Common use of Optional Tender Clause in Contracts

Optional Tender. Section 4.01. Optional Tender in Daily, Weekly, Monthly and Term Mode. (a) By the purchase and acceptance of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates (other than Liquidity Floater Certificates) acquires the right to exercise the Tender Option in the Daily, Weekly, Monthly and Term Mode with Term Periods 30 days or less in duration prior to the earlier of (i) the Scheduled Expiration Date, (ii) the Last Designated Termination Date, or (iii) the occurrence of a Tender Option Termination Event with respect to all Maturities; provided that, if the Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration of such Grace Period, so long as no other Tender Option Termination Event shall have occurred on or before such Business Day. (b) The Trustee is hereby directed to enter into a Liquidity Facility to provide for Liquidity Loans to the Trust to fund the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under such Liquidity Facility pursuant to Article IX hereof. (c) To exercise its Tender Option, a Beneficial Owner of Floater Certificates is required to deliver irrevocable written notice of tender, or irrevocable telephonic notice of tender promptly confirmed in writing, to the Remarketing Agent and the Tender Agent, by delivering a Tender Notice specifying the principal amount of such Beneficial Owner’s Floater Certificates to be purchased on the Optional Tender Date, which shall be in Authorized Denominations. Such notice must be given during business hours on any Business Day prior to the applicable times set forth as follows: (i) for tenders in Daily Mode, 10:30 a.m. on the Optional Tender Date; (ii) for tenders in Weekly Mode, 3:00 p.m. on the Business Day seven calendar days before the Optional Tender Date; (iii) for tenders in Monthly Mode, 3:00 p.m. on the Business Day five Business Days before the Optional Tender Date; (iv) for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with an Optional Tender Date described in clause (iv) of the definition thereof in Section 1.1, 3:00 p.m. on the Business Day five Business Days before such Optional Tender Date. The Tender Agent shall promptly give a copy of each notice to the Liquidity Bank by Electronic Means.

Optional Tender. Section 4.01. Optional Tender in Daily, Weekly, Monthly and Term Mode. (a) By the purchase and acceptance The Holder of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates (other than Liquidity Floater Certificates) acquires any Note shall have the right to tender such Note to the Trustee or Tender Agent for purchase in whole or in part (if in part, only in an Authorized Denomination) on any Business Day during any Variable Rate Period, but not during any Fixed Rate Period, at a purchase price equal to 100% of the principal amount of Notes (or portions thereof) tendered plus accrued interest to the specified purchase date. In order to exercise such option with respect to any Note, the Tender Option Holder thereof must deliver notice thereof to the Trustee, as provided below in the Dailythis Section, Weekly, Monthly and Term Mode with Term Periods 30 at its Designated Office at least 7 days or less in duration prior to the earlier of (i) the Scheduled Expiration Date, (ii) the Last Designated Termination Date, or (iii) the occurrence of a Tender Option Termination Event with respect to all Maturities; provided that, if the proposed Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration of such Grace Period, so long as no other Tender Option Termination Event shall have occurred on or before such Business DayDate. (b) The Trustee is hereby directed to enter into a Liquidity Facility to provide for Liquidity Loans written notice of Optional Tender must be substantially in the form set forth on Exhibit C attached hereto, or in such other form as shall be acceptable to the Trust Trustee, and must be duly executed by the Noteholder and must specify (i) the name of the registered Holder of the Note to fund be tendered for purchase, (ii) the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under Date, (iii) the certificate number (if applicable) and principal amount of such Liquidity Facility pursuant Note, and (iv) the principal amount of such Note to Article IX hereofbe purchased (if such amount is less than the entire principal amount, the amount to be purchased must be in an Authorized Denomination). Such notice shall be given to the Trustee in writing. (c) To exercise If any notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day as the Optional Tender Date. Unless a notice of Optional Tender indicates that less than the entire principal amount of the Note is being tendered for purchase, the Holder will be deemed to have tendered the Note in its Tender Optionentire principal amount for purchase. (d) Not later than 3:00 p.m. (Ft. Lauderdale, a Beneficial Owner Florida time) on the Business Day after receipt of Floater Certificates is required to deliver irrevocable any such written notice of tender, or irrevocable telephonic Optional Tender the Trustee shall deliver written notice of tender promptly confirmed in writing, to the Remarketing Agent and the Tender Agent, by delivering a Tender Notice the Remarketing Agent, the Issuer and the Credit Obligor specifying (i) the principal amount of Notes for which a notice of Optional Tender has been given and (ii) the proposed Optional Tender Date therefor. (e) Upon delivery of a written notice of Optional Tender, the election to tender shall be irrevocable and binding upon such Beneficial Owner’s Floater Certificates Holder and may not be withdrawn. The Trustee shall, in its sole discretion, determine whether, with respect to be any Note, the Holder thereof shall have properly exercised the option to have such Holder's Note or any authorized part thereof purchased pursuant to this Section. (f) If a written notice of tender shall have been duly given with respect to any Note or any authorized part thereof, the Holder of such Note shall deliver such Note 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) on the Optional Tender Date, together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in Authorized Denominations. Such notice must the form provided on such Note or in such other form as shall be given during business hours on any Business Day prior acceptable to the applicable times set forth as follows: (i) Trustee or the Tender Agent). During a period in which the Book-Entry System is in effect for tenders the Notes, transfers of the beneficial ownership interests in Daily Mode, 10:30 a.m. 