Common use of Issuance of Bonds Clause in Contracts

Issuance of Bonds. The Bonds shall: (a) be dated as of the Dated Date; (b) be initially issued and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of delivery, except the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal to the Applicable Rate payable monthly in arrears on each Payment Date (immediately upon receipt of funds sufficient to make such payment), such interest to accrue from the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Date, and principal of and any premium on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal date of payment. Furthermore, the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of the Bondholder to facilitate payments pursuant hereto.

Issuance of Bonds. The Bonds shall: (a) The Bonds shall be dated designated "Private Activity Revenue Bonds, Series 1996 (Simmxxx Xxxpany Project)," in the principal amount of $5,000,000. Prior to the Conversion Date, the Bonds shall be issuable as fully registered Bonds without coupons in the denomination of $100,000, or any integral multiple of $5,000 in excess thereof. From and after the Dated Conversion Date;, the Bonds shall be issuable as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof. Unless the Issuer shall otherwise direct, the Bonds shall be lettered "R" and shall be numbered consecutively from 1 upward. (b) The Bonds shall be initially issued dated the date of initial authentication and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of delivery, except and shall bear interest from such date, and thereafter from the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on Interest Payment Date next preceding the date set forth below; Maximum Principal Amount (f) bear of authentication thereof to which interest on has been paid or duly provided for, unless the Principal Amount from time to time at a per annum rate equal to the Applicable Rate payable monthly in arrears on each Payment Date (immediately upon receipt date of funds sufficient to make such payment), such interest to accrue from the Dated Date, or, in the case of transfer or exchange, from the most recent authentication thereof is an Interest Payment Date to which interest has been paid or duly provided for, in which case from the date of authentication thereof, or unless no interest has been paid or duly provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be madeon the Bonds, then from the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency date of the United States of America as at the time of payment is legal tender for payment of public and private debtsBonds, at the Operations Office of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal rates per annum and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds dates set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by this Indenture. Notwithstanding the Holder at foregoing, if any bank in the United States, such instructions to be delivered not less than 15 days Bond is dated after any Record Date and before the following Interest Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have bear interest from such following Interest Payment Date; provided, however, that if the Issuer shall default in the payment of interest due on such Interest Payment Date, then such Bond shall bear interest from the next preceding Interest Payment Date to which interest has been presented to paid or duly provided for, or, if no interest has been paid or duly provided for on the Trustee. At Bonds, from the written request date of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and Bonds. The Bonds shall bear interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof Adjustable Rate, as shown in the Bond Register on the applicable Record Date, and principal of and any premium on the Bonds same shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount determined from time to time time, pursuant to the provisions of SECTION 2.02(c) hereof, calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 actual days prior to each Payment Dateelapsed in a 365- or 366-day year, as the case may be, so long as the Interest Period is one week or one month in duration, and (ii) within 15 days following any partial redemption a 360-day year comprised of twelve (12) 30-day months, so long as the Interest Period is three months or six months in duration, until the earlier of the BondsConversion Date or maturity. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to From and after the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable RateConversion Date, the Bonds shall bear interest at the Taxable Fixed Rate, determined in accordance with SECTION 2.02(d) hereof, on the basis of a 360-day year comprised of twelve (12) 30-day months. Anything herein contained to the contrary notwithstanding, at no time shall the interest rate borne by the Bonds exceed the Maximum Interest Rate. The Bonds shall mature on December 1, 2016, and are subject to mandatory sinking fund redemption prior to maturity in accordance with the provisions of SECTION 3.08 hereof. (c) Prior to the Conversion Date, the Bonds shall bear interest at the Adjustable Rate, as hereinafter described. The Adjustable Rate for each Interest Period will be determined by the Remarketing Agent on the first day of each such Interest Period, as follows: the interest rate for each Interest Period shall be established at a rate equal to the interest rate per annum that, in the sole judgment of the Remarketing Agent, taking into account prevailing financial market conditions, would be the minimum interest rate required to sell the Bonds at a price of Par on the date of such determination. Upon determining the Adjustable Rate for each Interest Period, the Remarketing Agent shall notify the Trustee and, if the Book-Entry System is then in effect, the Securities Depository, of such rate by telephone or such other manner as may be appropriate by not later than 2:00 P.M. New York City time on the date of such determination, which notice shall be promptly confirmed in writing. Notwithstanding the foregoing, no adjustment shall be made to the Adjustable Rate for an Interest Period commencing after the second (2nd) Business Day prior to any Interest Payment Date or a date fixed for redemption, and the Bonds shall bear interest during such Interest Period at the rate in effect during the immediately preceding Interest Period. The Company is authorized to adjust the duration of the Interest Period prior to the Conversion Date and, in that connection, shall instruct the Remarketing Agent, not later than the tenth (10th) day prior to the Rate Determination Date, to compute the Adjustable Rate on the basis of an Interest Period of one week, one month, three months or six months. In the event the Company elects to adjust the duration of the Interest Period, the Company shall provide telephonic notice to the Trustee, and, if the Book-Entry System is then in effect, the Securities Depository, promptly confirmed in writing, on the date for payment such instruction is provided to the Remarketing Agent, of such an election with respect to the Interest Period and of the Rate Determination Date on which such new Interest Period shall commence, and shall furnish with such written confirmation an opinion of Bond Counsel to the effect that such change in duration will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds pursuant to the Code by reason of such change in duration. Following receipt of instructions from the Company regarding the computation of the Adjustable Rate based upon a change in the duration of the Interest Period, the Trustee shall mail notice to the Owners of such Bonds in the form attached hereto as EXHIBIT E, not more than two (2) Business Days following the date on which such instructions are received, stating (a) that the duration of the Interest Period will be adjusted as of the first (1st) day of the next succeeding Interest Period; (b) that the date of commencement of such Interest Period is a Tender Date, and that the Owners of such Bonds must tender their Bonds to the Tender Agent for purchase on such Tender Date, and (c) that any Bonds not so tendered shall be deemed to have been tendered on such Tender Date, and the Owners of such Bonds shall not be entitled to receive any interest that accrues on the Bonds subsequent to the Tender Date. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on such Tender Date is a condition precedent to the change in duration of the Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, such change in the duration of the Interest Period shall not take effect; provided, however, that the Owners of the Bonds shall nonetheless be required to tender their Bonds for purchase on the Tender Date and the Bonds, as remarketed to the new Owners, shall continue to bear interest calculated by the method applicable prior to the proposed change. Any Bonds not so tendered shall be deemed to have been tendered on such Tender Date, and the Owners of such Bonds shall not be entitled to receive any interest that accrues on the Bonds subsequent to the Tender Date. As described above, Owners of Bonds shall be required to tender their Bonds on the Rate Determination Date to the Tender Agent for purchase at the Purchase Price, and any such Bonds not so tendered on the Rate Determination Date ("Untendered Bonds") for which there has been irrevocably deposited in trust with the Trustee an amount of moneys sufficient to pay the Purchase Price of the Untendered Bonds, shall be deemed to have been purchased pursuant to this SECTION 2.02(c). IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO TENDER SUCH OWNER'S BONDS ON OR PRIOR TO THE RATE DETERMINATION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE SUBSEQUENT TO THE RATE DETERMINATION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNTENDERED BONDS, AND ANY UNTENDERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR. On the Rate Determination Date, the Remarketing Agent shall establish the Adjustable Rate for the Bonds for the Interest Period commencing on the Rate Determination Date, and shall notify the Trustee and the Company and, if the Book-Entry System is then in effect, the Securities Depository, thereof by telephone or such other manner as may be appropriate by not later than 2:00 P.M., New York City time on the date of such determination, which notice shall be promptly confirmed in writing. The Adjustable Rate on the Bonds for such Interest Period shall be established at a rate equal to the interest rate per annum that, in the sole judgment of the Remarketing Agent, taking into account prevailing financial market conditions, would be the minimum interest rate required to sell the Bonds at a price of Par on the Rate Determination Date. The Adjustable Rate determined by the Remarketing Agent for the Bonds will take effect on the first day of the Interest Period for which such rate was determined. The determination of the Adjustable Rate (absent manifest error) shall be conclusive and binding upon the Issuer, the Company, the Trustee, the Bank, the Tender Agent and the Owners of the Bonds. If for any reason the Remarketing Agent shall fail to establish the Adjustable Rate for any Interest Period, the Bonds shall bear interest during such Interest Period at the Adjustable Rate in effect during the immediately preceding Interest Period. (d) On and after the Conversion Date, the interest rate shall be the Fixed Rate, determined as follows: commencing on the Conversion Date and thereafter through and including the maturity or prior redemption of the Bonds, the Fixed Rate shall be the interest rate per annum which, in the sole judgment of the Remarketing Agent, taking into account prevailing financial market conditions, would be the minimum interest rate required to sell such Bonds on the Conversion Date at a price equal to Par. The Fixed Rate shall be determined by the Remarketing Agent on or before the Conversion Date, and the Remarketing Agent shall notify the Trustee and the Company thereof by telephone or such other manner as may be appropriate by not later than 2:00 P.M., New York City time on such date, which notice shall be promptly confirmed in writing. If the Book-Entry System is in effect, such notice shall be provided to the Securities Depository in accordance with the requirements of the Securities Depository for the delivery of notices. The determination of the Fixed Rate by the Remarketing Agent in accordance with the provisions of this Section (absent manifest error) shall be conclusive and binding upon the Issuer, the Company, the Trustee, the Bank, the Tender Agent and the Owners of all the Bonds. (e) Subject to the provisions of SECTION 2.11 hereof relating to Bonds held in the Book-Entry System, the principal of, of and premium, if any, on the Bonds shall be payable in lawful money of the United States of America at the Payment Office of the Trustee, or of its successor in trust. The Purchase Price of the Bonds shall be payable in lawful money of the United States of America by the Trustee to the Owner of Bonds entitled to receive such Purchase Price at such Owner's address shown on the registration books maintained by the Trustee, unless otherwise instructed by such Owner in writing at least twenty-four (24) hours prior to the time such Purchase Price is due. Payment of interest on the Bonds shall be a day which is not a Business Day, then made to the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made Owner thereof on the nominal date of payment. Furthermore, the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt applicable Record Date by the Trustee, all amounts received check mailed by the Trustee to such Owner at such Owner's address as it appears on the registration books maintained by the Trustee or at such other address as is furnished to the Trustee in payment writing by such Owner, or in such other manner as may be mutually acceptable to the Trustee and the Owner of principal ofany Bond. Interest, premium, if any, and interest on principal due to any person holding Bonds in an aggregate principal amount of $1,000,000 or more will be paid, upon the Bondswritten request of any such holder, by wire transfer of immediately available funds to an account designated by such holder in the continental United States. All payments so made Said written request shall be valid and effective made to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as at least fifteen (15) days prior to permit an Interest Payment Date and shall include the appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of the Bondholder to facilitate payments pursuant heretoABA number.

