Common use of Conversion of Interest Rate on Conversion Date Clause in Contracts

Conversion of Interest Rate on Conversion Date. The interest rate on a Series of Bonds shall be converted from a Floating Rate to a Fixed Rate upon the exercise by the Company of the Conversion Option, and the Bonds of such Series shall be subject to mandatory tender for purchase by the Owners thereof on the Conversion Date for such Series of Bonds. To exercise the Conversion Option for a Series of Bonds, the Company shall notify the Trustee, the Tender Agent, the Bank, the Authority and the Remarketing Agent in writing at least thirty-five (35) days prior to such Conversion Date of its intent to convert the Bonds of a Series and cause the Remarketing Agent to furnish to the Trustee the information set forth in paragraph 1 below and, thereafter cause the Trustee to deliver or mail by first class mail a notice at least twenty (20) days but not more than thirty (30) days prior to such Conversion Date to the Owner of each Bond being converted at the address shown on the registration books of th Bond Registrar. No such notice may be given unless the Trustee first receives (i) a commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to take effect on such Conversion Date, together with a form of such Substitute Letter of Credit; (ii) a Company Certificate to the effect that the representations and warranties of the Company made in the Agreement and in any other agreements or certificates given by the Company in connection with the issuance of the Bonds remain true and correct in all material respects as of the proposed Conversion Date; and (iii) with respect to the Series A Bonds only, an opinion of nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Series A Bonds will not cause the interest on the Series A Bonds to be includible in gross income of the Holders of such Bonds for federal income tax purposes. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. Said notice shall state in substance the following: 1. The Conversion Date for such Series of Bonds. 2. That the existing Letter of Credit securing such Bonds will expire two (2) Business Days after such Conversion Date. 3. That unless firm commitments for the purchase of all Outstanding Bonds of a Series have been received on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind an optional conversion of such Bonds. 4. That in the event the Company elects not to rescind the optional conversion of such Bonds, all such Bonds shall be subject to mandatory purchase on such Conversion Date pursuant to this Section 5.01. On or prior to such Conversion Date, Owners of such Bonds shall be required to deliver such Bonds to the Tender Agent for purchase at the Purchase Price, and any such Bonds not delivered to the Tender Agent on or prior to such Conversion Date ("Undelivered Bonds"), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money sufficient to pay the Purchase Price of the Undelivered Bonds, shall be deemed to have been purchased pursuant to this Section 5.01 and are deemed to be no longer Outstanding with respect to such prior Owners. IN THE EVENT OF A FAILURE BY AN OWNER OF SUCH BONDS TO DELIVER SUCH BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY SUCH UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR. Notwithstanding the foregoing provisions, to the extent that at the close of the fifth Business Day prior to the proposed Conversion Date, the Remarketing Agent has not presented to the Company firm commitments for the purchase of all of such Bonds, the Company, at its option, may rescind an optional conversion and the mandatory tender of such Bonds. Any such election to rescind must be made by the close of the fourth Business Day prior to the proposed Conversion Date, and the Company shall give written notice to the Trustee, the Tender Agent and the Bank of its decision to rescind by such time. The Company shall cause the Trustee to notify the affected Owners of such rescission immediately, and thereafter such Bonds shall bear interest at the Floating Rate in effect for the current Weekly Period and thereafter such Bonds shall bear interest at the Floating Rate until any subsequent Conversion Date effected in accordance with this Indenture. The Bonds of a Series are subject to mandatory purchase in whole on the Conversion Date, at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date; provided, however, that (i) all Pledged Bonds for which a commitment to purchase has not been received in connection with a conversion of such Bonds to a Fixed Rate, shall be redeemed or otherwise paid by the Company on or before the Conversion Date; and (ii) no such mandatory purchase shall take place in the event the Company exercises its right to rescind the conversion. Notwithstanding any provision of this Indenture to the contrary, the exercise by the Company of a Conversion Option with respect to one Series of Bonds shall not require or be conditioned on the exercise at any time by the Company of a Conversion Option with respect to any other Series of Bonds issued under this Indenture.

