DISCLAIMER FOR VOLUNTARY DISCLOSURE REGARDING PRIVATE PLACEMENT

Transcription

1 DISCLAIMER FOR VOLUNTARY DISCLOSURE REGARDING PRIVATE PLACEMENT On December 27, 2017, the Pennsylvania Turnpike Commission (the "Issuer") issued its Pennsylvania Turnpike Commission Fixed Rate Turnpike Revenue Bonds, Series C of 2017 (collectively, the Transaction ) via a private placement with Wells Fargo Bank, N.A. A continuing covenant agreement and a supplemental indenture (collectively, the Transaction Agreements ) were executed, among other agreements, in connection with the Transaction. Copies of the Transaction Agreements are attached hereto. The Issuer is filing this information as a voluntary filing on the Municipal Securities Rulemaking Board's Electronic Municipal Market Access ("EMMA") system. The Issuer is not required pursuant to any continuing disclosure undertaking to file this information and makes no commitment to update this information. This information is provided as of its date only. The Issuer makes no commitment to provide any notice (advance or otherwise) of any amendment, modification, redemption, cancellation, or other event or circumstance with respect to the Transaction. The provision of this information to EMMA is not intended as an offer to sell any security and the Issuer does not intend that the Transaction involve the offering to the public of any security of the Issuer. No representation is made as to whether this information is material or important with respect to any particular outstanding debt issue of the Issuer or whether other events have occurred with respect to the Issuer or its outstanding debt that might be material or important to owners of the Issuer's outstanding debt. Forward-looking statements, if any, included in the Transaction documents, including, but not limited to, the Transaction Agreements, are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those that have been projected. Such risks and uncertainties which could affect forward-looking statements include, among others, changes in economic conditions and various other events, conditions and circumstances, many of which are beyond the control of the Issuer. Any forward-looking statements contained in a Transaction document speak only as of the date of such document. The Issuer disclaims any obligation or undertaking to release publicly any updates or revision to any forward-looking statement to reflect any changes in the Issuer's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Date: December 27, 2017

2 The enclosed electronic (PDF) document has been created by scanning an original paper document. Optical Character Recognition (OCR) has been used to create searchable text. OCR technology is not perfect, and therefore some words present in the original document image may be missing, altered or may run together with adjacent words in the searchable text. CONTINUING COVENANT AGREEMENT

3 CONTINUING COVENANT AGREEMENT dated December 27, 2017, between PENNSYLVANIA TURNPIKE COMMISSION and WELLS FARGO BANK, NATIONAL ASSOCIATION relating to $103,330,000 PENNSYLVANIA TURNPIKE COMMISSION FIXED RATE TURNPIKE REVENUE BONDS SERIES C OF 2017 Continuing Covenant Agreement (2017C) v.6.docx

4 TABLE OF CONTENTS SECTION HEADING PAGE ARTICLE I DEFINITIONS...1 Section Certain Defined Terms...1 Section Computation of Time Periods...10 Section Construction...10 Section Accounting Terms and Determinations...10 Section Relation to Other Documents; Acknowledgment of Different Provisions of Related Documents; Incorporation by Reference...10 ARTICLE II PURCHASE OF BONDS...11 Section Purchase of Bonds...11 ARTICLE III THE COMMISSION S OBLIGATIONS...11 Section Payment Obligations...11 Section Default Rate...12 Section Determination of Taxability...12 Section Maximum Interest Rate...13 Section Increased Costs...13 Section Net of Taxes, Etc Section Obligations Absolute...17 ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE OF BONDS...17 Section Documentary Requirements...17 Section Other Matters...19 Section Payment of Fees and Expenses...19 Section No Bond Rating; DTC; Offering Document...19 ARTICLE V REPRESENTATIONS AND WARRANTIES...19 Section Existence and Power...19 Section Due Authorization...20 Section Valid and Binding Obligations...20 Section Noncontravention; Compliance with Law...20 Section Pending Litigation and Other Proceedings...21 Section Financial Statements...21 Section Employee Benefit Plan Compliance...21 Section No Defaults...21 Section Insurance...22 Section Title to Assets...22 Section Incorporation by Reference...22 Section Correct Information i-

5 Section Investment Company...22 Section Margin Stock...22 Section Tax-Exempt Status...23 Section Usury...23 Section Security...23 Section Pending Legislation and Decisions...23 Section Trustee...23 Section Environmental Matters...23 Section No Immunity...24 Section Vote of the Electorate or Referendum...24 Section Anti-Terrorism Laws...24 Section Permitted Investments...25 Section Pari Passu...25 Section No Existing Right to Accelerate in Bank Agreements...25 ARTICLE VI COVENANTS OF THE COMMISSION...25 Section Maintenance of Existence; Sale of Assets; Consolidation, Merger, Etc...25 Section Reports, Certificates and Other Information...26 Section Maintenance of Books and Records...27 Section Access to Books and Records...27 Section Compliance with Documents...27 Section Compliance with Law; Maintenance of Approvals...28 Section Rate Covenant...28 Section No Impairment...28 Section Application of Proceeds...28 Section Notice of Optional Redemption of Bonds...28 Section Limitation on Additional Debt...28 Section Maintenance of Tax Exempt Status...29 Section Amendments to Related Documents...29 Section Maintenance of Insurance...29 Section Maintenance of System...29 Section Taxes and Liabilities...29 Section Sovereign Immunity...29 Section Bank Agreements...29 Section Maintenance of Ratings...30 Section Liens, Etc...30 Section Employee Benefit Plans...30 Section Federal Reserve Board Regulations...30 Section Use of Information...30 Section Appointment of Successor Trustee...31 ARTICLE VII EVENTS OF DEFAULT...31 Section Events of Default...31 Section Consequences of an Event of Default ii-

6 Section Remedies Cumulative; Solely for the Benefit of Purchaser...34 Section Waivers or Omissions...34 Section Discontinuance of Proceedings...35 ARTICLE VIII INDEMNIFICATION...35 Section Indemnification...35 Section Survival...35 ARTICLE IX MISCELLANEOUS...35 Section Patriot Act Notice...35 Section Further Assurances...36 Section Amendments and Waivers; Enforcement...36 Section No Implied Waiver; Cumulative Remedies...36 Section Notices...37 Section No Third-Party Rights...38 Section Severability...38 Section Governing Law; Waiver of Jury Trial...38 Section Prior Understandings...38 Section Duration...39 Section Counterparts...39 Section Successors and Assigns...39 Section No Advisory or Fiduciary Responsibility...41 Section Headings...41 Section Electronic Signatures...41 EXHIBITS EXHIBIT A FORM OF COMPLIANCE CERTIFICATE -iii-

7 CONTINUING COVENANT AGREEMENT THIS CONTINUING COVENANT AGREEMENT, dated December 27, 2017 (as amended, modified or restated from time to time, this Agreement ), between the PENNSYLVANIA TURNPIKE COMMISSION and WELLS FARGO BANK, NATIONAL ASSOCIATION. R ECITALS WHEREAS, the Commission has issued its Fixed Rate Turnpike Revenue Bonds, Series C of 2017 (the Bonds ) pursuant to the Master Indenture (as hereinafter defined) and the Supplemental Indenture (as hereinafter defined); WHEREAS, the Purchaser has agreed to purchase the Bonds, and as a condition to such purchase, the Purchaser has required the Commission to enter into this Agreement. NOW, THEREFORE, to induce the Purchaser to purchase the Bonds, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Commission and the Purchaser hereby agree as follows: ARTICLE I DEFINITIONS Section Certain Defined Terms. In addition to the terms defined in the recitals and elsewhere in this Agreement and the Indenture, the following terms shall have the following meanings: 1933 Act means the Securities Act of 1933, as amended. Affiliate means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. A Person shall be deemed to control another Person for the purposes of this definition if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise. Agreement has the meaning set forth in the introductory paragraph hereof. Anti-Terrorism Laws has the meaning set forth in Section 5.23 hereof. Applicable Law means (a) all applicable common law and principles of equity and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (ii) Governmental Approvals and (iii) orders, decisions, judgments, writs, injunctions and decrees of all courts (whether at law or in equity) and arbitrators.

8 Bank Agreement means any credit agreement, liquidity agreement, standby bond purchase agreement, reimbursement agreement, direct purchase agreement (such as a continuing covenant agreement or supplemental bondholder s agreement), bond purchase agreement, or other agreement or instrument (or any amendment, supplement or other modification thereof) under which, directly or indirectly, any Person or Persons undertake(s) (i) to make or provide funds to make payment of, (ii) to purchase or (iii) to provide credit enhancement for bonds, notes or other obligations of the Commission secured by or payable from Revenues. Bond Counsel means Cozen O Connor, or any other firm of attorneys nationally recognized on the subject of tax-exempt municipal finance selected by the Commission. Bondholder means the Purchaser and each Purchaser Transferee or Non-Purchaser Transferee pursuant to Section 9.12 hereof so long as such Purchaser Transferee or Non-Purchaser Transferee is an owner of Bonds. Bonds has the meaning set forth in the recitals hereof. Business Day means a day which is not (a) a Saturday, Sunday or legal holiday on which banking institutions in New York, New York or the states where the principal corporate office of the Commission or the principal corporate trust office of the Trustee is located are authorized by law to close, (b) a day on which the New York Stock Exchange or the Federal Reserve Bank is closed or (c) a day on which the principal office of the Purchaser is closed. Change in Law means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any Law, including, without limitation, Risk-Based Capital Guidelines, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, ruling, guideline, regulation or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) amendments to the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, ruling, guidelines, regulations or directives thereunder or issued in connection therewith and (ii) all requests, rules, rulings, guidelines, regulations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities shall in each case be deemed to be a Change in Law, if enacted, adopted or issued on or after the Effective Date. Code means the Internal Revenue Code of 1986, as amended, and, where appropriate any statutory predecessor or any successor thereto. Commission means the Pennsylvania Turnpike Commission, an instrumentality of the Commonwealth of Pennsylvania and any permitted successor or assign thereof hereunder. Commission Representative means the Authorized Officers (as defined in the Resolution), the Assistant Secretary/Treasurer of the Commission and any other person -2-

9 authorized from time to time in writing by the Commission, or its successors and assigns, to perform a designated act or execute a designated document. Commonwealth means the Commonwealth of Pennsylvania. Compliance Certificate means a certificate substantially in form of Exhibit A hereto. Contract means any indenture, contract, agreement (other than this Agreement), other contractual restriction, lease, mortgage, bond, note, resolution, instrument, certificate of incorporation, charter or by-law. Credit Protection Provider means, collectively, (i) any party, including the Purchaser or any other Bondholder, who issues a letter of credit or provides other credit protection with respect to the Bonds and (ii) any party that participates in any such credit protection or liquidity support. Default means any event or condition which, with notice, the passage of time or any combination of the foregoing, would constitute an Event of Default. Default Rate means, for any day, a fluctuating rate of interest per annum equal to the greatest of (i) the Prime Rate in effect at such time plus four percent (4.0%), (ii) the Federal Funds Rate in effect at such time plus five percent (5.0%), and (iii) ten percent (10.0%). Determination of Taxability means and shall be deemed to have occurred on the first to occur of the following: (i) on the date when the Commission files with the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) any statement, supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability shall have in fact occurred with respect to the Bonds; (ii) on the date when the Bondholder or any former Bondholder notifies the Commission that it has received a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance to the effect that an Event of Taxability shall have occurred unless, within two hundred seventy (270) days after receipt by the Commission of such notification from the Bondholder or any former Bondholder, the Commission shall deliver to the Bondholder and any former Bondholder a ruling or determination letter issued to or on behalf of the, or a settlement or similar agreement entered into with the Commission by the Commissioner of the Internal Revenue Service or the Director of Tax-Exempt Bonds of the Tax-Exempt and Government Entities Division of the Internal Revenue Service (or any other government official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; -3-

10 (iii) the date when the Commission shall be advised in writing, including, without limitation, a Letter 4413, Notice of Proposed Adverse Determination, by the Commissioner or any District Director of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) that, based upon filings of the Commission (or a statutory notice of deficiency, or a document of substantially similar import), or upon any review or audit of the Commission or upon any other ground whatsoever, an Event of Taxability shall have occurred with respect to such Bonds; or (iv) on the date when the Commission shall receive notice from the Bondholder or any former Bondholder that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income of such Bondholder or such former Bondholder the interest on the Bonds due to the occurrence of an Event of Taxability; provided, however, no Determination of Taxability shall occur under subparagraph (iii) or (iv) hereunder unless the Commission has been afforded the opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Bondholder or former Bondholder, the Commission shall promptly reimburse such Bondholder or former Bondholder for any payments, including any taxes, interest, penalties or other charges, such Bondholder (or former Bondholder) shall be obligated to make as a result of the Determination of Taxability. Effective Date means December 27, 2017, subject to the satisfaction or waiver by the Purchaser of the conditions precedent set forth in Article IV hereof. Enabling Acts has the meaning set forth in the Master Indenture. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. References to Sections of ERISA shall be construed also to refer to any successor Sections. Event of Default with respect to this Agreement has the meaning set forth in Section 7.01 of this Agreement and, with respect to any Related Document, has the meaning assigned therein. Event of Taxability means a (i) change in Law or fact or the interpretation thereof, or the occurrence or existence of any fact, event or circumstance (including, without limitation, the taking of any action by the Commission, or the failure to take any action by the Commission, or the making by the Commission of any misrepresentation herein or in any certificate required to be given in connection with the issuance, sale or delivery of the Bonds) which has the effect of causing interest paid or payable on the Bonds to become includable, in whole or in part, in the gross income of the Bondholder or any former Bondholder for federal income tax purposes or -4-

11 (ii) the entry of any decree or judgment by a court of competent jurisdiction, or the taking of any official action by the Internal Revenue Service or the Department of the Treasury, which decree, judgment or action shall be final under applicable procedural law, in either case, which has the effect of causing interest paid or payable on the Bonds to become includable, in whole or in part, in the gross income of the Bondholder or any former Bondholder for federal income tax purposes with respect to the Bonds. Excess Interest Amount has the meaning set forth in Section 3.04 hereof. Excluded Taxes means, with respect to the Purchaser or any Bondholder or Credit Protection Provider, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Purchaser or such Bondholder or Credit Protection Provider is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Purchaser or any Bondholder or Credit Protection Provider is located. Executive Order has the meaning set forth in Section 5.23 hereof. Federal Funds Rate means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that: (a) if such day is not a Business Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day; and (b) if no such rate is so published on such next succeeding Business Day, then the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of one-hundredth of one percent) charged to the Purchaser on such day on such transactions as determined by the Purchaser. Notwithstanding anything herein to the contrary, if the Federal Funds Rate as determined as provided above would be less than zero percent (0.0%), then the Federal Funds Rate shall be deemed to be zero percent (0.0%). Fiscal Year means the twelve-month period from June 1 through the following May 31, or any other twelve-month period hereafter designated by the Commission as its fiscal year. Fitch means Fitch, Inc., and any successor rating agency. Fixed Rate has the meaning set forth in the Supplemental Indenture. FRB means the Board of Governors of the Federal Reserve System of the United States, together with any successors thereof. Generally Accepted Accounting Principles or GAAP means generally accepted accounting principles in effect from time to time in the United States and applicable to entities such as the Commission. -5-

12 Governmental Approval means an authorization, consent, approval, permit, license, certificate of occupancy or an exemption of, a registration or filing with, or a report to any Governmental Authority. Governmental Authority means the government of the United States of America or any other nation or any political subdivision thereof or any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or European Central Bank), or any arbitrator, mediator or other Person with authority to bind a party at law. Indemnified Taxes means Taxes other than Excluded Taxes. Indemnitee has the meaning set forth in Section 8.01 hereof. Indenture means collectively, the Master Indenture and the Supplemental Indenture. Investment Policy means the investment policy of the Commission delivered to the Purchaser, pursuant to Section 4.01(a)(iii) hereof. Investor Letter has the meaning set forth in Section 9.12(c) hereof. Kroll means Kroll Bond Rating Agency, Inc. and any successor rating agency. Law means any treaty or any federal, regional, state and local law, statute, rule, ordinance, regulation, code, license, authorization, decision, injunction, interpretation, order or decree of any court or other Governmental Authority. Liabilities has the meaning set forth in Section 8.01 hereof. Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). Majority Bondholder means the Bondholders with a majority of the aggregate principal amount of Bonds from time to time. As of the Effective Date, Wells Fargo Bank, National Association shall be the Majority Bondholder. Margin Stock has the meaning ascribed to such term in Regulation U promulgated by the FRB, as now and hereafter from time to time in effect. -6-

13 Master Indenture means the Amended and Restated Trust Indenture dated as of March 1, 2001, by and between the Commission and the Trustee, as amended, supplemented and otherwise modified to date and as the same may be further amended, supplemented or otherwise modified in accordance with the terms hereof and thereof. Material Adverse Change means the occurrence of any event or change, including but not limited to a change revealed by a comparison of any financial statements delivered pursuant to 6.02(a) hereof to the financial statements for the most recent prior Fiscal Year, which separately or in the aggregate with the occurrence of other events, results or could reasonably be expected to result in a Material Adverse Effect. Material Adverse Effect means: (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities or condition (financial or otherwise) of the Commission; (b) a material impairment of the ability of the Commission to perform its obligations under any Related Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Commission of any Related Document to which it is a party. Maturity Date means the maturity date of the Bonds as set forth in Section 2.02(b) of the Supplemental Indenture. Maximum Interest Rate means the lesser of (i) the maximum rate of interest on the relevant obligation permitted by applicable law and (ii) twelve percent (12%) per annum. Moody s means Moody s Investors Service, Inc. and any successor rating agency. Non-Purchaser Transferee has the meaning set forth in Section 9.12(c) hereof. Obligations means all amounts payable by the Commission, and all other obligations to be performed by the Commission, pursuant to this Agreement and the other Related Documents (including any amounts to reimburse the Purchaser for any advances or expenditures by it under any of such documents). OFAC has the meaning set forth in Section 5.23 hereof. Other Taxes has the meaning set forth in Section 3.06(a) hereof and, for the avoidance of doubt, does not include any Excluded Taxes. Parity Obligations has the meaning set forth in the Master Indenture. Patriot Act means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L (signed into law October 26, 2001). Person means any individual, corporation, not for profit corporation, partnership, limited liability company, joint venture, association, professional association, joint stock -7-

