NOTICE OF SUBSTITUTE LIQUIDITY FACILITY April 11, 2012 Re: Maine State Housing Authority (MaineHousing) Mortgage Purchase

Bonds, 2008 Series E, dated April 22, 2008, constituting: $9,585,000 Series E-1 Term Bonds due November 15, 2030 (CUSIP No. 56052EB98); $30,000,000 Series E-1 Term Bonds due November 15, 2032 (CUSIP No. 56052EC22); $25,415,000 Series E-2 Term Bonds due November 15, 2030 (CUSIP No. 56052EC30); and $25,550,000 Series E-2 Term Bonds due November 15, 2037 (CUSIP No. 56052EC48)

This notice is given pursuant to the provisions of MaineHousings General Mortgage Purchase Bond Resolution, adopted February 4, 1972, as amended, the Series Resolution Authorizing the Issuance of Mortgage Purchase Bonds and Mortgage Purchase Notes of Maine State Housing Authority, adopted August 21, 2007, and the 2008 Series E Series Certificate, dated as of April 17, 2008 and delivered on April 22, 2008 (collectively, the Resolution). In substitution for the Standby Bond Purchase Agreement, dated as of November 1, 2011 (the Existing 2008 Series E-1 KBC Liquidity Facility), by and among MaineHousing, U.S. Bank National Association (the Trustee), as tender agent, and KBC Bank N.V., acting through its New York branch (KBC), with respect to MaineHousings Mortgage Purchase Bonds, 2008 Series E-1 (the 2008 Series E-1 Bonds), and the Standby Bond Purchase Agreement, dated as of November 1, 2011 (the Existing 2008 Series E-2 KBC Liquidity Facility and, together with the Existing 2008 Series E-1 KBC Liquidity Facility, the Existing KBC Liquidity Facilities), by and among MaineHousing, the Trustee, as tender agent, and KBC, with respect to MaineHousings Mortgage Purchase Bonds, 2008 Series E-2 (the 2008 Series E-2 Bonds), MaineHousing will deliver the Standby Bond Purchase Agreement, dated as of April 10, 2012 (the 2008 Series E-1 Citibank Liquidity Facility), by and among MaineHousing, the Trustee, as tender agent, trustee and paying agent, and Citibank, N.A. (Citibank), with respect to the 2008 Series E-1 Bonds, and the Standby Bond Purchase Agreement, dated as of April 10, 2012 (the 2008 Series E-2 Citibank Liquidity Facility and, together with the 2008 Series E-1 Citibank Liquidity Facility, the Citibank Liquidity Facilities), by and among MaineHousing, the Trustee, as tender agent, trustee and paying agent, and Citibank, with respect to the 2008 Series E-2 Bonds, respectively, each to become effective as a Substitute Liquidity Facility (as defined in the Resolution) on April 10, 2012 (the Liquidity Substitution Date). The Existing KBC Liquidity Facilities will be cancelled on the Liquidity Substitution Date and will no longer be of force or effect. Attached as Exhibit A hereto are the forms of the Citibank Liquidity Facilities.

1149012.1 035430 CORR

STANDBY BOND PURCHASE AGREEMENT among

MAINE STATE HOUSING AUTHORITY U.S. BANK NATIONAL ASSOCIATION as Tender Agent, Trustee and Paying Agent and CITIBANK, N.A. Dated as of April 10, 2012 Relating to: Maine State Housing Authority $50,965,000 Mortgage Purchase Bonds 2008 Series E-2 (AMT) (Variable Rate)

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TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Section 1.02. Section 1.03. Section 1.04. Section 1.05. Section 1.06. Section 1.07. Specific Terms ................................................................................................. 2 Incorporation of Certain Definitions by Reference ....................................... 16 Accounting Matters........................................................................................ 16 Computation of Time Periods........................................................................ 16 New York City Time Presumption ................................................................ 16 Relation to Other Documents......................................................................... 16 Interpretation.................................................................................................. 16 ARTICLE II THE COMMITMENT; FEES Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. Section 2.10. Section 2.11. Section 2.12. Section 2.13. Commitment To Purchase Bonds .................................................................. 16 Method of Purchasing .................................................................................... 17 Mandatory Reductions of Available Commitment ........................................ 19 Sale of Bank Bonds; Reinstatement............................................................... 20 Rights of Bank Bondholders.......................................................................... 22 Fees ................................................................................................................ 22 Change In Law............................................................................................... 23 Computations; Payments ............................................................................... 25 Cure................................................................................................................ 25 Maintenance of Accounts .............................................................................. 25 Costs, Expenses and Taxes ............................................................................ 26 CUSIP Numbers............................................................................................. 27 Pledge............................................................................................................. 27 ARTICLE III PAYMENT AND REIMBURSEMENT OF LIQUIDITY ADVANCES ................................... 27 Section 3.01. Section 3.02. Section 3.03. Section 3.04. Repayment of Liquidity Advances and Bank Bonds..................................... 27 Independent Obligation.................................................................................. 30 Default Rate ................................................................................................... 30 Certain Provisions Concerning Payment of Interest Amounts ...................... 31 ARTICLE IV CONDITIONS PRECEDENT TO EFFECTIVENESS Section 4.01. Conditions Precedent to Effectiveness........................................................... 32 i
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Section 4.02.

Conditions Precedent to Banks Obligation to Purchase Eligible Bonds ...... 35 ARTICLE V REPRESENTATION AND WARRANTIES

Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 5.05. Section 5.06. Section 5.07. Section 5.08. Section 5.09. Section 5.10. Section 5.11. Section 5.12. Section 5.13. Section 5.14. Section 5.15. Section 5.16. Section 5.17. Section 5.18. Section 5.19. Section 5.20. Section 5.21. Section 5.22. Section 5.23. Section 5.24.

Due Organization; Power and Authority ....................................................... 35 Authorization and Validity of Agreement, Related Documents and Borrowing ...................................................................................................... 35 Compliance of Agreement, Related Documents with Applicable Law, Organizational Documents, Etc ..................................................................... 36 Governmental Approvals ............................................................................... 36 Compliance with Law .................................................................................... 36 Litigation........................................................................................................ 36 Absence of Defaults and Events of Default................................................... 37 Financial Statements ...................................................................................... 37 Accuracy and Completeness of Information.................................................. 37 Official Statement .......................................................................................... 38 Sovereign Immunity....................................................................................... 38 Incorporation of Representations and Warranties.......................................... 38 Insurance ........................................................................................................ 38 Bonds; Bank Bonds........................................................................................ 38 Employee Benefit Plan Compliance .............................................................. 38 Interest............................................................................................................ 38 Investment Company Act .............................................................................. 39 Federal Reserve Board Regulations............................................................... 39 No Proposed Legal Changes.......................................................................... 39 Reserved......................................................................................................... 39 Anti-Terrorism Representation ...................................................................... 39 Valid Lien ...................................................................................................... 40 Obligations; Other Debt................................................................................. 40 Resolution a Contract..................................................................................... 41 ARTICLE VI COVENANTS

Section 6.01. Section 6.02. Section 6.03.

Compliance With Laws and Regulations....................................................... 41 Reporting Requirements ................................................................................ 41 Notices ........................................................................................................... 43 ii

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Section 6.04. Section 6.05. Section 6.06. Section 6.07. Section 6.08. Section 6.09. Section 6.10. Section 6.11. Section 6.12. Section 6.13. Section 6.14. Section 6.15. Section 6.16. Section 6.17. Section 6.18. Section 6.19. Section 6.20. Section 6.21. Section 6.22. Section 6.23. Section 6.24. Section 6.25. Section 6.26. Section 6.27. Section 6.28. Section 6.29. Section 6.30.

Further Assurances......................................................................................... 44 Right of Entry; Communication with Accountant ......................................... 44 Payment of Obligations; Removal of Liens................................................... 45 Incorporation of Covenants............................................................................ 45 Maintenance of Governmental Approvals ..................................................... 45 Alternate Liquidity Facility............................................................................ 46 Disclosure to Participants .............................................................................. 46 Maintenance of Existence .............................................................................. 46 Use of Proceeds.............................................................................................. 46 Notice of Conversion ..................................................................................... 47 Notice of Change in Depository Banks ......................................................... 47 CUSIP Numbers............................................................................................. 47 Rating Maintenance ....................................................................................... 47 Rating Reduction, Withdrawal or Suspension ............................................... 47 Budget ............................................................................................................ 47 Parity Covenant.............................................................................................. 47 Amendments .................................................................................................. 48 Preservation of Existence, Disposition of Property ....................................... 48 Certain Information........................................................................................ 49 Trustee; Tender Agent; Remarketing Agent.................................................. 49 Accounting Methods; Fiscal Year; Entity Classification............................... 49 Tax-Exempt Status of Bonds ......................................................................... 49 Optional Redemption; Conversion; Defeasance............................................ 49 Pension Plans ................................................................................................. 50 Investment of Funds....................................................................................... 50 Hedge Agreements......................................................................................... 50 Investment Policy........................................................................................... 50 ARTICLE VII COVENANT OF THE TENDER AGENT

Section 7.01.

Covenant of the Tender Agent....................................................................... 51 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES

Section 8.01.

Events of Default not Permitting Immediate Termination ............................ 51 iii

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Section 8.02. Section 8.03.

Events of Default Permitting Immediate Termination................................... 54 Remedies........................................................................................................ 54 ARTICLE IX MISCELLANEOUS

Section 9.01. Section 9.02. Section 9.03. Section 9.04. Section 9.05. Section 9.06. Section 9.07. Section 9.08. Section 9.09. Section 9.10. Section 9.11. Section 9.12. Section 9.13. Section 9.14. Section 9.15. Section 9.16. Section 9.17. Section 9.18. Section 9.19.

Obligations Absolute ..................................................................................... 55 Liability of the Bank ...................................................................................... 56 Expenses; Indemnification; Taxes ................................................................. 57 Notices ........................................................................................................... 58 Successors and Assigns.................................................................................. 60 Governing Law .............................................................................................. 60 Consent to Jurisdiction, Venue and Service of Process................................. 60 Counterparts................................................................................................... 61 Use of Funds .................................................................................................. 61 Extension........................................................................................................ 61 Participations.................................................................................................. 61 Right of Setoff................................................................................................ 61 Amendments and Waivers ............................................................................. 62 Severability .................................................................................................... 62 Headings ........................................................................................................ 62 Complete and Controlling Agreement ........................................................... 62 Patriot Act ...................................................................................................... 62 Electronic Signatures ..................................................................................... 63 Waiver of Jury Trial....................................................................................... 63

iv
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STANDBY BOND PURCHASE AGREEMENT This STANDBY BOND PURCHASE AGREEMENT is dated as of April 10, 2012, by and among the MAINE STATE HOUSING AUTHORITY (the Authority), U.S. BANK NATIONAL ASSOCIATION, as Tender Agent, Trustee and as Paying Agent (together with any successors thereto, the Tender Agent, Trustee or the Paying Agent as the context may require), and CITIBANK, N.A. (the Bank). All capitalized terms used herein and not otherwise defined has the meaning assigned in Section 1.01 or as otherwise provided in Section 1.02. WITNESSETH: WHEREAS, the Authority, pursuant to the General Mortgage Purchase Bond Resolution adopted on February 4, 1972, as amended from time to time (the General Resolution) and a Series Resolution adopted on August 21, 2007 (the Series Resolution), the Authority has heretofore issued Mortgage Purchase Bonds for the purposes denominated therein; and WHEREAS, the Authority has issued $50,965,000 Mortgage Purchase Bonds 2008 Series E-2 (AMT)(Variable Rate) (the Bonds) authorized by and issued pursuant to the General Resolution, the Series Resolution and the Series Certificate dated April 17, 2008 and delivered April 22, 2008, as amended on November 8, 2011 and from time to time thereafter (the Series Certificate) (the General Resolution, the Series Resolution and the Series Certificate to be referenced collectively as the Resolution), the proceeds of which have been used by the Authority for the purposes set forth in the Resolution and of which $50,965,000 in principal amount is outstanding; and WHEREAS, pursuant to the terms of the Resolution and subject to the conditions described therein, the Bonds bearing interest at a Covered Rate are subject to tender for purchase by the holders thereof at various times before the maturity thereof; WHEREAS, the Authority wishes to provide liquidity for the purchase of Bonds bearing interest at a Covered Rate tendered for purchase by the holders thereof pursuant to the terms of the Bonds and the Resolution that are not remarketed by the Remarketing Agent pursuant to the terms of the Resolution and the Remarketing Agreement; WHEREAS, the Bank is willing to purchase Eligible Bonds so tendered for purchase by the holders thereof and not remarketed, upon the terms and conditions set forth in this Agreement; and WHEREAS, in reliance upon, inter alia, the provisions hereof, the Bank is willing to enter into this Agreement with the Authority and the Tender Agent, Trustee and Paying Agent. NOW, THEREFORE, for valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

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ARTICLE I DEFINITIONS Section 1.01. Specific Terms. The following terms shall have the meanings indicated below or in the referenced Section of this Agreement, unless the context shall clearly indicate otherwise: Accrued Interest means that portion of the Purchase Price paid by the Bank for Eligible Bonds constituting accrued but unpaid interest on such Eligible Bonds. Act means the Maine Housing Authorities Act, constituting Title 30-A, Chapter 201, of the Maine Revised Statutes Annotated, as amended from time to time. Affiliate means any other Person controlling or controlled by or under common control with the Authority. For purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting rights, membership, the power to appoint members, trustees or directors, by contract or otherwise. Agreement means this Standby Bond Purchase Agreement. Alternate Liquidity Facility means a replacement standby bond purchase agreement or other liquidity facility meeting the requirements of a Substitute Liquidity Facility set forth in the Resolution. Amortization End Date has the meaning assigned to such term in Section 3.01(b)(ii). Applicable Law(s) means, collectively, the Constitutions of the United States and the State of Maine, all applicable common law and principles of equity and all international, foreign, federal, state and local laws, statutes, treaties, codes, acts, rules, regulations, guidelines, ordinances, resolutions, orders, judgments, decrees, injunctions, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all administrative orders, directed duties, requests, licenses, certificates, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law, that are applicable now or are applicable at any time hereafter to (a) the Authority or (b) any assets, property, operations or facilities of the Authority or (c) the Transactions. Authorized Denominations shall have the meaning assigned in the Official Statement. Authority means the Maine State Housing Authority, a public body corporate and politic and instrumentality organized and existing under the laws of the State of Maine, and its successors and assigns permitted hereunder. Authorized Officer means any commissioner or member of the Authority, its Director and any other person duly authorized by the by-laws or resolution of the Authority to perform the

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act or sign the document in question. Any document or certificate hereunder that is executed by an Authorized Officer shall be deemed to have been authorized by all necessary action by the Authority. Available Commitment as of any day, means the sum of the Available Principal Commitment and the Available Interest Commitment, in each case as of such day. Available Interest Commitment initially means Three Million One Hundred Sixty Six Thousand Eight Hundred Twelve Dollars ($3,166,812) (an amount equal to one hundred eightynine (189) days interest on the Bonds, computed as if the Bonds bore interest at the rate of twelve percent (12%) per annum based on a year of 365 days). The Available Interest Commitment may be adjusted from time to time as follows: (a) downward by an amount that bears the same proportion to the Available Interest Commitment prior to such reduction as the amount of the related reduction in the Available Principal Commitment pursuant to the definition of Available Principal Commitment bears to the Available Principal Commitment prior to such reduction; and (b) upward by an amount that bears the same proportion to the Available Interest Commitment prior to such increase as the amount of the related increase in the Available Principal Commitment pursuant to clause (c) of the definition of Available Principal Commitment bears to the Available Principal Commitment prior to such increase; provided that after giving effect to such adjustment the Available Interest Commitment shall never exceed Three Million One Hundred Sixty Six Thousand Eight Hundred Twelve Dollars ($3,166,812). Any adjustments to the Available Interest Commitment pursuant to clauses (a) and (b) above shall occur simultaneously with the event requiring such adjustment. Available Principal Commitment initially means Fifty Million Nine Hundred Sixty Five Thousand Dollars ($50,965,000) and thereafter means such initial amount adjusted from time to time as follows: (a) upon any reduction in the Available Principal Commitment pursuant to Section 2.03, downward by the amount of such reduction; (b) downward by the principal amount of any Bonds purchased by the Bank pursuant to Section 2.01; and (c) upward by the principal amount of any Bonds previously purchased by the Bank pursuant to Section 2.01, which a Bank Bondholder elects to retain pursuant to Section 2.04(c) or that are sold or deemed sold by a Bank Bondholder pursuant to Section 2.04(c) (regardless of the Purchase Price received for such Bonds). Any adjustment to the Available Principal Commitment pursuant to clause (a), (b) or (c) above shall occur simultaneously with the occurrence of the event described in such clause. Bank means Citibank N.A., a banking association organized and existing under the laws of the United States of America, and its successors and assigns. Bank Bond means each Bond purchased by the Bank pursuant to Sections 2.01 and 2.02 and held by or for the account of a Bank Bondholder in accordance with the terms of this

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Agreement, until purchased from the Bank Bondholder or retained by the Bank Bondholder in accordance with Section 2.04(c) or redeemed in accordance with Sections 3.01(b) or otherwise. Bank Bond CUSIP Number means 56052EG85. Bank Bond Sale Consideration has the meaning assigned to such term in Section 2.04(c). Bank Bondholder means the Bank (but only in its capacity as owner (which as used herein shall mean beneficial owner if at the relevant time Bank Bonds are held in book-entry form) of Bank Bonds pursuant to this Agreement) and any other Person to whom a Bank Bondholder has sold Bank Bonds pursuant to Section 2.04(a). Bank Disclosure means the information provided by the Bank and included the Official Statement under the caption The Liquidity Provider. Bank Rate means, for each date of determination, (a) the Base Rate, and (b) from and after the earlier of (i) the date amounts are owed hereunder or under any Bank Bond but are not paid when due and (ii) during the occurrence and continuance of an Event of Default, the Default Rate; provided, however that, notwithstanding the foregoing, at any time that some but less than all of the Bonds are Bank Bonds, the Bank Rate shall never be less than the per annum interest rate then payable in respect of the Bonds that are not Bank Bonds. Base Rate means, for any date, a rate per annum equal to the LIBOR Index Rate plus seven hundred fifty basis points (7.50%). Bonds has the meaning set forth in the recitals hereto and shall include, unless the context otherwise requires, all Bank Bonds. Book-Entry Bonds means the Bonds so long as the book-entry system with DTC is used for determining beneficial ownership of the Bonds. Business Day means any day other than (a) a Saturday or Sunday, (b) a day on which banks located in the State or in any of the cities in which the principal office of any of the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent or the Bank is located are required or authorized by law or executive order to close, (c) a day on which the New York Stock Exchange is closed, and (d) a day on which the payment system of the Federal Reserve System is not operational. For purposes of this definition, the Banks principal office shall be that office at which a Notice of Bank Purchase is to be presented hereunder. Capital Lease Obligations of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

