Common use of FIXED RATE: CONVERSION TO FIXED RATE Clause in Contracts

FIXED RATE: CONVERSION TO FIXED RATE. (i) At the election of the Borrower, the Bonds shall bear interest at the Fixed Rate from and after any Interest Payment Date following compliance by the Borrower with the provisions of this SECTION 202(e). The Fixed Rate shall be established after delivery by the Borrower to the Issuer, the Trustee, the Credit Facility Issuer, if any, the Tender Agent and the Remarketing Agent of: (a) a notice to the effect that the interest rate on the Bonds shall become fixed on the Conversion Date specified in such notice, which notice shall designate the Placement Agent and state whether or not a Credit Facility will be in effect after the Conversion Date and, if so, the name of the Credit Facility Issuer, (b) an opinion of Bond Counsel addressed to the Trustee and the Issuer that the establishment of a Fixed Rate is authorized and permitted under this Indenture and will not cause interest on the Bonds to be includable in the gross income of the Registered Owners for federal income tax purposes and (c) an agreement between the Placement Agent and the Borrower concerning the placement of the Bonds at the Fixed Rate. Such notice and opinion must be delivered not less than 45 nor more than 60 days prior to the Conversion Date. (ii) At least 25 days prior to the proposed Conversion Date, the Placement Agent shall determine the Preliminary Fixed Rate as of such date and shall notify the Trustee and the Borrower of the Preliminary Fixed Rate by telephone, telecopier, telex, telegram or other telecommunication device and upon request shall confirm such notice in writing. (iii) Upon receipt of notice of the Preliminary Fixed Rate, the Trustee shall, as soon as practicable (but in no event more than three Business Days thereafter), mail, in the name of the Issuer, a notice to the owners of the Bonds, which notice shall be in the form attached hereto as Exhibit A. (iv) Each Registered Owner shall be deemed to have tendered its Bonds to the Tender Agent on the date identified as the Conversion Date in the notice given by the Trustee pursuant to SECTION 202(e)(iii). Each Registered Owner shall not be entitled to any payment (including any interest to accrue subsequent to the Conversion Date) other than the purchase price for such Bonds which shall be equal to the unpaid principal amount of such Bonds, and any such Bonds shall no longer be entitled to the benefits of this Indenture, except for the purpose of payment of the purchase price therefor and interest payable on the Conversion Date. Payment of the purchase price of any such Bonds shall be made only upon the presentment and surrender of such Bonds to the Tender Agent. Upon request, the Trustee shall provide the Tender Agent with the address set forth on the Bond Register (as hereinafter defined) for such Registered Owner. In the case of any Bond deemed tendered, the Issuer shall cause to be executed, and the Trustee shall authenticate and deliver to the new Registered Owner as provided in SECTION 301 hereof, a new Bond of like date and tenor in lieu of and in substitution for such Bond deemed to be tendered. (v) On the Conversion Date the Fixed Rate shall be established as follows: (A) if the Placement Agent shall have arranged for the sale of any or all Tendered Bonds at a price equal to the principal amount thereof, the Fixed Rate shall be equal to the interest rate or rates at which such Bonds were sold by the Placement Agent, provided that all Tendered Bonds shall be sold at par and at a rate greater than or equal to the Preliminary Fixed Rate; or (B) if the Placement Agent shall have arranged for the sale of none of the Tendered Bonds, the Fixed Rate shall be equal to the Preliminary Fixed Rate. (vi) If, for any reason, the Fixed Rate is held to be invalid or unenforceable by a court of competent jurisdiction, the Fixed Rate will be 8% per annum. Notwithstanding anything to the contrary contained herein or in the Indenture, the Fixed Rate shall in no event be a rate of interest in excess of the maximum rate permitted by law. (vii) The Fixed Rate shall be computed on the basis of a 360-day year of twelve equal months of 30 days each and interest on the Bonds shall be payable on each Interest Payment Date after the Conversion Date until the principal of, and premium, if any, and interest on the Bonds shall have been paid in full. (viii) Upon the determination of the Fixed Rate, the Trustee shall give notice of the same as soon as practicable (but in no event more than two Business Days thereafter) to the owners of Bonds being converted to bear the Fixed Rate. (ix) On or before the Conversion Date, all Bonds shall be presented to the Trustee for stamping or otherwise noting thereon of the legend: The interest rate on this Bond has been fixed at _____% per annum in accordance with the provisions of this Bond and SECTION 202(e) of the Indenture. (x) Notwithstanding any provision in this Indenture to the contrary, no conversion to the Fixed Rate shall be permitted unless the Trustee, the Issuer and the Remarketing Agent shall have received, at least two (2) Business Days prior to the proposed Conversion Date, a copy of a continuing disclosure agreement imposing obligations upon the