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 an Optional Tender Date shall be deemed satisfied thereby. Any Note or any authorized part thereof for which a notice of Optional Tender has been given but which is not so delivered to the Trustee or Tender Agent or transferred on the records of the Securities Depository shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date;. (iig) On each Optional Tender Date the Trustee shall purchase, or cause to be purchased, all Notes or any authorized part thereof as to which written notices of Optional Tender for tenders in Weekly Mode, 3:00 p.m. on purchase have been received at a purchase price equal to 100% of the Business Day seven calendar days before principal amount thereof plus accrued interest to the Optional Tender Date;. Funds for payment of the purchase price of such Notes or such parts shall be drawn by the Trustee from the Note Purchase Fund as provided in Section 7.2. (iiih) If there has been irrevocably deposited in the Note Purchase Fund an amount sufficient to pay the principal amount of plus accrued interest to the specified purchase date on all Notes or authorized parts thereof tendered or deemed to be tendered for tenders in Monthly Mode, 3:00 p.m. purchase on the Business Day five Business Days before the an Optional Tender Date; (iv) , any Unsurrendered Notes shall be deemed to have been tendered for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. purchase and purchased from the Holder thereof on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with an such Optional Tender Date described in clause (iv) and the Holder of any Unsurrendered Note shall not be entitled to receive interest on such Unsurrendered Note for any period on and after the definition thereof in Section 1.1, 3:00 p.m. on the Business Day five Business Days before such Optional 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 Optional Tender Date and, upon receipt by the Trustee or Tender Agent of any such Unsurrendered Notes from the Holders thereof, shall promptly give a copy pay, or cause to be paid, the purchase price of each notice such Unsurrendered Notes to the Liquidity Bank by Electronic MeansHolders thereof and cancel such Unsurrendered Notes. (i) Anything in this Indenture to the contrary notwithstanding, no Optional Tender of Notes shall be permitted for Pledged Notes or for any Note which is deemed Fully Paid.

Optional Tender. Section 4.01. Optional Tender in Daily, Weekly, Monthly and Term Mode. (a) By While the Bonds are in the Weekly Rate Mode, any Outstanding Bond or portion thereof in an Authorized Denomination (except any Pledged Bond or Company Bond) shall be purchased on the demand of the Owner thereof on any Business Day at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the purchase and acceptance of Floater Certificatesdate, each Holder and Beneficial Owner of Floater Certificates upon delivery (other than Liquidity Floater Certificatesby facsimile or otherwise) acquires the right to exercise the Tender Option in Agent at its Principal Office on any Business Day, of the Daily, Weekly, Monthly and Term Mode with Term Periods 30 days or less in duration prior to the earlier of following: (i) a written irrevocable notice, which will be effective upon receipt, which (A) states the Scheduled Expiration Datename and address of the Owner, (ii) the Last Designated Termination Date, or (iii) the occurrence of a Tender Option Termination Event with respect to all Maturities; provided that, if the Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration of such Grace Period, so long as no other Tender Option Termination Event shall have occurred on or before such Business Day. (b) The Trustee is hereby directed to enter into a Liquidity Facility to provide for Liquidity Loans to the Trust to fund the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under such Liquidity Facility pursuant to Article IX hereof. (c) To exercise its Tender Option, a Beneficial Owner of Floater Certificates is required to deliver irrevocable written notice of tender, or irrevocable telephonic notice of tender promptly confirmed in writing, to the Remarketing Agent and the Tender Agent, by delivering a Tender Notice specifying the principal amount of such Beneficial Owner’s Floater Certificates Bond (and the portion thereof to be purchased tendered, if less than the full principal amount is to be tendered) and the Bond number, and (B) states the date on the Optional Tender Datewhich such Bond shall be so purchased, which date shall be in Authorized Denominations. Such notice must be given during business hours on any a Business Day not prior to the applicable times set forth as follows:seventh day next succeeding the date of the delivery of such notice to the Tender Agent; and (iii) for tenders such Bond (with all necessary endorsements and guarantee of signature) attached to such notice; provided, however, that the purchase price of such Bond shall be paid by the close of business on the purchase date, but only upon the delivery of the Bond to the Tender Agent and provided such Bond shall conform in Daily Modeall material respects to the description thereof in such notice; and provided, further, that if the Owner of the tendered Bond is an open-ended diversified management investment company (registered under the Investment Company Act of 1940, as amended), the delivery required under this paragraph (ii) need not be made until 10:30 a.m. on the Optional Tender Date; (ii) for tenders in Weekly Mode, 3:00 p.m. date such Bond is to be purchased from such Owner. Undelivered Bonds shall be deemed to have been delivered at the time and on the Business Day seven calendar days before date required, and as of such date and time shall no longer be deemed to be Outstanding under this Indenture. The Owner of any Undelivered Bond shall be entitled only to the Optional Tender Date; (iii) purchase price payable for tenders in Monthly Mode, 3:00 p.m. such Bond on the Business Day five Business Days before required delivery date thereof, and such purchase price shall be paid to such Owner only upon surrender of such Bond to the Optional Tender Date; Agent. Notwithstanding the foregoing, if the Bonds in the Weekly Rate Mode are held in a Book-Entry System, a Beneficial Owner shall have the right to optionally tender for purchase its beneficial interest in any Outstanding Bonds (iv) for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with an Optional Tender Date described in clause (iv) of the definition portion thereof in Section 1.1, 3:00 p.m. on an Authorized Denomination) at the Business Day five Business Days before purchase price set forth above. Such right shall be exercised with respect to such Optional Tender Date. The Tender Agent shall promptly give a copy of each notice Bonds by the Beneficial Owner's delivery to the Liquidity Bank by Electronic Means.Remarketing Agent, at the Remarketing Agent's Principal Office, of an irrevocable written notice identifying the name and address of such Beneficial