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Closing Date means April 10, 2012 or such later date on which this Agreement is fully executed and delivered. Code means the Internal Revenue Code of 1986, as amended, or any successor provision or provisions thereto or any successor Federal tax code, and any regulations (including temporary and proposed regulations relating to the matters governed by this Agreement) thereunder or under any such provision or successor Federal tax code. Contract means any resolution, contract, mortgage, deed of trust, guaranty, note or agreement (other than this Agreement), other contractual restriction, lease, instrument, certificate of incorporation, charter or by-law. Conversion Date means the effective date of a conversion of the rate of interest on the Bonds so that no Bond bears interest at the Covered Rate. Convert or Converted or Conversion, as appropriate, means the conversion of the interest rate on the Bonds to a rate of interest other than the Covered Rate pursuant to the terms of the Resolution. Covered Rate means, with respect to any Bond, the Weekly Rate, as defined in the Resolution. Debt means with respect to any Person, all items that would be classified as a liability in accordance with generally accepted accounting principles, including, without limitation, (a) indebtedness or liability for borrowed money including amounts drawn under a letter of credit or other credit facility, or for the deferred purchase price of property or services (including trade obligations); (b) all Capital Lease Obligations of such Person; (c) current liabilities in respect of unfunded benefits under employee benefit, retirement or pension plans; (d) obligations issued for the account of any other Person; (e) all obligations arising under acceptance facilities; (f) all Guarantees and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any other Person or otherwise to assure a creditor against loss; (g) obligations secured by any mortgage, lien, pledge, security interest or other charge or encumbrance on property, whether or not the obligations have been assumed; (h) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable, if such amounts were advanced under the credit facility; (i) obligations of such Person under Financial Products Agreements or Swaps; and (j) all amounts required to be paid by such Person as a guaranteed payment to partners or members or as a preferred or special dividend, including any mandatory redemption of shares or interests; and, in each case, whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss. Debtor Relief Laws means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws and regulations of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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Default means the occurrence of any event or the existence of any condition which constitutes an Event of Default or the occurrence of any event or the existence of any condition which with the giving of notice, the passage of time, or both, would constitute an Event of Default. Defaulted Interest means accrued interest on the Bonds which was not paid when due under the terms of the Resolution and any amounts accruing on amounts owed on the Bonds by reason of such amounts being not paid when due. Default Premium means a per annum rate equal to three hundred basis points (3.00%). Default Rate means a per annum rate of interest equal to the Base Rate plus the Default Premium. Default Tender means a mandatory tender of the Bonds pursuant to Section 3.10 of Exhibit C of the Series Certificate resulting from the Banks delivery of a Termination Notice pursuant to Section 8.03(b) upon the occurrence of an Event of Default described in Section 8.01. DTC means The Depository Trust Company and its successors. Designated Maturity means one month. Determination Counsel means a firm of attorneys of nationally-recognized standing in matters pertaining to the validity of and tax-exempt nature of interest on bonds and other debt instruments issued by states and their political subdivisions, designated by the Authority and acceptable to the Bank in its reasonable discretion. Determination of Taxability means a determination that the interest payable on the Bonds does not qualify as interest which is excludable from gross income of the recipient thereof for federal income tax purposes under Section 103 of the Code (Exempt Interest) for any reason, which determination shall be deemed to have been made upon the first to occur of any of the following: (a) the date on which (i) the Internal Revenue issues a proposed or final determination of taxability, a Notice of Proposed Issue (IRS Form 5701-TEB), a notice of deficiency or similar notice, or any other notice, determination or decision, in each case, to the effect that the interest payable on the Bonds or any portion thereof does not qualify as Exempt Interest, or (ii) a court of competent jurisdiction has rendered any final ruling or decision to the effect that the interest payable on the Bonds or any portion thereof does not qualify as Exempt Interest; (b) the date when the Authority files any statement, supplemental statement, or other tax schedule, return or document, which is in any respect inconsistent with interest payable on the Bonds or any portion thereof continuing to qualify as Exempt Interest;

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(c) the date of any sale, lease or other deliberate action within the meaning of Treas. Reg. 1.141-2(d), if prior to such action the Authority and the Bank have not received an unqualified opinion of Determination Counsel to the effect that such action will not cause interest on the Bonds to become includable in the gross income of the recipient for federal income tax purposes; or (d) (i) the date that circumstances relating to the Authority have occurred or changed, or any federal tax law or regulation, or any public or private final ruling, technical advice memorandum or any other written communication by the Internal Revenue Service is adopted or issued, or any final ruling or decision of a court of competent jurisdiction is rendered or any other set of circumstances has occurred, in any such case, which may adversely affect the excludability of the Exempt Interest from the gross income of the recipient for federal income tax purposes; and thereafter (ii) Determination Counsel is notified by the Bank in writing, with a copy to the Authority, or by the Authority, with a copy to the Bank, that Determination Counsel is requested to deliver an updated approving tax-exempt opinion in form and substance acceptable to the Bank in its sole reasonable discretion (Approving Opinion) during the 45-day period after receipt of the request and is assured as to the payment of its fees and expenses for such services; and (iii) within 45 days after such notice has been received by Determination Counsel, either (A) the Bank and the Authority have received written communication from Determination Counsel to the effect that, based upon an analysis of the facts and applicable law, it is unable to render an updated Approving Opinion, or (B) Determination Counsel has not delivered an Approving Opinion. Differential Interest Amount means the excess of (a) interest which has accrued and could actually be paid on Bank Bonds at the Bank Rate, as determined in accordance with Section 3.01 hereof, up to but excluding the Sale Date, over (b) the interest accrued on such Bonds which is received by the Bank Bondholders as part of the Sale Price. Effective Date means the date on which this Agreement becomes effective as provided in Article IV which shall be the Closing Date. Eligible Bonds means any Bonds Outstanding under and entitled to the benefits of the Resolution which bear interest at a Covered Rate and that are tendered or deemed tendered for purchase pursuant to Exhibit C of the Series Certificate other than any such Bond which (a) is a Bank Bond or (b) is owned by or on behalf of or is held for the account or for the benefit of the Authority. Environmental Law(s) means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to air, water or land pollution, wetlands or the protection of the environment or to emissions, discharges or releases of Hazardous Materials into the environment, including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials or the clean-up or other remediation thereof.

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Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Authority directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, presence, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules and regulations from time to time promulgated thereunder. Event of Default, in relation to this Agreement, has the meaning assigned to such term in Article VIII, and in relation to any Related Document, has the meaning set forth therein. Event of Insolvency means, with respect to any Person, the occurrence of one or more of the following events: (a) the issuance, under the laws of any state or under the laws of the United States of America, of an order for relief, rehabilitation, liquidation or dissolution of such Person; (b) the commencement by or against such Person of a case or other proceeding seeking an order for relief, liquidation, reorganization or other relief with respect to the such Person or its debts under any bankruptcy, insolvency, reorganization or other similar state or federal law now or hereafter in effect, including, without limitation, the appointment of a trustee, receiver, liquidator, custodian or other similar official for such Person or any substantial part of its property; or the appointment, or the designation with respect to it, of an entity such as an organization, board, commission, authority, agency or body to monitor, review, oversee, recommend or declare a financial emergency or similar state of financial distress with respect to it or the declaration of, or the introduction or proposal for consideration by it or by any legislative or regulatory body with competent jurisdiction over it, of the existence of a state of financial emergency or similar state of financial distress in respect of it; (c) the making of an assignment for the benefit of creditors by such Person;

(d) the declaration of a moratorium with respect to the payment of the debts of such Person; (e) the admission by such Person in writing of its inability to pay its debts when due; or (f) the initiation of any actions to authorize any of the foregoing by or on behalf of such Person. Excess Interest Amount has the meaning assigned to such term in Section 3.04(d).

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Expiration Date means April 9, 2015, as such date may be extended from time to time by the Bank by delivery of a written Notice of Extension to the Tender Agent, the Remarketing Agent, the Trustee and the Authority in the form of Exhibit D; provided that if any such date is not a Business Day, the Expiration Date shall be the next preceding Business Day. Exposure means, for any date with respect to a Person and any Swap, the amount of any Settlement Amount that would be payable by such Person if such Swap were terminated as of such date. Exposure shall be determined in accordance with the standard methods of calculating such exposure under similar arrangements as prescribed from time to time by the Bank, taking into account the methodology for calculating amounts due upon early termination as set forth in the related Swap and the notional principal amount, term and other relevant provisions thereof. Facility Fee has the meaning assigned to such term in Section 2.06. Fee Payment Date means the first Business Day of each January, April, July and October, and on the Termination Date commencing with the First Fee Payment Date. First Fee Payment Date means July 2, 2012. Fiscal Year means the fiscal year of the Authority ending on December 31 of each calendar year or such other fiscal year as may be adopted by the Authority from time to time. GAAP means accounting principles generally accepted and consistently applied to governmental entities in the United States, as set forth in the opinions and pronouncements of the Accounting Principles Board, the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or in such other statements by such other entity as may be in general use by significant segments of the accounting profession as in effect on the date hereof. General Resolution means the Authoritys General Mortgage Purchase Bond Resolution adopted by the governing body of the Authority on February 4, 1972, and authorizing the adoption of the Series Resolution, the issuance of the Bonds, the execution and delivery by the Authority of this Agreement and the other Related Documents to which it is a party, and related matters. Governmental Approvals means an authorization, consent, approval, license or exemptions of, registration or filing with, or report to, any governmental or regulatory unit. Governmental Authority means any national, supra-national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, administrative, public or statutory instrumentality, authority, body, agency, department, commission, bureau, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other Person with authority to bind a party at law.

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Guarantee of or by any Person (the guarantor) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other obligation of any other Person (the primary obligor) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. Hazardous Materials means all explosive or radioactive substances or wastes and all hazardous or toxic substances, contaminants, chemicals, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. Immediate Termination Event means an Event of Default under Section 8.02, the occurrence of which will immediately terminate the Available Commitment, the Purchase Period and the Banks obligation to advance funds for the purchase of Bonds hereunder as described in Section 8.02. Interest Component has the meaning assigned to such term in Section 2.01. Interest Payment Date means with respect to the Bonds, including the Bank Bonds, May 15 and November 15 of each year. Investment Obligations has the meaning assigned to such term in the Resolution. Investment Policy means the Investment Policy of the Authority dated as of June 19, 2006. Investor CUSIP Number means, for the Bonds due November 15, 2030, CUSIP No. 56052EC30, and for the Bonds due November 15, 2037, CUSIP No. 56052EC48. LIBOR Index Rate means: (a) as of any date of determination, the interest rate per annum equal to (i) the offered quotations for the Designated Maturity in United States Dollars which appears on LIBOR01 Page of the Thomson Reuters BBA LIBOR Rates Screen (or such other page as may replace LIBOR01 Page, or the service as may be nominated by the British Bankers Association as the information vendor for the purpose of displaying British Bankers Association Interest Settlement Rates for deposits in United States Dollars) at or about 11:00 a.m. (London time) on the applicable determination date; or (ii) if no such interest rate determined under clause (i) is available, the arithmetic mean (rounded 10

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upward to the nearest one-sixteenth of one percent (0.0625%)) of the interest rates quoted by the London Reference Banks to leading banks in the London interbank market at or about 11:00 a.m. (London time) on the applicable determination date for a period of the Designated Maturity (commencing on the first day of the relevant interest period) in United States Dollars; (b) provided, however that, if the Bank determines that for any reason and with respect to any date of determination (iii) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Designated Maturity of such LIBOR Index Rate, or (iv) adequate and reasonable means do not exist for determining the LIBOR Index Rate for any Designated Maturity, the Bank will promptly so notify the Authority and the LIBOR Index Rate for such Designated Maturity and such date of determination shall be that of the preceding interest period for the Designated Maturity until such time as the Bank shall either notify the Authority (x) of an alternative index to be used to calculate the LIBOR Index Rate or (y) that the LIBOR Index Rate will again be calculated as set forth under (a) of this definition. Lien means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. Liquidity Advance has the meaning assigned to such term in Section 2.01. Margin Stock has the meaning assigned to that term in Regulation U promulgated by the Board of Directors of the Federal Reserve System, as now and hereafter from time to time in effect. Material Adverse Change means the occurrence of any event or change which, in the sole reasonable discretion of the Bank, results in a material and adverse change in the business, condition (financial or otherwise), operations or prospects of the Authority since the last day of the period reported in the audited annual financial statements of the Authority dated as of December 31, 2011, or which in the sole reasonable discretion of the Bank materially and adversely affects (a) the enforceability of this Agreement or any of the other Related Documents, (b) the ability of the Authority to perform its obligations hereunder or thereunder or (c) the rights of, or benefits or remedies available to, the Bank under the Resolution, this Agreement or any other Related Document. Material Adverse Effect means (a) a materially adverse effect upon the Authoritys business, assets, liabilities, condition (financial or otherwise), results of operations or business prospects of the Authority, (b) with respect to this Agreement or any of the other Related Documents or any of the Authority's obligations arising under this Agreement or any of the other Related Documents, an adverse effect upon the binding nature, validity or enforceability of such agreement or obligation, (c) an adverse effect on the exclusion of interest with respect to the

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Bonds from gross income for purposes of federal income taxation or the exemption of such interest from State personal income taxes or (d) a materially adverse effect (i) on the authority or ability of the Authority to perform any of its obligations under any Related Document or the ability of the Authority to complete the Transactions or (ii) on the rights of or remedies of the Bank hereunder or under the other Related Documents or on the pledge of the Pledged Receipts under the Resolution. Material Litigation has the meaning assigned to such term in Section 5.06. Maturity Date has the meaning assigned to that term in the Resolution. Maximum Bond Rate means the maximum interest rate, if any, which is applicable to a Bank Bond under the Resolution. Maximum Bank Interest Rate means the lesser of (a) 25% per annum and (b) the Maximum Lawful Rate. Maximum Lawful Rate means the respective maximum, non-usurious, lawful rate of interest that may be contracted for, charged or received in connection with the Required Payments under this Agreement, under Applicable Law presently in effect or, to the extent permitted by law, under Applicable Law that may hereafter be in effect and that allows a higher maximum and non-usurious rate of interest than Applicable Law now allows. Moodys means Moodys Investors Service, Inc. or any successor thereto. Notice of Bank Purchase means a written notice in the form of Exhibit A. Obligor Rating shall mean any rating by a Rating Agency on any Parity Debt without regard to any guaranty by any other Person or any third-party credit enhancement. Official Statement means the Remarketing Statement relating to the Bonds, dated April 2, 2012 (including the cover page and all summary statements, appendices and other materials included or incorporated by reference or attached thereto), as amended or supplemented and any other offering document of the Authority or prospectus used with respect to the remarketing of the Bonds. Other Taxes means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, the Bank Bonds or this Agreement. Outstanding when used with regard to the Bonds has the meaning assigned to such term in the Resolution. Parity Bonds or Parity Debt means any Bonds or Series of Bonds as defined and issued under the Resolution that is secured on a basis that is on parity with the Bonds.

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Participant(s) means any bank(s) or other financial institution(s) that may purchase from the Bank a participation interest in this Agreement and certain of the Related Documents pursuant to a participation agreement between the Bank and the Participant(s). 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. 107-56 (signed into law October 26, 2001). Pension Plan means any employee pension benefit plan which is maintained by the Authority or to which the Authority contributes or has an obligation to contribute, or has made contributions at any time during the immediately preceding six (6) plan years. Person means an individual, a corporation, a partnership, an association, an agency, an authority, a joint venture, a trust, a business trust, a limited liability company or any other entity or organization, including a governmental entity or political subdivision or an agency or instrumentality thereof. Pledged Receipts has the meaning assigned to such term in the Resolution. Principal Component has the meaning assigned to such term in Section 2.01. Purchase Date means any Business Day during the Purchase Period on which the Bank is required to purchase Eligible Bonds pursuant to Sections 2.01 and 2.02. Purchase Notice has the meaning assigned to such term in Section 2.04(b). Purchase Period means the period from the Effective Date to and including close of business on the earliest of (a) the Expiration Date, (b) the date on which no Eligible Bonds are Outstanding, and (c) the date on which the Available Commitment and the Banks obligation to purchase Eligible Bonds have been terminated in their entireties pursuant to Section 2.03 or Article VIII. Purchase Price means, with respect to any Eligible Bond as of any date, one hundred percent (100%) of the principal amount of such Eligible Bond plus accrued and unpaid interest thereon to the Purchase Date but in no event to exceed the Available Commitment; provided, however, if the Purchase Date for any Eligible Bond is also an Interest Payment Date for such Eligible Bond, the Purchase Price for such Eligible Bond shall not include accrued but unpaid interest on such Eligible Bond; and provided, further, in no event shall the Purchase Price of any Eligible Bond include Defaulted Interest accrued on such Eligible Bond or any premium owed with respect to such Eligible Bond. Purchaser has the meaning assigned to such term in Section 2.04(b). Rating Agency means S&P or Moodys or any successor or additional rating agency that rates the Bonds at the written request of the Authority with the written consent of the Bank. Related Documents means, collectively, this Agreement, the Resolution, the Remarketing Agreement, the Bonds, the Official Statement, and any exhibits, instruments or

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agreements relating thereto, as the same may be amended from time to time in accordance with their respective terms and the terms hereof. Remarketing Agent means the Person acting from time to time as the Remarketing Agent under the Resolution and the Remarketing Agreement, presently being Citigroup Global Markets Inc. Remarketing Agreement means the Remarketing Agreement by and between the Authority and the Remarketing Agent dated as of April 9, 2012 and any similar agreement between the Authority and any successor Remarketing Agent, including, in each case, such amendments, modifications or supplements permitted pursuant to its terms and the terms hereof. Required Payments means (a) all required payments in reimbursement of Liquidity Advances and the Purchase Price of Bonds including the Principal Component and the Interest Component, (b) all required payments of interest under this Agreement at the Bank Rate, (c) all required payments of the Facility Fee, (d) the payment of interest with respect to Liquidity Advances and with respect to Bank Bonds and (e) all other amounts, charges, costs, fees (including reasonable attorneys fees as set forth), expenses and sums due the Bank under this Agreement, the Bank Bonds and the other Related Documents, whether in the form of a direct, reimbursement, or indemnity, payment obligation, and including all payment obligations of the Authority to the Bank, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Authority of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Required Repayment Date has the meaning assigned to such term in Section 3.01. Resolution has the meaning assigned to such term in the recitals hereto. S&P means Standard and Poors Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto. Sale Date has the meaning assigned to such term in Section 2.04(b). Sale Price has the meaning assigned to such term in Section 2.04(b). Securities Depository means The Depository Trust Company or such other securities depository which may be designated by the Authority pursuant to the Resolution, subject to the consent of the Bank, not to be unreasonably withheld. Securities Depository Disclosure means the disclosure provided by the Securities Depository for inclusion in the Official Statement and included in the Official Statement under the caption Book-Entry System. Settlement Amount means, with respect to a Person and any Swap, any amount payable by such Person under the terms of such Swap in respect of, or intended to compensate the other party for, the value of such Swap upon early termination thereof.

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Series Certificate has the meaning assigned to such term in the recitals hereto. Series Resolution has the meaning assigned to such term in the recitals hereto. State means the State of Maine. Swap has the meaning assigned to that term in the Resolution as of the date hereof and without regard to any amendment of that term hereafter. Taxes has the meaning assigned to that term in Section 2.11(b). Tender Agent means the Person acting from time to time as the Tender Agent under the Resolution, presently U.S. Bank National Association. Term Amortization means the amortization period the Authority is deemed to have requested the Bank to extend on and subject to the terms and conditions set forth in Section 3.01. Termination Fee has the meaning assigned to such term in Section 2.06. Termination Notice means any written notice given by the Bank pursuant to Section 8.03(b) which shall be in the form of Exhibit B. Transactions means the execution and delivery by the Authority of this Agreement and the other Related Documents, the performance by the Authority of its obligations (including payment obligations) hereunder and thereunder, the advance of the Available Commitment and the use of the proceeds thereof. Trust Estate means the Pledged Receipts, the Revenue Fund, and all other moneys, funds, accounts, property and assets which may from time to time be subjected to the lien of the Resolution in accordance with the provisions thereof. Trustee means U.S. Bank National Association, in its capacity as trustee under the Resolution, and any permitted successors as trustee under the Resolution. Unfunded Pension Liability means the excess of a Pension Plans benefit liabilities over the current value of that Pension Plans assets, determined in accordance with the assumptions used for funding the Pension Plan for the applicable plan year. Verification Report means, with respect to the deemed payment of the Bonds pursuant to the Resolution, a report of an Accountant verifying that the defeasance securities and cash, if any, deposited in connection with such deemed payment satisfy the requirements of the Resolution. Voluntary Termination means any election by the Authority to terminate this Agreement in connection with (i) an optional prepayment of all Outstanding Bonds (including all Bank Bonds), (ii) the replacement of this Agreement with an Alternate Liquidity Facility or (iii) the conversion of all of the Bonds to a rate of interest other than a Covered Rate.

