Common use of Additional Bonds Clause in Contracts

Additional Bonds. Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. If the proceeds of the Bonds deposited into the Owner Project Account are insufficient to complete the Project and the Issuer determines that Additional Bonds may can be issued under and secured by this Indenture at one time or from time to time, in addition marketed on terms acceptable to the Series 2013 Owner, then, at the request of the Owner, the Issuer shall use commercially reasonable efforts to issue Additional Bonds and, subject to the conditions hereinafter provided following conditions: (a) the Owner executes and delivers to the Issuer an amendment to this Agreement, in this Section 2.10form and substance satisfactory to the Issuer and the Trustee, for by which Exhibit 1 (Lease Payments) is revised to increase the purpose of providing funds for refunding any amounts and timing of the Bonds then OutstandingLease Payments such that the Lease Payments will be sufficient to pay the principal or redemption price of, including the payment of any redemption premium thereon, and interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10on, the County Court Owner Proportionate Share of the Issuer shall enter an order authorizing all outstanding Bonds (after giving effect to the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture)) when due, as all may be provided confirmed by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment certificate of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof.Financial Advisor; (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, Contractor and the terms and conditions of any supplement Owner enter into an amendment to this Indenture entered into in connection with such Additional Bonds.the Guaranteed Savings Agreement to increase the Construction Price accordingly; (c) An executed counterpart the requirements in the Indenture for the issuance of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds.are met; (d) An opinion the Owner pays all costs of nationally recognized counsel experienced on issuance of the subject Owner Proportionate Share of municipal bonds that such costs to the extent not paid out of the proceeds of the Additional Bonds; (e) the Owner delivers to the Issuer and the Trustee an instrument executed by an authorized representative of FREE in which FREE consents to the issuance of such Additional Bonds and the application of Bonds; and (f) if the proceeds of such Additional Bonds also will be used to fund the purpose or purposes described in projects of Other Participants, the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any foregoing conditions are satisfied by each such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law)Other Participants. (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. A. Additional Bonds may be issued under only to finance Improvements or to refund then Outstanding Bonds, including the costs and secured by this Indenture at one time or from time expenses of the financing, interest during construction, and any amount of proceeds of the Additional Bonds to time, in addition be credited to the Series 2013 Reserve Fund. B. Any Additional Bonds and, subject to the conditions hereinafter provided in this Section 2.10, issued for the purpose of providing funds for refunding any of Outstanding Bonds shall mature no earlier than the Bonds being refunded unless all then Outstanding, including Outstanding Bonds are being refunded. C. On the payment date of delivery of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such series of Additional Bonds the balance in the Reserve Fund must be not less than the Minimum Reserve Balance, computed with reference to be identified as "Refunding all then Outstanding Bonds (exclusive of any thereof being refunded by that series of Additional Bonds"). Before any ) plus that series of Additional Bonds. D. No Additional Bonds shall be issued under to finance Improvements unless the provisions of this Section 2.10, the County Court Net Income for each of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing two complete fiscal years immediately proceeding the issuance of such Additional Bonds was at least 125% of the maximum amount of principal and interest to become due in any complete calendar year following the amount specified therein, authorizing issuance of the acceptance and assignment of a Note relating to such Additional Bonds, and providing for on both the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional then Outstanding Bonds and the application Additional Bonds then proposed to be issued, provided that; (1) If the rates and charges for the availability and service of the proceeds Electric Utility were in any respect increased since the beginning of such two preceding fiscal years, the Net Income of the Electric Utility may be adjusted upward, for purposes of paragraph (D) by such amount, if any, as a Consulting Engineer reports in writing to the Council would have been received if such increased rates and charges had been in effect throughout such two preceding fiscal years; (2) If the Improvements being financed by the Additional Bonds are such that if they had been in service throughout such two preceding fiscal years, according to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart written report of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicableConsulting Engineer, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.either

Additional Bonds. Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in In addition to the Series 2013 2016 Bonds, the District, solely while all of the Outstanding Bonds andare Initial Bonds, subject to the conditions hereinafter provided may in this Section 2.10its discretion, issue Additional Bonds solely for the purpose of providing funds for financing improvements to, or upgrading, refurbishing or completing, the Project or refunding any of the Bonds then OutstandingOutstanding Bonds, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such related financing costs and expenses. Such Additional Bonds to be identified as "Refunding Bonds")will bear interest at the interest rate determined on or about the date of issuance thereof. Before any No such Additional Bonds shall be issued unless such Additional Bonds are issued as Initial Bonds and: (a) In the opinion of Bond Counsel, the issuance of the Additional Bonds shall not adversely affect the exemption from income taxation under Section 103 of the Internal Revenue Code of the Outstanding Bonds. (b) No “Event of Default” shall have occurred and be continuing under the provisions Bond Documents, or (with or without the giving of this Section 2.10, the County Court notice or lapse of the Issuer shall enter an order authorizing time or both) will result from the issuance of such Additional Bonds, fixing and the amount thereof and designating District shall deliver to the Trustee a certificate to such effect. (c) If any Bonds other than the Additional Bonds will remain Outstanding to be refunded with after the proceeds issue date of such Additional Bonds. Such Additional Bonds , the District and the Trustee shall be designatedhave received written confirmation from each Rating Service then rating the Bonds, shall be stated to mature on such date or dates and in such year or yearsif any, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing that the issuance of such Additional Bonds shall not result in a downgrade or withdrawal of the rating then in effect with respect to the Initial Bonds. Except . (d) There is delivered to the Trustee (i) an amendment to the Standby Bond Purchase Agreement pursuant to which (A) the Company and Jefferson Holdings shall agree to pay the Purchase Price of all Outstanding Bonds, including such Additional Bonds, tendered (or deemed tendered) on the following Initial Bonds Remarketing Date in the event any of such Outstanding Bonds have not been repurchased from proceeds of a remarketing or redeemed, or defeased to a date on or prior to such following Initial Bonds Remarketing Date; and (B) Jefferson Holdings shall guarantee the payment of all Rent and all principal of, premium, if any, and interest on all Outstanding Bonds, including such Additional Bonds, payable prior to repurchase of such Outstanding Bonds from proceeds of a remarketing or redemption of such Outstanding Bonds or defeasance of such Outstanding Bonds to a date, in each case, on or prior to the ensuing Initial Bonds Remarketing Date; (ii) an amendment to the Capital Call Agreement, pursuant to which FTAI shall agree (A) to provide funds sufficient to permit Jefferson Holdings to satisfy its obligations under the Standby Bond Purchase Agreement, as amended in connection with the foregoing; (B) to maintain on a consolidated basis “Total equity,” as reflected in FTAI’s quarterly and annual reports filed with the SEC (or the equivalent thereof as reported by any successor to or assign of FTAI in accordance with the Capital Call Agreement), that is not less than two times the aggregate principal of and interest payable on or before the ensuing Initial Bonds Remarketing Date on all Outstanding Bonds, including such Additional Bonds; provided that FTAI may satisfy any deficiency between such “Total equity” and the amount that is two times the aggregate principal of and interest payable on or before the ensuing Initial Bonds Remarketing Date on all Outstanding Bonds, including such Additional Bonds, as provided for in the Capital Call Agreement; (C) to maintain on a consolidated basis an aggregate book value of Aviation Assets that is not less than (1) the aggregate principal of and interest payable on or before the ensuing Initial Bonds Remarketing Date on all Outstanding Bonds, including such Additional Bonds, less (2) any cash held in the Reserve Fund on the date of determination; (D) not to, and cause the Aviation Subsidiaries not to, incur any liens securing indebtedness for borrowed money or capital leases on any assets of the Aviation Subsidiaries, other than certain liens permissible pursuant to the Capital Call Agreement; and (E) in the event that FTAI and its Aviation Subsidiaries are not in compliance with the covenants described above, and such noncompliance continues for two consecutive quarter-end dates as reflected in FTAI’s quarterly and annual reports filed with the SEC or the equivalent thereof as reported by any successor to or assign of FTAI (or, with respect to clause (D) above, such noncompliance continues for a period of not less than 90 days), FTAI will contribute to Jefferson Holdings an amount in cash equal to (1) the then-applicable Available Commitment, which amount will be held in the Reserve Fund, less (2) any cash held in the Reserve Fund on the date of determination (prior to any difference in required contribution made pursuant to clause (1) above); and (iii) an amendment to the dateFacilities Lease providing for Facilities Lease Rent sufficient to furnish the payment of principal of and interest on all Outstanding Bonds, including such Additional Bonds (but not the Purchase Price therefor), as the same shall respectively be due and payable until all such Outstanding Bonds have been repurchased from proceeds of a remarketing or redeemed, or defeased to a date on or prior to such following Initial Bonds Remarketing Date. (e) The Additional Bonds of each such series shall be authenticated by the Trustee and/or registered by the Comptroller of Public Accounts of the State and, upon payment to the Trustee of the proceeds of said sale of Additional Bonds, they shall be delivered by the Trustee to the purchasers thereof, but only upon there being filed with the Trustee the following items: (i) An opinion of Bond Counsel that, among other things, the Additional Bonds are valid and binding obligations of the District and, if interest thereon is intended to be excluded from federal income tax, that interest thereon is excluded from federal income tax. (ii) A Supplemental Indenture setting forth the terms of the Additional Bonds, which may be issued in any Interest Rate Mode. (iii) a copy, duly certified by the Secretary of the District, of the resolution adopted on behalf of the District authorizing (A) the execution and delivery of an indenture supplemental to this Indenture authorizing such Additional Bonds, (B) the execution and delivery of an amendment to the Facilities Lease reflecting the additional amounts required under the Facilities Lease, (C) the execution and delivery of the amendments to the Standby Bond Purchase Agreement and Capital Call Agreement described in Section 2.23(d) hereof, and (D) if the purpose of the Additional Bonds includes refunding, the payment and redemption of the Bonds to be refunded; (iv) if the purpose of the Additional Bonds includes refunding, certification by the District that (A) notice of redemption of the Bonds to be refunded has been duly given or that provision has been made therefor, and (B) the proceeds of the issue plus any other amounts stated to be available for the purpose will be sufficient to pay the principal or redemption price of such Bonds at maturity or maturitieson the redemption date plus interest accrued to such date or dates, together with all other costs and expenses related to the refunding; (v) originally executed counterparts of (A) an indenture supplemental to this Indenture setting forth the date or dates of the Additional Bonds, the rate or rates of interest on the Additional Bonds, the time or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds times of payment of the Company to secure payments under interest thereon and the Agreement principal thereof, the redemption provisions with respect thereto, and other details with respect to such the Additional Bonds, if any, (B) any amendment to the Facilities Lease relating to such Additional Bonds shall be on a parity with and shall be entitled (C) any amendment to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note Standby Bond Purchase Agreement relating to such Additional Bonds, and providing for the application of the proceeds thereof.; (bvi) A certificate an opinion of counsel addressed to the Company Trustee stating that the Company has approved supplemental indenture complies with Article IX of this Indenture, and that all conditions precedent to the execution and delivery of such documents have been met; (vii) such customary opinions of counsel and officer’s certificates as are reasonably requested by the Trustee or counsel to the underwriter for the Additional Bonds, including, but not limited to, with respect to the existence and good standing of the District and the Company, the authorization, validity, and enforceability of such supplemental indenture, the Additional Bonds, any amendment to the Facilities Lease and any amendment to the Standby Bond Purchase Agreement, and other matters regarding the execution and delivery of such documents and the issuance of such Additional Bonds, including ; (viii) an opinion of Bond Counsel addressed to the terms, manner of issuance, purchase price and disposition of the proceeds thereof, District and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment Trustee to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds effect that the issuance of such the proposed Additional Bonds will not cause the interest on Outstanding Bonds to be includable in the gross income of the owners thereof for purposes of federal income taxation; (ix) a written order to the Trustee by the District to authenticate, if necessary, and deliver the application Additional Bonds to the purchasers therein identified, upon payment to the Trustee for the account of the District of the sum specified in such written order. Such written order shall direct the Trustee as to the disposition of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law).Bonds; and (ex) A Note relating to such Additional Bonds duly executed on behalf of other documents and/or agreements as may reasonably be requested by the Company and assigned to the TrusteeTrustee or Bond Counsel. (f) A copy Interest on such Additional Bonds shall be payable only on February 1 and/or August 1 of each year, and the request filed by principal thereof shall neither be due nor subject to mandatory redemption or mandatory purchase on a date other than the Company with the Issuer Initial Bonds Remarketing Date for the refunding of such Initial Bonds then Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a Each series of the Company's first mortgage bonds Additional Bonds issued pursuant to secure payments this Section shall be issued and secured under the Agreement this Indenture equally and ratably with respect to such all Bonds then Outstanding, by the Trust Estate in accordance with the terms hereof. Each series of Additional Bonds and an executed counterpart of a supplemental indenture under shall be approved by the First Mortgage Bonds Indenture relating Texas Attorney General to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction the extent required by applicable State law at the time of the Issuer to the Trustee to authenticate such Additional Bondsissuance thereof.