Conversion of Interest Rate on Conversion Date. The interest rate on a Series of the Bonds shall be converted from a the Floating Rate to a the Fixed Rate upon the exercise by the Company of the Conversion Option, and the Bonds of such Series shall be subject to mandatory tender for purchase by the Owners thereof on the Conversion Date for such Series of BondsDate. To exercise the Conversion Option for a Series of BondsOption, the Company shall notify the Trustee, the Tender Agent, the Bank, the Authority and the Remarketing Agent in writing at least thirty-five (35) days prior to such the Conversion Date of its intent to convert the Bonds of a Series and such exercise, cause the Remarketing Agent to furnish to the Trustee the information set forth in paragraph paragraphs 1 and 4 below and, thereafter cause the Trustee to deliver or mail by first class mail a notice at least twenty (20) days but not more than thirty (30) days prior to such the Conversion Date to the Owner of each Bond being converted at the address shown on the registration books of th the Bond Registrar. No such notice may be given unless the Trustee first receives receives: (i) an opinion of nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Bonds will not cause the interest on the Bonds to be includable in gross income of the Bondholders for federal income tax purposes; (ii) a commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to take effect on such the Conversion Date, together with a proposed form of such Substitute Letter of Credit; and (iiiii) a Company Certificate certificate to the effect that each of the Company's representations and warranties of the Company made in the Agreement and in any other agreements or certificates given by the Company in connection with the issuance of the Bonds remain true and correct in all material respects as of the proposed Conversion Date; and (iii) with respect to the Series A Bonds only, an opinion of nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Series A Bonds will not cause the interest on the Series A Bonds to be includible in gross income of the Holders of such Bonds for federal income tax purposes. Any notice given as provided in this Section section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. Said notice shall state in substance the following: 1. The the Conversion Date for such Series of Bonds.Date; 2. That that the existing Letter of Credit securing such Bonds will expire two five (25) Business Days after such the Conversion Date.; 3. That that unless firm commitments for the purchase of all Outstanding Bonds of a Series have been received on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind an optional conversion of such the Bonds.; and 4. That that in the event the Company elects not to rescind the optional conversion of such the Bonds, all such Bonds shall be subject to mandatory purchase on such the Conversion Date pursuant to this Section 5.01. On or prior to such the Conversion Date, Owners of such Bonds shall be required to deliver such their Bonds to the Tender Agent for purchase at the Purchase Price, and any such Bonds not delivered to the Tender Agent on or prior to such the Conversion Date ("Undelivered Bonds"), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money money sufficient to pay the Purchase Price of the Undelivered Bonds, shall be deemed to have been purchased pursuant to this Section 5.01 and are deemed to be no longer Outstanding with respect to such prior Owners. IN THE EVENT OF A FAILURE BY AN OWNER OF SUCH BONDS TO DELIVER SUCH ITS BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY SUCH UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS BENEFIT OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR. Notwithstanding the foregoing provisions, to the extent that at the close of the fifth Business Day prior to the proposed Conversion Date, the Remarketing Agent has not presented to the Company firm commitments for the purchase of all of such the Bonds, the Company, at its option, may rescind an optional conversion and of the mandatory tender of such Bonds. Any such election to rescind must be made by the close of the fourth Business Day prior to the proposed Conversion Date, Date and the Company shall give written notice to the Trustee, the Tender Agent and the Bank of its decision to rescind by such time. The Company shall cause the Trustee to immediately notify the affected Owners of such rescission immediately, and thereafter such the Bonds shall bear interest at the Floating Rate in effect for the current Weekly Period and thereafter such the Bonds shall bear interest at the Floating Rate until any subsequent Conversion Date effected in accordance with this Indenture. In the event the Company rescinds the proposed optional conversion in accordance with the terms of the foregoing paragraph, the Letter of Credit then in effect will remain in effect in accordance with its terms. The Bonds of a Series are subject to mandatory purchase in whole on the Conversion Date, at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date; provided, however, that that: (i) all Pledged Bonds for which a commitment to purchase has not been received in connection with a conversion of such the Bonds to a Fixed Rate, shall be redeemed or otherwise paid by the Company on or before the Conversion Date; and (ii) no such mandatory purchase shall take place in the event the Company exercises its right to rescind the conversion. Notwithstanding any provision of this Indenture to the contrary, the exercise by the Company of a Conversion Option with respect to one Series of Bonds shall not require or be conditioned on the exercise at any time by the Company of a Conversion Option with respect to any other Series of Bonds issued under this Indenture.