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Written or in writing means any form of written communication or a communication by means of facsimile device. Section 1.02. Incorporation of Certain Definitions by Reference. Each capitalized term used herein and not otherwise defined herein has the meaning provided therefor in the Resolution or the Bonds, as applicable, unless the context otherwise requires. Section 1.03. Accounting Matters. All accounting terms used herein without definition shall be interpreted in accordance with generally accepted accounting principles, consistently applied, and, except as otherwise expressly provided herein, all accounting determinations required to be made pursuant to this Agreement shall be made in accordance with generally accepted accounting principles, consistently applied. Section 1.04. Computation of Time Periods. In this Agreement, in the computation of a period of time from a specified date to a later specified date, unless otherwise specified herein, the word from means from and including and the words to and until each mean to but excluding. Section 1.05. New York City Time Presumption. All references herein to times of the day shall be presumed to refer to New York City time unless otherwise specified. Section 1.06. Relation to Other Documents. Nothing in this Agreement shall be deemed to amend or relieve the Authority of any of its obligations under any Related Document. To the extent any provision of this Agreement conflicts with any provision of any Related Document to which the Authority and the Bank are parties, the terms of this Agreement shall control. Section 1.07. Interpretation. All words used herein shall be construed to be of such gender or number as the circumstances require. Reference herein to any document means such document as amended, modified or supplemented from time to time as permitted under its terms and the terms hereof. Reference herein to an Article, Exhibit or Section shall constitute a reference to such Article, Exhibit or Section of or to this Agreement unless otherwise specified. ARTICLE II THE COMMITMENT; FEES Section 2.01. Commitment To Purchase Bonds. Subject to the terms and conditions of this Agreement, the Bank hereby agrees from time to time during the Purchase Period to extend credit to the Authority through the purchase of Eligible Bonds, at the Purchase Price on a Purchase Date. The portion of the Purchase Price paid for any Eligible Bonds purchased on any Purchase Date constituting principal, which shall be in Authorized Denominations (the Principal Component), shall not exceed the lesser of 100% of the principal amount of such Eligible Bonds and the Available Principal Commitment (calculated in each case, without giving effect to any purchase of Eligible Bonds by the Bank on such date) at 12:30 p.m. on such Purchase Date. The portion of the
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Purchase Price paid for any Eligible Bonds constituting Accrued Interest (the Interest Component) on such Eligible Bonds purchased on any Purchase Date shall not exceed the lesser of the accrued and unpaid interest with respect to such Eligible Bonds (excluding Defaulted Interest and, if the Purchase Date is an Interest Payment Date, excluding all accrued interest) and the Available Interest Commitment (calculated in each case without giving effect to any purchase of Eligible Bonds by the Bank on such date) at 12:30 p.m. on such Purchase Date. Any Eligible Bonds so purchased shall thereupon constitute Bank Bonds and shall, from the Purchase Date and while they are Bank Bonds, bear interest at the Bank Rate and have the other characteristics of Bank Bonds as set forth herein, in the Resolution and in the Bonds. Amounts drawn under this Agreement shall only be used to pay the Purchase Price of Eligible Bonds and may not be used to pay the principal of and interest on the Bonds or for any other purpose. Each such advance by the Bank to pay the Purchase Price of Eligible Bonds shall constitute a liquidity advance (the Liquidity Advance) to the Authority and shall be repaid and shall bear interest as set forth in Article III hereof. Section 2.02. Method of Purchasing. (a) Notice of Purchase. If, on any Purchase Date during the Purchase Period, the Bank receives at the location specified for the delivery of a Notice of Bank Purchase specified pursuant to Section 9.04, a Notice of Bank Purchase from the Tender Agent, not later than 12:30 p.m., the Bank shall, subject to satisfaction of the requirements of Sections 2.01 and 4.02 hereof, transfer to the Tender Agent not later than 3:30 p.m. on such Purchase Date, in immediately available funds, an amount equal to the aggregate Purchase Price of all Eligible Bonds tendered or deemed tendered for purchase on such date but not remarketed as specified in such Notice of Bank Purchase. The Tender Agent shall promptly confirm the Banks receipt of each Notice of Bank Purchase by telephone call to the Bank and if a Notice of Bank Purchase is given by facsimile transmission, the Tender Agent shall promptly deliver to the Bank an original of such Notice of Bank Purchase by postage prepaid, registered or certified U.S. Mail; provided that neither such telephone call nor the receipt of such original is a condition to the Banks obligation to advance funds hereunder. A Notice of Bank Purchase shall be irrevocable after receipt thereof by the Bank. The Bank shall have no responsibility for, nor incur any liability in respect of, any act, or any failure to act, by the Tender Agent, the Trustee, the Remarketing Agent or the Authority that results in (i) any failure to credit the appropriate account with funds made available by the Bank or to effect the purchase of Eligible Bonds by the Bank with such funds pursuant to this Section 2.02, (ii) the failure of such Bank Bonds to be delivered to the Bank or its nominee or designee or (iii) the failure of the Bank to collect or realize upon the Bank Bonds or for any delay in so doing. Eligible Bonds purchased pursuant to this Article II shall be registered by the Tender Agent in the name of the Bank, or, if directed in writing by the Bank, its nominee or designee, and shall be promptly delivered by the Tender Agent to the Bank, or as the Bank may otherwise direct in writing, to be held as Bank Bonds under this Agreement and the Resolution, and prior to such delivery shall be held in trust by the Tender Agent for the benefit of the Bank. All purchases of Eligible Bonds shall be made with the Banks own funds.

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(b)

Book-Entry Bonds.

(i) Purchase. So long as Bonds purchased pursuant to Section 2.02(a) are Book-Entry Bonds held by the Trustee as custodian as part of DTCs FAST automated transfer program (FAST Eligible Bonds), concurrent with the Tender Agents receipt of the Purchase Price for each purchase of Bonds by the Bank, the Tender Agent, as a participant of DTC (or any other successor securities depository) or an eligible transfer agent, shall, if so directed by the Bank, make a direct registration electronic book-entry (A) crediting the DTC account designated by the Bank as its account in which to hold the Bonds purchased by the Bank (each, a Bank Book-Entry Account of the Bank) with the principal amount of the Bonds purchased by the Bank using the Bank Bond CUSIP Number and (B) debiting the book-entry account of DTC for such Bonds (thereby reducing the principal balance of the global certificate representing the Bonds) (the DTC Book-Entry Account) by the principal amount of the Bonds purchased by the Bank. (ii) Remarketing. So long as the Bonds are FAST Eligible Bonds, upon a remarketing of Bank Bonds and the Tender Agents receipt from the applicable Remarketing Agent of the remarketing proceeds and the remittance of such proceeds to or for the credit of the Bank, the Tender Agent, as a participant of DTC (or any other successor securities depository) or an eligible transfer agent, shall, if the Tender Agent has previously credited the Bank Book-Entry Account as described in clause (A) of the first sentence of subpart (i) in this subsection (b), make a direct registration electronic book-entry in its records (X) debiting the Bank Book-Entry Account of the Bank for the principal amount of the Bonds so remarketed and (Y) crediting the DTC Book-Entry Account for the Bonds (thereby increasing the principal balance of the global certificate representing the Bonds) with the principal amount of the Bonds so remarketed. (iii) Procedures Generally. The Tender Agent acknowledges that it is familiar with the procedures and requirements set forth in a notice from DTC, dated April 4, 2008, respecting Variable Rate Demand Obligations (VRDO) Failed Remarketings and Issuance of Bank Bonds and agrees that, with respect to any and all Bonds, it will follow the procedures and requirements set forth in such notice, and the same shall be applicable hereto, mutatis mutandis, as the same may be amended, supplemented, restated or replaced from time to time. To the extent that, following any amendment of such notice, the procedures and requirements therein should become inconsistent with any aspect of the provisions of this subsection (b), the Tender Agent, the Authority and the Bank shall promptly negotiate in good faith and agree upon amendments of this paragraph so as to eliminate such inconsistency. All costs and expenses related to actions taken pursuant to this Section or otherwise to register Bank Bonds or transfer legal or beneficial interests therein shall be borne by the Authority. (c) Remittance of Extra Funds. In the event that any funds paid by the Bank to the Tender Agent pursuant to Section 2.02(a) hereof are not applied to pay the

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Purchase Price of Eligible Bonds as provided herein, such funds shall be returned to the Bank immediately by the Tender Agent and until so returned shall be held in trust by the Tender Agent for the account of the Bank; the Available Commitment shall not be reduced pursuant to clause (b) of the definition of Available Principal Commitment by the amount drawn but so returned. To the extent any such amounts are not returned to the Bank in immediately available funds by 3:30 p.m. on the same day on which such funds were advanced, such amounts shall bear interest, payable by the Authority on demand and in any event on the date on which such funds are returned, at a rate equal to the Bank Rate from the date disbursed until the date returned to the Bank (but in any event for not less than one (1) day). (d) Representations. The delivery of a Notice of Bank Purchase shall constitute a representation and warranty by the Authority on each Purchase Date that (i) the conditions described in clauses (a) and (b) of Section 4.02 have been satisfied on such Purchase Date and (ii) that the representations and warranties made by the Authority herein are true and correct in all material respects on and as of such Purchase Date, as if made on and as of such Purchase Date. (e) Notices by Tender Agent. The Tender Agent covenants and agrees to provide the notices to the Bank that the Tender Agent is required to give to the Bank by the terms of the Resolution and to present each Notice of Bank Purchase by facsimile notice to the Bank. The Authority agrees to comply, and to use its best efforts to cause the Tender Agent to comply, with these provisions and those in the Resolution regarding Bank Bonds. The Bank shall have no responsibility for, nor incur any liability in respect of, any act, or any failure to act, by the Tender Agent, the Remarketing Agent, the Trustee or the Authority which results in (i) the failure of the Tender Agent to effect the purchase of the Bonds by the Authority, (ii) the failure of such Bank Bonds to be delivered to the Bank or its nominee or designee or (iii) the failure of the Bank to collect or realize upon the Bank Bonds or for any delay in so doing. (f) Release or Debit. Notwithstanding any other provision of this Agreement or the Resolution, the Tender Agent shall not release Bank Bonds (or debit the Bank Book-Entry Account of the Bank) unless the Tender Agent has received notice from the Bank that the Bank has been paid all amounts owed with respect to such Bank Bonds and the related Liquidity Advances. The Authority and the Bank hereby agree that the Bank Bonds are held as independent obligations and as additional security for the payment and performance of the Authoritys obligations hereunder. (g) Best Efforts. The Authority shall cause the Remarketing Agent to use its best efforts to remarket Bank Bonds at the Sale Price. Section 2.03. Mandatory Reductions of Available Commitment. (a) Upon (i) any prepayment, repayment, defeasance or other payment or deemed payment of all or any portion of the principal amount of the Bonds or (ii) the conversion of the interest rate on any of the Bonds to an interest rate other than a Covered Rate, the aggregate Available Principal Commitment shall be reduced upon receipt by the

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Bank of written notice of such occurrence from the Authority by the principal amount of the Bonds so prepaid, repaid, defeased or otherwise paid, deemed paid or so converted, as specified in such written notice. Upon reduction of the Available Principal Commitment to zero pursuant to this Section, the Available Commitment, the Purchase Period and the obligation of the Bank to make Liquidity Advances hereunder to purchase Eligible Bonds shall automatically terminate. (b) The Available Commitment, the Purchase Period and the obligation of the Bank to make Liquidity Advances hereunder to purchase Eligible Bonds shall automatically terminate on the date on which an Alternate Liquidity Facility has become effective pursuant to the Resolution; provided that this Agreement shall not terminate until the Bank has purchased any Bonds required to be purchased hereunder in response to a Notice of Bank Purchase submitted in connection with a mandatory tender to effect the provision of an Alternate Liquidity Facility. Section 2.04. Sale of Bank Bonds; Reinstatement. (a) Right To Sell Bank Bonds. The Bank expressly reserves the right to sell, at any time, Bank Bonds, subject, however, to the express terms of this Agreement and the Resolution. The Bank agrees promptly to notify the Trustee, the Tender Agent and the Remarketing Agent of any such sale (other than a sale made pursuant to Section 2.04(c)) and to notify the transferee that (i) such Bond is not an Eligible Bond so long as it remains a Bank Bond and (ii) there may not be a short-term investment rating assigned to such Bond so long as it remains a Bank Bond. Any Bank Bondholder shall be deemed to have agreed not to sell such Bank Bond to any Person except the Bank or an institutional investor or other Person which customarily purchases commercial paper or tax-exempt securities in large denominations or a Purchaser identified by the Remarketing Agent pursuant to Section 2.04(b). Each seller of a Bank Bond to any Person other than a Purchaser identified by the Remarketing Agent pursuant to Section 2.04(b) shall notify the Remarketing Agent, the Tender Agent and the Trustee of the identity of the new Bank Bondholder purchasing such Bank Bond and shall require such new Bank Bondholder to agree to sell such Bank Bonds as provided in the preceding sentence and to agree not to otherwise sell its Bank Bonds. (b) Purchase Notices. Prior to 11:00 a.m. on any Business Day on which any Bank Bondholder holds Bank Bonds, the Remarketing Agent may deliver a notice (a Purchase Notice) to such Bank Bondholder as registered on the bond register maintained by the Trustee and to the Bank, stating that it has located a purchaser (the Purchaser) for some or all of such Bank Bonds and that such Purchaser desires to purchase such Bank Bonds on a Business Day (a Sale Date) which shall be at least one Business Day after the date on which the Purchase Notice is received by the Bank Bondholder. The Bank Bonds to be purchased shall be in an Authorized Denomination and shall be sold at a price equal to the principal amount thereof plus unpaid accrued interest with respect thereto from and including the Purchase Date to but excluding the Sale Date at the interest rate then applicable to the Bonds (collectively, the Sale Price). Interest on Bank Bonds shall otherwise be payable as provided in Section 3.01.

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(c)

Sale of Bank Bonds.

(i) If a Bank Bondholder elects, at its sole option, to sell any Bank Bonds to any Purchaser, it shall give notice of such election to the Trustee, the Tender Agent and the Remarketing Agent at or before 4:00 p.m. on the Business Day preceding the Sale Date. If a Bank Bondholder elects, at its sole option, not to sell any Bank Bonds to any Purchaser, it shall give notice of such election to the Tender Agent at or before 4:00 p.m. on the Business Day preceding the Sale Date. In the event no such notice is timely delivered by a Bank Bondholder such Bank Bondholder shall be deemed to have elected to sell such Bank Bonds to a Purchaser. (ii) If a Bank Bondholder elects, or is deemed to have elected, to sell such Bank Bonds to a Purchaser on the Sale Date, subject to receipt by it of the funds set forth in this sentence, such Bank Bondholder shall cause the delivery of such Bank Bonds to the Tender Agent (or, if the Bank Bonds are Book Entry Bonds, by causing the beneficial ownership thereof to be credited to the account of the Remarketing Agent at the Securities Depository) by 10:00 a.m. (New York time) on the Sale Date against receipt of the Sale Price therefor in immediately available funds in the manner referred to in Section 2.08(a), or at such other Bank Bondholders address listed in the bond register maintained by the Trustee, as the case may be, and payment by the Authority to the Bank of the Differential Interest Amount and any Excess Interest Amount owing to the Bank (collectively with the Sale Price, the Bank Bond Sale Consideration); upon receipt by the Bank or such other Bank Bondholder of the Bank Bond Sale Consideration such Bonds shall thereupon no longer be considered Bank Bonds. When Bank Bonds are sold in accordance with this Section 2.04(c), the Tender Agent shall, upon receipt of such Bank Bonds and upon written confirmation from the Bank of its receipt of the Bank Bond Sale Consideration, notify the Authority, the Remarketing Agent and the Trustee that such Bonds are no longer Bank Bonds. Any sale of a Bank Bond pursuant to this Section 2.04 shall be without recourse to the seller and without representation or warranty of any kind. (iii) In the event that a Bank Bondholder fails to deliver its Bank Bonds as described in the preceding subclause, the Bank Bondholder shall be deemed to have so delivered its Bank Bonds and the Remarketing Agent shall deliver the Sale Price therefor and the Authority shall deliver the Differential Interest Amount and any Excess Interest Amount owing in connection therewith, in each case, to the Tender Agent to be held in trust, for the benefit of such Bank Bondholder pending the surrender of such Bank Bonds by such Bank Bondholder. Upon delivery of such Sale Price by the Remarketing Agent to the Tender Agent and the delivery of the Differential Interest Amount and any Excess Interest Amount by the Authority to the Tender Agent, in trust for the Bank Bondholder, such Bank Bond shall no longer constitute Bank Bonds. (iv) If a Bank Bondholder notifies the Tender Agent and the Remarketing Agent at or before 4:00 p.m. on the Business Day preceding the Sale

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Date that it will not sell its Bank Bonds, the Tender Agent shall notify the Trustee and such Bank Bondholder that as of the Sale Date such Bonds shall no longer be considered Bank Bonds and such Bonds shall thereafter be held under the Investor CUSIP Number. (d) Continuing Obligations. Following any sale of Bank Bonds pursuant to Section 2.04(c) or otherwise, or any election to retain Bonds pursuant to Section 2.04(c), the Bank and any other Bank Bondholder shall retain the right to receive payment from the Authority of all interest accrued with respect thereto as provided herein, in Article III hereof and in the Resolution. (e) No Warranty. Any sale of a Bank Bond pursuant to this Section 2.04 shall be without recourse to the seller and without representation or warranty of any kind by the Bank or any other Bank Bondholder. (f) Remedies. If an Event of Default shall have occurred, the Bank may, without notice, exercise all rights, privileges or options under this Agreement and the other Related Documents, upon such terms and conditions as it may determine, all without liability. The Authority shall be liable for the deficiency if the proceeds of any sale or other disposition of the Bank Bonds are insufficient to pay all amounts to which the Bank is entitled. Section 2.05. Rights of Bank Bondholders. Upon purchasing Bank Bonds, Bank Bondholders shall be entitled to and, where necessary, shall be deemed assigned all rights, privileges and security accorded Bondholders as provided in the Bonds and the Resolution other than the right to tender such Bond for purchase pursuant to the Resolution and have such Bond purchased with amounts advanced hereunder. Upon purchasing Bank Bonds and registration of such Bank Bonds in the name of or at the direction of the Bank, as provided herein, Bank Bondholders shall be recognized by the Authority, the Trustee, the Tender Agent and the Remarketing Agent as the true and lawful owners of the Bank Bonds, free from any claims, liens, security interests, equitable interests and other interests of the Authority, the Trustee, the Tender Agent or the Remarketing Agent except as otherwise provided herein and except as such interests might exist under the terms of the Bonds with respect to all Bondholders. Section 2.06. Fees. The Authority hereby agrees to pay to the Bank a facility fee, which shall be fully earned when due and nonrefundable when paid, with respect to the commitment of the Bank hereunder, at the rates per annum of the Available Commitment for the Bonds (collectively, the Facility Fee) based upon the Obligor Rating and the applicable Facility Fee for the Bonds, as described in the chart below. The Facility Fee shall be payable, without any requirement of notice or demand, in immediately available funds in arrears, commencing on the First Fee Payment Date (for the period from and including the Effective Date to the First Fee Payment Date) and thereafter payable quarterly in arrears on each Fee Payment Date. The Facility Fee shall be calculated on the basis of a year of 360 days and the actual number of days elapsed. The Facility Fee shall be increased to the per annum percentages of the Available Commitment for the Bonds, as described in the chart below if the Obligor Rating falls to the corresponding levels

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specified below. In the event that the Rating Agencies do not assign equivalent ratings to such debt obligations, the lowest rating assigned shall be used to calculate the Facility Fee. Moodys S&P 2008 E-2 AMT Bonds Facility Fee % % % % %

Aa1 or higher AA2 AA3 A1 A2 or lower

AA+ or higher AA AAA+ A or lower

Notwithstanding the foregoing, during the continuance of any Event of Default the applicable rates for the Facility Fee shall be increased to the sum of the highest rate for the Bonds ( %) plus percent ( %). In the event that this Agreement is terminated or the Available Commitment is reduced on or before the end of the Initial Period (such Initial Period being the period commencing on the Effective Date and ending on the date which is after the Effective Date), the Authority shall pay to the Bank on the date of termination or reduction date (either, the Termination Date) (i) all amounts then due and owing to the Bank and (ii) a termination fee equal to

