Common use of Mandatory Tender Clause in Contracts

Mandatory Tender. If at any time the Issuer at the direction of the Borrower shall convert the interest rate on the Bonds to a different Interest Rate Mode, on the Interest Period Reset Date upon which such conversion is effective, all Bonds and Beneficial Ownership Interests shall be subject to mandatory tender by the Holders or Beneficial Owners thereof for purchase on the Interest Period Reset Date (a "Bond Purchase Date") at the applicable purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is the next Interest Rate Adjustment Date or, if such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Mode, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall be deemed to have been tendered whether or not the Holders thereof shall have delivered such Bonds to the Registrar and without the need for further action of the Beneficial Owners. Subject to the right of the Holders of such Bonds or Beneficial Owners of such Beneficial Ownership Interests to receive the purchase price of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, pursuant to the remarketing of such Bonds or Beneficial Ownership Interests.

Mandatory Tender. If The Bonds are subject to mandatory tender in whole (except as provided in (b) below) by the Bondholders to the Tender Agent at any time the Issuer at the direction its Principal Office on each date described below: (a) On each Conversion Date (provided that, if less than all of the Borrower shall convert Bonds are being converted from the interest rate on CP Rate Mode to the Weekly Rate Mode as described in this Indenture, only the Bonds to a different Interest Rate Mode, on the Interest Period Reset Date upon which such conversion is effective, all Bonds and Beneficial Ownership Interests being converted shall be subject to mandatory tender tender); (b) On each CP Rate Reset Date with respect to any Bond (provided that only those Bonds whose interest rates are being reset on such date shall be subject to mandatory tender); (c) On the Business Day prior to either (i) the scheduled stated expiration date or date of termination of the Letter of Credit, if the Trustee has not received by the Holders 25th day preceding such scheduled Letter of Credit expiration or Beneficial termination date either an extension of the then-existing Letter of Credit or an Alternate Credit Facility meeting the requirements set forth therefor in Section 5.03, including the Maintenance of Rating requirement (as defined in Section 5.03(b)), or (ii) the date on which the existing Letter of Credit is to be released pursuant to Section 5.03(c); (d) On the date of substitution of an Alternate Credit Facility for the then-existing Letter of Credit if the Trustee has not received evidence of a Maintenance of Rating with respect thereto on or prior to such substitution date; and (e) On each optional redemption date pursuant to Section 3.01 for which the Company has elected to purchase Bonds in lieu of an optional redemption pursuant to Section 3.01(c) hereof. The purchase price of Bonds subject to mandatory tender shall be 100% of the principal amount thereof (except in the case of a mandatory tender described in paragraphs (c), (d) or (e) above, during, but prior to the expiration date of, an Adjustable Rate Period, in which case the purchase price shall include a premium equal to the then-applicable optional redemption premium, if any, on the Bonds), plus accrued and unpaid interest, if any, to the purchase date. Not later than 20 days prior to a mandatory tender date described in (b), (c), or (d) above, the Trustee shall mail notice to all Owners thereof of Bonds subject to mandatory tender, the Remarketing Agent, the Bank, the Company, the Rating Agencies and the Tender Agent stating that (i) due to the occurrence of one of the events described above (which event shall be specified), such Bonds will be subject to mandatory tender on the mandatory tender date (which date shall be specified), (ii) that, subject to clause (iv) below, all such Owners who fail to tender their Bonds for purchase on the Interest Period Reset Date mandatory tender date will nonetheless be deemed to have tendered their Bonds for 28 purchase on such date, (a "Bond Purchase Date"iii) that, subject to clause (iv) below, any such Bonds not delivered to the Tender Agent on or prior to the mandatory tender date, for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent on or prior to the mandatory tender date Available Moneys sufficient to pay the purchase price of such Undelivered Bonds on the mandatory tender date, shall be deemed to have been so purchased at the applicable purchase price, and such Bonds shall no longer be considered to be Outstanding for purposes of this Indenture and shall no longer be entitled to the benefits of this Indenture, except for the payment of the purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering thereof (and no interest shall accrue thereon subsequent to the Registrar a written notice no later than 11:00 a.m. according to mandatory tender date), and (iv) that notwithstanding the local time at foregoing, while the principal corporate trust office of Bonds are held in the Registrar Book-Entry System, Bonds need not be physically tendered on the eighth Business Day prior to such Interest Period Reset Date or mandatory tender date, and transfers of beneficial ownership interests will be effected by 11:00 a.m. according to the local time at the principal corporate trust office Securities Depository in accordance with its rules and procedures. Notice of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that mandatory tenders described in clauses (a) such Holder and (e) above shall be given as part of the notice of conversion referenced in Section 2.02(f)(ii) or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Modenotice of redemption referenced in Section 3.04, (b) unless the interest rate respectively. No failure on the Trustee's part to give any such notice shall affect the requirement that Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is on the next Interest Rate Adjustment Date ormandatory tender date. When Bonds are not in a Book-Entry System, Undelivered Bonds shall, if Available Moneys sufficient to pay the purchase price of such Bonds are being converted to in full and available for the Fixed Interest Rate, that purchase of such Bonds may no longer be tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating have been deposited with the Tender Agent on the Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Modemandatory tender date, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall be deemed to have been tendered whether or not for purchase on the Holders thereof mandatory tender date, and from such date shall have delivered such Bonds no longer be deemed to the Registrar and without the need for further action of the Beneficial Ownersbe Outstanding. Subject to the right of the Holders Owners of such Bonds shall have no rights or Beneficial Owners of such Beneficial Ownership Interests benefits under this Indenture other than to receive the purchase price for such Bonds upon surrender of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset DateTender Agent, such and no interest shall accrue thereon subsequent to the mandatory tender date. Notwithstanding the foregoing, if on any mandatory tender date the Bonds or Beneficial Ownership Interests shall be null in the Book-Entry System, it shall not be necessary that Bonds be physically tendered to the Tender Agent on the mandatory tender date. Transfers of beneficial ownership interests shall be effected in accordance with the rules and void procedures established by the Securities Depository. Upon the occurrence of any mandatory tender described in paragraphs (c), (d), (e) or (f) above during an Adjustable Rate Period, commencing on the date of such mandatory tender the Bonds shall bear interest in a Mode (and, in the case of the Adjustable Rate Mode, for an Adjustable Rate Period) to be designated by the Company by notice to the Trustee given to the Trustee at least 25 days prior to such date; provided, however, the said designated Mode or Adjustable Rate Period shall be effective on the mandatory tender date only if each prerequisite to a conversion specified in Section 2.02(f) shall have been satisfied. If the Company makes no designation of a Mode or an Adjustable Rate Period, or if the prerequisites of Section 2.02(f) have not been satisfied, then, upon the mandatory tender date, the Bonds, subject to the same qualifications and exceptions as are set forth in the second paragraph of Section 2.02(e), shall convert automatically to the Weekly Rate Mode, and the Trustee Bonds thereupon shall cause to be authenticated and delivered new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, bear interest at the Weekly Rate determined pursuant to the remarketing of such Bonds or Beneficial Ownership InterestsSection 2.02(b).