Issuance of Bonds. The Bonds shall: shall be designated "Development Authority of DeKalb County Variable Rate Demand Industrial Development Revenue Bonds (a) Radiation Sterilizers, Incorporated Project), Series 1985", and shall bear interest payable on each Interest Payment Date. The interest rate on the Bonds shall be dated as provided for in the form of Bond contained in Section 206. The Bonds shall mature on March 1, 2005. Anything herein or in the Bonds to the contrary notwithstanding, the obligation of the Dated Issuer hereunder shall be subject to the limitation that payments of interest to the holder of any Bond shall not be required to the extent that the receipt of any such payment by such holder would be contrary to the provisions of law applicable to such holder which limit the maximum rate of interest which may be charged or collected by such holder. The Bonds shall be issued initially as registered Bonds without coupons in the denomination of $50,000 each, or any integral multiple thereof, and, after the Conversion Date; (b) be initially issued and delivered as a single fully registered Bond without coupons; (c) be initially issued , in a single series designated as the Series 2019 Bonds; (d) denomination of $5,000 each, or any, integral multiple thereof. The Bonds shall be numbered consecutively from R-1 upwards (in chronological order of delivery, except the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (eissuance) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal according to the Applicable Rate payable monthly in arrears on each Payment Date (immediately upon receipt records of funds sufficient the Bond Registrar. The Bonds are subject to make such payment), such interest to accrue from the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture redemption prior to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in Section 301. Prior to the definition Conversion Date, the Bonds may be purchased prior to maturity as provided in Section 401. Principal of “Record Date”; and redemption premium (gif any) pay principal in accordance with and interest on, the Amortization Schedule; (h) Bonds shall be payable in such coin or currency lawful money of the United States of America from funds available therefor under this Indenture, without deduction for services of any Paying Agent. Principal of, and redemption premium (if any) on, each Bond shall be paid to the holder thereof upon presentation and surrender of such Bond as it becomes due at the time of payment is legal tender for payment of public and private debts, at the Operations Principal Office of the Trustee or any other Paying Agent. Interest on each Bond shall be payable by check drawn upon the Paying Agent and mailed on each Interest Payment Date to the holder of such Bond as of the close of business on the Record Date next preceding the Interest Payment Date at the registered address of such holder as it shall appear as of the close of business on such Record Date on the registration books maintained pursuant to this Indenture notwithstanding the cancellation of any of such Bonds upon any exchange or transfer of registration thereof subsequent to the Record Date and prior to such Interest Payment Date, provided except that, if and to the extent that unless otherwise notified by there shall be a default in the Bondowner Representative in writingpayment of the interest due on such Interest Payment Date, payments of principal and such defaulted interest shall be paid on each Payment Date to the Holders holder in whose name any such Bond is registered at the close of business on the fifth (5th) Business Day next preceding the date of payment of such Bond on defaulted interest. Notwithstanding the applicable Record Date (provisions of the “Record Date Holder” as defined in the form immediately preceding paragraph, a holder of Bonds set forth in Exhibit B hereto) via an aggregate principal amount of $500,000 or more may, by notice to the Paying Agent, direct the Paying Agent to make payments of interest on such holder's Bonds by means of wire transfer transfers, in immediately available funds funds, to a designated bank account maintained by the Holder at any bank banking institution located in the United States, States of America designated in such instructions to notice for the account of such holder. Any fees or charges for such wire transfers shall be delivered not less than 15 days before paid by the Payment Company. The Bonds as originally issued shall be dated the Original Issuance Date. The Trustee Bonds subsequently issued shall pay all amounts payable by be dated the Trustee hereunder date of authentication thereof. Each Bond shall bear interest from and including the Original Issuance Date, or if authenticated after the Original Issuance Date from and including the last date to such Holder by transfer directly to said designated bank which interest shall have been paid on the Bonds until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions of any such instrumentthis Indenture, provided that if such amount represents a payment of the principal of any Bondswhether at maturity, such Bond shall have been presented to the Trusteeupon redemption or otherwise. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Date, and principal of and any premium Interest on the Bonds shall be payable at paid on each Interest Payment Date and, prior to the Principal Corporate Trust Office of the Trustee; (i) Conversion Date, shall be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated computed on the basis of a 360 day year of 365 or 366 days, as appropriate, for the actual number of days elapsed. The Bondowner Representative shall, as servicer of After the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Conversion Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made computed on the nominal date basis of payment. Furthermore, the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, 360-day year and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of the Bondholder to facilitate payments pursuant heretotwelve 30-day months.

Issuance of Bonds. The Bonds shall: (a) be dated as To provide for the acquisition by the City of the Dated Date;Property, the Financed Facilities and the Financed Equipment, and the payment of Project Costs, the City shall issue the Bonds as provided in the Indenture. Contemporaneously with the execution and delivery of this Lease, proceeds from the initial sale of the Bonds in the amount of the Closing Price (as that term is used and defined in in the Bond Purchase Agreement) shall be paid over to the Trustee for the account of the City and the Trustee shall endorse the Bonds in an amount equal to the Closing Price and shall hold the Bonds in trust for the Bondowner. (b) Following the initial issuance and delivery of the Bonds, the Company may submit additional requisition certificates in accordance with Section 4.4 of this Lease but not more frequently than annually on or about but not later than December 1 in any year, each of which requisition certificates shall be initially issued deemed an Additional Payment and delivered in each such case (i) the Company shall be deemed to have paid over to the Trustee and the Trustee shall be deemed to have deposited and applied such amounts as a single fully registered Bond without coupons; (c) be initially issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of delivery, except the Initial Bonds (as described provided in Section 2.04 hereof), which 208 and in Article V of the Indenture and (ii) the Trustee shall be numbered I-1; (e) mature endorse the Bonds on the date set forth below; Maximum Principal Amount (f) bear interest on Table by adding the amount of each such Additional Payment as “Principal Amount Advanced” thereon up to the maximum aggregate principal amount of not to exceed $55,000,000. The Trustee shall promptly deposit such Additional Payments, when and as received, as provided in the Indenture to be used and applied as provided therein. Alternatively, the Trustee may (pursuant to Section 208(e) of the Indenture) endorse the Bonds from time to time at a per annum rate in the amounts of Additional Payments received or deemed to have been received, all as set forth in the requisition certificates submitted pursuant to Section 4.4 of this Lease and, in such event, the Bondowner shall be deemed to have deposited funds with the Trustee in an amount equal to the Applicable Rate payable monthly in arrears on each Payment Date (immediately upon receipt of funds sufficient to make such payment), such interest to accrue from the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable amount stated in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Date, and principal of and any premium on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal date of payment. Furthermore, the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of the Bondholder to facilitate payments pursuant heretorequisition certificate.

