Common use of Delivery of Purchased Bonds Clause in Contracts

Delivery of Purchased Bonds. (a) Bonds purchased with moneys described in Section 4.03(a) hereof shall be delivered by the Trustee, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in full. (b) Bonds purchased with moneys described in Section 4.03(b) hereof shall be delivered by the Trustee to or upon the order of the Credit Provider and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged Bonds. (c) Bonds purchased with moneys described in Section 4.03(c) hereof shall, at the direction of the Company, (i) be delivered as instructed by the Company, or (ii) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. (e) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided above, Bonds delivered as provided in this Section shall be registered in the manner directed by the recipient thereof.

Delivery of Purchased Bonds. (a) Bonds purchased with moneys described in sold by the Remarketing Agent pursuant to Section 4.03(a) 4.04 hereof shall be delivered by to the TrusteeRemarketing Agent, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository as specified in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in fullSection 4.04(e) hereof. (b) Bonds purchased by the Trustee, acting as Tender Agent, hereunder: (i) with moneys described in clause (ii) of Section 4.03(b4.05(a) hereof (“Liquidity Provider Bonds” or “Bank Bonds,” as applicable), shall be delivered held by the Trustee, as Tender Agent, and registered to the Bank or the Liquidity Provider or its designee, as applicable (except as otherwise instructed by the Bank or the Liquidity Provider, as applicable). The Remarketing Agent shall seek to remarket any Liquidity Provider Bonds or Bank Bonds, as applicable, prior to remarketing any other Bonds tendered for purchase. Upon notice by the Liquidity Provider or Bank that such Liquidity Provider or Bank has been reimbursed by the Borrower for the payment of all amounts drawn under the Liquidity Facility or Letter of Credit, as applicable, the Trustee shall hold the Liquidity Provider Bonds or Bank Bonds, as the case may be, in trust for the Borrower and such Bonds shall thereafter cease to be Liquidity Provider Bonds or Banks Bonds and shall be thereafter treated as Borrower Bonds, until remarketed as provided herein. The Remarketing Agent shall seek to remarket Borrower Bonds only after remarketing all other Bonds tendered for purchase. The proceeds of any remarketing of Liquidity Provider Bonds or Bank Bonds shall be transferred by the Trustee to the Liquidity Provider or upon the order Bank, as applicable. Upon receipt by the Trustee of funds representing the proceeds of the Credit remarketing of Liquidity Provider and shallBonds or Bank Bonds, if requested Bonds in place of such Liquidity Provider Bonds or Bank Bonds, as applicable, so purchased shall be made available for pick-up by the Remarketing Agent for subsequent delivery to the purchasers thereof, or the ownership interest shall be transferred to the new direct participants on the books of DTC. Prior to or simultaneously with such delivery, the proceeds of such remarketing shall have been or shall be transferred to the Liquidity Provider or the Bank and the Liquidity Facility or the Letter of Credit, as applicable, shall either have been reinstated or the amount available for the drawing thereunder shall have been automatically increased to cover the remarketed Bonds as provided in the Liquidity Facility or Letter of Credit Provider, be marked with a legend indicating that they are Pledged Bonds.and confirmed in writing by the Liquidity Provider or the Bank; and (cii) Bonds purchased with moneys described in clause (iii) of Section 4.03(c4.05(a) hereof shall, at the direction of the CompanyBorrower, be (iA) be delivered as instructed held by the CompanyTrustee, or (ii) be delivered to the Trustee acting as Tender Agent, for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. Borrower, (eB) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(bcanceled or (C) hereof shall be made by payment delivered to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided above, Bonds delivered as provided in this Section shall be registered in the manner directed by the recipient thereofBorrower.

Delivery of Purchased Bonds. (a) Bonds purchased with moneys described in Section 4.03(aSECTION 4.05(a) hereof shall be delivered by the TrusteeTender Agent, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in fullthereof. (b) Bonds purchased with moneys described in Section 4.03(bSECTION 4.05(b) hereof shall be held by the Tender Agent in trust for the benefit of the Bank pursuant to the Pledge Agreement or, upon receipt of written instructions from the Bank, such Bonds shall be delivered by the Trustee Tender Agent to or upon the order Bank. If the Bonds are held in the Book-Entry System, such Bonds shall be recorded in the books of the Credit Provider and shallSecurities Depository for the account of the Tender Agent, if requested as custodian for the Bank, as pledgee. The Bank's security interest in such Bonds shall be released only after the Tender Agent has been notified in writing by the Bank that the Letter of Credit Provider, be marked with a legend indicating that they are Pledged Bondshas been fully reinstated. (c) Bonds purchased with moneys described in Section 4.03(cSECTION 4.05(c) hereof shall, at the direction of the Company, be (iA) be delivered as instructed by the Company, Company or (iiB) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect The Tender Agent shall deliver to the Bondsperson to whom the Tender Agent is to deliver such Bonds the due bills, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein if any, delivered to the account of the Trustee on the books of the Securities Depository. (e) While the Book-Entry System is Tender Agent with such Bonds in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bondsaccordance with SECTION 4.04 hereof. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided above, Bonds delivered as provided in this Section shall be registered in the manner directed by the recipient thereof.