(the fee under (ii), as applicable, the Termination Fee), which Termination Fee shall be fully earned when due and nonrefundable when paid. Notwithstanding the foregoing, no such Termination Fee will become payable if the Authority terminates this Agreement during the Initial Period if (1) the Banks short-term rating at the time of such termination has been reduced below A-1 by S&P, P1 by Moodys or F-1+ or (2) the termination is due to (A) a refinancing or refunding of the Bonds with bonds or other indebtedness which will not be supported by a credit facility or a liquidity facility or (B) a mandatory redemption of the Bonds pursuant to the terms of the Resolution and applicable federal tax law. Section 2.07. Change In Law. (a) If the Bank or any Participant shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty, regulation, policy, guideline, supervisory standard or directive of, or any change in the interpretation, implementation, or administration thereof by, any Governmental Authority (in each case, whether or not having the force of law), or compliance by the Bank or any Participant with any request by or directive of any Governmental Authority (in each case, whether or not having the force of law), including but not limited to any such law, rule, regulation, policy, guideline, standard, directive, interpretation or application implementing, invoking or in any way related to any provision (as now or hereafter amended) of the Dodd-Frank Wall

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Street Reform and Consumer Protection Act (or any other statute referred to therein or amended thereby) or any rules, guidelines, standards, policies, regulations, or directives promulgated by the Basel Committee on Banking Supervision or the Bank for International Settlements (BIS) (or any successor or similar organizations), shall (i) change the basis of taxation of payments to the Bank or such Participant of any amounts payable hereunder (except for taxes on the overall net income of the Bank or such Participant), (ii) impose, modify or deem applicable any reserve, liquidity, special deposit, insurance premium, fee, financial charge, monetary burden or similar requirement against entering into this Agreement or honoring draws under this Agreement, or complying with any term of this Agreement, or against assets held by, or deposits with or for the account of, the Bank or such Participant or (iii) impose on the Bank or such Participant any other condition, expense or cost regarding this Agreement, and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase the cost to the Bank or such Participant of entering into this Agreement or honoring draws under this Agreement or complying with any term of this Agreement or to reduce the amount of any sum received or receivable by the Bank or such Participant hereunder, then, upon demand by the Bank, the Authority shall pay to the Bank for its own account, or for the account of such Participant, as applicable, such additional amount or amounts as will compensate the Bank or such Participant for such increased costs or reductions in amount. (b) If the Bank or any Participant shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty, regulation, policy, guideline, supervisory standard or directive of, or any change in the interpretation, implementation, or administration thereof by, any Governmental Authority (in each case whether or not having the force of law), or compliance by the Bank or any Participant with any request by or directive of any Governmental Authority (in each case, whether or not having the force of law), including but not limited to any such law, rule, regulation, policy, guideline, standard, directive, interpretation or application implementing, invoking or in any way related to any provision (as now or hereafter amended) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (or any other statute referred to therein or amended thereby) or any rules, guidelines, standards, or directives promulgated by the Basel Committee on Banking Supervision or the Bank for International Settlements (BIS) (or any successor or similar organizations), shall impose, modify or deem applicable any capital (including but not limited to contingent capital) adequacy, reserve, insurance, liquidity or similar requirement (including, without limitation, a request or requirement that affects the manner in which the Bank or any Participant allocates capital resources or reserves to its commitments (including its obligations under letters of credit)) that either (i) affects or would affect the amount of capital or reserves to be maintained by the Bank or such Participant or (ii) reduces or would reduce the rate of return on the Banks or such Participants capital or reserves to a level below that which the Bank or such Participant could have achieved but for such circumstances (taking into consideration the policies of the Bank or such Participant with respect to capital adequacy or the maintenance of reserves) then, upon demand by the Bank, the Authority shall pay to the Bank for its own account, or for the account of such Participant, as applicable, such additional amount or amounts as will compensate the Bank or such Participant for such event. 24

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(c) All payments of amounts referred to in clauses (a) and (b) above shall be paid by the Authority to the Bank within five Business Days of such demand. A certificate as to such increased cost, increased capital or reserves or reduction in return incurred by the Bank or any Participant as a result of any event mentioned in clause (a) or (b) of this subsection setting forth, in reasonable detail, the basis for calculation and the amount of such calculation shall be submitted by the Bank to the Authority simultaneously with such demand for payment and shall be conclusive as to the amount thereof absent manifest error. In making the determinations contemplated by the above-referenced certificate, the Bank or Participant may make such reasonable estimates, assumptions, allocations and the like that the Bank or Participant in good faith determines to be appropriate. The obligations of the Authority under this Section shall survive the termination of this Agreement. Section 2.08. Computations; Payments. (a) Method of Payment. Except as may be otherwise provided herein, interest on amounts owed hereunder or with respect to Bank Bonds shall be computed on the basis of a year of 365/366 days and the actual number of days elapsed. Any payments received by the Bank later than 3:30 p.m. on any day shall be deemed to have been paid on the next succeeding Business Day. All payments by or on behalf of the Authority to the Bank hereunder shall be fully earned when due and nonrefundable when paid and made in lawful currency of the United States of America and in immediately available funds. All such payments, unless otherwise directed by the Bank in writing, and except as credited to the Bank Book-Entry Account by the Tender Agent via the book entry system of the Securities Depository in the case of Bank Bonds that are Book Entry Bonds, shall be made to the Banks account at Citibank, New York, ABA#: , Credit to Account No.: , Reference: Maine State Housing Authority, or such other account of the Bank as the Bank may specify in writing to the Authority and the Tender Agent. If any payment due hereunder is due on a day that is not a Business Day, then such amount shall be due on the next succeeding Business Day and such extension of time shall in such case be included in the computation of the payment due hereunder. (b) Application of Payments. Payments received by the Bank, whether upon prepayment, as regularly scheduled or upon acceleration, shall be applied, first, to any fees, costs, charges or expenses payable by the Authority under this Agreement; second, to past due interest; third, to current interest; and, fourth, to principal. Following the occurrence of an Event of Default, any payments received by the Bank hereunder shall be applied by the Bank to payment of the Liquidity Advances and corresponding Bank Bonds in such order as the Bank in its sole discretion shall determine. Section 2.09. Cure. The Authority agrees to pay to the Bank, on demand, any amounts advanced by or on behalf of the Bank, to the extent required to cure any Default. The Bank shall give the Authority reasonably prompt notice of any such advances. The Bank shall have the right, but not the obligation, to cure any such Default. Section 2.10. Maintenance of Accounts. The Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Authority

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and the amounts payable and paid from time to time hereunder. In any legal action or proceeding in respect of this Agreement, the entries made in such account or accounts shall be presumptive evidence of the existence and amounts of the obligations of the Authority therein recorded. The failure to record any such amount shall not, however, limit or otherwise affect the obligations of the Authority hereunder to repay all amounts owed hereunder, together with all interest accrued thereon as provided herein. Section 2.11. Costs, Expenses and Taxes. (a) The Authority agrees to pay on demand all costs and expenses incurred by the Bank and its legal counsel in connection with the preparation, negotiation, execution and delivery of this Agreement, the Related Documents and any other documents and certificates which may be delivered in connection with this Agreement and the other Related Documents, including, without limitation, the fees, expenses and disbursements of counsel for the Bank as provided in Section 9.03(a). In addition, the Authority shall pay or cause to be paid on demand, upon not less than ten (10) days prior written notice to the Authority, the necessary and reasonable out-of-pocket expenses and disbursements of the Bank and the necessary and reasonable fees, expenses and disbursements of counsel to the Bank in connection with (a) the administration of this Agreement including any waiver or consent under this Agreement or any Related Document or other document or certificate delivered in connection with the Transactions or any amendment or requested amendment hereof or thereof (whether or not the transactions contemplated thereby shall be consummated) or any Default or alleged Default hereunder, (b) the preparation, execution, delivery, administration and enforcement or preservation of rights in connection with a workout, refinancing, restructuring or waiver with respect to this Agreement, or any of the Related Documents and (c) the occurrence of an Event of Default and collection and other enforcement proceedings resulting therefrom. (b) All payments of principal, interest and any other sums to the Bank by or on behalf of the Authority hereunder shall be made in the amounts required hereunder without any reduction, deduction or setoff, notwithstanding the assertion of any right of recoupment or setoff or of any counterclaim by the Authority, and shall be made free and clear of, and without any withholding or deduction for, any and all taxes, levies, imposts, deductions, charges or withholdings imposed, including but not limited to as a result of a change in, law, rule, treaty, or regulation, or any policy, guideline, or directive of, or any change in the interpretation, implementation, or administration thereof by, any Governmental Authority, and all liabilities with respect thereto, excluding only taxes imposed on or measured by the net income or capital of the Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a connection between the Bank and such jurisdiction or political subdivision, other than a connection resulting solely from executing, delivering or performing its obligations or receiving a payment under, or enforcing, this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as Taxes). If the Authority is required by law to withhold or deduct any sum from payments required under this Agreement, the Authority shall, to the maximum extent permitted by Applicable Law, increase the amount paid by it to the Bank so that,

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after all withholdings and deductions, the amount received by the Bank shall equal the amount the Bank would have received without any such withholding or deduction. In addition, the Authority shall pay or cause to be paid on demand, upon not less than ten (10) days prior written notice to the Authority, any present or future stamp, recording, or Other Taxes and fees payable or determined to be payable under Applicable Law in connection with the execution, delivery, filing and recording of this Agreement, the Related Documents and such other documents and certificates and agrees to defend, indemnify and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any failure to pay, or any delay in paying, such taxes and fees. Section 2.12. CUSIP Numbers. The Authority shall at all times (i) cause Bonds which are not Bank Bonds to be assigned a CUSIP Number and (ii) cause Bank Bonds to be assigned the Bank Bond CUSIP Number. The Authority shall, in connection with the closing of this Agreement, cause, at the Authoritys expense a long-term rating to be assigned to the Bank Bonds bearing the Bank Bond CUSIP Number by at least one (1) Rating Agency which is providing a rating on the Bonds as of the Effective Date, which Bank Bond rating shall be equal to the long-term rating assigned to the Bonds which are not Bank Bonds. Section 2.13. Pledge. The Authority has irrevocably pledged under the terms of the Resolution the Pledged Receipts to and for the payment of the obligations of the Authority under the Resolution, including all Required Payments due under this Agreement. ARTICLE III PAYMENT AND REIMBURSEMENT OF LIQUIDITY ADVANCES AND BANK BONDS The Authority shall pay and reimburse the Bank for all Liquidity Advances and Bank Bonds and shall pay such other amounts as are set forth in this Article III and the other provisions of this Agreement, all on and subject to the terms and conditions of this Agreement: Section 3.01. Repayment of Liquidity Advances and Bank Bonds. The Authority agrees to repay to the Bank the full amount of each Liquidity Advance including the Interest Component and the Principal Component, payable without any requirement of notice or demand by the Bank, (x) in the case of the Interest Component, as prescribed in Section 3.01(e) and (y) in the case of the Principal Component, the Authority shall be deemed to have requested the Bank to extend a Term Amortization to the Authority on the terms set forth in Section 3.01(b) and the Authority shall be required to repay to the Bank the Principal Component of such Liquidity Advance and the amounts accruing in respect thereof in accordance with the further provisions of this Article III. (a) (i) The Authority shall pay to the Bank, without any requirement of notice or demand by the Bank, an amount equal to the Principal Component of the Liquidity Advance together with any accrued unpaid interest thereon,

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(A) on the earliest to occur of (1) the date the Bank Bonds purchased pursuant to such Liquidity Advance are (x) prepaid or paid, (y) defeased or (z) remarketed and sold or deemed sold by the Bank or other Bank Bondholder to a Purchaser pursuant to Section 2.04(c), (2) the date the interest rate on the Bonds is converted to a rate other than a Covered Rate, (3) the date of the delivery of an Alternate Liquidity Facility, (4) the date the Bonds are accelerated, (5) the Maturity Date and (6) a termination under Section 8.03(a) or (b) (each of the foregoing, a Required Repayment Date), and (B) during a Term Amortization, upon the first to occur of an Amortization End Date or a Required Repayment Date. (ii) The Authority may prepay the Principal Component of a Liquidity Advance at any time in Authorized Denominations. The Authority shall prepay the Principal Component of a Liquidity Advance upon any remarketing of Bank Bonds with such prepayment to be made in amounts equal to the principal amount of the Bank Bonds remarketed together with payment by the Authority of any remaining amount of Bank Bond Sale Consideration. (iii) Upon delivery to the Bank of any such payment or prepayment, the Bank shall apply such payment as provided in Section 2.08. To the extent of the principal payments actually received by the Bank in connection with the Bank Bonds and applied to principal under Section 2.08, such principal payments shall be credited to the payment of principal owed on the corresponding Liquidity Advance, and the Bank shall cause to be released (in accordance with Section 2.04(c)) a principal amount of Bank Bonds, if any, equal to the amount of the Principal Component of the Liquidity Advance repaid under this Section 3.01; provided, however, that if the prepayment is less than the minimum Authorized Denomination, Bank Bonds shall be released only at such time as prepayments accumulate to the minimum Authorized Denomination then available, and provided further that, prior to any release of Bank Bonds, the Authority shall have paid to the Bank any Differential Interest Amount and any Excess Interest Amount owing in respect of the Liquidity Advance pursuant to which such Bank Bonds were purchased. (b) Term Amortization and Required Mandatory Prepayment of Bank Bonds.

(i) The Bank shall extend a Term Amortization to the Authority on the Purchase Date and the Bank Bonds shall be subject to special mandatory prepayment, as provided in subpart (b)(ii). (ii) Pursuant to and in accordance with Section 206(a) of the Series Certificate, commencing on the first May 15 or November 15 after the Purchase Date (the Special Redemption Commencement Date), Bank Bonds are subject to redemption by the Authority from sums on deposit in or available to be transferred to the General Redemption Account of the Redemption Fund or by

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sinking fund installment or as a scheduled principal payment, in six (6) consecutive equal payments of principal (each a Special Redemption Installment Payment), commencing on the Special Redemption Commencement Date and then for each of the next five (5) semi-annual periods thereafter ending on May 15 or November 15 (each a Special Redemption Payment Date, and the last Special Redemption Date being the Amortization End Date). All principal and accrued interest with respect to the Bank Bonds are subject to redemption as provided hereunder and in accordance with Section 206 of the Series Certificate, subject to the availability of funds deposited in or transferred to the General Redemption Account of the Redemption Fund or by sinking fund installment or as a scheduled principal payment for redemption on or before each Special Redemption Payment Date. If, however, funds deposited in or transferred to the General Redemption Account of the Redemption Fund, together with sinking fund installments or scheduled principal payments, if any, are insufficient to make the Special Redemption Installment Payment on any Special Redemption Payment Date, the unpaid balance of such Special Redemption Installment Payment shall remain due and owing and shall be payable, together with Default Interest, on the next subsequent Special Redemption Payment Date together with the Special Redemption Installment Payment otherwise due on such date. If, however, funds deposited in or transferred to the General Redemption Account of the Redemption Fund, together with sinking fund installments or scheduled principal payments, if any, are insufficient to make the Special Redemption Installment Payment, including any unpaid balance and accrued interest from a prior Special Redemption Installment Payment, on any Special Redemption Payment Date, the parties acknowledge that the remaining unpaid balance shall carry forward to the next succeeding Special Redemption Payment Date and interest on Bank Bonds shall accrue at the Default Rate. The Bank shall not, however, as consequence of the insufficiency of funds deposited in or transferred to the General Redemption Account of the Redemption Fund which is necessary to pay each Special Redemption Installment Payment prior to the fifth Special Redemption Payment Date, be entitled to exercise remedies provided to or arising in favor of bondholders in the event of a default under the Resolution directly or through the Trustee, provided, that the foregoing restriction on the exercise of remedies shall in no way limit the Banks rights as a bondholder to all other rights, covenants, and privileges under the Resolution. (iii) Notwithstanding the provisions of Section 3.01(b)(ii), upon the occurrence of a Required Repayment Date, the Term Amortization shall be terminated and the entire unpaid principal amount of all Bank Bonds together with all Bank Bond Sale Consideration shall be due and payable as of such Required Repayment Date. (c) The Authority shall pay to the Bank interest on the Principal Component of each Liquidity Advance, such interest to accrue from the date of such Liquidity Advance until payment thereof in full, payable on each Interest Payment Date or, if earlier, the date on which all or a portion of such principal amount is paid or required to be paid, to the extent of such principal repayment, at a fluctuating interest rate per annum 29

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equal to the Bank Rate from time to time in effect, provided that (i) if any such amount is not paid when due and (ii) upon the occurrence and during the continuance of any Event of Default, amounts owed hereunder shall thereafter bear interest at the Default Rate. (d) Interest shall accrue in respect of the unpaid principal amount of each Bank Bond from and including the applicable Purchase Date at a rate per annum equal to the Bank Rate, subject to the provisions of Section 3.04 below, which interest shall be due and payable (i) on each Interest Payment Date, (ii) upon prepayment of such Bank Bond (to the extent of the interest accrued on the amount being prepaid), (iii) on each Sale Date (to the extent of the interest accrued on the amount being sold or deemed sold, as provided in Section 2.04(c)), (iv) on the date the Purchase Period is terminated pursuant to the terms hereof and (v) the date on which all or a portion of the principal amount of any such Bank Bond is paid or required to be paid, to the extent of such principal repayment. Interest actually received by the Bank on Bank Bonds shall be credited to the payment of interest owed with respect to the Principal Component of the related Liquidity Advance pursuant to Section 3.01(c). (e) The Authority shall pay to the Bank interest, which shall accrue at the Bank Rate, on the amount of the Interest Component of any Liquidity Advance from the date of such Liquidity Advance until repayment of the Interest Component to the Bank. An amount equal to the Interest Component of any Liquidity Advance (together with all interest accrued thereon) shall be due and payable by the Authority to the Bank, on the earliest of (i) the Interest Payment Date next succeeding the Purchase Date, (ii) any Required Repayment Date or (iii) the last day of the Purchase Period. Alternatively, the Bank may, in its sole discretion, require the Authority to pay the amount of such Interest Component (together with interest thereon) to the Bank not later than the second Business Day next following the date on which written notice from the Bank of such requirement and the amount thereof is received by the Authority. (f) Each Notice of Bank Purchase delivered pursuant to clause (b) of Section 4.02 shall constitute a representation and warranty by the Authority on the applicable Purchase Date that (i) the conditions described in clauses (a) and (b) of Section 4.02 have been satisfied on such Purchase Date and (ii) the representations and warranties made by the Authority in this Agreement and in any certificate or document delivered in connection with this Agreement are accurate and complete on and as of such Purchase Date, as if made on and as of such Purchase Date. Section 3.02. Independent Obligation. The Authoritys obligation hereunder to repay to the Bank the full amount of each Liquidity Advance in accordance with the terms hereof, including interest on the Principal Component thereof at the Bank Rate, constitutes a contractual obligation separate and independent of any Bank Bond. The Bank Bonds are payable from and secured under the Resolution from the Trust Estate on a parity with the other Parity Bonds. No remarketing, transfer or impairment of any Bank Bond prior to repayment in full of the Liquidity Advance with respect thereto, together with interest thereon at the Bank Rate (including any Bank Bond Sale Consideration), shall impair or modify the obligations of the Authority under the provisions of this Article III with respect to the repayment of the Liquidity Advance, which provisions shall continue to apply to