Mandatory Tender. If at any time the Issuer at the direction of the Borrower shall convert the interest rate on the ‌ (a) All Outstanding Bonds to a different Interest Rate Mode, on the Interest Period Reset Date upon which such conversion is effective, all Bonds and Beneficial Ownership Interests shall be subject to mandatory tender by the Holders for purchase in whole and not in part on each Mandatory Tender Date. The purchase price for each such Bond shall be payable in lawful money of the United States of America by check or Beneficial Owners draft, shall equal 100% of the principal amount to be purchased and accrued interest, if any, to the Mandatory Tender Date, and shall be paid in full on the applicable Mandatory Tender Date. Notwithstanding the foregoing, if the Notice of Conversion has not been delivered establishing the Conversion Date and resulting Mandatory Tender Date the Bonds must be remarketed on such Mandatory Tender Date subject to meeting the requirements set forth below. (b) The Mandatory Tender Dates shall consist of (i) the earliest of (A) the Initial Mandatory Tender Date, (B) the Conversion Date and (C) the Forward Commitment Maturity Date, and (ii) any subsequent dates for mandatory tender of the Bonds established by the Borrower with the consent of the Remarketing Agent in connection with a remarketing of the Bonds pursuant to Section 3.03 hereof. (c) While tendered Bonds are in the custody of the Trustee pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the owners thereof for purchase all purposes, and interest accruing on tendered Bonds through the Interest Period Reset Date (a "Bond Purchase Date") at day preceding the applicable purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Mandatory Tender Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is the next Interest Rate Adjustment Date or, paid as if such Bonds are being converted had not been tendered for purchase. (d) Notwithstanding anything herein to the Fixed Interest Ratecontrary, that any Bond tendered under this Section 3.01 will not be purchased if such Bond matures or is redeemed on or prior to the applicable Mandatory Tender Date. (e) The Trustee shall utilize the following sources of payments to pay the tender price of the Bonds may no longer be not later than 2:30 p.m. Local Time on the Mandatory Tender Date in the following priority: (i) amounts representing proceeds of remarketed Bonds deposited in the Remarketing Proceeds Account, to pay the principal amount, plus accrued interest, of Bonds tendered for purchase, (cii) such Holder or Beneficial Owner realizes that on the Conversion Date, amounts on deposit in the Permanent Loan Purchase Fund, to pay the tender price of Bonds tendered for purchase in an amount equal to the Actual Project Loan Amount, (iii) on any securities rating Mandatory Tender Date other than the Conversion Date, amounts on deposit in the Collateral Fund (and/or other Eligible Funds hereunder), to pay the principal amount of Bonds tendered for purchase, (iv) amounts on deposit in the Negative Arbitrage Account of the Bond Fund to pay the accrued interest; if any, on Bonds tendered for purchase, (v) any available interest earnings on amounts on deposit in the Project Fund to pay the accrued interest, if any, on the Bonds may be withdrawn tendered for purchase and (vi) any other Eligible Funds available or lowered as a result made available for such purpose at the direction of the conversion to a different Interest Rate ModeBorrower, and with the consent of the Issuer. (df) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall be deemed to have been tendered for purposes of this Section 3.01 whether or not the Holders thereof shall have delivered such Undelivered Bonds to the Registrar Trustee, and without the need for further action of the Beneficial Owners. Subject subject to the right of the Holders of such Undelivered Bonds or Beneficial Owners of such Beneficial Ownership Interests to receive the purchase price of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Mandatory Tender Date, such Undelivered Bonds or Beneficial Ownership Interests shall be null and void and void. If such Undelivered Bonds are to be remarketed, the Trustee shall cause to be authenticated authenticate and delivered deliver new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, thereof pursuant to the remarketing of such Undelivered Bonds. (g) With respect to any mandatory tender on the Conversion Date, at the written direction of the Borrower, the Trustee shall sell or redeem Eligible Investments on deposit in the Project Fund and Collateral Fund and use the proceeds thereof, along with any deposit of Eligible Funds from the Borrower as described in (h) below, to redeem Bonds or Beneficial Ownership Interestsin excess of the Actual Project Loan Amount at the mandatory redemption price thereof. (h) In the event of a mandatory tender prior to the Initial Mandatory Tender Date, the Borrower shall comply with the provisions of Section 6.01(e) hereof not less than two Business Days prior to the applicable Mandatory Tender Date.

Mandatory Tender. If at any time the Issuer at the direction of the Borrower shall convert the interest rate on the The Unredeemed Bonds to a different Interest Rate Mode, on the Interest Period Reset Date upon which such conversion is effective, all Bonds and Beneficial Ownership Interests shall be are subject to mandatory tender by on each Mandatory Tender Date. Holders will not have the Holders or Beneficial Owners thereof for purchase on the Interest Period Reset Date (a "Bond Purchase Date") at the applicable purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may right to elect to retain his or her Bonds or Beneficial Ownership Interests by delivering to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Ratetheir Unredeemed Bonds, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is the next Interest Rate Adjustment Date or, if and any such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be not tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Mode, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall will nevertheless be deemed to have been tendered and will cease to bear interest from and after the Mandatory Tender Date. Upon presentation and surrender of Unredeemed Bonds by a Holder on the date fixed for tender, such Holder shall be paid the Purchase Price of such Bonds. Accrued interest on such Bonds shall be paid separately on such Mandatory Tender Date, which is an Interest Payment Date, in the usual manner. Reference is made to the Indenture for a more complete description of the Project, the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the Issuer, the Trustee and the Holders of the Bonds, and the terms and conditions upon which the Bonds are issued and secured. Each Holder assents, by its acceptance hereof, to all of the provisions of the Indenture. The Borrower is required by the Loan Agreement to cause the Lender (as defined in the Indenture) to make on its behalf Collateral Payments (as defined in the Indenture) to the Trustee in the amounts and at the times necessary to pay the principal of and interest (the “Bond Service Charges”) on the Bonds. In the Indenture, the Issuer has assigned to the Trustee, to provide for the payment of the Bond Service Charges on the Bonds, the Issuer’s right, title and interest in and to the Loan Agreement, except for Reserved Rights as defined in the Indenture. To secure its compliance with certain covenants in the Loan Agreement and in the Tax Exemption Certificate and Agreement dated [October 25], 2024 (the “Tax Exemption Agreement”), between the Issuer and the Borrower, the Borrower has executed and delivered the Regulatory Agreement and Declaration of Restrictive Covenants dated as of October 1, 2024 (the “Tax Regulatory Agreement”), among the Issuer, the Borrower and the Trustee. Copies of the Indenture, the Loan Agreement, the Tax Exemption Agreement and the Tax Regulatory Agreement are on file in the designated corporate trust office of the Trustee. The Bond Service Charges on the Bonds are payable solely from the Trust Estate, as defined and as provided in the Indenture (being, generally, the amounts payable under the Loan Agreement and the Note in repayment of the Loan, amounts on deposit in the Bond Fund, amounts received as Collateral Payments (as defined in the Indenture) required to be received by the Trustee as a condition to, and in the amount of, the disbursement of amounts on deposit in the Project Fund, and any unexpended proceeds of the Bonds), and are an obligation of the Issuer only to the extent of the Trust Estate. The Bonds are not secured by an obligation or pledge of any money raised by taxation and do not represent or constitute a debt or pledge of the faith and credit of the Issuer. Notwithstanding any other provision of the Indenture to the contrary, the Issuer shall be obligated to pay the principal of, premium, if any, and interest on, this Bond solely out of the Trust Estate. This Bond shall be a special limited obligation of the Issuer payable solely from the Trust Estate. This Bond shall constitute a valid claim of the respective owners thereof against the security, which is pledged to secure the payment of the principal of, premium, if any, and interest on this Bond and which shall be utilized for no other purpose, except as expressly authorized in this Indenture. This Bond shall never constitute an indebtedness or general obligation of the Issuer, the State of Texas, the Sponsor, or any other political subdivision of the State of Texas, within the meaning of any constitutional provision or statutory limitation whatsoever. Neither the faith and credit nor the taxing power of the State of Texas, the Sponsor, or any other political subdivision of the State of Texas is pledged to the payment of the principal of this Bond or the interest or any premium thereon or other costs incident thereto. Neither the members of the Board of Directors of the Issuer nor any person executing Bonds shall be liable personally on this Bond by reason of the issuance thereof. The Issuer has no taxing power. No member, director, officer, agent, employee or attorney of the Issuer, including any person executing the Indenture or the Bonds, shall be liable personally on the Bonds or for any reason relating to the issuance of the Bonds. No recourse shall be had for the payment of the principal of or the interest on the Bonds, or for any claim based on the Bonds, or otherwise in respect of the Bonds, or based on or in respect of the Indenture or any Supplemental Indenture, against any member, director, officer, employee or agent, as such, of the Issuer or any successor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance of this Bond and as part of the consideration for the issuance of the Bonds, expressly waived and released. The Bonds are issuable only as fully registered bonds and, except as hereinafter provided, in printed or typewritten form, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), which shall be considered to be the Holder for all purposes of the Indenture, including, without limitation, payment by the Issuer of Bond Service Charges, and receipt of notices to, giving of consents by and exercise of rights of, Holders. There shall be a single Bond representing each maturity, and all Bonds shall be immobilized in the custody of DTC or its custodian with the owners of beneficial interests in those Bonds (the “Book-Entry interests”) having no right to receive from the Issuer Bonds in the form of physical securities or certificates. Ownership of Book-Entry interests in the Bonds shall be shown by book-entry on the system maintained and operated by DTC, its participants (the “Participants”) and certain persons acting through the Participants, and transfers of ownership of Book-Entry interests shall be made only by that Book-Entry System, the Issuer and the Trustee having no responsibility therefor. DTC is to maintain records of the positions of Participants in the Bonds, and the Participants and persons acting through Participants are to maintain records of the purchasers and owners of Book-Entry interests in the Bonds. The Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository (as defined in the Indenture) or to another nominee of a Depository, without further action by the Issuer and otherwise at the expense of the Borrower. If any Depository determines not to continue to act as a Depository for the Bonds for use in a Book-Entry System, the Issuer may attempt to have established a securities depository/Book-Entry System relationship with another qualified Depository under the Indenture. If the Issuer does not or is unable to do so, the Issuer and the Trustee, after the Trustee has made provision for notification of the owners of Book-Entry interests by the then Depository, shall permit withdrawal of the Bonds from the Depository, and authenticate and deliver Bond certificates in fully registered form (in denominations of $5,000, or any integral multiple of $1,000 in excess thereof) to the assignees of the Depository or its nominee, all at the cost and expense (including costs of printing or otherwise preparing and delivering replacement Bond certificates) of those Persons requesting such authentication and delivery, if the event is not the Holders thereof shall have delivered such Bonds result of Issuer action or inaction (including action at the request of the Borrower). The Indenture permits certain amendments or supplements to the Registrar Indenture, the Loan Agreement, the Tax Regulatory Agreement, the Tax Exemption Agreement and the Note not prejudicial to the Holders to be made without the need for further action consent of the Beneficial Owners. Subject or notice to the right Holders, and certain other amendments or supplements thereto to be made with the consent of the Holders of such not less than a majority in aggregate principal amount of the Bonds then outstanding. The Holder of each Bond has only those remedies provided in the Indenture. This Bond shall not be entitled to any security or Beneficial Owners benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of such Beneficial Ownership Interests authentication hereon shall have been signed. It is certified and recited that there have been performed and have happened in regular and due form, as required by law, all acts and conditions necessary to receive be done or performed by the purchase price Issuer or to have happened (a) precedent to and in the issuing of such the Bonds or Beneficial Ownership Interests in order to make them legal, valid and binding special limited obligations of the Issuer, and (b) precedent to receive interest accrued thereon to and in the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null execution and void delivery of the Indenture and the Trustee shall cause Loan Agreement. In Witness of the Above, the Issuer has caused this Bond to be authenticated to be executed and delivered new by the manual or facsimile signature of its President and attested by the manual or facsimile signature of its Secretary as of the Dated Date set forth above. Manor Housing Public Facility Corporation By: President Attest: By: Secretary This Bond is one of the Bonds described in replacement thereofthe within-mentioned Indenture. BOKF, or new Beneficial Ownership Interests shall be createdNA By: Authorized Officer Date of Authentication: , pursuant to the remarketing of such Bonds or Beneficial Ownership Interests.2024