14 company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other form of entity. Plan means an employee benefit plan maintained for employees of the Commission that is covered by ERISA. Prime Rate means on any day, the rate of interest per annum then most recently established by the Purchaser as its prime rate. Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by the Purchaser to any customer or a favored rate and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and that the Purchaser may make various business or other loans at rates of interest having no relationship to such rate. If the Purchaser ceases to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported. Notwithstanding anything herein to the contrary, if the Prime Rate determined as provided above would be less than zero percent (0.0%), then the Prime Rate shall be deemed to be zero percent (0.0%). Property means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. Purchase Price has the meaning set forth in Section 2.01(a) hereof. Purchaser means, initially, Wells Fargo Bank, National Association, a national banking association, and its successors and assigns, and upon the receipt from time to time by the Trustee and the Commission of a notice described in Section 9.12(a) from time to time means the Person designated in such notice as the Purchaser, as more fully provided in Section 9.12(a) hereof. Purchaser Affiliate means the Purchaser and any Affiliate of the Purchaser, and includes, without limitation, Wells Fargo Municipal Capital Strategies, LLC and Wells Fargo Securities (a trade name). Purchaser Transferee has the meaning set forth in Section 9.12(b) hereof. Rating Agency means any of S&P, Moody s, Fitch and Kroll, as applicable. Related Documents means this Agreement, the Master Indenture, the Supplemental Indenture, the Resolution, the Bonds and any exhibits, schedules, instruments or agreements relating thereto, as the same may be amended, modified or supplemented in accordance with the terms thereof and hereof. -8-

15 Resolution means, collectively, the resolution of the Commission adopted on August 15, 2017, as supplemented September 19, 2017, December 5, 2017 and December 19, 2017, which authorized, among other things, the issuance of the Bonds and the Commission entering into this Agreement and the other Related Documents. Revenues has the meaning set forth in the Master Indenture. Risk-Based Capital Guidelines means (a) the risk-based capital guidelines in effect in the United States of America, including transition rules, and (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States of America including transition rules, and any amendment to such regulations. S&P means S&P Global Ratings, and any successor rating agency. Subordinated Indebtedness has the meaning set forth in the Master Indenture. Supplemental Indenture means the Supplemental Trust Indenture No. 44 dated December 27, 2017 by and between the Commission and the Trustee, as the same may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof. Swap Agreement has the meaning set forth in the Master Indenture. System has the meaning set forth in the Master Indenture. Taxable Date means the date on which interest on the Bonds is first includable in gross income of the Bondholder (including, without limitation, any previous Bondholder) thereof as a result of an Event of Taxability as such a date is established pursuant to a Determination of Taxability. Taxable Period has the meaning set forth in Section 3.03 hereof. Taxable Rate means, for each day, a rate of interest per annum equal to the product of (i) the interest rate on the Bonds for such day and (ii) the applicable Tax Rate Factor. Taxable Rate Factor means Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. Trust Estate has the meaning set forth in the Master Indenture. Trustee means U.S. Bank National Association and its permitted successors as trustee under the Indenture. -9-

16 Section Computation of Time Periods. In this Agreement, in the computation of a period of time from a specified date to a later specified date, the word from means from and including and the words to and until each mean to but excluding. Section Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, to the singular include the plural and to the part include the whole. The word including shall be deemed to mean including but not limited to, and or has the inclusive meaning represented by the phrase and/or. The words hereof, herein, hereunder and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The Section headings contained in this Agreement and the table of contents preceding this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified. Section Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP. If, after the Effective Date, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.02 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement including, without limitation, a recharacterization of operating leases to the effect that certain operating leases are to be treated as capital leases, either the Commission or the Purchaser may by notice to the other party hereto, require that the Purchaser and the Commission negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Commission shall be the same as if such change had not been made. No delay by the Commission or the Purchaser in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 1.04, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Section Relation to Other Documents; Acknowledgment of Different Provisions of Related Documents; Incorporation by Reference. (a) Nothing in this Agreement shall be deemed to amend, or relieve the Commission of its obligations under, any Related Document to which it is a party. Conversely, to the extent that the provisions of any Related Document allow the Commission to take certain actions, or not to take certain actions, with regard for example to permitted liens, transfers of assets, maintenance of financial ratios and similar matters, the Commission nevertheless shall be fully bound by the provisions of this Agreement. (b) Except as provided in subsection (c) of this Section 1.05, all references to other documents shall be deemed to include all amendments, modifications and supplements thereto to the extent such amendment, modification or supplement is made in accordance with the provisions of such document and this Agreement. -10-

17 (c) All provisions of this Agreement making reference to specific Sections of any Related Document shall be deemed to incorporate such Sections into this Agreement by reference as though specifically set forth herein (with such changes and modifications as may be herein provided) and shall continue in full force and effect with respect to this Agreement notwithstanding payment of all amounts due under or secured by the Related Documents, the termination or defeasance thereof or any amendment thereto or any waiver given in connection therewith, so long as this Agreement is in effect and until all Obligations are paid in full. No amendment, modification, consent, waiver or termination with respect to any of such Sections shall be effective as to this Agreement until specifically agreed to in writing by the parties hereto with specific reference to this Agreement. ARTICLE II PURCHASE OF BONDS Section Purchase of Bonds. (a) Purchase Price. Upon the conditions set forth in Article IV hereof and based on the representations, warranties and covenants of the Commission set forth herein, the Purchaser hereby agrees to purchase from the Commission and the Commission hereby agrees to sell to the Purchaser, all, but not less than all, of the Bonds at par in an aggregate principal amount equal to $103,330,000 (the Purchase Price ). (b) Closing. On the Effective Date, the Commission shall deliver to the Purchaser the documents described in Section 4.01 hereof. Upon delivery of such documents and the satisfaction or waiver by the Purchaser of the conditions precedent set forth in Article IV hereof, the Purchaser will pay the full Purchase Price for the Bonds in immediately available federal funds payable to the Trustee on behalf of the Commission. One fully registered Bond, in the aggregate principal amount equal to the Purchase Price, shall be issued to and registered in the name of the Purchaser, or as otherwise directed by the Purchaser. The Bonds shall be so issued and registered to and held by the Purchaser, or as otherwise directed by the Purchaser. ARTICLE III THE COMMISSION S OBLIGATIONS Section Payment Obligations. (a) The Commission hereby unconditionally, irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Purchaser under the Related Documents and to pay any other Obligations owing to the Purchaser whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the rate or rates provided in such Related Documents and under such Obligations. (b) The principal of and interest on the Bonds shall be paid in full on the Maturity Date. -11-

18 (c) The Commission shall pay within thirty (30) days after demand: (i) if an Event of Default shall have occurred, to the fullest extent permitted by Law, all reasonable costs and expenses of the Purchaser in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Related Documents and such other documents which may be delivered in connection therewith; (ii) a fee for each amendment to this Agreement requested by the Commission or, if the Purchaser s consent is required, any other Related Document, or any consent or waiver by the Purchaser with respect to any Related Document, in each case, in an amount reasonably agreed to between the Purchaser and the Commission plus the reasonable fees and expenses of counsel to the Purchaser; (iii) to the fullest extent permitted by Law, any amounts advanced by or on behalf of the Purchaser to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Related Document, together with interest at the Default Rate. In addition, if at any time any Governmental Authority shall require revenue or other documentary stamps or any other tax in connection with the execution or delivery of this Agreement or other Related Documents, then, if the Commission lawfully may pay for such stamps, taxes or fees, the Commission shall pay, when due and payable, for all such stamps, taxes and fees, including interest and penalties thereon, and, to the fullest extent permitted by Law, the Commission agrees to save the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay of the Commission in paying, or omission of the Commission to pay, such stamps, taxes and fees hereunder. Section Default Rate. Upon the occurrence and during the continuance of an Event of Default, the Obligations of the Commission hereunder shall bear interest at the Default Rate, which shall be payable by the Commission to each Bondholder (or, if applicable, the Purchaser) upon demand therefor and be calculated on the basis of a 365/366-day year and actual days elapsed. Section Determination of Taxability. (a) In the event a Taxable Date occurs, to the extent not payable to the Purchaser or any other Bondholder under the terms of the Indenture and the Bonds, the Commission hereby agrees to pay to the Purchaser or any other Bondholder on demand therefor (i) an amount equal to the difference between (A) the amount of interest that would have been paid to the Purchaser or any other Bondholder on the Bonds during the period for which interest on the Bonds is included in the gross income of the Purchaser or any other Bondholder if the Bonds had borne interest at the Taxable Rate, beginning on the Taxable Date (the Taxable Period ), and (B) the amount of interest actually paid to the Purchaser or any other Bondholder during the Taxable Period, and (ii) an amount equal to any interest, penalties or charges owed by the Purchaser or any other Bondholder as a result of interest on the Bonds becoming included in the gross income of the Purchaser or any other Bondholder, together with to the fullest extent permitted by Law, any and all reasonable attorneys fees, court costs, or -12-

19 other out-of-pocket costs incurred by the Purchaser or any other Bondholder in connection therewith; (b) Subject to the provisions of paragraph (c) below, the Commission shall have the opportunity, at the Commission s sole cost and expense, to contest (i) the validity of any amendment to the Code which causes the interest on the Bonds to be included in the gross income of the Purchaser or any other Bondholder or (ii) any challenge to the validity of the tax exemption with respect to the interest on the Bonds, including the right to direct the necessary litigation contesting such challenge (including administrative audit appeals); provided that, in no event shall a Bondholder be required to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Commission or any other Person; and (c) As a condition precedent to the exercise by the Commission of its right to contest set forth in paragraph (b) above, the Commission shall, on demand, immediately reimburse the Purchaser or any other Bondholder for any and all expenses (including reasonable attorneys fees for services that may be required or desirable) that may be incurred by the Purchaser or any other Bondholder in connection with any such contest, and shall, on demand, immediately reimburse the Purchaser or any other Bondholder for any and all penalties or other charges payable by the Purchaser or any other Bondholder for failure to include such interest in its gross income. (d) Survival. Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and obligations of the Commission contained in this Section shall survive the termination of this Agreement and the payment in full of the Bonds and the obligations of the Commission thereunder and hereunder. Section Maximum Interest Rate. (a) If the amount of interest payable for any period in accordance with the terms hereof or the Bonds exceeds the amount of interest that would be payable for such period had interest for such period been calculated at the Maximum Interest Rate, then interest for such period shall be payable in an amount calculated at the Maximum Interest Rate. (b) Any interest that would have been due and payable for any period but for the operation of the immediately preceding paragraph (a) shall accrue and be payable as provided in this paragraph (b) and shall, less interest actually paid to each Bondholder for such period, constitute the Excess Interest Amount. If there is any accrued and unpaid Excess Interest Amount as of any date, then the principal amount with respect to which interest is payable shall bear interest at the Maximum Interest Rate until payment to each Bondholder of the entire Excess Interest Amount. (c) Notwithstanding the foregoing, on the date on which no principal amount with respect to the Bonds remains Outstanding under the Indenture, the Commission shall pay to each Bondholder a fee equal to any accrued and unpaid Excess Interest Amount. Section Increased Costs. (a) Increased Costs Generally. If any Change in Law shall: -13-

20 (i) impose, modify or deem applicable any reserve, liquidity ratio, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, the Purchaser, any Credit Protection Provider or any Bondholder; (ii) subject the Purchaser, any Credit Protection Provider or any Bondholder to any Taxes of any kind whatsoever with respect to this Agreement or the Bond, or change the basis of taxation of payments to the Purchaser or such Bondholder in respect thereof (except for Indemnified Taxes covered by Section 3.06 hereof and the imposition of, or any change in the rate of any Excluded Tax payable by the Purchaser or such Bondholder); or (iii) impose on the Purchaser, any Credit Protection Provider or any Bondholder any other condition, cost or expense affecting this Agreement or the Bonds; and the result of any of the foregoing shall be to increase the cost to the Purchaser, any Credit Protection Provider or such Bondholder of owning the Bonds, or to reduce the amount of any sum received or receivable by the Purchaser, such Credit Protection Provider or such Bondholder hereunder or under the Bonds (whether of principal, interest or any other amount) then, upon written request of the Purchaser, any Credit Protection Provider or such Bondholder as set forth in subsection (c) below, the Commission shall promptly pay to the Purchaser, such Credit Protection Provider or such Bondholder, as the case may be, such additional amount or amounts as will compensate the Purchaser or such Bondholder, as the case may be, for such additional costs incurred or reduction suffered. (b) Capital Requirements. If the Purchaser, any Credit Protection Provider or any Bondholder determines that any Change in Law affecting the Purchaser, such Credit Protection Provider or such Bondholder or the Purchaser s, such Credit Protection Provider s or such Bondholder s parent or holding company, if any, regarding capital requirements, has or would have the effect of reducing the rate of return on the Purchaser s, such Credit Protection Provider s or such Bondholder s capital or the capital of the Purchaser s, such Credit Protection Provider s or such Bondholder s parent or holding company, if any, as a consequence of this Agreement, or ownership of the Bonds, to a level below that which the Purchaser, such Credit Protection Provider or such Bondholder or the Purchaser s, such Credit Protection Provider s or such Bondholder s parent or holding company could have achieved but for such Change in Law (taking into consideration the Purchaser s, such Credit Protection Provider s or such Bondholder s policies and the policies of the Purchaser s, such Credit Protection Provider s or such Bondholder s parent or holding company with respect to capital adequacy), then from time to time upon written request of the Purchaser, such Credit Protection Provider or such Bondholder as set forth in subsection (c) below, the Commission shall promptly pay to the Purchaser, such Credit Protection Provider or such Bondholder, as the case may be, such additional amount or amounts as will compensate the Purchaser, such Credit Protection Provider or such Bondholder or the Purchaser s, such Credit Protection Provider s or such Bondholder s parent or holding company for any such reduction suffered. -14-

21 (c) Certificates for Reimbursement. A certificate of the Purchaser, any Credit Protection Provider or any Bondholder setting forth the amount or amounts necessary to compensate the Purchaser, any such Credit Protection Provider or any such Bondholder or the Purchaser s, any such Credit Protection Provider s or any such Bondholder s parent or holding company, as the case may be, as specified in subsection (a) or (b) above and delivered to the Commission, shall be conclusive absent manifest error; provided, however, that it shall be the general policy or practice of the Purchaser s government and institutional banking group (or any successor division thereto), the Credit Protection Provider or any Bondholder to demand such compensation at such time with respect to similarly situated borrowers under comparable provisions of other credit agreements (to the extent the Purchaser, the Credit Protection Provider or any Bondholder has the right under such credit facilities to do so), if any (it being understood that the Purchaser, the Credit Protection Provider or such Bondholder, as applicable, shall be under no obligation to provide any confidential information with respect to other borrowers to the Commission, and the determination of similarly situated borrowers is within the discretion of the Purchaser, the Credit Protection Provider or any such Bondholder, as applicable). The Commission shall pay the Purchaser, such Credit Protection Provider or any such Bondholder, as the case may be, the amount shown as due on any such certificate within sixty (60) days after receipt thereof. Notwithstanding anything in this Section 3.05 to the contrary, in no event shall the Commission be required to pay to any subsequent Bondholder any amount pursuant to this Section in excess of the amount that would have been paid to the initial Purchaser if the initial Purchaser had not sold or otherwise transferred the Bonds. (d) Delay in Requests. Failure or delay on the part of the Purchaser, any such Credit Protection Provider or any such Bondholder to demand compensation pursuant to this Section shall not constitute a waiver of the Purchaser s, any such Credit Protection Provider s or any such Bondholder s right to demand such compensation. (e) Payments to Owners and Credit Protection Provider. If the Commission pays the Purchaser or any other Bondholder any amount pursuant to this Section 3.05(a) or (b) and such payment actually reduces the amount of increased costs imposed on the Credit Protection Provider with respect to the Bonds or reduces the reduction of yield or reduction of rate of return suffered by the Credit Protection Provider with respect to the Bonds (each such reduction referred to as an Incremental Mitigation ), then, in connection with such Incremental Mitigation, the Commission may reduce the related amount owed to the Credit Protection Provider pursuant to this Section 3.05(a) or (b) by the amount of such Incremental Mitigation. (f) Survival. Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and obligations of the Commission contained in this Section shall survive the termination of this Agreement and the payment in full of the Bonds and the obligations of the Commission thereunder and hereunder. Section Net of Taxes, Etc.. (a) Any and all payments to the Purchaser or any Bondholder by the Commission hereunder or with respect to the Bonds shall be made free and clear of and without deduction or withholding for any and all Indemnified Taxes. If the Commission shall be required by law to deduct or withhold any Indemnified Taxes imposed by the United States of America or any political subdivision thereof from or in respect of any sum -15-

22 payable hereunder or with respect to the Bonds, then (i) to the fullest extent permitted by Law, the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Purchaser or such Bondholder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Commission shall make such deductions and (iii) the Commission shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the Commission shall make any payment under this Section to or for the benefit of the Purchaser or such Bondholder with respect to Indemnified Taxes and if the Purchaser or such Bondholder shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Purchaser or such Bondholder to any taxing jurisdiction in the United States of America then the Purchaser or such Bondholder shall pay to the Commission an amount equal to the amount by which such other taxes are actually reduced; provided, that the aggregate amount payable by the Purchaser or such Bondholder pursuant to this sentence shall not exceed the aggregate amount previously paid by the Commission with respect to such Indemnified Taxes. In addition, the Commission agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America or any state of the United States from any payment made hereunder or under the Bonds or from the execution or delivery of this Agreement or the Bonds, or otherwise with respect to this Agreement or the Bonds (hereinafter referred to as Other Taxes ). The Purchaser or such Bondholder shall provide to the Commission within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the Commission to the Purchaser or such Bondholder hereunder; provided, that the Purchaser or such Bondholder s failure to send such notice shall not relieve the Commission of its obligation to pay such amounts hereunder. (b) The Commission shall, to the fullest extent permitted by law and subject to the provisions hereof, pay the Purchaser or such Bondholder for the full amount of Indemnified Taxes and Other Taxes including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section paid by the Purchaser or such Bondholder or any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided, that the Commission shall not be obligated to pay the Purchaser or such Bondholder for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Purchaser or such Bondholder s gross negligence or willful misconduct. The Purchaser or such Bondholder agrees to give notice to the Commission of the assertion of any claim against the Purchaser or such Bondholder relating to such Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the Purchaser or such Bondholder s failure to notify the Commission promptly of such assertion shall not relieve the Commission of its obligation under this Section. Payments by the Commission pursuant to this Section shall be made within sixty (60) days from the date the Purchaser or such Bondholder makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Purchaser or such Bondholder agrees to repay to the Commission any refund (including that portion of any interest that was included as part of such refund) with respect to Indemnified Taxes or Other Taxes paid by the Commission pursuant to this Section received by the Purchaser or such -16-