Optional Tender. Section 4.01. Optional Tender in Daily, Weekly, Monthly and Term Mode. (a) By the purchase and acceptance The Holder of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates (other than Liquidity Floater Certificates) acquires any Note shall have the right to tender such Note to the Trustee or Tender Agent for purchase in whole or in part (if in part, only in an Authorized Denomination) on any Business Day during any Variable Rate Period, but not during any Fixed Rate Period, at a purchase price equal to 100% of the principal amount of Notes (or portions thereof) tendered plus accrued interest to the specified purchase date. In order to exercise such option with respect to any Note, the Tender Option Holder thereof must deliver notice thereof to the Trustee, as provided below in the Dailythis Section, Weekly, Monthly and Term Mode with Term Periods 30 at its Principal Office at least 7 days or less in duration prior to the earlier of (i) the Scheduled Expiration Date, (ii) the Last Designated Termination Date, or (iii) the occurrence of a Tender Option Termination Event with respect to all Maturities; provided that, if the proposed Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration of such Grace Period, so long as no other Tender Option Termination Event shall have occurred on or before such Business DayDate. (b) The Trustee is hereby directed to enter into a Liquidity Facility to provide for Liquidity Loans written notice of Optional Tender must be substantially in the form set forth on Exhibit C attached hereto, or in such other form as shall be acceptable to the Trust Trustee, and must be duly executed by the Noteholder and must specify (i) the name of the registered Holder of the Note to fund be tendered for purchase, (ii) the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under Date, (iii) the certificate number (if applicable) and principal amount of such Liquidity Facility pursuant Note, and (iv) the principal amount of such Note to Article IX hereofbe purchased (if such amount is less than the entire principal amount, the amount to be purchased must be in an Authorized Denomination). Such notice shall be given to the Trustee in writing or by telephone, but no such telephonic notice shall be effective unless confirmed in writing delivered to the Trustee not more than 2 Business Days after such telephonic notice. (c) To exercise If any notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day as the Optional Tender Date. Unless a notice of Optional Tender indicates that less than the entire principal amount of the Note is being tendered for purchase, the Holder will be deemed to have tendered the Note in its Tender Optionentire principal amount for purchase. (d) Not later than 3:00 p.m. (Birmingham, a Beneficial Owner Alabama time) on the Business Day after receipt of Floater Certificates is required to deliver irrevocable any such telephonic or written notice of tender, or irrevocable telephonic Optional Tender the Trustee shall deliver written notice of tender promptly confirmed in writing, to the Remarketing Agent and the Tender Agent, by delivering a Tender Notice the Remarketing Agent, the Issuer and the Credit Obligor specifying (i) the principal amount of Notes for which a notice of Optional Tender has been given and (ii) the proposed Optional Tender Date therefor. (e) Upon delivery of a written notice of Optional Tender, the election to tender shall be irrevocable and binding upon such Beneficial Owner’s Floater Certificates Holder and may not be withdrawn. The Trustee shall, in its sole discretion, determine whether, with respect to be any Note, the Holder thereof shall have properly exercised the option to have his Note or any authorized part thereof purchased pursuant to this Section. (f) If a written notice of tender shall have been duly given with respect to any Note or any authorized part thereof, the Holder of such Note shall deliver such Note 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) on the Optional Tender Date, together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in Authorized Denominations. Such notice must the form provided on such Note or in such other form as shall be given during business hours on any Business Day prior acceptable to the applicable times set forth as follows: (i) Trustee or the Tender Agent). During a period in which the Book-Entry System is in effect for tenders the Notes, transfers of the beneficial ownership interests in Daily Mode, 10:30 a.m. 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 an Optional Tender Date shall be deemed satisfied thereby. Any Note or any authorized part thereof for which a notice of Optional Tender has been given but which is not so delivered to the Trustee or Tender Agent or transferred on the records of the Securities Depository shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date;. (iig) On each Optional Tender Date the Trustee shall purchase, or cause to be purchased, all Notes or any authorized part thereof as to which written notices of Optional Tender for tenders in Weekly Mode, 3:00 p.m. on purchase have been received at a purchase price equal to 100% of the Business Day seven calendar days before principal amount thereof plus accrued interest to the Optional Tender Date;. Funds for payment of the purchase price of such Notes or such parts shall be drawn by the Trustee from the Note Purchase Fund as provided in Section 7.02. (iiih) If there has been irrevocably deposited in the Note Purchase Fund an amount sufficient to pay the purchase price of all Notes or authorized parts thereof tendered or deemed to be tendered for tenders in Monthly Mode, 3:00 p.m. purchase on the Business Day five Business Days before the an Optional Tender Date; (iv) , any Unsurrendered Notes shall be deemed to have been tendered for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. purchase and purchased from the Holder thereof on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with an such Optional Tender Date described in clause (iv) and the Holder of any Unsurrendered Note shall not be entitled to receive interest on such Unsurrendered Note for any period on and after the definition thereof in Section 1.1, 3:00 p.m. on the Business Day five Business Days before such Optional 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 Optional Tender Date and, upon receipt by the Trustee or Tender Agent of any such Unsurrendered Notes from the Holders thereof, shall promptly give a copy pay, or cause to be paid, the purchase price of each notice such Unsurrendered Notes to the Liquidity Bank by Electronic MeansHolders thereof and cancel such Unsurrendered Notes. (i) Anything in this Indenture to the contrary notwithstanding, no Optional Tender of Notes shall be permitted for Pledged Notes or for any Note which is deemed Fully Paid.