FIXED RATE: CONVERSION TO FIXED RATE. (i1) At The Company has a one-time option to convert the election of the Borrower, interest rate payable on the Bonds shall bear interest at from the Variable Rate to the Fixed Rate from and after any effective on an Interest Payment Date following compliance by the Borrower Company with the provisions of this SECTION 202(eSection 2.2(e). The Fixed Rate shall be established after delivery by the Borrower Company to the Issuer, the Credit Facility Trustee, the Trustee, the Credit Facility Issuer, if any, the Tender Agent and the Remarketing Agent of: : (aA) a notice to the effect that the interest rate on the Bonds shall become fixed on the Conversion Date specified in such notice, which notice shall designate the Placement Agent and shall state whether or not that a Credit Facility will not be in effect after the Conversion Date Date, and, if so, the name of the Credit Facility Issuer, (bB) an opinion of Bond Counsel addressed to the Credit Facility Trustee, the Trustee and the Issuer that the establishment of a Fixed Rate is authorized and permitted under this Indenture and will not cause interest on the Bonds to be includable in the gross income of the Registered Owners for federal income tax purposes and (c) an agreement between the Placement Agent and the Borrower concerning the placement of the Bonds at the Fixed RateIndenture. Such notice and opinion must be delivered not less than 45 thirty (30) nor more than 60 sixty (60) days prior to the Conversion Date. (ii2) At least 25 twenty-five (25) days prior to the proposed Conversion Date, the Placement Agent shall determine the Preliminary Fixed Rate as of such date and shall notify the Credit Facility Trustee, the Trustee and the Borrower Company of the Preliminary Fixed Rate by telephone, telecopier, telex, telegram or other telecommunication device and upon request request, shall confirm such notice in writing. (iii3) Upon receipt of notice of the Preliminary Fixed Rate, the Trustee shall, as soon as practicable (but in no event more than three two (2) Business Days thereafter), mail, in the name of the Issuer, a notice to the owners of the Bonds, Bonds which notice shall be in the form of the Notice of Conversion attached hereto as Exhibit A.A and which shall: (ivA) Each Registered Owner state that the interest rate on the Bonds is being converted to the Fixed Rate effective on the Conversion Date and specify the Conversion Date, (B) state that after the tenth (10th) day preceding the Conversion Date, the owners shall not be entitled to deliver Bonds for purchase pursuant to Section 2.3 hereof, (C) state the Preliminary Fixed Rate, (D) state that depending on market conditions, the Fixed Rate may be higher but in no event lower than the Preliminary Fixed Rate, (E) state that payment of the Bonds will not be supported by a Credit Facility after the Conversion Date, (F) state that the rating on the Bonds (if any) may be reduced or withdrawn on the Conversion Date, (G) state that all owners who desire to retain such Bonds must deliver an Optional Retention Notice to the Trustee by the tenth (10th) day preceding the Conversion Date (or the next succeeding Business Day if such date is not a Business Day) or be deemed to have tendered their Bonds for purchase and must deliver the Bonds to the Trustee on or before the Conversion Date to be stamped with the legend contained in Section 2.2(e)(8) hereof, (H) state that the delivery by the Company to the Trustee of a letter from Bond Counsel dated as of the Conversion Date confirming the opinion received pursuant to the notice is a condition precedent to a conversion to a Fixed Rate, and (I) state that in order to receive payment of the purchase price of any Bond which is deemed to have been tendered, the owner of such Bond must deliver such Bond to a specified office of the Tender Agent before 10:00 a.m. (prevailing Eastern time) on the Conversion Date. (4) The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion required prior to the notification described above on such Conversion Date is a condition precedent to any such conversion. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, such conversion shall not take effect, and the Bonds shall continue to bear interest at the Variable Rate. (5) Any owner of Bonds to be converted to a Fixed Rate not providing the Trustee with the Optional Retention Notice shall be deemed to have tendered its Bonds to the Tender Agent on the date identified as the Conversion Date in the notice given by the Trustee pursuant to SECTION 202(e)(iii)Agent. Each Registered Owner Said owner shall not be entitled to any payment (including any interest to accrue subsequent subsequently to the Conversion Date) other than the purchase price for such Bonds which shall be equal to the unpaid principal amount of such Bonds, and any such Bonds shall no longer be entitled to the benefits of this Indenture, except for the purpose of payment of the purchase price therefor and interest payable on the Conversion Date. Payment of the purchase price of any such Bonds shall be made only upon the presentment and surrender of such Bonds to the Tender Agent. Upon request, the Trustee shall provide the Tender Agent with the address set forth on the Bond Register (as hereinafter defined) for such Registered Ownerowner. The Trustee shall notify the Bond Registrar of all Bonds with respect to which the Trustee has not received Optional Retention Notices, which Bonds shall be deemed to be tendered for purchase on the Conversion Date. In the case of any Bond deemed