Issuance of Bonds. In order to assist the Company in the refunding of the Refunded Bonds, the Issuer, concurrently with the execution hereof, will issue, sell and deliver the Bonds. The proceeds of the Bonds shall be loaned to the Company in accordance with Section 4.1. The Bonds shallwill be issued under and pursuant to the Trust Indenture (as amended from time to time, the “Indenture”) dated as of December 1, 2006 between the Issuer and The Bank of New York Trust Company, N.A., as trustee (in that capacity, the “Trustee”), and will be issued in the aggregate principal amount, will bear interest, will mature and will be subject to redemption as set forth therein. The Company hereby approves the terms and conditions of the Indenture and the Bonds, and the terms and conditions under which the Bonds have been issued, sold and delivered. The proceeds from the sale of the Bonds (other than any accrued interest) shall be loaned to the Company to assist the Company in refunding the Refunded Bonds. Those proceeds shall be delivered as follows: (a) be dated as of the Dated Date; (b) be initially issued and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of delivery, except the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal $102,350,000 to the Applicable Rate payable monthly Escrow Trustee under the CEI/OE Escrow Agreement, each as defined in arrears on each Payment Date (immediately upon receipt of funds sufficient and provided in the Indenture, to make such payment)be held, such together with any interest to accrue from the Dated Date, orearnings thereon, in the case of transfer or exchangetrust, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition CEI/OE Escrow Agreement for the purpose of “Record Date”; (g) pay principal in accordance paying, together with any moneys provided by the Amortization Schedule; (h) be payable in such coin Company, CEI or currency OE, all of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Date, and principal of and any premium on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of remaining principal and interest due on the 2004 CEI Bonds and submit such calculations the 2005 CEI Bonds to their respective dates of redemption and on the 1999 OE Bonds to the Trustee in writingdate of their mandatory tender for purchase under the 1999 OE Indenture, with a copy which 1999 OE Bonds shall be purchased for cancellation; and (b) $33,200,000 to the Escrow Trustee under the TE Escrow Agreement, each as defined in and provided in the Indenture, to be held, together with any interest earnings thereon, in trust, as provided in the TE Escrow Agreement for the purpose of paying, together with any moneys provided by the Company or TE, all of the remaining principal and interest due on the 2000 TX Xxxxx to the date of redemption. The Company acknowledges that the proceeds of the Bonds will be insufficient to pay the full costs of refunding the Refunded Bonds and that the Issuer has made no representation or warranty with respect to the sufficiency thereof. The Company further acknowledges that it and the Borrower, Companies are (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption will remain after the issuance of the Bonds) obligated to, and hereby confirms that it and the respective Companies will, pay all costs of the refunding of the Refunded Bonds, whether by redemption or by purchase and cancellation. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time Issuer acknowledges and confirms that the Note bears interest at the Default Rate2004 CEI Bonds Trustee has been notified, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal date of payment. Furthermore, the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of and at the Bondholder direction of CEI, that the entire outstanding principal amount of the 2004 CEI Bonds has been conditionally called for redemption on December 13, 2006. The Company, on behalf of and at the direction of the Companies, hereby requests that the Issuer notify the 2000 TE Trustee and the 2005 CEI Trustee, pursuant to facilitate payments pursuant heretothe 2000 TX Xxxxx Indenture, the 2005 CEI Bonds Indenture and the respective Escrow Agreements, that the entire outstanding principal amount of the 2000 TX Xxxxx and the 2005 CEI Bonds are to be redeemed on December 20, 2006 and December 21, 2006, respectively, all as set forth and provided for in the respective Escrow Agreements. The Company acknowledges and confirms that OE has directed the 1999 OE Trustee, as Tender Agent under the 1999 OE Bonds Indenture, to purchase the 1999 OE Bonds for cancellation on December 5, 2006, as provided for in the CEI/OE Escrow Agreement. The Issuer acknowledges and confirms that it has directed the 2000 TE Trustee and the 2005 CEI Trustee to call the 2000 TX Xxxxx and the 2005 CEI Bonds for optional redemption on December 20, 2006 and December 21, 2006, respectively.

Issuance of Bonds. The Bonds shall: of Series O may be issued only as registered bonds without coupons (a) hereinafter sometimes referred to as “registered bonds”), and they shall be substantially in the form set forth in Exhibit A. They shall be issuable in denominations which shall be multiples of $100,000 and any integral multiple thereof and the execution by the Company of any bond of Series O shall evidence conclusively the due authorization of the denomination of such bond. Each registered bond of Series O shall be dated as of the Dated Date; (b) be initially issued and delivered as a single fully date of the interest payment date on which interest was paid on other bonds of said Series next preceding the date of issue of such registered Bond without coupons; (c) be initially issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of deliverybond, except the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal to the Applicable Rate payable monthly in arrears on each Payment Date (immediately upon receipt of funds sufficient to make such payment), such interest to accrue from the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Date, and principal of and any premium on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption so long as there is no existing default in the payment of interest upon the terms bonds of Series O, any bond of Series O issued after the close of business on any record date with respect to any interest payment date and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Datesuch interest payment date, shall be dated as of such interest payment date, and (ii) within 15 days following any partial redemption bond of Series O issued on an interest payment date on which interest on other bonds of Series O was paid shall be dated as of the Bondsdate of issue and (iii) any bond of Series O issued before the initial interest payment date, shall be dated the date of commencement of the first interest period for the bonds of Series O, unless (i) above is applicable. The Trustee registered owner of any bond of Series O dated as of an interest payment date as provided in (i) above shall, absent manifest errorif the Company shall default in the payment of interest due on such interest payment date and such default shall be continuing, accept be entitled to exchange such calculations. Notwithstanding anything contained herein bond for a bond or bonds of Series O of the same aggregate principal amount dated as of the interest payment date next preceding the interest payment date first mentioned in this sentence, or, if the Company shall default in the payment of interest on the first interest payment date for bonds of Series O, such owner shall be entitled to exchange such bond for a bond or bonds of Series O of the contrary, during any period same aggregate principal amount dated the date of time that initial issuance of the Note bears interest at bonds of Series O. If the Default Rate, the Bonds Trustee shall also bear interest at the Default Rate, and have knowledge at any time that any registered owner of a bond of Series O shall be entitled by the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment provision of the principal of, premium, if any, or interest on the Bonds shall be a day which is not a Business Day, then the date for next preceding sentence to exchange such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal date of payment. Furthermorebond, the Trustee shall, in all circumstances, pass through shall within thirty (30) days mail to such owner at the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment address of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability such owner appearing upon the Bonds. Notwithstanding the foregoingregistry book, all payments a notice informing such owner that such owner has such right of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of the Bondholder to facilitate payments pursuant heretoexchange.