Optional Tender. Section 4.01. Optional Tender in Daily, Weekly, Monthly and Term Mode. (a) By the purchase and acceptance The Holder of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates (other than Liquidity Floater Certificates) acquires this Bond shall have the right to tender this Bond to the Bond Trustee for purchase in whole or in part on any Business Day. In order to exercise such option, the Holder thereof must deliver notice to the Bond Trustee [not later than 10:00 p.m. on the Optional Tender Option Date] [if such Bond is in the Daily, Weekly, Monthly and Term Mode with Term Periods 30 Daily Rate Mode] [at least 7 days or less in duration prior to the earlier Optional Tender Date] [if such Bond is in the Weekly Rate Mode]. Any such notice of Optional Tender must be duly executed by the Holder and must specify (i) the Scheduled Expiration Datename of the Holder of the Bond to be tendered for purchase, (ii) the Last Designated Termination Optional Tender Date, or (iii) the occurrence principal amount of such Bond, and (iv) the principal amount of such Bond to be purchased (if such amount is less than the entire principal amount, both the amount to be purchased and the amount remaining must be in an Authorized Denomination). The notice of Optional Tender must be substantially as set forth in the Trust Agreement or in such other form as shall be acceptable to the Bond Trustee. If any notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day as the Optional Tender Date. Unless a notice of Optional Tender indicates that less than the entire principal amount of the Bond is being tendered for purchase, the Holder will be deemed to have tendered the Bond in its entire principal amount for purchase. Upon delivery of a Tender Option Termination Event written notice of Optional Tender, the election to tender shall be irrevocable and binding upon the Holder and may not be withdrawn. If a written notice of tender shall have been duly given with respect to all Maturities; provided thatthis Bond, if the Holder of this Bond shall deliver this Bond to the Bond Trustee on the Optional Tender Date. If only a portion of this Bond is to be purchased (as a result of the exercise of the Optional Tender right only with respect to such portion), the Holder shall receive a new Bond or Bonds of the same maturity and interest rate and of any Authorized Denomination or Denominations as requested by the Holder in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal amount of this Bond. Any Bond (or portion thereof) that is to be so purchased but that is not so delivered to the Bond Trustee shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date. On each Optional Tender Date would occur during the Grace PeriodBond Trustee shall pay to the Holder of each Bond (or portion thereof) properly tendered for purchase an amount equal to the Purchase Price. Funds for payment of the Purchase Price of such Bonds shall be paid 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 an Optional Tender Date, such Bond shall be deemed to have been tendered for purchase and purchased from the Holder thereof on such Optional Tender Date Date, and the Holder of such Bond shall not occur unless be entitled to receive interest on such Bond for any period on and after the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date Date. The Bond Trustee shall be issue a new Bond or Bonds in the first Business Day following the expiration of same aggregate principal amount for any such Grace Period, so long as no other Tender Option Termination Event shall have occurred on or before such Business Day. (b) The Trustee Bond which is hereby directed to enter into a Liquidity Facility to provide not tendered for Liquidity Loans to the Trust to fund the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under and, upon receipt by the Bond Trustee of any such Liquidity Facility pursuant to Article IX hereof. (c) To exercise its Tender OptionBond from the Holder thereof, a Beneficial Owner of Floater Certificates is required to deliver irrevocable written notice of tendershall pay, or irrevocable telephonic notice cause to be paid, the Purchase Price of tender promptly confirmed in writing, such Tendered Bond to the Remarketing Agent Holder thereof and the Tender Agent, by delivering a Tender Notice specifying the principal amount of cancel such Beneficial Owner’s Floater Certificates to be purchased on the Tendered Bond. Holders may exercise Optional Tender Date, which shall be in Authorized Denominations. Such notice must be given during business hours on any Business Day prior to rights notwithstanding the applicable times set forth as follows: (i) for tenders in Daily Mode, 10:30 a.m. on the Optional Tender Date; (ii) for tenders in Weekly Mode, 3:00 p.m. on the Business Day seven calendar days before the Optional Tender Date; (iii) for tenders in Monthly Mode, 3:00 p.m. on the Business Day five Business Days before the Optional Tender Date; (iv) for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with existence of an Optional Tender Date described in clause (iv) Event of the definition thereof in Section 1.1, 3:00 p.m. on the Business Day five Business Days before such Optional Tender Date. The Tender Agent shall promptly give a copy of each notice to the Liquidity Bank by Electronic MeansDefault.