tendered, the Issuer shall cause to be executed, and the Trustee shall authenticate and deliver to the new Registered Owner owner as provided in SECTION 301 Section 3.1 hereof, a new Bond of like date and tenor in lieu of and in substitution for such Bond deemed to be tendered. (v6) On the Conversion Date Date, the Fixed Rate shall be established as follows: (A) if any of the Bonds have been tendered or deemed tendered for purchase, then: (i) if the Placement Agent shall have arranged for the sale of any or all Tendered Bonds at a price equal to the principal amount thereof, the Fixed Rate shall be equal to the interest rate or rates at which such Bonds were sold by the Placement Agent, provided that all Tendered Bonds shall be sold at par and at a rate greater than or equal to the Preliminary Fixed Rate; or (Bii) if the Placement Agent shall have arranged for the sale of none of the Tendered Bonds, the Fixed Rate shall be equal to the Preliminary Fixed Rate.; or (viB) If, for any reason, if all owners of the Fixed Rate is held Bonds elect to be invalid or unenforceable by a court of competent jurisdiction, the Fixed Rate will be 8% per annum. Notwithstanding anything to the contrary contained herein or in the Indentureretain such Bonds, the Fixed Rate shall in no event be a rate of interest in excess of equal to the maximum rate permitted by lawPreliminary Fixed Rate. (vii7) The Fixed Rate shall be computed on the basis of a 360-day year of twelve equal months of 30 days each and interest on the Bonds shall be payable on each Interest Payment Date after On the Conversion Date until Date, the principal of, and premium, if any, and interest on Placement Agent shall give written notice to the Bonds shall have been paid in full. (viii) Upon the determination Trustee of the Fixed Rate, Rate and the Trustee shall give notice of the same as soon as practicable (but in no event more than two (2) Business Days thereafter) to the owners of Bonds being converted to bear the Fixed Rate. (ix) 8) On or before the Conversion Date, all Bonds shall be presented to the Trustee for stamping or otherwise noting thereon of the legend: The interest rate on this Bond has been fixed at _____% per annum in accordance with the provisions of this Bond and SECTION 202(e) of the Indenture. (x) Notwithstanding any provision in this Indenture to the contrary, no conversion to the Fixed Rate shall be permitted unless the Trustee, the Issuer and the Remarketing Agent shall have received, at least two (2) Business Days prior to the proposed Conversion Date, a copy of a continuing disclosure agreement imposing obligations upon the:

FIXED RATE: CONVERSION TO FIXED RATE. (i1) At The Issuer at the election written direction of the Borrower, Company has a one-time option to convert the interest rate payable on the Bonds shall bear interest at from the Variable Rate to the Fixed Rate from and after any effective on an Interest Payment Date following compliance by the Borrower Issuer with the provisions of this SECTION 202(eSection 2.2(e). The Fixed Rate shall be established after delivery by the Borrower Issuer to the Issuer, the Trustee, the Credit Facility Issuer, if any, the Tender Agent and the Remarketing Agent of: (a) of a notice to the effect that the interest rate on the Bonds shall become fixed on the Conversion Date specified in such notice, which notice shall designate the Placement Agent and shall state whether or not that a Credit Facility will not be in effect after the Conversion Date and, if so, the name of the Credit Facility Issuer, (b) an opinion of Bond Counsel addressed to the Trustee and the Issuer that the establishment of a Fixed Rate is authorized and permitted under this Indenture and will not cause interest on the Bonds to be includable in the gross income of the Registered Owners for federal income tax purposes and (c) an agreement between the Placement Agent and the Borrower concerning the placement of the Bonds at the Fixed Rate. Such notice and opinion must be delivered not less than 45 nor more than 60 days prior to the Conversion Date. (ii2) At least 25 twenty-five (25) days prior to the proposed Conversion Date, the Placement Agent shall determine the Preliminary Fixed Rate as of such date and shall notify the Trustee and the Borrower Issuer of the Preliminary Fixed Rate by telephone, telecopier, telex, telegram or other telecommunication device and upon request request, shall confirm such notice in writing. (iii3) Upon receipt of notice of the Preliminary Fixed Rate, the Trustee shall, as soon as practicable (but in no event more than three two (2) Business Days thereafter), mail, in the name of the Issuer, a notice to the owners of the Bonds, Bonds which notice shall be in the form of the Notice of Conversion attached hereto to this Indenture as Exhibit A.A and which shall: (ivA) Each Registered Owner state that the interest rate on the Bonds is being converted to the Fixed Rate effective on the Conversion Date and specify the Conversion Date, (B) state that after the tenth (10th) day preceding the Conversion Date, the owners shall not be entitled to deliver Bonds for purchase pursuant to the Optional Tender Provisions of Section 2.3 hereof, (C) state the Preliminary Fixed Rate, (D) state that depending on market conditions, the Fixed Rate may be higher but in no event lower than the Preliminary Fixed Rate, (E) state that payment of the Bonds will not be supported by a Credit