23 Bondholder for Indemnified Taxes or Other Taxes that were paid by the Commission pursuant to this Section and to contest, with the cooperation and at the expense of the Commission, any such Indemnified Taxes or Other Taxes which the Purchaser or such Bondholder or the Commission reasonably believes not to have been properly assessed. (c) Within thirty (30) days after the date of any payment of Indemnified Taxes by the Commission, the Commission shall furnish to the Purchaser or such Bondholder, as applicable, the original or a certified copy of a receipt evidencing payment thereof. (d) Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and obligations of the Commission contained in this Section shall survive the termination of this Agreement and the payment in full of the Bonds and the obligations of the Commission thereunder and hereunder. Section Obligations Absolute. The payment obligations of the Commission under this Agreement shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including without limitation the following: (a) any lack of validity or enforceability of this Agreement, the Bonds or any of the other Related Documents; (b) any amendment or waiver of or any consent to departure from all or any of the Related Documents; (c) the existence of any claim, set-off, defense or other right which the Commission may have at any time against the Purchaser, any other Bondholder or any other person or entity, whether in connection with this Agreement, the other Related Documents, the transactions contemplated herein or therein or any unrelated transaction; or (d) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. Notwithstanding this Section, the Purchaser acknowledges the Commission may have the right to bring a collateral action with respect to one or more of the foregoing circumstances. The Commission s payment obligations shall remain in full force and effect pending the final disposition of any such action. All fees payable pursuant to this Agreement shall be deemed to be fully earned when due and non-refundable when paid. ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE OF BONDS Section Documentary Requirements. The obligation of the Purchaser to purchase the Bonds is subject to the conditions precedent set forth in Sections 4.01 through 4.04 hereof, -17-

24 and that the Purchaser shall have received, on or before the Effective Date, the items listed below in this Section, each dated and in form and substance as is satisfactory to the Purchaser. (a) The following Commission organizational documents: (i) the Enabling Acts certified by a Commission Representative to be in full force and effect on the Effective Date; (ii) the audited annual financial statements of the Commission for the Fiscal Year ended May 31, 2017; (iii) Date; and a copy of the Commission s Investment Policy in effect as of the Effective (iv) a certificate dated the Effective Date and executed by a Commission Representative certifying the names and signatures of the persons authorized to sign, on behalf of the Commission, the Related Documents to which it is a party and the other documents to be delivered by it hereunder or thereunder. (b) The following financing documents: (i) an executed original or certified copy, as applicable, of each of the Related Documents; and (ii) the Bond. (c) The following opinions, dated the Effective Date and addressed to the Purchaser or on which the Purchaser is otherwise expressly authorized to rely: (i) from Bond Counsel and Chief Counsel to the Commission, opinions as to the due authorization, execution, delivery and enforceability of this Agreement and the Supplemental Indenture, and such other customary matters as the Purchaser may reasonably request; and (ii) from Bond Counsel, opinions to the effect that the interest on the Bonds is excludable from gross income for federal income tax purposes and such other customary matters as the Purchaser may reasonable request. (d) The following documents and other information: (i) a certificate dated the Effective Date and executed by a Commission Representative certifying (A) that there has been no event or circumstance since May 31, 2017, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that the representations and warranties contained in Article V hereof and the other Related Documents are true and correct in all material respects on the Effective Date and (C) no event has occurred and is continuing, -18-

25 or would result from entry into this Agreement, which would constitute a Default or Event of Default; (ii) the certificates of the Commission required pursuant to Sections 210 and 703(b) of the Master Indenture; (iii) recent evidence that the unenhanced long-term debt rating assigned by Moody s and Fitch to any Parity Obligations is at least A1 and A+, respectively; and (iv) evidence that a CUSIP number has been obtained and reserved from Standard & Poor s CUSIP Service for the Bond. Section Other Matters. All other legal matters pertaining to the execution and delivery of this Agreement and the Related Documents shall be reasonably satisfactory to the Purchaser and its counsel, and the Purchaser shall have received such other statements, certificates, agreements, documents and information with respect to the Commission and the other parties to the Related Documents and matters contemplated by this Agreement as the Purchaser may reasonably request. Section Payment of Fees and Expenses. On or prior to the Effective Date, (i) the Purchaser shall have received reimbursement of the Purchaser s fees and expenses and any other fees incurred in connection with the transaction contemplated by the Related Documents and (ii) Chapman and Cutler LLP, as counsel to the Purchaser, shall have received payment of its legal fees and expenses incurred in connection with the preparation, review, negotiation, execution and delivery of the Related Documents. Section No Bond Rating; DTC; Offering Document. The Bonds shall not be (i) assigned a specific rating by any Rating Agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of official statement, private placement memorandum or other offering document or (iv) placed or offered by a broker-dealer in the capacity of an underwriter or a placement agent. ARTICLE V REPRESENTATIONS AND WARRANTIES The Commission makes the following representations and warranties to each Bondholder: Section Existence and Power. The Commission is an instrumentality of, and is duly established and existing under, the laws of the Commonwealth, with all necessary power and authority to adopt the Resolution and to execute and deliver the Related Documents and to perform its obligations hereunder and thereunder, including the power and authority to issue and deliver the Bonds. The Commission has no Affiliates. -19-

26 Section Due Authorization. (a) The execution, delivery and performance by the Commission of the Related Documents, the adoption of the Resolution and the issuance and delivery of the Bonds have been duly authorized by all necessary action of the governing body of the Commission. (b) The Commission is duly authorized and licensed to own its Property and to operate its business under the laws, rulings, regulations and ordinances of all Governmental Authorities having the jurisdiction to license or regulate such Property or business activity and the departments, agencies and political subdivisions thereof, and the Commission has obtained all requisite approvals of all such governing bodies required to be obtained for such purposes. All Governmental Approvals by or with any Governmental Authority required to be obtained in connection with the execution, delivery, performance, validity or enforceability of the Related Documents and the performance of the transactions contemplated hereby and thereby and the conduct of the business activities of the Commission have been obtained and remain in full force and effect and as of the date of this Agreement are subject to no further administrative or judicial review. Section Valid and Binding Obligations. Each of the Related Documents constitutes the legal, valid and binding obligation of the Commission, enforceable against the Commission in accordance with such document s respective terms, subject, as to enforceability, to applicable bankruptcy, moratorium, insolvency or similar laws affecting the rights of creditors generally and to certain principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each of the Related Documents is or will be, on the Effective Date, in full force and effect. The Bonds, when issued, authenticated and delivered by the Trustee, will have been duly issued, authenticated and delivered under and in conformity with the Indenture, the Resolution and the Enabling Acts, will constitute the legal, valid and binding obligations of the Commission enforceable in accordance with their terms, and will be entitled to the benefits of the Indenture. Section Non-contravention; Compliance with Law. (a) The execution, delivery and performance of the Related Documents and the sale of the Bonds by the Commission to the Purchaser (i) do not violate any Applicable Laws of the Commonwealth or of the United States (including, without limitation, Regulations T, U or X of the FRB), and (ii) do not conflict with, violate or constitute a breach of or default with any provision of the Enabling Acts or the Resolution, or with any Contract or undertaking to which the Commission is a party or to which any of its property or assets is otherwise subject, including without limitation, the Indenture. (b) The current collection of Revenues and the management of the System and the accounting and recordkeeping therefor are in material compliance with all Applicable Laws and rules of the Commission. (c) The Commission is in compliance and the issuance of the Bonds is in compliance with the terms and conditions of the Indenture and each of the other Related Documents to which it is a party. -20-

27 (d) The Commission is not in material default under the terms of any Contract the obligations under which are payable from Revenues which default could reasonably be expected to result in a Material Adverse Effect. Section Pending Litigation and Other Proceedings. There is no action, suit, proceeding, inquiry, investigation, arbitration or administrative proceeding at law or in equity of or before any Governmental Authority pending or, to the best knowledge of the Commission after due inquiry, threatened against the Commission (i) with respect to any of the transactions contemplated by the Resolution or the Related Documents, (ii) which in any way contests the existence, organization or powers of the Commission, (iii) which would adversely affect the validity, enforceability or perfection of the Trust Estate or the amounts held in the accounts and subaccounts under the Indenture, (iv) the rights and remedies of the Purchaser or any Bondholder under any of the Related Documents, or (v) which, if adversely determined, would have a Material Adverse Effect. Section Financial Statements. The audited financial statements of the Commission for the Fiscal Year ended May 31, 2017, accompanied by all required notes to the financial statements, together with a report of the Commission s independent public accountants, as heretofore delivered to the Purchaser are complete and correct and fairly present the financial condition, change in net assets and results of operations of the Commission as of said date and the results of the operations of the Commission for such period, and have been prepared in accordance with GAAP consistently applied except as stated in the notes thereto; and there has been no Material Adverse Change since May 31, The data on which such financial statements are based is true and correct. The Commission has no material contingent liabilities or other material contracts or commitments as of the date of such financial statements which are not reflected in such financial statements, or in the notes thereto, previously delivered to the Purchaser. Section Employee Benefit Plan Compliance. (a) The Commission is not subject to ERISA and maintains no Plans. (b) The Commission has no deficiency with respect to its legally required contribution for the employee benefit plans in which its employees participate the effect of which could reasonably be expected to result in a Material Adverse Effect and is otherwise in compliance with terms of any such employee benefit plans provided to employees of the Commission. Section No Defaults. No Default or Event of Default has occurred and is continuing, and no default or event of default has occurred and is continuing under the Indenture or any of the Related Documents. The Commission is in compliance with, and has not received any complaint or other notice alleging a material violation of or failure to comply with, any Applicable Law or any order, writ, injunction or decree of any Governmental Authority, subject to the right of the Commission to appeal all such matters, and the Commission is not in breach of (i) any provision of any Contract evidencing or entered into with respect to any of its indebtedness secured by or payable from Revenues or (ii) any other Contract to which the -21-

28 Commission is a party or by which it is bound, the breach or violation of which would have a Material Adverse Effect. Section Insurance. The Commission is in compliance with the insurance requirements set forth in Section 708 of the Master Indenture. Section Title to Assets. The Commission has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business (including, without limitation, the System), except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Commission (including, without limitation, the System) is not subject to any Liens, other than those permitted by the terms of the Indenture. Section Incorporation by Reference. The representations and warranties of the Commission contained in the other Related Documents to which the Commission is a part, together with the related definitions of terms contained therein, are hereby incorporated by reference in this Agreement as if each and every such representation and warranty and definition were set forth herein in its entirety, and the representations and warranties made by the Commission in such Sections are hereby made for the benefit of the Purchaser. No amendment to or waiver of such representations and warranties or definitions made pursuant to the relevant Related Documents or incorporated by reference shall be effective to amend such representations and warranties and definitions as incorporated by reference herein without the prior written consent of the Purchaser. Section Correct Information. All representations and warranties in the Related Documents and the financial information, reports and other papers and data with respect to the Commission furnished to the Purchaser were, at the time the same were so made or furnished, accurate in all material respects. No fact is known to the Commission that materially and adversely affects the security for any of the Bonds, or the Commission s ability to repay when due the principal of and interest on any Bonds and to perform its other obligations under the Related Documents or any information in the financial statements. Taken as a whole, the documents furnished and statements made by the Commission in connection with the negotiation, preparation or execution of the Related Documents do not contain untrue statements of material facts. Section Investment Company. The Commission is not an investment company or a company controlled by an investment company, as such terms are defined in the Investment Company Act of 1940, as amended. Section Margin Stock. The Commission is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of the Bonds will be used to purchase or carry any such margin stock or extend credit to others for the purpose of purchasing or carrying any such margin stock. -22-

29 Section Tax-Exempt Status. The Commission has not taken any action or omitted to take any action, and knows of no action taken by any Governmental Authority, which action, if taken or omitted, would adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. Section Usury. None of the Related Documents provide for any payments that would violate any applicable usury laws regarding permissible maximum rates of interest or the calculation or collection upon interest. Section Security. The Bonds and all other amounts owed to the Purchaser hereunder or under any Related Document constitute Parity Obligations under the Master Indenture. The Commission s irrevocable pledge of the Trust Estate (subject to the pledge of certain funds and accounts under the Indenture to secure obligations other than the Bonds, including, without limitation, the Debt Service Reserve Fund) to and for the payment of the Bonds and the other Obligations hereunder (i) is valid and binding as of the Effective Date and all Revenues and any other property that comprises the Trust Estate now or hereafter received by the Commission are immediately subject to the Lien thereof, (ii) creates a pledge of, lien on and security interest therein as provided in the Indenture, (iii) requires no further acts, instruments, approvals, filings, registration, recording or publication of the Indenture or notice to any Person, except as required by law, to validly establish the pledge provided for under the Indenture or to protect or maintain the Lien created thereby on the Revenues and any other property that comprises the Trust Estate (subject to the pledge of certain funds and accounts under the Indenture to secure obligations other than the Bonds, including, without limitation, the Debt Service Reserve Fund) to secure the Bonds and the other Obligations hereunder and (iv) does not require any act of appropriation for the application thereof to the purposes for which pledged. The provisions of the Indenture constitute a contract between the Commission and the Trustee, on behalf of the Bondholders, and the Bondholders have certain rights under the Indenture to the extent provided in the Indenture. Section Pending Legislation and Decisions. There is no amendment or, to the best knowledge of the Commission, proposed amendment certified for placement on a statewide ballot to the Constitution of the Commonwealth or any published administrative interpretation of the Constitution of the Commonwealth or any law of the Commonwealth, or any proposition or referendum (or proposed proposition or referendum) or any other ballot initiative, or any legislation that has passed either house of the legislature of the Commonwealth, or, any published judicial decision interpreting any of the foregoing, the effect of which would (i) adversely affect the issuance of, or security for, any of the Bonds or (ii) have a Material Adverse Effect. Section Trustee. U.S. Bank National Association is the duly appointed and acting Trustee for the Bonds. Section Environmental Matters. The Commission has not received notice to the effect that its operations are not in compliance with any of the requirements of applicable federal, state or local environmental, health and safety statutes and regulations or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a -23-

30 release of any toxic or hazardous waste or substance into the environment, which noncompliance or remedial action could have a Material Adverse Effect. Section No Immunity. Although the Commission, as an instrumentality of the Commonwealth, is entitled to immunity on the grounds of sovereign immunity in certain situations, legal proceedings may be brought against the Commission for contract claims in courts in which such legal proceedings may be brought against the Commonwealth. Section Vote of the Electorate or Referendum. To the best knowledge of the Commission, there is no vote of the electorate or referendum pending, proposed or concluded, the results of which could reasonably be expected to result in a Material Adverse Effect. Section Anti-Terrorism Laws. Neither the Commission nor any of Affiliates thereof is in violation of any Laws relating to terrorism or money laundering ( Anti-Terrorism Laws ), including Executive Order No on Terrorist Financing, effective September 24, 2001 (the Executive Order ), and the Patriot Act; (i) neither the Commission nor any Affiliate thereof is any of the following: (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (B) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (C) a Person with which the Purchaser or any Bondholder is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports terrorism as defined in the Executive Order; or (E) a Person that is named as a specially designated national and blocked person on the most current list published by the Office of Foreign Asset Control ( OFAC ) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list; and (ii) to the best of the Commission s knowledge neither the Commission nor any Affiliate thereof (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (i) above, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. -24-

31 Section Permitted Investments. The Commission has neither made any investment nor entered into any agreements for the purpose of effecting any investment of amounts maintained under the Indenture which is not permitted pursuant to the Indenture. Section Pari Passu. Under the laws of the Commonwealth, the obligation of the Commission under this Agreement and the Indenture to pay the principal of and interest at the applicable Fixed Rate, the Default Rate or the Taxable Rate on the Bonds as set forth herein and in the Supplemental Indenture and the other Obligations hereunder constitutes a charge and lien on the Revenues and any other property that comprises the Trust Estate (subject to the pledge of certain funds and accounts under the Indenture to secure obligations other than the Bonds, including, without limitation, the Debt Service Reserve Fund) equal to and on a parity with the charge and lien upon the Revenues and any other property that comprises the Trust Estate (subject to the pledge of certain funds and accounts under the Indenture to secure obligations other than the Bonds, including, without limitation, the Debt Service Reserve Fund) for the payment of all other Parity Obligations under the Master Indenture, and, with respect to Revenues and any other property that comprises the Trust Estate (subject to the pledge of certain funds and accounts under the Indenture to secure obligations other than the Bonds, including, without limitation, the Debt Service Reserve Fund). Section No Existing Right to Accelerate in Bank Agreements. The Commission has not entered into a Bank Agreement with any Person which provides such Person the ability to direct a mandatory tender, mandatory redemption or an acceleration of the related indebtedness after an event of default thereunder other than the ability to accelerate Parity Obligations in accordance with the remedial provisions set forth in Article VIII of the Master Indenture. ARTICLE VI COVENANTS OF THE COMMISSION So long as any Bond is outstanding under the Indenture and until all other Obligations shall have been paid in full, the Commission hereby covenants and agrees with the Purchaser and each other Bondholder, unless otherwise consented to in writing by the Purchaser in its sole discretion, as follows: Section Maintenance of Existence; Sale of Assets; Consolidation, Merger, Etc. (a) The Commission shall maintain its existence as a duly established and existing instrumentality of the Commonwealth and its rights and privileges pursuant to the Enabling Acts and at all times maintain its ownership of the System. (b) The Commission shall not sell, transfer, lease or convey (whether in a single transaction or a series of transactions) all or any substantial part of its Property which constitutes a part of the System if such sale, transfer, lease or conveyance could reasonably be expected to result in a Material Adverse Effect. The Commission shall not dissolve or consolidate with or merge into another Person. The Commission shall not permit one or more other Persons to consolidate with or merge into the Commission if such consolidation or merger could reasonably be expected to result in a Material Adverse Effect. -25-

32 Section Reports, Certificates and Other Information. The Commission shall furnish or cause to be furnished to the Purchaser copies of: (a) As soon as available and in any event within one hundred eighty (180) days after the close of each Fiscal Year of the Commission: (i) complete audited statements of the Commission, such audited financial statements to be in substantially such form as the audited financial statements for the Fiscal Year ended May 31, 2017, referenced in Section 5.06 hereof, provided to the Purchaser prior to the Effective Date by the Commission, all of which shall be prepared and presented by a nationally recognized independent certified public accountants as the Commission shall engage to prepare its audited financial statements, in accordance with GAAP, consistently applied, and shall fairly present the financial condition of the Commission as at the end of such Fiscal Year; and (ii) a certificate signed by the chief financial officer of the Commission, in substantially the form of the Compliance Certificate, stating that no Event of Default or Potential Event of Default has occurred or, if any such Event of Default or Potential Event of Default has occurred, specifying the nature of such Event of Default or Potential Event of Default, the period of its existence, the nature and status thereof and any remedial steps taken or proposed to correct such Event of Default or Potential Event of Default, as applicable; (b) promptly after the adoption thereof, but in any event within thirty (30) days thereof, a copy of the final budget of the Commission for such Fiscal Year; (c) promptly, and in any event within ten (10) days after the Commission has knowledge thereof, written notice of any matter or event which would reasonably be expected to result in a Material Adverse Change; (d) promptly, and in any event within ten (10) days after the Commission has actual knowledge thereof, notice to the Purchaser (i) of the occurrence of any Potential Event of Default or Event of Default or any default or event of default under any of the Related Documents, (ii) if any representation or warranty made by the Commission in any of the Related Documents ceases to be, or was not at the time such representation or warranty was made, for any reason, true, (iii) of the occurrence of any default or event of default under any Contract relating to obligations issued under the Master Indenture or (iv) any other development, financial or otherwise, which the Commission reasonably expects to have a Material Adverse Effect. (e) promptly, (1) notice of the failure by the Trustee to perform any of its material obligations under the Indenture, (2) forthwith, copies of any notification delivered to or received by the Commission with respect to a downgrade, withdrawal or suspension of the rating assigned by any Rating Agency to Parity Obligations or Subordinated Indebtedness or any other obligation of the Commission secured by the Revenues, (3) forthwith, to the extent not confidential, copies of any correspondence or other communications, delivered to or received by the Commission from the Internal Revenue Service with respect to the Bonds or any other obligation of the Commission -26-