Additional Bonds. Additional Bonds The Issuer, at the request of the Company and to the extent permitted by law in effect at the time thereof, may be issued under and secured by this Indenture at one time or issue from time to time, time one or more series of Additional Bonds for the purposes provided in addition to Section 4.2 of the Loan Agreement. Additional Bonds shall be secured equally and ratably with the Series 2013 2016A Bonds andand any other Additional Bonds theretofore issued and then outstanding, subject to the except insofar as any sinking, amortization or other fund, or any terms or conditions hereinafter provided in of redemption or purchase, established under this Section 2.10, Indenture may afford additional benefit or security for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds")particular series. Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be are authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copyitems required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Issuer may not issue, certified and the Issuer expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or any series of Bonds, or any combination thereof, and the provisions of this Indenture governing the issuance of Additional Bonds shall not apply thereto. The proceeds of the issuance and sale of any series of Additional Bonds, including purchase premium, if any, and accrued interest, if any, thereon to the date of delivery thereof paid by the County Clerk of original purchasers thereof, shall be applied simultaneously with the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance delivery of such Additional Bonds in the amount specified therein, manner provided in this Indenture and in the supplemental indenture authorizing the acceptance and assignment of a Note relating to such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued unless (i) the Loan Agreement is in effect, and providing for (ii) at the application time of the proceeds thereof. issuance there is no Event of Default (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13the Loan Agreement) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Loan Agreement with respect to such Additional Bonds and an executed counterpart or Event of a supplemental indenture Default under the First Mortgage Bonds Indenture relating to such first mortgage bondsthis Indenture. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. To the extent necessary to provide funds to pay the cost of constructing or acquiring additions, extensions and improvements to said Airport System (each being referred to herein as an “Airport System Project”), Additional Bonds may be issued under and secured by this Indenture Trust Agreement, at one time or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of Section 2.10 of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional BondsArticle. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or yearsdated, shall bear interest, payable on such dates, interest at such a rate or rates not exceeding the maximum rate then permitted by lawlegal rate, and may shall mature in such years and amounts, all as shall be made redeemable at such times hereafter determined by resolution of the Authority and prices (subject to specified in the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing supplemental trust agreement entered into in connection with the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove herein set forth, with such changes as may be necessary or appropriate variations, omissions and insertions as indicated in to conform to the preceding paragraphprovisions of the resolution authorizing the issuance of such Additional Bonds, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to filed with the Trustee the following: (a) A copycertified copy of a resolution adopted by the Authority, certified by the County Clerk Secretary of the IssuerAuthority, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof.; (b) A certificate certified copy of a resolution adopted by the Authority, certified by the Secretary of the Company Authority, awarding such Additional Bonds, specifying the interest rate or rates of such Additional Bonds and directing the authentication and delivery of such Additional Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) [Intentionally Deleted.] (d) [Intentionally Deleted.] (e) [Intentionally Deleted.] (f) Certificates, to be executed respectively by the Trustee and the Authority with respect to the funds and accounts held by each, stating that all payments into the Company has approved Sinking Fund, the issuance Reserve Fund and the Operation and Maintenance Fund have been made in full, as required by this Trust Agreement to the date of delivery of such Additional Bonds, including that such accounts are current, and that there are no deficiencies in the terms, manner amounts required to be on deposit therein. The Authority shall also certify that all payments into the various other Funds and Accounts herein provided for have been made in full as required by this Trust Agreement to the date of issuance, purchase price and disposition delivery of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds andor, if applicableany such deficiency exists, credit enhancement or the delivery of a series of first mortgage bonds statement by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds Authority that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction such funds and accounts were fully funded as of the Issuer to last day of the Trustee to authenticate such Additional Bonds.prior Fiscal Year and

Additional Bonds. Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to the Series 2013 1997 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any purposes set forth in Section 4.5 of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional BondsLoan Agreement. Such Additional Bonds shall be designateddated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, interest at such rate or rates not exceeding the maximum rate then permitted by lawrates, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture)prices, all as all may be provided by the resolution supplemental indenture authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall may be on a parity with and shall be entitled to the same benefit and security of this Indenture issued as the Series 2013 Bondstaxable or tax exempt. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, forth and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified written statement by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including approving the terms, conditions, manner of issuance, purchase price delivery and contemplated disposition of the proceeds thereof, of the sale of such Additional Bonds and agreeing that the terms and conditions amounts payable under Section 4.2 of any supplement the Loan Agreement shall be computed so as to this Indenture entered into in connection with include such Additional Bonds. (b) Original executed counterparts of the amendment to the Loan Agreement and the supplemental indenture. (c) An executed counterpart Opinion of any amendment bond counsel to the Agreement and any supplement to this Indenture in connection with such effect that the Additional Bonds and, if applicable, credit enhancement or have been validly issued under the supplemental indenture and that all requirements under the supplemental indenture precedent to the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional BondsBonds have been satisfied. (d) An opinion A request and authorization to the Trustee on behalf of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of City and signed by an authorized officer to authenticate and deliver such Additional Bonds to or as directed by the purchaser or purchasers therein identified, registered in the names and in the application denominations specified to the Trustee by the purchaser or purchasers, upon payment to the Trustee, but for the account of the proceeds City, of a sum specified in such request and authorization plus accrued interest, if any, on such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) date of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" delivery. The proceeds of the Facilities or a "related person" as defined in Section 103(b)(13) sale of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer shall be paid over to the Trustee to authenticate such Additional Bondsand applied as provided in the supplemental indenture authorizing their issuance.

Additional Bonds. Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to the Series 2013 1996 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstandingoutstanding of any series, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer Board shall enter an order adopt a resolution authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the outstanding Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 1996 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, forth and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk Secretary of the Issuer, of the order or orders entered resolution adopted by the County Court of the Issuer Board authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional BondsNote, and providing for the application of the proceeds thereofproceeds. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional BondsAgreement. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds and acceptable to the Trustee that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders resolution mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on as to any such Bond held by a "substantial user" of the Facilities Project or a "related person" as defined in Section 103(b)(13) within the meaning of the 1954 Code (or any applicable successor provision of law)Code, and that the interest on such Additional Bonds will be so excluded from gross income for federal income tax purposes. (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) First Mortgage Bonds duly executed and authenticated in accordance with Section 3.4 of the Agreement; provided, however, that if such Additional Bonds are issued for the purpose of refunding all of the Bonds then outstanding, the Company may elect not to deliver First Mortgage Bonds. (g) If First Mortgage Bonds are to be delivered, an executed counterpart of a Supplemental Indenture to the First Mortgage providing for the issuance of such First Mortgage Bonds. (h) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstandingoutstanding Bonds, and a certified copy of the order or orders resolution of the County Court of the Issuer Board with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. To the extent necessary to provide funds to pay the cost of constructing or acquiring additions, extensions and improvements to said Airport System (each being referred to herein as an “Airport System Project”), Additional Bonds may be issued under and secured by this Indenture Trust Agreement, at one time or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of Section 2.10 of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional BondsArticle. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or yearsdated, shall bear interest, payable on such dates, interest at such a rate or rates not exceeding the maximum rate then permitted by lawlegal rate, and may shall mature in such years and amounts, all as shall be made redeemable at such times hereafter determined by resolution of the Authority and prices (subject to specified in the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing supplemental trust agreement entered into in connection with the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove herein set forth, with such changes as may be necessary or appropriate variations, omissions and insertions as indicated in to conform to the preceding paragraphprovisions of the resolution authorizing the issuance of such Additional Bonds, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to filed with the Trustee the following: (a) A copycertified copy of a resolution adopted by the Authority, certified by the County Clerk Secretary of the IssuerAuthority, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof.; (b) A certificate certified copy of a resolution adopted by the Authority, certified by the Secretary of the Company Authority, awarding such Additional Bonds, specifying the interest rate or rates of such Additional Bonds and directing the authentication and delivery of such Additional Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) [Intentionally Deleted.] (d) [Intentionally Deleted.] (e) [Intentionally Deleted.] (f) Certificates, to be executed respectively by the Trustee and the Authority with respect to the funds and accounts held by each, stating that all payments into the Company has approved Sinking Fund, the issuance Reserve Fund and the Operation and Maintenance Fund have been made in full, as required by this Trust Agreement to the date of delivery of such Additional Bonds, including that such accounts are current, and that there are no deficiencies in the terms, manner amounts required to be on deposit therein. The Authority shall also certify that all payments into the various other Funds and Accounts herein provided for have been made in full as required by this Trust Agreement to the date of issuance, purchase price and disposition delivery of the proceeds thereofAdditional Bonds or, if any such deficiency exists, a statement by the Authority that (i) such funds and accounts were fully funded as of the terms last day of the prior Fiscal Year and conditions (ii) the Authority has made arrangements through proposed rate increases, cost reductions or otherwise, to cause such funds and accounts to be fully funded and current as of any supplement to this Indenture entered into in connection with such Additional Bonds.the last day of the current Fiscal Year; (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (dg) An opinion of nationally recognized counsel experienced on for the subject Authority stating that the signer is of municipal bonds the opinion that the issuance of such Additional Bonds and has been duly authorized, that all conditions precedent to the application of the proceeds delivery of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture has been fulfilled, and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such that said Additional Bonds have been duly executed on behalf sold in accordance with all requirements of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds.Florida law; and (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction Either of the Issuer to the Trustee to authenticate such Additional Bonds.following:

Additional Bonds. (A) So long as the Installment Sale Agreement is in effect and no Event of Default exists thereunder or hereunder (and no event exists which upon notice or lapse of time or both, would become an Event of Default thereunder), the Issuer may, upon request from the Company, issue one or more series of Additional Bonds to provide funds to pay any one or more of the following: (1) costs of completion of the Project Facility in excess of the amount in the Project Fund; (2) costs of refunding or advance refunding any or all of the Bonds previously issued; (3) costs of making any modifications, additions or improvements to the Project Facility; or (4) costs of the issuance and sale of the Additional Bonds, capitalized interest, funding debt service reserves, and other costs reasonably related to any of the foregoing. Additional Bonds may mature at different times, bear interest at different rates and otherwise vary from the Bonds as authorized under Article II of the Indenture, all as may be issued under and secured by this Indenture at one time or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order supplemental Indenture authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices . (subject B) Prior to the provisions execution of Article III of this Indenture), as all may be provided by the resolution a supplemental Indenture authorizing the issuance of Additional Bonds, the Issuer must deliver certain documents set forth in this Indenture to the Trustee, including: (1) an amendment to the Reimbursement Agreement and the Letter of Credit providing for issuance by the Bank of a Substitute Letter of Credit in the aggregate principal amount of all Bonds then Outstanding plus the principal amount of the proposed Additional Bonds, together with sixty-five (65) days' interest thereon and a written opinion of counsel to the Bank which shall state that the execution and delivery of each such Substitute Letter of Credit by the Bank has been duly authorized, executed and delivered by the Bank and that the Letter of Credit, as amended, constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance, or (b) a Substitute Letter of Credit issued by a Substitute Bank in the aggregate principal amount of all Bonds then Outstanding plus the principal amount of the proposed Additional Bonds, together with sixty-five (65) days' interest thereon and a written opinion of counsel to the Substitute Bank which shall state that the execution and delivery of such Substitute Letter of Credit by the Substitute Bank has been duly authorized, executed and delivered by the Substitute Bank and the Substitute Letter of Credit constitutes the legal, valid and binding obligation of the Substitute Bank enforceable against the Substitute Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; (2) a written opinion of counsel to the Bank which shall state that the execution and delivery of such Substitute Letter of Credit by the Bank has been duly authorized, executed and delivered by the Bank and that the Letter of Credit, as amended, constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; (3) evidence that the Financing Documents, as amended or supplemented in connection with the issuance of the Additional Bonds, provide that (a) the Bonds referred to therein shall mean and include the Additional Bonds being issued as well as the Bonds originally issued under the Indenture and any Additional Bonds theretofore issued, and (b) the Project Facility referred to in the Financing Documents includes any Additional Facilities being financed; (4) a copy of the resolution of the Board of Directors of the Company, duly certified by the Secretary or Assistant Treasurer of the Company, which approves the issuance of the Additional Bonds and authorizes the execution and delivery by the Company of the amendments to the Financing Documents described in paragraph (3) above; (5) a written opinion of counsel to the Company which shall state that the execution and delivery of the amendments to the Financing Documents by the Company have been duly authorized, executed and delivered by the Company and that the Financing Documents, as amended, constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; (6) a copy of the resolution, duly certified by the secretary or assistant secretary of the Issuer, authorizing the issuance of the Additional Bonds and the execution and delivery by the Issuer of any amendments to the Financing Documents to be executed in connection therewith; (7) an opinion of counsel to the Issuer stating that the supplements and amendments to the Financing Documents described above have been duly authorized and lawfully executed and delivered on behalf of the Issuer; that such amendments to the Financing Documents are in full force and effect and are valid and binding upon the Issuer; and that all conditions precedent provided for in the Indenture to the issuance, execution and delivery of the Additional Bonds have been complied with; (8) an opinion of Bond Counsel stating that, in the opinion of such Bond Counsel, the Issuer is duly authorized and entitled to issue such Additional Bonds. Except as Bonds and that, upon the execution, authentication and delivery thereof, such Additional Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Issuer, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; and that the issuance of the Additional Bonds will not, in and of itself, adversely affect the validity of the Bonds originally issued under the Indenture or any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancementAdditional Bonds theretofore issued; (9) written evidence from each rating agency, if any, or additional first mortgage bonds of by which the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled are then rated to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds effect that the issuance of such Additional Bonds and the application will not, by itself, result in a reduction of the proceeds rating(s) on the Outstanding Bonds applicable immediately prior to the issuance of such the Additional Bonds; (10) a written order to the Trustee executed by an Authorized Officer of the Issuer requesting the Trustee to authenticate and deliver the Additional Bonds to the purpose purchasers therein identified; and (11) such other documents as the Trustee may reasonably request. (C) Each series of Additional Bonds shall be equally and ratably secured under the Indenture with the Bonds issued on the Closing Date and with all other series of Additional Bonds, if any, previously issued under the Indenture, without preference, priority or purposes described distinction of any Bond over any other. (D) The consent of the Bondholders shall not be required prior to the issuance of Additional Bonds, or to the execution and delivery of any amendments to the Financing Documents required in connection therewith. The Trustee shall, however, notify in writing the Bondholders and each rating agency of the issuance of the Additional Bonds, detailing, at least, the aggregate principal amount of such Bonds, and summarizing the nature of the amendments to the Financing Documents proposed to be executed in connection therewith. ARTICLE III REDEMPTION OF BONDS PRIOR TO MATURITY (A) The Bonds are subject to redemption prior to maturity (1) as a whole, without premium, as provided in Section 406 hereof, in the order or orders mentioned in clause event of (a) a taking in Condemnation of, or failure of this title to, all or substantially all of the Project Facility, (b) damage to or destruction of part or all of the Project Facility and election by the Company to redeem the Bonds in accordance with Section 2.10 will not result 7.1 of the Installment Sale Agreement, or (c) a taking in Condemnation of part of the Project Facility and election by the Company to redeem the Bonds in accordance with Section 7.2 of the Installment Sale Agreement, or (2) in part, without premium, (a) as provided in Section 406(G) hereof, in the interest on any Bonds theretofore issued under this Indenture event that (i) to the extent excess moneys remain in the Insurance and then Outstanding Condemnation Fund following damage or any condemnation of a portion thereof becoming included of the Project Facility and completion of the repair, rebuilding or restoration of the Project Facility by the Company, and (ii) such moneys are not paid to the Company pursuant to Section 406(G) hereof, or (b) as provided in gross income for federal income tax purposesSection 403 hereof, except for interest on in the event that excess moneys remain in the Project Fund after the Completion Date. In any such Bond held by event, the Bonds shall be redeemed, as a "substantial user" of whole or in part, as the Facilities or case may be, in the manner provided in this Article III, at such time as the Trustee determines, at a "related person" as defined in Section 103(b)(13) of redemption price equal to the 1954 Code (or any applicable successor provision of law)principal amount thereof, plus accrued interest to the redemption date, without premium. (eB) A Note relating The Bonds are also subject to redemption prior to maturity in the event of failure by the Company to provide a Substitute Letter of Credit at least forty-five (45) days prior to the Interest Payment Date immediately preceding the expiration date of the Letter of Credit then in effect. In any such Additional event, the Bonds duly executed shall be redeemed, as a whole, on behalf such Interest Payment Date at a redemption price equal to the principal amount to be redeemed, plus accrued interest to the redemption date, without premium. (C) The Bonds are also subject to redemption prior to maturity upon receipt by the Trustee of a written notice from the Bank of the occurrence and continuance of a default by the Company under the Reimbursement Agreement and the Bank's election to compel redemption of the Bonds. In either such event, the Bonds shall be redeemed, as a whole, in the manner provided in this Article III, on the earliest date for which the Trustee can give notice of redemption pursuant to Section 303 hereof, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium. (1) On or prior to the Conversion Date, the Bonds are also subject to redemption prior to maturity in denominations of $5,000 or any integral multiple of $5,000 in excess thereof at the option of the Company and assigned by exercise of its right to prepay the installment purchase payments payable under the Installment Sale Agreement as provided in Section 5.5 of the Installment Sale Agreement, on any Interest Payment Date, in the manner provided in this Article III, at a redemption price equal to the Trusteeprincipal amount thereof, plus accrued interest to the redemption date, without premium. (f2) A copy After the Conversion Date, the Bonds are subject to redemption, at the option of the request filed Company by exercise of its right to prepay the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure installment purchase payments under the Installment Sale Agreement as provided in Section 5.5 thereof, as a whole or in part on any Interest Payment Date occurring after the end of the applicable call protection period at the redemption prices, expressed as percentages of unpaid principal amount to be redeemed, plus accrued interest to the redemption date, determined as follows: the call protection period and redemption prices shall be determined by the Remarketing Agent, after taking into account the factors described in Section 209(B)(2)(e) hereof and such other factors which the Remarketing Agent deems appropriate. The determination of the call protection period and redemption prices by the Remarketing Agent pursuant to and in accordance with respect to such Additional Bonds the terms of the Indenture shall be conclusive and an executed counterpart binding on the Issuer, the Trustee, the Company, the Bank and the Holders of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (iE) Written direction The Bonds will also be subject to scheduled mandatory redemption, by lot in such manner as the Trustee shall deem fair and appropriate for random selection, prior to maturity, commencing December 1, 1999 and on each December 1 thereafter, by the application of Sinking Fund Payments at a redemption price equal to one hundred percent (100%) the principal amount thereof, plus accrued interest to the redemption date, without premium, on December 1 of the Issuer years and in the principal amounts set forth below: YEAR SINKING FUND PAYMENT YEAR SINKING FUND PAYMENT 1999 $285,000 2006 $385,000 2000 $275,000 2007 $410,000 2001 $290,000 2008 $435,000 2002 $310,000 2009 $460,000 2003 $325,000 2010 $485,000 2004 $345,000 2011 $515,000 2005 $365,000 2012 $540,000 Following retirement by mandatory sinking fund redemption prior to their Stated Maturity, there will remain $575,000 principal amount of the Bonds maturing on December 1, 2013 to be paid at maturity. (F) In no event shall the Trustee, in connection with any redemption of Bonds under this Section 301, pay any portion of the principal of, premium, if any, or interest on any Bond from other than Non-Preference Moneys. Furthermore, the Trustee shall make such payments by first drawing on the Letter of Credit pursuant to Section 408 hereof. (G) In the event of any partial redemption, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee not more than sixty (60) days prior to the redemption date by lot. The Trustee shall apply any partial redemption payments (other than a scheduled mandatory redemption) to authenticate such Additional Bondsthe schedule of mandatory redemption in inverse order of maturity. After the Conversion Date, if the Bonds are serial bonds as provided in Section 209(B)(2)(e)(ii) hereof, the Bonds shall be redeemed in inverse order of maturity selected by lot. Further, the Trustee may provide for the selection for redemption of portions (equal to $5,000 or any whole multiple thereof) of Bonds of a denomination larger than $5,000. In no event shall the principal amount of Bonds subject to any partial redemption be other than a whole multiple of $5,000; provided, however, that no $5,000 portion of a Bond shall be redeemed if it results in the unredeemed portion of the Bond being less than $100,000.