Conversion of Interest Rate on Conversion Date. The interest rate on a Series of the Bonds shall be converted from a the Floating Rate to a the Fixed Rate upon the exercise by the Company of the Conversion Option, and the Bonds of such Series shall be subject to mandatory tender for purchase by the Owners thereof on the Conversion Date for such Series of BondsDate. To exercise the Conversion Option for a Series of BondsOption, the Company shall notify the Trustee, the Tender Agent, the Bank, the Authority Board and the Remarketing Agent in writing at least thirty-five (35) days prior to such the Conversion Date of its intent to convert the Bonds of a Series and such exercise, cause the Remarketing Agent to furnish to the Trustee the information set forth in paragraph paragraphs 1 and 4 below and, thereafter cause the Trustee to deliver or mail by first class mail a notice at least twenty (20) days but not more than thirty (30) days prior to such the Conversion Date to the Owner of each Bond being converted at the address shown on the registration books of th the Bond Registrar. No such notice may be given unless the Trustee first receives receives: (i) an opinion of nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Bonds will not cause the interest on the Bonds to be includable in gross income of the Bondholders for federal income tax purposes; (ii) a commitment from the Bank or a Substitute Bank to issue or arrange for the issuance of a Substitute Letter of Credit to take effect on such the Conversion Date, together with a proposed form of such Substitute Letter of Credit; and (iiiii) a Company Certificate certificate to the effect that each of the Company's representations and warranties of the Company made in the Agreement and in any other agreements or certificates given by the Company in connection with the issuance of the Bonds remain true and correct in all material respects as of the proposed Conversion Date; and (iii) with respect to the Series A Bonds only, an opinion of nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Series A Bonds will not cause the interest on the Series A Bonds to be includible in gross income of the Holders of such Bonds for federal income tax purposes. Any notice given as provided in this Section section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. Said notice shall state in substance the following: 1. The the Conversion Date for such Series of Bonds.Date; 2. That that the existing Letter of Credit securing such Bonds will expire two five (25) Business Days after such the Conversion Date.; 3. That that unless firm commitments for the purchase of all Outstanding Bonds of a Series have been received on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind an optional conversion of such the Bonds.; and 4. That that in the event the Company elects not to rescind the optional conversion of such the Bonds, all such Bonds shall be subject to mandatory purchase on such the Conversion Date pursuant to this Section 5.01. On or prior to such the Conversion Date, Owners of such Bonds shall be required to deliver such their Bonds to the Tender Agent for purchase at the Purchase Price, and any such Bonds not delivered to the Tender Agent on or prior to such the Conversion Date ("Undelivered Bonds"), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money sufficient to pay the Purchase Price of the Undelivered Bonds, shall be deemed to have been purchased pursuant to this Section 5.01 and are deemed to be no longer Outstanding with respect to such prior Owners. IN THE EVENT OF A FAILURE BY AN OWNER OF SUCH BONDS TO DELIVER SUCH ITS BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY SUCH UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS BENEFIT OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR. Notwithstanding the foregoing provisions, to the extent that at the close of the fifth Business Day prior to the proposed Conversion Date, the Remarketing Agent has not presented to the Company firm commitments for the purchase of all of such the Bonds, the Company, at its option, may rescind an optional conversion and of the mandatory tender of such Bonds. Any such election to rescind must be made by the close of the fourth Business Day prior to the proposed Conversion Date, Date and the Company shall give written notice to the Trustee, the Tender Agent and the Bank of its decision to rescind by such time. The Company shall cause the Trustee to immediately notify the affected Owners of such rescission immediately, and thereafter such the Bonds shall bear interest at the Floating Rate in effect for the current Weekly Period and thereafter such the Bonds shall bear interest at the Floating Rate until any subsequent Conversion Date effected in accordance with this Indenture. In the event the Company rescinds the proposed optional conversion in accordance with the terms of the foregoing paragraph, the Letter of Credit then in effect will remain in effect in accordance with its terms. The Bonds of a Series are subject to mandatory purchase in whole on the Conversion Date, at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date; provided, however, that that: (i) all Pledged Bonds for which a commitment to purchase has not been received in connection with a conversion of such the Bonds to a Fixed Rate, shall be redeemed or otherwise paid by the Company on or before the Conversion Date; and (ii) no such mandatory purchase shall take place in the event the Company exercises its right to rescind the conversion. Notwithstanding any provision of this Indenture to the contrary, the exercise by the Company of a Conversion Option with respect to one Series of Bonds shall not require or be conditioned on the exercise at any time by the Company of a Conversion Option with respect to any other Series of Bonds issued under this Indenture.