Mandatory Tender. If at any time the Issuer at the direction of the Borrower shall convert the interest rate on the (a) All Outstanding Bonds to a different Interest Rate Mode, on the Interest Period Reset Date upon which such conversion is effective, all Bonds and Beneficial Ownership Interests shall be subject to mandatory tender by the Holders for purchase in whole and not in part on each Mandatory Tender Date. The purchase price for each such Bond shall be payable in lawful money of the United States of America by check or Beneficial Owners draft, shall equal 100% of the principal amount to be purchased and accrued interest, if any, to the Mandatory Tender Date, and shall be paid in full on the applicable Mandatory Tender Date. (b) While tendered Bonds are in the custody of the Trustee pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the owners thereof for purchase all purposes, and interest accruing on tendered Bonds through the Interest Period Reset Date (a "Bond Purchase Date") at day preceding the applicable purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Mandatory Tender Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is the next Interest Rate Adjustment Date or, paid as if such Bonds are being converted had not been tendered for purchase. (c) Notwithstanding anything herein to the Fixed Interest Ratecontrary, that any Bond tendered under this Section 3.05 will not be purchased if such Bond matures or is redeemed on or prior to the applicable Mandatory Tender Date. (d) The Trustee shall utilize the following sources of payments to pay the tender price of the Bonds may no longer be not later than 2:30 p.m. Local Time on the Mandatory Tender Date in the following priority; (i) amounts representing proceeds of remarketed Bonds deposited in the Remarketing Proceeds Account, to pay the principal amount, plus accrued interest, of Bonds tendered for purchase, (cii) such Holder or Beneficial Owner realizes that any securities rating amounts on deposit in the Collateral Fund, to pay the principal amount of Bonds tendered for purchase, (iii) amounts on deposit in the Negative Arbitrage Account of the Bond Fund to pay the accrued interest; if any, on Bonds tendered for purchase, (iv) amounts on deposit in the Project Fund to pay the accrued interest, if any, on the Bonds may be withdrawn tendered for purchase and (v) any other Eligible Funds available or lowered as a result made available for such purpose at the direction of the conversion to a different Interest Rate Mode, and Borrower. (de) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall be deemed to have been tendered whether or not the Holders thereof shall have delivered such Bonds to the Registrar and without the need for further action purposes of the Beneficial Owners. Subject to the right of the Holders of such Bonds or Beneficial Owners of such Beneficial Ownership Interests to receive the purchase price of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, pursuant to the remarketing of such Bonds or Beneficial Ownership Interests.this Section

Mandatory Tender. If All Bonds are subject to mandatory tender in whole (except as provided in (b) below) by the Bondholders to the Tender Agent at any time its Principal Office on each date described below: (a) On each Conversion Date (provided that, in the Issuer at the direction event less than all of the Borrower shall convert Bonds are being converted from the interest rate on CP Rate Mode to the Weekly Rate Mode as described in the Indenture, only the Bonds to a different Interest Rate Mode, on the Interest Period Reset Date upon which such conversion is effective, all Bonds and Beneficial Ownership Interests being converted shall be subject to mandatory tender tender); (b) On each CP Rate Reset Date with respect to any Bond (provided that only those Bonds whose interest rates are being reset on such date shall be subject to mandatory tender); (c) On the second Business Day prior to the release, expiration or termination of the Letter of Credit, if the Trustee has not received evidence satisfactory to it as required by the Holders Indenture by the 25th day preceding the scheduled release, expiration or Beneficial termination date of the Letter of Credit of either an extension of the then existing Letter of Credit or the issuance of an Alternate Credit Facility meeting the requirements set forth therefor in the Agreement, including the Maintenance of Rating requirement (as defined therein); (▇) ▇▇ ▇▇▇ date of substitution of an Alternate Credit Facility for the then existing Letter of Credit if the Trustee has not received evidence of a Maintenance of Rating (as defined in the Agreement) with respect thereto by the 25th day preceding such substitution date; (e) On each optional redemption date pursuant to the Indenture for which the Company has elected to purchase Bonds in lieu of optional redemption pursuant to the Indenture; and (f) On any date on which the Guaranty is released prior to maturity of the Bonds as provided in the Indenture. The purchase price of Bonds subject to mandatory tender shall be 100% of the principal amount thereof (except in the case of a mandatory tender described in paragraph (c), (d), (e) or (f) above, during, but prior to the expiration date of, an Adjustable Rate Period, in which case the purchase price shall include a premium equal to the then applicable optional redemption premium, if any, on the Bonds, as set forth in the Indenture). Not later than 20 days prior to any mandatory tender date described in (b), (c), (d) or (f) above, the Trustee shall mail notice to all Owners thereof of Bonds subject to mandatory tender on such date stating that (1) due to the occurrence of one of the events described above (which event shall be specified), such Owner's Bonds will be subject to mandatory tender on the mandatory tender date (which date shall be specified); (2) that, subject to clause (4) below, all such owners who fail to tender their Bonds for purchase on the Interest Period Reset Date mandatory tender date will nonetheless be deemed to have tendered their Bonds for purchase on such date; (a "Bond Purchase Date"3) at that subject to clause (4) below, any such Bonds not delivered to the applicable Tender Agent on or prior to the mandatory tender date, for which there has been irrevocably deposited in trust with the Trustee Available Moneys sufficient to pay the purchase price provided for above. Notwithstanding of such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Undelivered Bonds or Beneficial Ownership Interests by delivering to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Ratemandatory tender date, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is the next Interest Rate Adjustment Date or, if such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Mode, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall be deemed to have been tendered whether or not so purchased at the Holders thereof shall have delivered purchase price and such Bonds shall no longer be considered to be outstanding for purposes of the Indenture and shall no longer be entitled to the Registrar and without the need for further action benefits of the Beneficial Owners. Subject Indenture except for the payment of the purchase price thereof (and no interest shall accrue thereon subsequent to the right mandatory tender date) and (4) notwithstanding the foregoing, while the Bonds are held in the Book-Entry System, Bonds need not be physically tendered on the mandatory tender date, and transfers of beneficial ownership interests will be effected by the Securities Depositary in accordance with its rules and procedures. Notice of mandatory tenders described in paragraphs (a) and (e) above shall be given as part of the Holders notice of conversion or optional redemption referenced above. No failure on the part of the Tender Agent to give such notice shall affect the requirement that Bonds be purchased or tendered for purchase on the mandatory tender or purchase date. Any Bond subject to mandatory tender which is not tendered on or before the mandatory tender date shall, if Available Moneys sufficient and available for the purchase of such Bonds or Beneficial have been deposited with the Tender Agent on the mandatory tender date, be deemed to have been tendered for purchase on the mandatory tender date, and from and after such date, interest will no longer accrue on such Bonds. Owners of such Beneficial Ownership Interests Bonds shall have no rights or benefits under the Indenture with respect to such Bonds other than to receive the purchase price for such Bonds upon surrender of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, pursuant to the remarketing of such Bonds or Beneficial Ownership InterestsTender Agent.

