. Steven Fisher, Authorized Borrower Representative Approved by: CITIZENS BANK, N.A., as successor by merger to CITIZENS BANK OF PENNSYLVANIA as the Bank By: ______________________________ Title: ____________________________ 2 the Third Amended and Restated Note is $ , which corresponds to the current outstanding principal amount of the Project Bonds. Under the Original Agreement, the Issuer loaned the Original Borrower the proceeds received from the sale of the Variable Rate Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project), dated as of the date of their issuance (the “Project Bonds”), and issued by the Issuer in the aggregate principal amount of $8,105,000. The proceeds of the Project Bonds have been applied to assist the Original Borrower in the financing of the Project. The Borrower has agreed to repay such loan by making Loan Payments at the times and in the amounts set forth in this Third Amended and Restated Note. The Project Bonds were issued on October 30, 2007, concurrently with the execution and delivery of the Original Note, pursuant to, and are secured by, that certain Trust Indenture, dated as of January 1, 2007, between the Issuer and the Trustee (the “Original Indenture”), which Original Indenture was amended and restated by that certain Amended and Restated Trust Indenture, dated October 1, 2009, between the Issuer and the Trustee (the “First Amended and Restated Indenture”), and which First Amended and Restated Indenture was amended and restated by that certain Second Amended and Restated Trust Indenture, dated January 3, 2012, between the Issuer and the Trustee (the “Second Amended and Restated Indenture”), and which Second Amended and Restated Indenture will be amended and restated contemporaneously herewith by that certain Third Amended and Restated Trust Indenture, dated May , 2022 (the “Third Amended and Restated Indenture”). To provide funds to pay the Bond Service Charges on the Project Bonds as and when due, the Borrower hereby agrees to and shall make Loan Payments as follows: on each Interest Payment Date the amount equal to interest due on the Project Bonds on such Interest Payment Date, and on each date on which principal of the Project Bonds shall be due and payable pursuant to the mandatory redemption provisions of Section 4.01 of the Third Amended and Restated Indenture or upon maturity of the Project Bonds, an amount equal to such principal due and payable on such date (each such day being a “Loan Payment Date”). In addition, to provide funds to pay the Bond Service Charges on the Project Bonds as and when due at any other time, the Borrower hereby agrees to and shall make Loan Payments on any other date on which any Bond Service Charges on the Project Bonds shall be due and payable, whether upon acceleration, call for redemption or otherwise. If payment or provision for payment in accordance with the Third Amended and Restated Indenture, is made in respect of the Bond Service Charges on the Project Bonds from moneys other than Loan Payments, this Third Amended and Restated Note shall be deemed paid to the extent such payments or provision for payment of Bond Service Charges has been made. The Borrower shall receive a credit against its obligation to make Loan Payments hereunder to the extent of any amounts on deposit in the Bond Fund and available to pay Bond Service Charges on the Project Bonds pursuant to the Third Amended and Restated Indenture. Subject to the foregoing, all Loan Payments shall be in the full amount required hereunder. All Loan Payments shall be payable in lawful money of the United States of America, in immediately available funds, and shall be made to the Trustee at its corporate trust office for the account of the Issuer, deposited in the Bond Fund and used as provided in the Third Amended and Restated Indenture. 3 The obligation of the Borrower to make the payments required hereunder shall be absolute and unconditional, and the Borrower shall make such payments without abatement, diminution or deduction, regardless of any cause or circumstances whatsoever, including, without limitation, any defense, set-off, recoupment or counterclaim which the Borrower may have or assert against the Issuer, the Trustee, the Bank or any other person. This Third Amended and Restated Note is subject to optional, extraordinary optional and mandatory prepayment, in whole or in part, upon the terms and conditions set forth in Article VI of the Third Amended and Restated Agreement. Any optional or extraordinary optional prepayment is also subject to satisfaction of any applicable notice, deposit or other requirements set forth in the Third Amended and Restated Agreement, or the Third Amended and Restated Indenture. Whenever an Event of Default under Section 7.1 of the Third Amended and Restated Agreement, shall have occurred, the unpaid principal amount of and any premium and accrued interest on this Third Amended and Restated Note may be declared or may become due and payable as provided in Section 7.2 of the Third Amended and Restated Agreement; provided, that any annulment of a declaration of acceleration with respect to the Project Bonds under the Third Amended and Restated Indenture, shall also constitute an annulment of any corresponding declaration with respect to this Third Amended and Restated Note. No recourse shall be had for the payment of the principal of, premium, if any, or interest on this Third Amended and Restated Note or for any claim based thereon or on the Third Amended and Restated Agreement, or any agreement supplemental thereto, against any incorporator, member, director, trustee, officer, employee or agent, past, present or future, of the Borrower, or against any incorporator, member, director, trustee, officer, employee or agent, past, present or future, of any predecessor or successor corporation, as such, either directly or through the Borrower or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, members, directors, trustees, officers, employees or agents, as such, being released as a condition of and consideration for the execution of the Third Amended and Restated Agreement, and the issue of this Third Amended and Restated Note. This Third Amended and Restated Note amends, restates and supersedes, and shall be deemed to replace, the Second Amended and Restated Note. This Third Amended and Restated note evidences all indebtedness currently outstanding under the Second Amended and Restated Note. This Third Amended and Restated Note is not and shall not be deemed to be payment for or a novation to the Second Amended and Restated Note, nor a waiver, release, satisfaction and accord or satisfaction of any indebtedness evidenced thereby. [SIGNATURES FOLLOW ON THE NEXT PAGE] SIGNATURE PAGE OF THIRD AMENDED AND RESTATED NOTE IN WITNESS WHEREOF, the Borrower has caused this Third Amended and Restated Note to be executed in its name by its duly authorized officer as of the date first written above. TULIPSTREE ASSOCIATES LLC By: __________________________________ Steven Fisher, President ENDORSEMENT Pay, without recourse, to the order of U.S. Bank National Association, a national banking association duly organized under the laws of the United States, as Trustee under the Trust Indenture, dated as of January 1, 2007, between the Trustee and the undersigned, as supplemented and amended by the Amended and Restated Trust Indenture, dated as of October 1, 2009, between the Trustee and the undersigned, as supplemented and amended by the Second Amended and Restated Trust Indenture, dated as of January 3, 2012, and as further supplemented and amended by the Third Amended and Restated Trust Indenture, dated as of May , 2022, between the Trustee and the undersigned. CITY OF SOUTH BEND, INDIANA By: __________________________________ [SEAL] ATTEST: _________________________________ 2 herein, until the principal amount is paid or duly provided for. This Bond will bear interest from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from its date. The principal of and any premium on this Bond are payable upon presentation and surrender hereof at the principal corporate trust office of the trustee, presently U.S. Bank National Association (the “Trustee”). Interest is payable on each Interest Payment Date (as hereinafter defined) to the person in whose name this Bond (or one or more predecessor bonds) is registered (the “Holder”) on the Business Day (as hereinafter defined) next preceding the Interest Payment Date (the “Regular Record Date”) on the registration books for this issue maintained by the Trustee, at the address appearing therein. Any interest which is not timely paid or duly provided for shall cease to be payable to the Holder hereof (or of one or more predecessor bonds) as of the Regular Record Date, and shall be payable to the Holder hereof (or of one or more predecessor bonds) at the close of business on a Special Record Date (the “Special Record Date”) to be fixed by the Trustee for the payment of that overdue interest pursuant to the Indenture (hereinafter defined). Notice of the Special Record Date shall be mailed to Holders not less than ten (10) days prior thereto. The principal of and any premium on this Bond are payable in lawful money of the United States of America, without deduction for the services of the Trustee, provided, that