Delivery of Purchased Bonds. (a) Bonds (or portions thereof in authorized denominations) purchased pursuant to Section 2.05 (other than on a Fixed Rate Conversion Date) shall be delivered as follows: (a) (i) Bonds (or portions thereof in authorized denominations) purchased with moneys described in clause (i) (to the extent that the Trustee has received notice of reinstatement of the Letter of Credit in an amount equal to the Purchase Price of the Bonds and has so notified the Tender Agent) and in clause (ii) of Section 4.03(a2.05(h) hereof shall be delivered by the Trustee, at its Delivery Office, Tender Agent to or upon the order of the purchasers thereof and beneficial interests upon receipt of payment thereof. Prior to such delivery, the Tender Agent shall surrender such Bonds, if so requested by the purchasers thereof, to the Trustee for registration of transfer. Bonds, portions of which in authorized denominations shall have been purchased with such moneys, shall be surrendered by the Tender Agent to the Trustee for registration of transfer with respect to principal amounts thereof so purchased and for registration of transfer with respect to the principal amounts thereof not so purchased as provided in clause (ii) below or for cancellation as provided in clause (iii) below; (a) (ii) Bonds (or portions thereof in authorized denominations), any portion of the Purchase Price of which shall have been paid with moneys drawn under the Letter of Credit, shall, if and to the extent that the Trustee has not received notice of reinstatement of the Letter of Credit in an amount equal to the Purchase Price of the Bonds (or portion thereof), be surrendered by the Tender Agent to the Trustee for registration of transfer to the Company and upon such registration of transfer, the Bonds issued in respect thereof shall be registered on delivered to and held by the books Tender Agent for the account of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, Company and there shall not be registered any beneficial ownership released, pledged or otherwise transferred or disposed of unless prior to or simultaneously with respect the release of the Bonds by the Tender Agent to Bonds described the Remarketing Agents for remarketing, the amount to be drawn under the Letter of Credit shall have been correspondingly reinstated and written notice of such reinstatement shall have been delivered by the Trustee or the Bank to the Tender Agent, or in this paragraph which were Pledged Bondsthe case of a purchase pursuant to Section 2.05(e), until the Credit Provider has confirmed that the an Alternate Credit Facility meeting the requirements of Section 6.07 has been reinstated provided; PROVIDED, FURTHER, that, upon receipt by the Tender Agent of either (A) notice of the establishment of a Mandatory Purchase Date pursuant to Section 2.05(e) or (B) notice from the Bank directing mandatory tender and purchase of the Bonds pursuant to Section 2.05(j), then any Bonds theretofore or thereafter purchased with such moneys drawn under the Letter of Credit shall be surrendered by the Tender Agent to the Trustee for registration of transfer to the Bank and upon such registration of transfer, the Bonds issued in full. respect thereof shall be delivered to and held by the Tender Agent for the account of the Bank and shall not be released, pledged or otherwise transferred or disposed of (except to the Bank) unless otherwise provided by the Remarketing Agreement, and the Tender Agent shall notify the Bank that it is holding such Bonds for the Bank's account; and [2.07] (b) Bonds (or portions thereof in authorized denominations) purchased with moneys described in pursuant to Section 4.03(b2.05(d) hereof shall be delivered by the Trustee (only insofar as such subsection relates to or upon the order of the Credit Provider and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged Bonds. (cFixed Rate Conversion Date) Bonds purchased with moneys described in Section 4.03(c) hereof shall, at the direction of the Company, (i) be delivered as instructed by the Company, or (ii) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. cancellation and Bonds shall be issued in exchange therefor in accordance with Section 2.03(k), which shall be delivered: (di) While to the Book-Entry System is in effect purchasers thereof, with respect to the BondsBonds (or portions thereof in authorized denominations) purchased with moneys described in Section 2.07(a)(i) or (ii) to the Tender Agent, delivery of with respect to Bonds for purchase (or portions thereof in authorized denominations) purchased with moneys as described in Section 2.07(a)(ii) and shall be deemed to have occurred upon transfer of ownership interests therein to held for the account of the Trustee on Company, except as otherwise provided in such Section 2.07(a)(ii), will not be entitled to the books benefits of the Securities Depository. Letter of Credit and shall (ex) While have a legend stating "This Bond is not entitled to the Book-Entry System is in effect, payment benefits of the Purchase Price Letter of beneficial ownership interests tendered Credit referred to herein", affixed thereto by the Tender Agent until released and delivered pursuant to Section 4.02(bthe following paragraph (c), and (y) hereof shall be made held by payment the Tender Agent and shall be disposed of solely pursuant to the Participant from whom terms of the notice of tender is received from the sources provided herein for the purchase of Bondsfollowing clause (c). The Trustee Bonds so purchased with any other moneys shall hold beneficial ownership interests of Bonds be delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust the Trustee for the benefit of the Participant from whom the beneficial interests in the cancellation and no replacement Bonds are received. Except as provided above, Bonds delivered as provided in this Section shall be registered issued in the manner directed by the recipient respect thereof.