Mandatory Tender. If (a) The Bonds are subject to mandatory tender in whole and not in part on the Mandatory Tender Date and shall be purchased at a price equal to 100% of the principal amount of such Bonds, plus accrued interest, if any time to the Issuer Mandatory Tender Date, and OHSUSA:763098104.5 without premium. No later than 10:00 a.m., Pacific time, on the Mandatory Tender Date, the Holders shall deliver the Bonds to the Trustee. The Trustee shall utilize the following sources of payments to pay the tender price of the Bonds not later than 2:30 p.m., Pacific time, on the Mandatory Tender Date, in the following priority; (i) amounts representing proceeds of remarketed Bonds received pursuant to Section 3.08(c) hereof, to pay the principal amount, plus accrued interest, of Bonds tendered for purchase, (ii) amounts on deposit in the Collateral Fund and the Project Fund, to pay the principal amount of Bonds tendered for purchase, (iii) amounts on deposit in the Negative Arbitrage Account of the Bond Fund to pay the accrued interest, if any, on Bonds tendered for purchase, and (iv) any other Eligible Funds available or made available for such purpose at the direction of the Authorized Borrower Representative. (b) In the event that the conditions set forth in Section 3.07 hereof are not satisfied and/or the Trustee shall convert the interest rate not have received remarketing proceeds on the Mandatory Tender Date equal to the principal amount of the Bonds to a different Interest Rate ModeOutstanding on such date, the Bonds shall be purchased in whole on the Interest Period Reset Mandatory Tender Date upon which using amounts on deposit in the Collateral Fund, the Project Fund and the Bond Fund, and, immediately following such conversion is effectivepurchase, all the Bonds and Beneficial Ownership Interests shall be deemed redeemed on the Mandatory Tender Date and cancelled by the Trustee. (c) Not less than 30 days before the Mandatory Tender Date, the Trustee shall give written notice of tender and remarketing to the Holders by first class mail, postage prepaid, at their respective addresses appearing on the Register. The notice shall state the Mandatory Tender Date and that: (i) all Outstanding Bonds are subject to mandatory tender by the Holders or Beneficial Owners thereof for purchase on the Interest Period Reset Mandatory Tender Date (a "Bond Purchase Date") at the applicable purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may and must be tendered for purchase is on the next Interest Rate Adjustment Mandatory Tender Date; (ii) all Outstanding Bonds will be purchased on the Mandatory Tender Date or, if such Bonds are being converted at a price equal to the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result principal amount of the conversion Outstanding Bonds plus interest accrued to a different Interest Rate Mode, and the Mandatory Tender Date; (diii) such Holder or Beneficial Owner affirmatively elects Holders will not have the right to hold his or her elect to retain their Bonds and receive interest at the applicable Interest Rate Mode. any Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall tendered will nevertheless be deemed to have been tendered whether or not and will cease to bear interest from and after the Holders thereof shall have delivered such Bonds to Mandatory Tender Date; and (iv) the Registrar and without the need for further action address of the Beneficial Owners. Subject to the right office of the Trustee at which Holders should deliver their Bonds for purchase on the Mandatory Tender Date. If notice is given as stated in this section, failure of such Bonds or Beneficial Owners of such Beneficial Ownership Interests any Holder to receive the purchase price of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Bonds in replacement thereofnotice, or new Beneficial Ownership Interests any defect in the notice, shall be created, pursuant to not affect the remarketing or the validity of the proceedings for the remarketing of such Bonds or Beneficial Ownership Interests.the Bonds. OHSUSA:763098104.5 Bonds:

Mandatory Tender. If at (a) The Holder of each Note other than a Pledged Note or a Note that has been deemed Fully Paid shall be required to tender such Note to the Trustee or Tender Agent for purchase on the following dates (each a Mandatory Tender Date; provided, however, if any time of such dates is not a Business Day, the Issuer at Mandatory Tender Date shall be deemed to be the direction next succeeding Business Day; provided further, however, that in the case of clause (5) or clause (6) of this subsection, each such Holder may elect to retain the Note or Notes thereof by written notice meeting the requirements of subsection 3.5(c) delivered to the Designated Office of the Borrower shall convert Trustee not less than five days prior to the Mandatory Tender Date): (1) each proposed Conversion Date, (2) the date immediately following the expiration of a Fixed Rate Period, (3) the first day of the calendar month in which the Stated Expiration Date of the Letter of Credit occurs, unless a Substitute Letter of Credit and Related Documentation all meeting the requirements of this Indenture therefor is delivered to the Trustee in accordance with the terms of Section 3.10 of this Indenture, (4) a Credit Obligor Insolvency Date, (5) that date which is 15 days prior to the effective date of any change in the frequency with which or the formula by which the interest rate on the Bonds Notes is established during a Variable Rate Period, (6) that date which is 15 days prior to the effective date of any change in the optional tender terms of the Notes during a different Interest Variable Rate ModePeriod. (b) Not less than 15 days prior to the Mandatory Tender Date, notice of a Mandatory Tender shall be given by the Trustee in writing to the Tender Agent, the Remarketing Agent, the Issuer, and the Credit Obligor and in writing by registered or certified mail to the Noteholder or Noteholders at the address thereof appearing on the Interest Period Reset Date upon which such conversion is effectiveNote Register. Such notice of Mandatory Tender shall (1) specify the Mandatory Tender Date, (2) state the reason for the Mandatory Tender (being the applicable event listed in subsection (a) of this Section), and whether the then Existing Letter of Credit or a Substitute Letter of Credit will be in effect following the Mandatory Tender Date, (3) state that all Bonds and Beneficial Ownership Interests Notes shall be subject to mandatory tender tendered by the Holders or Beneficial Owners thereof for purchase on such Mandatory Tender Date by appropriate transfer on the Interest Period Reset records of the Securities Depository or by delivery to the Trustee at its Designated Office or to the Tender Agent at its Principal Office at or before 10:00 a.m. (Ft. Lauderdale, Florida time) together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form provided in the Notes or such other form as shall be acceptable to the Trustee or Tender Agent), (4) state that all Notes shall be purchased on the Mandatory Tender Date (at a "Bond Purchase Date") at the applicable purchase price provided for above. Notwithstanding such mandatory tenderequal to 100% of the principal amount thereof plus accrued interest, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering if any, to the Registrar a written notice no later than 11:00 a.m. according Mandatory Tender Date, and any Note that is not so transferred on the records of the Securities Depository or so delivered to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Date Trustee or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is the next Interest Rate Adjustment Date or, if such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Mode, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph Tender Agent shall be deemed to have been tendered whether for purchase by the Holder thereof on the Mandatory Tender Date, (5) in the case of a Mandatory Tender as a result of a change described in clause (5) or clause (6) of subsection 3.5(a), state that any Holder may elect to retain the Note or Notes thereof by written notice meeting the requirements of subsection 3.5 (c) (a description of which requirements shall be included in such notice) delivered to the Designated Office of the Trustee not less than five days prior to the Mandatory Tender Date. (1) In the case of a Mandatory Tender as a result of a change described in clause (5) or clause (6) of subsection 3.5(a), the Holder of any Note subject to a Mandatory Tender may elect to retain the Note or Notes thereof by written notice delivered to the Designated Office of the Trustee not less than five days prior to the Mandatory Tender Date, which notice shall be effective upon receipt and shall: (i) state that the person delivering the same is a Holder and the principal amount of the Notes such Holder is electing to retain, (ii) state that the Holder has received notice of the Mandatory Tender and the reason therefor, (iii) direct the Trustee not to purchase the specified principal amount of the Notes of the Holder. (2) Any notice delivered to the Trustee by any Holder pursuant to this subsection 3.5(c) shall be irrevocable and binding upon the Holder delivering the same and upon all subsequent Holders of the Notes so retained (including any Notes issued in exchange therefor or upon transfer thereof). (3) Any Note which the Holder thereof elects to retain under this subsection 3.5(c) shall not be an "Unsurrendered Note" for purposes of this Indenture. (d) All Notes to be tendered by the Holders thereof for purchase shall have be delivered such Bonds at or before 10:00 a.m. (Ft. Lauderdale, Florida time) on the Mandatory Tender Date, to the Registrar and without Trustee at its Designated Office or to the need Tender Agent at its Principal Office, together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form provided in the Notes or such other form as shall be acceptable to the Trustee or Tender Agent). During a period in which the Book- Entry System is in effect for further action the Notes, transfers of the Beneficial Ownersbeneficial ownership interests in the Notes on such date shall be effected on the records of the Securities Depository by the Securities Depository in accordance with rules and procedures therefor and any requirement for physical delivery of Notes on a Mandatory Tender Date shall be deemed satisfied thereby. Subject All Unsurrendered Notes shall nevertheless be deemed to have been tendered for purchase by the Holders thereof on the Mandatory Tender Date. (e) On the Mandatory Tender Date, the Trustee shall purchase, or cause to be purchased, all Notes tendered or deemed tendered for purchase on such date at a purchase price equal to 100% of the principal amount thereof plus accrued interest, if any, to the right Mandatory Tender Date. Funds for payment of the Holders of such Bonds or Beneficial Owners of such Beneficial Ownership Interests to receive the purchase price of such Bonds Notes shall be drawn by the Trustee from the Note Purchase Fund as provided in Section 7.2. (f) If there has been irrevocably deposited in the Note Purchase Fund an amount sufficient to pay the purchase price of all Notes tendered or Beneficial Ownership Interests deemed tendered for purchase on the Mandatory Tender Date, any Unsurrendered Notes shall be deemed to be tendered for purchase and purchased from the Holder thereof on such Mandatory Tender Date and the Holder of any Unsurrendered Note shall not be entitled to receive interest accrued thereon to on such Unsurrendered Note for any period on and after the Interest Period Reset relevant Mandatory Tender Date. The Trustee shall issue a new Note or Notes in the same aggregate principal amount for any Unsurrendered Notes which are not tendered for purchase on any Mandatory Tender Date and, such Bonds or Beneficial Ownership Interests shall be null and void and upon receipt by the Trustee or Tender Agent of any such Unsurrendered Notes from the Holders thereof, shall pay, or cause to be authenticated paid, the purchase price of such Unsurrendered Notes to the Holders thereof and delivered new Bonds in replacement thereofcancel such Unsurrendered Notes. (g) After notice of a Mandatory Tender has been given by the Trustee, or new Beneficial Ownership Interests the Notes shall be created, pursuant subject to Mandatory Tender (except with respect to Notes which the remarketing of Holders thereof have elected to retain as provided in subsection 3.5(c)) notwithstanding the fact that the reasons for giving such Bonds notice cease to exist or Beneficial Ownership Interestsare no longer applicable.

Mandatory Tender. If at (a) The Adjustable Rate Bonds or any time the Issuer at the direction of the Borrower shall convert the interest rate on the Bonds to a different Interest Rate Modeportion thereof, on the Interest Period Reset Date upon which such conversion is effectiveas applicable, all Bonds and Beneficial Ownership Interests shall be are subject to mandatory tender by the Holders or Beneficial Owners thereof for purchase (with no right to retain) (i) on each Mode Change Date, (ii) with respect to a Liquidity Expiration Event, not less than five days prior to the Interest Period Reset expiration of the Liquidity Facility, and (iii) on any Conversion Date (each a "Bond Purchase Mandatory Tender Date") ), at the applicable purchase price Purchase Price, subject to the conditions described herein. (b) In connection with any mandatory tender of Adjustable Rate Bonds upon a Mandatory Tender Date, the Trustee shall deliver a notice of mandatory tender to Owners, within such time period as provided in this Series Indenture, stating the reason for above. Notwithstanding such the mandatory tender, any Holder or Beneficial Owner may elect the date of mandatory tender, and that all Owners subject to retain his or her such mandatory tender shall be deemed to have tendered their Adjustable Rate Bonds or Beneficial Ownership Interests by delivering to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office upon such date. So long as all of the Registrar on Adjustable Rate Bonds are registered in the eighth Business Day name of Cede & Co., as nominee for DTC, such notice will be delivered to DTC or its nominee as registered owner of such Adjustable Rate Bonds. DTC is responsible for notifying Participants, and Participants (and indirect participants in DTC) are responsible for notifying beneficial owners of the Adjustable Rate Bonds. Neither the Trustee nor the Authority is responsible for sending notices to beneficial owners. The Trustee shall give notice of any Mandatory Tender Date to ▇▇▇▇▇'▇ and S&P at least 15 days prior to such Interest Period Reset Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is the next Interest Rate Adjustment Date or, if such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, date. (c) If the book-entry system has been discontinued and replacement bonds have been issued or if DTC has exercised its option to surrender and exchange its Adjustable Rate Bond certificates, any Adjustable Rate Bond not tendered and delivered to the Tender Agent on or prior to its Mandatory Tender Date ("Untendered Bonds"), for which there have been irrevocably deposited in trust with the Trustee the purchase price equal to the principal amount of such Holder or Beneficial Owner realizes that any securities rating on the Adjustable Rate Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Mode, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive plus accrued interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall be deemed to have been tendered whether and purchased on such Mandatory Tender Date. Owners of Untendered Bonds shall not be entitled to any payment (including any interest to accrue on or not after the Holders thereof shall have delivered Mandatory Tender Date) other than the principal amount of such Bonds Untendered Bonds, plus accrued interest to the Registrar day preceding the Mandatory Tender Date, and without said Owners shall no longer be entitled to the need for further action benefits of the Beneficial Owners. Subject to Indenture, except for the right purpose of payment of the Holders purchase price. Bond certificates will be issued in place of such Untendered Bonds or Beneficial Owners of such Beneficial Ownership Interests to receive the purchase price of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, pursuant to the remarketing Indenture and, after the issuance of the replacement Adjustable Rate Bond certificates, such Untendered Bonds or Beneficial Ownership Interestswill be deemed purchased, canceled, and no longer Outstanding under the Indenture.