Facility, (F) state that the rating on the Bonds (if any) may be reduced or withdrawn on the Conversion Date, (G) state that all owners who desire to retain such Bonds must deliver an Optional Retention Notice to the Trustee by the tenth (10th) day preceding the Conversion Date (or the next succeeding Business Day if such date is not a Business Day) or be deemed to have tendered their Bonds for purchase and must deliver the Bonds to the Trustee on or before the Conversion Date to be stamped with the legend contained in Section 2.2(e)(8) hereof, (H) state that in order to receive payment of the purchase price of any Bond which is deemed to have been tendered, the owner of such Bond must deliver such Bond to a specified office of the Tender Agent before 10:00 a.m. (prevailing Eastern time) on the Conversion Date. (4) The Issuer shall provide a Credit Facility in support of the Bonds to be converted to a Fixed Rate on or prior to the Conversion Date. Such Credit Facility and an opinion of counsel providing for the enforceability of such Credit Facility shall be provided to the Trustee, and such Credit Facility shall have amounts available thereunder to pay the aggregate principal amount of the Bonds then Outstanding plus an amount of interest based on actual rates on the Bonds for at least 200 days. (5) Any owner of Bonds to be converted to a Fixed Rate not providing the Trustee with the Optional Retention Notice shall be deemed to have tendered its Bonds to the Tender Agent on the date identified as the Conversion Date in the notice given by the Trustee pursuant to SECTION 202(e)(iii)Agent. Each Registered Owner Said owner shall not be entitled to any payment (including any interest to accrue subsequent subsequently to the Conversion Date) other than the purchase price for such Bonds which shall be equal to the unpaid principal amount of such Bonds, and any such Bonds shall no longer be entitled to the benefits of this Indenture, except for the purpose of payment of the purchase price therefor and interest payable on the Conversion Date. Payment of the purchase price of any such Bonds shall be made only upon the presentment and surrender of such Bonds to the Tender Agent. Upon request, the Trustee shall provide the Tender Agent with the address set forth on the Bond Register (as hereinafter defined) for such Registered Ownerowner. The Trustee shall notify the Bond Registrar of all Bonds with respect to which the Trustee has not received Optional Retention Notices, which Bonds shall be deemed to be tendered for purchase on the Conversion Date. In the case of any Bond deemed tendered, the Issuer shall cause to be executed, and the Trustee shall authenticate and deliver to the new Registered Owner owner as provided in SECTION 301 Section 3.1 hereof, a new Bond of like date and tenor in lieu of and in substitution for such Bond deemed to be tendered. (v6) On the Conversion Date Date, the Fixed Rate shall be established as follows: (A) if any of the Bonds have been tendered or deemed tendered for purchase, then: (i) if the Placement Agent shall have arranged for the sale of any or all Tendered Bonds at a price equal to the principal amount thereof, the Fixed Rate shall be equal to the interest rate or rates at which such Bonds were sold by the Placement Agent, provided that all Tendered Bonds shall be sold at par and at a rate greater than or equal to the Preliminary Fixed Rate; or (Bii) if the Placement Agent shall have arranged for the sale of none of the Tendered Bonds, the Fixed Rate shall be equal to the Preliminary Fixed Rate.; or (viB) If, for any reason, if all owners of the Fixed Rate is held Bonds elect to be invalid or unenforceable by a court of competent jurisdiction, the Fixed Rate will be 8% per annum. Notwithstanding anything to the contrary contained herein or in the Indentureretain such Bonds, the Fixed Rate shall in no event be a rate of interest in excess of equal to the maximum rate permitted by lawPreliminary Fixed Rate. (vii7) The Fixed Rate shall be computed on the basis of a 360-day year of twelve equal months of 30 days each and interest on the Bonds shall be payable on each Interest Payment Date after On the Conversion Date until Date, the principal of, and premium, if any, and interest on Placement Agent shall give written notice to the Bonds shall have been paid in full. (viii) Upon the determination Trustee of the Fixed Rate, Rate and the Trustee shall give notice of the same as soon as practicable (but in no event more than two (2) Business Days thereafter) to the owners of Bonds being converted to bear the Fixed Rate. (ix) 8) On or before the Conversion Date, all Bonds shall be presented to the Trustee for stamping or otherwise noting thereon of the legend: The "Effective __________, _________, the interest rate on this Bond has been fixed at _____% per annum in accordance with the provisions of this Bond and SECTION 202(eSection 2.2(e) of the Indenture. There is not a Credit Facility in effect. (x) Notwithstanding any provision " All expenses incurred in this Indenture to connection with the contrary, no conversion to Trustee's stamping of the Fixed Rate aforementioned legend on the Bonds shall be permitted unless paid by the Trustee, the Issuer and the Remarketing Agent shall have received, at least two (2) Business Days prior to the proposed Conversion Date, a copy of a continuing disclosure agreement imposing obligations upon theIssuer.