Delivery of Purchased Bonds. (a) Bonds purchased shall be delivered as follows: (1) Bonds placed by the Remarketing Agent or the Placement Agent pursuant to Section 3.1 hereof shall be delivered by the Tender Agent to the Remarketing Agent or the Placement Agent, as the case may be, on behalf of the purchasers thereof. (2) Bonds purchased with moneys described in Section 4.03(a3.2(a)(2) hereof shall be delivered to the Credit Facility Issuer as pledgee of the Company pursuant to the terms of the Reimbursement Agreement and the Pledge Agreement or the Credit Facility Issuer designee. (3) Bonds purchased with excess moneys transferred from the Project Fund to the Bond Fund pursuant to Section 4.5 hereof or with draws under the Credit Facility for which the Credit Facility Issuer has been reimbursed with such excess moneys from the Project Fund shall be canceled by the Trustee, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in full. (b) Bonds purchased with moneys described in Section 4.03(b) hereof shall be delivered by the Trustee to or upon the order of the Credit Provider and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged Bonds. (c) Bonds purchased with moneys described in Section 4.03(c) hereof shall, at the direction of the Company, (i) be delivered as instructed by the Company, or (ii) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. (e) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided aboveotherwise set forth herein, Bonds delivered as provided in this Section 3.3 shall be registered by the Bond Registrar in the manner directed by the recipient thereof. (c) In the event that any Bond to be delivered to the Tender Agent is not delivered by the owner thereof properly endorsed for transfer on or prior to the Variable Rate Purchase Date or the Conversion Date, as the case may be, and there has been irrevocably deposited with the Tender Agent an amount sufficient to pay the purchase price thereof, which amount may be held by the Tender Agent in a non-interest bearing account, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver a substitute Bond in lieu of the Undelivered Bond and the Bond Registrar shall register such Bond in the name of the purchaser thereof. Thereafter, interest on such Undelivered Bond shall cease to accrue, and the holder thereof shall be entitled only to payment of the purchase price therefor and not to the benefits of the Indenture. (d) Notwithstanding the foregoing, Bonds purchased with funds identified in Section 3.2(a)(2) hereof shall be held by the Credit Facility Issuer or the Tender Agent and shall not be delivered to subsequent purchasers thereof or any other person until (i) the Credit Facility Trustee has received notice in writing from the Credit Facility Issuer that the Credit Facility has been reinstated to the extent of the purchase price of such Bonds and interest thereon and (ii) the Credit Facility Trustee has notified the Trustee and the Tender Agent of such reinstatement.

Delivery of Purchased Bonds. (a) Bonds purchased with moneys described in sold by the Remarketing Agent pursuant to Section 4.03(a) 4.04 hereof shall be delivered by to the TrusteeRemarketing Agent, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository as specified in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in fullSection 4.04(e) hereof. (b) Bonds purchased by the Trustee, acting as Tender Agent, hereunder: (i) with moneys described in clause (ii) of Section 4.03(b4.05(a) hereof ("Liquidity Provider Bonds"), shall be delivered held by the Trustee, as Tender Agent (upon written directions from the Liquidity Provider) or registered in the name of the Liquidity Provider on the registration books of DTC, with respect to Book-Entry Bonds. The Remarketing Agent shall seek to remarket any Liquidity Provider Bonds prior to remarketing any other Bonds tendered for purchase. The proceeds of any remarketing of Liquidity Provider Bonds shall be transferred by the Trustee to or upon the order Liquidity Provider. Upon receipt by the Trustee of funds representing the proceeds of the Credit remarketing of Liquidity Provider and shallBonds, if requested Bonds in place of such Liquidity Provider Bonds so purchased shall be made available for pick-up by the Credit Remarketing Agent for subsequent delivery to the purchasers thereof, or the ownership interest shall be transferred to the new direct participants on the books of DTC. Prior to or simultaneously with such delivery, the proceeds of such remarketing shall have been or shall be transferred to the Liquidity Provider, be marked with a legend indicating that they are Pledged Bonds.and the Trustee as Tender Agent shall have received written confirmation from the Liquidity Provider of the reinstatement of the Liquidity Facility; and (cii) Bonds purchased with moneys described in clause (iii) of Section 4.03(c4.05 (a) hereof shall, at the direction of the CompanyBorrower, be (iA) be delivered as instructed held by the CompanyTrustee, or (ii) be delivered to the Trustee acting as Tender Agent, for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. Borrower, (eB) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(bcanceled or (C) hereof shall be made by payment delivered to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided above, Bonds delivered as provided in this Section shall be registered in the manner directed by the recipient thereofBorrower.