when this Bond is registered in the name of a Depository (as defined in the Indenture hereinafter defined) or its nominee, the principal of and any premium on this Bond shall be payable in next day or federal funds delivered or transmitted to the Depository or its nominee. Interest on this Bond shall be paid by check or draft which the Trustee shall cause to be mailed on the date such principal and premium, if any, is due or on the Interest Payment Date such interest is due. When this Bond is registered in the name of a Depository, interest is payable in next day or federal funds delivered or transmitted to the Depository on the applicable Interest Payment Date. This Bond is one of a duly authorized issue of the Variable Rate Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) (the “Bonds”), issued by the Issuer pursuant to (i) Indiana Code 36-7-11.9, as amended, and Indiana Code 36-7-12, as amended; (ii) an ordinance adopted by the Common Council of the Issuer on November 27, 2006, a supplemental ordinance adopted by the Common Council of the Issuer on October 12, 2009 and a supplemental ordinance adopted by the Common Council of the Issuer on December 12, 2011 authorizing the current refunding and reissuance of the Bonds; and (iii) the Trust Indenture, dated as of January 1, 2007, as amended by that certain Amended and Restated Trust Indenture, dated as of October 1, 2009, as further amended by that certain Second Amended and Restated Trust Indenture, dated as of January 3, 2012, and as modified on the date hereof by that certain Third Amended and Restated Trust Indenture (and as may be further modified, amended, supplemented and/or restated from time to time, the “Indenture”), between the Issuer and the Trustee, originally issued on January 30, 2007 in the aggregate principal amount of $8,105,000 for the purpose of assisting PEI/Genesis, Inc., a Pennsylvania corporation (“PEI”), and Tuliptree Associates LLC, a Pennsylvania limited liability company (“Tuliptree” or “Borrower”) (PEI and Tuliptree, collectively, the “Original Borrower”), with the financing of the costs of an economic development facility, consisting generally of the acquisition, construction and equipping of an approximately 145,000 square foot manufacturing facility to be located at 4747 West Cleveland Road in South Bend, Indiana, to be owned by Tuliptree and used by PEI in its business of manufacturing electronic components, including electronic connectors, electronic systems, cable assemblies, and specialized connectors and components. The Issuer loaned the proceeds to the Original Borrower 3 pursuant to a Loan Agreement, dated as of January 1, 2007, as amended by that certain Amended and Restated Loan Agreement, dated as of October 1, 2009, and as further amended by that certain Second Amended and Restated Loan Agreement, dated as of January 3, 2012, and as further amended by that certain Third Amended and restated Loan Agreement dated the date hereof, between the Issuer and the Borrower (and as may be further modified, amended, supplemented and/or restated from time to time, the “Agreement”). On or about the date hereof, PEI shall be released as a “Borrower”. THIS BOND IS A SPECIAL AND LIMITED OBLIGATION OF THE ISSUER, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE REVENUES AND RECEIPTS DERIVED FROM THE AGREEMENT. THIS BOND SHALL NOT REPRESENT OR CONSTITUTE A DEBT OF THE ISSUER OR THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF, WITHIN THE MEANING OF THE PROVISIONS OF THE CONSTITUTION OR STATUTES OF THE STATE, OR A GENERAL, MORAL OR OTHER OBLIGATION OF THE ISSUER OR THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER OR THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THIS BOND. THIS BOND IS NOT PAYABLE IN ANY MANNER FROM REVENUES RAISED BY TAXATION. No covenant, stipulation, obligation or agreement of any incorporator, member, director, trustee, officer, agent, attorney or employee, past, present, or future, of the Issuer (or any predecessor or successor entity) under this Bond shall be enforceable against such perso n in anything other than that person’s official capacity. Neither the incorporators, members, directors, trustees, officers, agents, attorneys nor employees of the Issuer executing this Bond shall be liable personally on this Bond or subject to any personal liability or accountability by reason of the issuance or execution hereof. No recourse shall be had for the payment of the principal or purchase price of, or premium, if any, or interest on, this Bond, or for any claim based thereon, against any incorporator, member, director, trustee, officer, agent, attorney or employee, past, present or future, of the Issuer, or against any incorporator, member, director, trustee, officer, agent, attorney or employee, past, present or future, of any predecessor or successor entity, as such, either directly or through the Issuer or any such predecessor or successor entity, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise. All such liability, whether at common law, in equity, by any constitution or statute or otherwise, of incorporators, members, directors, trustees, officers, agents, attorneys or employees, as such, is released as a condition of and consideration for the issuance and execution of this Bond. This Bond is issued with the intent that the laws of the State will govern its construction. Reference is made to the Indenture for a more complete description of the Project, the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the Issuer, the Trustee and the Holders of the Bonds, and the terms and conditions upon which the Bonds are issued and secured. Each Holder assents, by its acceptance hereof, to all of the provisions of the Indenture. 4 The Borrower is required by the Agreement to make payments to the Trustee in the amounts and at the times necessary to pay the principal of and interest and any premium (the “Bond Service Charges”) on the Bonds. In the Indenture, the Issuer has granted to the Trustee, to provide for the payment of the Bond Service Charges on the Bonds, a security interest in the Issuer’s right, title and interest in and to the Agreement, except for the Unassigned Issuer ’s Rights as defined in the Indenture. Copies of the Indenture and the Agreement are on file in the principal corporate trust office of the Trustee. The Bonds are issuable only as fully registered bonds in the denominations of $100,000, or integral multiples of $5,000 in excess thereof. In addition to the words and terms defined elsewhere in this Bond, the following terms shall have the following meanings: “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50% per annum and (c) the Daily BSBY Rate in effect on such day plus 1.00% per annum, provided that the Alternate Base Rate shall at no time be less than 1.00% per annum. If BSBY Rate Calculation Agent shall have determined (which determination shall be conclusive absent clearly manifest error) that it is unable to ascertain the Federal Funds Rate or the Daily BSBY Rate for any reason, including the inability or failure of BSBY Rate Calculation Agent to obtain sufficient quotations in accordance with the terms of the definition of the term Federal Funds Rate, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Daily BSBY Rate, as applicable, shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Daily BSBY Rate, as applicable, respectively. “Available Tenor(s)” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to the Agreement or the Indenture, or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to the Agreement or the Indenture, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then- removed from the definition of “Interest Period” pursuant to Part I of this Bond titled “Benchmark Replacement Setting”. “Benchmark” means, initially, BSBY; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to BSBY or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Part I of this Bond. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof. 5 “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by BSBY Rate Calculation Agent for the applicable Benchmark Replacement Date: (a) the sum of (i) Term SOFR and (ii) the related Benchmark Replacement Adjustment; (b) the sum of (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or (c) the sum of (i) the alternate benchmark rate that has been selected by BSBY Rate Calculation Agent as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention for determining a benchmark rate and an adjustment as a replacement for the then-current Benchmark, including any recommendations made by a Relevant Governmental Body, for Dollar-denominated tax exempt bond facilities at such time and (ii) the related Benchmark Replacement Adjustment; provided, that any such Benchmark Replacement shall be administratively feasible as determined by BSBY Rate Calculation Agent in its sole discretion. If the Benchmark Replacement as determined pursuant to clause (a), (b) or (c) above would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of the Agreement, the Indenture, the Notes (as such term is defined in the Indenture) and the other documents relating thereto. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement, the first alternative set forth in the order below that can be determined by the BSBY Rate Calculation Agent: (a) if the then-current Benchmark is BSBY, an adjustment (which may be a positive or negative value or zero) equal to the BSBY Long-Term Spread Adjustment for such Corresponding Tenor as of the Reference Time such Benchmark Replacement is first set and is displayed on a screen or other information service that publishes such adjustment from time to time as selected by BSBY Rate Calculation Agent; and (b) an adjustment (which may be a positive or negative value or zero), that has been selected by BSBY Rate Calculation Agent as the replacement for such Available Tenor giving due consideration to any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement, including any applicable recommendations made by a Relevant Governmental Body, for Dollar- denominated tax exempt bond facilities at such time; provided that, if the then- current Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement that will replace such Benchmark in accordance with Part I of this Bond titled “Benchmark Replacement Setting” will not be a term rate, the Available Tenor of such Benchmark for purposes of Part I of this Bond titled “Benchmark Replacement Setting” shall be deemed to be the Available Tenor that has approximately the same length (disregarding business day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement. 6 “Benchmark Replacement Date” means a date and time determined by BSBY Rate Calculation Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) are no longer available or permitted to be used for determining the interest rate of Dollar-denominated loans, or shall cease; (b) in the case of clause (b) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of (i) the administrator of such Benchmark (or such component thereof) or (ii) the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or a Governmental Authority exercising regulatory authority over the BSBY Rate Calculation Agent or not to be compliant with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided, that such non-representativeness or non-compliance, as the case may be, will be determined by reference to the most recent statement or publication referenced in such clause (b) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date; or (c) in the case of clause (c) of the definition of “Benchmark Transition Event”, a date and time determined by BSBY Rate Calculation Agent as administratively feasible in its reasonable discretion and no later than ninety (90) days following the date of the public statement or publication of information referenced therein. For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a), (b) or (c) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors hereunder of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Authority having jurisdiction over such administrator with respect to its publication of such Benchmark (or such component), or a Governmental Authority having jurisdiction over BSBY Rate Calculation Agent, in each case, acting in such capacity, identifying a specific date after which all Available Tenors of such Benchmark (or such component thereof) (i) shall or will no longer be made available or permitted to be used for determining the interest rate of Dollar - denominated loans, or (ii) shall or will otherwise cease, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); 7 (b) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof), or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative, or a public statement or publication of information by or on behalf of any Governmental Authority exercising regulatory supervisory authority over the BSBY Rate Calculation Agent identifying a specific date after which all Available Tenors of the Benchmark are not or will no longer be compliant with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; or (c) if the then-current Benchmark is BSBY, one or more public statements or publications of information by the administrator of the Benchmark (including a “Technical Note” published on the BSBY Website) announcing or indicating, in effect, that a BSBY Final Step Event has occurred for all Available Tenors of the Benchmark. “Benchmark Unavailability Period” means, so long as a Benchmark Transition Event has occurred, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Part I of this Rider titled “Benchmark Replacement Setting” and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Part I titled “Benchmark Replacement Setting.” “Bloomberg” means Bloomberg Index Services Limited (or a successor administrator of BSBY). “Bond Purchase and Covenant Agreement” means the Bond Purchase and Covenant Agreement dated as of January 3, 2011, between the Original Borrower and the Initial BSBY Rate Bond Purchaser, as the same shall be amended, modified, supplemented and or restated from time to time including without limitation as of the date hereof, and any similar agreement (however denominated) entered into for the benefit of the Holders of the Bonds in the BSBY Rate Mode entered into in connection with the purchase of such Bonds for any BSBY Rate Period after the Initial BSBY Rate Period. “Bond Purchase Date” means any Bond Purchase Date as defined and provided for in Section 2.04, 2.05 or 2.06 of the Indenture. “BSBY” means the Dollar wholesale funding rate known as BSBY (the Bloomberg Short- Term Bank Yield Index) and provided by Bloomberg as administrator of the benchmark. “BSBY Bond(s)” means a Bond that bears interest at a rate based on the BSBY Rate. “BSBY Final Step Event” means, for any Available Tenor, either (i) the twentieth (20th) consecutive Government Securities Business Day or (ii) the thirtieth (30th) Government Securities Business Day within a rolling ninety (90)-day period on which BSBY is calculated in accordance with “Level 6” (or any successor final step) of the Alternative Calculation Waterfall defined or set forth in BSBY’s index methodology and rulebook, as published on the BSBY Website. 8 “BSBY Long-Term Spread Adjustment” means the most recently dated “BSBY SOFR 5Y Spread Adjustment” published on the BSBY Website. “BSBY Rate” means, for any Interest Period, a per annum rate of interest equal to (I) the rate per annum equal to the greater of (a) the product obtained by multiplying (i) the BSBY Screen Rate determined as of the first day of such Interest Period with a term equivalent to such Interest Period by (ii) the Statutory Reserve Rate, and (b) the Floor, plus (II) the BSBY Rate Margin, multiplied by, (III) the T/E Factor. “BSBY Rate Calculation Agent” means (i) during the Initial BSBY Rate Mode, the Initial BSBY Rate Bond Purchaser, and (ii) otherwise, a bank, financial institution, investment bank, or other similar expert, appointed for such purpose by the Borrower in connection with the Conversion of the Bonds to the BSBY Mode (who may also be the Remarketing Agent). “BSBY Rate Margin” means (a) during the Initial BSBY Period, 1.75% per annum, and (b) with respect to any subsequent BSBY Rate Period, the amount, expressed as a percentage or number of basis points (and which in each case may be a positive or negative number), determined by the Remarketing Agent, in its sole professional judgment, which, when incorporated into the BSBY Rate, would produce the lowest rate which will permit the Bonds to be sold at par on the first day of the applicable BSBY Rate Period. “BSBY Rate Mode” means the Interest Rate Mode in which the Bonds bear interest at the BSBY Rate. “BSBY Rate Period” means (i) the Initial BSBY Rate Period, and (ii) thereafter while the Bonds are in the BSBY Rate Mode, a period of two or more consecutive Semiannual Periods 1equal to the applicable Nominal BSBY Rate Period determined pursuant to Section 2.13 commencing on the Semiannual Date immediately following the last day of the immediately preceding BSBY Rate Period and continuing to, and including the calendar day immediately preceding the Semiannual Date which follows such commencement date by a period equal to such Nominal BSBY Rate Period; except that the first BSBY Rate Period after Conversion to a BSBY Rate shall commence on the Conversion Date of such Conversion and end on and include the calendar day immediately preceding the Semiannual Date which follows the Semiannual Date occurring on or immediately preceding such Conversion Date by a period equal to such Nominal BSBY Rate Period; provided, however that no BSBY Rate Period shall exceed the maturity date of the Bonds. “BSBY Screen Rate” means, for any day, BSBY as published as of the Reference Time on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by BSBY Rate Calculation Agent from time to time), provided that if the BSBY Screen Rate for any Available Tenor is not published as of the Reference Time and a Benchmark Replacement Date with respect to BSBY has not occurred, then the BSBY Screen Rate for such Available Tenor as of such Reference Time shall be the BSBY Screen Rate as published in respect of the first preceding Government Securities Business Day for which the 1 NTD – period to be confirmed 9 BSBY Screen Rate was published, so long as such first preceding Government Securities Business Day is not more than three (3) Government Securities Business Days prior to such Reference Time. “BSBY Website” means the “Bloomberg Short-Term Bank Yield Index” website at https://www.bloomberg.com/professional/product/indices/bsby/ (or any