Additional Bonds. Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to the Series 2013 1998 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then OutstandingOutstanding of any series, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer Board shall enter an order adopt a resolution authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the outstanding Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 1998 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, forth and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk Secretary of the Issuer, of the order or orders entered resolution adopted by the County Court of the Issuer Board authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional BondsAgreement. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders resolution mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on as to any such Bond held by a "substantial user" of the Facilities Project or a "related person" as defined in Section 103(b)(13) within the meaning of the 1954 Code (or any applicable successor provision of law), and that the interest on such Additional Bonds will be so excluded from gross income for federal income tax purposes. (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstandingoutstanding Bonds, and a certified copy of the order or orders resolution of the County Court of the Issuer Board with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. (1) Subject to clause (2) of this Section 3.02, one or more series of Additional Bonds may be authenticated and delivered under this Indenture, in each case pursuant to an indenture supplemental hereto (a "Supplemental Indenture") substantially in the form of Exhibit E and upon satisfaction of the conditions set forth in this Section 3.02. Each series of Additional Floating Rate Bonds shall have the terms and conditions set forth in Exhibit A-1, and in this Indenture, subject to such insertions, omissions, substitutions and variations as may be provided in the corresponding Supplemental Indenture. Each series of Additional Fixed Rate Bonds shall have the terms and conditions set forth in Exhibit A-2, this Indenture and in the Supplemental Indenture corresponding to such issuance. (2) Additional Bonds may be issued under and secured by this Indenture at one time or the Company; provided that (i) the Trustee shall have received prior to such issuance an Officer's Certificate from time to time, in addition to the Series 2013 Bonds and, subject to Company certifying that (a) each of the conditions hereinafter provided set forth in this Section 2.10, for 3.02(2) and the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest Supplemental Indenture relating to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance has been satisfied and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate the incurrence of the Company stating that the Company has approved Debt pursuant to the issuance of such Additional BondsBonds complies with Section 4.3 (including, including without limitation, the terms, manner definition of issuance, purchase price and disposition Issuer Permitted Debt) of the proceeds thereofCommon Agreement, and the terms and conditions of any supplement (ii) an appropriate Supplemental Indenture relating to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds substantially in the form of Exhibit E hereto has been executed and the application delivered, (iii) any supplements, amendments or modifications to or of the proceeds Financing Documents that may be required or appropriate in connection with the issuance of such Additional Bonds have been executed and delivered (in respect of which the consent of the Trustee and the Holders shall not be required, except to the purpose or purposes described in extent required by any such Financing Document), and (iv) the order or orders mentioned Trustee shall have received the written consent of each Guarantor confirming that such Guarantor's Guaranty shall apply to the Bonds and the Additional Bonds which the Company proposes to issue. (3) Upon satisfaction of the applicable conditions set forth in clause (a2) of this Section 2.10 will not result in 3.02, the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Company shall execute Additional Bonds duly executed on behalf of the Company and assigned deliver them to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of Trustee, upon the County Court of the Issuer with respect to such refunding. (g) If applicable, a series written request of the Company's first mortgage bonds to secure payments under the Agreement with respect to , shall authenticate such Additional Bonds and an executed counterpart deliver them to the purchasers thereof as may be directed by the Company in writing, without any further action of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bondsCompany. (h4) If applicableUpon the issuance of any Additional Bonds, credit enhancement the Company shall promptly provide the Trustee with a schedule that will set forth the requirements for the payment of principal of and interest on such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided Notwithstanding anything contained in this Section 2.10, for or elsewhere in the purpose of providing funds for refunding any of Lease the Bonds then Outstanding, including the payment of any redemption premium thereon, interest County may but shall not be obligated to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any issue such Additional Bonds or series of Bonds as may be necessary to be identified as "Refunding Bonds"). Before pay any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court one or more of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: following costs: (a) A copy, certified by for completing the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. Facilities; (b) A certificate of for constructing or acquiring Improvements to the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. Facilities; (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. for funding reserves; (d) An for refunding of all or any part of the Series 1990 Bonds; and (e) for payment of the costs of issuance and sale of the Additional Bonds and capitalized interest for such period and other costs reasonably related to the financing as shall be agreed upon by Mesaba and the County; provided, however, that the County and the Trustee shall be furnished with an opinion of nationally recognized counsel experienced on the subject of municipal bonds Bond Counsel that the issuance of such Additional Bonds and the application expenditure of proceeds from the proceeds of such Additional Bonds to sale thereof is permitted by Act No. 94 and the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 Ordinance and will not result in impair the exclusion of interest on any the Series 1990 Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in from gross income for federal income tax purposes. Prior to the issuance of any Additional Bonds, except their terms, the purchase price to be paid therefor and the manner in which the proceeds are to be disbursed, shall be approved in writing by the Bank (if the Letter of Credit or Alternate Letter of Credit is then in effect), the County and Mesaba, and Mesaba and the County shall have entered into an amendment to the Lease, if necessary, to provide for Special Facilities Charges in an amount at least sufficient to pay Current Expenses and the principal of, redemption price (if any) and interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf when due. Nothing contained in this Article or the Lease shall be construed in such way as to prevent similar financing of additional capital improvements and facilities which may be constructed in the Company future at the Airport for lease to and assigned to use by Mesaba, but the Trustee. Special Facilities Charges shall not be pledged as security for any bonds or obligations (fother than Additional Bonds) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement issued for such Additional Bondspurpose. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. (a) Additional Bonds may be issued under and secured by this Indenture at one time or from time to timemay, in addition to the Series 2013 Bonds and, subject to upon satisfaction of the conditions hereinafter provided set forth in this Section 2.102.3, be issued in the amounts and for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses purposes permitted in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds")this Section 2.3. Before any All Additional Bonds shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued under at such prices as set forth in the provisions Supplemental Indenture applicable to such Bonds. (b) Upon satisfaction of the applicable conditions set forth in this Section 2.3, the execution and delivery of an appropriate Supplemental Indenture in compliance with clause (e) of this Section 2.102.3, the County Court execution and delivery of appropriate supplements, amendments or modifications to or of the Finance Documents (in respect of which the consent of the Bond Trustee and the Holders shall not be required), receipt by the Bond Trustee of the written consent of the Subsidiary Guarantor and any Additional Guarantor confirming that the Guarantee applies to the Outstanding Bonds and the Additional Bonds which the Issuer shall enter proposes to issue and receipt by the Depositary Bank of an order authorizing Officer's Certificate from the Issuer confirming that moneys on deposit in the Debt Service Reserve Account or otherwise available pursuant to Acceptable Credit Support shall, in the aggregate, after giving effect to the issuance of such Additional Bonds, fixing be equal to the amount thereof and designating Debt Service Reserve Required Balance (as such shall be increased to reflect payments due on the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such ), the Issuer shall execute Additional Bonds shall be designated, shall be stated and deliver them to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by lawBond Trustee, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Bond Trustee, there shall be delivered to upon the Trustee the following: (a) A copy, certified by the County Clerk written request of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of shall authenticate such Additional Bonds and deliver them to the application purchasers thereof as may be directed by the Issuer in writing, without any further action of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.Issuer; provided,

Additional Bonds. Additional Bonds The Issuer, at the request of the Company and to the extent permitted by law in effect at the time thereof, may be issued under and secured by this Indenture at one time or issue from time to time, time one or more series of Additional Bonds for the purposes provided in addition to Section 4.2 of the Loan Agreement. Additional Bonds shall be secured equally and ratably with the Series 2013 2016B Bonds andand any other Additional Bonds theretofore issued and then outstanding, subject to the except insofar as any sinking, amortization or other fund, or any terms or conditions hereinafter provided in of redemption or purchase, established under this Section 2.10, Indenture may afford additional benefit or security for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds")particular series. Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be are authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copyitems required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Issuer may not issue, certified and the Issuer expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or any series of Bonds, or any combination thereof, and the provisions of this Indenture governing the issuance of Additional Bonds shall not apply thereto. The proceeds of the issuance and sale of any series of Additional Bonds, including purchase premium, if any, and accrued interest, if any, thereon to the date of delivery thereof paid by the County Clerk of original purchasers thereof, shall be applied simultaneously with the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance delivery of such Additional Bonds in the amount specified therein, manner provided in this Indenture and in the supplemental indenture authorizing the acceptance and assignment of a Note relating to such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued unless (i) the Loan Agreement is in effect, and providing for (ii) at the application time of the proceeds thereof. issuance there is no Event of Default (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13the Loan Agreement) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Loan Agreement with respect to such Additional Bonds and an executed counterpart or Event of a supplemental indenture Default under the First Mortgage Bonds Indenture relating to such first mortgage bondsthis Indenture. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. Additional Bonds may be issued under and secured by pursuant to this Indenture at one time or from time to time, in addition to the Series 2013 Bonds and, subject to under the conditions hereinafter and in the manner provided in this Section 2.102.11. Additional Bonds may be issued from time to time for any one or more of the following purposes: (a) financing the costs of the acquisition or construction of new Capital Projects or improvements to the Capital Projects, for or (b) refunding all or a portion of one or more series of Bonds issued pursuant hereto. In the event Additional Bonds are issued, the Issuer and Trustee shall enter into a Supplemental Indenture, the purpose of providing funds for refunding any of which shall be to authorize the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified and provide the lien on the Trust Estate as "Refunding Bonds")security therefor. Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such No Additional Bonds shall be authenticated and delivered by the Trustee, Trustee unless there shall be has been or is simultaneously with the issuance of the Additional Bonds delivered to the Trustee the followingTrustee: (a) A copyThe resolutions, certified by the County Clerk documents and opinions required for delivery of the IssuerSeries 2004B Bonds pursuant to Section 2.05 hereof, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof.appropriately modified; (b) An Issuer’s Certificate to the effect that the Issuer is not in default hereunder; and (c) A certificate of from an Independent Certified Public Accountant to the Company stating effect that the Company has approved Pledged Revenues (i) have equaled or exceeded 1.00 times Debt Service Charges for the preceding three Fiscal Years and (ii) are projected to equal or exceed 1.10 times Debt Service Charges for the Fiscal Year immediately following the date of issuance of such Additional Bonds, including taking into effect the terms, manner additional Debt Service Charges to be incurred following issuance thereof. Additional Bonds issued under the provisions and within the limitations of issuance, purchase price and disposition of this Section shall be payable from the proceeds thereofTrust Estate on a parity with the Series 2004B Bonds, and all the terms covenants and conditions other provisions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment except as to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance details of such Additional Bonds inconsistent herewith) shall be for the equal benefit, protection and security of the Owners of the Series 2004B Bonds and the application Owners of any Additional Bonds subsequently issued from time to time within the limitations of and in compliance with this Section. All Bonds, regardless of the proceeds time or times of such their issuance, shall rank equally with respect to their lien on the Trust Estate, and their source of and security for payment from said Trust Estate, without preference of any Bond over any other. No Additional Bonds to shall be issued at any time, however, unless all the purpose or purposes described payments into the respective funds and accounts provided for in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" account of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds then Outstanding, and a certified copy any other payments provided for in this Indenture, shall have been made in full as required to the date of delivery of the order or orders Additional Bonds. For purposes of calculating the County Court of Maximum Annual Debt Service and the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating test, variable rate indebtedness shall be assumed to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. bear interest at (i) Written direction if interest on the indebtedness is excludable from gross income under the applicable provisions of the Issuer Internal Revenue Code, the most recently published Bond Buyer “Revenue Bond Index” (or comparable index if no longer published) plus 50 basis points, or (ii) if interest is not so excludable, the interest rate on direct U.S. Treasury Obligations with comparable maturities plus 50 basis points; provided, however, that for purposes of any rate covenant measuring actual debt service coverage during a test period, variable rate indebtedness shall be deemed to bear interest at the Trustee to authenticate such Additional Bondsactual rate per annum applicable during the test period.