Delivery of Purchased Bonds. (a) Bonds purchased with moneys described in sold by the Remarketing Agent pursuant to Section 4.03(a) 4.04 hereof shall be delivered by to the TrusteeRemarketing Agent, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository as specified in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in fullSection 4.04(e) hereof. (b) Bonds purchased by the Trustee, acting as Tender Agent, hereunder: (i) with moneys described in clause (ii) of Section 4.03(b4.05(a) hereof (“Liquidity Provider Bonds” or “Bank Bonds,” as applicable), shall be delivered held by the Trustee, as Tender Agent, and registered to the Bank or the Liquidity Provider or its designee, as applicable and shall have separate CUSIP numbers assigned thereto (except as otherwise instructed by the Bank or the Liquidity Provider, as applicable). The Remarketing Agent shall seek to remarket any Liquidity Provider Bonds or Bank Bonds, as applicable, prior to remarketing any other Bonds tendered for purchase. Upon notice by the Liquidity Provider or Bank that such Liquidity Provider or Bank has been reimbursed by the Borrower for the payment of all amounts drawn under the Liquidity Facility or Letter of Credit, as applicable, the Trustee shall hold the Liquidity Provider Bonds or Bank Bonds, as the case may be, in trust for the Borrower and such Bonds shall thereafter cease to be Liquidity Provider Bonds or Banks Bonds and shall be thereafter treated as Borrower Bonds, until remarketed as provided herein. The Remarketing Agent shall seek to remarket Borrower Bonds only after remarketing all other Bonds tendered for purchase. The proceeds of any remarketing of Liquidity Provider Bonds or Bank Bonds shall be transferred by the Trustee to the Liquidity Provider or upon the order Bank, as applicable. Upon receipt by the Trustee of funds representing the proceeds of the Credit remarketing of Liquidity Provider and shallBonds or Bank Bonds, if requested Bonds in place of such Liquidity Provider Bonds or Bank Bonds, as applicable, so purchased shall be made available for pick-up by the Remarketing Agent for subsequent delivery to the purchasers thereof, or the ownership interest shall be transferred to the new direct participants on the books of DTC. Prior to or simultaneously with such delivery, the proceeds of such remarketing shall have been or shall be transferred to the Liquidity Provider or the Bank and the Liquidity Facility or the Letter of Credit, as applicable, shall either have been reinstated or the amount available for the drawing thereunder shall have been automatically increased to cover the remarketed Bonds as provided in the Liquidity Facility or Letter of Credit Provider, be marked with a legend indicating that they are Pledged Bonds.and confirmed in writing by the Liquidity Provider or the Bank; and (cii) Bonds purchased with moneys described in clause (iii) of Section 4.03(c4.05(a) hereof shall, at the direction of the CompanyBorrower, be (iA) be delivered as instructed held by the CompanyTrustee, or (ii) be delivered to the Trustee acting as Tender Agent, for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. Borrower, (eB) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(bcanceled or (C) hereof shall be made by payment delivered to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided above, Bonds delivered as provided in this Section shall be registered in the manner directed by the recipient thereofBorrower.

Delivery of Purchased Bonds. (aA) Bonds purchased with moneys described in Section 4.03(a306(A) hereof shall be delivered by the Trustee, at its Delivery Officeprincipal office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in fullRemarketing Agent. (bB) Bonds purchased with moneys described in Section 4.03(b306(B) hereof shall be delivered held by the Trustee as nominee for the Bank pursuant to or upon the order of the Credit Provider Pledge and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged BondsSecurity Agreement. (cC) Bonds purchased with moneys described in Section 4.03(c306(C) and Section 306(D) hereof shall, at the direction of the Company, be (i1) be delivered as instructed by the Company, Company or (ii2) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (dX) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. (e) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided above, Bonds Xxxxx delivered as provided in this Section 307 shall be registered in the manner directed by the recipient thereofthereof (or the Remarketing Agent on the recipient's behalf). (A) The Tender Agent and the Trustee shall hold all Bonds delivered to them pursuant to Sections 304 or 305 hereof in trust for the benefit of the respective Bondholders delivering such Bonds until moneys representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. (B) The Trustee and the Tender Agent shall hold all moneys delivered to them pursuant to this Indenture for the purchase of Bonds in a separate account, in trust for the benefit of the Person which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such Person. (C) The Trustee shall, not later than 10:00 a.m., New York time, on the tenth (10th) day preceding a Conversion Date (or, if such tenth (10th) day is not a Business Day, on the next following Business Day) advise the Remarketing Agent by telephone of the principal amount of Bonds for which Bondholders delivered proper notice of election not to tender their Bonds and promptly thereafter deliver to the Company, the Bank and the Remarketing Agent a copy of each notice of a Bondholder's election not to tender delivered to it in accordance with Section 304(A) hereof. (D) The Trustee shall draw moneys under the Letter of Credit in accordance with the terms thereof to the extent required by Sections 306 and 408 hereof on the Business Day immediately preceding the Purchase Date to provide for timely payment of the Purchase Price of Bonds. (E) The Trustee shall cause arrangements satisfactory to it to be made and thereafter continued whereby funds from the sources described in Section 306 hereof will be available to the Trustee for the timely payment of the Purchase Price of Bonds. (F) The Trustee as nominee for the Bank under the Pledge and Security Agreement shall not release or deliver any Pledged Bonds unless the Trustee has received prior written notice from the Bank that the Letter of Credit has been reinstated for the amount drawn on the Letter of Credit at the time such Bonds became Pledged Bonds. ARTICLE IV FUNDS AND APPLICATION OF PROCEEDS OF BONDS AND REVENUES