33 secured by the Revenues, and (4) forthwith, copies of each notice required to be given to any Bondholder pursuant to the Indenture; (f) promptly, and in any event within five (5) days of the Commission s knowledge thereof, written notice to the Purchaser of any litigation, action, suit or proceeding brought against the Commission at law or in equity by or before any Governmental Authority which seeks damages in excess of $15,000,000 and not covered by insurance or which, in any case, could reasonably be expected to have a Material Adverse Effect; and (g) such other information regarding the affairs and condition of the Commission and the System as the Purchaser may from time to time reasonably request at the expense of the Purchaser; provided that the Commission shall not be required to furnish such information if doing so violates applicable law as reasonably construed. Section Maintenance of Books and Records. The Commission will keep proper books of record and account containing full, true and correct entries in accordance with GAAP. All financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements, except as otherwise specifically prescribed herein. Except as provided in the immediately preceding sentence, in preparing any financial data or statements contemplated or referred to in this Agreement, the Commission shall not vary or modify the accounting methods or principles from the accounting standards employed in the preparation of its audited financial statements described in Section 5.06 hereof. Section Access to Books and Records. The Commission shall at any reasonable time and from time to time, upon reasonable prior written notice, permit the Purchaser or any agents or representatives thereof, at the Purchaser s expense, to examine and make copies of the records and books of account related to the Commission and the transactions contemplated by the Related Documents, to visit its properties and to discuss its affairs, finances and accounts with any of its officers and its independent public accountants. Section Compliance with Documents. The Commission agrees that it will perform and comply with each and every covenant and agreement required to be performed or observed by it in the Indenture and each of the other Related Documents to which it is a party, which provisions, as well as related defined terms and all related cure period provisions contained therein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety all of which shall be deemed to be made for the benefit of the Purchaser and shall be enforceable against the Commission. To the extent that any such incorporated provision permits the Commission or any other party to waive compliance with such provision or requires that a document, opinion or other instrument or any event or condition be acceptable or satisfactory to the Commission or any other party, for purposes of this Agreement, such provision shall be complied with unless it is specifically waived by the Purchaser in writing and such document, opinion or other instrument and such event or condition shall be acceptable or satisfactory only if it is acceptable or satisfactory to the Purchaser which -27-

34 shall only be evidenced by the written approval by the Purchaser of the same. Except as permitted by Section 6.13 hereof, no termination or amendment to such covenants and agreements or defined terms or release of the Commission with respect thereto made pursuant to the Indenture or any of the other Related Documents to which the Commission is a party, shall be effective to terminate or amend such covenants and agreements and defined terms or release the Commission with respect thereto in each case as incorporated by reference herein without the prior written consent of the Purchaser. Notwithstanding any termination or expiration of the Indenture or any such other Related Document to which the Commission is a party, the Commission shall continue to observe the covenants therein contained for the benefit of the Purchaser until the termination of this Agreement and the defeasance or payment in full of the Bonds and all other Obligations; provided, further that all related cure period provisions therein contained shall also continue to apply. All such incorporated covenants shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such incorporated covenants be a limitation on the express covenants contained herein. Section Compliance with Law; Maintenance of Approvals. The Commission will comply in all respects with the Enabling Acts, the Resolution and all Applicable Laws the failure to comply with which could reasonably be expected to have a Material Adverse Effect. The Commission shall at all times maintain in effect, renew and comply with all the terms and conditions of all such Governmental Approvals as may be necessary or appropriate under any Applicable Law to conduct its operations, for the execution, delivery and performance of the Related Documents and to cause such agreements to be the legal, valid, binding and enforceable obligations of the Commission. Section Rate Covenant. The Commission shall at all times comply with the Rate Covenant set forth in Section 501 of the Master Indenture. Section No Impairment. The Commission will neither take any action, nor cause any Person to take any action, under any Related Document which would materially adversely affect the rights, remedies or security of the Purchaser or any other Bondholder under this Agreement or any other Related Document or which could reasonably be expected to result in a Material Adverse Effect. Section Application of Proceeds. The Commission will not take or omit to take any action, which action or omission will in any way result in the Bond proceeds being applied in a manner other than as provided in the Indenture and this Agreement. Section Notice of Optional Redemption of Bonds. The Commission shall provide to the Purchaser fifteen (15) Business Days prior written notice to any proposed optional redemption of the Bonds in accordance with the Supplemental Indenture. Section Limitation on Additional Debt. The Commission shall not issue any indebtedness secured by or payable from Revenues unless issued in accordance with the terms of the Indenture. Notwithstanding anything to the contrary contained herein, in no event may the -28-

35 Commission issue any additional indebtedness that is senior to the lien on the Revenues securing the Bonds and the other Parity Obligations. Section Maintenance of Tax Exempt Status. The Commission will not take any action or omit to take any action that, if taken or omitted, would adversely affect the exclusion of interest on any Bond from the gross income of any Bondholder for Federal income tax purposes. Section Amendments to Related Documents. The Commission will not amend or modify, or permit to be amended or modified the Master Indenture or any Related Document in any manner which would materially adversely affect the Commission s ability to repay any Parity Obligations or which adversely affects the security for the Bonds or the other Obligations hereunder or the Commission s ability to repay when due the Bonds or the other Obligations hereunder or the interests, security, rights or remedies of the Purchaser or any other Bondholder without the prior written consent of the Purchaser. Section Maintenance of Insurance. The Commission shall maintain insurance with responsible insurance companies as provided in Section 708 of the Master Indenture. Section Maintenance of System. The Commission shall (i) maintain and operate the System in an efficient and economical manner and (ii) maintain the System in good working repair and will make all necessary repairs, renewals and replacements. Section Taxes and Liabilities. The Commission shall pay all its indebtedness and obligations promptly and in accordance with their terms and pay and discharge or cause to be paid and discharged promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, real, personal or mixed, or upon any part thereof, before the same shall become in default, which default could have a Material Adverse Effect; provided that the Commission shall have the right to defer payment or performance of obligations to Persons other than the Purchaser so long as it is contesting in good faith the validity of such obligations by appropriate legal action and no final order or judgment has been entered with respect to such obligations. Section Sovereign Immunity. In the event that, after the Effective Date, the Commission may be entitled to claim immunity in the context of its contractual obligations, to the extent permitted by law, the Commission will not assert any such immunity that would in any way prohibit legal proceedings being brought against the Commission for claims hereunder, the Bonds or any of the other Related Documents in courts in which such legal proceedings may be brought against the Commonwealth. Section Bank Agreements. In the event that the Commission shall, directly or indirectly, enter into or otherwise consent to any Bank Agreement which such Bank Agreement provides such Person with more restrictive covenants, or additional events of default and/or greater rights and remedies than are provided to the Purchaser in this Agreement (including, without limitation, the ability to direct a mandatory tender, a mandatory redemption or an acceleration of the Bonds after an event of default except as provided in Article VIII of the Master Indenture), the Commission shall provide the Purchaser with a copy of each such Bank -29-

36 Agreement and such more restrictive covenants or additional events of default and/or greater rights and remedies shall automatically be deemed to be incorporated into this Agreement and the Purchaser shall have the benefits of such more restrictive covenants or additional events of default and/or greater rights and remedies as if specifically set forth herein. The Commission shall promptly enter into an amendment to this Agreement to include more restrictive covenants or additional events of default and/or greater rights and remedies; provided that the Purchaser shall have and maintain the benefit of such more restrictive covenants or additional events of default and/or greater rights and remedies even if the Commission fails to provide such amendment. Section Maintenance of Ratings. The Commission shall at all times maintain longterm unenhanced ratings on the publicly offered bonds constituting Parity Obligations (other than the Bonds) by any two Rating Agencies. As of the Effective Date, the Commission maintains long-term unenhanced ratings on such Parity Obligations from at least two of Fitch, Moody s and S&P. Section Liens, Etc. The Commission shall not create or suffer to exist any Lien upon or with respect to the Revenues or any of the funds or accounts created under the Master Indenture except those Liens specifically permitted under the Master Indenture as of the Effective Date and the Commission will take all actions and do all things necessary to maintain the pledge of and the lien on the Revenues and such funds or accounts under the Master Indenture. Section Employee Benefit Plans. The Commission shall in a timely fashion comply in all material respects with all requirements under any employee benefit plan of the Commission provided by the Commission with respect to which its employees participate, except in such instances where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Section Federal Reserve Board Regulations. The Commission shall not use the proceeds of the purchase of the Bonds pursuant to the terms of this Agreement, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, in each case in violation of, or for a purpose which violates, or would be inconsistent with, Regulation T, U or X of the Board of Governors of the Federal Reserve System. Section Use of Information. Except as may be required by law (including, but not limited to, federal and state securities laws), the Commission shall not use the Purchaser s or any Affiliate of the Purchaser s name in any published materials (other than the Commission s staff reports, annual statements, voluntary Electronic Municipal Market Access (EMMA) filing, audited financial statements, rating agency presentations and official statements or other debt-offering documents of the Commission (so long as such use of the name of the Purchaser or any its Affiliates in any official statements or other debt-offering documents is limited to a -30-

37 description that the Purchaser has purchased this particular series of Bonds) without the prior written consent of such Person (which consent shall not be unreasonably withheld). Section Appointment of Successor Trustee. The Commission shall appoint a successor trustee in accordance with the provisions of the Indenture. ARTICLE VII EVENTS OF DEFAULT Section Events of Default. The occurrence of any of the following events (whatever the reason for such event and whether voluntary, involuntary, or effected by operation of Law) shall be an Event of Default hereunder, unless waived in writing by the Purchaser: (a) the Commission fails to pay, or cause to be paid, when due any principal or purchase price of or interest on any Bond; (b) the Commission shall fail to pay any Obligation (other than the obligation to pay the principal of, any purchase price of, or interest on the Bonds) and such failure shall continue for seven (7) Business Days; (c) any representation, warranty or statement made by or on behalf of the Commission herein or in any Related Document to which the Commission is a party or in any certificate delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or the documents, certificates or statements of the Commission furnished to the Purchaser by or on behalf of the Commission in connection with the transactions contemplated hereby, when taken as a whole, are materially inaccurate in light of the circumstances under which they were made and as of the date on which they were made; (d) the Commission shall default in the due performance or observance of any of the covenants set forth in Sections 6.01(a), 6.05, 6.07, 6.09, 6.10, 6.11, 6.13, 6.17, 6.20 or 6.22 hereof; (e) the Commission fails to perform or observe any other term, covenant or agreement contained in this Agreement (other than those referred to in any other Event of Default hereunder) or any other Related Document and such default shall remain unremedied for period of thirty (30) days after the occurrence thereof; (f) any of the following shall occur with respect to the Commission: (i) an involuntary case or other proceeding shall be commenced against the Commission seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall not be dismissed within sixty (60) days; (ii) an order for relief shall be entered against the -31-

38 Commission under the federal bankruptcy laws as now or hereafter in effect or pursuant to any other state or federal laws concerning insolvency or of similar purpose; (iii) there shall be commenced against the Commission any case, proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within thirty (30) days after the entry thereof; (iv) the Commission shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; (v) the Commission shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as the same become due; (vi) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Commission or any substantial part of its Property; or (vii) a debt moratorium, debt adjustment, debt restructuring or comparable extraordinary restriction with respect to the payment of principal or interest on the indebtedness of the Commission shall be declared or imposed pursuant to a finding or ruling by the Commission, the United States of America, the Commonwealth, any instrumentality thereof or any other Governmental Authority with appropriate jurisdiction over the Commission; (g) (i) any provision of this Agreement, the Master Indenture or any Related Document related to (A) payment of principal of or interest on the Bonds or any other Parity Obligations or (B) the validity or enforceability of the pledge of the Revenues or any other pledge or security interest created by the Master Indenture shall at any time for any reason cease to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction, or shall be declared, in a final non-appealable judgment by any court of competent jurisdiction, to be null and void, invalid or unenforceable; (ii) the validity or enforceability of any material provision of this Agreement, the Master Indenture or any Related Document related to (A) the payment of the principal of or interest on the Bonds or any other Parity Obligations, or (B) the validity or enforceability of the pledge of the Revenues or any other pledge or security interest created by the Master Indenture shall be publicly contested by the Commission; (iii) any other material provision of this Agreement, the Master Indenture or any other Related Document, other than a provision described in clause (i) or (ii) above, shall at any time for any reason cease to be valid and binding on the Commission, including, without limitation, as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non-appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof shall be publicly contested by the Commission; occur; (h) the dissolution or termination of the existence of the Commission shall -32-

39 (i) the Commission shall (i) default in the payment of the principal of or interest on any Parity Obligations (other than the Bonds) or Subordinated Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Parity Obligations (other than the Bonds) or Subordinated Indebtedness was issued or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Parity Obligations (other than the Bonds) or Subordinated Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to permit or cause the holder or holders of such Parity Obligations (other than the Bonds) or Subordinated Indebtedness (or a trustee or agent on behalf of such holder or holders) to exercise remedies with respect to such default, including, without limitation, declaring any such Parity Obligations (other than the Bonds) or Subordinated Indebtedness to become due prior to its stated or scheduled maturity (whether by acceleration, redemption or tender); (j) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, which are not covered in full by insurance, with written acknowledgement of such coverage having been provided by the provider of such insurance coverage to the Purchaser, in an aggregate amount not less than $25,000,000 shall be entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded, undismissed or unstayed for a period of sixty (60) days; (k) any event of default under the Master Indenture or any other Related Document (as defined respectively therein) shall have occurred, beyond the period of grace and which is not cured within any applicable cure period provided thereunder, if any; (l) any Governmental Authority of competent jurisdiction shall declare a financial emergency or similar declaration with respect to the Commission and shall appoint or designate, with respect to the Commission, an entity such as an organization, a board, a commission, an authority, an agency or any other similar body to manage the affairs and operations of the Commission; or (m) any of Fitch, Moody s and S&P shall have downgraded its rating of any long-term unenhanced Parity Obligation of the Commission to below BBB+ (or its equivalent), Baa1 (or its equivalent), or BBB+ (or its equivalent), respectively, or suspended or withdrawn its rating of the same. Section Consequences of an Event of Default. If an Event of Default specified in Section 7.01 hereof shall occur and be continuing, the Purchaser may take one or more of the following actions at any time and from time to time (regardless of whether the actions are taken at the same or different times): (a) deliver a written notice to the Trustee and the Commission that an Event of Default has occurred and is continuing and direct the Trustee and the Commission, as -33-

40 applicable, to take such remedial action as is provided for in the Indenture; provided that any acceleration of the Bonds shall be in accordance with the remedial provisions set forth in Article VIII of the Master Indenture; (b) to the extent permitted under and subject to the requirements of the Indenture, either personally or by attorney or agent without bringing any action or proceeding, or by a receiver to be appointed by a court in any appropriate action or proceeding, take whatever action at law or in equity may appear necessary or desirable to collect the amounts due and payable under the Related Documents or to enforce performance or observance of any obligation, agreement or covenant of the Commission under the Related Documents, whether for specific performance of any agreement or covenant of the Commission or in aid of the execution of any power granted to the Purchaser in the Related Documents; (c) cure any Default, Event of Default or event of nonperformance hereunder or under any Related Document; provided, however, that the Purchaser shall have no obligation to effect such a cure and any such action shall not be inconsistent with the provisions of the Indenture; and (d) exercise, or cause to be exercised, any and all remedies as it may have under the Related Documents and as otherwise available at law and at equity. Section Remedies Cumulative; Solely for the Benefit of Purchaser. To the extent permitted by, and subject to the mandatory requirements of, applicable Law, each and every right, power and remedy herein specifically given to the Purchaser in the Related Documents shall be cumulative, concurrent and nonexclusive and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy (whether specifically herein given or otherwise existing) may be exercised from time to time and as often and in such order as may be deemed expedient by the Purchaser, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. The rights and remedies of the Purchaser specified herein are for the sole and exclusive benefit, use and protection of the Purchaser, and the Purchaser is entitled, but shall have no duty or obligation to the Commission, the Trustee or any other Person or otherwise, to exercise or to refrain from exercising any right or remedy reserved to the Purchaser hereunder or under any of the other Related Documents. Section Waivers or Omissions. No delay or omission by the Purchaser in the exercise of any right, remedy or power or in the pursuit of any remedy shall impair any such right remedy or power or be construed to be a waiver of any default on the part of the Purchaser or to be acquiescence therein. No express or implied waiver by the Purchaser of any Event of Default shall in any way be a waiver of any future or subsequent Event of Default. -34-

41 Section Discontinuance of Proceedings. In case the Purchaser shall proceed to invoke any right, remedy or recourse permitted hereunder or under the Related Documents and shall thereafter elect to discontinue or abandon the same for any reason, the Purchaser shall have the unqualified right so to do and, in such event, the Commission and the Purchaser shall be restored to their former positions with respect to the Obligations, the Related Documents and otherwise, and the rights, remedies, recourse and powers of the Purchaser hereunder shall continue as if the same had never been invoked. ARTICLE VIII INDEMNIFICATION Section Indemnification. In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the Commission hereby agrees (to the extent permitted by law) to indemnify and hold harmless each Bondholder or and its officers, directors and agents (each, an Indemnitee ) from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever (including reasonable attorneys fees) which may incur or which may be claimed against an Indemnitee by any Person or entity whatsoever (collectively, the Liabilities ) by reason of or in connection with (a) the execution and delivery or transfer of, or payment or failure to pay under, any Related Document; (b) the issuance and sale of the Bonds; and (c) the use of the proceeds of the Bonds; provided that the Commission shall not be required to indemnify an Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of such Indemnitee. Notwithstanding anything to the contrary contained in this Section, (i) the Commission shall have no obligation to indemnify an Indemnitee for damages that the Commission proves were caused solely out of the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment, and (ii) the Commission shall have a claim against such Indemnitee, and such Indemnitee shall be liable to the Commission, to the extent of any direct, as opposed to special, indirect, or consequential damages suffered by the Commission which the Commission proves were caused solely by such Indemnitee's gross negligence or willful misconduct, as determined by a court of competent jurisdiction. Nothing under this Section 8.01 is intended to limit the Commission s payment of the Obligations. This provision may not be construed to limit the sovereign immunity of the Commission. Section Survival. The obligations of the Commission under this Article VIII shall survive the payment of the Bonds and the termination of this Agreement. ARTICLE IX MISCELLANEOUS Section Patriot Act Notice. The Purchaser hereby notifies the Commission that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies the Commission, which information includes the name and address of -35-