Additional Bonds. Except as hereinafter provided, the city shall not issue additional bonds of equal standing with respect to the net revenues with the series 2016 bonds but may issue junior xxxx xxxxx. Additional Bonds bonds shall be issued only in accordance with this section 27. In accordance with the provisions of act 94, the right is reserved to issue additional bonds payable from the net revenues of the system, which shall be of equal standing and priority of lien on the net revenues of the system with the series 2016 bonds but only for the acquisition and construction of repairs, enlargements extensions, additions and improvements to the system, for refunding all or a part of any outstanding bonds or any other debt incurred by the city for any purpose for which bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10hereunder, for the purpose paying costs of providing funds for refunding any of the Bonds then Outstandingissuing such additional bonds, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancementdeposits, if any, to be made to a bond reserve account, and for payment of interest on such additional bonds. Additional bonds for such purposes shall not be issued pursuant to this section 27 unless the actual or additional first mortgage bonds augmented (as hereinafter provided) net revenues of the Company system (not including investment earnings on the various funds and accounts established hereunder but including investment earnings on any bond reserve account) for the then last preceding fiscal year for which an audit was performed shall be at least equal to secure payments under one hundred ten percent (110%) (or such higher percentage not exceeding one hundred twenty-five percent (125%) as may be required by the Agreement purchaser of the bonds and as set forth in the sale order) of the maximum annual debt service on any outstanding bonds and the additional bonds then being issued. If the additional bonds are to be issued in whole or in part for refunding of outstanding bonds, the annual principal and interest requirements shall be determined by deducting from the principal and interest requirements for each fiscal year the annual principal and interest requirements of any bond or bonds to be refunded from the proceeds of the additional bonds. For this purpose, the city may elect to use as the last preceding fiscal year any fiscal year ending not more than sixteen (16) months prior to the date of delivery of the additional bonds for which an audit is available. If any change in the rates, fees or charges of the system shall be authorized at or prior to the time of the resolution or order authorizing the sale of any additional bonds, the net revenues for the preceding fiscal year shall be augmented by an amount reflecting the effect of such change had the system’s xxxxxxxx during such fiscal year been at the adopted rates. In addition, the actual net revenues for the preceding fiscal year for which an audit is available may be augmented by seventy percent (70%) of the estimated increase in net revenues to accrue as a result of the acquisition and construction of the repairs, enlargements, extensions, additions and improvements to the system to be paid for in whole or in part from the proceeds of the additional bonds and one hundred percent (100%) of the increase in net revenues resulting from any repair, enlargement, extension, addition or improvement which was made subsequent to the end of the last fiscal year for which an audit is available. Determination by the finance director as to existence of conditions permitting the issuance of additional bonds shall be conclusive; provided, however, that with respect to such Additional Bondsaugmentation of net revenues, if any, such Additional Bonds the city shall be on a parity with engage the services of and shall be entitled to receive the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment certificate of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. consulting engineer (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into with experience in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement advising municipalities with respect to such Additional Bonds. (dsetting rates and charges for parking systems) An opinion of nationally recognized counsel experienced on regarding the subject of municipal bonds that the issuance existence of such Additional Bonds and conditions, or, if no augmentation is required, the application finance director may rely only on audited financial statements. No additional bonds of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer equal standing with respect to such refunding. (g) If applicable, a series the net revenues of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer system shall be issued pursuant to the Trustee authorization contained in this section if the city is then in default in making its required payments to authenticate such Additional Bondsany funds or accounts created hereunder.

Additional Bonds. If the Company is not in default hereunder, the Issuer may, in its sole discretion, by the adoption of an appropriate resolution or resolutions, at the request of the Company and with the consent of the Credit Bank (unless there shall be a Rating Event Date in connection with the issuance of Additional Bonds), authorize the issuance of Additional Bonds upon the terms and conditions provided herein and in Section 2.11 of the Indenture, but in no event shall the Issuer be liable for not issuing such Additional Bonds. Additional Bonds may be issued under and secured by this Indenture only to provide funds to pay any one or more of the following: (i) reimbursement of Project Costs not financed with the proceeds of a prior series of Bonds; (ii) the costs of making at one any time or from time to timetime such substitutions, in addition additions, modifications and improvements to the Series 2013 Bonds andProject or any portion thereof, subject as authorized by the Act, as the Company may deem necessary or desirable; (iii) to refund any outstanding Bonds; and (iv) the costs of the issuance and sale of the Additional Bonds, and other costs reasonably related to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified financing as "Refunding Bonds"). Before any Additional Bonds shall be issued under agreed upon by the provisions of this Section 2.10, Company and the County Court of the Issuer shall enter an order authorizing Issuer. Prior to the issuance of such Additional Bonds, fixing the terms thereof, the purchase price to be paid therefor and the manner in which the proceeds therefrom are to be disbursed shall have been approved in writing by the Company; the Company and the Issuer shall have entered into an amendment to this Agreement to provide that, for all purposes of this Agreement, the Project shall include any facilities being financed by the Additional Bonds, which facilities shall be described in an amendment to Exhibit B hereto, and to provide for an increase in the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds payable under Section 4.2 hereof as shall be designatednecessary to pay the principal of, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancementpremium, if any, or additional first mortgage bonds of and interest on the Company Additional Bonds as provided in the supplemental indenture to secure payments under the Agreement be paid with respect to such Additional Bonds, if any, such Additional Bonds ; and the Issuer shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited have otherwise complied with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk provisions of Section 2.11 of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing Indenture with respect to the issuance of such Additional Bonds in The Company shall pay, or cause to be paid by persons other than the amount specified thereinIssuer, authorizing the acceptance and assignment all costs of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of not paid from the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law)sale thereof. (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. (A) So long as the Installment Sale Agreement is in effect and no Event of Default exists thereunder or hereunder (and no event exists which upon notice or lapse of time or both, would become an Event of Default thereunder), the Issuer may, upon request from the Company, issue one or more series of Additional Bonds to provide funds to pay any one or more of the following: (1) costs of completion of the Project Facility in excess of the amount in the Project Fund; (2) costs of refunding or advance refunding any or all of the Bonds previously issued; (3) costs of making any modifications, additions or improvements to the Project Facility; or (4) costs of the issuance and sale of the Additional Bonds, capitalized interest, funding debt service reserves, and other costs reasonably related to any of the foregoing. Additional Bonds may mature at different times, bear interest at different rates and otherwise vary from the Bonds as authorized under Article II of the Indenture, all as may be issued under and secured by this Indenture at one time or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order supplemental Indenture authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices . (subject B) Prior to the provisions execution of Article III of this Indenture), as all may be provided by the resolution a supplemental Indenture authorizing the issuance of Additional Bonds, the Issuer must deliver certain documents set forth in this Indenture to the Trustee, including: (1) an amendment to the Reimbursement Agreement and the Letter of Credit providing for issuance by the Bank of a Substitute Letter of Credit in the aggregate principal amount of all Bonds then Outstanding plus the principal amount of the proposed Additional Bonds, together with sixty-five (65) days' interest thereon and a written opinion of counsel to the Bank which shall state that the execution and delivery of each such Substitute Letter of Credit by the Bank has been duly authorized, executed and delivered by the Bank and that the Letter of Credit, as amended, constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance, or (b) a Substitute Letter of Credit issued by a Substitute Bank in the aggregate principal amount of all Bonds then Outstanding plus the principal amount of the proposed Additional Bonds, together with sixty-five (65) days' interest thereon and a written opinion of counsel to the Substitute Bank which shall state that the execution and delivery of such Substitute Letter of Credit by the Substitute Bank has been duly authorized, executed and delivered by the Substitute Bank and the Substitute Letter of Credit constitutes the legal, valid and binding obligation of the Substitute Bank enforceable against the Substitute Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; (2) a written opinion of counsel to the Bank which shall state that the execution and delivery of such Substitute Letter of Credit by the Bank has been duly authorized, executed and delivered by the Bank and that the Letter of Credit, as amended, constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; (3) evidence that the Financing Documents, as amended or supplemented in connection with the issuance of the Additional Bonds, provide that (a) the Bonds referred to therein shall mean and include the Additional Bonds being issued as well as the Bonds originally issued under the Indenture and any Additional Bonds theretofore issued, and (b) the Project Facility referred to in the Financing Documents includes any Additional Facilities being financed; (4) a copy of the resolution of the Board of Directors of the Company, duly certified by the Secretary or Assistant Treasurer of the Company, which approves the issuance of the Additional Bonds and authorizes the execution and delivery by the Company of the amendments to the Financing Documents described in paragraph (3) above; (5) a written opinion of counsel to the Company which shall state that the execution and delivery of the amendments to the Financing Documents by the Company have been duly authorized, executed and delivered by the Company and that the Financing Documents, as amended, constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; (6) a copy of the resolution, duly certified by the secretary or assistant secretary of the Issuer, authorizing the issuance of the Additional Bonds and the execution and delivery by the Issuer of any amendments to the Financing Documents to be executed in connection therewith; (7) an opinion of counsel to the Issuer stating that the supplements and amendments to the Financing Documents described above have been duly authorized and lawfully executed and delivered on behalf of the Issuer; that such amendments to the Financing Documents are in full force and effect and are valid and binding upon the Issuer; and that all conditions precedent provided for in the Indenture to the issuance, execution and delivery of the Additional Bonds have been complied with; (8) an opinion of Bond Counsel stating that, in the opinion of such Bond Counsel, the Issuer is duly authorized and entitled to issue such Additional Bonds. Except as Bonds and that, upon the execution, authentication and delivery thereof, such Additional Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Issuer, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; and that the issuance of the Additional Bonds will not, in and of itself, adversely affect the validity of the Bonds originally issued under the Indenture or any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancementAdditional Bonds theretofore issued; (9) written evidence from each rating agency, if any, or additional first mortgage bonds of by which the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled are then rated to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds effect that the issuance of such Additional Bonds and the application will not, by itself, result in a reduction of the proceeds rating(s) on the Outstanding Bonds applicable immediately prior to the issuance of such the Additional Bonds; (10) a written order to the Trustee executed by an Authorized Officer of the Issuer requesting the Trustee to authenticate and deliver the Additional Bonds to the purpose purchasers therein identified; and (11) such other documents as the Trustee may reasonably request. (C) Each series of Additional Bonds shall be equally and ratably secured under the Indenture with the Bonds issued on the Closing Date and with all other series of Additional Bonds, if any, previously issued under the Indenture, without preference, priority or purposes described distinction of any Bond over any other. (D) The consent of the Bondholders shall not be required prior to the issuance of Additional Bonds, or to the execution and delivery of any amendments to the Financing Documents required in connection therewith. The Trustee shall, however, notify in writing the Bondholders and each rating agency of the issuance of the Additional Bonds, detailing, at least, the aggregate principal amount of such Bonds, and summarizing the nature of the amendments to the Financing Documents proposed to be executed in connection therewith. ARTICLE III REDEMPTION OF BONDS PRIOR TO MATURITY (A) The Bonds are subject to redemption prior to maturity (1) as a whole, without premium, as provided in Section 406 hereof, in the order or orders mentioned in clause event of (a) a taking in Condemnation of, or failure of this title to, all or substantially all of the Project Facility, (b) damage to or destruction of part or all of the Project Facility and election by the Company to redeem the Bonds in accordance with Section 2.10 will not result 7.1 of the Installment Sale Agreement, or (c) a taking in Condemnation of part of the Project Facility and election by the Company to redeem the Bonds in accordance with Section 7.2 of the Installment Sale Agreement, or (2) in part, without premium, (a) as provided in Section 406(G) hereof, in the interest on any Bonds theretofore issued under this Indenture event that (i) to the extent excess moneys remain in the Insurance and then Outstanding Condemnation Fund following damage or any condemnation of a portion thereof becoming included of the Project Facility and completion of the repair, rebuilding or restoration of the Project Facility by the Company, and (ii) such moneys are not paid to the Company pursuant to Section 406(G) hereof, or (b) as provided in gross income for federal income tax purposesSection 403 hereof, except for interest on in the event that excess moneys remain in the Project Fund after the Completion Date. In any such Bond held by event, the Bonds shall be redeemed, as a "substantial user" of whole or in part, as the Facilities or case may be, in the manner provided in this Article III, at such time as the Trustee determines, at a "related person" as defined in Section 103(b)(13) of redemption price equal to the 1954 Code (or any applicable successor provision of law)principal amount thereof, plus accrued interest to the redemption date, without premium. (eB) A Note relating The Bonds are also subject to redemption prior to maturity in the event of failure by the Company to provide a Substitute Letter of Credit at least forty-five (45) days prior to the Interest Payment Date immediately preceding the expiration date of the Letter of Credit then in effect. In any such Additional event, the Bonds duly executed shall be redeemed, as a whole, on behalf such Interest Payment Date at a redemption price equal to the principal amount to be redeemed, plus accrued interest to the redemption date, without premium. (C) The Bonds are also subject to redemption prior to maturity upon receipt by the Trustee of a written notice from the Bank of the occurrence and continuance of a default by the Company under the Reimbursement Agreement and the Bank's election to compel redemption of the Bonds. In either such event, the Bonds shall be redeemed, as a whole, in the manner provided in this Article III, on the earliest date for which the Trustee can give notice of redemption pursuant to Section 303 hereof, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium. (1) On or prior to the Conversion Date, the Bonds are also subject to redemption prior to maturity in denominations of $5,000 or any integral multiple of $5,000 in excess thereof at the option of the Company and assigned by exercise of its right to prepay the installment purchase payments payable under the Installment Sale Agreement as provided in Section 5.5 of the Installment Sale Agreement, on any Interest Payment Date, in the manner provided in this Article III, at a redemption price equal to the Trusteeprincipal amount thereof, plus accrued interest to the redemption date, without premium. (f2) A copy After the Conversion Date, the Bonds are subject to redemption, at the option of the request filed Company by exercise of its right to prepay the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure installment purchase payments under the Installment Sale Agreement as provided in Section 5.5 thereof, as a whole or in part on any Interest Payment Date occurring after the end of the applicable call protection period at the redemption prices, expressed as percentages of unpaid principal amount to be redeemed, plus accrued interest to the redemption date, determined as follows: the call protection period and redemption prices shall be determined by the Remarketing Agent, after taking into account the factors described in Section 209(B)(2)(e) hereof and such other factors which the Remarketing Agent deems appropriate. The determination of the call protection period and redemption prices by the Remarketing Agent pursuant to and in accordance with respect to such Additional Bonds the terms of the Indenture shall be conclusive and an executed counterpart binding on the Issuer, the Trustee, the Company, the Bank and the Holders of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (iE) Written direction The Bonds will also be subject to scheduled mandatory redemption, by lot in such manner as the Trustee shall deem fair and appropriate for random selection, prior to maturity, commencing December 1, 1999 and on each December and in the principal amounts set forth below: YEAR SINKING FUND PAYMENT YEAR SINKING FUND PAYMENT 1999 $285,000 2006 $385,000 2000 $275,000 2007 $410,000 2001 $290,000 2008 $435,000 2002 $310,000 2009 $460,000 2003 $325,000 2010 $485,000 2004 $345,000 2011 $515,000 2005 $365,000 2012 $540,000 Following retirement by mandatory sinking fund redemption prior to their Stated Maturity, there will remain $575,000 principal amount of the Issuer Bonds maturing on December 1, 2013 to be paid at maturity. (F) In no event shall the Trustee, in connection with any redemption of Bonds under this Section 301, pay any portion of the principal of, premium, if any, or interest on any Bond from other than Non-Preference Moneys. Furthermore, the Trustee shall make such payments by first drawing on the Letter of Credit pursuant to Section 408 hereof. (G) In the event of any partial redemption, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee not more than sixty (60) days prior to the redemption date by lot. The Trustee shall apply any partial redemption payments (other than a scheduled mandatory redemption) to authenticate such Additional Bondsthe schedule of mandatory redemption in inverse order of maturity. After the Conversion Date, if the Bonds are serial bonds as provided in Section 209(B)(2)(e)(ii) hereof, the Bonds shall be redeemed in inverse order of maturity selected by lot. Further, the Trustee may provide for the selection for redemption of portions (equal to $5,000 or any whole multiple thereof) of Bonds of a denomination larger than $5,000. In no event shall the principal amount of Bonds subject to any partial redemption be other than a whole multiple of $5,000; provided, however, that no $5,000 portion of a Bond shall be redeemed if it results in the unredeemed portion of the Bond being less than $100,000.