Issuance of Bonds. The Bonds shall: (a) Designation of and Maximum Principal Amount of Bonds. The Bonds shall be designated "Mississippi Business Finance Corporation Taxable Industrial Development Revenue Bonds, (Gulf South Pipeline Company, LP Project)" and, shall be issued under and secured by this Indenture in the maximum aggregate principal amount of up to $175,000,000 and shall be issued and sold at the direction of the Company as provided for in Section 2.1 hereof; provided, however, that the principal amount of the Bonds, up to the maximum principal amount, may be advanced to the Issuer periodically by the Purchaser, upon the Company's request to the Purchaser with notice of such request to the Trustee, as provided in Sections 2.1 and 2.7 of this Indenture and in the Bond Purchase Agreement. The principal amount of the Bonds Outstanding at any time shall be determined by the records maintained by the Trustee and the Purchaser pursuant to this Indenture. The Bonds shall be dated as the date of the Dated Date;issuance and delivery thereof and shall mature (subject to prior redemption at the prices and dates and upon the terms and conditions hereinafter set forth) as set forth below, shall be numbered R-1 and initially shall be issued in the form of one (1) typewritten bond. The initial advance of the Bonds shall bear interest from the date of such advance. Except as hereinafter provided, the principal of and interest due on any Bonds shall be paid to the Registered Owner of such Bonds as shown on the registration books kept by the Bond Registrar. (b) Maturity, Interest Rate, and Payment. The Bonds shall be initially issued dated the date of delivery thereof and delivered as a single fully registered shall bear an interest rate equal to seven percent (7%) per annum. Interest accrued on the Bonds shall be paid on each Interest Payment Date. The outstanding principal shall be due and payable on the Final Maturity Date of the respective Bond without coupons; (c) be initially issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of delivery, except the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; designated by the Executive Director or other officer of the Issuer and approved by the Company. All Bonds shall mature no later than December 1, 2018. Bonds may be prepaid in whole or in part without penalty, upon written notice to the Trustee, the Issuer, and the Purchaser as provided in Section 2.4 of this Indenture. Interest shall be computed as if a calendar year consisted of three hundred sixty-five (e365) mature days and charged on the date set forth below; Maximum Principal Amount (f) bear a daily basis. All payments of principal of and interest on the Principal Amount from time to time at a per annum rate equal to the Applicable Rate payable monthly in arrears on each Payment Date (immediately upon receipt of funds sufficient to make such payment), such interest to accrue from the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee Bonds shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such any coin or currency of the United States of America as which, at the time of payment is legal tender for the payment of public and private debts, at debts and shall be made to the Operations Office of Registered Owner(s) thereof by check delivered and received on the Payment Date or by bank wire or bank transfer as such Registered Owner(s) may specify or otherwise as the Trustee and such Registered Owner(s) may agree. On or Paying Agentafter the date of execution and delivery of this Indenture, provided that unless otherwise notified by the Bondowner Representative in writing, payments Issuer shall issue the Bonds hereunder the proceeds of principal and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions which to be delivered not less than 15 days before used to finance the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Date, and principal of and any premium on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal date of payment. Furthermore, the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of the Bondholder to facilitate payments pursuant heretoProject.

Issuance of Bonds. In order to assist the Company in the refunding of the Refunded Bonds, the Issuer, concurrently with the execution hereof, will issue, sell and deliver the Bonds. The proceeds of the Bonds shall be loaned to the Company in accordance with Section 4.1. The Bonds shall: will be issued under and pursuant to the Trust Indenture (aas amended from time to time, the “Indenture”) be dated as of February 1, 2012 between the Dated Date; Issuer and Xxxxx Fargo Bank, National Association, as trustee (b) in that capacity, the “Trustee”), and will be initially issued and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated the aggregate principal amount, will bear interest, will mature and will be subject to redemption as set forth therein. The Company hereby approves the Series 2019 terms and conditions of the Indenture and the Bonds; (d) be numbered , and the terms and conditions under which the Bonds have been issued, sold and delivered. The proceeds from R-1 upwards in chronological order the sale of delivery, except the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal loaned to the Applicable Rate payable monthly Company to assist the Company in arrears on each Payment Date (immediately upon receipt of funds sufficient to make such payment), such interest to accrue from refunding the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency Refunded Bonds within ninety days of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office issuance of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest Bonds. Those proceeds shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof Original Bonds Trustee, as shown provided in the Bond Register on Indenture, to be held, together with any moneys provided by the applicable Record Date, and principal of Company and any premium interest earnings on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms those proceeds and conditions and at the redemption prices specified those moneys, in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year trust, for the actual number purpose of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment paying all of the principal of, premiumand interest due on, if any, or interest the Refunded Bonds on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal their date of paymentredemption. Furthermore, The Company acknowledges that the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation proceeds of the Bonds at will be insufficient to pay the Operations Office full costs of refunding the Refunded Bonds and that the Issuer has made no representation or warranty with respect to the sufficiency thereof. The Company further acknowledges that it is (and will remain after the issuance of the Bonds) obligated to, and hereby confirms that it will, pay all costs of the refunding of the Refunded Bonds. The Company hereby requests that the Issuer notify Bank of New York Mellon Trust Company, NA, as the Trustee so as (the “Refunded Bonds Trustee”) under the three Trust Indentures with respect to permit an appropriate notation the Refunded Bonds (collectively, the “Refunded Bonds Indenture”) for the Refunded Bonds, that, pursuant to the Refunded Bonds Indenture, the entire outstanding principal amount of the Refunded Bonds is to be made redeemed on Schedule A theretoMarch 13, 2012 at a redemption price of 100% of the principal amount thereof, plus interest accrued to that redemption date. The Bondholder instructs Issuer acknowledges and confirms that it has directed the Refunded Bonds Trustee to hold so call the Refunded Bonds for optional redemption on behalf of the Bondholder to facilitate payments pursuant heretothat date.