Optional Tender. Section 4.01. Optional Tender in Daily, Weekly, Monthly and Term Mode. (a) By the purchase and acceptance The Holder of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates any Bond (other than Liquidity Floater Certificatesan “Obligor Bond” as defined in the Indenture) acquires shall have the right to tender such Bond to the Trustee or to any Tender Agent appointed pursuant to the Indenture for purchase in whole or in part (if in part, only in an Authorized Denomination) on any Business Day during any Variable Rate Period, but not during any Term Rate Period, at a purchase price equal to 100% of the principal amount of the Bond (or portion thereof) tendered plus accrued interest to the specified purchase date (an “Optional Tender Date”). In order to exercise such option with respect to any Bond, the Tender Option in Holder thereof must deliver notice thereof to the DailyTrustee, Weeklyas provided below, Monthly and Term Mode with Term Periods 30 at least 7 days or less in duration prior to the earlier proposed Optional Tender Date. Any such notice of Optional Tender must be duly executed by the Bondholder and must specify (i) the Scheduled Expiration Datename of the registered Holder of the Bond to be tendered for purchase, (ii) the Last Designated Termination Optional Tender Date, or (iii) the occurrence of a Tender Option Termination Event with respect to all Maturities; provided that, if the Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration certificate number and principal amount of such Grace PeriodBond, so long as no other Tender Option Termination Event shall have occurred on or before such Business Day. and (biv) The Trustee is hereby directed to enter into a Liquidity Facility to provide for Liquidity Loans to the Trust to fund the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under such Liquidity Facility pursuant to Article IX hereof. (c) To exercise its Tender Option, a Beneficial Owner of Floater Certificates is required to deliver irrevocable written notice of tender, or irrevocable telephonic notice of tender promptly confirmed in writing, to the Remarketing Agent and the Tender Agent, by delivering a Tender Notice specifying the principal amount of such Beneficial Owner’s Floater Certificates Bond to be purchased (if such amount is less than the entire principal amount, both the amount to be purchased and the amount remaining must be in an Authorized Denomination). Such notice may be given to the Trustee in writing or by telephone, but no such telephonic notice shall be effective unless confirmed in writing delivered to the Trustee not more than 2 Business Days after such telephonic notice. A form of the Optional Tender Notice may be obtained from the Trustee upon request. If any notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day as the Optional Tender Date. Unless a notice of Optional Tender indicates that less than the entire principal amount of the Bond is being tendered for purchase, the Holder will be deemed to have tendered the Bond in its entire principal amount for purchase. Upon delivery of a written notice of Optional Tender, the election to tender shall be irrevocable and binding upon such Holder and may not be withdrawn. If a written notice of Optional Tender shall have been duly given with respect to any Bond, the Holder of such Bond shall deliver such Bond to the Office of the Trustee or the Office of the Tender Agent on the Optional Tender Date, which together with all necessary endorsements for transfer. If only a portion of such Bond is to be purchased (as a result of the exercise of the Optional Tender right only with respect to such portion), the Issuer shall be in Authorized Denominations. Such notice must be given during business hours on any Business Day prior execute and the Trustee shall authenticate and deliver to the applicable times set forth Holder of such Bond, without service charge, a new Bond or Bonds of the same Maturity and interest rate and of any Authorized Denomination or Denominations as follows: requested by such Holder in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal amount of the Bond surrendered. Any Bond (ior portion thereof) for tenders in Daily Mode, 10:30 a.m. that is to be so purchased but that is not so delivered to the Trustee or Tender Agent (an “Unsurrendered Bond”) shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date; (ii) . If there has been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the purchase price of any Unsurrendered Bond, such Unsurrendered Bond shall be deemed to have been tendered for tenders in Weekly Mode, 3:00 p.m. purchase and purchased from the Holder thereof on such Optional Tender Date and the Business Day seven calendar days before Holder of such Unsurrendered Bond shall not be entitled to receive interest on such Unsurrendered Bond for any period on and after the Optional Tender Date; (iii) for tenders . Anything in Monthly Modethis bond or the Indenture to the contrary notwithstanding, 3:00 p.m. on the Business Day five Business Days before the Bondholders may exercise their Optional Tender Date; (iv) for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. on rights notwithstanding the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with existence of an Optional Tender Date described in clause (iv) Event of the definition thereof in Section 1.1, 3:00 p.m. on the Business Day five Business Days before such Optional Tender Date. The Tender Agent shall promptly give a copy of each notice to the Liquidity Bank by Electronic MeansDefault.

Optional Tender. Section 4.01. Optional Tender in Daily, Weekly, Monthly and Term Mode. (a) By the purchase and acceptance Each owner of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates (other than Liquidity Floater Certificates) acquires the right to exercise the Tender Option in the Daily, Weekly, Monthly and Term Mode with Term Periods 30 days or less in duration prior to the earlier of (i) the Scheduled Expiration Date, (ii) the Last Designated Termination Date, or (iii) the occurrence of a Tender Option Termination Event with respect to all Maturities; provided that, if the Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default any ----------- --------------- --------------- Bond may demand that is subject to such Grace Period shall its Bond be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration of such Grace Period, so long as no other Tender Option Termination Event shall have occurred on or before such Business Day. (b) The Trustee is hereby directed to enter into a Liquidity Facility to provide for Liquidity Loans to the Trust to fund the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under such Liquidity Facility pursuant to Article IX hereof. (c) To exercise its Tender Option, a Beneficial Owner of Floater Certificates is required to deliver irrevocable written notice of tender, or irrevocable telephonic notice of tender promptly confirmed in writing, to the Remarketing Agent and purchased by the Tender Agent, by delivering in whole (or in part in an Authorized Denomination), on any Business Day at a purchase price equal to the principal amount thereof plus accrued interest, if any, to the Purchase Date as provided below. To effect such a purchase, the Bondholder must (i) deliver to the Tender Notice specifying Agent at its principal office a written irrevocable notice, which will be effective upon receipt, which states the name and address of the registered owner, the principal amount of such Beneficial Owner’s Floater Certificates Bond (and the portion thereof to be purchased tendered, if less than the full principal amount is to be tendered) and the Bond number, and states the date on the Optional Tender Datewhich such Bond shall be purchased, which date shall be in Authorized Denominations. Such notice must be given during business hours on any a Business Day prior at least seven days following the date of delivery of such notice to the applicable times set forth as follows: (i) for tenders in Daily ModeTender Agent, 10:30 a.m. on the Optional Tender Date; and (ii) for tenders in Weekly Modedeliver to the Tender Agent at its principal office by 10:30 a.m., 3:00 p.m. Baltimore time on the Purchase Date (A) the Bonds being tendered, and (B) an instrument of transfer in form satisfactory to the Tender Agent, executed in blank by the owner thereof with the signature of a member of a signature guarantee program approved by the Securities Transfer Association (currently MSP, STAMP and SEMP). If the Bonds are held in a Book Entry System, the right to optionally tender Bonds may be exercised by a Beneficial Owner. Such right shall be exercised by delivery by the Beneficial Owner to the Remarketing Agent of the notice described in the preceding paragraph stating that such Beneficial Owner will cause its beneficial interest (or portion thereof in an Authorized Denomination) to be tendered, the amount of such interest to be tendered, the date on which such interest will be tendered (which date shall be a Business Day at least seven calendar days before the Optional Tender Date; (iii) for tenders in Monthly Mode, 3:00 p.m. on the Business Day five Business Days before the Optional Tender Date; (iv) for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with an Optional Tender Date described in clause (iv) after delivery of the definition thereof in Section 1.1, 3:00 p.m. on the Business Day five Business Days before such Optional Tender Date. The Tender Agent shall promptly give a copy of each notice to the Liquidity Bank by Electronic MeansRemarketing Agent) and the identity of the Participant through which the Beneficial Owner maintains its interest. Upon delivery of such notice, the Beneficial Owner must make arrangements to have its beneficial ownership interest in the Bonds being tendered transferred to the Remarketing Agent at or prior to 10:00 a.m., Baltimore time, on the Purchase Date.