successor website). “Business Day” means any day other than a Saturday, Sunday or day on which banks in New York City, New York are authorized or required by law to close. “Conforming Changes” means, with respect to either the use or administration of the Benchmark, or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including, for example and not by way of limitation or prescription, changes to the definition of “Alternate Base Rate,” the definition of “BSBY” or “BSBY Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition, the definition of “Statutory Reserve Rate”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of the Section of the Bond Purchase and Covenant Agreement titled “Compensation for Losses”2 and other technical, administrative or operational matters) that BSBY Rate Calculation Agent decides may be appropriate in connection with the use or administration of the Benchmark or to reflect the adoption and implementation of any Benchmark Replacement or to permit the use and administration thereof by BSBY Rate Calculation Agent in a manner substantially consistent with market practice (or, if BSBY Rate Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if BSBY Rate Calculation Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as BSBY Rate Calculation Agent decides is reasonably necessary in connection with the administration of the Agreement, the Bonds, the Notes and the other documents relating thereto). “Conversion” means (i) a conversion of any Bond from one Interest Rate Mode to another Interest Rate Mode, and (ii) the establishment of a new BSBY Rate Period (whether or not of the same duration as the prior BSBY Rate Period). “Conversion Date” means (i) the date on which the Bonds shall be converted from one Interest Rate Mode to another Interest Rate Mode in accordance with the terms of this Bond, and (ii) the date of commencement of any Interest Period (other than the Initial BSBY Rate Period), subject to the following: for Bonds bearing interest at a Weekly Rate, or BSBY Rate, the Conversion Date may be any regularly scheduled Interest Payment Date. “Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor; provided that, (i) if any Available Tenor does not correspond to a tenor applicable to the Unadjusted Benchmark Replacement, the closest corresponding tenor of the Unadjusted Benchmark Replacement shall be applied, and (ii) if applicable, if a tenor of the Unadjusted Benchmark Replacement corresponds equally to two 2 NTD – This document to be amended and restated, and such provision included. 10 tenors of the then-current Benchmark, the corresponding tenor of the shorter duration shall be applied. “Daily BSBY Rate” means, for any day, a rate per annum equal to the BSBY Rate in effect on such day for a one-month Interest Period (subject to the Floor set forth in the definition of “BSBY Rate”). “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by BSBY Rate Calculation Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if BSBY Rate Calculation Agent Purchaser decides that any such convention is not administratively feasible for BSBY Rate Calculation Agent, then BSBY Rate Calculation Agent may establish another convention in its reasonable discretion. “Default Rate” means, with respect to Bonds in the BSBY Rate Mode, the “Default Rate” specified in the Bond Purchase and Covenant Agreement. “Dollar(s)” or “$” refers to the lawful money of the United States. “Federal Funds Rate” means, for any day, a rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rat e for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average of the quotations for such day on such transactions received by BSBY Rate Calculation Agent from three federal funds brokers of recognized standing selected by it and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of the Indenture, the Agreement, the Bonds and the Notes. “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States. “First Optional Redemption Date” means the July 1 occurring in the year which is a number of years after the Fixed Interest Rate Commencement Date equal to the number of full years between the Fixed Interest Rate Commencement Date and the maturity date of the Bonds, multiplied by 1/2 and rounded up to the nearest whole number. “Fixed Interest Rate” means the fixed interest rate on the Bonds established in accordance with Section 2.05 of the Indenture (and hereinafter described). “Fixed Interest Rate Commencement Date” means the Interest Period Reset Date from and after which the Bonds shall bear interest at the Fixed Interest Rate, as that date shall be established as provided in Section 2.03 of the Indenture. 11 “Floor” means 0.00% per annum. “Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. “Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any department, commission, board, bureau, agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). “Initial BSBY Rate Bond Purchaser” means Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania), as the purchaser and Holder with respect to the Bonds as of January 3, 2012, and its successors and assigns. “Initial BSBY Rate Period” means the period from January 3, 2012 to, and including, the Initial BSBY Rate Period Termination Date. “Initial BSBY Rate Period Termination Date” means (i) the first Business Day of January, 2017 or (ii) the first Business Day in January of any fifth year thereafter (i.e. 2022, 2027, or 2032) if, prior to the end of the immediately preceding five year period, the Initial BSBY Rate Bond Purchaser has exercised its right to waive the mandatory tender of the Bonds for purchase in accordance with Section 3.2(a) hereof. “Interest Payment Date” or “Interest Payment Dates” means, (i) while the Bonds bear interest at the Fixed Interest Rate, the first day of each January and July, and (ii) while the Bonds bear interest at the Weekly Interest Rate, the first Business Day of each January, April, July, and October, and (iii) while the Bonds bear interest at the BSBY Rate, the last day of the Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at a three-month interval after the first day of such Interest Period, and the maturity date of the Bonds under which such BSBY Loan was made. “Interest Period” means, (a) while Bonds are in BSBY Mode, the BSBY Rate Period, or (b) while Bonds are in an Interest Mode other than BSBY Mode, the period commencing on the Interest Period Reset Date and ending on the numerically corresponding day in the calendar month that is one3 month thereafter (in each case, subject to the availability thereof); provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding 3Bank to confirm interest period 6 months only 12 Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) no Interest Period shall extend beyond the Maturity Date and (iv) no tenor that has been removed from this definition pursuant to clause (iv) of subsection (h) of Part I of this Bond titled “Benchmark Replacement Setting” shall be available for specification in such Committed Loan Notice. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. “Interest Period Reset Date” means the date on which the interest rate or rates on the Bonds converts from the Interest Rate Mode applicable to the Bonds prior to such date to a new Interest Rate Mode. An Interest Period Reset Date shall be the first Business Day of a month (other than the Initial BSBY Rate Period). The Interest Period Reset Date for the Initial BSBY Rate Period shall be May , 2022.4 “Interest Rate Adjustment Date” means (i) any date on which the interest rate or rates on the Bonds may be adjusted, either as the result of the conversion of the interest rate or rates on the Bonds from one Interest Mode to another, and additionally, with respect to Bonds bearing interest at the BSBY rate, the first Business day of each month during the Interest Period applicable thereto. Except as otherwise provided with respect to an Interest Rate Adjustment Date which is also an Interest Period Reset Date, an Interest Rate Adjustment Date shall be Thursday of each week while the Bonds bear interest at the Weekly Interest Rate. “Interest Rate Determination Date” means (a) with respect to the Fixed Interest Rate, the tenth Business Day preceding an Interest Rate Adjustment Date and (b) with respect to the Weekly Interest Rate, not later than 2:00 p.m. according to local time at the designated corporate trust office of the Trustee on Wednesday of each week, or the next succeeding Business Day if such Wednesday is not a Business Day. “Interest Rate Mode” means any of those modes of interest with respect to the Bonds permitted by this Bond, specifically, the Weekly Interest Rate, the BSBY Rate and the Fixed Interest Rate. “Mandatory Bond Purchase Date” means a Mandatory Bond Purchase Date as defined and provided for in Section 2.07 of the Indenture. “Maximum Lawful Rate” means, with respect to the Bonds which in the BSBY Rate Mode, the maximum rate of interest on the relevant obligation permitted by applicable law without regard to any filing made by a lender with respect to notice of rates in excess of any statutory or regulatory threshold interest rate. “Maximum Rate” means, with respect to the Bonds while in any Interest Rate Mode other than the BSBY Rate Mode, (a) prior to the Fixed Interest Rate Commencement Date, the lesser of 4Date to be confirmed. 