Bondholder Consent to Subsequent Indexed Mode. (a) On or before the date that is one hundred twenty (120) days prior to the Mandatory Purchase Date, the Obligor may provide written notice to the Bondholders of its desire to change the interest rate Mode of the Bonds (including remarketing for a new Interest Period in the LIBOR Term Indexed Mode) and requesting the Bondholders to purchase such Bonds in such new Mode or for such new Interest Period or provide the liquidity or credit enhancement necessary to facilitate the conversion of the Bonds to such new Mode. The Bondholders will make reasonable efforts to respond to such request within sixty (60) days after receipt of all information necessary, in the Bondholders’ reasonable judgment, to permit the Bondholders to make an informed credit decision. The Bondholders may, in their sole and absolute discretion, decide to accept or reject any such request, and no consent shall become effective unless all of the Bondholders shall have consented thereto in writing. In the event the Bondholders fail to definitively respond to such request within such sixty (60) day period, the Bondholders shall be deemed to have refused to grant such request. The consent of the Bondholders, if granted, shall be conditioned upon the preparation, execution and delivery of documentation in form and substance satisfactory to the Bondholders (which may include, but not be limited to, the delivery of a “no adverse effect opinion” of Bond Counsel to the Bondholders with respect to the tax-exempt status of the Bonds as a result of such conversion or remarketing). In the event the Obligor and the Bondholders fail to document in writing their agreement of the proposed terms of the succeeding Interest Period(s), the Obligor shall continue to be required to repurchase the Bonds on the Mandatory Purchase Date at the Mandatory Tender Purchase Price.