Conversion of Interest Rate on Conversion Date. The interest rate on a Series of the Bonds shall be converted from a the Floating Rate to a the Fixed Rate Rate, upon the exercise by the Company Borrower of the Conversion Option, and the Bonds of such Series shall be subject to mandatory tender for purchase by the Owners thereof on the Conversion Date for such Series of BondsDate. To exercise the Conversion Option for a Series of BondsOption, the Company Borrower shall notify the Trustee, the Tender Agent, the Bank, the Authority and the Remarketing Agent in writing at least thirty-five (35) days prior to such the Conversion Date of its intent to convert the Bonds of a Series and such exercise, cause the Remarketing Agent to furnish to the Trustee the information set forth in paragraph 1 paragraphs 1, 2 and 6 below and, thereafter cause the Trustee to deliver or mail by first class mail a notice at least twenty (20) days but not more than thirty (30) days prior to such the Conversion Date to the Owner of each Bond being converted at the address shown on the registration books of th the Bond Registrar. No such notice may be given unless the Trustee first receives (i) an opinion of nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Bonds will not cause the interest on the Bonds to be includable in gross income of the Bondholders for federal income tax purposes, (ii) a commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to take effect on such the Conversion Date, together with a form of such Substitute Letter of Credit; , and (iiiii) a Company Certificate Borrower certificate to the effect that each of the Borrower's representations and warranties of the Company made in the Loan Agreement and in any other agreements or certificates given by the Company Borrower in connection with the issuance of the Bonds remain true and correct in all material respects as of the proposed Conversion Date; and (iii) with respect to the Series A Bonds only, an opinion of nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Series A Bonds will not cause the interest on the Series A Bonds to be includible in gross income of the Holders of such Bonds for federal income tax purposes. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. Said notice shall state in substance the following: 1. The Conversion Date for such Series of Bonds. 2. That the existing Letter of Credit securing such Bonds will expire two (2) Business Days after such Conversion Date. 3. That unless firm commitments for the purchase of all Outstanding Bonds of a Series have been received on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind an optional conversion of such Bonds. 4. That in the event the Company elects not to rescind the optional conversion of such Bonds, all such Bonds shall be subject to mandatory purchase on such Conversion Date pursuant to this Section 5.01. On or prior to such Conversion Date, Owners of such Bonds shall be required to deliver such Bonds to the Tender Agent for purchase at the Purchase Price, and any such Bonds not delivered to the Tender Agent on or prior to such Conversion Date ("Undelivered Bonds"), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money sufficient to pay the Purchase Price of the Undelivered Bonds, shall be deemed to have been purchased pursuant to this Section 5.01 and are deemed to be no longer Outstanding with respect to such prior Owners. IN THE EVENT OF A FAILURE BY AN OWNER OF SUCH BONDS TO DELIVER SUCH BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY SUCH UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR. Notwithstanding the foregoing provisions, to the extent that at the close of the fifth Business Day prior to the proposed Conversion Date, the Remarketing Agent has not presented to the Company firm commitments for the purchase of all of such Bonds, the Company, at its option, may rescind an optional conversion and the mandatory tender of such Bonds. Any such election to rescind must be made by the close of the fourth Business Day prior to the proposed Conversion Date, and the Company shall give written notice to the Trustee, the Tender Agent and the Bank of its decision to rescind by such time. The Company shall cause the Trustee to notify the affected Owners of such rescission immediately, and thereafter such Bonds shall bear interest at the Floating Rate in effect for the current Weekly Period and thereafter such Bonds shall bear interest at the Floating Rate until any subsequent Conversion Date effected in accordance with this Indenture. The Bonds of a Series are subject to mandatory purchase in whole on the Conversion Date, at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date; provided, however, that (i) all Pledged Bonds for which a commitment to purchase has not been received in connection with a conversion of such Bonds to a Fixed Rate, shall be redeemed or otherwise paid by the Company on or before the Conversion Date; and (ii) no such mandatory purchase shall take place in the event the Company exercises its right to rescind the conversion. Notwithstanding any provision of this Indenture to the contrary, the exercise by the Company of a Conversion Option with respect to one Series of Bonds shall not require or be conditioned on the exercise at any time by the Company of a Conversion Option with respect to any other Series of Bonds issued under this Indenture.