42 the Commission and other information that will allow the Purchaser to identify the Commission in accordance with the Patriot Act. The Commission hereby agrees that it shall promptly provide such information upon request by the Purchaser. Section Further Assurances. From time to time upon the request of either party hereto, the other shall promptly and duly execute, acknowledge and deliver any and all such further instruments and documents as the requesting party may in its reasonable discretion deem necessary or desirable to confirm this Agreement, and the other Related Documents, to carry out the purpose and intent hereof and thereof or to enable the requesting party to enforce any of its rights hereunder or thereunder. At any time, and from time to time, upon request by the Purchaser, the Commission will, at the Commission s expense, correct any defect, error or omission which may be discovered in the form or content of any of the Related Documents. Upon any failure by the Commission to do so, the Purchaser or the Trustee may make, execute and record any and all such instruments, certificates and other documents for and in the name of the Commission, all at the sole expense of the Commission, and the Commission hereby appoints the Purchaser and the Trustee the agent and attorney-in-fact of the Commission to do so, this appointment being coupled with an interest and being irrevocable. In addition, at any time, and from time to time, upon request by the Purchaser or the Trustee, the Commission will, at the Commission's expense, provide any and all further instruments, certificates and other documents as may, in the opinion of the Purchaser or the Trustee, be necessary or desirable in order to verify the Commission s identity and background in a manner satisfactory to the Purchaser or the Trustee, as the case may be. Section Amendments and Waivers; Enforcement. The Purchaser and the Commission may from time to time enter into agreements amending, modifying or supplementing this Agreement or changing the rights of the Purchaser or the Commission hereunder, and the Purchaser may from time to time grant waivers or consents to a departure from the due performance of the obligations of the Commission hereunder or the other Related Documents to the extent required hereby. Any such agreement, waiver or consent must be in writing and shall be effective only to the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any provision hereof, any Default or Event of Default so waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend to any other or subsequent Default or Event of Default or impair any right consequent thereto. Section No Implied Waiver; Cumulative Remedies. No course of dealing and no delay or failure of the Purchaser in exercising any right, power or privilege under this Agreement or the other Related Documents shall affect any other or future exercise thereof or exercise of any right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Purchaser under this Agreement are cumulative and not exclusive of any rights or remedies which the Purchaser would otherwise have under any Related Document, at law or in equity. -36-

43 Section Notices. All notices, requests, demands, directions and other communications (collectively notices ) under the provisions of this Agreement shall be in writing (including facsimile communication), unless otherwise expressly permitted hereunder, and shall be sent by first-class mail or overnight delivery and shall be deemed received as follows: (i) if by first class mail, five (5) days after mailing; (ii) if by overnight delivery, on the next Business Day; (iii) if by telephone, when given to a person who confirms such receipt; and (iv) if by facsimile, when confirmation of receipt is obtained. All notices shall be sent to the applicable party at the following address or in accordance with the last unrevoked written direction from such party to the other parties hereto: The Commission: Pennsylvania Turnpike Commission with a copy to: Pennsylvania Turnpike Commission The Purchaser: Wells Fargo Bank, National Association The Trustee: U.S. Bank National Association The Purchaser may rely on any notice (including telephone communication) purportedly made by or on behalf of the other, and shall have no duty to verify the identity or authority of the Person giving such notice, unless such actions or omissions would amount to gross negligence or intentional misconduct. -37-

44 Section No Third-Party Rights. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the parties hereto and the Bondholders any legal or equitable right, remedy or claim under or in respect of this Agreement, which is intended for the sole and exclusive benefit of the parties hereto. Section Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. Section Governing Law; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH. (b) EACH OF THE PARTIES IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES DISTRICT COURT SITTING IN THE COMMONWEALTH AND ANY COURT IN THE COMMONWEALTH, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST OR BY IT IN CONNECTION WITH THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RELATED THERETO, AND THE PARTIES IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH PENNSYLVANIA STATE COURT, OR TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE AND AGREE NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THE RELATED DOCUMENTS OR THE SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS. NOTWITHSTANDING THE ABOVE, ANY ACTIONS AT LAW OR IN EQUITY VERSUS THE COMMISSION SHALL BE BROUGHT ONLY IN THE COURTS IN WHICH SUCH ACTIONS MAY BE BROUGHT AGAINST THE COMMONWEALTH. (c) TO THE EXTENT PERMITTED BY APPLICABLE LAWS, EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE RELATED DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. (d) The covenants and waivers made pursuant to this Section 9.08 shall be irrevocable and unmodifiable, whether in writing or orally, and shall be applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. Section Prior Understandings. This Agreement and the other Related Documents supersede all other prior understandings and agreements, whether written or oral, among the parties hereto relating to the transactions provided for herein and therein. -38-

45 Section Duration. All representations and warranties of the Commission contained herein or made in connection herewith shall survive the making of and shall not be waived by the execution and delivery of this Agreement or the other Related Documents. All covenants and agreements of the Commission contained herein shall continue in full force and effect from and after the date hereof until the Obligations have been fully discharged. Section Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Section Successors and Assigns. (a) Successors and Assigns Generally. This Agreement is a continuing obligation and shall be binding upon the Commission, its successors, transferees and assigns and shall inure to the benefit of the Bondholders and their respective permitted successors, transferees and assigns. The Commission may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Purchaser. Each Bondholder may, in its sole discretion and in accordance with applicable Law, from time to time assign, sell or transfer in whole or in part, this Agreement, its interest in the Bonds and the Related Documents in accordance with the provisions of paragraph (b) or (c) of this Section. Each Bondholder may at any time and from time to time enter into participation agreements in accordance with the provisions of paragraph (d) of this Section. Each Bondholder may at any time pledge or assign a security interest subject to the restrictions of paragraph (e) of this Section. Wells Fargo Bank, National Association shall be the Purchaser hereunder until such time as the Majority Bondholder designates an alternate Person to serve as the Purchaser hereunder by delivery of written notice to the Commission and the Trustee and such Person accepts and agrees to act as the Purchaser hereunder and under the Related Documents. The Majority Bondholder may so designate an alternate Person to act as the Purchaser from time to time. Upon acceptance and notification thereof to the Commission and the Trustee, the successor to the Purchaser for such purposes shall thereupon succeed to and become vested with all of the rights, powers, privileges and responsibilities of the Purchaser, and Wells Fargo Bank, National Association or any other Person being replaced as the Purchaser shall be discharged from its duties and obligations as the Purchaser hereunder. (b) Sales and Transfers by Bondholder to a Purchaser Transferee. Without limitation of the foregoing generality, a Bondholder may at any time sell or otherwise transfer to one or more transferees all or a portion of the Bonds to a Person that is (i) a Purchaser Affiliate or (ii) a trust or other custodial arrangement established by the Purchaser or a Purchaser Affiliate, the owners of any beneficial interest in which are limited to qualified institutional buyers as defined in Rule 144A promulgated under the 1933 Act (each, a Purchaser Transferee ). From and after the date of such sale or transfer, Wells Fargo Bank, National Association (and its successors) shall continue to have all of the rights of the Purchaser hereunder and under the other Related Documents as if no such transfer or sale had occurred; provided, however, that (A) no such sale or transfer referred to in clause (b)(i) or (b)(ii) hereof shall in any way affect the obligations of the Purchaser hereunder, (B) the Commission and the Trustee shall be required to deal only with the Purchaser with respect to any matters under this Agreement and (C) in the -39-

46 case of a sale or transfer referred to in clause (b)(i) or (b)(ii) hereof, only the Purchaser shall be entitled to enforce the provisions of this Agreement against the Commission. (c) Sales and Transfers by Bondholder to a Non-Purchaser Transferee. Without limitation of the foregoing generality, a Bondholder may at any time sell or otherwise transfer to one or more transferees which are not Purchaser Transferees but each of which constitutes (i) a qualified institutional buyer as defined in Rule 144A promulgated under the 1933 Act and (ii) a commercial bank organized under the laws of the United States, or any state thereof, or any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, and, in any such case, having a combined capital and surplus, determined as of the date of any transfer pursuant to this clause (c), of not less than $5,000,000,000 (each a Non-Purchaser Transferee ) all or a portion of the Bonds if (A) written notice of such sale or transfer, including that such sale or transfer is to a Non-Purchaser Transferee, together with addresses and related information with respect to the Non-Purchaser Transferee, shall have been given to the Commission, the Trustee and the Purchaser (if different than the Bondholder) by such selling Bondholder and Non-Purchaser Transferee, and (B) the Non-Purchaser Transferee shall have delivered to the Commission, the Trustee and the selling Bondholder, an investment letter in substantially the form attached as Exhibit B to the Supplemental Indenture (the Investor Letter ). From and after the date the Commission, the Trustee and the selling Bondholder have received written notice and an executed Investor Letter, (A) the Non-Purchaser Transferee thereunder shall be a party hereto and shall have the rights and obligations of a Bondholder hereunder and under the other Related Documents, and this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the Non-Purchaser Transferee, and any reference to the assigning Bondholder hereunder and under the other Related Documents shall thereafter refer to such transferring Bondholder and to the Non-Purchaser Transferee to the extent of their respective interests, and (B) if the transferring Bondholder no longer owns any Bonds, then it shall relinquish its rights and be released from its obligations hereunder and under the Related Documents. (d) Participations. The Purchaser shall have the right to grant participations in all or a portion of the Purchaser s interest in the Bonds, this Agreement and the other Related Documents to one or more other banking institutions; provided, however, that (i) no such participation by any such participant shall in any way affect the obligations of the Purchaser hereunder and (ii) the Commission and the Trustee shall be required to deal only with the Purchaser, with respect to any matters under this Agreement, the Bonds and the other Related Documents and no such participant shall be entitled to enforce any provision hereunder against the Commission. (e) Certain Pledges. The Purchaser may at any time pledge or grant a security interest in all or any portion of its rights under the Bonds, this Agreement and the Related Documents to secure obligations of the Purchaser, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Purchaser from any of its obligations hereunder or substitute any such pledgee or assignee for the Purchaser as a party hereto. -40-

47 Section No Advisory or Fiduciary Responsibility. In connection with all aspects of the transactions contemplated by this Agreement and the Related Documents (including in connection with any amendment, waiver or other modification of this Agreement or of any Related Document), the Commission acknowledges and agrees that: (a)(i) any arranging, structuring and other services regarding this Agreement and the Related Documents provided by the Purchaser or any Affiliate of the Purchaser are arm s length commercial transactions between the Commission on the one hand, and the Purchaser and any Affiliate of the Purchaser on the other hand, (ii) the Commission has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Commission is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the Related Documents; (b)(i) the Purchaser and each Affiliate of the Purchaser is and has been acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Commission or any other Person and (ii) neither the Purchaser nor any Affiliate of the Purchaser has any obligation to the Commission with respect to the transactions contemplated by this Agreement and the Related Documents, except those obligations expressly set forth herein or otherwise provided by Law; and (c) the Purchaser and each Affiliate of the Purchaser may be engaged in a broad range of transactions that involve interests that differ from those of the Commission. Section Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be written or in writing, (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or printouts, if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, electronic signature means a manually-signed original signature that is then transmitted by electronic means; transmitted by electronic means means sent in the form of a facsimile or sent via the internet as a pdf (portable document format) or other replicating image attached to an message; and, electronically signed document means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] -41-

48 ,. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date. WELLS FARGO BANK, NATIONAL ASSOCIATION PENNSYLVANIA TuRNPIKE COMMISSION Attest: By: Name: Title: By: Name: ~ Title: Signature Page to Continuing Covenant Agreement

49 IN WITNESS W HEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date. WELLS FARGO BANK, NATIONAL ASSOCIATION PENNSYLVANIA TURNPIKE COMMISSION Signature Page to Continuing Covenant Agreement

50 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate (this Certificate ) is furnished to Wells Fargo Bank, National Association (the Purchaser ) pursuant to that certain Continuing Covenant Agreement dated December 27, 2017 (the Agreement ), between the Pennsylvania Turnpike Commission (the Commission ) and Purchaser. Unless otherwise defined herein, the terms used in this Certificate shall have the meanings assigned thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected [chief financial officer of the Commission]; 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Commission during the accounting period covered by the attached financial statements; 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and 4. The financial statements required by Section 6.02 of the Agreement and being furnished to you concurrently with this certificate fairly represent the financial condition of the Commission in accordance with GAAP (subject to year-end adjustments) as of the dates and for the periods covered thereby. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Commission has taken, is taking, or proposes to take with respect to each such condition or event:

51 The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of, 20. PENNSYLVANIA TURNPIKE COMMISSION By Name: Title: Attachment to Exhibit A-2

52 The enclosed electronic (PDF) document has been created by scanning an original paper document. Optical Character Recognition (OCR) has been used to create searchable text. OCR technology is not perfect, and therefore some words present in the original document image may be missing, altered or may run together with adjacent words in the searchable text. SUPPLEMENTAL TRUST INDENTURE NO

53 SUPPLEMENTAL TRUST INDENTURE NO. 44 Dated December 27, 2017 by and between PENNSYLVANIA TURNPIKE COMMISSION and U.S. BANK NATIONAL ASSOCIATION, as Trustee Supplementing AMENDED AND RESTATED TRUST INDENTURE Originally Dated as of July 1, 1986 Amended and Restated as of March 1, 2001 Securing $103,330,000 Pennsylvania Turnpike Commission Fixed Rate Turnpike Revenue Bonds Series C of2017 LEGAL\ \9

54 TABLE OF CONTENTS ARTICLE 1 - DEFIN1TIONS Additional Definitions Rules of Construction; Time of Day... 5 ARTICLE 2 - THE 2017C BONDS Amount, Form and Issuance of2017c Bonds Designation, Denominations, Maturity Dates and Interest Accrual Initial Registration of Bonds with Direct Purchaser; Certificated Form Method and Place of Payment of2017c Bonds Execution and Authentication of 2017C Bonds Registration, Transfer and Exchange of 2017C Bonds Temporary 2017C Bonds Mutilated, Lost, Stolen or Destroyed 2017C Bonds Cancellation and Destruction of 2017C Bonds Upon Payment Conditions Precedent to Issuance of2017c Bonds ARTICLE 3 - DISPOSITION OF PROCEEDS; CREATION OF FUNDS AND ACCOUNTS Establishment of Clearing Funds Accounts of the Debt Service Fund Debt Service Reserve Fund Rebate Fund Investment of Funds ARTICLE 4 - REDEMPTION OF 2017C BONDS Optional Redemption [Reserved.] Selection of 2017C Bonds to be Redeemed Notice and Effect of Call for Redemption ARTICLE 5-COVENANTS OF THE COMMISSION Payment of Principal of and Interest on 2017C Bonds Corporate Existence; Compliance with Laws Further Assurances Tax Covenant Financing Statements ARTICLE 6 - DEFEASANCE Defeasance Provision for Payment LEGAL\ \9

55 6.03 Deposit of Funds for Payment of 2017C Bonds ARTICLE 7 - MISCELLANEOUS PROVISIONS No Rights Conferred on Others Legal, etc. Provisions Disregarded Notices Successors and Assigns Headings for Convenience Only Counterparts Information Under Uniform Commercial Code Applicable Law Notice to Rating Service Indenture Amendment Confirmation of Restated Indenture EXHIBIT A --FORM OF 2017C BOND EXHIBIT B - FORM OF INVESTOR LETTER LEGAL\ \9 11

56 SUPPLEMENTAL TRUST INDENTURE NO. 44 This SUPPLEMENTAL TRUST INDENTURE NO. 44 (this "Supplemental Indenture") is dated December 27, 2017, by and between PENNSYLVANIA TURNPIKE COMMISSION (the "Commission"), an instrumentality of the Commonwealth of Pennsylvania (the "Commonwealth"), and U.S. BANK NATIONAL ASSOCIATION (successor trustee to First Union National Bank), as trustee (the "Trustee"), a national banking association organized and existing under the laws of the United States of America. RECITALS: WHEREAS, the Commission has previously issued various Series of its Pennsylvania Turnpike Revenue Bonds pursuant to an Indenture of Trust dated as of July 1, 1986 between the Commission and the Trustee, as supplemented and amended from time to time (the "1986 Indenture"); and WHEREAS, in order to provide the Commission, among other things, greater flexibility in conducting its operations and in financing its capital needs, the Commission and the Trustee entered into an Amended and Restated Trust Indenture dated as of March 1, 2001 amending and restating the 1986 Indenture in its, entirety (the "Restated Indenture"), as amended and supplemented, pursuant to which other Series of Turnpike Revenue Bonds have been issued (the Turnpike Revenue Bonds issued pursuant to the 1986 Indenture and the Indenture (as defined below) are referred to collectively as the "Bonds"); and WHEREAS, the Restated Indenture provides that it may be amended without the consent of the Bondholders through the execution of a Supplemental Indenture (as defined in the Restated Indenture) for purposes, among others, of issuing Additional Bonds (as defined in the Restated Indenture); and WHEREAS, the Commission has, by resolutions (collectively, the "Resolution"). adopted on August 15, 2017, as supplemented on September 19, 2017, December 5, 2017 and December 19, 2017, under the provisions of Section 210 of the Restated Indenture, duly authorized the issuance of Additional Bonds in an aggregate principal amount not to exceed $300,000,000 (based on par amount) in one or more Series; and WHEREAS, the Commission has designated a portion of the Additional Bonds to be issued pursuant to the Restated Indenture and this Supplemental Indenture (the Restated Indenture, as amended and supplemented through the date hereof, including being amended and supplemented by this Supplemental Indenture and as it may be further amended and supplemented from time to time, is referred to hereinafter as the "Indenture") as the 1 "Pennsylvania Turnpike Commission Fixed Rate Turnpike Revenue Bonds, Series C of 2017" (the "2017C Bonds") issued in the aggregate principal amount of $103,330,000; and WHEREAS, the Commission is issuing the 2017C Bonds for the purposes of: (i) financing the advance refunding of (a) certain of its outstanding Turnpike Revenue Bonds, Series E of 2011 maturing December 1, in the years 2029 (4.250% coupon) and 2030 (4.375% coupon) (the "Refunded 201 le Bonds"), (b) certain of its outstanding Turnpike Revenue Bonds, Series A of 2012 maturing December 1 in the years 2029 through 2031, inclusive, and 2032 (5.000% LEGAL\ \9 1