Delivery of Purchased Bonds. (aA) Bonds purchased with moneys described in Section 4.03(a306(A) hereof shall be delivered by the Trustee, at its Delivery Officeprincipal office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in fullRemarketing Agent. (bB) Bonds purchased with moneys described in Section 4.03(b306(B) hereof shall be delivered held by the Trustee as nominee for the Bank pursuant to or upon the order of the Credit Provider Pledge and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged BondsSecurity Agreement. (cC) Bonds purchased with moneys described in Section 4.03(c306(C) and Section 306(D) hereof shall, at the direction of the Company, be (i1) be delivered as instructed by the Company, Company or (ii2) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (dD) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. (e) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided above, Bonds Xxxxx delivered as provided in this Section 307 shall be registered in the manner directed by the recipient thereofthereof (or the Remarketing Agent on the recipient's behalf). (A) The Tender Agent and the Trustee shall hold all Bonds delivered to them pursuant to Sections 304 or 305 hereof in trust for the benefit of the respective Bondholders delivering such Bonds until moneys representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. (B) The Trustee and the Tender Agent shall hold all moneys delivered to them pursuant to this Indenture for the purchase of Bonds in a separate account, in trust for the benefit of the Person which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such Person. (C) The Trustee shall, not later than 10:00 a.m., New York time, on the tenth (10th) day preceding a Conversion Date (or, if such tenth (10th) day is not a Business Day, on the next following Business Day) advise the Remarketing Agent by telephone of the principal amount of Bonds for which Bondholders delivered proper notice of election not to tender their Bonds and promptly thereafter deliver to the Company, the Bank and the Remarketing Agent a copy of each notice of a Bondholder's election not to tender delivered to it in accordance with Section 304(A) hereof. (D) The Trustee shall draw moneys under the Letter of Credit in accordance with the terms thereof to the extent required by Sections 306 and 408 hereof on the Business Day immediately preceding the Purchase Date to provide for timely payment of the Purchase Price of Bonds. (E) The Trustee shall cause arrangements satisfactory to it to be made and thereafter continued whereby funds from the sources described in Section 306 hereof will be available to the Trustee for the timely payment of the Purchase Price of Bonds. (F) The Trustee as nominee for the Bank under the Pledge and Security Agreement shall not release or deliver any Pledged Bonds unless the Trustee has received prior written notice from the Bank that the Letter of Credit has been reinstated for the amount drawn on the Letter of Credit at the time such Bonds became Pledged Bonds. ARTICLE IV FUNDS AND APPLICATION OF PROCEEDS OF BONDS AND REVENUES

Delivery of Purchased Bonds. (a) Bonds purchased shall be delivered as follows: (1) Bonds placed by the Remarketing Agent or the Placement Agent pursuant to Section 301 hereof shall be delivered by the Tender Agent to the Remarketing Agent or the Placement Agent, as the case may be, on behalf of the purchasers thereof. (2) Bonds purchased with moneys described in Section 4.03(a302(a)(2) hereof shall be delivered by the Trustee, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in fullIssuer as pledgee of the Borrower pursuant to the terms of the Reimbursement Agreement and the Pledge Agreement or to the Credit Facility Issuer's designee. (b) Bonds purchased with moneys described in Section 4.03(b) hereof shall be delivered by the Trustee to or upon the order of the Credit Provider and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged Bonds. (c) Bonds purchased with moneys described in Section 4.03(c) hereof shall, at the direction of the Company, (i) be delivered as instructed by the Company, or (ii) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. (e) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided aboveotherwise set forth herein, Bonds delivered as provided in this Section 303 shall be registered by the Bond Registrar in the manner directed by the recipient thereof. (c) In the event that any Bond to be delivered to the Tender Agent is not delivered by the Registered Owner thereof on or prior to the Variable Rate Purchase Date or the Conversion Date, as the case may be, and there has been irrevocably deposited with the Tender Agent an amount sufficient to pay the purchase price thereof, which amount may be held by the Tender Agent in a non-interest bearing account, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver a substitute Bond in lieu of the Undelivered Bond and the Bond Registrar shall register such Bond in the name of the purchaser thereof, and the Owner of such Undelivered Bond shall have no further rights under this Indenture, other than the right to receive the purchase price of such Undelivered Bond. (d) Notwithstanding the foregoing, Bonds purchased with funds identified in Section 302(a)(2) hereof shall be held by the Credit Facility Issuer or the Tender Agent and shall not be delivered to subsequent purchasers thereof or any other person until the Credit Facility Issuer has notified the Trustee, the Credit Facility Trustee and the Tender Agent that the Credit Facility has been reinstated to the extent of the purchase price of such Bonds.