13 (i) the maximum interest rate at which the Letter of Credit and the Confirming Letter of Credit, if any, then in effect provides coverage, or (ii) 9% per annum, and (b) upon and after the Fixed Interest Rate Commencement Date, the Fixed Interest Rate. “Nominal BSBY Rate Period” means, with respect to a BSBY Rate Period, a period of two or more consecutive Semiannual Periods (expressed in years and half years). “Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by the BSBY Rate Calculation Agent or its parent company (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. “Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is BSBY, 8:00 a.m. (New York City time) on the day that is two (2) Government Securities Business Days preceding the date of such setting, and (2) if such Benchmark is not BSBY, the time determined by BSBY Rate Calculation Agent in its reasonable discretion. “Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto. “Remarketing Agent” means any Person meeting the qualifications of, and designated from time to time to act as Remarketing Agent under, Sections 6.13 and 6.14 of the Indenture. “Semiannual Date” means each January 1 and July 1 or if any such day is not a Business Day, the immediately succeeding Business Day. “Semiannual Period” means a six month period commencing on a Semiannual Date and ending on and including the calendar day immediately preceding the next Semiannual Date. “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any basic, marginal, special, emergency, supplemental or other reserve requirements) expressed as a decimal that are prescribed by the Federal Reserve Board for determining the reserve requirements to which the BSBY Rate Calculation Agent is subject with respect to BSBY Loans. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. “SOFR” means a rate equal to the secured overnight financing rate published by the SOFR Administrator on the website of the SOFR Administrator, currently at http//www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by SOFR Administrator from time to time). “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of 14 the maximum reserve percentages (including any basic, marginal, special, emergency, supplemental or other reserve requirements) expressed as a decimal that are prescribed by the Federal Reserve Board for determining the reserve requirements to which the BSBY Rate Calculation Agent is subject with respect to BSBY Loans. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. “T/E Factor” means (i) during the Initial BSBY Rate Period, 73.0% and (ii) thereafter, the T/E Factor, expressed as a positive percentage, determined by the Rem arketing Agent, in its sole professional judgment, which, when incorporated into the BSBY Rate, would produce the lowest rate which will permit the Bonds to be sold at par on the first day of the applicable BSBY Rate Period; provided, however, that from and after the date of any Determination of Taxability, the T/E Factor shall mean 100%.” “Term SOFR” means, for the applicable Corresponding Tenor, the forward-looking term rate based on SOFR administered by CME Group Benchmark Administration Limited (or a successor administrator selected by BSBY Rate Calculation Agent in its reasonable discretion). “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “Weekly Interest Rate” means (a) the rate of interest per annum determined by the Remarketing Agent on the Interest Rate Determination Date, to be the lowest interest rate, for the Interest Period of one week (or less in the case of any such Interest Period commencing on an Interest Period Reset Date which is not a Thursday or ending on the day preceding an Interest Period Reset Date which is not a Thursday) commencing on the applicable Interest Rate Adjustment Date, in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities with which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) at which, as of such Interest Rate Determination Date, the applicable Bonds could be remarketed at par, plus accrued interest (if any), on the Interest Rate Adjustment Date for that Interest Period, or (b) in the event that the Remarketing Agent has been removed or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Weekly Interest Rate for whatever reason, or the Weekly Interest Rate cannot be determined pursuant to clause (a) for whatever reason, the interest rate then in effect with respect to the applicable Bonds, without adjustment; provided that in no event shall the Weekly Interest Rate exceed the Maximum Rate. Capitalized terms utilized herein and not otherwise defined shall have the meaning set forth in the Indenture. This Bond is subject to conversion to a Fixed Interest Rate and to changes in certain other terms as described below. PART I. INTEREST RATE PROVISIONS The Bonds shall bear interest on their unpaid principal amounts payable on each Interest Payment Date. 15 Weekly Interest Rate. While the Bonds are in the Interest Rate Mode during which they bear a Weekly Interest Rate, the Bonds shall bear interest at a rate per annum computed on the basis of a 365- or 366-day year, as applicable, for the actual number of days elapsed. The interest rate shall be determined by the Remarketing Agent as described in the definition of Weekly Interest Rate above. Conversion From One Interest Rate Mode to Another Interest Rate Mode. On any Interest Period Reset Date, the interest rate or rates on the Bonds may be converted from one Interest Rate Mode to another Interest Rate Mode upon receipt by the Trustee and the Remarketing Agent of a written direction from the Borrower, given on behalf of the Issuer, not less than 45 days prior to such Interest Period Reset Date, to convert the interest rate or rates on the Bonds to an Interest Rate Mode other than the Interest Rate Mode then in effect; provided, however, that Bonds bearing interest at the BSBY Rate may be continued or converted only on the last day of an interest period for such Bond, unless Borrower pays the amount due, if any under the section of the Bond Purchase and Covenant Agreement entitled “Compensation for Losses” in connection therewith. Such direction to convert the interest rate or rates on the Bonds shall be accompanied by (a) an opinion of Bond Counsel selected by the Borrower delivered to the Issuer, the Trustee, the Bank, and the Confirming Bank, if any, and the Remarketing Agent, stating that such conversion to the specified Interest Rate Mode will not adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes, (b) a written certificate of the Remarketing Agent stating that the interest coverage period provided by the Letter of Credit, if any, and the Confirming Letter of Credit, if any, is appropriate for the Interest Rate Mode directed to be in effect and that the termination date of the Letter of Credit, if any, and the Confirming Letter of Credit, if any, is no earlier than 15 days after the First Optional Redemption Date, and (c) a written certificate of the Remarketing Agent stating that it has received certifications, opinions or other evidence satisfactory to it that there has been or will be compliance with any applicable state or federal securities law requirements. If the Bonds bear interest at the Weekly Interest Rate, (i) the interest coverage period for the Letter of Credit shall be at least 105 days of interest at the Maximum Rate, and (ii) the interest coverage period for the Confirming Letter of Credit, if any, sh all be at least 110 days of interest at the Maximum Rate. If the Bonds bear interest at the Fixed Interest Rate, then the interest coverage period for the Letter of Credit and the Confirming Letter of Credit, if any, shall be at least 200 days of interest. The Borrower shall be required to provide a Letter of Credit or an Alternate Letter of Credit which will provide the appropriate interest coverage. No Letter of Credit or Confirming Letter of Credit shall be required while the Bonds bear interest at the BSBY Rate. Notwithstanding any provision of this paragraph, no conversion shall be effective (i) if the Borrower makes an election on or prior to the day immediately succeeding any Interest Rate Determination Date not to proceed with the proposed conversion or (ii) the Trustee has not received on the effective date of such conversion an opinion of Bond Counsel to the same effect as described in clause (a) of this paragraph above. In either such event, the BSBY Rate for the Bonds will remain as the Interest Rate Mode then in effect for the Bonds without regard to any proposed conversion. The Bonds will continue to be subject to tender for purchase on the scheduled effective date of the proposed conversion without regard to the failure of such proposed conversion. If the Trustee shall have sent any notice to Holders regarding the proposed conversion, then, in the event of a failure of such conversion as specified above, the Trustee shall promptly notify all Holders of such failure, of the reason for such failure and of the continuation of the Interest Rate Mode then in effect. 