Additional Bonds. The Issuer, at the request of the Company and to the extent permitted by and consistent with the law in effect at the time thereof, shall use its best efforts to issue Additional Bonds may be issued under and secured by this Indenture at one time or from time to timetime for providing funds (i) to refund, in addition advance or otherwise, the Project Bonds or any Additional Bonds; (ii) to make repairs to the Series 2013 Bonds andFacilities of a major nature arising from casualty or unanticipated conditions; (iii) to acquire, subject construct, equip or improve land, buildings, structures, facilities, machinery or equipment, all to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses be used in connection with the Facilities when such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under acquisition, construction, equipping or improvement will fulfill the provisions purposes of this Section 2.10, the County Court Chapter 165 of the Issuer shall enter an order authorizing Ohio Revised Code, or any successor law; (iv) to pay that portion of the costs of the Facilities as may be in excess of the moneys available therefor in the Construction Fund prior to the issuance of such Additional Bonds; or (v) for any combination of the foregoing, fixing on a parity with the Project Bonds and any Additional Bonds theretofore or thereafter issued and payable from the Bond Fund; provided that before any Additional Bonds are authenticated there is delivered to and filed with the Trustee (a) any necessary amendment to the Loan Agreement so that the aggregate amounts payable by the Company pursuant to the Loan Agreement, as amended, shall be sufficient in amount thereof and designating to make all required payments into the Bond Fund in order to pay, or redeem at or prior to maturity, all Bonds Outstanding then to be refunded with outstanding, and to pay all other charges required to be paid under the proceeds provisions of such the Loan Agreement and this Bond Legislation and all Bond Legislation authorizing Additional Bonds. Such ; and (b) the other items required by Section 2.08 of the Indenture; and provided, further, that prior to the Expiration Date of the Letter of Credit, no Additional Bonds shall be designatedissued unless (i) the proceeds thereof are to be used to refund the Project Bonds, shall be stated in full; or (ii) the Company has received the prior written consent of the Bank to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and in such principal amounts, shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds dated, shall bear interest at such rate or rates, shall be executed substantially in the form subject to redemption at such times and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraphprices, and shall be deposited with mature in such years as the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer Bond Legislation authorizing the issuance of such Additional Bonds in the amount specified thereinthereof shall fix and determine, authorizing the acceptance and assignment of a Note relating subject to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) Section 10 of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law)Legislation. (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. v) So long as the Ground Lease, the Mortgage, the Loan Agreement, the Pledge and Security Agreement, the Promissory Note and the Bond Guaranty Agreement are each in effect, and the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-2/3%) in aggregate principal amount of the Bonds shall have been obtained, one or more Series of Additional Bonds may be issued under issued, authenticated and secured by this Indenture at one time or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, delivered upon original issuance for the purpose of (i) completing the Project, (ii) providing funds for refunding any in excess of Net Proceeds to repair, relocate, replace, rebuild or restore the Bonds then OutstandingFacility in the event of damage, including the payment of any redemption premium thereondestruction or taking by eminent domain, interest to accrue (iii) providing extensions, additions or improvements to the selected redemption dateFacility, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds purpose of which shall be issued under for the provisions of this Section 2.10Approved Project Operations, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds or (iv) refunding Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designatedpayable from the loan payments, receipts and revenues of the Facility including such extensions, additions and improvements thereto. Prior to the issuance of a Series of Additional Bonds and the execution of a Supplemental Indenture in connection therewith, the Issuer and the Company shall enter into an amendment to the Loan Agreement, and the Company shall execute a new Promissory Note, which shall provide, among other things, that the loan payments payable under the Loan Agreement and the aggregate amount to be paid under all Promissory Notes, shall be stated to mature on such date or dates increased and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except computed so as to any difference amortize in full the date, the maturity or maturities, the rate or rates principal of and interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application any other costs in connection therewith. In addition, each of the proceeds of such Additional Bonds Guarantors and the Issuer shall enter into an amendment to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company each Security Document with the Issuer for Trustee which shall provide that the refunding of such Bonds Outstanding, and a certified copy of the order amounts guaranteed or orders of the County Court of the Issuer with respect to such refundingotherwise secured thereunder be increased accordingly. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to the Series 2013 1999 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer Board shall enter an order adopt a resolution authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 1999 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk Secretary of the Issuer, of the order or orders entered resolution adopted by the County Court of the Issuer Board authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders resolution mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities Project or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law), and that the interest on such Additional Bonds will be so excluded from gross income for federal income tax purposes. (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders resolution of the County Court of the Issuer Board with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. So long as the Master Lease is in effect and no Event of Default under the Indenture or the Master Lease has occurred and is continuing and so long as no Event of Nonappropriation has occurred and is continuing, one or more Series of Additional Bonds may be issued, authenticated and delivered for the purpose of financing Costs of Acquisition and Construction of a Project or Projects. The Additional Bonds may be issued under and secured in one or more Series, shall be authenticated by this Indenture at one time or from time to timethe Trustee and, in addition upon payment to the Series 2013 Bonds andTrustee of the proceeds of said sale of Additional Bonds, subject they shall be delivered by the Trustee to or upon the order of the purchasers thereof, but only upon satisfaction of the conditions specified in Section 2.4 hereof and there being filed with the Trustee:‌ (a) Original executed counterparts of a Supplemental Indenture, additional Security Documents or a supplement or amendment (if necessary) to the conditions hereinafter provided in this Section 2.10, Security Documents and Master Lease providing for the purpose financing of a Project and for the issuance of the Additional Bonds and further providing funds for refunding an increase in the Base Rentals to be paid by the Board under the Master Lease in such amount as shall be necessary to pay, assuming that no Event of Default or Event of Nonappropriation shall occur, the principal of, premium, if any, and interest on the Bonds (including the Additional Bonds being issued and the Initial Bonds and any Additional Bonds and Refunding Bonds theretofore issued and Outstanding), and to extend the Lease Term if the maturity of any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under would otherwise occur after the provisions of this Section 2.10, the County Court expiration of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bondsthen current Lease Term. Such Additional Bonds shall be designated, shall be stated to mature on such The date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding of the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or on the Additional Bonds, and the redemption provisions for redemption by sinking fund or otherwise, or (if any) with respect thereto all shall be as otherwise provided in the Agreement Supplemental Indenture; (b) If any of the Bonds theretofore issued were Tax-Exempt Bonds or were designated as Tax Credit Bonds qualifying for Direct Payments, a written opinion of nationally recognized bond counsel, to the effect that the exclusion from gross income of the interest on the Tax-Exempt Bonds theretofore issued or the status of the Bonds as Tax Credit Bonds qualifying for Direct Payments, for federal income tax purposes, will not be adversely affected by the issuance of the Additional Bonds being issued; (c) A date-down endorsement to the ALTA mortgagee title insurance policy issued in connection with regard the issuance of the Initial Bonds (or other Bonds) or commitment therefor or an additional ALTA mortgagee title insurance policy or commitment therefor, which endorsement or policy shall insure to credit enhancementthe date of issuance of such Additional Bonds and the recording of any additional Security Documents or supplement to the Security Documents, if anyrequired, the continuing validity of the lien thereof, as modified by any supplement to the Security Documents, as a first and prior lien on the premises thereby secured, subject only to Permitted Encumbrances, and which endorsement or additional first mortgage bonds policy shall increase the amount of title insurance coverage thereunder by an amount at least equal to the aggregate principal amount of the Company Additional Bonds to secure payments under be issued (or in the Agreement case of Additional Bonds issued to complete or extend a Project previously financed hereunder the endorsement to the original policy for such Project shall‌ increase the coverage to at least the aggregate principal amount of Bonds issued for such Project to be Outstanding following the issuance of such Additional Bonds) and naming the Trustee as an insured. In the event that the property upon which additional projects are to be located has not been acquired at or prior to the time of issuance of the Additional Bonds, the amendment to Master Lease relating to such Additional Bonds shall require that such endorsement or additional title policy with respect to such Additional property be delivered at the time of or prior to any disbursements being made from the Construction Fund with respect to such portion of the Project (except for costs of issuance related to such Bonds, if any, ); (d) If such Series of Additional Bonds shall be on is being issued in whole or in part for construction purposes, (i) a parity copy, duly certified by the Secretary-Treasurer of the Authority, of the project contract and architect’s agreement with respect to such construction and shall be entitled to the same benefit performance and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially payment bond covering such contract or, in the form and manner hereinabove set forthalternative, with a requirement that a copy of such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall documents be delivered to the Trustee prior to the following:time that moneys are withdrawn from the Construction Fund with respect to such portions of the Project, and (ii) a certificate of the architect or engineer responsible for planning and designing any such construction which sets forth the estimated useful life of the Project or Projects, as so improved and extended, in compliance with Section 17D-2-301 of the Act; and (ae) A copy, certified by the County Clerk certificate of the IssuerAuthority, stating that as of the order date of such delivery no event or orders entered by condition has happened or exists and is continuing, or is happening or existing, which constitutes, or which, with notice or lapse of time or both, would constitute, an Event of Default under the County Court Indenture or the Master Lease and there has not occurred and is then continuing an Event of Nonappropriation; provided however that the Issuer authorizing existence of an Event of Default shall not preclude the issuance of any Additional Bonds if: (i) the issuance of such Additional Bonds in otherwise complies with the amount specified therein, authorizing the acceptance provisions hereof and assignment (ii) any Event of a Note relating Default will cease to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that continue upon the issuance of such Additional Bonds and the application of the proceeds thereof. Each Series of such Additional Bonds issued pursuant to the purpose or purposes described in Indenture shall be equally and ratably secured under the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding Initial Bonds and all other Series of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicableRefunding Bonds, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer if any, theretofore issued pursuant to the Trustee to authenticate such Additional BondsIndenture, without preference, priority or distinction of any Bonds over any other thereof.