Optional Tender. Section 4.01. Optional Tender in DailyBeneficial Owners of Variable Rate Bonds bearing interest at a Daily Rate, Weekly, Weekly Rate or Monthly and Term Mode. (a) By the purchase and acceptance Rate of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates (other than Liquidity Floater Certificates) acquires the right Series may elect to exercise the Tender Option in the Daily, Weekly, Monthly and Term Mode with Term Periods 30 days or less in duration prior to the earlier of (i) the Scheduled Expiration Date, (ii) the Last Designated Termination Datehave their 2010 Bonds, or portions thereof in amounts equal to Authorized Denominations (iii) the occurrence of a Tender Option Termination Event with respect to all Maturities; provided that, if the Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration of such Grace Period, so long as no other Tender Option Termination Event shall have occurred on or before such Business Day. (b) The Trustee any untendered portion is hereby directed also an Authorized Denomination), purchased at a purchase price equal to enter into a Liquidity Facility to provide for Liquidity Loans to the Trust to fund the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under such Liquidity Facility pursuant to Article IX hereof. (c) To exercise its Tender Option, a Beneficial Owner of Floater Certificates is required to deliver irrevocable written notice of tender, or irrevocable telephonic notice of tender promptly confirmed in writing, to the Remarketing Agent and the Tender Agent, by delivering a Tender Notice specifying the principal amount of such Beneficial Owner’s Floater Certificates to be purchased 2010 Bonds (or portions thereof), plus accrued interest, if any, payable in immediately available funds on the Optional Tender Datefollowing purchase dates and upon the giving of the following telephonic notice, which shall confirmed in writing, or written notices meeting the further requirements of subsection (b) below: (1) Variable Rate Bonds with interest payable at a Daily Rate may be in Authorized Denominations. Such notice must be given during business hours tendered for purchase on any Business Day on or prior to conversion from a Daily Rate to a different Variable Rate, upon delivery of an irrevocable telephonic notice, confirmed in writing, or written notice of tender given to the Tender Agent, the Fiscal Agent and the applicable Remarketing Agent not later than 11:00 a.m., New York City time, on the designated purchase date. (2) Variable Rate Bonds with interest payable at a Weekly Rate may be tendered for purchase on any Business Day on or prior to conversion from a Weekly Rate to a different Variable Rate, upon delivery of an irrevocable written notice of tender to the Tender Agent, the Fiscal Agent and the applicable Remarketing Agent not later than 4:00 p.m., New York City time, on a Business Day not less than five (5) Business Days prior to the applicable times designated purchase date, which date shall be set forth as follows:in the tender notice. (i3) Variable Rate Bonds with interest payable at a Monthly Rate may be tendered for tenders in Daily Mode, 10:30 a.m. purchase on the Optional commencement date of the next succeeding Rate Period for such 2010 Bonds upon delivery of an irrevocable written notice of tender to the Tender Date; (ii) for tenders in Weekly ModeAgent, 3:00 p.m. the Fiscal Agent and the applicable Remarketing Agent not later than 4:00 p.m., New York City time, on the a Business Day seven calendar days before the Optional Tender Date; not less than five (iii5) for tenders in Monthly Mode, 3:00 p.m. on the Business Day five Business Days before the Optional Tender Date; (iv) for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with an Optional Tender Date described in clause (iv) of the definition thereof in Section 1.1, 3:00 p.m. on the Business Day five Business Days before such Optional Tender Date. The Tender Agent shall promptly give a copy of each notice prior to the Liquidity Bank by Electronic Meansdesignated purchase date.