Issuance of Bonds. In order to assist the Company in the refunding of the Refunded Bonds, the Issuer, concurrently with the execution hereof, will issue, sell and deliver the Bonds. The proceeds of the Bonds shall be loaned to the Company in accordance with Section 4.1. The Bonds shall: will be issued under and pursuant to the Trust Indenture (aas amended from time to time, the “Indenture”) be dated as of February 1, 2012 between the Dated Date; Issuer and Xxxxx Fargo Bank, National Association, as trustee (b) in that capacity, the “Trustee”), and will be initially issued and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated the aggregate principal amount, will bear interest, will mature and will be subject to redemption as set forth therein. The Company hereby approves the Series 2019 terms and conditions of the Indenture and the Bonds; (d) be numbered , and the terms and conditions under which the Bonds have been issued, sold and delivered. The proceeds from R-1 upwards in chronological order the sale of delivery, except the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal loaned to the Applicable Rate payable monthly Company to assist the Company in arrears on each Payment Date (immediately upon receipt of funds sufficient to make such payment), such interest to accrue from refunding the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency Refunded Bonds within ninety days of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office issuance of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest Bonds. Those proceeds shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof Original Bonds Trustee, as shown provided in the Bond Register on Indenture, to be held, together with any moneys provided by the applicable Record Date, and principal of Company and any premium interest earnings on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms those proceeds and conditions and at the redemption prices specified those moneys, in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year trust, for the actual number purpose of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment paying all of the principal of, premiumand interest due on, if any, or interest the Refunded Bonds on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal their date of paymentredemption. Furthermore, The Company acknowledges that the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation proceeds of the Bonds at will be insufficient to pay the Operations Office full costs of refunding the Refunded Bonds and that the Issuer has made no representation or warranty with respect to the sufficiency thereof. The Company further acknowledges that it is (and will remain after the issuance of the Bonds) obligated to, and hereby confirms that it will, pay all costs of the refunding of the Refunded Bonds. The Company hereby requests that the Issuer notify [U.S. Bank National Association] [check], as the Trustee so as (the “Refunded Bonds Trustee”) under the Trust Indenture (the “Refunded Bonds Indenture”) for the Refunded Bonds, that, pursuant to permit an appropriate notation the Refunded Bonds Indenture, the entire outstanding principal amount of the Refunded Bonds is to be made redeemed on Schedule A theretoMarch 13, 2012 at a redemption price of 100% of the principal amount thereof, plus interest accrued to that redemption date. The Bondholder instructs Issuer acknowledges and confirms that it has directed the Refunded Bonds Trustee to hold so call the Refunded Bonds for optional redemption on behalf of the Bondholder to facilitate payments pursuant heretothat date.

Issuance of Bonds. The Bonds shall: (a) be dated as of the Dated Date; (b) be initially issued and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of delivery, except the Initial The Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal to the Applicable Rate payable monthly in arrears on each Payment Date (immediately upon receipt of funds sufficient to make such payment), such interest to accrue from the Dated Issue Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debtsuntil paid, at the Operations Office of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds rate set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United StatesA, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee and shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrumentmature, provided that if such amount represents a payment of the principal of any Bondsunless sooner paid, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Maturity Date Holder of such Bond on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Datewhich date all unpaid principal, and principal of and any premium on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal date of payment. Furthermore, the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable shall be due and payable. (b) The Bonds shall be issued as fully registered bonds without coupons in Authorized Denominations. The Bonds shall be numbered from R-1 upwards bearing numbers not then contemporaneously outstanding (in order of issuance) according to the records of the Issuer. Upon the initial issuance of the Bonds, the Issuer shall execute and deliver the Bonds to the Purchaser, as the registered Owner. (c) The Bonds shall be dated the Issue Date. All Bonds shall bear interest (i) from the Issue Date, if executed and delivered prior to the first Interest Payment Date, or (ii) otherwise from the Interest Payment Date that is, or that immediately precedes, the date on which such Bond has been executed and delivered (unless payment of interest is in default, in which case such Bond shall bear interest from the date to which interest has been paid). (d) The principal and Purchase Price of, redemption premium, if any, and the interest on the Maturity Date Bonds shall be payable in lawful currency of the United States. The principal and Purchase Price of and redemption premium, if any, on the Bonds shall be paid to the Purchaser (without any presentment thereof, except upon the payment of the final installment of principal, and without any notation of such payment being made thereon), by the Purchaser debiting an account of the Borrower as may be provided in the Continuing Covenant Agreement or in such other manner and at such address in the United States as may be designated by the Purchaser in writing to the Borrower. (e) All payments made shall be accompanied by sufficient information to identify the source and proper application of such payment and, if any Bonds are sold or transferred, the Purchaser shall notify the Borrower and the Issuer in writing of the name and address of the transferee, the effective date of redemption shall only be payable upon presentation the transfer, the principal amount of the Bonds at transferred and the Operations Office payment information notated on the Bonds as hereinafter described, and it will, prior to delivery of such Bonds, make a notation on such Bonds of the Trustee so as date to permit an appropriate notation to be which interest has been paid thereon and of the amount of any prepayments made on Schedule A theretoaccount of the principal thereof. (f) No Bond shall be valid or obligatory for any purpose unless or until the Bond has been executed by the manual signature of at least one officer of the Issuer. The Bondholder instructs the Trustee to hold the Bonds on behalf manual signature of an officer of the Bondholder to facilitate payments pursuant heretoIssuer on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Agreement.