Delivery of Purchased Bonds. (a) Bonds purchased shall be delivered as follows: (1) Bonds placed by the Remarketing Agent or the Placement Agent pursuant to Section 3.1 hereof shall be delivered by the Tender Agent to the Remarketing Agent or the Placement Agent, as the case may be, on behalf of the purchasers thereof. (2) Bonds purchased with moneys described in Section 4.03(a3.2(a)(2) hereof shall be delivered to the Credit Facility Issuer as pledgee of the Lessee pursuant to the terms of the Reimbursement Agreement and the Pledge Agreement, or the Credit Facility Issuer designee. (3) Bonds purchased with excess moneys transferred from the Project Fund to the Bond Fund pursuant to Section 4.5 hereof or with draws under the Credit Facility for which the Credit Facility Issuer has been reimbursed with such excess moneys from the Project Fund shall be canceled by the Trustee, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in full. (b) Bonds purchased with moneys described in Section 4.03(b) hereof shall be delivered by the Trustee to or upon the order of the Credit Provider and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged Bonds. (c) Bonds purchased with moneys described in Section 4.03(c) hereof shall, at the direction of the Company, (i) be delivered as instructed by the Company, or (ii) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. (e) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided aboveotherwise set forth herein, Bonds delivered as provided in this Section 3.3 shall be registered by the Bond Registrar in the manner directed by the recipient thereof. (c) In the event that any Bond to be delivered to the Tender Agent is not delivered by the owner thereof properly endorsed for transfer on or prior to the Variable Rate Purchase Date or the Conversion Date, as the case may be, and there has been irrevocably deposited with the Tender Agent an amount sufficient to pay the Purchase Price thereof, which amount may be held by the Tender Agent in a non-interest bearing account, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver a substitute Bond in lieu of the Undelivered Bond and the Bond Registrar shall register such Bond in the name of the purchaser thereof. Thereafter, interest on such Undelivered Bond shall cease to accrue, and the holder thereof shall be entitled only to payment of the Purchase Price therefor and not to the benefits of the Indenture. (d) Notwithstanding the foregoing, Bonds purchased with funds identified in Section 3.2(a)(2) hereof shall be held by the Credit Facility Issuer or the Tender Agent and shall not be delivered to subsequent purchasers thereof or any other person until the Trustee has received notice in writing from the Credit Facility Issuer that the Credit Facility has been reinstated to the extent of the Purchase Price of such Bonds and interest thereon.

Delivery of Purchased Bonds. (a) Bonds purchased shall be delivered as follows: (i) Bonds placed by the Remarketing Agent or the Placement Agent pursuant to SECTION 301 hereof shall be delivered by the Tender Agent to the Remarketing Agent or the Placement Agent, as the case may be, on behalf of the purchasers thereof. (ii) Bonds purchased with moneys described in Section 4.03(aSECTION 302(a)(ii) hereof shall be delivered by the Trustee, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in fullIssuer as pledgee of the Borrower pursuant to the terms of the Reimbursement Agreement or to the Credit Facility Issuer's designee. (b) Bonds purchased with moneys described in Section 4.03(b) hereof shall be delivered by the Trustee to or upon the order of the Credit Provider and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged Bonds. (c) Bonds purchased with moneys described in Section 4.03(c) hereof shall, at the direction of the Company, (i) be delivered as instructed by the Company, or (ii) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. (e) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided aboveotherwise set forth herein, Bonds delivered as provided in this Section SECTION 303 shall be registered by the Bond Registrar in the manner directed by the recipient thereof. (c) In the event that any Bond to be delivered to the Tender Agent is not delivered by the Registered Owner thereof on or prior to the Variable Rate Purchase Date or the Conversion Date, as the case may be, and there has been irrevocably deposited with the Tender Agent an amount sufficient to pay the purchase price thereof, which amount may be held by the Tender Agent in a non-interest bearing account, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver a substitute Bond in lieu of the Undelivered Bond and the Bond Registrar shall register such Bond in the name of the purchaser thereof, and the Owner of such Undelivered Bond shall have no further rights under this Indenture, other than the right to receive the purchase price of such Undelivered Bond. (d) Notwithstanding the foregoing, Bonds purchased with funds identified in SECTION 302(a)(ii) hereof shall be held by the Credit Facility Issuer or the Tender Agent and shall not be delivered to subsequent purchasers thereof or any other person until the Trustee has notified the Tender Agent that the Credit Facility has been reinstated to the extent of the purchase price of such Bonds.

Delivery of Purchased Bonds. (a) Bonds purchased shall be delivered as follows: (1) Bonds placed by the Remarketing Agent or the Placement Agent pursuant to Section 301(c) hereof shall be delivered by the Tender Agent thereof to the Remarketing Agent or the Placement Agent, as the case may be, on behalf of the purchasers thereof. (2) Bonds purchased with moneys described in Section 4.03(a302(a)(2) hereof shall be delivered by the Trustee, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in fullIssuer as pledgee of the Company pursuant to the terms of the Reimbursement Agreement or to the Credit Facility Issuer's designee. (b) Bonds purchased with moneys described in Section 4.03(b) hereof shall be delivered by the Trustee to or upon the order of the Credit Provider and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged Bonds. (c) Bonds purchased with moneys described in Section 4.03(c) hereof shall, at the direction of the Company, (i) be delivered as instructed by the Company, or (ii) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. (e) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided aboveotherwise set forth herein, Bonds delivered as provided in this Section 303 shall be registered by the Bond Registrar in the manner directed by the recipient thereof. (c) In the event that any Bond to be delivered to the Tender Agent is not delivered by the Registered Owner thereof on or prior to the Optional Tender Date, Mandatory Purchase Date or the Conversion Date, as the case may be, and there has been irrevocably deposited with the Tender Agent an amount sufficient to pay the purchase price thereof, which amount may be held by the Tender Agent in a non-interest bearing account, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a substitute Bond in lieu of the Undelivered Bond and the Bond Registrar shall register such Bond in the name of the purchaser thereof. (d) Notwithstanding the foregoing, Bonds purchased with funds identified in Section 302(a)(2) hereof shall be held by the Credit Facility Issuer or the Tender Agent and shall not be delivered to subsequent purchasers thereof or any other person until the Trustee has notified the Tender Agent that the Credit Facility has been reinstated to the extent of the purchase price of such Bonds and that the Credit Facility Issuer has provided written notice of the release of such Bonds. Such Bonds shall not bear interest under the terms of the Indenture until such Bonds are released by the Credit Facility Issuer.