FIXED RATE: CONVERSION TO FIXED RATE. (i1) At the election of the Borrower, the Bonds shall bear interest at the Fixed Rate from and after any Interest Payment Date following compliance by the Borrower with the provisions of this SECTION Section 202(e). The Fixed Rate shall be established after delivery by the Borrower to the Issuer, the Trustee, the Credit Facility Trustee, the Credit Facility Issuer, if any, the Tender Agent and the Remarketing Agent of: (ai) a notice to the effect that the interest rate on the Bonds shall become fixed on the Conversion Date specified in such notice, which notice shall designate the Placement Agent and state whether or not a Credit Facility will be in effect after the Conversion Date and, if so, the name of the Credit Facility Issuer, (bii) an opinion of Co-Bond Counsel addressed to the Trustee and the Issuer that the establishment of a Fixed Rate is authorized and permitted under this Indenture and will not cause interest on the Bonds to be includable in the gross income of the Registered Owners for federal income tax purposes and (ciii) an agreement between the Placement Agent and the Borrower concerning the placement of the Bonds at the Fixed Rate. Such notice and opinion must be delivered not less than 45 30 nor more than 60 days prior to the Conversion Date. (ii2) At least 25 days prior to the proposed Conversion Date, the Placement Agent Trustee shall determine the Preliminary Fixed Rate as of such date and shall notify the Trustee and the Borrower of the Preliminary Fixed Rate by telephone, telecopier, telex, telegram or other telecommunication device and upon request shall confirm such notice in writing. (iii) Upon receipt of notice of the Preliminary Fixed Rate, the Trustee shall, as soon as practicable (but in no event more than three Business Days thereafter), mail, in the name of the Issuer, a notice to the owners of the Bonds, which notice shall be in the form attached hereto as Exhibit A.B. (iv3) Each Any Registered Owner that (i) does not provide the Trustee with the Optional Retention Notice at least 15 days prior to the Conversion Date and (ii) fails to deliver its Bonds not subject to an Optional Retention Notice at or prior to 10:00 a.m. on the Conversion Date, shall be deemed to have tendered its Bonds to the Tender Agent on the date identified as the Conversion Date in the notice given by the Trustee pursuant to SECTION 202(e)(iii)Date. Each Said Registered Owner shall not be entitled to any payment (including any interest to accrue subsequent to the Conversion Date) other than the purchase price for such Bonds which shall be equal to the unpaid principal amount of such Bonds, and any such Bonds shall no longer be entitled to the benefits of this Indenture, except for the purpose of payment of the purchase price therefor and interest payable on the Conversion Date. Payment of the purchase price of any such Bonds shall be made only upon the presentment and surrender of such Bonds to the Tender Agent. Upon request, the Trustee shall provide the Tender Agent with the address set forth on the Bond Register (as hereinafter defined) for such Registered Owner. The Trustee shall notify the Bond Registrar of all Bonds with respect to which the Trustee has not received Optional Retention Notices, which Bonds shall be deemed to be tendered for purchase on the Conversion Date. In the case of any Bond deemed tendered, the Issuer shall cause to be executed, and the Trustee shall authenticate and deliver to the new Registered Owner as provided in SECTION Section 301 hereof, a new Bond of like date and tenor in lieu of and in substitution for such Bond deemed to be tendered. (v4) On The rate of interest borne by the Bonds from and including the Conversion Date until the maturity or prior redemption of the Bonds shall be the Fixed Rate shall be established as follows: (A) if determined by the Placement Agent shall have arranged for on the sale of any seventh day (or all Tendered Bonds at the immediately following Business Day if such seventh day is not a price equal Business Day) prior to the principal amount thereof, the Fixed Rate shall be equal to the interest rate or rates at which such Bonds were sold by the Placement Agent, provided that all Tendered Bonds shall be sold at par and at a rate greater than or equal to the Preliminary Fixed Rate; or (B) if the Placement Agent shall have arranged for the sale of none of the Tendered Bonds, the Fixed Rate shall be equal to the Preliminary Fixed RateConversion Date. (vi5) If, for any reason, the Fixed Rate is held to be invalid or unenforceable by a court of competent jurisdiction, the Fixed Rate will be 8% per annum. Notwithstanding anything to the contrary contained herein or in the Indenture, the Fixed Rate shall in no event be a rate of interest in excess of the maximum rate permitted by law. (vii6) The Fixed Rate shall be computed on the basis of a 360-360- day year of twelve equal months of 30 days each and interest on the Bonds shall be payable on