Optional Tender. Section 4.01(a) The Holder of any Bond shall have the right to tender such Bond to the Trustee or Tender Agent for purchase in whole or in part (if in part, only in an Authorized Denomination) on any Business Day during any Variable Rate Period, but not during any Fixed Rate Period, at a purchase price equal to 100% of the principal amount of Bonds (or portions thereof) tendered plus accrued interest to the specified purchase date. In order to exercise such option with respect to any Bond, the Holder thereof must deliver notice thereof to the Trustee, as provided below in this Section, at the Principal Office of the Trustee at least 7 days prior to the proposed Optional Tender in Daily, Weekly, Monthly and Term ModeDate. (ab) By Any such notice of Optional Tender must be duly executed by the purchase Bondholder and acceptance of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates (other than Liquidity Floater Certificates) acquires the right to exercise the Tender Option in the Daily, Weekly, Monthly and Term Mode with Term Periods 30 days or less in duration prior to the earlier of must specify (i) the Scheduled Expiration Datename of the registered Holder of the Bond to be tendered for purchase, (ii) the Last Designated Termination Optional Tender Date, or (iii) the occurrence of a Tender Option Termination Event with respect to all Maturities; provided that, certificate number (if the Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration applicable) and principal amount of such Grace PeriodBond, so long as no other Tender Option Termination Event shall have occurred on or before such Business Day. and (biv) The Trustee is hereby directed to enter into a Liquidity Facility to provide for Liquidity Loans to the Trust to fund the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under such Liquidity Facility pursuant to Article IX hereof. (c) To exercise its Tender Option, a Beneficial Owner of Floater Certificates is required to deliver irrevocable written notice of tender, or irrevocable telephonic notice of tender promptly confirmed in writing, to the Remarketing Agent and the Tender Agent, by delivering a Tender Notice specifying the principal amount of such Beneficial Owner’s Floater Certificates Bond to be purchased (if such amount is less than the entire principal amount, the amount to be purchased must be in an Authorized Denomination). Such notice shall be given to the Trustee in writing or by telephone, but no such telephonic notice shall be effective unless confirmed in writing delivered to the Trustee not more than 2 Business Days after such telephonic notice. The written notice of Optional Tender must be substantially in the following form or in such other form as shall be acceptable to the Trustee: Optional Tender Notice ---------------------- SouthTrust Bank, National Association Attention: Corporate Trust Department 110 Office Park Drive - 2nd Floor Birmingham, Alabama 35223 ▇▇: ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ds (Color Image, Inc. Project), Series 1999, issued by the Development Authority of Gwinnett County pursuant to a Trust Indenture dated June 1, 1999 The undersigned is the registered owner of the following Bond, which is part of the above-referenced issue of Bonds: Certificate Number: ------------------------ Principal Amount: ------------------------ The undersigned hereby elects to have (check one as appropriate, and be certain to designate the principal amount tendered, if less than the entire amount): ________ the entire principal amount ________ $__________ (must be an authorized multiple of the smallest Authorized Denomination) of the principal amount of such Bond purchased on the following date (specify a Business Day that is at least 7 days after notice of tender is delivered to the Trustee): -------------------------- [Optional Tender Date, which shall be in Authorized Denominations] THE UNDERSIGNED ACKNOWLEDGES THAT THIS ELECTION IS IRREVOCABLE AND BINDING ON THE UNDERSIGNED AND CANNOT BE WITHDRAWN. Such notice Dated: --------------------- Print or Type ------------------------------------ Name of Bondholder ------------------------------------ Address ------------------------------------ Telephone Number Signature ------------------------------------ (The name and signature must be given during business hours on any Business Day prior correspond exactly to the applicable times set forth as follows: (i) for tenders in Daily Mode, 10:30 a.m. name appearing on the Optional Tender Date; (ii) for tenders in Weekly Mode, 3:00 p.m. on registration books maintained by the Business Day seven calendar days before the Optional Tender Date; (iii) for tenders in Monthly Mode, 3:00 p.m. on the Business Day five Business Days before the Optional Tender Date; (iv) for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with an Optional Tender Date described in clause (iv) of the definition thereof in Section 1.1, 3:00 p.m. on the Business Day five Business Days before such Optional Tender Date. The Tender Agent shall promptly give a copy of each notice to the Liquidity Bank by Electronic Means.Trustee)

Optional Tender. Section 4.01. The Holder of this Bond shall have the right to tender this Bond to the Tender Agent for purchase in whole or in part (if in part, in any authorized denomination) on any Business Day during any Seven-Day Rate Period, but not during any Yearly Fixed Rate Period or the Permanent Fixed Rate Period, at a purchase price equal to 100% of the principal amount hereof (or portions hereof) tendered plus accrued interest to the specified purchase date (the “Optional Tender in DailyDate”). In order to exercise such option with respect to this Bond, Weeklythe Holder hereof must give to the Trustee at the Trustee’s Office, Monthly and Term Mode. with a copy to the Tender Agent at the Tender Office, at least seven days prior to the proposed Optional Tender Date, notice (a) By the purchase and acceptance by telephone, confirmed by Notice of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates (other Tender not more than Liquidity Floater Certificates) acquires the right to exercise the Tender Option in the Daily, Weekly, Monthly and Term Mode with Term Periods 30 days or less in duration prior to the earlier of (i) the Scheduled Expiration Date, (ii) the Last Designated Termination Datetwo Business Days after such initial notice, or (iiib) by Notice of Tender. “Notice of Tender” shall mean written, formal notice of tender in the occurrence form attached hereto as Schedule I or in such other form as shall be acceptable to the Trustee. If the telephonic notice or the Notice of Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the Business Day next succeeding the stated Optional Tender Option Termination Event Date. Upon the delivery of Notice of Tender, such election to tender shall be irrevocable and binding upon the Holder of this Bond. If a Notice of Tender with respect to all Maturities; provided that, if the Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration of such Grace Period, so long as no other Tender Option Termination Event this Bond shall have occurred on been duly given, the Holder of this Bond shall deliver this Bond to the Tender Agent at the Tender Office at or before such Business Day. (b) The Trustee is hereby directed to enter into a Liquidity Facility to provide for Liquidity Loans to the Trust to fund the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under such Liquidity Facility pursuant to Article IX hereof. (c) To exercise its Tender Option, a Beneficial Owner of Floater Certificates is required to deliver irrevocable written notice of tender, or irrevocable telephonic notice of tender promptly confirmed in writing, to the Remarketing Agent and the Tender Agent, by delivering a Tender Notice specifying the principal amount of such Beneficial Owner10:00 a.m. Trustee’s Floater Certificates to be purchased Time on the Optional Tender Date, together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in Authorized Denominations. Such notice must the form attached hereto or in such other form as shall be given during business hours on any Business Day prior acceptable to the applicable times set forth as follows: (i) for tenders in Daily ModeTender Agent). At or before 1:00 p.m. Trustee’s Time on that Optional Tender Date, 10:30 a.m. the Trustee shall cause the Tender Agent to purchase this Bond so delivered at the aforesaid purchase price. If this Bond is not so delivered on the Optional Tender Date; (ii) , this Bond shall nevertheless be deemed to have been tendered for tenders in Weekly Mode, 3:00 p.m. purchase by the Holder hereof on the Business Day seven calendar days before the Optional Tender Date; (iii) , and the Holder hereof shall not be entitled to receive interest on this Bond for tenders in Monthly Mode, 3:00 p.m. any period on the Business Day five Business Days before or after the Optional Tender Date; (iv) for tenders Date if the amount on deposit in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. the Bond Purchase Fund is sufficient to pay the purchase price of all Bonds to be purchased on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with an Optional Tender Date described in clause (iv) of the definition thereof in Section 1.1, 3:00 p.m. on the Business Day five Business Days before such Optional Tender Date. The Tender Agent shall promptly give a copy of each notice to the Liquidity Bank by Electronic Means.