Delivery of Purchased Bonds. (a) Bonds purchased shall be delivered as follows: (1) Bonds placed by the Remarketing Agent or the Placement Agent pursuant to Section 3.1 hereof shall be delivered by the Tender Agent to the Remarketing Agent or the Placement Agent, as the case may be, on behalf of the purchasers thereof. (2) Bonds purchased with moneys described in Section 4.03(a3.2(a)(2) hereof shall be delivered to the Credit Facility Issuer as pledgee of the Issuer pursuant to the terms of the Credit Agreement and the Pledge Agreement or the Credit Facility Issuer designee. (3) Bonds purchased with excess moneys transferred from the Project Fund to the Bond Fund pursuant to Section 4.5 hereof or with draws under the Credit Facility for which the Credit Facility Issuer has been reimbursed with such excess moneys from the Project Fund shall be canceled by the Trustee, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in full. (b) Bonds purchased with moneys described in Section 4.03(b) hereof shall be delivered by the Trustee to or upon the order of the Credit Provider and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged Bonds. (c) Bonds purchased with moneys described in Section 4.03(c) hereof shall, at the direction of the Company, (i) be delivered as instructed by the Company, or (ii) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. (e) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided aboveotherwise set forth herein, Bonds delivered as provided in this Section 3.3 shall be registered by the Bond Registrar in the manner directed by the recipient thereof. (c) In the event that any Bond to be delivered to the Tender Agent is not delivered by the owner thereof properly endorsed for transfer on or prior to the Variable Rate Purchase Date or the Conversion Date, as the case may be, and there has been irrevocably deposited with the Tender Agent an amount sufficient to pay the purchase price thereof, which amount may be held by the Tender Agent in a non-interest bearing account, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver a substitute Bond in lieu of the Undelivered Bond and the Bond Registrar shall register such Bond in the name of the purchaser thereof. Thereafter, interest on such Undelivered Bond shall cease to accrue, and the holder thereof shall be entitled only to payment of the purchase price therefor and not to the benefits of the Indenture. (d) Notwithstanding the foregoing, Bonds purchased with funds identified in Section 3.2(a)(2) hereof shall be held by the Credit Facility Issuer or the Tender Agent and shall not be delivered to subsequent purchasers thereof or any other person until (i) the Trustee has received notice in writing from the Credit Facility Issuer that the Credit Facility has been reinstated to the extent of the purchase price of such Bonds and interest thereon and (ii) the Trustee has notified the Tender Agent of such reinstatement.

Delivery of Purchased Bonds. (a) Bonds purchased with moneys described in remarketed by the Remarketing Agent pursuant to Section 4.03(a) 3.07 hereof shall be delivered canceled by the TrusteeTender Agent and new Bonds in a like aggregate principal amount shall be registered by the Tender Agent in the names and shall be in the denominations set forth in the written notice given to the Trustee and the Tender Agent by the Remarketing Agent pursuant to Section 3.07 hereof, at its Delivery Office, and the Tender Agent shall deliver (or make available for pickup) such Bonds to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on at the books written direction of the Securities Depository in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, Remarketing Agent and shall promptly notify the Trustee shall not deliver any Bonds, in writing of such cancellation and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in fullregistration. (b) Purchased Bonds purchased with moneys described shall be registered by the Trustee in Section 4.03(b) hereof the name or at the written direction of the Credit Bank to the extent amounts drawn under the Letter of Credit were applied to the purchase of Purchased Bonds and shall be delivered by the Trustee to (or upon the order of made available for pickup by) the Credit Provider and shall, if requested by the Credit Provider, be marked with a legend indicating that they are Pledged Bonds. (c) Bonds purchased with moneys described in Section 4.03(c) hereof shall, at the direction of the Company, (i) be delivered as instructed by the CompanyBank, or (ii) be delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof held by the Trustee for redemption shall be delivered to (or, if the Trustee for cancellation. (d) While Bonds are held in the Book-Entry System is in effect with respect to the BondsSystem, delivery of such Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on recorded in the books of the Securities Depository. (e) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(b) hereof shall be made by payment to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom Credit Bank as required by the beneficial interests Reimbursement Agreement and Pledge Agreement, as directed in writing by the Credit Bank. So long as any Bonds are received. Except as provided above, Bonds delivered as provided in this Section shall be registered in the manner directed name of the Credit Bank or its nominee or held by the recipient thereofentity holding the Bonds for the benefit of the Credit Bank, such Purchased Bonds shall be subordinate as to principal to all other Bonds outstanding hereunder, shall bear interest at an interest rate as determined pursuant to the provisions of the Reimbursement Agreement, and may not be tendered for purchase pursuant to Section 2.03(a) hereof. The Remarketing Agent shall, however, continue its efforts to remarket such Purchased Bonds on behalf of the Credit Bank; provided, however, unless a Letter of Credit or Alternate Credit Facility meeting the requirements of Section 5.01 hereof, is provided, Purchased Bonds shall not be remarketed. Bonds registered in the name or at the direction of the Credit Bank or its nominee or held for benefit of the Credit Bank, shall not, upon remarketing, be reregistered or delivered to the purchaser of such Bonds until the Trustee or the Securities Depository, depending on the entity holding the Bonds for the benefit of the Bank has received written evidence from the Credit Bank that the Letter of Credit has been reinstated to amount equal to the principal amount of Bonds outstanding plus an amount equal to interest on the outstanding Bonds or an Alternate Credit Facility has been provided pursuant to the provisions of this Indenture.