Mandatory Tender. If This Bond is subject to mandatory tender for ---------------- purchase, at any time a price equal to the Issuer at principal amount hereof plus accrued interest, (a) on each Conversion Date, or if such Conversion Date is not a Business Day, the direction first Business Day immediately following such Conversion Date, in the event of a conversion of the Borrower shall convert Bonds from one Rate Mode to another Rate Mode, and the interest rate on first Business Day immediately following the end of each Term Rate Period; (b) while the Bonds to a different Interest Rate are in the Weekly Mode, on the Interest Period Reset Payment Date upon which next preceding by at least two Business Days the Expiration Date of the Letter of Credit unless at least 45 days (or such conversion is effective, all Bonds and Beneficial Ownership Interests shorter period as shall be subject to mandatory tender by the Holders or Beneficial Owners thereof for purchase on the Interest Period Reset Date (a "Bond Purchase Date") at the applicable purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering acceptable to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day Trustee) prior to such Interest Period Reset Payment Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which Trustee has received notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds Letter of Credit has been or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may will be tendered for purchase is the next Interest Rate Adjustment Date or, if such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, extended; (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result Interest Payment Date on which an Alternate Letter of Credit is issued pursuant to the conversion to a different Interest Rate Mode, Indenture; and (d) such Holder or Beneficial Owner affirmatively elects while the Bonds are in the Weekly Mode, on the Purchase Date stipulated by the Bank pursuant to hold his or her the Indenture in the event the Bank directs the Trustee pursuant to the Indenture to call the Bonds and receive interest at for mandatory purchase. Any Bond which is not delivered for purchase prior to 10:00 a.m. eastern time on the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph Purchase Date shall be deemed to have been tendered whether or not the Holders thereof shall have delivered such Bonds to the Registrar and without the need for further action of the Beneficial Owners. Subject to the right of the Holders Trustee as of such Bonds or Beneficial Owners Purchase Date and interest on such Undelivered Bond shall cease to accrue on such Purchase Date. Thereafter, the Holder of such Beneficial Ownership Interests Undelivered Bond shall not be entitled to receive any payment other than the purchase price for such Undelivered Bond upon surrender thereof to the Trustee endorsed for transfer in blank and with guaranty of signature satisfactory to the Trustee. Except for payment of such Bonds or Beneficial Ownership Interests purchase price from moneys held by the Trustee for such purpose, such Undelivered Bond shall no longer be outstanding and to receive interest accrued thereon entitled to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and benefits of the Trustee shall cause to be authenticated and delivered new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, pursuant to the remarketing of such Bonds or Beneficial Ownership InterestsIndenture.

Mandatory Tender. If (a) The Unredeemed Bonds are subject to mandatory tender in whole and not in part on the Mandatory Tender Date and shall be purchased at a price (the “Purchase Price”) equal to 100% of the principal amount of such Bonds, without premium. No later than 10:00 a.m., Eastern time, on the Mandatory Tender Date, the Holders of the Unredeemed Bonds shall deliver such Bonds to the Trustee. The Trustee shall utilize the following sources of payments to pay the Purchase Price of the Unredeemed Bonds not later than 2:30 p.m. Eastern time on the Mandatory Tender Date, in the following priority: (i) amounts on deposit in the Remarketing Proceeds Account, and (ii) any time the Issuer other Eligible Funds available or made available for such purpose at the direction of an Authorized Borrower Representative. (b) Not less than thirty (30) days before the Borrower Mandatory Tender Date, the Trustee shall convert give written notice of tender and remarketing to the interest rate on Holders of Unredeemed Bonds by first class mail, postage prepaid, at their respective addresses appearing in the Register. The notice shall state the Mandatory Tender Date and that: (i) all outstanding Unredeemed Bonds to a different Interest Rate Mode, on the Interest Period Reset Date upon which such conversion is effective, all Bonds and Beneficial Ownership Interests shall be are subject to mandatory tender by the Holders or Beneficial Owners thereof for purchase on the Interest Period Reset Mandatory Tender Date (a "Bond Purchase Date") at the applicable purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may and must be tendered for purchase is on the next Interest Rate Adjustment Mandatory Tender Date; (ii) all outstanding Unredeemed Bonds will be purchased on the Mandatory Tender Date or, if at a price equal to the Purchase Price; (iii) Holders will not have the right to elect to retain their Unredeemed Bonds and any such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be not tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Mode, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall will nevertheless be deemed to have been tendered whether or not and will cease to bear interest from and after the Holders thereof shall have delivered such Bonds to Mandatory Tender Date; and (iv) the Registrar and without the need for further action address of the Beneficial Owners. Subject to the right office of the Trustee at which Holders should deliver their Unredeemed Bonds for purchase on the Mandatory Tender Date. If notice is given as stated in this subsection, failure of such Bonds or Beneficial Owners of such Beneficial Ownership Interests any Holder to receive the purchase price of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Bonds in replacement thereofnotice, or new Beneficial Ownership Interests any defect in the notice, shall be created, pursuant to not affect the remarketing or the validity of the proceedings for the remarketing of such Bonds or Beneficial Ownership Intereststhe Unredeemed Bonds.

Mandatory Tender. If at any time Subject to the Issuer at provisions below, the direction Holder of the Borrower shall convert the interest rate on the Bonds to a different Interest Rate Mode, on the Interest Period Reset Date upon which such conversion is effective, all Bonds and Beneficial Ownership Interests this Bond shall be subject required to mandatory tender by this Bond to the Holders or Beneficial Owners thereof Tender Agent for purchase on the Interest Period Reset Date (a "Bond Purchase Date") at the applicable purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Modeeach proposed Conversion Date, (b) unless each date immediately following the expiration of a Yearly Fixed Rate Period that is not a proposed Conversion Date, (c) each proposed Letter of Credit Substitution Date (which does not include an extension of the then existing Tax-Exempt Letter of Credit), (d) the first day of the calendar month in which the Stated Termination Date of the Tax-Exempt Letter of Credit occurs, and (e) the date specified by the Bank in a notice of default under the Tax-Exempt Credit Agreement; or, if any of such dates is not a Business Day, the next succeeding Business Day (each such date being herein referred to as a “Mandatory Tender Date”), all as more fully provided below. Notice of a Mandatory Tender shall be given by the Trustee by first-class mail, postage prepaid, to the Holder of this Bond at his address appearing on the Register not fewer than 20 days prior to a Mandatory Tender Date. Such notice shall, among other things, specify the Mandatory Tender Date and whether or not a Tax-Exempt Letter of Credit will be in effect during the ensuing interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next period. This Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may shall be tendered for purchase is by the next Interest Rate Adjustment Date orHolder hereof by delivering this Bond to the Tender Agent at the Tender Office at or before 10:00 a.m. Trustee’s Time on the Mandatory Tender Date, together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form attached hereto or such other form as shall be acceptable to the Tender Agent). At or before 1:00 p.m. Trustee’s Time on the Mandatory Tender Date, the Trustee shall cause the Tender Agent to purchase this Bond at a purchase price equal to 100% of the principal amount hereof plus accrued interest, if such Bonds are being converted any, hereon. The Holder of this Bond, by his acceptance hereof, hereby covenants and agrees to tender this Bond in the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Mode, manner and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Modetimes as aforesaid. Bonds If this Bond is not tendered at or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph before 10:00 a.m. Trustee’s Time on any Mandatory Tender Date, this Bond shall be deemed to have been be tendered whether or for purchase by the Holder on the Mandatory Tender Date, and the Holder hereof shall not the Holders thereof shall have delivered such Bonds to the Registrar and without the need for further action of the Beneficial Owners. Subject to the right of the Holders of such Bonds or Beneficial Owners of such Beneficial Ownership Interests be entitled to receive interest on this Bond for any period on or after the Mandatory Tender Date if the amount on deposit in the Bond Purchase Fund is sufficient to pay the purchase price of such all Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, pursuant to the remarketing of purchased on such Bonds or Beneficial Ownership InterestsMandatory Tender Date.