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such obligations of the Authority until all sums owing with respect to the Liquidity Advance are indefeasibly paid in full to the Bank. Section 3.03. Default Rate. Subject to the terms of Section 3.01 hereof, the Authority agrees to pay the Bank interest at the Default Rate during the occurrence and continuance of an Event of Default on any and all amounts owed by the Authority under this Agreement (computed on the basis of a year of 365/366 days and the actual number of days elapsed). The obligations of the Authority under this Section 3.03 shall survive the termination of this Agreement. Section 3.04. Certain Provisions Concerning Payment of Interest Amounts. The amount of interest required to be paid on any date under this Article III or any other provision of this Agreement shall be due and payable by the Authority on such date at the Bank Rate, including when the Bank Rate exceeds the Maximum Bond Rate, in accordance with the following provisions: (a) Interest at the Bank Rate is due and payable by the Authority to the Bank hereunder on each Interest Payment Date as a contractual obligation in respect of the Liquidity Advances made by the Bank hereunder. (b) To the extent that interest hereunder is due and payable in respect of Bank Bonds, such interest shall be paid in accordance with the terms of the Bonds and Section 3.01(d) and shall be credited against the Authoritys repayment obligations in accordance with the terms of Section 3.01(c). (c) To the extent that at any time (1) interest accrues hereunder in respect of Bank Bonds and (2) the Bank Rate is in excess of the Maximum Bond Rate, then the Bank Rate shall be capped at the Maximum Bond Rate and all interest paid in respect of the Bank Bonds shall be applied to satisfy pro tanto the Authoritys contractual obligation described under Section 3.01(c). (d) (i) If the amount of interest required to be paid on any Interest Payment Date calculated in accordance with the terms hereof (together with any fees, charges, and other amounts which are treated as interest on amounts advanced hereunder or on the Bank Bonds under Applicable Law (collectively, the Charges)) exceeds the amount of interest that would have been payable for the applicable period had interest for such period been calculated at the Maximum Bank Interest Rate, then the required interest for such period (together with any Charges payable with respect thereto) shall be payable in an amount of interest calculated on the basis of the Maximum Bank Interest Rate. (ii) Any interest or Charges that would have been due and payable under any provision hereof but for the operation of subparagraph (d)(i) immediately above, shall accrue and be payable as provided in this subparagraph (d)(ii) and shall constitute, less interest actually paid to the Bank on such Interest Payment Date, the Excess Interest Amount. If there is any
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accrued and unpaid Excess Interest Amount as of any Interest Payment Date, then, on the current and each subsequent Interest Payment Date, interest shall be paid at the Maximum Bank Interest Rate rather than the otherwise applicable rate until the earlier of (x) payment to the Bank of the entire accrued Excess Interest Amount or (y) the date on which no principal amount hereunder remains unpaid. (e) Notwithstanding the foregoing and to the extent not required to be paid earlier in accordance with the terms hereof, all unpaid Excess Interest Amount shall be, to the fullest extent permitted by Applicable Law, due and payable by the Authority as a fee on the first to occur of (i) the date on which no principal amount hereunder remains unpaid, (ii) the Amortization End Date and (iii) a Required Repayment Date. ARTICLE IV CONDITIONS PRECEDENT TO EFFECTIVENESS Section 4.01. Conditions Precedent to Effectiveness. This Agreement shall become effective on the date (the Effective Date) when the Bank shall have received each of the following, in form and substance satisfactory to the Bank and its counsel. (a) The Related Documents, in form and substance satisfactory to the Bank, shall have been duly executed and delivered by each of the respective parties thereto, shall be in full force and effect on and as of the Effective Date and executed original of this Agreement and executed copies, certified on the Effective Date by the Issuer, of the Related Documents delivered prior to the Effective Date shall have been delivered to the Bank. (b) All conditions to the acceptance of this Agreement under the Resolution shall have been satisfied. (c) The Bank shall have received (i) an incumbency certificate of the Deputy Director of the Authority certifying as to the name and true signature of the Authorized Officer(s) authorized to execute this Agreement, the other Related Documents and any other document or certificate to be delivered by the Authority hereunder or under the other Related Documents and (ii) a certified copy of the Bylaws of the Authority. (d) (i) The Authority shall have duly adopted the Resolution authorizing the issuance and delivery of the Bonds, the delivery of the Official Statement and the execution, delivery and performance by the Authority of this Agreement, and each of the other Related Documents to which the Authority is a party and approving each such Related Document and the transactions contemplated hereby and thereby and (ii) the Bank shall have received a certificate of the Authority, in form and substance satisfactory to the Bank, executed by the Authorized Officer and dated the Effective Date, (A) to the effect that all actions required to be taken by, and all resolutions required to be adopted under Applicable Law by the Authority in connection with the authorization of the Official Statement and the execution, delivery and performance of and under the Related Documents have been done and adopted and (B) attaching a copy of the Resolution

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certified by an Authorized Officer as (x) being in full force and effect on the Effective Date, (y) not having been amended or supplemented through the Effective Date, and (z) being the only resolution adopted by the Authority relating to the issuance and remarketing of the Bonds, the delivery of the Official Statement and the execution, delivery and performance by the Authority of this Agreement and each of the other Related Documents to which the Authority is a party or the transactions contemplated hereby and thereby. (e) Opinions. The Bank shall have received:

(i) the opinion of bond counsel addressed to the Authority dated the Effective Date and in form and substance acceptable to the Bank, to the effect that the execution and delivery of this Agreement will not adversely affect the tax-exempt status of the Bonds, together with a letter addressed to the Bank stating that the Bank is entitled to rely on such opinion as though addressed to it, and a letter from bond counsel addressed to the Bank entitling the Bank to rely on bond counsels approving opinion delivered on April 22, 2008, which speaks only as of its date, and a copy of such approving opinion; and (ii) an opinion of bond counsel to the Authority, addressed to the Bank, dated the Effective Date and in form and substance acceptable to the Bank, opining (A) as to the due authorization, execution and delivery of this Agreement, and the other Related Documents to which the Authority is a party and (B) assuming due authorization, execution and delivery by the other parties thereto, that this Agreement and the other Related Documents to which the Authority is a party constitute binding agreements, enforceable in accordance with their respective terms (subject, as to enforceability, to applicable bankruptcy, moratorium, insolvency or similar laws affecting the rights of creditors generally and to general principles of equity). (f) No Default, Etc. The Bank shall be satisfied that the following statements are true and correct on and as of the Effective Date and the Bank shall have received a certificate signed by an Authorized Officer and dated the Effective Date: (i) stating that the representations and warranties contained (or incorporated by reference) in Article V hereof are true and correct, in all material respects, on and as of the Effective Date, as though made on and as of such date; (ii) stating that no Material Adverse Change has occurred since December 31, 2011; (iii) stating that no Default or Event of Default has occurred and is continuing or would result from the issuance of the Bonds or the execution, delivery and performance by the Authority of this Agreement or any of the other Related Document to which the Authority is a party; and (iv) all conditions set forth in this Section 4.01 have been satisfied by the Authority. (g) Governmental Approvals; Financial Statements. The Bank shall have received originals or certified copies of (i) the record of proceedings relating to the Bonds which include all approvals, authorizations, permits, licenses, or consents of, or notices to or filings or registrations with, any Governmental Authority required for the Authority to execute, deliver or perform this Agreement and any of the other Related Documents to

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which the Authority is a party and (ii) audited financial statements of the Authority for the Fiscal Years concluding on the 31st day of December, 2008, 2009 and 2010, respectively. (h) Statement of Investment Policy; Miscellaneous. The Bank shall have received (i) a copy of the Statement of Investment Policy of the Authority, as in effect as of the Effective Date; and (ii) such other agreements, documents, instruments, certificates (and, if requested by the Bank, certified duplicates of executed copies thereof) and opinions as the Bank may reasonably request. (i) Fees, Etc. The Bank shall have received payment on or prior to the Effective Date of the fees and expenses of the Bank (including attorneys fees and expenses described in Section 2.05) and any other fees payable on the Effective Date under the provisions hereof. (j) Ratings. The Bank shall have received satisfactory evidence that the Bonds shall have been assigned a long-term rating of at least A1 and a short-term rating of at least P-1 by Moodys and a long-term rating of at least A+ and a shortterm rating of at least A-1 by S&P after giving effect to this Agreement. (k) CUSIP and DTC. The Bank shall have received written evidence satisfactory to the Bank that the Bank Bond CUSIP Number has been obtained from Standard & Poors CUSIP Service for the Bonds and that the Bonds are eligible for inclusion in DTCs FAST automated transfer program (FAST Eligible Bonds). (l) Other Documents. The Bank shall have received such other documents, certificates, approvals, filings, and opinions as the Bank shall have reasonably requested. (m) Legality. The Bank shall have determined (in its sole discretion) that (i) the consummation by the Authority, by the Bank and by any other Person of any of the transactions contemplated by the Resolution, the Bonds, this Agreement and each other Related Document will not violate any Applicable Law and (ii) all legal requirements provided herein or by law incident to the execution, delivery and performance of the Resolution, the Bonds, this Agreement and the other Related Documents and the transactions contemplated hereby and thereby, shall have been satisfied. (n) Trustees Documents. The Bank shall have received a certificate from the Trustee and the Tender Agent to the effect: (i) that the execution and delivery of this Agreement and the other Related Documents and the performance of the Trustees obligations thereunder have been duly authorized pursuant to its Charter, Articles of Association and By laws, which are in full force and effect; (ii) attaching such Bylaws and a summary of such Articles of Association; (iii) that this Agreement and the other Related Documents are enforceable against the Trustee and the Tender Agent in accordance with their terms (except as may be limited by bankruptcy, insolvency or other laws affecting creditor rights); and (iv) as to the authority, incumbency and specimen signatures of the authorized representatives of the Trustee and Tender Agent authorized to sign this Agreement and any other documents to be delivered by them hereunder and

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who will be authorized to represent the Trustee and Tender Agent in connection with this Agreement, upon which the Bank may rely until it receives a new certificate. (o) Previously Issued Bonds. The Bank shall have received a certified copy of the transcript prepared in connection with the issuance and delivery of the Bonds. Section 4.02. Conditions Precedent to Banks Obligation to Purchase Eligible Bonds. The obligation of the Bank to purchase Eligible Bonds hereunder on any Purchase Date is subject to the satisfaction of the following conditions, unless waived in writing by the Bank: (a) and (b) The Bank shall have received a Notice of Bank Purchase during the Purchase Period in the manner described in Section 2.02. Each notification delivered pursuant to clause (b) of this Section 4.02 shall constitute a representation and warranty by the Authority on the applicable Purchase Date that the conditions described in clauses (a) and (b) of this Section 4.02 have been satisfied on such Purchase Date. ARTICLE V REPRESENTATION AND WARRANTIES To induce the Bank to enter into and perform this Agreement, the Authority makes the following representations and warranties to, and agreements with the Bank as of the Effective Date and as of each date on which the Bank honors a Notice of Bank Purchase (which representations, warranties and agreements shall survive the execution and delivery of this Agreement and any purchase of Bonds by the Bank): Section 5.01. Due Organization; Power and Authority. The Authority is a public body corporate and politic and instrumentality of the State organized and existing under the laws of the State with the powers and authority, among others, set forth in the Act, including all requisite power and authority to deliver the Official Statement and to execute and deliver the Related Documents to which the Authority is a party, and to perform the obligations under the Related Documents to which the Authority is a party, including the power and authority to issue and deliver the Bonds. Section 5.02. Authorization and Validity of Agreement, Related Documents and Borrowing. The execution, delivery and performance by the Authority of this Agreement and the other Related Documents to which it is a party, the delivery of the Official Statement and the issuance and delivery of the Bonds at the direction of the Authority have been duly authorized by all necessary action of the governing body of the Authority. Each of this Agreement and the Related Documents (other than the Bonds) to which the Authority is a party constitutes a legal, valid and binding obligation of the Authority, enforceable against the Authority in accordance with its terms, except as such enforceability may be limited by applicable reorganization, insolvency, liquidation, 35 No Immediate Termination Event shall have occurred and be continuing;

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readjustment of debt, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Bond (including each Bank Bond) when issued, and as authenticated and delivered by the Trustee against payment therefor, will have been duly issued, authenticated and delivered under the Act and in conformity with the Resolution and will constitute the legal, valid and binding obligations of the Authority enforceable in accordance with their terms, and will be entitled to the benefits of the Resolution. The obligation of the Authority to make debt service payments on the Parity Debt from the Trust Estate created under the Resolution is absolute and unconditional. Section 5.03. Compliance of Agreement, Related Documents with Applicable Law, Organizational Documents, Etc. The execution, delivery and performance of this Agreement and each of the other Related Documents in accordance with its and their respective terms, the assignment and pledge of the Trust Estate and the consummation of the Transactions do not and will not (a) contravene or conflict with the Authority's charter, by-laws or other organizational documents or with any provision of the Act, (b) require any consent or approval of any creditor of the Authority, (c) violate any Applicable Law (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System, or any successor regulations), (d) conflict with, result in a breach of or constitute a default under any Contract to which the Authority is a party or by which any of its properties or assets may be bound or (e) result in or require the creation or imposition of any charge, pledge, security interest, encumbrance or other Lien upon or with respect to any property now owned or hereafter acquired by the Authority except such liens created by the Resolution. Section 5.04. Governmental Approvals. All authorizations, consents, and other Governmental Approvals necessary for the Authority to enter into this Agreement and the other Related Documents and perform the transactions contemplated hereby and thereby have been obtained and remain in full force and effect and are subject to no further administrative or judicial review. No other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Authority of this Agreement or the due execution, delivery or performance by the Authority of the Related Documents to which it is a party. Section 5.05. Compliance with Law. The Authority is in compliance with all Applicable Law, including all Governmental Approvals, except for noncompliance that, singly or in the aggregate, has not had and will not have a Material Adverse Effect or have an adverse effect on the Authoritys ability to perform its obligations under this Agreement and under the other Related Documents. The Authority has not received any complaint or other notice alleging a violation of or failure to comply with, any judgment, order, writ, injunction or decree of any Governmental Authority applicable to the Authority, or any statute, law, rule or regulation applicable to the Authority the effect of which may have a Material Adverse Effect or have an adverse effect on the Authoritys ability to perform its obligations under this Agreement and under the other Related Documents.

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Section 5.06. Litigation. There are no actions, suits, proceedings, inquiries or investigations pending nor, to the best knowledge of the Authority after due inquiry, are there any actions, suits, proceedings, inquiries or investigations threatened against the Authority or any property of the Authority in any court or before any arbitrator of any kind or before or by any other Governmental Authority, (i) wherein an unfavorable decision, ruling or finding could have a Material Adverse Effect, (ii) which seek to restrain or enjoin any of the Transactions, or (iii) which may adversely affect (A) the status of the Authority as a public body corporate and politic and instrumentality of the State organized and validly existing under the laws of the State, (B) the exclusion of interest on the Bonds from gross income for federal income tax purposes, (C) the validity, binding effect and perfection of the pledge of and lien on the Trust Estate or (D) the ability of the Authority to perform its obligations under this Agreement, the Resolution or any other Related Document (any such action or proceeding being herein referred to as Material Litigation). Section 5.07. Absence of Defaults and Events of Default. (a) No Default or Event of Default has occurred and is continuing.

(b) No defaults by the Authority exist under any Contract, except for defaults that, singly or in the aggregate, have not had and will not have (i) a Material Adverse Effect, or (ii) an adverse effect on the validity or enforceability of this Agreement or any of the other Related Documents or on the Authoritys ability to perform under this Agreement or any of the other Related Documents. The Authority is not in breach of any financial covenant or any other material provision of any Contract entered into in connection with any Debt. Section 5.08. Financial Statements. The balance sheet of the Authority as of December 31, 2011 and the related statement of revenues and expenses and changes in financial position for the years then ended and the auditors reports with respect thereto and the balance sheets of the Authority as of December 31, 2011 and the related statements of revenues and expenses and change in financial position for the period then ended, copies of which have heretofore been furnished to the Bank, are complete and correctly and fairly present the financial condition, changes in financial position and results of operations of the Authority at such dates and for such periods, and were prepared in accordance with GAAP consistently applied, except as stated in the notes thereto. Since December 31, 2011 there has been no Material Adverse Change nor any increase in the Authoritys Parity Debt which has not been disclosed in writing to the Bank. The Authority has no material contingent liabilities or other material contracts or commitments payable from the Trust Estate which are not reflected in such financial statements, or in the notes thereto. Section 5.09. Accuracy and Completeness of Information. All information, reports and other papers and data furnished by the Authority to the Bank were, at the time the same were so furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter and were provided in expectation of the Bank's reliance thereon entering into this Agreement.

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No fact is known to the Authority which has had or, so far as the Authority can now reasonably foresee, may in the future have a Material Adverse Effect, which has not been set forth in the financial statements referred to in Section 5.10 or in such other information, reports or other data disclosed in writing to the Bank prior to the Effective Date. Any financial, budget and other projections furnished to the Bank by the Authority or its agents were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of the conditions existing at the time of delivery of such financial, budget or other projections, and represented, and as of the date of this representation, represent the Authoritys best estimate of its future financial performance. No document furnished nor any representation, warranty or other written statement made to the Bank in connection with the negotiation, preparation or execution of this Agreement or the Related Documents contains or will contain any untrue statement of a material fact or omits or will omit (as of the date made or furnished) to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were or will be made, not misleading. Section 5.10. Official Statement. Except for the Bank Disclosure, as to which no representation is made, the Official Statement is, and any supplement or amendment thereto shall be, accurate in all material respects for the purposes for which its use is, was or shall be, authorized; and except for the Bank Disclosure, as to which no representation is made, the Official Statement does not, and any such supplement or amendment shall not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they are or were made, not misleading. Section 5.11. Sovereign Immunity. Under the laws of the State, the Authority and its property is not exempt or immune from, and hereby irrevocably waives any exemption or immunity from, whether on the basis of sovereign immunity or any similar legal or equitable principle, doctrine or rule of law and whether now or at any time hereafter arising, (a) jurisdiction, (b) liability, suit or other legal or equitable remedy for the amounts due and payable under the Bonds, this Agreement or any of the other Related Documents or the performance of any of its other obligations hereunder or thereunder, and (c) enforcement of any judgment, order or decree to which it or its assets or property may be made subject. Section 5.12. Incorporation of Representations and Warranties. The Authority hereby makes to the Bank the same representations and warranties made by the Authority in each Related Document to which it is a party, which representations and warranties, together with the related definitions of terms contained therein, are incorporated herein by this reference with the same effect as if each and every such representation and warranty and definition were set forth herein in its entirety. No amendment to or waiver of such representations, warranties or definitions made pursuant to the relevant Related Document shall be effective to amend such representations and warranties and definitions as incorporated by reference herein without the prior written consent of the Bank. Section 5.13. Insurance. Reserved.

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Section 5.14. Bonds; Bank Bonds. Each Bond (including all Bank Bonds) has been or will be duly and validly issued under the Resolution and entitled to the benefits thereof. The Bank Bonds will be transferred to the Bank or its nominee, free and clear of any pledge, security interest, claim or other Lien of any Person. Section 5.15. Employee Benefit Plan Compliance. The Authority has no funding deficiency with respect to any employee benefit plan and is otherwise in compliance with terms of any such plan in which the Authority or any of its employees participate in. Neither the Authority nor any employee benefit plan maintained by the Authority is subject to ERISA. Section 5.16. Interest. None of the Related Documents to which the Authority is a party or the Bonds provide for any payments that would violate any Applicable Law regarding permissible maximum rates of interest or the calculation or collection of interest upon interest. In particular, and not in limitation of the foregoing, under the laws of the State, the obligation of the Authority under this Agreement and under any Bonds which are Bank Bonds to pay interest at the Bank Rate is a valid, binding and enforceable contractual obligation, which the Bank is entitled to enforce and collect in accordance with the laws of the State. Section 5.17. Investment Company Act. The Authority 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 (15 U.S.C. 80a-1 et seq.), as amended. Section 5.18. Federal Reserve Board Regulations. The Authority is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. The Authority will not use any part of the proceeds of the Bonds or the funds advanced hereunder and have not incurred any Debt to be reduced, retired or purchased by the Authority out of such proceeds, for the purpose of purchasing or carrying any Margin Stock, and the Authority does not own and will not acquire any such Margin Stock. Section 5.19. No Proposed Legal Changes. There is no amendment, or to the best knowledge of the Authority, proposed amendment to the Constitution of the State or any State law or any published administrative interpretation of the Constitution of the State or any State law, or any proposition or referendum (or proposed proposition or referendum) or other ballot initiative or any legislation that has passed either house of the legislature of the State, or any published judicial decision interpreting any of the foregoing, the effect of which could reasonably be expected to affect adversely (a) the remarketing of, or security for, any of the Bonds, (b) the rights or remedies of the Bank or of any Holder of the Bonds, or (c) the Authoritys existence or its power or ability to perform its obligations hereunder or under any of the other Related Documents including without limitation the Authoritys ability to repay when due its obligations under this Agreement and the Bonds. Section 5.20. Reserved. Section 5.21. Anti-Terrorism Representation.

