Common use of Mandatory Tender Clause in Contracts

Mandatory Tender. On or before April 30, 2007 (the date of the delivery of the items referred to in clauses (a)-(c) below being referred to herein as the “Mandatory Tender Date”), the Borrower shall have delivered to the Administrative Agent and the Loan Insurer (a) a copy of a fully executed notice from the Borrower to the Notice Parties (as defined in the Bond Indenture) and a copy of a fully executed notice from the Tender Agent to all Owners (each as defined in the Bond Indenture) of the Tax-Exempt Bonds, which notices shall state the Borrower’s intention to provide Alternate Credit Enhancement and Alternate Liquidity Facility (each as defined in the Bond Indenture) and shall otherwise be in compliance with the requirements set forth in Sections 4.8(b) and 4.2 of the Bond Indenture, respectively (the “Mandatory Tender”), (b) a copy of such Alternate Credit Enhancement and an Alternate Liquidity Facility, together with a favorable opinion of bond counsel and an opinion of counsel to the issuer of such Alternate Credit Enhancement and Alternate Liquidity Facility, in each case, in compliance with the requirements of clauses (i) through (iii) of Section 4.8 of the Bond Indenture and (c) written evidence of (i) the provision for the purchase from the Liquidity Provider of all Liquidity Provider Bonds (each as defined in the Bond Indenture) and (ii) that all obligations under the Existing Credit Facilities have been satisfied in full in cash in accordance with the Pay-off Agreement, in each case in form and substance reasonably satisfactory the Controlling Party. On the Mandatory Tender Date, more or less simultaneously, (A) the CS Letter of Credit in favor of the Trustee shall be canceled and returned by the Trustee to Credit Suisse, (B) the Backstop Letter of Credit in favor of Credit Suisse shall be canceled and returned by Credit Suisse to the Issuing Bank, (C) the Issuing Bank shall issue a Backstop Letter of Credit to the Trustee in replacement of the CS Letter of Credit and (D) the Trustee, the Issuing Bank, Credit Suisse and the Borrower shall cooperate fully with each other to effectuate the more or less simultaneous exchange of all such letters of credit.

Mandatory Tender. On or before April 30, 2007 The Bonds are subject to mandatory tender in whole (except as provided in (b) below) by the date of the delivery of the items referred to in clauses (a)-(c) below being referred to herein as the “Mandatory Tender Date”), the Borrower shall have delivered Bondholders to the Administrative Tender Agent and the Loan Insurer at its Principal Office on each date described below: (a) a copy On each Conversion Date (provided that, if less than all of a fully executed notice the Bonds are being converted from the Borrower CP Rate Mode to the Notice Parties Weekly Rate Mode as described in this Indenture, only the Bonds being converted shall be subject to mandatory 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 25th day preceding such scheduled Letter of Credit expiration or 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 Bond Indenturedate on which the existing Letter of Credit is to be released pursuant to Section 5.03(c); (d) and a copy 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 fully executed 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 from to all Owners 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 all Owners (each as defined in the Bond Indenture) occurrence of one of the Tax-Exempt Bondsevents described above (which event shall be specified), such Bonds will be subject to mandatory tender on the mandatory tender date (which notices date shall state the Borrower’s intention to provide Alternate Credit Enhancement and Alternate Liquidity Facility (each as defined in the Bond Indenture) and shall otherwise be in compliance with the requirements set forth in Sections 4.8(b) and 4.2 of the Bond Indenture, respectively (the “Mandatory Tender”specified), (bii) a copy of that, subject to clause (iv) below, all such Alternate Credit Enhancement and an Alternate Liquidity FacilityOwners who fail to tender their Bonds for purchase on the mandatory tender date will nonetheless be deemed to have tendered their Bonds for 28 purchase on such date, together with a favorable opinion of bond counsel and an opinion of counsel to the issuer of such Alternate Credit Enhancement and Alternate Liquidity Facility, in each case, in compliance with the requirements of clauses (i) through (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 Section 4.8 such Undelivered Bonds on the mandatory tender date, shall be deemed to have been so purchased at the 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 Bond Indenture purchase price thereof (and no interest shall accrue thereon subsequent to the mandatory tender date), and (civ) written evidence that 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 Depository in accordance with its rules and procedures. Notice of mandatory tenders described in clauses (ia) and (e) above shall be given as part of the provision notice of conversion referenced in Section 2.02(f)(ii) or notice of redemption referenced in Section 3.04, respectively. No failure on the Trustee's part to give any such notice shall affect the requirement that Bonds be tendered on the mandatory 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 in full and available for the purchase of such Bonds have been deposited with the Tender Agent on the mandatory tender date, shall be deemed to have been tendered for purchase on the mandatory tender date, and from such date shall no longer be deemed to be Outstanding. Owners of such Bonds shall have no rights or benefits under this Indenture other than to receive the Liquidity Provider purchase price for such Bonds upon surrender of all Liquidity Provider such Bonds (each as defined to the Tender Agent, and no interest shall accrue thereon subsequent to the mandatory tender date. Notwithstanding the foregoing, if on any mandatory tender date the Bonds shall be in the Bond Indenture) and (ii) Book-Entry System, it shall not be necessary that all obligations under Bonds be physically tendered to the Existing Credit Facilities have been satisfied in full in cash Tender Agent on the mandatory tender date. Transfers of beneficial ownership interests shall be effected in accordance with the Pay-off Agreementrules and 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 each the case in form and substance reasonably satisfactory the Controlling Party. On the Mandatory Tender Date, more or less simultaneously, (A) the CS Letter of Credit in favor of the Trustee shall Adjustable Rate Mode, for an Adjustable Rate Period) to be canceled and returned designated by the Trustee to Credit Suisse, (B) the Backstop Letter of Credit in favor of Credit Suisse shall be canceled and returned Company by Credit Suisse to the Issuing Bank, (C) the Issuing Bank shall issue a Backstop Letter of Credit notice to the Trustee in replacement of given to the CS Letter of Credit and (D) the TrusteeTrustee at least 25 days prior to such date; provided, however, the Issuing Banksaid 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, Credit Suisse 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 Borrower Bonds thereupon shall cooperate fully with each other bear interest at the Weekly Rate determined pursuant to effectuate the more or less simultaneous exchange of all such letters of creditSection 2.02(b).