Delivery of Purchased Bonds. (a) Bonds purchased with moneys described in sold by the Remarketing Agent pursuant to Section 4.03(a) 4.04 hereof shall be delivered by to the TrusteeRemarketing Agent, at its Delivery Office, to or upon the order of the purchasers thereof and beneficial interests so purchased shall be registered on the books of the Securities Depository as specified in the name of the Participant through whom the new Beneficial Owner has purchased such beneficial interest; provided, however, that during any Credit Facility Period, the Trustee shall not deliver any Bonds, and there shall not be registered any beneficial ownership with respect to Bonds described in this paragraph which were Pledged Bonds, until the Credit Provider has confirmed that the Credit Facility has been reinstated in full. Section 4.04(e) hereof. (b) Bonds purchased by the Trustee, acting as Tender Agent, hereunder: (i) with moneys described in clause (ii) of Section 4.03(b4.05(a) hereof (“Liquidity Provider Bonds” or “Bank Bonds,” as applicable), shall be delivered held by the Trustee, as Tender Agent, and registered to the Bank or the Liquidity Provider or its designee, as applicable (except as otherwise instructed by the Bank or the Liquidity Provider, as applicable). The Remarketing Agent shall seek to remarket any Liquidity Provider Bonds or Bank Bonds, as applicable, prior to remarketing any other Bonds tendered for purchase. Upon notice by the Liquidity Provider or Bank that such Liquidity Provider or Bank has been reimbursed by the Borrower for the payment of all amounts drawn under the Liquidity Facility or Letter of Credit, as applicable, the Trustee shall hold the Liquidity Provider Bonds or Bank Bonds, as the case may be, in trust for the Borrower and such Bonds shall thereafter cease to be Liquidity Provider Bonds or Banks Bonds and shall be thereafter treated as Borrower Bonds, until remarketed as provided herein. The Remarketing Agent shall seek to remarket Borrower Bonds only after remarketing all other Bonds tendered for purchase. The proceeds of any remarketing of Liquidity Provider Bonds or Bank Bonds shall be transferred by the Trustee to the Liquidity Provider or upon the order Bank, as applicable. Upon receipt by the Trustee of funds representing the proceeds of the Credit remarketing of Liquidity Provider and shallBonds or Bank Bonds, if requested Bonds in place of such Liquidity Provider Bonds or Bank Bonds, as applicable, so purchased shall be made available for pick-up by the Remarketing Agent for subsequent delivery to the purchasers thereof, or the ownership interest shall be transferred to the new direct participants on the books of DTC. Prior to or simultaneously with such delivery, the proceeds of such remarketing shall have been or shall be transferred to the Liquidity Provider or the Bank and the Liquidity Facility or the Letter of Credit, as applicable, shall either have been reinstated or the amount available for the drawing thereunder shall have been automatically increased to cover the remarketed Bonds as provided in the Liquidity Facility or Letter of Credit Provider, be marked with a legend indicating that they are Pledged Bonds.and confirmed in writing by the Liquidity Provider or the Bank; and (cii) Bonds purchased with moneys described in clause (iii) of Section 4.03(c4.05(a) hereof shall, at the direction of the CompanyBorrower, be (iA) be delivered as instructed held by the CompanyTrustee, or (ii) be delivered to the Trustee acting as Tender Agent, for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation. (d) While the Book-Entry System is in effect with respect to the Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon transfer of ownership interests therein to the account of the Trustee on the books of the Securities Depository. Borrower, (eB) While the Book-Entry System is in effect, payment of the Purchase Price of beneficial ownership interests tendered pursuant to Section 4.02(bcanceled or (C) hereof shall be made by payment delivered to the Participant from whom the notice of tender is received from the sources provided herein for the purchase of Bonds. The Trustee shall hold beneficial ownership interests of Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement in trust for the benefit of the Participant from whom the beneficial interests in the Bonds are received. Except as provided above, Bonds delivered as provided in this Section shall be registered in the manner directed by the recipient thereofBorrower.