Conversion of Interest Rate on Conversion Date. (a) The interest rate on a Series of the Bonds shall be converted from a the Floating Rate to a the Fixed Rate upon the Company’s exercise by the Company of the Conversion OptionOption in accordance with the provisions of this Section, and the Bonds of such Series shall be subject to mandatory tender for purchase by the Owners thereof on the Conversion Date for such Series of BondsDate. To exercise the Conversion Option for a Series of BondsOption, the Company shall notify the Trustee, the Tender Agent, the Bank, the Authority and the Placement and Remarketing Agent in writing at least thirty-five (35) days prior to such the Conversion Date of its intent election to convert have the interest rate on the Bonds of a Series converted to the Fixed Rate, shall direct the Placement and cause the Remarketing Agent to furnish to fix the proposed Conversion Date and notify the Trustee the information set forth in paragraph 1 below andthereof, thereafter cause and shall direct the Trustee to deliver or mail mail, by first class mail a notice mail, at least twenty (20) days but not more than thirty (30) days prior to such the Conversion Date Date, to the Owner of each Bond being converted at the address of such Owner as shown on the registration books Bond Register, a notice stating, in substance, the following: (i) the proposed Conversion Date; (ii) the existing Letter of th Bond RegistrarCredit will expire five (5) Business Days after the Conversion Date; (iii) unless firm commitments for the purchase of all Outstanding Bonds have been received or a firm agreement to underwrite the sale of all Outstanding Bonds has been entered into, in either case on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind its election to convert the interest rate on the Bonds; and (iv) unless the Company elects to rescind its election to convert the interest rate on the Bonds, all Bonds which have not been remarketed on or prior to the Conversion Date shall be subject to mandatory redemption on the Conversion Date pursuant to this Section 5.01. No such notice may be given unless the Trustee first receives (i) a an opinion of Bond Counsel to the effect that the proposed conversion of the interest rate on the Bonds will not cause the interest on the Bonds to be included in gross income of the Bondholders for federal income tax purposes, (ii) an executed, written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to take effect on such the Conversion DateDate in an amount not less than the aggregate principal amount of the Bonds to remain Outstanding following the Conversion Date plus interest thereon computed at the Fixed Rate for the minimum number of days required by the Rating Agency to maintain the then-current rating on the Bonds or, if there is no Rating Agency then maintaining a credit rating on the Bonds, for 210 days, together with a the substantial form of such Substitute Letter of Credit; , and (iiiii) a certificate of an Authorized Representative of the Company Certificate to the effect that each of the Company’s representations and warranties of the Company made in the Loan Agreement and in any other agreements or certificates given by the Company in connection with the issuance of the Bonds remain true and correct in all material respects as of the proposed Conversion Date; and (iii) with respect to the Series A Bonds only, an opinion of nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Series A Bonds will not cause the interest on the Series A Bonds to be includible in gross income of the Holders of such Bonds for federal income tax purposes. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. Said notice shall state in substance the following: 1. The Conversion Date for such Series of Bonds. 2. That the existing Letter of Credit securing such Bonds will expire two (2) Business Days after such Conversion Date. 3. That unless firm commitments for the purchase of all Outstanding Bonds of a Series have been received on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind an optional conversion of such Bonds. 4. That in the event the Company elects not to rescind the optional conversion of such Bonds, all such Bonds shall be subject to mandatory purchase on such Conversion Date pursuant to this Section 5.01. On or prior to such Conversion Date, Owners of such Bonds shall be required to deliver such Bonds to the Tender Agent for purchase at the Purchase Price, and any such Bonds not delivered to the Tender Agent on or prior to such Conversion Date ("Undelivered Bonds"), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money sufficient to pay the Purchase Price of the Undelivered Bonds, shall be deemed to have been purchased pursuant to this Section 5.01 and are deemed to be no longer Outstanding with respect to such prior Owners. IN THE EVENT OF A FAILURE BY AN OWNER