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(a) The Authority is not in violation of any laws relating to terrorism or money laundering (Anti-Terrorism Laws), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the Executive Order), and the USA Patriot Act, Title III of Pub. L. 107-56, 115 Stat. 272 (the Patriot Act); (b) The Authority is not any of the following:

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) 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; (iii) a Person with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports terrorism as defined in the Executive Order; or (v) 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; (c) The Authority does not (i) conduct 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 (b)(ii) above, (ii) deal in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or (iii) engage in or conspire 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. Section 5.22. Valid Lien. The Authoritys irrevocable pledge and assignment of the Pledged Receipts to and for the payment of its obligations under the Resolution including the Required Payments and its irrevocable pledge and assignment of the Trust Estate under the Resolution to and for the payment of the Bonds, in each case, as authorized under and in accordance with the Act: (i) is valid and binding and all Pledged Receipts now or hereafter received by the Authority are subject to the lien thereof; (ii) requires no act, instrument, approval, filing, registration, recording or publication of the Resolution or any other instrument nor any prior separation or physical delivery of the Trust Estate or notice to any Person to validly establish the pledge provided for under the Resolution or to create, attach, perfect, protect or maintain the lien and security interest created thereby on and in the Trust Estate to secure the Bonds and the Required Payments; and (iii) does not require any act of appropriation for the application thereof to the purposes for which pledged.

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Section 5.23. Obligations; Other Debt. All obligations of the Authority under or in connection with this Agreement, the Bonds (including the Bank Bonds) and the other Related Documents, other than the Facility Fee and the charges, costs, fees and expenses as described in items (c) and (e) of the definition of Required Payments (which are payable as Operating Costs under the Resolution), are on a parity with the other Parity Debt issued under the Resolution, are secured by a valid first lien on, pledge of and security interest in the and Trust Estate and are not subordinate to any payment secured by a lien on the Trust Estate or any other claim, and are prior as against all Persons having claims of any kind in tort, contract or otherwise, whether or not such Persons have notice of the lien established by the Resolution. As of the Effective Date, the Authority has not incurred, issued, created or assumed any Debt payable from or secured by the Trust Estate or any portion thereof which is senior in right of payment or security to any of its obligations under the Bonds, this Agreement or any of the other Related Documents. Section 5.24. Resolution a Contract. The provisions of the Resolution constitute a contract between the Authority and the Trustee, for the benefit of the Holders, and between the Authority and the Bank as provider of the Alternate Liquidity Facility, and any such Holder or the Bank, as a provider of the Alternate Liquidity Facility, subject to the provisions of the Resolution and the Bonds, may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by the Authority under this Agreement and the other Related Documents. ARTICLE VI COVENANTS During the Purchase Period and so long as any obligation is owed to the Bank hereunder, the Authority covenants and agrees as follows, unless the Bank shall otherwise consent in writing: Section 6.01. Compliance With Laws and Regulations. The Authority shall comply with all Applicable Laws, including Environmental Laws, to which it or its property may be subject; provided, however, that the Authority may contest the validity or application thereof and appeal or otherwise seek relief therefrom, so long as the Authority continues to perform all of its obligations hereunder and under the Related Documents and provided such acts do not affect the Authoritys power and authority to execute this Agreement and the Related Documents to which it is a party or to perform its obligations and pay all amounts payable by it hereunder and thereunder, or otherwise result in a Default or Event of Default hereunder or under any of the other Related Documents. Section 6.02. Reporting Requirements. The Authority shall keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to the affairs, operations, transactions and activities of the Authority in accordance with GAAP consistently applied. The Authority shall furnish to the Bank two copies of each of the following:

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(a) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each Fiscal Year of the Authority, (i) the complete audited financial statements of the Authority including the balance sheet as of the end of such Fiscal Year and the related statements of revenues, expenses and cash flows and changes in fund balance for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year, all in reasonable detail and as certified to by the Authoritys independent certified auditors as having been prepared in accordance with GAAP, consistently applied, such audit having been conducted in accordance with generally accepted auditing standards and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. (b) Quarterly Financial Statements. To the extent that unaudited financial statements of the Authority for each of the first three quarters of each Fiscal Year are prepared by the Authority, as soon as available, and in any event within 60 days after each such quarter, the unaudited complete financial statements of the Authority including the balance sheet as of the end of such quarter and a statement of income and expenses, all in reasonable detail and certified, subject to year end adjustment, by the Authorized Officer of the Authority. (c) Certificate of Compliance. Simultaneously with the delivery of each set of financial statements referred to in (a) above, a certificate signed by the Authorized Officer of the Authority stating (i) that under his/her supervision the Authority has made a review of its activities during the preceding annual period for the purpose of determining whether or not the Authority has complied with all of the terms, provisions and conditions of this Agreement and the other Related Documents and (ii) that to the best of his/her knowledge the Authority is not in Default in the performance or observance of any of the terms, covenants, provisions or conditions of this Agreement or any of the other Related Documents, or if the Authority shall be in Default, such certificate shall specify each such Default, the nature and status thereof and any remedial steps taken or proposed to correct each such Default and (iii) whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.09 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate. (d) Auditors. Concurrently with any delivery of financial statements under clause (a) above, a copy of any management letter or audit report provided to the Authority by such auditors. (e) Other Reports. Promptly upon request by the Bank, copies of any financial statement or report furnished to any other holder of any Parity Debt pursuant to the terms of any Contract and not otherwise required to be furnished to the Bank pursuant to any other clause of this Section 6.02. (f) Budget. As near as practicable to the beginning of each Fiscal Year, an annual budget of the Authority for such upcoming Fiscal Year.

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(g) Material Event Notices. Immediately following any dissemination, distribution or provision thereof to any Person, a copy of any Material Event Notice disseminated, distributed or provided in satisfaction of or as may be required by the provisions of Rule 15c2 12 promulgated pursuant to the Securities Exchange Act of 1934, as amended (17 C.F.R. Sec. 240 15c2 12), or any successor or similar legal requirement. (h) NRMSR Filings. Copies of all filings made by the Authority with any Nationally Recognized Municipal Securities Information Repository (including the Municipal Securities Rulemaking Boards Electronic Market Access System (EMMA)) promptly after such filings are made. (i) Other Information. Such other information respecting the business, properties or the condition or operations, financial or otherwise, of the Authority as the Bank may from time to time reasonably request. Section 6.03. Notices. (a) Notice of Default. The Authority shall provide to the Bank immediate notice by telephone, promptly confirmed in writing, of any Default or Event of Default or any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) Litigation and other Notices. The Authority shall provide to the Bank in writing, promptly upon learning thereof, notice of (i) any Material Litigation and any other action, suit, proceeding, inquiry or investigation that is commenced or threatened (A) against the Authority and that seeks damages in excess of $1,000,000, (B) which seeks injunctive relief, (C) which is asserted or instituted against any Pension Plan, its fiduciaries or its assets or against the Authority in connection with any Pension Plan, (D) which alleges criminal misconduct by the Authority or any officer, employee or agent of the Authority, or (E) which alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Liabilities that singly or in the aggregate could reasonably be expected to exceed $1,000,000; and (ii) (A) any criminal investigation or proceeding by a Governmental Authority involving the Authority or any officer or managerial employee of the Authority; (B) written notice of a communication from any labor union of an intent to strike the Authority at a future date with such notice to include a description of the action or actions that the Authority proposes to take with respect thereto; (C) the proposal of a bill or other legislation or the filing of any initiative or referendum which challenges the validity or enforceability of any of the Related Documents, the Act, the Act, or otherwise could annul, amend, modify or replace the Act or the Act or which could lead to a diminution or reallocation of the Pledged Receipts or any portion thereof; and (D) any material development in any legal proceeding or other action affecting the Authority which

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the Authority has, or should have, provided notice of to the Bank pursuant to clause (i) of this Section 6.03(c). (c) Certain Notices under or in connection with the Related Documents. The Authority shall furnish to the Bank a copy of any notice, certification, demand or other writing or communication given by the Remarketing Agent, the Trustee or the Tender Agent to the Authority or by the Authority to the Remarketing Agent, the Trustee or the Tender Agent under or in connection with any of the Related Documents, in each case promptly after the receipt or giving of the same. (d) Amendments. Promptly after the adoption thereof, copies of any amendments of or supplements to any of the Related Documents. (e) Resolution Information. Copies of all notices, certificates, opinions and other reports or documents required to be filed pursuant to the Resolution. (f) S&P & Moodys. Promptly after S&P or Moodys shall have announced a change in an Obligor Rating, written notice of such rating change. (g) Governmental Authority Filings. Copies of any reports and other materials that are material to the overall financial position of the Authority under the Resolution and that are filed or delivered by the Authority to or with any Governmental Authority which has jurisdiction over the financial affairs of the Authority, which is a creditor of the Authority, or which issues debt on behalf of the Authority. (h) Legislation or Proposed Legislation. Copies of (i) any amendments or modifications to the Act and (ii) any other legislation of which the Authority has knowledge which could reasonably be expected to adversely impact the Pledged Receipts, the Authoritys ability to perform its obligations under the Related Documents or the pledge of the Trust Estate to payments on the Bonds and the Required Payments. (i) Notices of Dispute. The Authority shall promptly give written notice to the Bank of any material dispute which may exist between the Authority and any of the Remarketing Agent, the Trustee, or the Tender Agent or any dispute in connection with any transaction contemplated under this Agreement or any Related Document. (j) Change in Fiscal Year. The Authority shall promptly give written notice to the Bank of any change in its Fiscal Year. Section 6.04. Further Assurances. The Authority will from time to time promptly execute and deliver to the Bank (or as directed by the Bank) all further financing statements, amendments, confirmation statements and will register, record and file and reregister, re-record and re-file all such documents and instruments, at such time or times, in such manner and at such place or places, and shall take any and all other actions as may be necessary or reasonably required by the Bank to enable the Bank to (i) perfect and protect, any lien, pledge or security interest or other right or interest given, or purported to be given to the Trustee, the Bank or any other Person under or in connection with the Resolution, this Agreement or the Related Documents or (ii) exercise and enforce its rights under this 44

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Agreement and its rights and the rights of the Holders of the Bonds, as and in the manner provided in the Resolution. Except to the extent it is exempt therefrom, the Authority will pay or cause to be paid all filing, registration and recording fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution and acknowledgment of such instruments of further assurance, and all federal or state fees and other similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of such instruments of further assurance. Section 6.05. Right of Entry; Communication with Accountant. The Authority shall permit the agents or representatives of the Bank during normal business hours and upon reasonable notice to enter the premises of the Authority, or any parts thereof, to examine and copy the Authoritys financial and corporate books, records and accounts, and to discuss the affairs, finances, business and accounts of the Authority with the Authoritys officers, employees and agents. Upon an Event of Default, the Bank shall be permitted to communicate directly with the Authoritys Accountant without notice to or consent of the Authority and the Authority authorizes and shall instruct those accountants and advisors to communicate with, disclose and make available to, the Bank, any and all financial statements and other supporting financial documents, schedules and information relating to the Authority with respect to the business, results of operations and financial condition and other affairs of the Authority. Section 6.06. Payment of Obligations; Removal of Liens. The Authority will pay (a) all Debts and obligations of the Authority in accordance with the terms thereof, (b) all amounts payable by it hereunder and under the Related Documents in accordance with the terms hereof or thereof and (c) all assessments or other governmental charges as the same respectively become due, all taxes, assessments (general or special) and governmental charges of any kind whatsoever that may be at any time lawfully assessed or levied against or with respect to any of its or their property or any interest thereon and promptly discharge or cause to be discharged all Liens (other than Permitted Liens), fees and charges on such property; provided that the Authority may withhold payment of sums described under subpart (c) where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Authority has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (iii) the failure to make payment pending such contest could not result in a Material Adverse Effect. Section 6.07. Incorporation of Covenants. (a) The covenants of the Authority set forth in the Resolution and each of the other Related Documents to which the Authority is a party, as well as related defined terms 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 for the benefit of the Bank and shall be enforceable by the Bank against the Authority. 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. To the extent that any such incorporated provision permits any Person to waive compliance with or consent to such provision or requires that a document, opinion, report or other instrument or any

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event or condition be acceptable or satisfactory to any Person, for purposes of this Agreement, such compliance shall be waived, or such provision shall be consented to, only if it is waived or consented to, as the case may be, by the Bank and such document, opinion, report or other instrument shall be acceptable or satisfactory to the Bank. No amendment to such covenants (or the defined terms relating thereto) made pursuant to the Related Documents shall be effective to amend such incorporated covenants without the written consent of the Bank. (b) The Authority shall diligently and in good faith pursue enforcement of each of the Related Documents to which it is a party against each of the other parties thereto and shall in particular and not in limitation of the foregoing cause the Trustee, the Tender Agent, and the Remarketing Agent at all times to comply with the terms of the Related Documents to which they are a party. Section 6.08. Maintenance of Governmental Approvals. The Authority shall at all times maintain in effect, renew and comply with all the terms and conditions of all consents, licenses, approvals, authorizations and other Governmental Approvals which are necessary or appropriate under Applicable Law to conduct its activities and operations as of the Date of Issuance or at any time thereafter and for the execution, delivery and performance of this Agreement and the Related Documents to which it is a party. Section 6.09. Alternate Liquidity Facility. (a) In the event that (i) the Bank decides not to extend the Expiration Date pursuant to the terms hereof or (ii) the Bank furnishes a Termination Notice to the Tender Agent or if for any other reason a mandatory tender shall occur under the Resolution, the Authority agrees to use its best efforts to obtain an Alternate Liquidity Facility to replace this Agreement or cause the Bonds to be converted to bear interest at a rate other than a Covered Rate. In the event that the Authority terminates this Agreement pursuant to the terms hereof, as a precondition thereto, the Authority shall obtain an Alternate Liquidity Facility to replace this Agreement or cause the Bonds to be converted to bear interest at a rate other than a Covered Rate. (b) The Authority agrees that any Alternate Liquidity Facility will require, as a condition to the effectiveness of such Alternate Liquidity Facility, that the provider of such Alternate Liquidity Facility provide funds to the extent necessary, in addition to other funds available, on the date the Alternate Liquidity Facility becomes effective, for the purchase of all Bank Bonds at par plus interest through the date purchased. On such date all Required Payments including all amounts owing in respect of any Bank Bonds and any Liquidity Advances (including, without limitation, any Differential Interest Amount, Excess Interest Amount and unpaid interest thereon) and other amounts owed to the Bank hereunder or under the Resolution or the other Related Documents shall be payable in full to the Bank. (c) The Authority shall not permit an Alternate Liquidity Facility to become effective with respect to less than all of the Bonds without the prior written consent of the Bank.

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Section 6.10. Disclosure to Participants. The Authority agrees to permit the Bank to disclose any information received by the Bank in connection herewith, including without limitation the financial information described in Section 6.02, to any assignees or Participants of the Bank in this Agreement without notice to or further consent from the Authority. Section 6.11. Maintenance of Existence. The Authority will preserve and maintain its existence as a public body corporate and politic and instrumentality organized and existing under the laws of the State and maintain all rights, privileges and franchises necessary and desirable in the normal conduct of its business and in the performance of its obligations under the Related Documents to which it is a party. The Authority will continue to conduct in the ordinary course the activities in which it is presently engaged which is that of a public body corporate and politic and instrumentality organized and existing under the laws of the State and activities ancillary thereto. Section 6.12. Use of Proceeds. The Authority shall cause (i) the proceeds from the Liquidity Advances made hereunder to be used solely to pay the Purchase Price of Eligible Bonds as more fully described in Sections 2.01 and 2.02 and (ii) the proceeds of the Bonds to be used solely for the purposes set forth in the Resolution. Section 6.13. Notice of Conversion. The Authority shall promptly furnish, or cause to be furnished, to the Bank, not later than its furnishing the same to the Remarketing Agent, a copy of any written notice furnished by the Authority to the Remarketing Agent pursuant to the Resolution indicating a proposed conversion of the interest rate on the Bonds. Section 6.14. Notice of Change in Depository Banks. The Authority shall provide the Bank written notice not less than thirty (30) days in advance of any change or intended change in the depository bank or banks for the Trust Estate. Section 6.15. CUSIP Numbers. The Authority shall at all times (i) cause Bonds which are not Bank Bonds to be assigned a CUSIP Number and (ii) cause Bank Bonds to be assigned a Bank Bond CUSIP Number. Section 6.16. Rating Maintenance. The Authority covenants that at all times from and including the Effective Date until and including the Termination Date it will cause Moodys and S&P to assign long term and short term ratings to the Bonds. At any time Bank Bonds are Outstanding, upon the request of the Bank, the Authority (i) shall promptly obtain from both Moodys and S&P a rating specifically assigned to such Bank Bonds and (ii) shall take all actions which may be necessary or appropriate to cause the Bank Bond CUSIP number and the rating assigned to such Bank Bonds to be available electronically to the Bank pursuant to a third party provider of such information. Section 6.17. Rating Reduction, Withdrawal or Suspension. The Authority covenants and agrees that if at any time any Obligor Rating is reduced by either S&P or Moodys to or below A in the case of S&P or A2 in the case of Moodys, then on or prior to the sixtieth (60th) day after such reduction is announced, the Authority shall (a)

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pay to the Bank all amounts owed to the Bank in respect of any Liquidity Advances hereunder and all other Required Payments owing to the Bank, including the Differential Interest Amount and any Excess Interest Amount, and (b) provide for the purchase of any Bank Bonds and the payment to the Bank of the Sale Price therefor. Section 6.18. Budget. The Authority covenants to prepare and adopt a budget prior to the beginning of each Fiscal Year, which budget shall provide for appropriations at levels required under the Resolution to make all payments of principal, interest, fees, reserves and any other expenditures required or contemplated under the Resolution with respect to the Bonds and sufficient to pay in such Fiscal Year, to the extent the same becomes due in such Fiscal Year, all operating expenses of the Authority, the Required Payments under this Agreement and any other outstanding Debt of the Authority. Section 6.19. Parity Covenant. In the event that the Authority has previously entered into or hereafter shall enter into any agreement or instrument (or any amendment, supplement or modification thereto) providing for incurrence of or relating to Parity Debt (each a Relevant Agreement), which provides to the related parity creditor (a) any preference or priority with respect to the Pledged Receipts or the allocation of the Pledged Receipts as compared to the pledge and allocation to, in favor, or for the benefit, of the Bank or (b) any additional or materially different rights and remedies as compared to the rights and remedies of the Bank as set forth in the Related Documents and this Agreement (the Parity Covenants) than are provided to the Bank, then such Parity Covenants shall automatically be deemed to be incorporated into this Agreement for the duration of this Agreement and the Bank shall have the benefits of such Parity Covenant as if it were specifically set forth in this Agreement. Upon request of the Bank, the Authority shall promptly enter into an amendment to this Agreement to include the Parity Covenant (provided that the Bank shall maintain the benefit of such Parity Covenant even if the Authority fails to provide such amendment). Notwithstanding the foregoing provisions, if the Authority proposes to enter into any Relevant Agreement with Parity Covenants which would be incorporated into this Agreement pursuant to this Section 6.19 and would have the effect of amending or adding to the Immediate Termination Events hereof, then the Authority shall (i) cause at least fifteen (15) days prior written notice of such proposed Relevant Agreement and the particular Parity Covenants which would amend or add to the Immediate Termination Events hereof to be provided to the Remarketing Agent, the Tender Agent, the Trustee, the Bank and each Rating Agency then assigning a rating for the Bonds and (ii) instruct the Trustee to provide the same notice to the owners of the Bonds not more than two Business Days after its receipt of such instruction. Upon receipt of such instruction from the Authority, the Trustee shall provide notice to the owners of the Bonds pursuant to such instruction. Additionally, any such Relevant Agreement shall not be entered into by the Authority prior to its receipt of written confirmation from each Rating Agency then assigning a rating for the Bonds that the incorporation of such proposed amendments or additions to the Immediate Termination Events hereof would not result in a withdrawal, suspension or reduction in the rating then assigned to the Bonds. Section 6.20. Amendments. The Authority shall not amend, modify, supplement or terminate, nor agree to any amendment or modification of, or supplement to, any of the Related Documents or consent to, or permit or suffer to occur any action, course of dealing