Additional Bonds. Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to the Series 2013 2004 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer Board shall enter an order adopt a resolution authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 2004 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) : A copy, certified by the County Clerk Secretary of the Issuer, of the order or orders entered resolution adopted by the County Court of the Issuer Board authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) . A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) . An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) . An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders resolution mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of either of the Facilities Projects or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) , and that the interest on such Additional Bonds will be so excluded from gross income for federal income tax purposes. A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) . A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders resolution of the County Court of the Issuer Board with respect to such refunding. (g) . If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) . If applicable, credit enhancement for such Additional Bonds. (i) . Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to After the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any issuance of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue pursuant to the selected redemption dateFirst Supplemental Indenture and the Second Supplemental Indenture, any serial maturities and subject to become due prior to receipt by the selected redemption date and any expenses in connection with such refunding (any such Trustee of the documents listed below, the Issuer may issue one or more series of Additional Bonds to be identified as "Refunding pay the cost of completing the Project, to pay the cost of acquiring, constructing, equipping or completing Project Enhancements, to refund all or part of a Series of Bonds"), or for any combination of such purposes. Before any Each Series of Additional Bonds shall be issued pursuant to a Supplemental Indenture. If such Series of Additional Bonds will be Senior Xxxx Xxxxx they shall be equally and ratably secured under the provisions Indenture with all other Senior Xxxx Xxxxx, without preference, priority or distinction of this Section 2.10any Senior Xxxx Xxxxx over any other Senior Xxxx Xxxxx. If such Series of Additional Bonds will be Subordinate Xxxx Xxxxx they shall be equally and ratably secured under the Indenture with other Subordinate Xxxx Xxxxx, the County Court without preference, priority or distinction of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the any Subordinate Xxxx Xxxxx over any other Subordinate Xxxx Xxxxx. The proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject used to the provisions pay costs of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bondstheir issuance. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, All such Additional Bonds shall be on a parity with of such denomination or denominations, bear such date or dates, bear interest at such rate or rates, have such maturity date or dates, redemption dates and redemption premiums, contain an appropriate series designation and be issued at such price as shall be entitled provided for in the applicable Supplemental Indenture. Additional Bonds may be issued, without condition or qualification, for the limited purpose of funding Safety Compliance Orders, subject to the same benefit requirements of the Initial Loan Agreement set forth in clause (ix) of the definition of Permitted Indebtedness therein and security the TIFIA Loan Agreement set forth in clause (ix) of this Indenture as the Series 2013 definition of Permitted Debt therein. The Trustee shall authenticate and deliver such Additional Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with but only upon receipt by the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee of the following: (a) A copy, certified by the County Clerk certificate of the Issuer, signed by an Issuer Representative, dated as of the order or orders entered by the County Court date of the Issuer authorizing the issuance delivery of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application stating that as of the proceeds thereof.date of such certificate, no event or condition has happened or existed, or is happening or existing, that constitutes, or that, with notice or lapse of time or both, would constitute, an Event of Default by the Issuer under the Indenture (b) A certificate of the Company stating that Borrower, signed by a Borrower Representative, dated as of the Company has approved the issuance date of delivery of such Additional Bonds, including requesting the terms, manner of issuance, purchase price issuance and disposition approving the terms of the proceeds thereofAdditional Bonds and stating (i) the Borrower is in compliance with each Loan Agreement, (ii) the issuance of the Additional Bonds will not cause an Event of Default or covenant violation under any Loan Agreement or other Collateral Documents, and (iii) either that (A) as of the terms date of such certificate no event or condition has happened or has existed, or is happening or existing, that constitutes, or that, with notice or lapse of time or both, would constitute, a Loan Agreement Event of Default under any Loan Agreement or (B) if any such event or condition is happening or existing, specifying such event or condition and conditions of any supplement to this Indenture entered into in connection with stating that such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement event or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that condition will be corrected promptly after the issuance of such Additional Bonds and directly by the application of the proceeds of such Additional Bonds Bonds; (c) A certified copy of a resolution or resolutions of (i) the Issuer authorizing (A) the execution and delivery of a Loan Agreement with respect to the purpose or purposes described in making of a Loan to the order or orders mentioned Borrower of the proceeds of such Additional Bonds, (B) the execution and delivery of a Supplemental Indenture with respect to such Additional Bonds, and (C) the issuance, award, execution and delivery of such Additional Bonds and (ii) the Borrower authorizing the execution of the Loan Agreement referred to in clause (ai)(A); (d) If such Additional Bonds are Senior Xxxx Xxxxx, a certified or bank cashier’s check or federal funds wire or investments, letters of this Section 2.10 will not result credit or surety bond policies qualifying for investment of amounts in the interest on Debt Service Reserve Fund in the amount, if any, necessary, together with any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included funds provided from the proceeds of such Additional Bonds, to increase the amount in gross income for federal income tax purposes, except for interest on any the Debt Service Reserve Fund to not less than the Cumulative Debt Service Reserve Fund Requirement applicable after the issuance of such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law).Additional Bonds; (e) A Note relating to If such Additional Bonds duly executed on behalf are for the purpose of completing the Project or any Project Enhancements for which Bonds have previously been issued, a written statement of the Company Independent Engineer setting forth the Independent Engineer’s (i) estimate of the cost of completing the Project or the applicable Project Enhancements and assigned the date on which the Project or the applicable Project Enhancements will be completed and (ii) opinion that the proceeds of such Additional Bonds, together with any other moneys available for such purpose, will be sufficient to pay the Trustee.cost of completing the Project or the applicable Project Enhancements; provided, that the aggregate principal amount of such Additional Bonds shall not be in an amount greater than 10% of the aggregate principal amount of the Bonds issued to finance the Project or the applicable Project Enhancements, as the case may be; (f) A copy If such Additional Bonds are Senior Xxxx Xxxxx for each 12-month period (beginning on the first day of the request filed by first month after the Company issuance of such Additional Bonds and through the period ending on the latest maturity date of the Senior Xxxx Xxxxx then Outstanding immediately prior to the issuance of such Additional Bonds), the Senior Debt Service Coverage Ratio, calculated in accordance with the Issuer Calculations and Forecasting Agreement, shall be required to be projected to be at least 1.50 to 1.00, taking the proposed Additional Bonds into account, as shown by forecasted statements of Revenues and Operating Costs for the refunding of such Bonds Outstandingperiod, and accompanied by a certified copy statement of the order or orders of the County Court of the Issuer with respect to relevant assumptions upon which such refunding.forecasted statements are based; (g) If applicablesuch Additional Bonds are Subordinate Xxxx Xxxxx, a series calculated in accordance with the Calculations and Forecasting Agreement, for each 12-month period (beginning on the first day of the Company's first mortgage bonds to secure payments under month after the Agreement with respect to issuance of such Additional Bonds and an executed counterpart through the period ending on the latest maturity date of the Senior Xxxx Xxxxx and Subordinate Xxxx Xxxxx then Outstanding immediately prior to the issuance of such Additional Bonds), the Senior Debt Service Coverage Ratio shall be required to be projected to be at least 1.50 to 1.00 and the Total Debt Service Coverage Ratio, calculated in accordance with the Calculations and Forecasting Agreement, shall be required to be projected to be at least 1.20 to 1.00, taking the proposed Additional Bonds into account, as shown by forecasted statements of revenues and expenses for such period, accompanied by a supplemental indenture under statement of the First Mortgage Bonds Indenture relating to relevant assumptions upon which such first mortgage bonds.forecasted statements are based; (h) If applicablesuch Additional Bonds are for the purpose of refunding all or part of one or more Series of Senior Xxxx Xxxxx, (i) If the Bonds to be refunded are to be redeemed prior to maturity, credit enhancement irrevocable instructions from the Borrower and the Issuer, to redeem all Bonds to be redeemed and such evidence as the Trustee deems appropriate as to the adequacy of funds to provide for such redemption and/or payment; and (ii) If all Outstanding Bonds are not to be refunded, either (i) computations (prepared or verified by an independent public accountant), showing that throughout the period beginning on the date of the issuance of the Additional Bonds and ending 12 months after the final maturity of all Bonds outstanding immediately prior to the issuance of such Additional Bonds (other than Bonds being refunded from the proceeds of the Additional Bonds), the Maximum Annual Debt Service (taking into account the issuance of such Additional Bonds) would not be more than the Maximum Annual Debt Service immediately prior to the issuance of such Additional Bonds, or (ii) a certificate meeting the requirements of subsections (f) or (g), as applicable, of this Section 3.2. (i) Written direction A certificate of the Department that the Borrower is in compliance with the Amended and Restated Comprehensive Agreement, delivered after the Trustee has given notice of the proposed issuance of such Additional Bonds to the Department. (j) An original executed counterpart of a Supplemental Indenture authorizing the issuance of the Additional Bonds and an original executed counterpart of a Loan Agreement under which the Issuer agrees to lend the entire proceeds of such Additional Bonds to the Borrower; (k) An executed Note issued in an aggregate principal amount at least equal to the principal amount of such Bonds, assigned by the Issuer to the Trustee; (l) An opinion of counsel that the Supplemental Indenture referred to in paragraph (j) above has been properly authorized, executed and delivered by the parties thereto and represents such parties’ legal, valid and binding obligations; (m) An opinion of counsel to the effect that each of the Loan Agreement, the Note and the assignment of the Note by the Issuer has been properly authorized, executed and delivered and represent such parties’ legal, valid and binding obligations; (n) An opinion of Bond Counsel to the effect that the issuance of such Additional Bonds is permitted under the terms of the Indenture and has been duly authorized by the relevant parties and that the issuance of such Additional Bonds will have no adverse effect upon the exemption from federal income taxation of interest on any Bonds then outstanding; (o) A request and authorization of an Issuer Representative, to the Trustee to authenticate and deliver such Additional BondsBonds to such person or persons named therein upon payment to the Trustee for the account of the Issuer of a specified sum plus accrued interest to the date of delivery. Promptly on receipt thereof, the proceeds of such Additional Bonds shall be deposited by the Trustee as provided in the Supplemental Indenture referred to in subsection (j) above.

Additional Bonds. Additional Bonds The Issuer, at the request of the Company and to the extent permitted by law in effect at the time thereof, may be issued under and secured by this Indenture at one time or issue from time to time, time one or more series of Additional Bonds for the purposes provided in addition to Section 4.2 of the Loan Agreement. Additional Bonds shall be secured equally and ratably with the Series 2013 2010 Bonds andand any other Additional Bonds theretofore issued and then outstanding, subject to the except insofar as any sinking, amortization or other fund, or any terms or conditions hereinafter provided in of redemption or purchase, established under this Section 2.10, Indenture may afford additional benefit or security for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds")particular series. Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be are authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copyitems required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Issuer may not issue, certified and the Issuer expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or any series of Bonds, or any combination thereof, and the provisions of this Indenture governing the issuance of Additional Bonds shall not apply thereto. The proceeds of the issuance and sale of any series of Additional Bonds, including purchase premium, if any, and accrued interest, if any, thereon to the date of delivery thereof paid by the County Clerk of original purchasers thereof, shall be applied simultaneously with the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance delivery of such Additional Bonds in the amount specified therein, manner provided in this Indenture and in the supplemental indenture authorizing the acceptance and assignment of a Note relating to such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued unless (i) the Loan Agreement is in effect, and providing for (ii) at the application time of the proceeds thereof. issuance there is no Event of Default (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13the Loan Agreement) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Loan Agreement with respect to such Additional Bonds and an executed counterpart or Event of a supplemental indenture Default under the First Mortgage Bonds Indenture relating to such first mortgage bondsthis Indenture. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. (a) Subject to this Section 3.06, the Authority may from time to time issue one or more series of Additional Bonds may payable from and secured by Revenues on parity with all other Outstanding Bonds. Bonds issued pursuant to this Section 3.06 shall be issued under and secured by this pursuant to a Supplemental Indenture at one time which shall specify: (1) The maturity date or from time to timedates of such Additional Bonds, which shall be November 1 in addition to the Series 2013 Bonds andany given year; (2) The interest payment dates, subject to the conditions hereinafter provided in this Section 2.10which shall be May 1 and November 1; (3) The terms, if any, for the purpose call and redemption of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds prior to be identified as "Refunding Bonds"). Before maturity; and (4) The interest rate or rates on such Additional Bonds and any other matters deemed appropriate or necessary and not inconsistent with the provisions of this Indenture. (b) All of the Additional Bonds shall be issued executed by the Authority for issuance under the provisions of this Section 2.10, Indenture and delivered to the County Court Trustee and thereupon shall be delivered by the Trustee upon the Request of the Issuer shall enter an order Authority but only upon receipt by the Trustee of the following documents or money or securities: (1) A certified copy of the Supplemental Indenture authorizing the issuance of such Additional Bonds, fixing ; (2) A Request of the amount thereof and designating Authority as to the Bonds Outstanding to be refunded with the proceeds delivery of such Additional Bonds. Such ; (3) An opinion of Bond Counsel substantially to the effect that (i) the Authority has the right and power under the Act to execute and deliver such Supplemental Indenture, and such Supplemental Indenture has been duly executed and delivered by the Authority, and the Indenture and such Supplemental Indentures are in full force and effect and are valid and binding upon the Authority and enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights and similar qualifications); (ii) such Additional Bonds shall be designatedare valid and binding special obligations of the Authority, shall be stated to mature on such date or dates and enforceable in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and accordance with their terms (except as enforcement may be made redeemable at such times limited by bankruptcy, insolvency, reorganization and prices (other similar laws relating to the enforcement of creditors’ rights) and are subject to the terms of the Indenture and all Supplemental Indentures and entitled to the benefits of the Indenture and all such Supplemental Indentures and the Act, and such Additional Bonds have been duly and validly issued in accordance with the Act and the Indenture and all such Supplemental Indentures; and (iii) the obligation of the City to make the Base Rental Payments during the term of the Sublease as amended pursuant to subsection (b)(4) of this Section 3.06 is a valid and binding obligation of the City. (4) A Certificate of the Authority (i) certifying that the Authority is in compliance in all material respects with all agreement and covenants contained herein and that no Event of Default has occurred or is continuing; (ii) stating that the Authority and the City have entered into an amendment to the Sublease pursuant to which the City is obligated to make Base Rental Payments at times and in amounts sufficient to provide for payment of the principal of and interest on the Bonds (including such Additional Bonds) which will be Outstanding following the sale and delivery of such Additional Bonds; (iii) stating that provisions have been made for the deposit into the Reserve Account of an amount, if any, necessary to increase the balance therein to the Reserve Requirement, as calculated at the time such Additional Bonds are issued; and (iv) containing such additional statements as may be reasonably necessary to show compliance with the requirements of the Indenture; (5) An executed copy of the amendment to the Sublease; and Such further documents, money and securities as are required by the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing Indenture and the Supplemental Indenture providing for the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. To the extent necessary to provide funds to pay the cost of constructing or acquiring additions, extensions and improvements to said Airport System (each being referred to herein as an “Airport System Project”), Additional Bonds may be issued under and secured by this Indenture Trust Agreement, at one time or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of Section 2.10 of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional BondsArticle. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or yearsdated, shall bear interest, payable on such dates, interest at such a rate or rates not exceeding the maximum rate then permitted by lawlegal rate, and may shall mature in such years and amounts, all as shall be made redeemable at such times hereafter determined by resolution of the Authority and prices (subject to specified in the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing supplemental trust agreement entered into in connection with the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Bonds.‌ Such Additional Bonds shall be executed substantially in the form and manner hereinabove herein set forth, with such changes as may be necessary or appropriate variations, omissions and insertions as indicated in to conform to the preceding paragraphprovisions of the resolution authorizing the issuance of such Additional Bonds, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to filed with the Trustee the following: (a) A copycertified copy of a resolution adopted by the Authority, certified by the County Clerk Secretary of the IssuerAuthority, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof.; (b) A certificate certified copy of a resolution adopted by the Authority, certified by the Secretary of the Company Authority, awarding such Additional Bonds, specifying the interest rate or rates of such Additional Bonds and directing the authentication and delivery of such Additional Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) [Intentionally Deleted.] (d) [Intentionally Deleted.] (e) [Intentionally Deleted.] (f) Certificates, to be executed respectively by the Trustee and the Authority with respect to the funds and accounts held by each, stating that all payments into the Company has approved Sinking Fund, the issuance Reserve Fund and the Operation and Maintenance Fund have been made in full, as required by this Trust Agreement to the date of delivery of such Additional Bonds, including that such accounts are current, and that there are no deficiencies in the terms, manner amounts required to be on deposit therein. The Authority shall also certify that all payments into the various other Funds and Accounts herein provided for have been made in full as required by this Trust Agreement to the date of issuance, purchase price and disposition delivery of the proceeds thereofAdditional Bonds or, if any such deficiency exists, a statement by the Authority that (i) such funds and accounts were fully funded as of the terms last day of the prior Fiscal Year and conditions (ii) the Authority has made arrangements through proposed rate increases, cost reductions or otherwise, to cause such funds and accounts to be fully funded and current as of any supplement to this Indenture entered into in connection with such Additional Bonds.the last day of the current Fiscal Year; (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (dg) An opinion of nationally recognized counsel experienced on for the subject Authority stating that the signer is of municipal bonds the opinion that the issuance of such Additional Bonds and has been duly authorized, that all conditions precedent to the application of the proceeds delivery of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture has been fulfilled, and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such that said Additional Bonds have been duly executed on behalf sold in accordance with all requirements of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds.Florida law; and (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction Either of the Issuer to the Trustee to authenticate such Additional Bonds.following:

Additional Bonds. Additional Bonds may be issued under and secured by pursuant to this Indenture at one time or from time to time, in addition to the Series 2013 Bonds and, subject to under the conditions hereinafter and in the manner provided in this Section 2.10. Additional Bonds may be issued from time to time for any one or more of the following purposes: (a) financing the costs of the acquisition or construction of new Facilities or improvements to the Facilities, for or (b) refunding of all or a portion of one or more Series of Bonds issued pursuant hereto. In the event Additional Bonds are issued, the Issuer and Trustee shall enter into a Supplemental Indenture, the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds which shall be issued under to impose the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security lien of this Indenture upon the Trust Estate as the Series 2013 Bondssecurity therefor. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such No Additional Bonds shall be authenticated and delivered by the Trustee unless there has been filed with the Trustee, there shall be delivered to the Trustee the following: (a) A copyThe resolutions, certified by the County Clerk documents and opinions required for delivery of the IssuerBonds pursuant to Section 2.05 hereof, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof.appropriately modified; (b) A certificate of The Supplemental Indenture specifically authorized the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds.bonds; (c) An executed counterpart of any amendment Issuer's Certificate to the Agreement and any supplement to this Indenture effect that the Issuer is not in connection with such Additional Bonds default hereunder; and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion (i) A certificate of nationally recognized counsel experienced on an Authorized Representative to the subject of municipal bonds effect that the issuance Net Pledged Revenues plus any amounts earmarked for capitalized interest for each of such Additional the preceding two Fiscal Years have equaled or exceeded % of Maximum Annual Debt Service on all Outstanding Bonds and the application of the proceeds of such Additional Bonds to be issued, taking into effect the purpose or purposes described additional Debt Service Charges to be incurred following issuance thereof and, in the order or orders mentioned in clause (a) event of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of existing Bonds, taking into account the defeasance of such existing Bonds Outstanding, being refunded and a certified copy the elimination of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.Debt Service Charges associated therewith;

Additional Bonds. (a) . (a) Additional Bonds may may, upon the satisfaction of the conditions set forth in this Section, be issued under in the amounts and secured by this Indenture at one time or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds")purposes permitted herein. Before any All Additional Bonds shall rank pari passu with the Initial Bonds, shall be secured by the Collateral and shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form, and be issued under at such prices as shall be approved in writing by the provisions Company. (b) Upon (i) the satisfaction of the applicable conditions set forth in paragraph (c) of this Section 2.102.3, (ii) the execution and delivery of (x) an appropriate Supplemental Indenture in compliance with paragraph (c) of this Section 2.3, and (y) appropriate supplements to the Financing Documents (if any), and (iii) receipt by the Securities Intermediary of an Officer's Certificate confirming that the sum of cash and Permitted Investments in, plus, if applicable, the County Court available amount of any Acceptable Credit Support provided for, the Issuer shall enter an order authorizing Debt Service Reserve Account shall, after giving effect to the issuance of such Additional Bonds, fixing be equal to the amount thereof and designating Debt Service Reserve Required Balance, the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Company shall execute Additional Bonds shall be designated, shall be stated and deliver them to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by lawTrustee, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by Trustee upon the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds written request of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of authenticate such Additional Bonds and deliver them to the application of purchasers thereof as may be directed by the proceeds of such Company; provided, however, that notwithstanding anything to the contrary contained herein, no Additional Bonds to may be issued hereunder (A) without the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series prior written consent of the Company's first mortgage bonds to secure payments under , and (B) at any time when a Default or Event of Default shall have occurred and be continuing or if such issuance would, upon notice or the Agreement with respect to such Additional Bonds and an executed counterpart passage of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicabletime, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.cause a

Additional Bonds. (a) Additional Bonds may be issued under and secured by this Indenture at one time or from time to timemay, in addition to the Series 2013 Bonds and, subject to upon satisfaction of the conditions hereinafter provided set forth in this Section 2.102.3, be issued in the amounts and for the purpose purposes permitted herein. All Additional Bonds shall (i) rank pari passu with the Initial Bonds in all respects (except, with respect to allocation of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses received in connection with any mandatory redemption under Section 3.2(a)(iii) (Mandatory Redemption) to the extent the funds received by the Trustee represent PECO Buy-Out Proceeds, which proceeds shall be applied to the redemption of the Initial Bonds prior to being applied to the redemption of any Additional Bonds), (ii) be secured by the Collateral as set forth in the Security Documents and (iii) be secured by the Indenture Collateral as set forth herein. All Additional Bonds shall bear such refunding date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as approved in writing by the Partnership. (b) Upon (i) satisfaction of the applicable conditions set forth in this Section 2.3, (ii) the execution and delivery of an appropriate Supplemental Indenture in compliance with clause (d) of this Section 2.3, (iii) the execution and delivery of appropriate supplements, amendments or modifications to or of the Financing Documents (in respect of which the consent of the Trustee and the Holders shall not be required; provided, however, if such supplements, amendments or modifications change the rights or obligations of the Trustee, as determined by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with any such supplements, amendments or modifications) and (iv) receipt by the Trustee of an Officer's Certificate from the Partnership confirming that all conditions precedent to the issuance of Additional Bonds or incurrence of Permitted Indebtedness, as applicable, set forth in this Agreement and the Common Agreement have been satisfied or waived, the Partnership shall execute Additional Bonds and deliver them to the Trustee, and the Trustee, upon the written request of the Partnership, shall authenticate such Additional Bonds and deliver them to the purchasers thereof as may be identified as "Refunding Bonds"). Before any directed by the Partnership in writing; provided, however, that, notwithstanding anything to the contrary contained herein, no Additional Bonds shall be issued under hereunder without the provisions of this Section 2.10, the County Court written consent of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional BondsPartnership. (c) An executed counterpart Upon the issuance of any amendment to Additional Bonds, the Agreement and any supplement Partnership shall promptly provide the Trustee with a revised Schedule I to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or that will provide for the delivery payment of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to principal on such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that Prior to the issuance of such Additional Bonds and hereunder, the application of the proceeds of such Additional Bonds to the purpose following shall be established in one or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds.more Supplemental Indentures: (i) Written direction the title of the Issuer Additional Bonds (which shall distinguish the Additional Bonds from all other Bonds) and the form or forms of such Bonds; (ii) any limit upon the aggregate principal amount of the Additional Bonds that may be authenticated and delivered under this Indenture (except for Additional Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds and except for Additional Bonds that are deemed never to have been authenticated and delivered hereunder); (iii) the date or dates on or as of which the Additional Bonds shall be dated; (iv) the date or dates on which the principal of the Additional Bonds is payable the amounts of principal payable on such date or dates and the Regular Record Date for the determination of Holders to whom principal is payable; (v) the rate or rates at which the Additional Bonds shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Trustee Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to authenticate whom interest is payable; (vi) the place or places where (A) the principal of, premium (if any), and interest on the Additional Bonds shall be payable, (B) Additional Bonds may be surrendered for registration of transfer or exchange and (C) notices and demands to or upon the Partnership in respect of the Additional Bonds and this Indenture may be served; (vii) the price or prices at which, the period or periods within which and the terms and conditions upon which the Additional Bonds may be redeemed, in whole or in part, at the option of the Partnership; (viii) the obligation (if any) of the Partnership to redeem, purchase or repay Additional Bonds pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which Additional Bonds shall he redeemed, purchased or repaid, in whole or in part, pursuant to such obligations; (ix) if other than denominations of $100,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Additional Bonds shall be issuable; (x) the restrictions or limitations (if any) on the transfer or exchange of the Additional Bonds; (xi) the obligation (if any) of the Partnership to file a registration statement with respect to the Additional Bonds or to exchange the Additional Bonds for Bonds registered pursuant to the Securities Act; (xii) any trustees, authenticating agents, paying agents, warrant agents, transfer agents or registrars with respect to the Additional Bonds; and (xiii) any other terms of the Additional Bonds (which terms shall not contravene the provisions of this Indenture) including any terms related to the redemption of the Additional Bonds; provided that such terms shall be no more favorable to the Holders of Additional Bonds than the corresponding terms contained herein.

Additional Bonds. Additional Bonds The Authority, at the request of the Company and to the extent permitted by law in effect at the time thereof, may be issued under and secured by this Indenture at one time or issue from time to time, time one or more series of Additional Bonds for the purposes provided in addition to Section 4.2 of the Loan Agreement. Additional Bonds shall be secured equally and ratably with the Series 2013 2021B Bonds andand any other Additional Bonds theretofore issued and then outstanding, subject to the except insofar as any sinking, amortization or other fund, or any terms or conditions hereinafter provided in of redemption or purchase, established under this Section 2.10, Indenture may afford additional benefit or security for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds")particular series. Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be are authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copyitems required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Authority may not issue, certified and the Authority expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plants, or to refund all or any principal amount of all or any series of Bonds, or any combination thereof, and the provisions of this Indenture governing the issuance of Additional Bonds shall not apply thereto. The proceeds of the issuance and sale of any series of Additional Bonds, including purchase premium, if any, and accrued interest, if any, thereon to the date of delivery thereof paid by the County Clerk of original purchasers thereof, shall be applied simultaneously with the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance delivery of such Additional Bonds in the amount specified therein, manner provided in this Indenture and in the supplemental indenture authorizing the acceptance and assignment of a Note relating to such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued unless (i) the Loan Agreement is in effect, and providing for (ii) at the application time of the proceeds thereof. issuance there is no Event of Default (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13the Loan Agreement) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Loan Agreement with respect to such Additional Bonds and an executed counterpart or Event of a supplemental indenture Default under the First Mortgage Bonds Indenture relating to such first mortgage bondsthis Indenture. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. As long as the Agreement is in effect, one or more series of Additional Bonds may be issued under issued, authenticated and secured by this Indenture at one time or from time to time, in addition to delivered for the Series 2013 Bonds and, subject to the conditions hereinafter purposes provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional BondsAgreement. Such Additional Bonds shall be designated, payable solely from the amounts payable under the Agreement (except to the extent paid out of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the investment thereof). The Additional Bonds of each such series shall be stated authenticated by Trustee and, upon payment to mature on the Trustee of the proceeds of the sale of such series of Additional Bonds, they shall be delivered by Trustee to or upon the order of the initial purchasers thereof, but only upon there being filed with Trustee: (a) Original, executed counterparts of a Supplemental Indenture and an amendment of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of Additional Bonds, together with certificates, documents and opinions relating to the Additional Bonds, the Supplemental Indenture and the amendment to the Agreement (if any) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory to the Trustee. The date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding of the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest on the Additional Bonds, the time or times of payment of the provisions for redemption by sinking fund or otherwiseinterest thereon and the principal thereof, or and, except as otherwise provided in herein, the Agreement with regard to credit enhancementredemption provisions, if any, or additional first mortgage bonds of with respect thereto all shall be as provided in the Company to secure payments under Supplemental Indenture, rather than as provided in this Indenture, and may differ from the Agreement provisions with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 1989 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) A certificate An opinion of Bond Counsel as to the due existence and authority of the Company stating that Issuer; the Company has approved valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933, as amended; the exclusion from gross income for Federal income tax purposes of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable on the Series 1989 Bonds and any other Additional Bonds then Outstanding, after giving effect to the issuance of such series of Additional Bonds; and the continued exemption from taxation by the State (except inheritance, including the terms, manner of issuance, purchase price estate and disposition transfer taxes) of the proceeds thereof, Series 1989 Bonds and any other Additional Bonds then Outstanding and the terms and conditions income therefrom, after giving effect to the issuance of any supplement to this Indenture entered into in connection with such series of Additional Bonds. (c) An executed counterpart of any amendment A written order to the Agreement Trustee by the Issuer to authenticate and any supplement to this Indenture in connection with such deliver the Additional Bonds and, if applicable, credit enhancement to the initial purchaser or the delivery purchasers therein identified upon payment to Trustee of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bondsspecified sum plus accrued interest. (d) An Any other certificate, opinion of nationally recognized counsel experienced on or documents specified in the subject of municipal bonds that Supplemental Indenture authorizing the issuance of such the Additional Bonds. Each series of Additional Bonds and the application of the proceeds of such Additional Bonds issued pursuant to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued shall be equally and ratably secured under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Series 1989 Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a all other series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction , if any, theretofore issued pursuant to this Section, without preference, priority or distinction of the Issuer to the Trustee to authenticate such Additional Bonds.any Bonds over any other thereof. [End of Article II]