57 coupon) (the "Refunded 2012A Bonds"), and (c) certain of its outstanding Turnpike Revenue Bonds, Series C of 2013 maturing December 1, in the years 2029 through 2033, inclusive (the "Refunded 2013C Bonds," and together with the Refunded 2011E Bonds and the Refunded 2012A Bonds, the "Refunded Bonds"); and (ii) paying the costs of issuing the 2017C Bonds (collectively, the "2017C Project"); and WHEREAS, all things have been done necessary for making the 2017C Bonds, when authenticated and issued as provided in the Indenture, the valid, binding and legal obligations of the Commission according to the import thereof, and for the creation, execution and delivery of.this Supplemental Indenture; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE W I T NE S S E T H: In addition to and in confirmation of the granting clauses set forth in the Indenture, the Commission, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the 2017C Bonds by the Owners thereof, and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on, the 2017C Bonds according to their tenor and effect, and to secure the performance and observance by the Commission of all the covenants expressed or implied herein and in the 2017C Bonds, does hereby sell, assign, transfer, set over and pledge to the Trustee, its successors in the trust and to its and their assigns forever, to the extent provided in the Indenture, the Trust Estate (as defined in the Restated Indenture); TO HA VE AND TO HOLD all and singular the Trust Estate whether now owned or hereafter acquired unto the Trustee and its respective successors in trust and assigns forever, so that the principal of, premium, if any, and interest on all Bonds (as defined in the Restated Indenture) shall be equally and proportionately secured hereby, except as may be otherwise provided in the Indenture Additional Definitions. ARTICLE 1.,. DEFINITIONS All terms used as defined terms in the Indenture are used with the same meanings herein (including the use thereof in the recitals and granting clauses hereof) unless expressly given a different meaning herein or unless the context clearly otherwise requires. All terms used herein which are defined in the recitals hereto shall have the meanings given to the same therein unless the context clearly otherwise requires and, in addition, the following terms shall have the meanings specified below: "Administrative Expenses" means those reasonable expenses of the Commission which are properly chargeable to the Commission on account of the 2017C Bonds and the Bond Documents as administrative expenses under GAAP and include, without limiting the generality of the foregoing, the foll owing: (a) fees and expenses of the Trustee; and (b) reasonable fees and expenses of counsel to the Commission and the Trustee. LEGAL\ \9 2

58 "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by or is under common control with, the Person specifi.ed. "Authenticating Agent" means U.S. Bank National Association, or its successors as Trustee under the Indenture. "Authorized Denominations" shall mean, with respect to the 2017C Bonds, $250,000 and integral multiples of $5,000 in excess thereof "Bank'' means the Holder of the 2017C Bonds, provided that there is a single Holder of all of the 2017C Bonds of the related Series and provided further that the 2017C Bonds of the related Series are not then held by a Securities Depository. If there is more than one Holder of the 2017C Bonds, "Bank'' means Holders owning a majority of the aggregate principal amount of the 2017C Bonds of the related Series then Outstanding. If the 2017C Bonds are then held by a Securities Depository, "Bank" means the Beneficial Owner of the related 2017C Bonds, provided that there is a single Beneficial Owner of all of the 2017C Bonds of such Series. If there is more than one Beneficial Owner of the 20 l 7C Bonds, "Bank" means Beneficial Owners who are the beneficial owners of a majority of the aggregate principal amount of the 2017C Bonds of such Series then Outstanding. The initial Bank for the 2017C Bonds is Wells Fargo Bank, National Association. "Bond Counsel" means Cozen O'Connor, "Bond Documents" means the Restated Indenture, this Supplemental Indenture, the 2017C Bonds, the Continuing Covenant Agreement and any and all future renewals and extensions or restatements of, or amendments or supplements to, any of the foregoing. "Business Day" means a day other than: (i) a Saturday, Sunday, legal holiday or day on which banking institutions in the city in which the Trustee has its Principal Office are authorized or required by law or executive order to close; or (ii) a day on which the New York Stock Exchange is closed. "Continuing Covenant Agreement" means the Continuing Covenant Agreement, dated December 27, 2017, between the Commission and the Bank related to the 2017C Bonds, as the same may be amended, supplemented, restated or otherwise modified from time to time. "Continuing Covenant Agreement Event of Default" has the meaning assigned to the defined term "Event of Default" in the Continuing Covenant Agreement. "Dated Date" has the meaning set forth in Section 2.02(d) hereof. "Default Rate" has the meaning set forth in the Continuing Covenant Agreement but shall in no event exceed the Maximum Rate. "Defaulted Interest" means interest on any 2017C Bond which is payable but not paid on the date due. LEGAL\ \9 3

59 "Escrow Account" means the irrevocable escrow fund established under the Escrow Deposit Agreement, dated December 27, 2017, between the Commission and U.S. Bank National Association, as Escrow Agent and Trustee. "Event of Taxability" has the meaning set forth in the Continuing Covenant Agreement. "Excess Interest" has the meaning set forth in Section 2.02(b )(iii) hereof. "Fixed Rate" means a per annum rate of interest for the 2017C Bonds specified in Section 2.02 hereof, including any adjustment pursuant to Section 2.02(b )(i) through (iii) hereof, provided that in no event shall the Fixed Rate exceed the Maximum Rate. "GAAP" means those generally accepted accounting principles applicable in the preparation of financial statements as promulgated by the Financial Accounting Standards Board or such other body recognized as authoritative by the American Institute of Certified Public Accountants or any successor body. "Indenture" means the Restated Indenture, as amended and supplemented through the date hereof, including being amended and supplemented by this Supplemental Indenture and as it may be further amended and supplemented from time to time. "Interest Payment Date" means with respect to the 2017C Bonds, each June 1 and December 1, commencing June 1, 2018 or the next succeeding Business Day if such date is not a Business Day. "Investor Letter" means a letter in substantially the form of Exhibit B attached hereto and delivered pursuant to Section 2.06 hereof. "Maximum Rate" means, with respect to the 2017C Bonds, an interest rate equal to the lesser of: (i) the maximum rate of interest on the relevant obligation permitted by applicable law and (ii) twelve percent (12%) per annum. "Owner," "Holder," "Bondowner," "Bondholder" or "Registered Owner" means the Person in whose name a Bond is registered on the Bond Register. "Paying Agent" means initially the Trustee and thereafter that Person appointed as Paying Agent pursuant to Section 911 of the Restated Indenture. "Person" means an individual, corporation, firm, association, partnership, trust or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof. "Principal Office" means, with respect to any entity performing functions under any Bond Document, the principal office of that entity or its affiliate at which those functions are performed, or the office specifically designated for such functions with respect to the applicable Bond Documents. "Record Date" means, with respect to any Interest Payment Date for the 2017C Bonds, the 15th day (whether or not a Business Day) of the month immediately preceding such Interest Payment Date. LEGAL\ \9 4

60 "Series Issue Date" has the meaning set forth in Section 2.02(c) hereof. "Special Record Date" means the date fixed by the Trustee pursuant to Section 2.04(e) hereof for the payment of Defaulted Interest. "Taxable Date" has the meaning set forth in the Continuing Covenant Agreement. "Taxable Rate" means, for each day, a rate of interest per annum equal to the product of (i) the interest rate on the 2017C Bonds for such day and (ii) the applicable Taxable Rate Factor. Notwithstanding the foregoing, the Taxable Rate shall in no event exceed the Maximum Rate. "Taxable Rate Factor" means "Trustee" means U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, or its successors. "2017C Account of the Debt Service Fund" means the account so designated established pursuant to Sectioµ 3.02(a) hereof. "2017C Clearing Fund" means the fund so designated established pursuant to Section hereof. "2017C Rebate Fund" means the fund so designated established pursuant to Section 3.04 hereof. "2017C Tax Certificate" means the Tax Certificate, dated the Series Issue Date, executed by the Commission in connection with the issuance of the 2017C Bonds, as amended from time to time. "Written Request" means a request in writing signed by the Commission Official or any other officers designated by the Commission to sign such Written Request Rules of Construction; Time of Day. In this Supplemental Indenture, unless otherwise indicated: (i) defined terms may be used in the singular or the plural; (ii) the use of any gender includes all genders; (iii) the words "hereof', "herein", "hereto", "hereby" and "hereunder" (except in the forms of 2017C Bonds) refer to this Supplemental Indenture; and (iv) all references to particular Articles or Sections are references to the Articles or Sections of this Supplemental Indenture unless otherwise specified. References to any time of the day in this Supplemental Indenture shall refer to Eastern Standard Time or eastern daylight saving time, as in effect in the City of New York, New York on such day. All references to rating categories established by a Rating Agency shall be without reference to subcategories. LEGAL\ \9 5

61 ARTICLE 2- THE 2017C BONDS 2.01 Amount, Form and Issuance of 2017C Bonds. (a) An aggregate principal amount of $103,330,000 of 2017C Bonds are authorized for issuance pursuant to this Supplemental Indenture, all of which will be issued on the Series Issue Date. All 2017C Bonds shall contain substantially the terms recited in the form of 2017C Bond attached hereto as Exhibit A and incorporated herein by this reference. All 2017C Bonds shall provide that principal (or redemption price) and interest in respect thereof shall be payable only out of the Trust Estate. The Commission shall cause a copy of the text of the opinion ofbond Counsel delivered in connection with the issuance of the 2017C Bonds to be printed on or attached to the 2017C Bonds. The Authenticating Agent shall certify to the correctness of the copies appearing on the 20 l 7C Bonds by manual or facsimile signature. Pursuant to recommendations promulgated by the Committee on Unifonn Security Identification Procedures, "CUSIP" numbers may be.printed on the 2017C Bonds. The 2017C Bonds may bear an endorsement or legend satisfactory to the Paying Agent, as may be required to conform to usage or law with respect thereto. (b) Upon the execution and delivery hereof, the Commission shall execute the 20 l 7C Bonds and deliver them to the Authenticating Agent for authentication. At the direction of the Commission, the Authenticating Agent shall authenticate the 2017C Bonds and deliver them to the Bank Designation, Denominations, Maturity Dates and Interest Accrual. (a) The 2017C Bonds shall be issued in one Series and designated "Pennsylvania Turnpike Commission Fixed Rate Turnpike Revenue Bonds, Series C of2017". (b) The 2017C Bonds shall mature on the date and in the principal amounts set forth below, subject to prior redemption as provided in Article 4 and in the fonn of 2017C Bonds attached to this Supplemental Indenture as Exhibit A. Maturity Date (December 1) 2021 Principal Amount $103,330,000 The 20 l 7C Bonds shall bear interest from and including the Dated Date thereof at the Fixed Rate which as of the Series Issue Date (defined below) shall be equal to - per annum. Interest on the 2017C Bonds will be computed on the basis of a year of 360 days of twelve 30-day months, provided that upon an adjustment to the interest rate as provided below, interest on the 2017C will be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be. The determination of any adjustment to the Fixed Rate, or amount of interest due, on the 2017C Bonds by the Trustee, after the occurrence of a Taxable Date or a Continuing Covenant Agreement Event of Default, pursuant to subparagraphs (i), (ii) or (iii) below (absent manifest error) shall be conclusive and binding upon the Commission and the Owners of the 20 l 7C Bonds. LEGAL\ \9 6

62 (i) Taxable Rate. From and after any Taxable Date, the interest rate on the 2017C Bonds shall be established at a rate at all times equal to the Taxable Rate. (ii) Default Rate. Notwithstanding the foregoing provisions hereof, upon the occurrence and continuation of a Continuing Covenant Agreement Event of Default, the interest rate for the 2017C Bonds shall be established at a rate at all times equal to the Default Rate. (iii) Excess Interest. Notwithstanding anything in the Indenture to the contrary, if the amount of interest on the 2017C Bonds payable for any interest accrual period in accordance herewith and such Bonds exceeds the amount of interest that would be payable for such period had interest for such period been calculated at the Maximum Rate for the 2017C Bonds, then the interest for such accrual period for the 2017C Bonds of such Series shall be payable in an amount calculated at the Maximum Rate. Any interest that would have been due and payable for any period but for the operation of the immediately preceding sentence shall accrue and be payable as provided in this paragraph and shall, less interest actually paid to each Bondholder for such period, constitute the "Excess Interest." If there is any accrued and unpaid Excess Interest as of any date, then the principal amount with respect to which interest is payable shall bear interest at the Maximum Rate until interest payable to each such Bondholder of the related Series of the entire Excess Interest has accrued. Payments of deferred Excess Interest shall no longer be due and payable upon the date on which the 2017C Bonds are paid in full. (c) The 2017C Bonds shall have a "Series Issue Date" which shall be December 27, 2017, the date of their original issuance and first authentication and delivery against payment therefor, and which shall be set forth on the face side of all 2017C Bonds authenticated by the Authenticating Agent. 2017C Bonds issued prior to the first Interest Payment Date following the Series Issue Date shall have a "Dated Date" of December 27, C Bonds issued on or subsequent to the first Interest Payment Date following the Series Issue Date shall have a "Dated Date" which is the same as the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication shall be an Interest Payment Date to which interest on the 2017C Bonds has been paid in full or duly provided for, in which case they shall have a "Dated Date" which is the same as such date of authentication; provided that if, as shown by the records of the Paying Agent, interest on any of the 2017C Bonds shall be in default, 2017C Bonds issued in exchange for such 2017C Bonds surrendered for transfer or exchange shall have a "Dated Date" which is the same as the date to which interest has been paid in full on such 2017C Bonds or, if no interest has been paid on such 2017C Bonds, the Series Issue Date of such 2017C Bonds. (d) The 2017C Bonds shall bear interest from and including the Dated Date thereof until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions hereof, whether at maturity, upon redemption or otherwise. Interest on the 2017C Bonds shall be paid on each appropriate Interest Payment Date therefor. Except when the Default Rate shall apply, each 2017C Bond shall bear interest on overdue principal at the rate borne by such 2017C Bond. hereof. (e) The 2017C Bonds shall be subject to redemption as provided in Article 4 LEGAL\ \9 7

63 2.03 Initial Registration of Bonds with Direct Purchaser; Certificated Form. The initial registered owner of all of the 2017C Bonds shall be the initial Bank and the 2017C Bonds upon original issuance shall be initially registered in the Bond Register in the name of Wells Fargo Bank, National Association. The 2017C Bonds shall not be deposited initially with any Securities Depository but shall be issued in physical certificated form and registered in the name of the Bank. The 2017C Bonds shall be initially issued in the form of a single fully-registered bond certificate, authenticated by the Authenticating Agent, in the amount of such Series. Each 2017C Bond shall contain a legend indicating that the transferability of such 2017C Bond is subject to the restrictions set forth in the Indenture Method and Place of Payment of 2017C Bonds. (a) The Commission hereby directs the Trustee to pay and deposit from Revenues into the applicable account of the Debt Service Fund such amounts as are necessary to pay interest on and principal of the 2017C Bonds on each Interest Payment Date or other payment date therefor. (b) The principal of and redemption premium, if any, and interest on the 2017C Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. (c) The principal of and the redemption premium, if any, on all 2017C Bonds shall be payable by check or draft at maturity or upon earlier redemption to the Persons in whose names such 2017C Bonds are registered on the Bond Register (maintained pursuant to Section 205 of the Restated Indenture) at the maturity or redemption date thereof without any presentment thereof, except after the payment of the final installment of principal the 2017C Bond will be returned to the Trustee for cancellation; provided that principal of and redemption premium may be paid by electronic transfer in immediately available funds at the written request addressed to the Trustee by any Owner of 2017C Bonds in the aggregate principal amount of at least $1,000,000, such request to be signed by such Owner, containing the name of the bank (which shall be in the continental United States), its address, its ABA routing number and the name and account number to which credit shall be made, and to be filed with the Trustee. In the event that an Owner of the 2017C Bonds requests payment of such 2017C Bonds by electronic transfer as described in this Section 2.04, the records of the Trustee as to the payment of such applicable 2017C Bonds shall be conclusive evidence of such payment, barring manifest error. (d) The interest payable on each 2017C Bond on any Interest Payment Date shall be paid by the Trustee to the Person in whose name such Bond is registered on the Bond Register at the close of business on the Record Date for such interest: (i) by check or draft mailed on the applicable Interest Payment Date to such Registered Owner at his address as it appears on such Bond Register or at such other address as is furnished to the Trustee in writing by such Owner; or (ii) by electronic transfer in immediately available funds, if the 2017C Bonds are held by a Securities Depository, or at the written request addressed to the Trustee by any Owner of 2017C Bonds in the aggregate principal amount of at least $1,000,000, such request to be signed by such Owner, containing the name of the bank (which shall be in the continental United States), its address, its ABA routing number, and the name and account number to which credit. LEGAL\ \9 8

64 shall be made, and to be filed with the Trustee no later than ten Business Days before the applicable Record Date preceding such Interest Payment Date. (e) Defaulted Interest with respect to any 2017C Bond shall cease to be payable to the Owner of such 2017C Bond on the relevant Record Date and shall be payable to the Owner in whose name such 2017C Bond is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest, which Special Record Date shall be fixed in the following manner: the Commission shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each 2017C Bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and shall deposit with the Trustee at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment; money deposited with the Trustee shall be held in trust for the benefit of the Owners of the 2017C Bonds entitled to such Defaulted Interest as provided in this Section. Following receipt of such funds the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest (which payment may be made by wire transfer in accordance with the provisions of this Section 2.04) which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Commission of such Special Record Date and, in the name and at the expense of the Commission, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Owner of a 2017C Bond entitled to such notice at the address of such owner as it appears on the Bond Register not less than 10 days prior to such Special Record Date Execution and Authentication of 2017C Bonds. (a) The 2017C Bonds shall be executed on behalf of the Commission by the manual or facsimile signature of the Chair or Vice Chair (in the absence of the Chair) of the Commission and attested by the manual or facsimile signature of the Secretary/Treasurer or the Assistant Secretary/Treasurer of the Commission, and shall have the corporate seal of the Commission affixed thereto or imprinted thereon. In case any officer whose signature or facsimile thereof appears on any 2017C Bond shall cease to be such officer before the delivery of such 2017C Bond, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any 2017C Bond may be signed by such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such 2017C Bond although at the Issue Date of such 2017C Bond such persons may not have been such officers. (b) Subject to Section 2.06(c), any 2017C Bonds shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Exhibit A hereto, which shall be manually executed by the Trustee. No 2017C Bond shall be entitled to any security or benefit under this Supplemental Indenture or shall be valid or obligatory for any purpose unless and until such Certificate of Authentication shall have been duly executed by the Trustee. Such executed Certificate of Authentication upon any 2017C Bond shall be conclusive evidence that such 2017C Bond has been duly authenticated and delivered under this Supplemental Indenture. The Certificate of Authentication on any 2017C Bond shall be deemed to have been duly executed if signed by any authorized officer or signatory of the Trustee, but it shall not be necessary that the LEGAL\ \9 9

