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The 2018 Bond Insurer shall be deemed to be the sole holder of the Insured Series 2018 Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Bonds insured by it are entitled to take pursuant to the Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. In furtherance thereof and as a term of the Indenture and each Insured Series 2018 Bond, each holder of an Insured Series 2018 Bond appoint the 2018 Bond Insurer as their agent and attorney-in-fact and agree that the 2018 Bond Insurer may at any time during the continuation of any proceeding by or against the Agency under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an ".Insolvency Proceeding") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim"), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, each holder of an Insured Series 2018 Bond delegate and assign to the 2018 Bond Insurer, to the fullest extent permitted by law, the rights of each holder of an Insured Series 2018 Bond in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. The Trustee acknowledges such appointment, delegation and assignment by each holder of an Insured Series 2018 Bond for the 2018 Bond Insurer's benefit, and agrees to cooperate with the 2018 Bond Insurer in taking any action reasonably necessary or appropriate in connection with such appointment, delegation and assignment. Remedies granted to the holder of an Insured Series 2018 Bond shall expressly include mandamus. No contract shall be entered into or any action taken by which the rights of the 2018 Bond Insurer or security for or sources of payment of the Insured Series 2018 Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the 2018 Bond Insurer. Any interest rate exchange agreement ("Swap Agreement") entered into by the Agency with respect to the Series 2018 Bonds shall meet the following conditions: (i) the Swap Agreement must be entered into to manage interest costs related to, or a hedge against (a) assets then held, or (b) debt then outstanding, or (iii) debt reasonably expected to be issued within the next twelve (12) months, and (ii) the Swap Agreement shall not contain any leverage element or multiplier component greater than 1.Ox unless there is a matching hedge arrangement which effectively off -sets the exposure from any such element or component. Unless otherwise consented to in writing by the 2018 Bond Insurer, any uninsured net settlement, breakage or other termination amount then in effect shall be subordinate to debt service on the Insured Series 2018 Bonds and on any debt on parity with the Bonds. The Agency shall not terminate a Swap Agreement unless it demonstrates to the satisfaction of the 2018 Bond Insurer prior to the payment of any such termination amount that such payment will not cause the Agency to be in default under the Related Documents, including but not limited to, any monetary obligations thereunder. All counterparties or guarantors to any Swap Agreement must have a rating of at least "A-" and "A3" by Standard & Poor's (S&P") and Moody's Investors Service ("Moody's"). If the counterparty or guarantor's rating falls below "A-" or "A3" by either S&P or Moody's, the counterparty or guarantor shall execute a credit support annex to the Swap Agreement, which „ credit support annex shall be acceptable to the 2018 Bond Insurer. If the counterparty or the 4150-2542-5420.3 C2 40990-25 SA -3-80