Mandatory Tender. If at (a) The Holder of each Note other than a Pledged Note or a Note that has been deemed Fully Paid shall be required to tender such Note to the Trustee or Tender Agent for purchase on the following dates; provided, however, if any time of such dates is not a Business Day, the Issuer at Mandatory Tender Date shall be deemed to be the direction next succeeding Business Day; provided further, however, each such Holder may elect to retain the Note or Notes thereof by written notice meeting the requirements of subsection 3.05(c) delivered to the Principal Office of the Borrower shall convert Trustee not less than five days prior to the Mandatory Tender Date: (1) each proposed Conversion Date, (2) the date immediately following the expiration of a Fixed Rate Period, (3) the first day of the calendar month in which the Stated Expiration Date of the Letter of Credit occurs, unless a Substitute Letter of Credit and Related Documentation all meeting the requirements of this Indenture therefor is delivered to the Trustee in accordance with the terms of Section 3.10 of this Indenture, (4) a Credit Obligor Insolvency Date, (5) that date which is 15 days prior to the effective date of any change in the frequency with which or the formula by which the interest rate on the Bonds Notes is established during a Variable Rate Period, (6) that date which is 15 days prior to the effective date of any change in the optional tender terms of the Notes during a different Interest Variable Rate ModePeriod, and (7) that date which is 10 days after the Trustee receives a notice in writing from the Credit Obligor, which notice (i) is delivered not later than the close of business on the tenth day (if such tenth day is not a Business Day, on the then next succeeding Business Day) after the date on which the Credit Obligor has honored a B Drawing under the Letter of Credit and (ii) states that the Interest Period Reset Date upon which Portion (as defined in the Letter of Credit) will not be reinstated or that an Event of Default has occurred and is continuing under the Credit Documents and (iii) directs the Trustee to effect Mandatory Tender of the Notes on such conversion date; provided, however, the ----------------- Trustee shall not effect a Mandatory Tender of any Bond under this Section 4.05(a)(7) unless the Trustee verifies, prior to delivery of notice pursuant to Section 4.05(b)(1)(ii), that the amount of the Interest Portion (as defined in the Letter of Credit) under the Letter of Credit shall then equal or exceed the amount necessary to pay interest accrued on such Bond until and including the proposed Mandatory Tender Date, and if the amount of said Interest Portion is effectivethen insufficient for such purpose, all Bonds the Trustee shall immediately notify the Credit Obligor thereof in writing, and Beneficial Ownership Interests shall declare an Event of Default under Section 9.01(5) or Section 9.01(6) hereof effective as of the date of receipt of the notice from the Credit Obligor pursuant to this Section 4.05(a)(7). (1) Notice of a Mandatory Tender shall be subject given by the Trustee in writing to mandatory tender the Tender Agent, the Remarketing Agent, the Issuer, and the Credit Obligor and in writing by registered or certified mail to the Noteholder or Noteholders at the address thereof appearing on the Note Register (i) not less than 30 days prior to the Mandatory Tender Date with respect to a Mandatory Tender pursuant to any of Section 3.05(a)(1) through Section 3.05(a)(6), inclusive, and (ii) not less than 7 days prior to the Mandatory Tender Date with respect to a Mandatory Tender pursuant to Section 3.05(a)(7). (2) Such notice of Mandatory Tender shall (i) specify the Mandatory Tender Date, (ii) state the reason for the Mandatory Tender (being the applicable event listed in subsection (a) of this Section), and whether the then Existing Letter of Credit or a Substitute Letter of Credit will be in effect following the Mandatory Tender Date, (iii) state that all Notes shall be tendered by the Holders or Beneficial Owners thereof for purchase on such Mandatory Tender Date by appropriate transfer on the Interest Period Reset records of the Securities Depository or by delivery to the Trustee at its Principal Office or to the Tender Agent at its Principal Office at or before 10:00 a.m. (Birmingham, Alabama time) together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form provided in the Notes or such other form as shall be acceptable to the Trustee or Tender Agent), (iv) state that all Notes shall be purchased on the Mandatory Tender Date (at a "Bond Purchase Date") at the applicable purchase price provided for above. Notwithstanding such mandatory tenderequal to 100% of the principal amount thereof plus accrued interest, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering if any, to the Registrar a written notice no later than 11:00 a.m. according Mandatory Tender Date, and any Note that is not so transferred on the records of the Securities Depository or so delivered to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Date Trustee or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is the next Interest Rate Adjustment Date or, if such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Mode, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph Tender Agent shall be deemed to have been tendered whether for purchase by the Holder thereof on the Mandatory Tender Date, (v) state that any Holder may elect to retain the Note or not Notes thereof by written notice meeting the Holders thereof requirements of subsection 3.05 (c) (a description of which requirements shall have be included in such notice) delivered such Bonds to the Registrar and without the need for further action Principal Office of the Beneficial Owners. Subject Trustee not less than five days prior to the right Mandatory Tender Date. (1) The Holder of any Note subject to a Mandatory Tender pursuant to Section 3.05(a)(1) through 3.05(a)(6), inclusive, may elect to retain the Note or Notes thereof by written notice delivered to the Principal Office of the Holders of such Bonds or Beneficial Owners of such Beneficial Ownership Interests to receive the purchase price of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon Trustee not less than five days prior to the Interest Period Reset Mandatory Tender Date, such Bonds or Beneficial Ownership Interests which notice shall be null effective upon receipt and void shall: (i) state that the person delivering the same is a Holder and the principal amount of the Notes such Holder is electing to retain, (ii) state that the Holder has received notice of the Mandatory Tender and the reason therefor, (iii) direct the Trustee shall cause not to be authenticated and purchase the specified principal amount of the Notes of the Holder. (2) Any notice delivered new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, to the Trustee by any Holder pursuant to the remarketing of such Bonds or Beneficial Ownership Interests.this subsection 3.05