Issuance of Bonds. In order to assist the Company in the refunding of the Refunded Bonds, the Issuer, concurrently with the execution hereof, will issue, sell and deliver the Bonds. The proceeds of the Bonds shall be loaned to the Company in accordance with Section 4.1. The Bonds shall: will be issued under and pursuant to the Trust Indenture (aas amended from time to time, the “Indenture”) be dated as of December 1, 2005 between the Dated Date; Issuer and J.X. Xxxxxx Trust Company, National Association, as trustee (b) in that capacity, the “Trustee”), and will be initially issued and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated the aggregate principal amount, will bear interest, will mature and will be subject to redemption as set forth therein. The Company hereby approves the Series 2019 terms and conditions of the Indenture and the Bonds; (d) be numbered , and the terms and conditions under which the Bonds have been issued, sold and delivered. The proceeds from R-1 upwards in chronological order the sale of delivery, except the Initial Bonds (as described in Section 2.04 hereof), which other than any accrued interest) shall be numbered I-1; (e) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal loaned to the Applicable Rate payable monthly Company to assist the Company in arrears on each Payment Date (immediately upon receipt of funds sufficient refunding the Refunded Bonds. Those proceeds shall be delivered to make such payment)the respective Escrow Trustees, such as defined and provided in the Indenture, to be held, together with any interest to accrue from the Dated Date, orearnings thereon, in the case of transfer or exchangetrust, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; respective Escrow Agreements (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form Indenture) for the purpose of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained paying, together with any moneys provided by the Holder at any bank in Company or the United StatesCompanies, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bondsremaining principal, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Date, and principal of and any redemption premium on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Refunded Bonds to the dates of their redemption or purchase and cancellation, all as set forth and provided for in the respective Escrow Agreements. The Company acknowledges that the proceeds of the Bonds will be insufficient to pay the full costs of refunding the Refunded Bonds and submit such calculations that the Issuer has made no representation or warranty with respect to the Trustee in writing, with a copy to the Issuer sufficiency thereof. The Company further acknowledges that it and the Borrower, Companies are (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption will remain after the issuance of the Bonds) obligated to, and hereby confirms that it and the Companies will, pay, all costs of the refunding of the Refunded Bonds, whether by redemption or by purchase and cancellation. The Trustee shallCompany, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal date of payment. Furthermore, the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of and at the Bondholder direction of the Companies, hereby requests that the Issuer notify the respective Refunded Bonds Trustee, pursuant to facilitate payments pursuant heretothe respective Refunded Bonds Indenture and the respective Escrow Agreement, that the entire outstanding principal amount of the Refunded Bonds are to be redeemed or purchased for cancellation, all as set forth and provided for in the respective Escrow Agreements. The Issuer acknowledges and confirms that the respective Refunded Bonds Trustees have been so notified, all as set forth and provided for in the respective Escrow Agreements.

Issuance of Bonds. The Bonds shall: (a) In order to provide funds to finance the Costs of Acquisition of the Project, there is hereby authorized to be issued a Series of Bonds in the aggregate principal amount of $[Principal Amount], which Series of Bonds is hereby designated as “Local Building Authority of South Weber City, Utah, Lease Revenue Bonds, Series 2023.” The Series 2023 Bonds shall be dated as of the Dated Date; (b) be initially issued date of original issuance, and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of delivery, except the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal to the Applicable Rate payable monthly in arrears on each Payment Date (immediately upon receipt of funds sufficient to make such payment), such interest to accrue from the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions to be delivered not less than 15 days before the Payment Datedated date. The Trustee shall pay all amounts payable by insert the Trustee hereunder to date of registration and authentication of each Series 2023 Bond in the place provided for such Holder by transfer directly to said designated bank purpose in accordance with the provisions certificate of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trusteeauthentication on each Series 2023 Bond. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest Interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Date, and principal of and any premium on the Series 2023 Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) on each [First Payment Date] and [Second Payment Date], commencing on [Closing Date], 2023, and shall be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a year of 360 days consisting of twelve 30-day year for the actual number of days elapsedmonths. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due Series 2023 Bonds shall mature on the Bonds dates and submit such calculations to in the Trustee in writing, with a copy to the Issuer principal amounts and the Borrower, (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment rates per annum as follows: [Principal Payment Date] of the principal of, premium, if any, or interest on the Year Principal Amount Interest Rate $ % (b) The Bonds shall be a day which is not a Business Day, then signed on behalf of the date for such payment shall be Issuer by the next succeeding day which is a Business Day, official manual or facsimile signature of its President and payment on such later date attested by the official manual or facsimile signature of its Secretary. Any facsimile signature shall have the same force and effect as if made said President or Secretary, as the case may be, had manually signed each of said Xxxxx. The Bonds shall then be delivered to the Trustee for authentication by it. In case any officer who shall have signed or attested any of the Bonds shall cease to be such officer before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee or issued by the Issuer, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issuance, shall be as binding upon the Issuer as though such person who signed or attested the same had continued to be such officer of the Issuer. Also, any Bond may be signed or attested on behalf of the Issuer by any person who on the actual date of the execution of such Bond shall be the proper officer of the Issuer, although on the nominal date of paymentsuch Bond any such person shall not have been such officer of the Issuer. Furthermore, the Trustee shall, I The Bonds shall be issuable only as fully registered Bonds without coupons in all circumstances, pass through to the Bondowners Authorized Denominations. The Bonds shall be lettered “R” and shall be numbered consecutively from 1 upward. (d) Interest on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment overdue principal of principal of, premium, if any, and interest on the Bonds. All payments so made each Bond shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and bear interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of the Bondholder to facilitate payments pursuant heretointerest rate borne by such Bond.