Mandatory Tender. On (a) The Holder of each Note other than a Pledged Note or before April 30a 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, 2007 (however, if any of such dates is not a Business Day, the date Mandatory Tender Date shall be deemed to be the 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 delivery of Trustee not less than five days prior to the items referred to in clauses (a)-(c) below being referred to herein as 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 Borrower shall have requirements of this Indenture therefor is delivered to the Administrative Agent and Trustee in accordance with the Loan Insurer terms of Section 3.10 of this Indenture, (a4) a copy 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 Notes is established during a fully executed 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 Variable Rate Period, and (7) that date which is 10 days after the Trustee receives a notice in writing from the Borrower to Credit Obligor, which notice (i) is delivered not later than the Notice Parties 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 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 date; provided, however, the ----------------- Trustee shall not effect a Mandatory Tender of any Bond Indentureunder this Section 4.05(a)(7) and a copy unless the Trustee verifies, prior to delivery of a fully executed notice from pursuant to Section 4.05(b)(1)(ii), that the Tender Agent to all Owners amount of the Interest Portion (each 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 Indentureuntil and including the proposed Mandatory Tender Date, and if the amount of said Interest Portion is then insufficient for such purpose, the Trustee shall immediately notify the Credit Obligor thereof in writing, and shall declare an Event of Default under Section 9.01(5) or Section 9.01(6) hereof effective as of the Tax-Exempt Bonds, which notices shall state the Borrower’s intention to provide Alternate Credit Enhancement and Alternate Liquidity Facility (each as defined in the Bond Indenture) and shall otherwise be in compliance with the requirements set forth in Sections 4.8(b) and 4.2 date of receipt of the Bond Indenture, respectively notice from the Credit Obligor pursuant to this Section 4.05(a)(7). (1) Notice of a Mandatory Tender shall be given by the “Mandatory Tender”), (b) a copy of such Alternate Credit Enhancement and an Alternate Liquidity Facility, together with a favorable opinion of bond counsel and an opinion of counsel Trustee in writing to the issuer of such Alternate Tender Agent, the Remarketing Agent, the Issuer, and the Credit Enhancement Obligor and Alternate Liquidity Facility, in each case, in compliance with writing by registered or certified mail to the requirements of clauses 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) of Section 4.8 state that all Notes shall be tendered by the Holders thereof on such Mandatory Tender Date by appropriate transfer on the records of the Bond Indenture and 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. (cBirmingham, Alabama time) written evidence together with an instrument of assignment or transfer duly executed in blank (i) the provision for the purchase from the Liquidity Provider which instrument of all Liquidity Provider Bonds (each as defined assignment or transfer shall be in the Bond Indentureform provided in the Notes or such other form as shall be acceptable to the Trustee or Tender Agent), (iv) and (ii) state that all obligations under Notes shall be purchased on the Existing Credit Facilities have been satisfied in full in cash in accordance with Mandatory Tender Date at a purchase price equal to 100% of the Pay-off Agreementprincipal amount thereof plus accrued interest, in each case in form and substance reasonably satisfactory the Controlling Party. On if any, to the Mandatory Tender Date, more and any Note that is not so transferred on the records of the Securities Depository or less simultaneously, so delivered to the Trustee or Tender Agent shall be deemed to have been tendered for purchase by the Holder thereof on the Mandatory Tender Date, (Av) state that any Holder may elect to retain the CS Letter Note or Notes thereof by written notice meeting the requirements of Credit subsection 3.05 (c) (a description of which requirements shall be included in favor such notice) delivered to the Principal Office of the Trustee not less than five days prior to the 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 Trustee not less than five days prior to the Mandatory Tender Date, which notice shall be canceled effective upon receipt and returned by 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 Credit Suisse, purchase the specified principal amount of the Notes of the Holder. (B2) the Backstop Letter of Credit in favor of Credit Suisse shall be canceled and returned by Credit Suisse to the Issuing Bank, (C) the Issuing Bank shall issue a Backstop Letter of Credit Any notice delivered to the Trustee in replacement of the CS Letter of Credit and (D) the Trustee, the Issuing Bank, Credit Suisse and the Borrower shall cooperate fully with each other by any Holder pursuant to effectuate the more or less simultaneous exchange of all such letters of credit.this subsection 3.05