16 If the interest rate or rates on the Bonds is or are converted from one Interest Rate Mode to another Interest Rate Mode, at least 30 days, but not more than 45 days, prior to the Interest Period Reset Date the Trustee shall confirm, by first-class mail to all Holders, that upon such Interest Period Reset Date the Bonds shall be converted from one Interest Rate Mode to another Interest Rate Mode and that all Bonds and Beneficial Ownership Interests shall be subject to a mandatory tender pursuant to Section 2.05 of the Indenture, and that such mandatory tender may not be waived. Fixed Interest Rate. While the Bonds are in the Interest Rate Mode during which they bear a Fixed Interest Rate, the Bonds shall bear interest at a rate per annum computed on the basis of a 360-day year of twelve 30-day months and payable on each Interest Payment Date. The interest rate shall be (a) the fixed rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable Interest Period Reset Date, to be the lowest interest rate, for the period from the Interest Period Reset Date to the final maturity date of the Bonds, in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities with which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) at which, as of such Interest Rate Determination Date, the applicable Bonds could be remarketed at par, plus accrued interest (if any), on the Interest Period Reset Date, or (b) in the event that the Remarketing Agent has been removed or has resigned and no successor has been appointed or the Remarketing Agent has failed to determine the Fixed Interest Rate for whatever reason, or the Fixed Interest Rate cannot be determined pursuant to clause (a) for whatever reason, the interest rate then in effect with respect to the applicable Bonds, without adjustment; provided that in no event shall the Fixed Interest Rate exceed the Maximum Rate. Rates Generally. BSBY Rate Calculation Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (i) administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, or any other matter related to, the Alternate Base Rate, the Benchmark (including, in the case of the BSBY Screen Rate, the Alternative Calculation Waterfall defined or set forth in BSBY’s index methodology and rulebook, as published on the BSBY Website), or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether any Benchmark is similar to, or will produce the same value or economic equivalence of, any other rate or whether financial instruments referencing or underlying the Benchmark will have the same volume or liquidity as those referencing or underlying any other rate, (ii) the impact of any regulatory statements about, or actions taken with respect to any Benchmark (or component thereof), (iii) changes made by any administrator to the methodology used to calculate any Benchmark (or component thereof) or (iv) the effect, implementation or composition of any Conforming Changes. BSBY Rate Calculation Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to Borrower. BSBY Rate Calculation Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, such transactions. BSBY Rate Calculation Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Benchmark, or any alternative, successor or replacement rate (including any Benchmark Replacement), in each case pursuant to the terms of the Agreement and the Note, and shall have 17 no liability to Borrower, any Holder or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. Certain Provisions and Disclosures Relating to the Bonds during the BSBY Rate Period.Bonds in the BSBY Rate Mode shall bear interest at the BSBY Rate. BSBY Rate Calculation Agent shall promptly notify Borrower of the interest rate applicable to any Interest Period for BSBY Bonds upon determination of such interest rate. During any period during which the Bonds bear interest at the BSBY Rate, the following additional terms and provisions shall apply with respect to the Bonds: (a) Disclosure Regarding BSBY. The Borrower acknowledges and understands that: (i) BSBY is administered, constructed, calculated and published by Bloomberg and its administration, construction, calculation, publication, continuation, discontinuation, movement, and regulation is not controlled by the BSBY Rate Calculation Agent and may change without prior notice to the BSBY Rate Calculation Agent, (ii) BSBY is a relatively new variable term rate designed to represent average yields at which large, global banks access Dollar senior unsecured marginal wholesale funding, (iii) Bloomberg constructs BSBY by observing activity in various financial instruments and markets in which the BSBY Rate Calculation Agent may engage or participate, including bank deposits, certificates of deposit, commercial paper markets, and corporate bonds, (iv) BSBY is considered a so-called “credit sensitive rate” that could increase during times of market stress as it is expected to vary depending on market conditions that impact banks and other market participants, (v) BSBY is constructed in a manner that could lead to changes in its calculation during times of stress, and could lead to the Agreement and the Note transitioning from BSBY to a Benchmark Replacement Rate, (vi) banking regulators have emphasized their expectations that banks conduct diligence regarding rates replacing LIBOR, including new rates like BSBY, and (vii) Bloomberg may change the terms of its license that governs Initial the BSBY Rate Calculation Agent’s or the Borrower’s use of BSBY. Notwithstanding the above, Borrower agrees to the use of BSBY for all purposes provided hereunder, under the Indenture, the Agreement and the Notes, accepting any inherent risks associated with such utilization. 18 (b) BSBY Rate Conforming Changes. In connection with the use or administration of the BSBY Rate, BSBY Rate Calculation Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, in the Agreement, the Indenture, the Notes or any other document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to the Indenture, the Agreement, the Notes or any other document. BSBY Rate Calculation Agent will promptly notify the Borrower of the effectiveness of any Conforming Changes in connection with the use or administration of the BSBY Rate. (c) Default Rate. At any time during which an Event of Default shall have occurred and be continuing, all amounts owing to the Initial BSBY Rate Bond Purchaser and the Holder hereunder, including all unpaid principal and the purchase price of any Bonds tendered for purchase hereunder, and, to the extent permitted by law, any unpaid interest on the Bonds, shall accrue interest daily at the Default Rate. Interest accruing at the Default Rate shall be due and payable on demand. (d) Maximum Lawful Rate. If the amount of interest payable for any interest period during the Initial BSBY Rate Period exceeds the amount of interest that would be payable for such period had interest for such period been calculated at the Maximum Lawful Rate, then interest for such period shall be payable in an amount calculated at the Maximum Lawful Rate for such period. Any interest that would have been due and payable for any period but for the operation of this clause shall nonetheless continue to accrue and be payable and shall, less interest actually paid to the Holder or Holders for such period, constitute the “Excess Interest Amount.” If there is any accrued and unpaid Excess Interest Amount as of any date, then the principal amount with respect to which interest is payable shall bear interest at the Maximum Lawful Rate, until payment to the Holder or Holder of the entire Excess Interest Amount. Notwithstanding the foregoing, on the date on which no principal amount hereunder remains unpaid, the Borrower shall pay to the Initial BSBY Rate Bond Purchaser a fee equal to any accrued and unpaid Excess Interest Amount. (e) Direct Payment Provisions. Notwithstanding any provision of the Indenture or the Agreement to the contrary: (i) All loan payments by the Borrower under the Agreement attributable to the principal and redemption or purchase price of, and the interest on, the Bonds, shall be paid directly by the Borrower to the Initial BSBY Rate Bond Purchaser. Whenever any payment of the principal of the Bonds shall be made, whether at maturity or by prior redemption, such payment shall be made by the Borrower to the Initial BSBY Rate Bond Purchaser without presentation and surrender of any Bond, provided that, absent manifest error, the Initial BSBY Rate Bond Purchaser’s record of such payments shall be conclusive and binding on the Borrower and upon any subsequent Holder of the Bonds so paid or redeemed and, in the case of the payment in full of the Bonds, such Holder shall forthwith surrender the Bonds to the Trustee for cancellation. If any Bonds, or any interest or participation therein, are sold or transferred, the Initial BSBY Rate Bond Purchaser shall notify the Issuer, the Trustee and the Borrower in writing of the name and address of the transferee, and it will, prior to delivery of such Bonds, make a notation on such Bonds of the date to which interest has been paid thereon and of the amount of any prepayments made on 19 account of the principal thereof. If the Bonds have been paid in full, the Initial BSBY Rate Bond Purchaser shall notify the Trustee in writing. (ii) The Trustee shall have no responsibility with respect to, and shall not be deemed to have any knowledge of, any Event of Default as a result of any failure by the Borrower to make any loan payment directly to the Initial BSBY Rate Bond Purchaser, unless and until the Trustee shall have received