OF SUCH BONDS TO DELIVER SUCH BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY SUCH UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR. Notwithstanding the foregoing provisions, to the extent that at the close of the fifth Business Day prior to the proposed Conversion Date, the Remarketing Agent has not presented to the Company firm commitments for the purchase of all of such Bonds, the Company, at its option, may rescind an optional conversion and the mandatory tender of such Bonds. Any such election to rescind must be made by the close of the fourth Business Day prior to the proposed Conversion Date, and the Company shall give written notice to the Trustee, the Tender Agent and the Bank of its decision to rescind by such time. The Company shall cause the Trustee to notify the affected Owners of such rescission immediately, and thereafter such Bonds shall bear interest at the Floating Rate in effect for the current Weekly Period and thereafter such Bonds shall bear interest at the Floating Rate until any subsequent Conversion Date effected in accordance with this Indenture. The Bonds of a Series are subject to mandatory purchase in whole on the Conversion Date, at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date; provided, however, that (i) all Pledged Bonds for which a commitment to purchase has not been received in connection with a conversion of such Bonds to a Fixed Rate, shall be redeemed or otherwise paid by the Company on or before the Conversion Date; and (ii) no such mandatory purchase shall take place in the event the Company exercises its right to rescind the conversion. Notwithstanding any provision of this Indenture to the contrary, the exercise by the Company of a Conversion Option with respect to one Series of Bonds shall not require or be conditioned on the exercise at any time by the Company of a Conversion Option with respect to any other Series of Bonds issued under this Indenture.proposed

Conversion of Interest Rate on Conversion Date. (a) The interest rate on a Series of the Bonds shall be converted from a the Floating Rate to a the Fixed Rate upon the Company’s exercise by the Company of the Conversion OptionOption in accordance with the provisions of this Section, and the Bonds of such Series shall be subject to mandatory tender for purchase by the Owners thereof on the Conversion Date for such Series of BondsDate. To exercise the Conversion Option for a Series of BondsOption, the Company shall notify the Trustee, the Tender Agent, the Bank, the Authority and the Placement and Remarketing Agent in writing at least thirty-five (35) days prior to such the Conversion Date of its intent election to convert have the interest rate on the Bonds of a Series converted to the Fixed Rate, shall direct the Placement and cause the Remarketing Agent to furnish to fix the proposed Conversion Date and notify the Trustee the information set forth in paragraph 1 below andthereof, thereafter cause and shall direct the Trustee to deliver or mail mail, by first class mail a notice mail, at least twenty (20) days but not more than thirty (30) days prior to such the Conversion Date Date, to the Owner of each Bond being converted at the address of such Owner as shown on the registration books Bond Register, a notice stating, in substance, the following: (1) the proposed Conversion Date; (2) the existing Letter of th Bond RegistrarCredit will expire five (5) Business Days after the Conversion Date; (3) unless firm commitments for the purchase of all Outstanding Bonds have been received or a firm agreement to underwrite the sale of all Outstanding Bonds has been entered into, in either case on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind its election to convert the interest rate on the Bonds; and (4) unless the Company elects to rescind its election to convert the interest rate on the Bonds, all Bonds which have not been remarketed on or prior to the Conversion Date shall be subject to mandatory redemption on the Conversion Date pursuant to this Section 5.01. No such notice may be given unless the Trustee first receives (i) a an opinion of Bond Counsel to the effect that the proposed conversion of the interest rate on the Bonds will not cause the interest on the Bonds to be included in gross income of the Bondholders for federal income tax purposes, (ii) an executed, written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to take effect on such the Conversion DateDate in an amount not less than the aggregate principal amount of the Bonds to remain Outstanding following the Conversion Date plus interest thereon computed at the Fixed Rate for the minimum number of days required by the Rating Agency to maintain the then-current rating on the Bonds or, if there is no Rating Agency then maintaining a credit rating on the Bonds, for 210 days, together with a the substantial form of such Substitute Letter of Credit; , and (iiiii) a certificate of an Authorized Representative of the Company Certificate to the effect that each of the Company’s representations and warranties of the Company made in the Loan Agreement and in any other agreements or certificates given by the Company in connection with the issuance of the Bonds remain true and correct in all material respects as of the proposed Conversion Date; and (iii) with respect to the Series A Bonds only, an opinion of nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Series A Bonds will not cause the interest on the Series A Bonds to be includible in gross income of the Holders of such Bonds for federal income tax purposes. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. Said notice shall state in substance the following: 1. The Conversion Date for such Series of Bonds. 2. That the existing Letter of Credit securing such Bonds will expire two (2) Business Days after such Conversion Date. 3. That unless firm commitments for the purchase of all Outstanding Bonds of a Series have been received on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind an optional conversion of such Bonds. 4. That in the event the Company elects not to rescind the optional conversion of such Bonds, all such Bonds shall be subject to mandatory purchase on such Conversion Date pursuant to this Section 5.01. On or prior to such Conversion Date, Owners of such Bonds shall be required to deliver such Bonds to the Tender Agent for purchase at the Purchase Price, and any such Bonds not delivered to the Tender Agent on or prior to such Conversion Date ("Undelivered Bonds"), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money sufficient to pay the Purchase Price of the Undelivered Bonds, shall be deemed to have been purchased pursuant to this Section 5.01 and are deemed to be no longer Outstanding with respect to such prior Owners. IN THE EVENT OF A FAILURE BY AN OWNER OF SUCH BONDS TO DELIVER SUCH BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY SUCH UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR. Notwithstanding the foregoing provisions, to the extent that at the close of the fifth Business Day prior to the proposed Conversion Date, the Remarketing Agent has not presented to the Company firm commitments for the purchase of all of such Bonds, the Company, at its option, may rescind an optional conversion and the mandatory tender of such Bonds. Any such election to rescind must be made by the close of the fourth Business Day prior to the proposed Conversion Date, and the Company shall give written notice to the Trustee, the Tender Agent and the Bank of its decision to rescind by such time. The Company shall cause the Trustee to notify the affected Owners of such rescission immediately, and thereafter such Bonds shall bear interest at the Floating Rate in effect for the current Weekly Period and thereafter such Bonds shall bear interest at the Floating Rate until any subsequent Conversion Date effected in accordance with this Indenture. The Bonds of a Series are subject to mandatory purchase in whole on the Conversion Date, at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date; provided, however, that (i) all Pledged Bonds for which a commitment to purchase has not been received in connection with a conversion of such Bonds to a Fixed Rate, shall be redeemed or otherwise paid by the Company on or before the Conversion Date; and (ii) no such mandatory purchase shall take place in the event the Company exercises its right to rescind the conversion. Notwithstanding any provision of this Indenture to the contrary, the exercise by the Company of a Conversion Option with respect to one Series of Bonds shall not require or be conditioned on the exercise at any time by the Company of a Conversion Option with respect to any other Series of Bonds issued under this Indenture.proposed

Conversion of Interest Rate on Conversion Date. (a) The interest rate on a Series of the Bonds shall be converted from a the Floating Rate to a the Fixed Rate Rate, upon the exercise by the Company of the Conversion Option, and the Bonds of such Series shall be subject to mandatory tender for purchase by the Owners thereof on the Conversion Date for such Series of BondsDate. To exercise the Conversion Option for a Series of BondsOption, the Company shall notify the Trustee, the Tender Agent, the Bank, the Authority and the Remarketing Agent in writing at least thirty-five (35) days prior to such the Conversion Date of its intent to convert the Bonds of a Series and such exercise, cause the Remarketing Agent to furnish to the Trustee the information set forth in paragraph 1 3 below and, thereafter cause the Trustee to deliver or mail by first class mail a notice at least twenty (20) days but not more than thirty (30) days prior to such the Conversion Date to the