RE-BID ITB # 23-10-01 JOINT PROCUREMENT CENTRAL ISLAND

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(a)Indebtedness. (i)Except for Permitted Debt, the Borrower shall not without the prior written consent of the WIFIA Lender issue or incur any Obligation or indebtedness of any kind that is payable from, secured or supported by the System Revenues; provided, that the Borrower shall not incur any Obligation or indebtedness of any kind payable from, secured or supported by the System Revenues, including Permitted Debt, without the prior written consent of the WIFIA Lender, while an Event of Default has occurred and is continuing. (ii)The Borrower may not create, incur or suffer to exist (A) any Obligations the payments of which are senior or prior in right to the payment by the Borrower of the Bonds, (B) any Obligations relating to the Project that are secured by a Lien on any assets or property of the Borrower other than the Pledged Funds, or (C) without the prior written consent of the WIFIA Lender, any Obligations for purposes other than financing costs related to the System or refunding Permitted Debt. (iii)The Borrower shall not issue or incur any Additional Bonds except in accordance with all requirements and conditions set forth in Section 6.02 of the Master Resolution. Such requirements and conditions are hereby incorporated herein and a copy of such requirements and conditions, as of the Effective Date, is attached hereto as Schedule VIII (Additional Bonds Test). (iv)The Borrower shall not provide for the accession of Subordinated Indebtedness (as defined in the Master Resolution) to the status of parity with the Bonds pursuant to Section 6.04 of the Master Resolution without the prior written consent of the WIFIA Lender. (v)The Borrower shall not create, incur or suffer to exist any Obligation that is subordinate to the WIFIA Bond or other Bonds, including any Subordinated Indebtedness (as defined in the Master Resolution), without the prior written consent of the WIFIA Lender, unless such indebtedness satisfies the requirements under the definition of “Subordinated Obligations” hereunder. (vi)Upon the incurrence of Additional Bonds or Subordinated Obligations, the Borrower shall provide to the WIFIA Lender a certificate signed by the Borrower’s Authorized Representative, (A) specifying the closing date with respect to such Additional Bonds or Subordinated Obligations, as applicable, and (B) confirming that the incurrence of such Additional Bonds or Subordinated Obligations, as applicable, satisfies the requirements set forth in this Section 15(a) and the Master Resolution. (vii)To the extent any Permitted Debt consists of Tender Option Obligations, the Borrower must maintain a Credit Facility with a Credit Facility Provider that has an Acceptable Credit Rating and that will pay any amounts payable by the Borrower in respect of such Tender Option Obligations. (b)No Lien Extinguishment or Adverse Amendments. The Borrower shall not, and shall not permit any Person to, without the prior written consent of the WIFIA Lender, (i) extinguish the Rate Covenant; (ii) extinguish or impair the Liens on the Pledged Funds or any 43