each Interest Payment Date after the Conversion Date until the principal of, and premium, if any, and interest on the Bonds shall have been paid in full. (viii7) Upon the determination of the Fixed Rate, the Placement Agent shall promptly notify the Trustee shall give notice of the same as soon as practicable (but in no event more than two Business Days thereafter) to the owners of Bonds being converted to bear the Fixed Ratewriting. (ix) 8) On or before the Conversion Date, all Bonds shall be presented to the Trustee for stamping or otherwise noting thereon of the legend: "The interest rate on this Bond has been fixed at _____% per annum in accordance with the provisions of this Bond and SECTION Section 202(e) of the Indenture. (x9) Notwithstanding any provision Following the conversion of the interest rate on the Bonds to a Fixed Rate on the Conversion Date, the Credit Facility Trustee shall assign all of its right, title and interest in, and duties and obligations under, this Indenture and the other Bond Documents to the Trustee, and the Trustee shall accept such assignment. Thereafter all references in this Indenture and the other Bond Documents to the contraryCredit Facility Trustee shall mean the Trustee. However, no conversion if there is a mandatory purchase of any Bonds on the Conversion Date in accordance with Section 701(e) hereof, the Credit Facility Trustee shall submit any drawing under the Credit Facility required in connection therewith prior to making the assignment to the Fixed Rate shall be permitted unless the Trustee, the Issuer and the Remarketing Agent shall have received, at least two (2) Business Days prior to the proposed Conversion Date, a copy of a continuing disclosure agreement imposing obligations upon theTrustee as described in this subsection.

FIXED RATE: CONVERSION TO FIXED RATE. (i1) At the election of the BorrowerIssuer, the Bonds shall bear interest at the Fixed Rate from and after any Interest Payment Date following compliance by the Borrower Issuer with the provisions of this SECTION Section 202(e). The Fixed Rate shall be established after delivery by the Borrower Issuer to the Issuer, the Trustee, the Credit Facility Issuer, if any, the Tender Agent and the Remarketing Agent Agents of: (ai) a notice to the effect that the interest rate on the Bonds shall become fixed on the Conversion Date specified in such notice, which notice shall designate the Placement Agent Agents and state whether or not a Credit Facility will be in effect after the Conversion Date and, if so, the name of the Credit Facility Issuer, (b) an opinion of Bond Counsel addressed to the Trustee and the Issuer that the establishment of a Fixed Rate is authorized and permitted under this Indenture and will not cause interest on the Bonds to be includable in the gross income of the Registered Owners for federal income tax purposes and (cii) an agreement between the Placement Agent Agents and the Borrower Issuer concerning the placement of the Bonds at the Fixed Rate. Such notice and opinion must be delivered not less than 45 30 nor more than 60 days prior to the Conversion Date. (ii2) At least 25 days prior to the proposed Conversion Date, the Placement Agent Agents shall determine the Preliminary Fixed Rate as of such date and shall notify the Trustee and the Borrower of the Preliminary Fixed Rate by telephone, telecopier, telex, telegram or other telecommunication device and upon request shall confirm such notice in writing. (iii3) Upon receipt of notice of the Preliminary Fixed Rate, the Trustee shall, as soon as practicable (but in no event more than three Business Days thereafter), mail, in the name of the Issuer, a notice to the owners Owners of the Bonds, which notice shall be in the form attached hereto as Exhibit A. (iv4) Each Registered Owner All Bonds whether or not tendered shall be deemed to have been tendered its Bonds to the Tender Agent on the date identified as the Conversion Date in the notice given by the Trustee pursuant to SECTION 202(e)(iii). Each Registered Owner shall not be entitled to any payment (including any interest to accrue subsequent to the Conversion Date) other than the purchase price for such Bonds which shall be equal to the unpaid principal amount of such Bonds, and any such Bonds shall no longer be entitled to the benefits of this Indenture, except for the purpose of payment of the purchase price therefor and interest payable on the Conversion Date. Payment of the purchase price of any such Bonds shall be made only upon the presentment and surrender of such Bonds to the Tender Agent. Upon request, the Trustee shall provide the Tender Agent with the address set forth on the Bond Register (as hereinafter defined) for such Registered Owner. In the case of any Bond deemed tendered, the Issuer shall cause to be executed, and the Trustee shall authenticate and deliver to the new Registered Owner as provided in SECTION 301 hereof, a new Bond of like date and tenor in lieu of and in substitution for such