Additional Bonds. Additional Bonds may be issued under and secured by this Indenture at one time or (a) The Authority shall have the right from time to timetime to issue Additional Bonds, in addition to the Series 2013 including Long Term Bonds and, subject to the conditions hereinafter provided in this Section 2.10and Interim Indebtedness, for the purposes only of (i) providing moneys to finance Improvements, (ii) providing additional moneys, if necessary, to complete any Improvement for which Bonds have been issued, (iii) refunding and advance refunding for any lawful purpose any Outstanding Bonds or Subordinated Obligations, or (iv) any combination of providing funds for refunding any of the Bonds then Outstanding(i), including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"ii) or (iii). Before any The proceeds from the sale of Additional Bonds shall be issued under allocated and deposited in the provisions of this Section 2.10, Funds in the County Court of manner provided in the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding Bond Proceedings relating to be refunded with the proceeds of such those Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Those Additional Bonds shall be on a parity with the Series 2019 Bonds and shall be entitled any Additional Bonds theretofore or thereafter issued as to the same benefit and security of this Indenture CFC Master Trust Agreement and the pledge of the Pledged Revenues and the Pledged Funds (except as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially otherwise provided or authorized in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraphthis CFC Master Trust Agreement, and shall be deposited with except as to any provision made under Section 2.11 or 3.04) to provide for payment of Debt Service Charges on the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. (b) Prior to initial authentication of any Additional Bonds, the Authority shall have furnished either of the following to the Trustee: (i) A certificate of a Consultant to the effect that the CFC Revenues expected to be collected by the Authority during the Period of Review, adjusted to reflect, if necessary, rates of CFCs approved by the Authority before the issuance of those Additional Bonds, will aggregate in an amount not less than the sum of (A) One hundred percent (100%) of the amounts required by Section 5.03 to be deposited into the CFC Debt Service Reserve Fund, the CFC Debt Service Coverage Fund, the CFC Administrative Costs Fund and the CFC Renewal and Replacement Fund in each Fiscal Year of the Period of Review plus (B) One hundred twenty-five percent (125%) of the maximum amount required to be paid as Debt Service Charges in each Fiscal Year of the Period of Review on account of all Bonds then Outstanding, including the Additional Bonds proposed to be issued, (ii) A certificate of the Company stating Chief Financial Officer to the effect that the Company CFC Revenues, during the Most Recent Audit Year, adjusted to reflect, if necessary, rates of CFCs approved by the Authority before the issuance of those Additional Bonds, will aggregate in an amount not less than the sum of (A) One hundred percent (100%) of the amounts required by Section 5.03 to have been deposited into the CFC Debt Service Reserve Fund, the CFC Debt Service Coverage Fund, the CFC Administrative Costs Fund and the CFC Renewal and Replacement Fund during such Most Recent Audit Year plus (B) One hundred twenty-five percent (125%) of the maximum amount required to be paid as Debt Service Charges in the then current or any succeeding Fiscal Year on account of all Bonds then Outstanding, including the Additional Bonds proposed to be issued. However, notwithstanding the foregoing, Additional Bonds may be issued to provide for the completion of any Improvement if the principal amount of the Additional Bonds for the purpose does not exceed 10% of the total cost of that Improvement, or to refund or advance refund Bonds if the Debt Service Charge requirements for the Additional Bonds do not exceed by more than 5% in any Fiscal Year the Debt Service Charge requirements in the same Fiscal Year on the Bonds being refunded, in each case without the necessity of the written statement by the Consultant or certification by the Chief Financial Officer as otherwise required under this paragraph (b). (iii) If the Additional Bonds are in whole or in part to refund or advance refund any Outstanding Bonds or Subordinated Obligations, evidence satisfactory to the Trustee that either: (A) Provision has approved been made to assure that moneys sufficient to retire the Bonds or the Subordinated Obligations to be refunded will be available in the possession of the Trustee, in accordance with, as applicable, this CFC Master Trust Agreement, at the time provided for retirement thereof under the plan for refunding, and are committed to that purpose, (B) If the Additional Bonds are in whole or in part to refund Outstanding Bonds or Subordinated Obligations which at the time of issuance of the Additional Bonds will not be deemed to have been paid and discharged under this CFC Master Trust Agreement, or an applicable Subordinated Obligations Trust Agreement, money sufficient to pay interest accrued and to accrue and any principal payable on such Additional Bonds prior to the retirement of the refunded Bonds or Subordinated Obligations has been deposited in the CFC Debt Service Fund or the Subordinated Obligations Debt Service Account, respectively, without impairment of any provision or covenant of this CFC Master Trust Agreement or of the Bond Legislation or CFC Supplemental Trust Agreement authorizing the issuance of Additional Bonds, or the Subordinated Obligations Trust Agreement authorizing the issuance of the Subordinated Obligations, and from appropriate sources other than the CFC Revenue Fund and the CFC Debt Service Reserve Fund, or the Subordinated Obligations Debt Service Account in the case of any Subordinated Obligations, except to the extent of any money in those funds in excess of the balances required to be maintained in them under the provisions of this CFC Master Trust Agreement (the transfer of which excess money for such purpose is hereby authorized) or an applicable Subordinated Obligations Trust Agreement or will be deposited directly in the CFC Debt Service Fund or the Subordinated Obligations Debt Service Account, respectively, from appropriate portions of the proceeds from the sale of such Additional Bonds pursuant to the related Bond Legislation and CFC Supplemental Trust Agreement. (c) In the event any Bonds Outstanding are or any proposed series of Bonds are to be Balloon Bonds, then Debt Service Charges on such Balloon Bonds shall be deemed to be calculated for purposes of Sections 2.05 and 4.02, whether for any period prior to or after the date of calculation, as follows: (i) If such Balloon Bonds are not Capital Appreciation Bonds, by assuming that such Bonds will be amortized on the basis of level debt service over the Assumed Amortization Period beginning on the date on which principal on the Balloon Bonds is payable and that such Bonds bear interest at the Assumed Interest Rate. (ii) If such Balloon Bonds are Capital Appreciation Bonds, by assuming that the Compound Accreted Amount of such Bonds at maturity is to be amortized on the basis of level principal payments over the Assumed Amortization Period. (d) In the event any Bonds Outstanding are or any proposed series of Bonds are to be Variable Rate Additional Bonds, then Debt Service Charges on such Variable Rate Additional Bonds shall be deemed to be calculated for purposes of Sections 2.05 and 4.02, whether for any period prior to or after the date of calculation, by assuming that such Bonds will be amortized on the basis of level debt service over the Assumed Amortization Period beginning on the date on which principal on the Variable Rate Additional Bonds is payable and that such Bonds bear interest at the Variable Rate Debt Interest Rate. (e) In making the calculation for purposes of the written statements of the Consultant or the certificate of the Chief Financial Officer under Subsection (b) above, in the case of the issuance of Additional Bonds to refund or advance refund any Outstanding Bonds and provided that such Outstanding Bonds to be refunded or advance refunded have been defeased in accordance with Article IX hereof, payments into the CFC Debt Service Fund on account of Debt Service Charge requirements on the Additional Bonds will be used in lieu of such payments on account of Debt Service Charge requirements on the Bonds being refunded. (f) In making the calculation for purposes of the written statements of the Consultant under Subsection (b) above, the Consultant may (i) assume that the rate of the levy of CFCs in effect on the date of issuance of such Series of Bonds will be in effect for the entire forecast period, (ii) assume a higher rate to the extent the Authority has officially imposed an increase in CFCs prior to the date of the Consultant's report and (iii) take into account projected rental transactions days based in part on its projection of the growth in enplaned passengers within the Airport for the Period of Review, as reflected in an accompanying financial analysis provided in connection with the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.

Additional Bonds. One or more series of Additional Bonds may be authorized and delivered for the purposes set forth herein. (a) Additional Bonds consisting of Facility Operations Bonds may be issued for the purposes set forth in Section 2.07(b). Additional Bonds consisting of Refunding Bonds may be issued for the purposes set forth in Section 2.07(c) and (d). All such Additional Bonds shall be issued in accordance with Section 2.02 hereof and this Section 2.07. The Additional Bonds of any such series shall be authenticated and delivered by the Trustee only upon receipt by it (in addition to the documents, securities and moneys required by Section 2.01 hereof) of a certificate of a Company Representative stating that all required deposits to all funds, accounts and subaccounts hereunder are current and that no Event of Default under the Facility Lease Agreement has occurred and is continuing and no event which with the passage of time or notice or both would constitute an Event of Default under the Facility Lease Agreement has occurred, provided, however, such Additional Bonds may be issued under and secured by this Indenture at one time if such Event of Default or from time to time, in addition to the Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to insufficient fund balance would be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing cured upon the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds may be issued as Current Interest Bonds, Variable Rate Bonds, Capital Appreciation Bonds, Capital Appreciation and Income Bonds. Optional Tender Bonds (provided the Issuer shall deliver to the Trustee upon the authentication of such Bonds a Credit Facility which the Trustee or another agent may draw upon to pay the Purchase Price of any such Bonds), Serial Bonds or Term Bonds or any combination thereof, all as provided in the supplemental indenture providing for their issuance. (b) Facility Operation Bonds may be designatedissued to refurbish, shall upgrade, modify or add to the Project so long as (Y) the Company certifies in writing to the Trustee and the Independent Engineer confirms (such confirmation not to be stated to mature on such date unreasonably withheld or dates and delayed) that (i) there will be no fundamental change in such year or yearsthe use of the Facility as a result of the additional investment, shall bear interest, payable on such dates, at such rate or rates not exceeding (ii) the maximum rate then permitted waste disposal capacity of the Facility will not be increased by lawmore than 25%, (iii) the proceeds of such Additional Bonds will be sufficient for the proposed purpose; and may be made redeemable at such times (iv) the proposed purpose of the additional investment is not reasonably expected to have a Material Adverse Effect and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing Z) the issuance of such Additional Bonds. Except as to any difference the Facility Operation Bonds shall have been approved in writing by the date, the maturity or maturities, the rate or rates Owners of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided not less than two-thirds in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds aggregate principal amount of the Company Series 1999A Bonds and the Series 1999B Bonds voting as a single class. No Additional Bonds may be issued under Section 2.07(b) without the prior written consent of the Company. All repairs, restorations, improvements, extensions or facilities financed in whole or in part with the proceeds of Additional Bonds shall become a part of the Project and shall also be part of the Trust Estate. (c) Refunding Bonds may be issued to secure payments under refinance any Bonds (i) upon the Agreement occurrence of a Determination of Taxability with respect to such Additional Bondsthe Bonds proposed to be refunded, or (ii) if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, when there shall be delivered to the Trustee a certificate of a Company Representative, confirmed in writing by the followingIndependent Engineer (such confirmation not to be unreasonably withheld or delayed), confirming that: (aA) the annual Debt Service requirements for the Bonds (after the issuance of such Refunding Bonds) do not exceed the annual Debt Service requirements for the Bonds (prior to the issuance of such Refunding Bonds) by more than 5% for any Fiscal Year during the remaining term of the Bonds Outstanding prior to such date; or (B) the issuance of the Refunding Bonds shall have been approved in writing by the Owners of not less two-thirds in aggregate principal amount of the Series 1999A Bonds and the Series 1999B Bonds voting as a single class. (d) In the event of a Stock Sale, Additional Bonds shall be issued, in exchange for the Outstanding Series 1999A Bonds and the Outstanding Series 1999B Bonds, with the terms and provisions set forth or described in the Stock Purchase Agreement and any supplemental indenture related to such Additional Bonds or any related documents, provided that such terms and provisions shall have been approved in writing by the Owners of at least 66-2/3% in aggregate outstanding principal amount of the Series 1999A Bonds and the Series 1999B Bonds voting as a single class. (e) Prior to the delivery by the Issuer of any Additional Bonds there shall be filed with the Trustee the following (in addition to one of the certificates described above): (i) A copy, certified supplement to this Indenture executed by the County Clerk Issuer and the Trustee creating such Additional Bonds and specifying the terms thereof in accordance with Section 2.02 hereof including, without limitation, (A) if such Bonds will be entitled to the benefits of a Debt Service Reserve Account, providing for a deposit to a Debt Service Reserve Account of the Issueramount, if any, necessary so that the amount therein equals the Debt Service Reserve Account Requirement calculated in accordance with this Indenture and the related supplemental indenture immediately after such delivery, to the extent not funded from any other source, (B) in connection with the issuance of Facility Operation Bonds, requisition and other withdrawal requirements relating to draws to be made from appropriate accounts and subaccounts in the Construction Fund and (C) until the first date on which none of the order or orders entered Series 1999A Bonds shall remain Outstanding and the Tax Equalization Account shall be closed, providing for deposits into the Tax Equalization Account to secure such Bonds on a parity with the other Bonds secured thereby. (ii) A supplement to the Facility Lease Agreement executed by the County Court Issuer and the Company whereby the Company acknowledges the issuance of such Bonds and agrees to adjust its Lease Payments to cover Debt Service on such Bonds. (iii) A certificate executed by a Company Representative to the Issuer authorizing effect that no Event of Default under the Facility Lease Agreement has occurred and is continuing and no event which with the passage of time or notice or both would constitute an Event of Default has occurred, unless the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment would cure such Event of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereofDefault. (bA) A certificate If the Additional Bonds are intended to be Tax-Exempt Bonds, an opinion of Bond Counsel to the effect that (1) the interest on such series of Additional Bonds is not includable in the gross income of the Company stating that the Company has approved the issuance of such Additional BondsOwners thereof for federal income tax purposes, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c2) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in adversely affect the tax status of interest on any the then Outstanding Tax-Exempt Bonds theretofore issued under and (3) such supplements to this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposesthe Facility Lease Agreement have been duly authorized, except for interest on any such Bond held executed and delivered by a "substantial user" the Issuer and constitute the valid and binding obligations of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law)Issuer. (eB) A Note relating to such If the Additional Bonds are not intended to be Tax-Exempt Bonds, an opinion of Bond Counsel to the effect set forth in Section 2.07(e)(iv)(A)(2) and (3) above. (v) An Opinion of Counsel to the Company to the effect that the supplement to the Facility Lease Agreement has been duly authorized, executed on behalf of and delivered by the Company and assigned to constitutes the Trusteevalid and binding obligation of the Company. (fvi) A copy written request of the request filed by the Company with the an Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer Representative to the Trustee to authenticate and deliver such Additional Bonds.

Additional Bonds. Additional Bonds The Authority, at the request of the Company and to the extent permitted by law in effect at the time thereof, may be issued under and secured by this Indenture at one time or issue from time to time, time one or more series of Additional Bonds for the purposes provided in addition to Section 4.2 of the Loan Agreement. Additional Bonds shall be secured equally and ratably with the Series 2013 2021A Bonds andand any other Additional Bonds theretofore issued and then outstanding, subject to the except insofar as any sinking, amortization or other fund, or any terms or conditions hereinafter provided in of redemption or purchase, established under this Section 2.10, Indenture may afford additional benefit or security for the purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds")particular series. Before any Additional Bonds shall be issued under the provisions of this Section 2.10, the County Court of the Issuer shall enter an order authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be are authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: (a) A copyitems required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Authority may not issue, certified and the Authority expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or any series of Bonds, or any combination thereof, and the provisions of this Indenture governing the issuance of Additional Bonds shall not apply thereto. The proceeds of the issuance and sale of any series of Additional Bonds, including purchase premium, if any, and accrued interest, if any, thereon to the date of delivery thereof paid by the County Clerk of original purchasers thereof, shall be applied simultaneously with the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance delivery of such Additional Bonds in the amount specified therein, manner provided in this Indenture and in the supplemental indenture authorizing the acceptance and assignment of a Note relating to such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued unless (i) the Loan Agreement is in effect, and providing for (ii) at the application time of the proceeds thereof. issuance there is no Event of Default (b) A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the terms and conditions of any supplement to this Indenture entered into in connection with such Additional Bonds. (c) An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. (d) An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13the Loan Agreement) of the 1954 Code (or any applicable successor provision of law). (e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee. (f) A copy of the request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the order or orders of the County Court of the Issuer with respect to such refunding. (g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Loan Agreement with respect to such Additional Bonds and an executed counterpart or Event of a supplemental indenture Default under the First Mortgage Bonds Indenture relating to such first mortgage bondsthis Indenture. (h) If applicable, credit enhancement for such Additional Bonds. (i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.