65 same officer or signatory sign the Certificate of Authentication on all of the 2017C Bonds that may be issued hereunder at any one time Registration, Transfer and Exchange of 2017C Bonds. (a) The Trustee is hereby appointed Bond Registrar and as such shall keep the Bond Register at its Principal Office. (b) Subject to Section 2.06(c), any 2017C Bond may be transferred only upon the Bond Register upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon any such transfer, the Commission shall execute and the Trustee shall authenticate and deliver in exchange for such 20 l 7C Bond a new 20 l 7C Bond or 20 l 7C Bonds, registered in the name of the transferee, of any Authorized Denomination and of the same Series and bearing interest at the same rate. (c) 2017C Bonds may be transferred without limitation to any Affiliate of the Bank or to a trust or custodial arrangement established by the Bank or an Affiliate of the Bank, each of the beneficial owners of which are "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, and subject to the limitations, if any, set forth in the Continuing Covenant Agreement. 2017C Bonds may be transferred to another purchaser (other than an Affiliate of the Bank or a trust or custodial arrangement as described in the preceding sentence) in Authorized Denominations if (i) written notice of such transfer, together with addresses and related information with respect to such purchaser, is delivered to the Commission and the Trustee by such transferor and (ii) such purchaser shall have delivered to the Commission, the Trustee and the transferor an Investor Letter in the form attached hereto as Exhibit B executed by a duly authorized officer of such purchaser; provided that each such purchaser shall constitute (1) a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, and (2) a commercial bank organized under the laws of the United States, or any state thereof, or any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, and, in any such case, having a combined capital and surplus, determined as of the date of any transfer pursuant to this Section, of not less than $5,000,000,000. (d) Subject to the requirements of Section 2.06(c) above, any 2017C Bonds, upon surrender thereof at the Principal Office of the Trustee, together with an assignment duly executed by the Registered Owner or his attorney or legal representative in such form as shall be satisfactory to the Trustee, may, at the option of the Registered Owner thereof, be exchanged for an equal aggregate principal amount of 2017C Bonds of the same Series, of any Authorized Denomination and bearing interest at the same rate. (e) In all cases in which 2017C Bonds shall be exchanged or transferred hereunder, the Commission shall execute and the Trustee shall authenticate and deliver at the earliest practicable time 2017C Bonds in accordance with this Supplemental Indenture. All 2017C Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the Trustee. LEGAL\ \9 10

66 (f) The Commission or the Trustee (or the Securities Depository if subsequently utilized for the 2017C Bonds) may make a charge against the Bondowner requesting the same for every such transfer or exchange of 2017C Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such transfer or exchange, and such charge shall be paid before any such new 2017C Bond shall be delivered. The fees and charges of the Trustee for making any transfer or exchange hereunder and the expense of any bond printing or bond preparation necessary to effect any such transfer or exchange shall be paid by the Commission. In the event any Bondowner fails to provide a correct taxpayer identification number to the Trustee, the Trustee may impose a charge against or withhold payment from such Bondowner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Trustee from amounts otherwise payable to such Bondowner hereunder or under the 2017C Bonds. (g) The Trustee shall not be required to: (i) transfer or exchange any 2017C Bond during a period beginning at the opening of business fifteen days before the day of the mailing of a notice of redemption of such 2017C Bond and ending at the close of business on the day of such mailing; or (ii) transfer or exchange any 2017C Bond selected for redemption in whole or in part; or (iii) transfer or exchange any 2017C Bond during a period beginning at the opening of business on any Record Date for such 2017C Bond and ending at the close of business on the relevant Interest Payment Date therefor. (h) The Person in whose name any 2017C Bond shall be registered on the Bond Register shall be deemed and regarded as the absolute owner of such 2017C Bond for all purposes, and payment of or on account of the principal of and redemption premium, if any, and interest on any such 2017C Bond shall be made only to or "upon the order of' (as that term is used in the Uniform Commercial Code as adopted in the Commonwealth) the Registered Owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such 2017C Bond, including the interest thereon, to the extent of the sum or sums so paid. (i) At reasonable times upon prior Written Request of the Commission, or a prior request in writing by the Owners (or a designated representative thereof) of 10% or more in principal amount of 2017C Bonds then Outstanding (such ownership and the authority of any such designated representative to be evidenced to the satisfaction of the Trustee), and under reasonable regulations established by the Trustee, the Bond Register may be inspected and copied by the Commission Temporary 2017C Bonds. (a) Until definitive 2017C Bonds are ready for delivery, the Commission may execute, and upon the Written Request of the Commission, the Trustee shall authenticate and deliver, in lieu of definitive 2017C Bonds, but subject to the same limitations and conditions as definitive 2017C Bonds, temporary printed, engraved, lithographed or typewritten 2017C Bonds. (b) If temporary 2017C Bonds shall be issued, the Commission shall cause the definitive 2017C Bonds to be prepared and to be executed and delivered to the Trustee, and the Trustee, upon presentation to it at its Principal Office of any temporary 2017C Bond, shall cancel the same and authenticate and deliver in exchange therefor, without charge to the Owner thereof, LEGAL\ \9 11

67 a definitive 2017C Bond of the same Series and bearing interest at the same rate as the temporary 2017C Bond surrendered. Until so exchanged, the temporary 2017C Bonds shall in all respects be entitled to the same benefit and security of this Supplemental Indenture as the definitive 2017C Bonds to be issued and authenticated hereunder Mutilated, Lost, Stolen or Destroyed 2017C Bonds. In the event any 2017C Bond shall become mutilated, or shall be lost, stolen or destroyed, the Commission shall execute and the Trustee shall authenticate and deliver a new 2017C Bond of like date and tenor as the 2017C Bond mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated 2017C Bond, such mutilated 2017C Bond shall first be surrendered to the Trustee, and in the case of any lost, stolen or destroyed 2017C Bond, there shall be first furnished to the Commission and the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together, in either such case, with such security or indemnity as may be required by the Trustee to save the Commission and the Trustee harmless. In the event any such 2017C Bond shall have matured or been selected for redemption, instead of issuing a substitute 2017C Bond the Trustee in its discretion may, instead of issuing a new 2017C Bond, pay, with funds available under this Supplemental Indenture for such purpose, such 2017C Bond without surrender thereof (except in the case of a mutilated 2017C Bond). Upon the issuance of any substitute 2017C Bond, the Commission and the Trustee may require the payment of an amount by the Bondowner sufficient to reimburse the Commi~sion and the Trustee for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith Cancellation and Destruction of 2017C Bonds Upon Payment. All 2017C Bonds which have been paid or redeemed or which the Trustee has purchased or which have otherwise been surrendered to the Trustee under this Supplemental Indenture, either at or before maturity, shall be canceled and destroyed by the Trustee in compliance with all applicable laws and regulations and the record retention requirements of the Trustee upon the payment, redemption or purchase of such 2017C Bonds and the surrender thereof to the Trustee. The Trustee shall execute a certificate in triplicate describing the 2017C Bonds so canceled and. destroyed, and shall file executed counterparts of such certificate with the Commission Conditions Precedent to Issuance of 2017C Bonds. Before the 2017C Bonds shall be authenticated by the Authenticating Agent and delivered by the Trustee to the Bank, there shall be filed with the Trustee the following documents: (a) a copy, certified by a Commission Official, of the Resolution; (b) original executed counterparts of this Supplemental Indenture, and the 2017C Tax Certificate; (c) an Opinion of Bond Counsel to the effect that: (i) the issuance of the 2017C Bonds is permitted under the Indenture; (ii) this Supplemental Indenture and the 2017C Bonds have each been duly authorized, executed and delivered and are valid, binding and enforceable obligations of the Commission, subject to bankruptcy, equitable principles and other LEGAL\ \9 12

68 standard legal opinion exceptions; and (iii) interest on the 2017C Bonds is not included in gross income for federal income tax purposes under the Code; (d) a request and authorization, signed by a Commission Official, as required by Section 210(d) of the Restated Indenture; (e) a certificate of the Commission, signed by a Commission Official, as required by Section 210(e) of the Restated Indenture; (f) a certificate of the Commission, signed by a Commission Official, as required by Section 210(f) of the Restated Indenture; (g) the executed Continuing Covenant Agreement for the purchase of the 2017C Bonds and all documents, certificates and opinions required to be delivered pursuant to the terms thereof; and (h) such further documents, moneys, and securities as are required by the provisions of the Indenture, including this Supplemental Indenture. ARTICLE 3- DISPOSITION OF PROCEEDS; CREATION OF FUNDS AND ACCOUNTS 3.01 Establishment of Clearing Funds. There is hereby established with the Trustee a fund to be designated the "2017C Clearing Fund." All of the net proceeds of the 2017C Bonds shall be deposited by the Trustee into the 2017C Clearing Fund. The Trustee is authorized and directed: (1) to transfer to the Escrow Account the amount set forth in the Closing Statement for application to the refunding of the Refunded Bonds; and (2) to pay costs incurred by the Commission in connection with the issuance of the 2017C Bonds including, but not limited to, those set forth in the Closing Statement. Any moneys remaining in the 2017C Clearing Fund as of 30 days after the Series Issue Date of the 2017C Bonds shall be transferred to the 2017C Account of the Debt Service Fund as shall be directed in writing by a Commission Official Accounts of the Debt Service Fund. (a) There is hereby created a separate account of the Debt Service Fund designated "2017C Account of the Debt Service Fund" for deposit and disbursement of funds for debt service on the 2017C Bonds. (b) On the date of original issuance and delivery of the 2017C Bonds, the Trustee shall transfer from the related accounts in the Debt Service Fund for the Refunded 201 le Bonds, the Refunded 2012A Bonds and the Refunded 2013C Bonds, to the Escrow Account such portion of the funds on deposit in such accounts allocable to the Refunded 2011E Bonds, Refunded 2012A Bonds and Refunded 2013C Bonds as shall be specified by the Commission in the Closing Statement. ( c) The 2017C Bonds shall be "Fixed Rate Bonds" within the meaning of Section 715 of the Indenture. LEGAL\ \9 13

69 3.03 Debt Service Reserve Fund. (a) The 2017C Bonds shall not be Debt Service Reserve Fund Bonds for purposes of the Indenture. (b) On the date of original issuance and delivery of the 2017C Bonds, the Trustee shall transfer from the Debt Service Reserve Fund to the General Fund, and then from the General Fund to the Escrow Account, such portion of any surplus in the Debt Service Reserve Fund resulting from the issuance of the 2017C Bonds as shall be specified by the Commission in the Closing Statement, which amount so transferred from the Debt Service Reserve Fund shall be used, together with proceeds of the 2017C Bonds and the funds transferred pursuant to Section 3.02(b) above, to advance refund and defease the Refunded Bonds Rebate Fund. The Trustee shall establish a Fund to be designated the "2017C Rebate Fund" which shall be held separate and apart from all other Funds established under the Indenture. The Trustee shall make deposits to and disbursements from the 2017C Rebate Fund in accordance with the 2017C Tax Certificate and shall invest the 2017C Rebate Fund pursuant to written instructions given to it by the Commission Investment of Funds. Moneys on deposit with respect to the 2017C Bonds in funds or accounts established pursuant to this Article 3 shall be invested solely in Permitted Investments to the extent permitted by applicable law. ARTICLE 4- REDEMPTION OF 2017C BONDS 4.01 Optional Redemption. The 2017C Bonds are subject to optional redemption by the Commission in whole or in part in Authorized Denominations on June 1, 2018 and on the first Business Day of each calendar month thereafter prior to maturity at a redemption price of 100% of the principal amount thereof to be redeemed plus, in each case, accrued interest on the 2017C Bonds to be redeemed to the redemption date and subject to any limitations set forth in the Continuing Covenant Agreement, if any [Reserved.] 4.03 Selection of 2017C Bonds to be Redeemed. (a) 2017C Bonds shall be redeemed only in Authorized Denominations. Any 2017C Bonds subject to partial optional redemption shall be redeemed in any principal amount within a maturity as designated by the Commission. The particular 2017C Bonds within a maturity to be redeemed shall be determined by the Trustee by lot or by such other method as the Trustee deems fair and appropriate. IEGAL\ \9 14

70 (b) In the case of a partial redemption of 2017C Bonds, when 2017C Bonds of denominations greater than the minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such redemption each principal amount equal to the minimum Authorized Denomination shall be treated as though it was a separate 2017C Bond of the minimum Authorized Denomination. If it is determined that a portion, but not all, of the principal amount represented by any 2017C Bond is to be selected for redemption, then upon notice of intention to redeem such portion, the 2017C Bond shall, without presentment or surrender, become due and payable on the redemption date to the extent of the principal amount called for redemption (and to that extent only). (c) The Trustee shall call 2017C Bonds for optional redemption and payment as herein provided upon receipt by the Trustee at least 45 days (or such shorter time as is reasonably acceptable to the Trustee) prior to the redemption date of a Written Request of the Commission. Such request shall specify the principal amount of 2017C Bonds and the Series so to be called for redemption, the applicable redemption price or prices and the provision or provisions above referred to pursuant to which such 2017C Bonds are to be called for redemption Notice and Effect of Call for Redemption. Official notice of any such redemption shall be given by the Trustee on behalf of the Commission by mailing a copy of an official redemption notice by first class mail at least thirty (30) days and not more than sixty (60) days prior to any optional redemption date to each Registered Owner of the 2017C Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such Registered Owner to the Trustee. All official notices of redemption shall be dated and shall state: (i) the redemption date; (ii) the redemption price; (iii) the Series to be redeemed and if less than all Outstanding 2017C Bonds are to be redeemed, the identification number and the respective principal amounts of the 2017C Bonds to be redeemed; (iv) that on the redemption date the redemption price will become due and payable upon each such 2017C Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; (v) the place where such 2017C Bonds are to be surrendered for payment of the redemption price, if required, which place of payment shall be the Principal Office of the Trustee for the payment of 2017C Bonds; (vi) the CUSIP numbers of all 2017C Bonds being redeemed (provided that the notice may contain the Trustee's standard disclaimer as to the correctness and use of the CUSIP numbers); (vii) the date of original issuance of the 2017C Bonds; and (viii) any other descriptive information needed to identify accurately the 2017C Bonds being. redeemed. If the redemption is a Conditional Redemption, as defined in the next paragraph, the notice of redemption shall so state. A redemption notice for any optional redemption may state (i) that it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Trustee no later than the redemption date and/or (ii) that the Commission retains the right to rescind such notice at any time prior to the scheduled redemption date if the Commission delivers a certificate of a Commission Official to the Trustee instructing the Trustee to rescind the redemption notice (in either case, a "Conditional Redemption"), and such notice and redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described below. LEGAL\ \9 15

71 Any Conditional Redemption may be rescinded in whole or in part at any time prior to the redemption date if the Commission delivers a certificate of a Commission Officiai to the Trustee instructing the Trustee to rescind the redemption notice. The Trustee shall give prompt notice of such rescission to the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an Event of Default. Further, in the case of a Conditional Redemption, the failure of the Commission to make funds available in part or in whole on or before the redemption date shall not constitute an Event of Default. Official notice of redemption having been given as aforesaid, the 2017C Bonds or portions of 2017C Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Commission shall default in the payment of the redemption price) such 2017C Bonds or portions of 2017C Bonds shall cease to bear interest. Such 2017C Bonds shall be paid by the Trustee at the redemption price, subject to surrender in the case of full redemption. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. All 2017C Bonds which have been redeemed shall be canceled and destroyed by the Trustee in accordance with Section 2.09 hereof and shall not be reissued. A second notice of redemption shall be given within sixty (60) days after the redemption date in the manner required herein to the Owners of redeemed 2017C Bonds which have not been presented (as required for full redemption) for payment within 30 days after the redemption date. Upon the payment of the redemption price of 2017C Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue, the 2017C Bonds being redeemed with the proceeds of such check or other transfer. Failure to give any notice to any Owner, or any defect therein, shall not affect the validity of any proceedings for the redemption of any other 2017C Bonds. Any notice mailed shall be conclusively presumed to have been duly given and shall become effective upon mailing, whether or not any Owner receives the notice. ARTICLE 5- COVENANTS OF THE COMMISSION 5.01 Payment of Principal of and Interest on 2017C Bonds. The Commission shall promptly pay or cause to be paid the principal or redemption price of, and the interest on, every 2017C Bond issued hereunder according to the terms thereof, but shall be required to make such payment or cause such payment to be made only out of Revenues or otherwise from the Trust Estate Corporate Existence; Compliance with Laws. The Commission shall maintain its corporate existence; shall use its best efforts to maintain and renew all its rights, powers, privileges and franchises; and shall comply with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any legislative, executive, administrative or judicial body relating to the 2017C Project or the issuance of the 2017C Bonds. LEGAL\ \9 16

72 5.03 Further Assurances. Except to the extent otherwise provided in the Indenture, the Commission shall not enter into any contract or take any action by which the rights of the Trustee or the 2017C Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Supplemental Indenture Tax Covenant. In furtherance of its covenants in Section 712 of the Restated Indenture, the Commission covenants to comply with each provision of the Code to the extent such compliance is required to maintain the exclusion from gross income of interest on the 2017C Bonds for purposes of federal income taxation Financing Statements. The Commission shall, at the request of the Trustee, cause financing statements relating to this Supplemental Indenture to be filed, in such manner and at such places as may be required by law fully to protect the security of the holders of the 2017C Bonds and the right, title and interest of the Trustee in and to the Trust Estate or any part thereof. From time to time, the Trustee may, but shall not be required to, obtain an opinion of Counsel setting forth what, if any, actions by the Commission or Trustee should be taken to preserve such security. The Commission shall execute or cause to be executed any and all further instruments as may be required by law or as shall reasonably be requested by the Trustee for such protection of the interests of the 2017C Bondholders, and shall furnish satisfactory evidence to the Trustee of filing and refiling of such instruments and of every additional instrument which shall be necessary to preserve the security of the 2017C Bondholders and the right, title and interest of the Trustee in and to the Trust Estate or any part thereof until the principal of and interest on the 2017C Bonds issued hereunder shall have been paid. The Trustee shall execute or join in the execution of any such further or additional instruments and file or join in the filing thereof at such time or times and in such place or places as it may be advised by an opinion of Counsel will preserve such security and right, title and interest until the aforesaid principal and interest shall have been paid Defeasance. ARTICLE 6- DEFEASANCE When the principal or redemption price (as the case may be) of, and interest on, all 2017C Bonds issued hereunder have been paid, or provision has been made for payment of the same, together with the compensation and expenses of the Trustee and the Paying Agent and all other sums payable hereunder by the Commission, the Trustee, on demand of the Commission, shall release this Supplemental Indenture and shall execute such documents to evidence such release as may be reasonably required by the Commission and shall tum over to the Commission or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder or otherwise required to be held under the Indenture not required for the payment of the 2017C Bonds and such other sums. If payment or provision therefor is made with respect to less than all of the 2017C Bonds of a maturity, the particular 2017C Bonds within such LEGAL\ \9 17