Bond deemed to be tendered. (v) On the Conversion Date the Fixed Rate shall be established as follows: (A) if the Placement Agent shall have arranged for the sale of any or all Tendered Bonds at a price equal to the principal amount thereof, the Fixed Rate shall be equal to the interest rate or rates at which such Bonds were sold by the Placement Agent, provided that all Tendered Bonds shall be sold at par and at a rate greater than or equal to the Preliminary Fixed Rate; or (B) if the Placement Agent shall have arranged for the sale of none of the Tendered Bonds, the Fixed Rate shall be equal to the Preliminary Fixed Rate. (vi) If, for any reason, the Fixed Rate is held to be invalid or unenforceable by a court of competent jurisdiction, the Fixed Rate will be 8% per annum. Notwithstanding anything to the contrary contained herein or in the Indenture, the Fixed Rate shall in no event be a rate of interest in excess of the maximum rate permitted by law. (vii) The Fixed Rate shall be computed on the basis of a 360-day year of twelve equal months of 30 days each and interest on the Bonds shall be payable on each Interest Payment Date after the Conversion Date until the principal of, and premium, if any, and interest on the Bonds shall have been paid in full. (viii) Upon the determination of the Fixed Rate, the Trustee shall give notice of the same as soon as practicable (but in no event more than two Business Days thereafter) to the owners of Bonds being converted to bear the Fixed Rate. (ix) On or before the Conversion Date, all Bonds shall be presented to the Trustee for stamping or otherwise noting thereon of the legend: The interest rate on this Bond has been fixed at _____% per annum in accordance with the provisions of this Bond and SECTION 202(e) of the Indenture. (x) Notwithstanding any provision in this Indenture to the contrary, no conversion to the Fixed Rate shall be permitted unless the Trustee, the Issuer and the Remarketing Agent shall have received, at least two (2) Business Days prior to the proposed Conversion Date, a copy of a continuing disclosure agreement imposing obligations upon theThe

FIXED RATE: CONVERSION TO FIXED RATE. (i1) At The Lessee has a one-time option to convert the election of the Borrower, interest rate payable on the Bonds shall bear interest at from the Variable Rate to the Fixed Rate from and after any effective on an Interest Payment Date following compliance by the Borrower Lessee with the provisions of this SECTION 202(eSection 2.2(e). The Fixed Rate shall be established after delivery by the Borrower Lessee to the Issuer, the Trustee, the Credit Facility Issuer, if any, the Tender Agent and the Remarketing Agent of: : (aA) a notice to the effect that the interest rate on the Bonds shall become fixed on the Conversion Date specified in such notice, which notice shall designate the Placement Agent and shall state whether or not that a Credit Facility will not be in effect after the Conversion Date Date, and, if so, the name of the Credit Facility Issuer, (bB) an opinion of Bond Counsel addressed to the Trustee and the Issuer that the establishment of a Fixed Rate is authorized and permitted under this Indenture and, if the Bonds are then the Tax-Exempt Series Bonds, will not, in and will not of itself, cause interest on the Bonds to be includable in the gross income of the Registered Owners owners thereof for federal income tax purposes and (c) an agreement between the Placement Agent and the Borrower concerning the placement of the Bonds at the Fixed Ratepurposes. Such notice and opinion must be delivered not less than 45 thirty (30) nor more than 60 sixty (60) days prior to the Conversion Date. (ii2) At least 25 twenty-five (25) days prior to the proposed Conversion Date, the Placement Agent shall determine the Preliminary Fixed Rate as of such date and shall notify the Trustee and the Borrower Lessee of the Preliminary Fixed Rate by telephone, telecopier, telex, telegram or other telecommunication device and upon request request, shall confirm such notice in writing. (iii3) Upon receipt of notice of the Preliminary Fixed Rate, the Trustee shall, as soon as practicable (but in no event more than three two (2) Business Days thereafter), mail, in the name of the Issuer, a notice to the owners of the Bonds, Bonds which notice shall be in the form of the Notice of Conversion attached hereto as Exhibit A.A and which shall: (ivA) Each Registered Owner state that the interest rate on the Bonds is being converted to the Fixed Rate effective on the Conversion Date and specify the Conversion Date, (B) state that after the tenth (10th) day preceding the Conversion Date, the owners shall not be entitled to deliver Bonds for purchase pursuant to Section 2.3 hereof, (C) state the Preliminary Fixed Rate, (D) state that depending on market conditions, the Fixed Rate may be higher but in no event lower than the Preliminary Fixed Rate, (E) state that payment of the Bonds will not be supported by a Credit Facility after