Owner of each Bond being converted at the address shown on the registration books of th the Bond Registrar. No such notice may be given unless the Trustee first receives (i) an opinion of Xxxxxx & Xxxxx LLP or other nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Bonds will not cause the interest on the Bonds to be includable in gross income of the Bondholders for federal income tax purposes, (ii) a commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to take effect on such the Conversion Date, together with a form of such Substitute Letter of Credit; , and (iiiii) a Company Certificate certificate to the effect that each of the Company’s representations and warranties of the Company made in the Loan Agreement and in any other agreements or certificates given by the Company in connection with the issuance of the Bonds remain true and correct in all material respects as of the proposed Conversion Date; and (iii) with respect to the Series A Bonds only, an opinion of nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Series A Bonds will not cause the interest on the Series A Bonds to be includible in gross income of the Holders of such Bonds for federal income tax purposes. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. Said notice shall state in substance the following: 1. (i) The Conversion Date for such Series of BondsDate. 2. (ii) That the existing Letter of Credit securing such Bonds will expire two five (25) Business Days after such the Conversion Date. 3. (iii) That unless firm commitments for the purchase of all Outstanding Bonds of a Series have been received on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind an optional conversion of such the Bonds. 4. (iv) That in the event the Company elects not to rescind the optional conversion of such the Bonds, all such Bonds which have not been remarketed on or prior to the Conversion Date shall be subject to mandatory purchase on such the Conversion Date pursuant to this Section 5.01. . (b) On or prior to such the Conversion Date, Owners of such Bonds shall be required to deliver such their Bonds to the Tender Agent for purchase at the Purchase Price, and any such Bonds not delivered to the Tender Agent on or prior to such the Conversion Date ("“Undelivered Bonds"”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money money sufficient to pay the Purchase Price of the Undelivered Bonds, shall be deemed to have been purchased pursuant to this Section 5.01 and are deemed to be no longer Outstanding with respect to such prior Owners. IN THE EVENT OF A FAILURE BY AN OWNER OF SUCH BONDS TO DELIVER SUCH ITS BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY SUCH UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR. . (c) Notwithstanding the foregoing provisions, to the extent that at the close of the fifth (5th) Business Day prior to the proposed Conversion Date, the Remarketing Agent has not presented to the Company firm commitments for the purchase of all of such the Bonds, the Company, at its option, may rescind an optional conversion and a Conversion Option of the mandatory tender of such Bonds. Any such election to rescind must be made by the close of the fourth (4th) Business Day pay prior to the proposed Conversion Date, Date and the Company shall give written notice to the Trustee, the Tender Agent and the Bank of its decision to rescind by such time. The Company shall cause the Trustee to immediately notify the affected Owners of such rescission immediately, and thereafter such the Bonds shall bear interest at the Floating Rate in effect for the current Weekly Period and thereafter such the Bonds shall bear interest at the Floating Rate applicable to such series of Bonds until any subsequent Conversion Date effected in accordance with this Indenture. . (d) In the event the Company rescinds the proposed Conversion Option in accordance with the terms of the foregoing paragraph, the Letter of Credit then in effect will remain in effect in accordance with its terms. (e) The Bonds of a Series are subject to mandatory purchase in whole on the Conversion Date, Date at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date; provided, however, that (i) all Pledged Bonds for which a commitment to purchase has not been received in connection with a conversion of such the Bonds to a the Fixed Rate, Rate shall be redeemed or otherwise paid by the Company on or before the Conversion Date; and (ii) no such mandatory purchase shall take place in the event the Company exercises its right to rescind the conversion. Notwithstanding any provision of this Indenture to the contrary, the exercise by the Company of a Conversion Option with respect to one Series of Bonds shall not require or be conditioned on the exercise at any time by the Company of a Conversion Option with respect to any other Series of Bonds issued under this IndentureOption.