Common use of Conditions Precedent to Issuance of Each Bond Letter of Credit Clause in Contracts

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the Administrative Agent shall have received the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian. (ii) Certified copies of the applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such Borrower authorized to sign the Related Documents to which such Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably request. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and the applicable LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as the Administrative Agent or such LC Issuing Bank may reasonably request. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such Borrower of each Related Document to which such Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) Each Related Document to which such Borrower is a party in connection with such Bond Letter of Credit has been duly executed and delivered by such Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by such Borrower of any Related Document to which such Borrower is a party in connection with such Bond Letter of Credit, except for such Governmental Approvals that will have been obtained and will be in full force and effect on or prior to the date of execution and delivery of such Related Documents. (iv) The representations and warranties of such Borrower in the Related Documents to which such Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respects.”. (e) The following new subsection (j) is inserted after Section 5.01(i):

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained or made (as applicable) prior to such date. (iii) The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in full force conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or (C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and effect on or prior Liens required under this Agreement, except to the date of execution and delivery of extent such Related Documentsconflict, breach or default referred to in the preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (iv) Each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms. (v) The representations and warranties of such the Borrower in the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respectsrespects (without duplication of any materiality qualifiers).”. (e) The following new subsection (j) is inserted after Section 5.01(i):

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Bond Trustee certifying the names, true signatures and incumbency of the officers of such Bond Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or (C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and correct Liens required under this Agreement, except to the extent such conflict, breach or default referred to in all material respectsthe preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.”. (e) The following new subsection (j) is inserted after Section 5.01(i):

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or (C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and correct Liens required under this Agreement, except to the extent such conflict, breach or default referred to in all material respectsthe preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.”. (e) The following new subsection (j) is inserted after Section 5.01(i):

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, the Swingline Lender, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respects.”. will not (eA) The following new subsection violate (jx) is inserted after Section 5.01(i):the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law,

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Bond Trustee certifying the names, true signatures and incumbency of the officers of such Bond Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respects.”. will not (eA) The following new subsection violate (jx) is inserted after Section 5.01(i):the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law,

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Bond Trustee certifying the names, true signatures and incumbency of the officers of such Bond Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained or made (as applicable) prior to such date. (iii) The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in full force conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or (C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and effect on or prior Liens required under this Agreement, except to the date of execution and delivery of extent such Related Documentsconflict, breach or default referred to in the preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (iv) Each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms. (v) The representations and warranties of such the Borrower in the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respectsrespects (without duplication of any materiality qualifiers).”. (e) The following new subsection (j) is inserted after Section 5.01(i):

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, the Swingline Lender, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or (C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and correct Liens required under this Agreement, except to the extent such conflict, breach or default referred to in all material respectsthe preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.”. (e) The following new subsection (j) is inserted after Section 5.01(i):

Conditions Precedent to Issuance of Each Bond Letter of Credit. ‌ The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, the Swingline Lender, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in all material respects.”. (e) The following new subsection (j) conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is inserted after Section 5.01(i):a party or by which any of its or their respective properties is bound, or

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Bond Trustee certifying the names, true signatures and incumbency of the officers of such Bond Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, the Swingline Lender, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained or made (as applicable) prior to such date. (iii) The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in full force conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or (C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and effect on or prior Liens required under this Agreement, except to the date of execution and delivery of extent such Related Documentsconflict, breach or default referred to in the preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (iv) Each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms. (v) The representations and warranties of such the Borrower in the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respects.”. respects (e) The following new subsection (j) is inserted after Section 5.01(i):without duplication of any materiality qualifiers). ARTICLE IV

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respects.”. will not (eA) The following new subsection violate (jx) is inserted after Section 5.01(i):the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law,

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, the Swingline Lender, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such Borrowerthe Xxxxxxxx’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respects.”. will not (eA) The following new subsection violate (jx) is inserted after Section 5.01(i):the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law,

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Bond Trustee certifying the names, true signatures and incumbency of the officers of such Bond Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in all material respects.”. (e) The following new subsection (j) conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is inserted after Section 5.01(i):a party or by which any of its or their respective properties is bound, or

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Bond Trustee certifying the names, true signatures and incumbency of the officers of such Bond Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, the Swingline Lender, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or (C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and correct Liens required under this Agreement, except to the extent such conflict, breach or default referred to in all material respectsthe preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.”. (e) The following new subsection (j) is inserted after Section 5.01(i):

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in all material respects.”. (e) The following new subsection (j) conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is inserted after Section 5.01(i):a party or by which any of its or their respective properties is bound, or

Conditions Precedent to Issuance of Each Bond Letter of Credit. ‌ The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in all material respects.”. (e) The following new subsection (j) conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is inserted after Section 5.01(i):a party or by which any of its or their respective properties is bound, or

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender:: DMSLIBRARY01\30351218.v6 (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Bond Trustee certifying the names, true signatures and incumbency of the officers of such Bond Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable DMSLIBRARY01\30351218.v6 LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained and will be in full force and effect on or made (as applicable) prior to the date of execution and delivery of such Related Documentsdate. (iviii) The representations execution, delivery and warranties performance by the Borrower of such Borrower in the each Related Documents Document to which such the Borrower is a party in connection with such Bond Letter of Credit are true will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or (C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and correct Liens required under this Agreement, except to the extent such conflict, breach or default referred to in all material respectsthe preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.”. (e) The following new subsection (j) is inserted after Section 5.01(i):

Conditions Precedent to Issuance of Each Bond Letter of Credit. The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01, 3.01 and 3.02 and (if applicable) 3.03 and the further conditions precedent that: (a) On or prior to the date of such issuance, the The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender: (i) Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the applicable Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds. (ii) Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds). (iii) Certified copies of the resolutions of the board of directors of the applicable Borrower approving the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents. (iv) A certificate of the Secretary or Assistant Secretary of the applicable Borrower certifying the names and true signatures of such the Borrower authorized to sign the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by such the Borrower hereunder in connection with the issuance of such Bond Letter of Credit. (v) A copy of the Official Statement Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit. (vi) A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement. (vii) A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit. (viii) Favorable opinions A favorable opinion of counsel to the applicable Borrower and the applicable Issuer, in each case, with respect to the Related Documents to which each such Person the Borrower is a party and such other matters as the Administrative Agent and the applicable LC Issuing Bank may reasonably requestparty. (ix) A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds. (x) The Administrative Agent and shall have received such other approvals or documents as the applicable Administrative Agent, the Swingline Lender, any Lender or any LC Issuing Bank shall have received such other documents, certificates, opinions approvals and filings with respect to the applicable Related Documents as reasonably requested through the Administrative Agent or such LC Issuing Bank may reasonably requestin advance of the date hereof. (b) On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the applicable Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date: (i) The execution, delivery and performance by such the Borrower of each Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within such the Borrower’s 's corporate powers, powers and have been duly authorized by all necessary corporate and shareholder action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (ii) . Each Related Document to which such the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by such the Borrower, and each such Related Document is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (iiiii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or any other third party is required for the due execution, delivery and performance by such the Borrower of any Related Document to which such the Borrower is a party in connection with such Bond Letter of Credit, except for other than such Governmental Approvals authorizations, approvals, actions, notices and filings that will have been obtained or made (as applicable) prior to such date. (iii) The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in full force conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or (C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and effect on or prior Liens required under this Agreement, except to the date of execution and delivery of extent such Related Documentsconflict, breach or default referred to in the preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (iv) Each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms. (v) The representations and warranties of such the Borrower in the Related Documents to which such the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respectsrespects (without duplication of any materiality qualifiers).”. (e) The following new subsection (j) is inserted after Section 5.01(i):