the Conversion Date, (F) state that the rating on the Bonds (if any) may be reduced or withdrawn on the Conversion Date, (G) state that all owners who desire to retain such Bonds must deliver an Optional Retention Notice to the Trustee by the tenth (10th) day preceding the Conversion Date (or the next succeeding Business Day if such date is not a Business Day) or be deemed to have tendered their Bonds for purchase and must deliver the Bonds to the Trustee on or before the Conversion Date to be stamped with the legend contained in Section 2.2(e)(8) hereof, (H) state that the delivery by the Lessee to the Trustee of a letter from Bond Counsel dated as of the Conversion Date confirming the opinion received pursuant to the notice is a condition precedent to a conversion to a Fixed Rate, and (I) state that in order to receive payment of the Purchase Price of any Bond which is deemed to have been tendered, the owner of such Bond must deliver such Bond to a specified office of the Tender Agent before 10:00 a.m. (prevailing Eastern time) on the Conversion Date. (4) The delivery by the Lessee to the Trustee of a letter from Bond Counsel confirming the opinion required prior to the notification described above on such Conversion Date is a condition precedent to any such conversion. In the event the Lessee fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, such conversion shall not take effect, and the Bonds shall continue to bear interest at the Variable Rate. (5) Any owner of Bonds to be converted to a Fixed Rate not providing the Trustee with the Optional Retention Notice shall be deemed to have tendered its Bonds to the Tender Agent on the date identified as the Conversion Date in the notice given by the Trustee pursuant to SECTION 202(e)(iii)Agent. Each Registered Owner Said owner shall not be entitled to any payment (including any interest to accrue subsequent subsequently to the Conversion Date) other than the purchase price Purchase Price for such Bonds which shall be equal to the unpaid principal amount of and accrued interest to the Conversion Date on such Bonds, and any such Bonds shall no longer be entitled to the benefits of this Indenture, except for the purpose of payment of the purchase price therefor and interest payable on the Conversion DatePurchase Price therefor. Payment of the purchase price Purchase Price of any such Bonds shall be made only upon the presentment and surrender of such Bonds to the Tender Agent. Upon request, the Trustee shall provide the Tender Agent with the address set forth on the Bond Register (as hereinafter defined) for such Registered Owner. In the case of any Bond deemed tendered, the Issuer shall cause to be executed, and the Trustee shall authenticate and deliver to the new Registered Owner as provided in SECTION 301 hereof, a new Bond of like date and tenor in lieu of and in substitution for such Bond deemed to be tendered. (v) On the Conversion Date the Fixed Rate shall be established as follows: (A) if the Placement Agent shall have arranged for the sale of any or all Tendered Bonds at a price equal to the principal amount thereof, the Fixed Rate shall be equal to the interest rate or rates at which such Bonds were sold by the Placement Agent, provided that all Tendered Bonds shall be sold at par and at a rate greater than or equal to the Preliminary Fixed Rate; or (B) if the Placement Agent shall have arranged for the sale of none of the Tendered Bonds, the Fixed Rate shall be equal to the Preliminary Fixed Rate. (vi) If, for any reason, the Fixed Rate is held to be invalid or unenforceable by a court of competent jurisdiction, the Fixed Rate will be 8% per annum. Notwithstanding anything to the contrary contained herein or in the Indenture, the Fixed Rate shall in no event be a rate of interest in excess of the maximum rate permitted by law. (vii) The Fixed Rate shall be computed on the basis of a 360-day year of twelve equal months of 30 days each and interest on the Bonds shall be payable on each Interest Payment Date after the Conversion Date until the principal of, and premium, if any, and interest on the Bonds shall have been paid in full. (viii) Upon the determination of the Fixed Rate, the Trustee shall give notice of the same as soon as practicable (but in no event more than two Business Days thereafter) to the owners of Bonds being converted to bear the Fixed Rate. (ix) On or before the Conversion Date, all Bonds shall be presented to the Trustee for stamping or otherwise noting thereon of the legend: The interest rate on this Bond has been fixed at _____% per annum in accordance with the provisions of this Bond and SECTION 202(e) of the Indenture. (x) Notwithstanding any provision in this Indenture to the contrary, no conversion to the Fixed Rate shall be permitted unless the Trustee, the Issuer and the Remarketing Agent shall have received, at least two (2) Business Days prior to the proposed Conversion Date, a copy of a continuing disclosure agreement imposing obligations upon thesuch