written notification from the Initial BSBY Rate Bond Purchaser of such failure, and further shall have no obligation to (i) receive and make any payment of the interest on, or the principal or redemption price of, the Bonds, which payments shall instead be made directly by the Borrower to the Initial BSBY Rate Bond Purchaser or its transferee of which the Initial BSBY Rate Bond Purchaser has provided notice of transfer pursuant to (A) above, or (ii) provide any notice to any party of any redemption of the Bonds, such notices to be sent directly from the Borrower to all parties entitled to receive such notice as provided under the Indenture (including, for the avoidance of doubt, notice to the Trustee). (iii) During any BSBY Rate Period other than the Initial BSBY Rate Period, the Bonds may be subject to such other terms and provisions as shall be set forth in the Bond Purchase and Covenants Agreement (if any) entered into in connection with the purchase of such Bonds, and which shall be incorporated herein by a Supplemental Indenture; provided, however, that, in connection therewith, there shall be delivered to the Issuer and the Trustee a Favorable Opinion of Bond Counsel. (f) Inability to Determine Rates. Subject to the provisions below titled “Benchmark Replacement Setting”, if, on or prior to the first day of any Interest Period for any BSBY Bonds: (i) BSBY Rate Calculation Agent determines (which determination shall be conclusive and binding absent manifest error) that the “BSBY Rate” cannot be determined pursuant to the definition thereof; or (ii) BSBY Rate Calculation Agent determines that for any reason in connection with any request for BSBY Bonds or a conversion thereto or a continuation thereof that the BSBY Rate for any requested Interest Period with respect to a the BSBY Bonds does not adequately and fairly reflect the cost to BSBY Rate Calculation Agent of funding such bonds; BSBY Rate Calculation Agent will promptly so notify Borrower. Upon notice thereof by BSBY Rate Calculation Agent to Borrower, any right of Borrower to continue the BSBY Bonds or to convert Bonds to the BSBY Rate Mode shall be suspended (to the extent of the affected Interest Periods) until BSBY Rate Calculation Agent revokes such notice. Upon receipt of such notice, (i) Borrower may revoke any pending request for conversion to the BSBY Rate Mode or continuation of BSBY Bonds (to the extent of the affected Interest Periods) or, failing that, Borrower will be deemed to have converted any such request into a request for a conversion to Bonds bearing interest at the Alternate Base Rate in the amount specified therein and (ii) any outstanding affected BSBY Bonds will be deemed to have been converted into Bonds bearing interest at the Alternate Base Rate at the end of the applicable Interest Period. Upon any 20 such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant the provision in the Bond Purchase and Covenant Agreement titled “Compensation for Losses”. Subject to the provision below entitled, “Benchmark Replacement Setting”, if BSBY Rate Calculation Agent determines (which determination shall be conclusive and binding absent manifest error) that the “BSBY Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Bonds bearing interest at the Alternate Base Rate shall be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate” until BSBY Rate Calculation Agent revokes such determination. (g) Illegality. If BSBY Rate Calculation Agent determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for BSBY Rate Calculation Agent to make, maintain or fund Bonds whose interest is determined by reference to BSBY or the BSBY Rate, or to determine or charge interest rates based upon BSBY or the BSBY Rate, then, upon notice thereof by BSBY Rate Calculation Agent to Borrower, (a) any obligation of BSBY Rate Calculation Agent to make BSBY Bonds and any right of Borrower to continue BSBY Bonds or to convert Bonds in any other Interest Rate Mode to BSBY Bonds, shall be suspended, and (b) the interest rate on which Bonds bearing interest in an Interest Rate Mode other than BSBY Mode shall, if necessary to avoid such illegality, be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until BSBY Rate Calculation Agent notifies Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) Borrower shall, if necessary to avoid such illegality, upon demand from BSBY Rate Calculation Agent, redeem or, if applicable, convert all BSBY Bonds to Bonds bearing interest at the Alternate Base Rate (the interest rate on which Bonds bearing interest at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Interest Period therefor, BSBY Rate Calculation Agent may lawfully continue to maintain such BSBY Bonds to such day, or immediately, if BSBY Rate Calculation Agent may not lawfully continue to maintain such BSBY Bonds to such day, and (ii) if necessary to avoid such illegality, BSBY Rate Calculation Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” in each case until BSBY Rate Calculation Agent determines that it is no longer illegal for BSBY Rate Calculation Agent to determine or charge interest rates based upon BSBY or the BSBY Rate. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to the Bond Purchase and Covenant Agreement. (h) Benchmark Replacement Setting.Benchmark Replacement. Notwithstanding anything to the contrary in this Bond, the Indenture, the Agreement, the Notes or any other Bond Document (and a Swap Agreement shall be deemed not to be a “Bond Document” for purposes of this Section), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Bond Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further 21 action or consent (subject to clause (y) below) of any other party to, the Agreement, the Bonds, Notes or any other Bond Document and (y) if a Benchmark Replacement is determined in accordance with clause (c) of the definition of “Benchmark Replacement” or clause (b) of the definition of “Benchmark Replacement Adjustment” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Bond Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the date notice of such Benchmark Replacement is provided to Borrower without any amendment to, or further action or consent of any other party to, the Agreement, the Indenture, the Notes or any other Bond Document. (ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, BSBY Rate Calculation Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to the Agreement, the Bonds, Notes or any other Bond Document. (iii) Notices; Standards for Decisions and Determinations. BSBY Rate Calculation Agent will promptly notify Borrower of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The BSBY Rate Calculation Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to subsection (h)(iv) of Part I of this Bond entitled “Unavailability of Tenor of Benchmark” and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by BSBY Rate Calculation Agent pursuant to subsection (h) of Part I, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to the Agreement, the Bonds, Notes or any other Bond Document, except, in each case, as expressly required pursuant to subsection (h) of Part I. (iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Bond Document, at any time (including in connection with the implementation or a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including BSBY or Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by BSBY Rate Calculation Agent in its reasonable discretion, (B) the administrator of such Benchmark or a Government Authority having jurisdiction over such administrator with respect to its publication of such Benchmark of a Governmental Authority having jurisdiction over BSBY Rate Calculation Agent, in each case acting in such capacity, has provided a public statement or publication of information identifying a specific date after which any tenor shall or will no longer be made available, or permitted to be used for determining, the interest rate of Dollar-denominated loans, or (C) the administrator of such Benchmark or the regulatory supervisor for the administrator of such 22 Benchmark has provided one or more public statements or publications of information (including by means of a technical note published on the BSBY Website) announcing or indicating in effect, that any tenor for such Benchmark is not or will not be representative or that a BSBY Final Step Event has occurred with respect to any tenor of such Benchmark, then BSBY Rate Calculation Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such impacted or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement), or (B) is not (or is no longer) subject to an announcement described in clause (i)(B) or (i)(C) above, then BSBY Rate Calculation Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Benchmark Unavailability Period. Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of BSBY Bonds to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Bonds bearing interest at the Alternative Base Rate. During a Benchmark Unavailability Period with respect to the then-current Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon such then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. (i) Mandatory Tender While the Bonds are in the BSBY Rate Mode. The Bonds and Beneficial Ownership Interests are subject to mandatory tender for purchase in whole on the Business Day next succeeding the last day of each BSBY Rate Period (subject, however, to the right of the Initial BSBY Rate Bond Purchaser to waive such mandatory tender during the Initial BSBY Rate Period), at a price of 100% of the outstanding principal amount thereof plus accrued interest to such Mandatory Bond Purchase Date. At least 30 days, but not more than 45 days, prior to such Mandatory Bond Purchase Date pursuant to the Indenture, the Trustee shall notify all Holders by first-class mail of the Mandatory Bond Purchase Date and advise the Holders that all Bonds and Beneficial Ownership Interests shall be subject to mandatory tender for purchase on such Mandatory Bond Purchase Date. Notwithstanding the foregoing, during the Initial BSBY Rate Period, the Bonds shall not be subject to mandatory tender for purchase pursuant to the Indenture, if, not later than 180 days prior to the last day of the Initial BSBY Rate Period, the Initial BSBY Rate Bond Purchaser shall provide written notice to the Trustee and the Borrower irrevocably electing to waive the mandatory tender of the Bonds on the applicable tender date. In the event that the Initial BSBY Rate Bond Purchaser invokes the provisions of this paragraph to waive any mandatory tender of the Bonds pursuant to the Indenture, the Initial BSBY Rate Termination Date then shall be extended for a period of five years, continuing until the first Business Day of January in the fifth succeeding calendar year thereafter, at which point the Bonds shall be subject to mandatory tender for purchase pursuant to the Indenture on such extended Initial BSBY Rate Period Termination Date. The right 23 of the Initial BSBY Rate Bond Purchaser to waive the mandatory tender of the Bonds pursuant to the Indenture in accordance with this paragraph shall apply similarly with respect to each extended Initial BSBY Rate Period Termination Date, in each case extending the Initial BSBY Rate Period for an additional five-year period. PART II. REDEMPTION PROVISIONS Unless waived by any Holder of Bonds to be redeemed, official notice of any redemption of the Bonds shall be given by the Trustee or the Trustee on behalf of the Issuer by mailing a copy of an official redemption notice by first-class mail at least 30 days and not more than 60 days prior to the date fixed for redemption (except in the case of a mandatory redemption upon a Determination of Taxability (as defined in the Indenture), in which case such notice shall be given at least 5 days and not more than 15 days prior to the date fixed for redemption) to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Register (as defined in the Indenture) or at such other address as is furnished in writing by such registered owner to the Trustee. Extraordinary Optional Redemption. The Bonds are subject to redemption by the Issuer, at the option of the Borrower, if the events described in Section 6.2 of the Agreement occur, (a) at any time in whole, or (b) on any Interest Payment Date in part in the event of condemnation of part of the Project, as provided in Section 6.2 of the Agreement, in each case, at a redemption price of 100 percent of the principal amount redeemed, plus interest accrued to the redemption date. Mandatory Redemption Upon a Determination of Taxability. Upon the occurrence of a Determination of Taxability, all Bonds to which such Determination of Taxability is applicable are subject to mandatory redemption in whole at a redemption price equal to 100% of the outstanding principal amount thereof, plus interest accrued to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Borrower, but in no event later than 45 days following receipt by the Trustee of notice of the Determination of Taxability. Optional Redemption. Any Bonds in the BSBY Rate Mode are subject to optional redemption in whole or in part (and if in part in denominations of $100,000 or any integral multiple of $5,000 in excess thereof) on any Interest Payment Date, at the written direction of the Borrower, at a Redemption Price equal to the aggregate principal amount of the Bonds to be redeemed plus accrued interest thereon to the redemption date, without premium, to the extent of optional prepayments of the Loan in accordance with the Agreement. In addition, unless previously redeemed, the Bonds are subject to redemption at the option of the Issuer, upon the direction of the Borrower, (i) if the Bonds do not bear interest at the Fixed Interest Rate, in part (in integral multiples of $5,000, provided that the unredeemed portion of any Bond redeemed in part shall be $100,000 or more) on any Interest Payment Date or in whole at any time at the redemption price of 100% of the principal amount redeemed plus accrued interest thereon to the redemption date, and (ii) after the Fixed Interest Rate Commencement Date and on or after the First Optio nal Redemption Date, in whole or in part (in integral multiples of $5,000, provided that the unredeemed portion of any Bond redeemed in part shall be $100,000 or more) at any time at a redemption price equal to the following percentages of the principal amount redeemed, plus in each case accrued interest to the date fixed for redemption. 24 Redemption Date Optional Redemption Price First Optional Redemption Date, through the following last day of June 103% First Anniversary of the First Optional Redemption Date, through the following last day of June 102% Second Anniversary of the First Optional Redemption Date, through the following last day of June 101% Third Anniversary of the First Optional Redemption Date and thereafter 100% Mandatory Sinking Fund Redemption. In the event the Bonds bear interest at the Fixed Interest Rate, the Bonds shall be subject to mandatory redemption pursuant to mandatory sinking fund requirements, at a redemption price of 100% of the principal amount redeemed plus inter est accrued to the redemption date, on each January 1, April 1, July 1 and October 1, commencing on the January 1, April 1, July 1 or October 1 immediately succeeding the conversion to the Fixed Interest Rate, in the principal amounts (if any) set forth in the Reimbursement Agreement. The mandatory sinking fund redemption requirements shall apply for the remaining term for which the Bonds would be outstanding if the Bonds bear interest at the Fixed Interest Rate. General Redemption Provisions. If less than all Bonds of a single maturity are to be redeemed, their selection shall be made by lot by the Trustee. If Bonds or portions thereof are called for redemption and if on the redemption date moneys for the redemption thereof are held by the Trustee, thereafter those Bonds or portions thereof to be redeemed shall cease to bear interest and shall cease to be secured by, and shall not be deemed to be outstanding under, the Indenture. PART III. GENERAL PROVISIONS The Indenture permits certain amendments or supplements to the Agreement and the Indenture not prejudicial to the Holders to be made without the consent of or notice to the Holders, and other amendments or supplements thereto to be made with the consent of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding. The Holder of each Bond has only those remedies provided in the Indenture. This Bond shall not be entitled to any security or benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed. It is certified and recited: that there have been performed and have happened in regular and due form, as required by law, all acts and conditions necessary to be done or performed by the Issuer or to have happened (i) precedent to and in the issuing of the Bonds in order to make them legal, valid and binding special and limited obligations of the Issuer, and (ii) precedent to and in the execution and delivery of the Indenture and the Agreement; that payment in full for the Bonds has been received; and that the Bonds do not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of South Bend, Indiana, has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Mayor and its official seal to be hereunto affixed manually or by facsimile and attested to by the manual or facsimile signature of its City Clerk. CITY OF SOUTH BEND, INDIANA By: [SEAL] ATTEST: _________________________________ CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Representative ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto ______________________________________________________________________________ (Please Print or Typewrite Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint ___________________ attorney to transfer such Bond on the Register maintained by the Trustee with full power of substitution in the premises. Dated: _________________ NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. When assignment is made by a guardian, trustee, executor or administrator, an officer of a corporation or anyone in a representative capacity, proof of authority to act must accompany this assignment. Signature guaranteed by: _______________________________________ NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution, as defined in SEC Rule 17Ad-15 (17 CFR 240.17Ad-15), participating in a Securities Transfer Association recognized signature guarantee program. ABBREVIATIONS The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT - Custodian (Cust) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above.