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or omission which results in, or is equivalent to, an amendment, supplementation, termination or, modification of any of the Related Documents, without the prior written consent of the Bank, which consent shall not be unreasonably withheld or delayed; provided that no such consent shall be required for any Supplemental Resolution, Series Resolution or Series Certificate that provides only for the issuance of Bonds or Notes under the Resolution pursuant to Section 8.01(1) of the General Resolution and not for any other modification of the Resolution. Any such amendment, supplementation, termination or modification made or entered into in violation of this Section shall be deemed a nullity and of no force and effect. The Authority shall not take any action, nor cause the Tender Agent or the Trustee to take any action under any of the Related Documents, which is inconsistent with, or could reasonably be expected to impair, the Authoritys obligations, or the rights of the Bank, under this Agreement or any of the other Related Documents including, without limitation, any right or remedy of the Bank upon an Event of Default, the Authoritys obligations to make payments to the Bank under Article II and Article III of this Agreement, and the pledge of the Trust Estate under the Resolution and the priority of the lien and security interest created thereby. Section 6.21. Preservation of Existence, Disposition of Property. Subject to its compliance with Applicable Law, as amended from time to time, the Authority will not directly or indirectly liquidate, wind up, terminate, reorganize, dissolve, merge or consolidate (or suffer any liquidation, winding up, termination, reorganization or dissolution), or form or acquire any subsidiary (other than in the ordinary course of business as conducted as of the Effective Date), nor shall it sell, lease, assign, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its property. Section 6.22. Certain Information. The Authority shall not include in an offering document or circular or reoffering supplement for the Bonds any information concerning the Bank that is not supplied in writing, or otherwise approved in writing, by the Bank expressly for inclusion therein. Section 6.23. Trustee; Tender Agent; Remarketing Agent. The Authority shall not remove the Trustee, the Tender Agent or the Remarketing Agent or appoint a successor to the Trustee, the Tender Agent or the Remarketing Agent without the written consent of the Bank, which consent shall not be unreasonably withheld, provided that the Banks consent shall not be required to remove the Remarketing Agent if the Remarketing Agent is the same company as or affiliated with the Bank. The Authority shall provide the Bank written notice of any change in the identity of the Trustee, Tender Agent or Remarketing Agent upon becoming aware of the same. Within 45 days of receipt by the Authority of written notice from the Bank that the Trustee, the Tender Agent or the Remarketing Agent is failing to perform its respective duties in the manner contemplated by the Resolution or the other Related Documents, the Authority shall complete all steps necessary in accordance with the terms of the Resolution to replace or cause to be replaced the Trustee, the Tender Agent or the Remarketing Agent, as the case may be, with a successor acceptable to the Bank; provided that, so long as U.S. Bank National Association or any successor thereto is the Trustee, the Bank shall have no such right to cause the removal and replacement of U.S. Bank National Association as Trustee. If the position of the Trustee,

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the Tender Agent or the Remarketing Agent becomes vacant, the Authority shall promptly appoint a successor which is reasonably acceptable to the Bank. Section 6.24. Accounting Methods; Fiscal Year; Entity Classification. The Authority will not adopt, permit or consent to any change in accounting practices or any change in its Fiscal Year other than as required by GAAP and State law. Section 6.25. Tax-Exempt Status of Bonds. The Authority shall not take any action or omit to take any action, respectively, that, if taken or omitted, respectively, could cause any revocation or adverse effect on the tax-exempt status of interest on the Bonds for purposes of federal income taxation under the Code. Section 6.26. Optional Redemption; Conversion; Defeasance. (a) Optional Redemption. The Authority shall not permit or cause any Bonds to be optionally redeemed (or purchased in lieu of redemption) pursuant to the Resolution unless and insofar as the Authority complies with each of the following requirements: (A) all Bank Bonds, if any, will be redeemed at a redemption price equal to the Sale Price therefor as a part of such optional redemption and (B) after giving effect to such redemption, all Differential Interest Amount, Excess Interest Amount and other amounts owing in respect of the Liquidity Advance pursuant to which any such Bank Bonds were purchased together with any other Required Payments owing hereunder shall have been paid in full to the Bank. (b) Conversion. The Authority shall not convert nor permit the conversion under the Resolution of fewer than all of the Bonds to a rate other than a Covered Rate, nor shall the Authority voluntarily convert under the Resolution any Bonds to a rate other than a Covered Rate if, after giving effect to such conversion, there would be any (i) Bank Bonds or (ii) Differential Interest Amount or Excess Interest Amount owing to the Bank under this Agreement or any other amount owing in respect of any Liquidity Advance pursuant to which Bank Bonds were purchased which shall not have been paid in full. (c) Defeasance. The Authority will not defease, nor allow the defeasance of, the Bonds without (i) procuring a Verification Report and providing a copy thereof to the Bank, (ii) contemporaneously paying all Required Payments and satisfying all obligations of the Authority hereunder and (iii) obtaining written confirmation from each Rating Agency then assigning a rating for the Bonds that the defeasance will not result in a withdrawal, suspension or reduction in the rating then assigned to the Bonds. Section 6.27. Pension Plans. The Authority shall maintain each Pension Plan in compliance in all material respects with the applicable provisions of the Code and other federal, state or local law and shall make all required contributions to any Pension Plan. The Authority shall not permit, at any time, any Pension Plan to: (A) engage in any nonexempt prohibited transaction (as defined in Section 503 of the Code); (B) fail to comply with applicable Legal Requirements; (C) incur any material increase in its Unfunded Pension Liability; or (D) terminate in any manner; which, in the case of any

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such event, has resulted, or could reasonably be expected to result, in a Material Adverse Effect. Section 6.28. Investment of Funds. The Authority shall cause all moneys held in the Funds established under the Resolution to be invested in Investment Obligations. Section 6.29. Hedge Agreements. The Authority will not enter into any Swap which would increase the total notional amount of Debt hedged under all Swaps of the Authority to an amount in excess of $235,980,000 without the prior written consent of the Bank. Section 6.30. Investment Policy. The Authority shall not amend its Investment Policy, in any manner that could reasonably be expected to increase the degree of risk or decrease the credit quality of any of the Authority's investments held under the Resolution. In the case of any proposed amendment to the Investment Policy with respect to the Authoritys investments held under the Resolution, the Authority shall provide prior written notice to the Bank stating the terms of the proposed amendment. ARTICLE VII COVENANT OF THE TENDER AGENT During the Purchase Period and so long as any obligation is owed to the Bank hereunder, the Tender Agent covenants and agrees as follows, unless the Bank shall otherwise consent in writing: Section 7.01. Covenant of the Tender Agent. The Tender Agent agrees that, notwithstanding anything to the contrary in the Resolution, it shall not exercise any rights it may have to pay itself any compensation then due and payable pursuant to the Resolution from any moneys advanced pursuant to this Agreement. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES The occurrence of any of the events set forth in Sections 8.01 and 8.02 shall constitute an event of default (each, an Event of Default). Upon the occurrence of an Event of Default the Bank may exercise those rights and remedies provided in Section 8.03. Section 8.01. Events of Default not Permitting Immediate Termination. (a) Failure of the Authority to pay or cause to be paid when due any amount owed by the Authority hereunder other than those specified in Section 8.02; (b) Failure of the Authority to observe or perform any covenant, condition or provision of this Agreement (other than as specified in any other subsection of this Section 8.01 or in Section 8.02) and, in the case of any covenant incorporated by reference pursuant to Section 6.07 hereof which is not a payment or financial covenant,

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after the expiration of any applicable grace period contained in the relevant Related Document; (c) Any representation or warranty made or deemed made by or on behalf of the Authority in this Agreement or any other Related Document or in any amendment of, or waiver under, this Agreement or other Related Document, or in any certificate, financial statement or other document furnished by or on behalf of the Authority pursuant to or in connection with this Agreement or any of the other Related Documents shall have been inaccurate or incomplete in any material respect when made or deemed to have been made; (d) The occurrence and continuation of a default, event of default or termination event under the Resolution, the Bonds or any of the other Related Documents, irrespective of whether said default, event of default or termination event is declared, undeclared or has been waived under the terms of such respective document, or a mandatory prepayment or acceleration has occurred with respect to the Bonds or any Parity Bonds; (e) (i) Failure by the Authority to make any payment (whether of principal, interest or other amount) due in respect of any Debt owed to the Bank or any Affiliate of the Bank, or due in respect of any other Debt having an aggregate outstanding principal amount in excess of $5,000,000 (measured in the case of any Swap, by the Authoritys Exposure thereunder), in any such case, as and when the same shall become due and provided that any applicable notice or grace period shall not apply; or (ii) the occurrence or existence of a default or event of default (other than a payment default) or other similar condition by or on the part of the Authority, under any agreement, indenture or contract evidencing, issuing, securing or relating to such Debt and continuance of such default or event of default or similar condition beyond the period of grace, if any, allowed with respect thereto, which results in such Debt becoming, or being capable of becoming, due and payable prior to its scheduled maturity and regardless of whether any such right is exercised (or, with respect to any Swap, an event which results in such Swap being terminated early or being capable of being terminated early, other than in the case of an optional termination exercised by the Authority and without liability for payment by the Authority of any Settlement Amount); (f) This Agreement, any other Related Document or any provision of this Agreement or any of the other Related Documents shall cease to be valid and binding on the Authority, or a Governmental Authority with jurisdiction to rule on the validity of this Agreement, the Resolution, or any other Related Document shall so find, announce or rule, or the Authority or any Person on its or their behalf shall (i) contest the validity or enforceability of this Agreement or any Related Document or any provision of this Agreement or any such Related Document, (ii) deny that the Authority has any further liability under one or more provisions of this Agreement or any of the other Related Documents or (iii) seek an adjudication that (y) this Agreement or (z) a provision of this Agreement or of the Resolution or any other Related Document relating to, or the absence or invalidity of which could adversely affect, the security for the Bonds, the Bank Bonds or any Parity Bonds, or the Authoritys ability to pay the Bonds, the Bank

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Bonds or any Parity Bonds or perform its obligations under this Agreement or any of the other Related Documents or the rights and remedies of the Bank, is not valid and binding on the Authority; (g) Any Pledged Receipts or other funds or investments on deposit in, or otherwise to the credit of, any of the Revenue Fund or any of the other Funds or accounts established under the Resolution or any of the other Related Documents shall become subject to any writ, judgment, warrant or attachment, execution or similar process; (h) A Determination of Taxability shall occur;

(i) (i) any lien created by the Resolution or this Agreement or any other Related Document in favor of the Trustee, any Holder or the Bank, at any time and for any reason (except as expressly permitted to be released by the terms of such governing document) shall not constitute a valid and perfected lien or shall fail to have the priority required by the Resolution or this Agreement or such other Related Document or, except as permitted under the Resolution or this Agreement or such other Related Document, the Authority shall so assert in writing, (ii) any legislation is enacted, repealed, reenacted, amended or otherwise modified, and such repeal, enactment, reenactment, amendment or modification, in the opinion of the Bank, has a Material Adverse Effect on the validity, enforceability or priority of the lien on the Pledged Receipts in favor of the Trustee, any Holder or the Bank or (iii) any rescission of or amendment to or any other action under or in connection with any legislation, law or regulation relating to the Pledged Receipts which would (A) materially reduce the amount of the Pledged Receipts or the allocation of the Pledged Receipts to the payment of the Bonds, the Bank Bonds or any Parity Bonds or (B) impair or adversely affect (x) the rights of the Authority to any or all of the Pledged Receipts or (y) the rights or security of the Trustee, for the benefit of the Holders, under the Resolution; (j) An event (separately or in the aggregate with other events) occurs which constitutes a Material Adverse Change; (k) Any event (other than the exercise of a right of optional prepayment by the Authority, in the absence of a default or event of default) occurs or condition exists that enables or permits (with or without the giving of notice, the lapse of time or both) the Trustee or any Holder, or any trustee or agent on its or their behalf, to exercise any right to accelerate any Parity Bonds or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; (l) A repudiation by the Authority of the payment when due of the principal of or interest on any Parity Bonds or any other Debt of the Authority payable from the Pledged Receipts; (m) Except with respect to any matters that, individually or in the aggregate, have not resulted, and could not reasonably be expected to result, in a Material Adverse Effect, the Authority shall become subject to any Environmental Liability;

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(n) (A) The breach by the Authority of any material covenant of the Remarketing Agreement or (B) the suspension or termination by the Remarketing Agent of its obligations under the Remarketing Agreement and the failure of the Authority, within thirty (30) days after written direction by the Bank, to either cause such breach to be cured or to replace such Remarketing Agent with a successor acceptable to the Bank in accordance with Section 6.23 hereof; (o) Any action shall be taken by a judgment creditor to attach, execute or levy upon any revenues or assets of the Authority to enforce or collect upon any judgments or orders or of any final, non-appealable decrees or decisions for the payment of money out of the Trust Estate rendered against the Authority which has or may have a Material Adverse Effect; (p) The Authority shall in writing (i) claim that any of the provisions that provide for the payment of principal of or interest with respect to the Bonds (including Bank Bonds) in the Resolution, the Bonds (including Bank Bonds) or this Agreement or any provision that provides for the payment of the principal of or interest on any Parity Bonds is not valid or binding on the Authority, (ii) repudiate its obligations under any of the provisions that provides for the payment of principal of or interest with respect to the Bonds (including Bank Bonds) in the Resolution, the Bonds (including Bank Bonds) or this Agreement or its obligation to repay principal of or interest on Parity Bonds and/or (iii) initiate any legal proceedings to seek an adjudication that any of the provisions that provides for the payment of principal of or interest on the Bonds in the Resolution, the Bonds (including Bank Bonds) or this Agreement or its obligation to repay principal of or interest on any Parity Bonds is not valid or binding on the Authority; (q) Any court of competent jurisdiction or other Governmental Authority with jurisdiction to rule on the validity of this Agreement, the Bonds (including Bank Bonds) or the Resolution shall find or rule in a final non-appealable judgment the effect of which is that this Agreement, or any of the Bonds (including Bank Bonds) or the Resolution is not valid or not binding on or enforceable against the Authority; (r) The occurrence or existence of a default or event of default or termination event or other similar condition by or on the part of the Authority, under any agreement providing credit enhancement or liquidity securing or relating to Parity Bonds, which results in the termination of such agreement; or (s) Any Parity Bonds become due prior to its scheduled maturity as a result of any default or event of default. Section 8.02. Events of Default Permitting Immediate Termination. (a) An Event of Insolvency shall have occurred with respect to the Authority;

(b) Any failure, wholly or partially, to make timely any payment of the principal of or interest accruing with respect to the Bonds (including Bank Bonds, but excluding payments on Bank Bonds due solely as a result of an acceleration caused by the Bank pursuant to Section 8.03) or other Parity Bonds (other than failure to make
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payments on Parity Bonds constituting variable rate obligations supported by a liquidity facility which have been purchased with amounts advanced under such liquidity facility and which have been declared to be immediately due and payable solely due to a nonpayment related default or event of default under such facility); (c) Any Parity Bonds shall not be paid when and as the same shall become due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise); or (d) All Obligor Ratings assigned by all of the Rating Agencies then rating Parity Bonds are removed, withdrawn or suspended for credit related reasons or reduced to below investment grade (Baa3 from Moodys and BBB- from S&P). Section 8.03. Remedies. Upon the occurrence of a Default or an Event of Default hereunder, the Bank may take one or more of the following actions: (a) Immediate Termination. Upon the occurrence of any Event of Default described in Section 8.02 (each, an Immediate Termination Event), the Available Commitment, the Purchase Period and the obligation of the Bank to purchase Eligible Bonds shall immediately terminate without notice or demand, and thereafter the Bank shall be under no obligation to purchase Eligible Bonds. Upon an Immediate Termination Event, the Bank shall promptly give written notice of the same to the Trustee, the Tender Agent, the Paying Agent, the Authority and the Remarketing Agent; provided, that the Bank shall incur no liability of any kind by reason of its failure to give such notice, and such failure shall in no way affect the termination of the Available Commitment, the Purchase Period and the Banks obligation to purchase Eligible Bonds pursuant to this Agreement. (b) Termination with Notice. Upon the occurrence of an Event of Default described in Section 8.01, the Bank may give a Termination Notice in the form of Exhibit B hereto to the Trustee specifying the date on which the Available Commitment, the Purchase Period and the obligation of the Bank to purchase Eligible Bonds shall terminate, which date shall not be less than thirty (30) days from the date of receipt of such Termination Notice by the Trustee. On and after the date specified in the Termination Notice, the Available Commitment, the Purchase Period and the obligation of the Bank to purchase Eligible Bonds shall terminate and the Bank shall be under no obligation to purchase Eligible Bonds hereunder. (c) Other Remedies. Upon the occurrence of any Event of Default, and in addition to any of the other rights and remedies specified in this Section 8.03, (i) all amounts owed to the Bank hereunder and under any Bank Bonds shall bear interest at the Default Rate until paid, (ii) subject to Section 3.01(b) hereof, the Bank may by written notice to the Authority, declare all amounts owed to the Bank hereunder and with respect to the Bank Bonds to be immediately due and payable whereupon such amounts shall be immediately due and payable and the Authority shall optionally redeem the Bank Bonds (if any) pursuant to the Resolution (provided, that the obligations of the Authority hereunder and under the Bank Bonds shall be and become automatically and immediately

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due and payable without such notice upon the occurrence of an Event of Default described in Section 8.02(a)) and (iii) the Bank shall have all remedies provided at law or equity, including, without limitation, the right of set-off and specific performance. The Bank shall promptly provide written notice to the Trustee and the Authority of any acceleration of the amounts due hereunder. (d) Cure. In the case of any Event of Default hereunder the Bank shall have the right, but not the obligation, to cure any such Event of Default (in which case the Authority shall reimburse the Bank therefor pursuant to Section 2.09). ARTICLE IX MISCELLANEOUS Section 9.01. Obligations Absolute. The obligations of the Authority under this Agreement shall be absolute, unconditional and irrevocable and shall be paid or performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (a) to the extent permitted by applicable law, any lack of validity or enforceability of this Agreement or any other Related Document or any other agreement or instrument delivered in connection herewith or therewith; (b) any amendment to, waiver of, consent to or departure from the terms of any of the Related Documents; (c) the existence of any claim, set-off, defense or other right that the Authority may have at any time against the Trustee, the Tender Agent, the Paying Agent, the Remarketing Agent, the Bank or any other Person, whether in connection with this Agreement, any Related Document or otherwise; (d) any statement or any other document presented under this Agreement or any of the other Related Documents proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; or (e) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing. Section 9.02. Liability of the Bank. With respect to the Bank, the Authority assumes any and all risks with respect to the acts or omissions of each of the Trustee, the Tender Agent, the Authority, the Paying Agent and the Remarketing Agent in connection with its use of this Agreement or any amounts made available by the Bank hereunder. Neither the Bank nor any of the officers, directors, employees or agents thereof shall be liable or responsible for any of the following: (a) the use that may be made of this Agreement or any amounts made available by the Bank hereunder or for any acts or omissions of the Trustee, the Tender Agent, the Paying Agent, the Authority or the Remarketing Agent in connection therewith; (b) the validity, sufficiency or genuineness of 56