Mandatory Tender. The Holder of this Bond shall be required to tender this Bond to the Bond Trustee for purchase on the following dates: [Insert applicable Mandatory Tender provisions from Section 5.2(a)] If at any time of such dates is not a Business Day, the Issuer at Mandatory Tender Date shall be the direction next succeeding Business Day. No notice is required for a Mandatory Tender on the last day of an Index Rate Period, the last day of a Term Rate Period or the last day of a CP Rate Period, even if that day is also a Mandatory Tender Date for a separate reason. For all other Mandatory Tenders notice of the Borrower Mandatory Tender shall convert be given not less than 15 days prior to the Mandatory Tender Date. On the Mandatory Tender Date with respect to this Bond, the Bond Trustee shall pay to the Holder an amount equal to the Purchase Price. Funds for payment of the Purchase Price of such Bond shall be drawn by the Bond Trustee from the sources specified in the Trust Agreement. If there has been irrevocably deposited in the Redemption Fund an amount sufficient to pay the Purchase Price of any Bond to be purchased on a Mandatory Tender Date, such Bond shall be deemed to be tendered for purchase and purchased from the Holder thereof on such Mandatory Tender Date and the Holder of such Bond shall not be entitled to receive interest on such Bond for any period on and after the relevant Mandatory Tender Date. The Bond Trustee shall issue a new Bond or Bonds in the same aggregate principal amount, maturity and interest rate for any such Bond which is not tendered for purchase on any Mandatory Tender Date and, upon receipt by the Bonds Bond Trustee of any such Bond from the Holder thereof, shall pay, or cause to be paid, the Purchase Price of such Tendered Bond to the Holder thereof and cancel such Tendered Bond. After notice of a different Interest Rate ModeMandatory Tender has been given by the Bond Trustee with respect to any Bond, on the Interest Period Reset Date upon which such conversion is effective, all Bonds and Beneficial Ownership Interests Bond shall be subject to mandatory tender Mandatory Tender notwithstanding the fact that the reasons for giving such notice cease to exist or are no longer applicable. This Bond will be subject to redemption prior to its Maturity Date as follows: [Specify applicable redemption provisions from Section 6.1.] If less than all Bonds outstanding are being redeemed, the Trust Agreement provides procedures for selection of Bonds to be redeemed. Notice of redemption of Bonds shall be mailed not less than 20 days prior to the redemption date, all as provided in the Trust Agreement. On the date fixed for redemption, notice having been mailed in the manner provided in the Trust Agreement, the Bonds called for redemption shall be due and payable at the redemption price provided therefor, plus accrued interest to such date. If there has been delivered to the Bond Trustee, and the Bond Trustee is then holding in trust, money or Defeasance Obligations, or a combination of both sufficient to pay the redemption price of the Bonds to be redeemed plus accrued interest to the date of redemption, interest on the Bonds called for redemption shall cease to accrue; such Bonds shall cease to be entitled to any benefits or security under the Trust Agreement or to be deemed Outstanding; and the Owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof, plus accrued interest to the date of redemption. In addition, this Bond shall not be deemed to be Outstanding under the Trust Agreement and shall cease to be entitled to the security of or any rights under the Trust Agreement, other than right to receive payment of the redemption price hereof and accrued interest hereon, and to be given notice of redemption, if the SystemBorrower has given the Bond Trustee irrevocable instructions to pay this Bond on one or more specified dates or to call the same for redemption at the earliest redemption date and money or Defeasance Obligations, or a combination of both, sufficient to pay the redemption price of this Bond, together with accrued interest hereon to such date, are held by the Holders Bond Trustee in trust for the Owner hereof. Defeasance Obligations will be deemed to be sufficient to redeem or Beneficial Owners thereof pay this Bond on a specified date if the principal of and the interest on such Defeasance Obligations when due will be sufficient to pay on such date the redemption price of and the interest accruing on this Bond to such date. If a portion of this Bond shall be called for purchase on the Interest Period Reset Date (redemption a "new Bond Purchase Date") at the applicable purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering in principal amount equal to the Registrar a written notice no later than 11:00 a.m. according unredeemed portion hereof will be issued to the local time Owner upon surrender hereof. This Bond is issued under and pursuant to the Trust Agreement and the Constitution and laws of the State of Florida, particularly Chapter 2000-439, Laws of159, Parts II and III, Florida Statutes, as amended. The Bond Trustee may resign or be removed as provided in the Trust Agreement. The Bonds are issuable in the denomination of $5,000 principal amount or any integral multiple thereof. The transfer of this Bond is registrable by the Owner in person or by his attorney or legal representative at the principal corporate trust office of the Registrar on Bond Trustee but only in the eighth Business Day prior to such Interest Period Reset Date or by 11:00 a.m. according manner and subject to the local time limitations and conditions provided in the Trust Agreement and upon the surrender and cancellation of this Bond. Upon any such registration of transfer the SystemIssuer shall execute and the Bond Trustee shall authenticate and deliver in exchange for this Bond a new Bond or Bonds, registered in the name of the transferee, of authorized denominations in aggregate principal amount equal to the principal amount of this Bond, of the same series and bearing interest at the same rate. At the principal corporate trust office of the Registrar on Bond Trustee in the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted manner and subject to the One Month Interest Ratelimitations and conditions provided in the Trust Agreement, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear may be exchanged for an equal aggregate principal amount of Bonds, of authorized denominations and bearing interest at the applicable Interest Rate Mode, same rate. Any Owner requesting any registration of transfer or exchange of this Bond shall pay any tax or other governmental charge required to be paid with respect thereto but shall not bear any other cost with respect thereto. The Bond Trustee shall not be required to register the transfer or to make any exchange of this Bond during the 15 days immediately preceding the first giving of a notice of a redemption of such Bond (bother than a registration of transfer in connection with a tender thereof) unless or after such Bond or any portion thereof shall have been elected for redemption (other than a registration of transfer in connection with a tender thereof). The Owner of this Bond shall not have any right to enforce the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is the next Interest Rate Adjustment Date or, if such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result provisions of the conversion Trust Agreement, to a different Interest Rate Modeinstitute action to enforce the covenants therein, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests take any action with respect to which any event of default thereunder, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Registrar Trust Agreement. Upon the occurrence of certain events of default under the Trust Agreement and on the conditions, in the manner and with the effect set forth in the Trust Agreement, the principal of all Bonds then Outstanding under the Trust Agreement may become or may be declared due and payable before the stated maturities thereof, together with the interest accrued thereon. Modifications or alterations of the Trust Agreement or of any agreement supplemental thereto may be made only the extent and in the circumstances permitted by the Trust Agreement. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Trust Agreement until it shall have received the election required been authenticated by the preceding paragraph shall be deemed to have been tendered whether or not execution by the Holders thereof shall have delivered such Bonds to the Registrar and without the need for further action Bond Trustee of the Beneficial Owners. Subject to the right certificate of the Holders of such Bonds or Beneficial Owners of such Beneficial Ownership Interests to receive the purchase price of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, pursuant to the remarketing of such Bonds or Beneficial Ownership Interestsauthentication endorsed hereon.

Mandatory Tender. If at The Bonds or any time the Issuer at the direction of the Borrower shall convert the interest rate on the Bonds to a different Interest Rate Modeportion thereof, on the Interest Period Reset Date upon which such conversion is effectiveas applicable, all Bonds and Beneficial Ownership Interests shall be are subject to mandatory tender by the Holders or Beneficial Owners thereof for purchase (with no right to retain) (i) on each Mode Change Date, (ii) with respect to a Liquidity Expiration Event, not less than five days prior to the Interest Period Reset expiration of the Liquidity Facility, and (iii) on any Conversion Date (each a "Bond Purchase Mandatory Tender Date") ), at the applicable purchase price Purchase Price, subject to the conditions described in the Indenture. In connection with any mandatory tender of Bonds upon a Mandatory Tender Date, the Trustee shall deliver a notice of mandatory tender to Owners, within such time period as provided the Indenture, stating the reason for above. Notwithstanding such the mandatory tender, the date of mandatory tender, and that all Owners subject to such mandatory tender shall be deemed to have tendered their Bonds upon such date. So long as all of the Bonds are registered in the name of Cede & Co., as nominee for DTC, such notice will be delivered to DTC or its nominee as registered owner of such Bonds. DTC is responsible for notifying Participants, and Participants (and indirect participants in DTC) are responsible for notifying beneficial owners of the Bonds. Neither the Trustee nor the Authority is responsible for sending notices to beneficial owners. If the book-entry system has been discontinued and replacement bonds have been issued or if DTC has exercised its option to surrender and exchange its Bond certificates, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering Bond not tendered and delivered to the Registrar a written notice no later than 11:00 a.m. according Tender Agent on or prior to its Mandatory Tender Date ("Untendered Bonds"), for which there have been irrevocably deposited in trust with the Trustee the purchase price equal to the local time at the principal corporate trust office amount of the Registrar on the eighth Business Day prior to such Interest Period Reset Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the Bonds or Beneficial Ownership Interests are being converted to bear interest at the applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate, such Holder or Beneficial Owner realizes that the next Bond Purchase Date upon which the Bonds or Beneficial Ownership Interests may be tendered for purchase is the next Interest Rate Adjustment Date or, if such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Mode, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive plus accrued interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall be deemed to have been tendered whether and purchased on such Mandatory Tender Date. Owners of Untendered Bonds shall not be entitled to any payment (including any interest to accrue on or not after the Holders thereof shall have delivered Mandatory Tender Date) other than the principal amount of such Bonds Untendered Bonds, plus accrued interest to the Registrar day preceding the Mandatory Tender Date, and without said Owners shall no longer be entitled to the need for further action benefits of the Beneficial Owners. Subject to Indenture, except for the right purpose of payment of the Holders purchase price. Bond certificates will be issued in place of such Untendered Bonds or Beneficial Owners of such Beneficial Ownership Interests to receive the purchase price of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Bonds in replacement thereof, or new Beneficial Ownership Interests shall be created, pursuant to the remarketing Indenture and, after the issuance of the replacement Bond certificates, such Untendered Bonds or Beneficial Ownership Interestswill be deemed purchased, canceled and no longer Outstanding under the Indenture. BY ACCEPTANCE OF THIS BOND, THE REGISTERED OWNER AGREES TO TENDER THIS BOND FOR PURCHASE ON ANY MANDATORY TENDER DATE DESCRIBED ABOVE AND ACKNOWLEDGES THAT INTEREST WILL CEASE TO ACCRUE ON THE BOND ON SUCH MANDATORY PURCHASE DATE, PROVIDED THAT FUNDS FOR SUCH PURCHASE ARE ON DEPOSIT WITH THE PAYING AGENT ON SUCH MANDATORY TENDER DATE.