Optional Tender. Section 4.01(a) The Holder of any Bond shall have the right to tender such Bond to the Trustee or Tender Agent for purchase in whole or in part (if in part, only in an Authorized Denomination) on any Business Day during any Variable Rate Period, but not during any Fixed Rate Period, at a purchase price equal to 100% of the principal amount of Bonds (or portions thereof) tendered plus accrued interest to the specified purchase date. In order to exercise such option with respect to any Bond, the Holder thereof must deliver notice thereof to the Trustee, as provided below in this Section, at the Principal Office of the Trustee at least 7 days prior to the proposed Optional Tender in Daily, Weekly, Monthly and Term ModeDate. (ab) By Any such notice of Optional Tender must be duly executed by the purchase Bondholder and acceptance of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates (other than Liquidity Floater Certificates) acquires the right to exercise the Tender Option in the Daily, Weekly, Monthly and Term Mode with Term Periods 30 days or less in duration prior to the earlier of must specify (i) the Scheduled Expiration Datename of the registered Holder of the Bond to be tendered for purchase, (ii) the Last Designated Termination Optional Tender Date, or (iii) the occurrence of a Tender Option Termination Event with respect to all Maturities; provided that, certificate number (if the Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration applicable) and principal amount of such Grace PeriodBond, so long as no other Tender Option Termination Event shall have occurred on or before such Business Day. and (biv) The Trustee is hereby directed to enter into a Liquidity Facility to provide for Liquidity Loans to the Trust to fund the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under such Liquidity Facility pursuant to Article IX hereof. (c) To exercise its Tender Option, a Beneficial Owner of Floater Certificates is required to deliver irrevocable written notice of tender, or irrevocable telephonic notice of tender promptly confirmed in writing, to the Remarketing Agent and the Tender Agent, by delivering a Tender Notice specifying the principal amount of such Beneficial Owner’s Floater Certificates Bond to be purchased (if such amount is less than the entire principal amount, the amount to be purchased must be in an Authorized Denomination). Such notice shall be given to the Trustee in writing or by telephone, but no such telephonic notice shall be effective unless confirmed in writing delivered to the Trustee not more than 2 Business Days after such telephonic notice. The written notice of Optional Tender must be substantially in the following form or in such other form as shall be acceptable to the Trustee: Optional Tender Notice ---------------------- SouthTrust Bank, National Association Attention: Corporate Trust Department ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: Variable/Fixed Rate Industrial Development Revenue Bonds (Color Image, Inc. Project), Series 1999, issued by the Development Authority of Gwinnett County pursuant to a Trust Indenture dated June 1, 1999 The undersigned is the registered owner of the following Bond, which is part of the above-referenced issue of Bonds: Certificate Number: ------------------------ Principal Amount: ------------------------ The undersigned hereby elects to have (check one as appropriate, and be certain to designate the principal amount tendered, if less than the entire amount): ________ the entire principal amount ________ $__________ (must be an authorized multiple of the smallest Authorized Denomination) of the principal amount of such Bond purchased on the following date (specify a Business Day that is at least 7 days after notice of tender is delivered to the Trustee): -------------------------- [Optional Tender Date, which shall be in Authorized Denominations] THE UNDERSIGNED ACKNOWLEDGES THAT THIS ELECTION IS IRREVOCABLE AND BINDING ON THE UNDERSIGNED AND CANNOT BE WITHDRAWN. Such notice Dated: --------------------- Print or Type ------------------------------------ Name of Bondholder ------------------------------------ Address ------------------------------------ Telephone Number Signature ------------------------------------ (The name and signature must be given during business hours on any Business Day prior correspond exactly to the applicable times set forth as follows: (i) for tenders in Daily Mode, 10:30 a.m. name appearing on the Optional Tender Date; (ii) for tenders in Weekly Mode, 3:00 p.m. on registration books maintained by the Business Day seven calendar days before the Optional Tender Date; (iii) for tenders in Monthly Mode, 3:00 p.m. on the Business Day five Business Days before the Optional Tender Date; (iv) for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with an Optional Tender Date described in clause (iv) of the definition thereof in Section 1.1, 3:00 p.m. on the Business Day five Business Days before such Optional Tender Date. The Tender Agent shall promptly give a copy of each notice to the Liquidity Bank by Electronic Means.Trustee)