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documents (except for the validity and enforceability of the Banks obligations hereunder), or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply with the terms hereof, including failure of any documents to bear any reference or adequate reference to this Agreement; or (d) any other circumstances whatsoever in making or failing to make payment hereunder; provided, that, the Authority shall have a claim against the Bank, and the Bank shall be liable to the Authority, to the extent, but only to the extent, of any direct, actual damages, but expressly not for any lost profits or any consequential, special, indirect or punitive damages (the right to recover or receive lost profits, consequential, special, indirect or punitive damages being hereby waived), suffered by the Authority and not required to be mitigated by the Authority, which direct, actual damages are determined by a final and nonappealable judgment of a court of competent jurisdiction to have been directly caused by (i) the Banks willful misconduct or gross negligence in determining whether documents presented hereunder comply with the terms hereof or (ii) the Banks willful failure to pay hereunder after the presentation to it by the Tender Agent (or a successor tender agent under the Resolution in accordance with its terms) of a Notice of Bank Purchase strictly complying with the terms and conditions hereof; provided, however, that the maximum amount of damages recoverable by the Authority as provided above is expressly limited to the Available Commitment. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. Section 9.03. Expenses; Indemnification; Taxes. (a) The Authority agrees to pay on demand all of the out-of-pocket expenses (including, but not limited to, the reasonable fees of counsel for the Bank plus disbursements and the out-of-pocket expenses of the Bank) incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the Related Documents. The Authority also agrees to pay all of the Banks out-of-pocket expenses (including, but not limited to, the reasonable fees and expenses of counsel to the Bank) arising in connection with the enforcement or administration of, or preservation of rights in connection with, this Agreement or the other Related Documents. In addition, the Authority shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other Related Documents or such other documents and agrees to save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. (b) In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the Authority hereby agrees to defend, indemnify and hold harmless each of the Bank, each Participant and their respective officers, directors, employees, affiliates and agents (each an Indemnified Party) from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever (including reasonable attorneys fees) that an Indemnified Party may incur (or which may be claimed against an Indemnified Party by

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any Person whatsoever) that arise out of the transactions contemplated by this Agreement or the other Related Documents, including, without limitation, (i) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in the Official Statement or any other offering circular or document used in connection therewith, or in any supplement or amendment thereof, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading or the failure to deliver the Official Statement or any other offering circular or document to any offeree or purchaser of Bonds (but excluding any information included in the Official Statement or such other offering circular relating to the Bank and provided in writing by the Bank for inclusion therein); (ii) the execution and delivery or transfer of, or payment or failure to pay under this Agreement; (iii) the issuing, offering, sale, remarketing or resale of the Bonds; or (iv) the proposed use of the proceeds of the Bonds or any amounts drawn hereunder; provided that the Authority shall not be required to indemnify the Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, directly caused by (1) the willful misconduct or gross negligence of the Bank or (2) the Banks willful failure to pay hereunder after the presentation to it by the Tender Agent (or a successor tender agent under the Resolution) of a Notice of Bank Purchase strictly complying with the terms and conditions hereof, to the extent that there has been a final and nonappealable judgment of a court of competent jurisdiction that such claims, damages, losses, liabilities, costs and expenses were directly caused by the willful misconduct or gross negligence of the Bank. (c) To the extent permitted by law, the Authority agrees to indemnify and hold the Bank harmless (on a net aftertax basis) from any present or future claim or liability for stamp, transfer, documentary, excise or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any government authority in connection with the execution, delivery and performance of, or any payment made under, this Agreement, the Bonds and the other Related Documents, or any amendment thereto. (d) The provisions of this Section 9.03 shall survive the termination of this Agreement and the payment in full of the Bonds and the obligations of the Authority thereunder and hereunder. Section 9.04. Notices. Unless otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto or referred to herein shall be deemed to have been given (a) in the case of notice by letter, when delivered by hand, (b) in the case of notice by facsimile, upon confirmation of receipt, addressed to them as follows or at such other address as any of the parties hereto may designate by written notice to the other parties hereto and to the Remarketing Agent: Issuer: Maine State Housing Authority 353 Water Street

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Augusta, ME 04330 Attention: Telephone: Facsimile: Tender Agent: U.S. Bank National Association One Federal Street, 3rd Floor Boston, MA 02110 Attention: Telephone: Facsimile: U.S. Bank National Association One Federal Street, 3rd Floor Boston, MA 02110 Attention: Telephone: Facsimile:

Trustee:

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Remarketing Agent:

Citigroup Global Markets Inc. 390 Greenwich Street, Second Floor New York, NY 10013 Attention: Telephone: Facsimile:

If to the Bank, addressed as follows: For a Notice of Bank Purchase: Citibank, N.A., Delaware Two Penns Way, 1st Floor New Castle, DE 19720 Attention: Telephone: Facsimile: For Credit Matters: Citibank, N.A. 390 Greenwich Street, 8th Floor New York, NY 10013 Attention: E-Mail: Other Notices: Citibank, N.A. 2nd Floor 399 Greenwich Street New York, NY 10013 Attention: Telephone: Facsimile: With a copy to: Citigroup Global Markets, Inc. 390 Greenwich Street, 2nd Floor New York, NY 10013 Attention: E-Mail: Notwithstanding the foregoing, any Notice of Bank Purchase given hereunder shall be effective only when given in the manner provided in Section 2.02(a).

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Section 9.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Tender Agent, the Authority, the Bank and their respective successors, endorsees and assigns, except that the Authority may not assign or transfer its rights or obligations hereunder (other than by merger or consolidation) without the prior written consent of the Bank. This Agreement is a continuing obligation and shall survive the Expiration Date. The Bank may grant interests in its rights hereunder as provided in Section 9.11; provided, however, that no such grant shall affect the obligation of the Bank to purchase Eligible Bonds as herein provided. Notwithstanding any other provision of this Agreement, the Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment under this Agreement) under this Agreement or the Bank Bonds, to secure obligations of the Bank to a Federal Reserve Bank, without notice to or consent of the Authority; provided that no such pledge or grant of a security interest shall release the Bank from any of its obligations hereunder or substitute any such pledge or grantee for the Bank as a party hereto. Upon request by the Bank, the Authority and the Tender Agent each agree to cooperate with the Bank and to take such actions as are reasonably necessary to assist the Bank in making any such pledge or grant of a security interest. Section 9.06. Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, AND TOGETHER WITH ANY DISPUTES OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE FEDERAL LAW, WITHOUT REGARD TO CHOICE OF LAW RULES OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 (OR ANY SUCCESSOR STATUTE THERETO), PROVIDED THAT THE LEGAL AUTHORITY AND CAPACITY OF THE AUTHORITY UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE. Section 9.07. Consent to Jurisdiction, Venue and Service of Process. Pursuant to, and in accordance with, Section 5-1402 of the New York General Obligations Law (or any successor statute thereto), the Authority, the Tender Agent, the Trustee, the Paying Agent and the Bank, irrevocably (a) agree that any suit, action or other legal proceeding arising out of or relating to this Agreement shall be brought and filed in, and be subject to the exclusive jurisdiction of, a court of record of the State of New York located in the Borough of Manhattan or the United States Issuer Court for the Southern Issuer of the State of New York located in the Borough of Manhattan, (b) consent to the jurisdiction of each such court in any such suit, action or proceeding, and (c) waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The Authority, the Tender Agent, the Trustee, the Paying Agent and the Bank also irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the respective address set forth for such party in Section 9.04. The Authority, the Tender Agent, the Trustee, the Paying Agent and the Bank agree that a final judgment in any suit, action or proceeding shall be

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conclusive and may be enforced in appropriate jurisdictions by suit on the judgment or in any other manner provided by law. All mailings under this Section 9.07 shall be by certified mail, return receipt requested. Nothing in this Section 9.07 shall affect the right of the Bank to serve legal process in any other manner permitted by law or affect the right of the Bank to bring any suit, action or proceeding against the Authority, the Tender Agent, the Trustee, the Paying Agent or its or their property in the courts of any other jurisdiction. Section 9.08. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 9.09. Use of Funds. The Bank agrees that all funds provided by the Bank hereunder will be funds of the Bank and not directly or indirectly provided from funds or collateral on deposit with or for the account of, or pledged with or for the account of, the Bank by the Authority or any Participant. Section 9.10. Extension. At any time not earlier than one hundred fifty (150) days, and not later than one hundred twenty (120) days, prior to the Expiration Date, the Authority may by written notice to the Bank given in the form of Exhibit C request that the Expiration Date of this Agreement be extended on terms and conditions to be mutually agreed to by the Authority and the Bank. The Bank may, in its sole and absolute discretion, decide to accept or reject any such proposed extension and no extension shall become effective unless the Bank shall have consented thereto in writing by delivery of written notice in the form of Exhibit D (the Notice of Extension) within sixty (60) days of the Banks receipt of such written notice. The Banks consent shall be conditioned upon the preparation, execution and delivery of documentation in form and substance satisfactory to the Bank and its counsel. The Banks failure to so respond to a requested extension of the Expiration Date shall constitute the Banks denial of such request. If the Expiration Date is extended, the Authority shall, except as otherwise agreed to in writing by the Bank, be deemed to have made the representations and warranties contained herein on and as of the date on which the Expiration Date is so extended. Section 9.11. Participations. The Authority acknowledges and agrees that the Bank may grant participations in its obligations hereunder and with respect to the Bank Bonds and any other Related Documents (collectively, the Participated Obligations) to other financial institutions with prior written notice to the Authority and without the consent of the Authority and without diminishing the obligations of the Bank hereunder in any manner. The Authority further acknowledges and agrees that upon any such grant the Participants will become owners of a pro rata portion of the Participated Obligations and the Authority waives any right of setoff it may have at any time against the Bank or any Participant with regard to the Participated Obligations. Notwithstanding the foregoing, the Authority shall have no obligation to provide information to any Participant, the grant of such participation shall not limit the obligations of the Bank hereunder and the Bank will continue to serve as the only contact for the Authority for all matters relating to this Agreement.

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Section 9.12. Right of Setoff. Upon the occurrence of an Event of Default, the Bank and its Affiliates may, at any time and from time to time, without notice to the Authority or any other person (any such notice being expressly waived), set off and appropriate and apply, against and on account of, any obligations and liabilities of the Authority to the Bank or its Affiliates arising under or connected with this Agreement and the Related Documents, without regard to whether or not the Bank shall have made any demand therefor, and although such obligations and liabilities may be contingent or unmatured, any and all deposits (general or special, including but not limited to indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other indebtedness or other payment obligation at any time held or owing by the Bank or its Affiliates to or for the credit or the account of the Authority. Section 9.13. Amendments and Waivers. No amendment or waiver of any provision of this Agreement nor consent to any departure by the Authority from any such provision shall in any event be effective unless the same shall be in writing and signed by the Bank in the case of waivers and signed by the parties hereto in the case of amendments. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. In the event any agreement contained in this Agreement should be breached by the Authority and thereafter waived by the Bank, such waiver shall be limited to the particular breach so waived for the specific period set out in such waiver and such waiver shall not constitute a waiver of such breach for any other period and shall not waive any other or similar breach hereunder. Section 9.14. Severability. Any provision of this Agreement that is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Section 9.15. Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not have any effect for purposes of interpretation or construction of the terms of this Agreement. Section 9.16. Complete and Controlling Agreement. This Agreement and the other Related Documents completely set forth the agreements among the Bank, the Tender Agent and the Authority and fully supersede all prior agreements, both written and oral, among the Bank, the Tender Agent and the Authority relating to all matters set forth herein and in the other Related Documents. The terms and provisions of this Agreement may be amended or superseded only by a written instrument and no oral agreements, practices, standards or other extrinsic communications or facts shall have any bearing on the interpretation or enforcement of this Agreement or the other Related Documents except as otherwise expressly agreed to in writing by the Bank and the Authority. Section 9.17. Patriot Act. The Bank hereby notifies the Authority that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Authority, which information includes the name and address

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of the Authority and other information that will allow the Bank to identify the Authority in accordance with the Patriot Act. The Authority shall promptly provide such information upon request by the Bank. Section 9.18. 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 e-mail message; and, electronically signed document means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature. Section 9.19. Waiver of Jury Trial. THE AUTHORITY, THE TENDER AGENT, THE TRUSTEE, THE PAYING AGENT AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AS CLAIM, COUNTER-CLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE) BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AUTHORITY, THE TENDER AGENT, THE TRUSTEE, THE PAYING AGENT OR THE BANK. THE AUTHORITY AND THE TENDER AGENT, THE TRUSTEE AND THE PAYING AGENT EACH ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND RECOGNIZES AND AGREES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK ENTERING INTO THIS AGREEMENT. THE AUTHORITY, THE TENDER AGENT, THE TRUSTEE, THE PAYING AGENT AND THE BANK EACH REPRESENTS AND ACKNOWLEDGES THAT IT HAS REVIEWED THIS PROVISION WITH ITS LEGAL COUNSEL AND THAT IT HAS KNOWINGLY AND VOLUNTARILY WAIVED ANY JURY TRIAL RIGHTS IT MAY HAVE FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL. [Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written. MAINE STATE HOUSING AUTHORITY By: Name: Title: [Signatures continued on following page]

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[Signatures to Standby Bond Purchase Agreement continued] CITIBANK, N.A. By: Name: Title: [Signatures continued on following page]

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[Signatures to Standby Bond Purchase Agreement continued] U.S. BANK NATIONAL ASSOCIATION, as Tender Agent, Trustee and Paying Agent By: Name: Title:

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EXHIBIT A NOTICE OF BANK PURCHASE The undersigned, a duly authorized officer of U.S. Bank National Association (the Tender Agent), hereby certifies to Citibank, N.A. (the Bank), in accordance with the Standby Bond Purchase Agreement dated as of April 10, 2012 (the Standby Bond Purchase Agreement), by and among the Maine State Housing Authority (the Issuer), the Tender Agent and the Bank relating to the Authoritys $50,965,000 Mortgage Purchase Bonds 2008 Series E-2 (AMT)(Variable Rate) (the Bonds), (all capitalized terms herein having the meanings ascribed thereto in the Standby Bond Purchase Agreement), that: 1. Section Eligible Bonds have been tendered or deemed tendered for purchase pursuant to of the Series Certificate.

2. To the Tender Agents actual knowledge, no Immediate Termination Event described in Section 8.02 of the Standby Bond Purchase Agreement has occurred. 3. Section Insufficient moneys are available of the Series Certificate. for such purchase pursuant to

4. The Tender Agent hereby requests the payment of Purchase Price in the amount of $____________. 5. The portion of the Purchase Price requested hereby relating to the principal of the Eligible Bonds for which there are not sufficient moneys referred to above is $ , which amount does not exceed the Available Principal Commitment and the portion of the Purchase Price requested hereby relating to accrued interest on the Eligible Bonds for which there are not sufficient moneys referred to above is $___________, which amount does not exceed the Available Interest Commitment. 6. Upon completion of purchase, the Tender Agent will cause the Trustee to register such Eligible Bonds or, if an Eligible Bond to be purchased pursuant to Section of the Series Certificate has not been delivered, a new Eligible Bond issued in replacement of the undelivered Eligible Bond, in the name of the Bank, or, if directed in writing by the Bank, its nominee or designee on the bond register and will promptly deliver such Eligible Bonds to the Bank, or as the Bank may otherwise direct in writing, and prior to such delivery will hold such Eligible Bonds in trust for the benefit of the Bank, provided that if the Bonds are in book entry form, the Tender Agent will hold Bank Bonds in its participant account for the benefit of the Bank, as described in Section 2.02 of the Standby Bond Purchase Agreement. 7. follows: The funds requested hereunder shall be transferred to the Tender Agent as [PLEASE PROVIDE] 8. The Purchase Date is , .

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9. _________.

The CUSIP Number for the Eligible Bonds to be purchased by the Bank is

IN WITNESS WHEREOF, the Tender Agent has executed and delivered this Notice of Bank Purchase as of the day of , . U.S. BANK NATIONAL ASSOCIATION as Tender Agent By: Name: Title:

A-2

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EXHIBIT B FORM OF TERMINATION NOTICE [DATE] U.S. Bank National Association as Tender Agent [ADDRESS] Attention: Maine State Housing Authority $50,965,000 Mortgage Purchase Bonds 2008 Series E-2 (AMT)(Variable Rate) Ladies and Gentlemen: The undersigned, a duly authorized officer of Citibank, N.A. (the Bank), pursuant to Section 8.03(b) of the Standby Bond Purchase Agreement dated as of April 10, 2012 (the Agreement), by and among U.S. Bank National Association, as Tender Agent, Maine State Housing Authority and the Bank, hereby notifies you that an Event of Default (as defined in the Agreement) pursuant to Section 8.01 of the Agreement has occurred and that as a result thereof the Available Commitment, the Purchase Period and the obligation of the Bank to purchase Eligible Bonds shall terminate on _______, which date that is not less than 30 days after your receipt of this notice. Sincerely, CITIBANK, N.A. By: Name: Title: [By: Name: Title: cc: Citigroup Global Markets Inc. Maine State Housing Authority U.S. Bank National Association, as Trustee ]

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EXHIBIT C FORM OF REQUEST FOR EXTENSION REQUEST FOR EXTENSION Citibank, N.A. 390 Greenwich Street, 8th Floor New York, NY 10013 Attention: Municipal Credit Surveillance Maine State Housing Authority $50,965,000 Mortgage Purchase Bonds 2008 Series E-2 (AMT)(Variable Rate) Ladies and Gentlemen: Reference is hereby made to that certain Standby Bond Purchase Agreement dated as of April 10, 2012 (the Agreement), by and among Maine State Housing Authority (the Issuer), U.S. Bank National Association, as Tender Agent, and Citibank, N.A. (the Bank). All capitalized terms contained herein which are not specifically defined shall be deemed to have the definition set forth in the Agreement. The Authority hereby requests, pursuant to Section 9.10 of the Agreement, that the Expiration Date for the Agreement be extended to [DATE]. Pursuant to Section 9.10 of the Agreement, we have enclosed along with this request the following information: 1. 2. 3. The outstanding principal amount of the Bonds; The nature of any and all Defaults and Events of Default; and Any other pertinent information previously requested by the Bank.

The Bank is requested to notify the Authority of its decision with respect to this request for extension within 60 days after the date of receipt hereof. If the Bank fails to notify the Authority of its decision within such 60-day period, the Bank shall be deemed to have rejected such request.

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Very truly yours, MAINE STATE HOUSING AUTHORITY By: Name: Title:

B-

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EXHIBIT D NOTICE OF EXTENSION [DATE] U.S. Bank National Association, as Tender Agent One Federal Street, 3rd Floor Boston, MA 02110 Maine State Housing Authority 353 Water Street Augusta, ME 04330 Maine State Housing Authority $50,965,000 Mortgage Purchase Bonds 2008 Series E-2 (AMT)(Variable Rate) Ladies and Gentlemen: Reference is hereby made to that certain Standby Bond Purchase Agreement dated as of April 10, 2012 (the Agreement), by and among Maine State Housing Authority (the Issuer), U.S. Bank National Association, as Tender Agent, and Citibank, N.A. (the Bank). The undersigned, a duly authorized officer of the Bank hereby advises you, with reference to the above-referenced bonds (any capitalized term used herein and not defined shall have its respective meaning as set forth in the Agreement), that [Complete as Appropriate]: 1. At the request and for the account of the Authority, we hereby extend the date referenced in the definition of Expiration Date in the Agreement (as such date may have been extended previously from time to time) to [DATE]. 2. Except as specifically provided in paragraph (1) above, all of the terms and conditions of the Agreement remain unchanged and in full force and effect. 3. This Notice of Extension is an integral part of the Agreement.] [The Expiration Date will not be extended at this time.]

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IN WITNESS WHEREOF, the undersigned, on behalf of the Bank, has executed and delivered this Notice of Extension as of the day of , 20___. CITIBANK, N.A. By: Name: Title: [By: Name: Title: cc: [Remarketing Agent] ]

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