73 maturity for which provision for payment shall have been made shall be selected by lot or by such other method as the Trustee deems fair and appropriate, and thereupon the Trustee shall take similar action for the release of this Supplemental Indenture with respect to such 2017C Bonds Provision for Payment. (a) Provision for the payment of any 2017C Bonds shall be deemed to have been made when the Trustee holds in the Debt Service Fund: (i) cash in an amount sufficient to make all payments (including principal, premium, if any, and interest) specified above with respect to such 2017C Bonds; or (ii) direct non-callable obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to which direct obligation or guarantee the full faith and credit of the United States of America has been pledged, Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal bonds rated "AAA" by S&P or "Aaa" by Moody's (or any combination of the foregoing); or (iii) any combination of cash and obligations described in clause (ii) above the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient (together with any earnings thereon) to make all such payments. (b) Neither the moneys nor the obligations deposited with the Trustee pursuant to this Article shall be withdrawn or used for any purpose other than, and such obligations and moneys shall be segregated and held in trust for, the payment of the principal or redemption price of, and interest on, the 2017C Bonds (or portions thereof) to be no longer entitled to the lien of the Indenture. (c) Whenever moneys or obligations shall be deposited with the Trustee for the payment or redemption of any 2017C Bonds more than 60 days prior to the date that such 2017C Bonds are to mature or be redeemed, the Trustee shall mail a notice to the Owners of 2017C Bonds for the payment of which such moneys or obligations are being held at their registered addresses stating that such moneys or obligations have been deposited. Such notice shall also be sent by the Trustee to each Rating Agency then rating the 2017C Bonds at the request of the Commission. Notwithstanding the foregoing, no provision for payment under this Section shall be deemed to have been made with respect to any 2017C Bonds which are to be redeemed prior to their stated maturity until such 2017C Bonds shall have been irrevocably called or designated for redemption on a date thereafter on which such 2017C Bonds may be redeemed in accordance with the provisions of this Supplemental Indenture and proper notice of such redemption shall have been given in accordance with the Indenture, or the Commission shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to give, in the manner and at the times prescribed by the Indenture, notice of such redemption. (d) In the event of a deposit of moneys or obligations for the payment or redemption of the 2017C Bonds described in Section 6.02(c) above, the Commission shall cause to be delivered a verification report of an independent, nationally recognized certified public accountant or other qualified firm acceptable to the Commission and the Trustee confirming that the requirements of Section 6.02(a) hereof have been satisfied. If a forward supply contract is employed in connection with the advance refunding described in Section 6.02(c) above: (i) such verification report shall expressly state that the adequacy of the escrow to accomplish the refunding relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume performance under or compliance with the forward LEGAL\ \9 18

74 supply contract; and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement (or the authorizing document, if no separate escrow agreement is utilized), the terms of the escrow agreement or authorizing document, if applicable, shall be controlling Deposit of Funds for Payment of 2017C Bonds. If the principal or redemption price of any 2017C Bonds becoming due, either at maturity, by call for redemption, upon acceleration or otherwise, together with all interest accruing thereon to the due date, has been paid or provision therefor made in accordance with Section 6.02 hereof, all interest on such 2017C Bonds shall cease to accrue on the due date, and all liability of the Commission with respect to such 2017C Bonds shall likewise cease, except as hereinafter provided. Thereafter, the Owners of such 20 l 7C Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such 2017C Bonds, and the Trustee shall hold such funds in trust for such Owners uninvested and without liability for interest thereon. Moneys so deposited with the Trustee which remain unclaimed five years after the date payment thereof becomes due shall, at the request of the Commission and if the Commission is not at the time to the knowledge of the Trustee in default with respect to any covenant contained in the Indenture or the 2017C Bonds, be paid to the Commission, and the Owners of the 2017C Bonds for which the deposit was made shall thereafter be limited to a claim against the Commission; provided that the Trustee, before making payment to the Commission, may, at the expense of the Commission, cause a notice to be given to the Owners of the 20 l 7C Bonds at their registered addresses, stating that the moneys remaining unclaimed will be returned to the Commission after a specified date. ARTICLE 7 - MISCELLANEOUS PROVISIONS 7.01 No Rights Conferred on Others. Nothing herein contained shall confer any right upon any person other than the parties hereto and the Owners of the 20 l 7C Bonds Leeal, etc. Provisions Disreearded. In case any provision in this Supplemental Indenture or the 20 l 7C Bonds shall for any reason be held invalid, illegal or unenforceable in any respect, this Supplemental Indenture shall be construed as if such provision were not included herein Notices. All notices and other communications provided for hereunder shall be in writing and sent by United States certified or registered mail, return receipt requested, or by telegraph, telex, telecopier or private delivery service or personal service, addressed as follows: Ifto the Commission:.....,,.... ission LEGAL\ \9 19

75 Ifto the Trustee: U.S. Bank National Association Either party hereto may change the address to which notices to it are to be sent by written notice given to the other persons listed in this Section. All notices shall, when mailed as aforesaid, be effective on the date indicated on the return receipt, and all notices given by other means shall be effective when received Successors and Assigns. All of the covenants, promises and agreements In this Supplemental Indenture contained by or on behalf of the Commission, or by or on behalf of the Trustee, shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not Headings for Convenience Only. The descriptive headings in this Supplemental Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute but one and the same instrument Information Under Uniform Commercial Code. The following infonnation is stated in order to facilitate filings under the Unifonn Commercial Code: The secured party is U. S. Bank National Association, Trustee. Its address from which information concerning the security interest may be obtained is set forth in Section The debtor is Pennsylvania Turnpike Commission. Its mailing address is set forth in Section Applicable Law. This Supplemental Indenture and all matters ansmg out of or relating to this Supplemental Indenture shall be governed by and construed in accordance with the laws of the Commonwealth Notice to Rating Service. LEGAL\ \9 20

76 The Trustee shall promptly notify each Rating Agency then rating the 2017C Bonds at the request of the Commission of any material amendment or supplement to the Indenture, this Supplemental Indenture, or any mortgage, deed of trust, security or guaranty securing payments due thereunder; of any change in the Trustee; of any acceleration of the 20 l 7C Bonds; and upon the payment in full of the 2017C Bonds Indenture Amendment. Pursuant to Section lool(a) of the Restated Indenture, in order to cure a defect or omission in Supplemental Trust Indenture No. 24, dated as of November 1, 2011 ("Supplemental Indenture No. 24"), the first sentence under the caption "Optional Redemption" in Exhibit B to Supplemental Indenture No. 24 is hereby amended by inserting the words "or after" prior to "December 1, 2022." 7.11 Confirmation of Restated Indenture. Except as amended or supplemented by this Supplemental Indenture, the Restated Indenture is in all respects ratified and confirmed and the said Restated Indenture and this Supplemental Indenture shall b~ read, taken and construed as one and the same instrument. All of the rights, remedies, terms, conditions, covenants and agreements of the Restated Indenture as amended and supplemented hereby shall apply and remain in full force and effect with respect to this Supplemental Indenture, the Bonds issued under the Indenture and to all additional property assigned and pledged hereunder. LEGAL\ \9 21

77 IN WITNESS WHEREOF, Pennsylvania Turnpike Commission has caused this Supplemental Indenture to be executed by its and attested by its or other authorized officer, and U.S. Bank National Association, as Trustee, has caused this Supplemental Indenture to be executed by one of its authorized officers and attested by one of its authorized officers all as of the day and year first above written. ATTEST: PENNSYLVANIA TURNPIKE COMMISSION ATTEST: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: By: LEGAL\ \ I 0

78 IN WITNESS WHEREOF, Pennsylvania Tum ike Commission has causeli this Supplemental Indenture to be executed by its and attested by its or other authorized officer, and U.S. Bank National Association, as Trustee, has caused this Supplemental Indenture to be executed by one of its authorized officers and attested by one of its authorized officers all as of the day and year first above written. ATTEST: PENNSYLVANIA TURNPIKE COMMISSION By: U.S. BANK NATIONAL ASSOCIATION, [Signature page to Supplemental Trust Indenture No. 44] LEGAL\ \9

79 EXHIBIT A FORM OF 20 l 7C BOND No. RC- -- $ ---- PENNSYLVANIA TURNPIKE COMMISSION TURNPIKE REVENUE BOND SERIES C OF 2017 THE TRANSFER OF TIDS BOND IS RESTRICTED IN ACCORDANCE WITH SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE (AS DEFINED BELOW). SERIES ISSUE DATE DATEDDATE MATURITY DATE CU SIP December [_], 2017 INTEREST RATE: Fixed Rate ([_]%upon issuance) REGISTERED OWNER: Wells Fargo Bank, National Association PRINCIPAL AMOUNT: Dollars Pennsylvania Turnpike Commission (the "Commission"), an instrumentality of the Commonwealth of Pennsylvania (the "Commonwealth"), for value received, hereby promises to pay to the registered owner hereof, or registered assigns, on the maturity date shown hereon, the principal amount shown hereon, unless redeemed prior thereto as hereinafter provided, upon presentation and surrender hereof at the designated corporate trust office of U.S. Bank National Association, Philadelphia, Pennsylvania, as Trustee (the "Trustee") under an Amended and Restated Trust Indenture, dated as of March 1, 2001, between the Commission and the Trustee, - as previously amended and supplemented (the "Restated Indenture"), and as further supplemented by a Supplemental Trust Indenture No. 44, dated December 27, 2017, between the Commission and the Trustee (the "Supplemental Indenture" and, together with the Restated Indenture and all amendments and supplements thereto, the "Indenture"), and to pay by check or draft drawn on U.S. Bank National Association, as paying agent (the "Paying Agent"), interest on such principal sum at the Fixed Rate (as defined in the Supplemental Indenture) such interest to accrue from the Dated Date hereof and to be payable on each June 1 and December 1, commencing on June 1, 2018 (each hereinafter referred to as an "Interest Payment Date"), until the obligation with respect to the payment of such principal shall be discharged, but only in the case of interest due at or before maturity, to the person in whose name this Bond shall be registered at the close of business on the Record Date for such interest, which shall be the 15th day (whether or not a Business Day of the month immediately preceding such Interest Payment Date; provided that principal of and interest on this Bond may be paid by electronic transfer in immediately available funds and without presentment or surrender at the written request addressed to the Trustee by the Owner of this Bond subject to the conditions of the Indenture. Interest on the 2017C Bonds (as defined hereinafter) will be computed on the basis of a 360-day year of twelve 30-day months; provided that upon an adjustment to the interest rate as provided in the Supplemental Indenture interest on the 2017C Bonds will be computed on the basis of the LEGAL\ \9

80 actual number of days elapsed over a year of 365 or 366 days, as the case may be. Any interest not paid on an Interest Payment Date shall be paid to the persons in whose names the 2017C Bonds are registered as of a Special Record Date established by the Trustee, which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall cause notice of the proposed payment of such defaulted interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Owner of a 2017C Bond entitled to such notice at the address of such owner as it appears on the Bond Register not less than 10 days prior to such Special Record Date. This Bond is one of a duly authorized issue of bonds of the Commission designated Pennsylvania Turnpike Commission Fixed Rate Turnpike Revenue Bonds, Series C of 2017 (the "2017C Bonds"), issued in the aggregate principal amount of $[ under and pursuant to an Act of the General Assembly of Pennsylvania approved on July 18, 2007, P. L. 169, No. 44 ("Act 44"), as amended and supplemented by an Act of the General Assembly approved November 25, 2013, P.L. 974, No. 89 ("Act 89") and various Acts of the General Assembly approved on several dates, including the Act of May 21, 1937, P. L. 774; the Act of May 24, 1945, P. L. 972; the Act of February 26, 1947, P. L. 17; the Act of May 23, 1951, P. L. 335; the Act of August 14, 1951, P. L. 1232; the Act of September 30, 1985, P. L. 240, No. 61 ("Act 61"), to the extent not repealed by Act 44 (collectively, the "Enabling Acts"), under and pursuant to resolutions of the Commission and under and pursuant to the Indenture, for the purpose of financing a project consisting of: (i) the advance refunding of certain of its outstanding: (a) Turnpike Revenue Bonds Series E of 2011, (b) Turnpike Revenue Bonds, Series A of 2012 and (c) Turnpike Revenue Bonds, Series C of 2013; and (ii) paying the costs of issuing the 2017C Bonds issued under the Supplemental Indenture. An executed counterpart of the Indenture is on file at the office of the Commission and at the designated corporate trust offices of the Trustee and the Paying Agent. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the 2017C Bonds, the collection and disposition of Revenues, the funds charged with and pledged to the payment of the interest on, the principal of and the premium, if any, on the 2017C Bonds, the nature and extent of the security, the terms and conditions on which the 2017C Bonds are issued, the. rights, duties and obligations of the Commission, the Paying Agent and the Trustee and the rights of the owners of the 2017C Bonds. By the acceptance of this Bond, the registered owner hereof and any person claiming a beneficial interest under or through such registered owner assents to all of the provisions of the Indenture. Unless the context clearly requires otherwise, capitalized terms used in this Bond and not expressly defined in this Bond shall have the respective meanings given to those terms in, or by reference in, the Supplemental Indenture. Whenever the due date for payment of interest or principal of the 2017C Bonds or the date fixed for redemption of any 2017C Bond shall be a Saturday, a Sunday, a legal holiday or a day on which the Trustee or the Paying Agent is authorized by law to close, then payment of such interest, principal or redemption price need not be made on such date, but may be made on the next succeeding day which is not a Saturday, a Sunday, a legal holiday, or a day on which the Trustee or the Paying Agent is authorized by law to close, with the same force and effect as if made on the due date for payment of principal, interest or redemption price, and no interest shall accrue thereon for any period after such due date. Principal of, premium, if any, and interest on LEGAL\ \9 A-2

81 this Bond are payable only from moneys deposited or to be deposited under the Indenture, in such coin or currency of the United States of America as at the time and place of payment is legal tender for payment of public and private debts. THE 2017C BONDS ARE Lll\.1ITED OBLIGATIONS OF THE COMMISSION AND SHALL NOT BE DEEMED TO BE DEBT OF THE COMMONWEALTH. THE 2017C BONDS SHALL BE PAY ABLE SOLELY FROM THE REVENUES (AS DEFINED IN THE INDENTURE) OF THE COMMISSION PLEDGED FOR THAT PURPOSE. THE FAITH AND CREDIT OF THE COMMONWEAL TH ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE HEREOF OR THE INTEREST HEREON, AND THE COMMONWEAL TH IS NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATED TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR, OR TO MAKE ANY APPROPRIATION FOR PAYMENT OF THE 2017C BONDS. The Indenture provides for the issuance, under the conditions, limitations and restrictions therein set forth, of Additional Bonds and Subordinated Indebtedness (each as described in the Indenture) for the purposes set forth therein. Except as otherwise provided in the Indenture, the 2017C Bonds are equally and ratably secured, together with all other bonds issued or to be issued in the future pursuant to the Indenture (collectively, the "Bonds") by a pledge by the Commission of the Trust Estate (as defined in the Indenture), including the Revenues (as defined in the Indenture), which term currently includes, among other things, tolls from the Turnpike System's "Main Line" and the "Northeast Extension" and any other roads for which the Commission has operational responsibilities and is collecting tolls, but does not include tolls from such other roads (other than the Main Line and the Northeast Extension) as are designated by the Commission as not being part of the Turnpike System for purposes of the Indenture. Any Additional Bonds issued under the Indenture will be equally and ratably secured under the Indenture with the 2017C Bonds and all other Bonds issued and outstanding under the Indenture. The Commission is required to fix and charge tolls for the use of the Pennsylvania Turnpike System and to adjust such tolls from time to time as may be necessary in order that such tolls and other Revenues will be sufficient to pay the cost of maintaining, repairing and operating the same, to pay the principal of and interest on the 2017C Bonds and all other Bonds, and to create reserves for such purposes, all in the manner provided in the Indenture. The 2017C Bonds are issuable in the form of registered certificated bonds in denominations of $250,000 each or any integral multiple of $5,000 in excess thereof. Subject to the conditions and upon payment of the charges, if any, provided in the Indenture, this 2017C Bond, upon surrender hereof at the Principal Office of the Trustee, as bond registrar ("Bond Registrar") in Philadelphia, Pennsylvania, with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his attorney duly authorized in writing, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of 2017C Bonds of any other authorized denomination of the same maturity. The 2017C Bonds are not Debt Service Reserve Fund Bonds under the Indenture. 1.EGAL\ \9 A-3

82 Optional Redemption The 2017C Bonds are subject to optional redemption by the Commission in whole or in part in Authorized Denominations on June 1, 2018 and on the first Business Day of each calendar month thereafter prior to maturity.at a redemption price of 100% of the principal amount thereof to be redeemed plus, in each case, accrued interest on the 2017C Bonds to be redeemed to the redemption date and subject to any limitations set forth in the Continuing Covenant Agreement, if any. Notice of redemption will be provided as set forth in the Indenture. A redemption notice may state: (1) that it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Trustee no later than the redemption date; and/or (2) that the Commission retains the right to rescind such notice at any time prior to the scheduled redemption date if the Commission delivers a certificate of a Commission Official to the Trustee instructing the Trustee to rescind the redemption notice (in either case, a "Conditional Redemption"), and such notice and redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described below. Any Conditional Redemption may be rescinded in whole or in part at any time prior to the redemption date if the Commission delivers a certificate of a Commission Official to the Trustee instructing the Trustee to rescind the redemption notice. The Trustee shall give prompt notice of such rescission to the affected Bondholders. Any 2017C Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an Event of Default. Further, in the case of a Conditional Redemption, the failure of the Commission to make funds available in part or in whole on or before the redemption date shall not constitute an Event of Default. 2017C Bonds shall be redeemed only in Authorized Denominations and any partial redemption thereof shall result in the unredeemed portion of the 2017C Bonds remaining in Authorized Denominations. Any 2017C Bonds subject to partial optional redemption shall be redeemed in any principal amount within a maturity as designated by the Commission. The particular 2017C Bonds within a maturity to be redeemed shall be determined by the Trustee by lot or by such other method as the Trustee deems fair and appropriate. The owner of this 2017C Bond by the acceptance hereof specifically agrees that the Trustee shall be under no obligation to take any action with respect to any Event of Default occurring under the terms of this 2017C Bond or the Indenture, other than to give notice of certain defaults as provided in the Indenture, unless requested so to do in writing by the owners of not less than a majority in principal amount of the Bonds then Outstanding under the Indenture and upon receipt of satisfactory indemnity as provided in the Indenture. The owner of this 2017C Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. Upon the occurrence of an event of default, and on the conditions, in the manner and with the effect, set forth in the Indenture, the principal of all Bonds then outstanding under the LEGAL\ \9 A-4