Issuance of Bonds. The Series 2017 Bonds shall: (i) shall be designated (a) be dated as of the Dated Date; $[26,915,000] Lake County, Florida Senior Living Revenue Bonds (Village Veranda at Lady Lake Project), Series 2017A-1, and (b) $[1,760,000] Lake County, Florida Taxable Senior Living Revenue Bonds (Village Veranda at Lady Lake ), Series 2017A-2, (ii) as originally issued hereunder shall be initially issued dated the date of original issuance and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of delivery, except (iii) shall bear interest from the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on Interest Payment Date next preceding the date set forth below; Maximum Principal Amount of authentication of such Bond to which interest has been paid or provided for, unless: (fa) bear interest on the Principal Amount from time to time at a per annum rate equal to the Applicable Rate payable monthly in arrears on each Payment Date (immediately upon receipt date of funds sufficient to make authentication of such payment), such interest to accrue from the Dated Date, or, in the case of transfer or exchange, from the most recent Bond is an Interest Payment Date to which interest has been paid or provided for under this Indenture to maturity for, then from the date of authentication thereof, or prior redemption; if a payment (b) no interest has been paid on such Bond, in which case from the date of defaulted interest is to be made, the Trustee shall establish the time authentication and delivery of such payment and Bond, or (c) such authentication date shall establish the associated special be after any Record Date therefor as provided and before the next Interest Payment Date, in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and which case interest shall be paid from the second succeeding Interest Payment Date. Interest due on each any Bond on any Interest Payment Date shall be paid to the Holders Holder of such Bond as shown on the applicable registration books kept by the Bond Registrar on the Record Date Date, until paid, at the rate of (the “Record Date Holder” as defined 1) [ ]% per annum in the form case of the Series 2017A-1 Bonds maturing on [January 1, 20[ ]], and (2) [ ]% % per annum in the case of the Series 2017A-2 Bonds, such interest to be payable semi-annually on January 1 and July 1, commencing July 1, 2017, and shall bear interest on overdue principal and, to the extent legally enforceable, on overdue installments of interest and other amounts payable under the Bonds, for each day until paid at the Default Rate, and (iv) shall finally mature on (a) [ ], 20[ ] with respect to the Series 2017A-1 Bonds bearing interest at %, and (b) [ ], 20[ ] with respect to the Series 2017A-2 Bonds, subject to extraordinary, optional, and mandatory redemption and purchase prior to maturity in accordance with Article III. The interest rate on each series of the Bonds shall be based on a 360-day year comprised of twelve 30-day months, which, under the circumstances set forth in Exhibit B hereto) via wire transfer the Bonds or this Indenture, may be at the Default Rate or the Taxable Rate. Anything herein or in immediately available funds the Bonds to a designated bank account maintained by the contrary notwithstanding, the obligation of the Issuer hereunder shall be subject to the limitation that payments of interest to the Holder at of any bank Bond shall not be required to the extent that the receipt of any such payment by such Holder would be contrary to the provisions of law applicable to such Holder which limit the maximum rate of interest which may be charged or collected by such Holder. The Series 2017A-1 Bonds and the Series 2017A-2 Bonds (including such Bonds issued in exchange therefor) shall be issued as fully registered Bonds without coupons in Authorized Denominations. The Bonds shall be numbered consecutively from AR-1 and AR-2, respectively, upwards in order of issuance according to the United Statesrecords of the Bond Registrar. Every Bond issued in exchange for a Bond as originally issued shall be dated the date of its authentication. The first payment of interest on a Bond shall be due on the Interest Payment Date next succeeding the date of such Bond unless such Bond is dated on an Interest Payment Date, in which case the first payment of interest thereon shall be due on the next succeeding Interest Payment Date, or unless such instructions to be delivered not less than 15 days Bond is dated after a Record Date but before the next Interest Payment Date, in which case the first payment of interest thereon shall be due on the second succeeding Interest Payment Date. The Trustee interest to be paid on an Interest Payment Date shall pay all amounts be computed from the date on which interest was last paid on the Bonds or, if interest has not previously been paid on the Bonds, from the date of original issuance and delivery thereof. Subject to the provisions of Section 2.08, the Person in whose name a Bond is registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Bond upon any transfer or exchange subsequent to such Record Date and prior to such Interest Payment Date; provided, however, any interest not so timely paid or duly provided for shall cease to be payable to the Person who is the registered owner of such Bond (or one or more predecessor Bonds) as of the Record Date, and shall be payable to the Person who is the registered owner of such Bond (or of one or more predecessor Bonds) at the close of business on a special record date for the payment of such defaulted interest. Such special record date shall be fixed by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with whenever moneys become available for the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bondssuch defaulted interest, such Bond shall have been presented to the Trustee. At the written request and notice of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will special record date shall be payable by check mailed given by first class mail by the Trustee or by or on behalf of the Issuer to the Record Date Holder registered owner thereof not less than five (5) days prior thereto. The principal of such Bond on the applicable Record Date Bonds shall be payable in lawful money of the United States of America at the last address thereof as shown in principal office of the Bond Register on the applicable Record DateTrustee upon surrender thereof, and principal of and any premium interest on the Bonds shall be payable by wire transfer or check drawn upon the account held by the Trustee for such purpose and mailed to the Persons in whose names the Bonds are registered on the registration books maintained by the Trustee, as Bond Registrar, at the Principal Corporate Trust Office close of the Trustee; (i) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest business on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit Record Date next preceding such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Interest Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to shall maintain a record of the contrary, during amount and date of any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment of the principal of, premium, if any, or and/or interest on the Bonds shall be a day which is not a Business Day, then (whether at the maturity date for such payment shall be or the next succeeding day which is a Business Day, and payment on such later redemption date shall have the same force and effect as if made on the nominal date of payment. Furthermore, the Trustee shall, in all circumstances, pass through prior to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability maturity or upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date maturity thereof by acceleration or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of the Bondholder to facilitate payments pursuant heretootherwise).

Issuance of Bonds. The Bonds shall:shall:‌ (a1) be dated as of the Dated Date; (b2) be initially issued and delivered as a single fully registered Bond bonds without coupons, in the minimum denominations of $100,000 or any integral multiples of $1,000 in excess of $100,000; except that a Bond may be exchanged after redemption or purchase for a Bond in the denomination of less than $100,000 to the extent necessary to represent the unredeemed or unpurchased portion of such Bond (the "Authorized Denomination"); (c3) be initially issued in a single series designated as the Series 2019 2023 Bonds; (d4) except for the Initial Bond which shall be numbered I‑1, be numbered from R-1 upwards in chronological order of delivery, except delivery for each respective series of Bonds with such number being preceded by such designation as the Initial Bonds (as described in Section 2.04 hereof), which Trustee shall be numbered I-1determine; (e5) mature on the date set forth below; Maximum Principal AmountMaturity Date; (f6) shall bear interest from the date of delivery thereof at the rates provided for in the Bonds provided that the interest rate on the Principal Amount from time Bonds will be increased to time at a per annum rate equal to the Applicable Default Rate payable monthly in arrears both prospectively and retroactively to the date on each Payment Date (immediately which a Determination of Taxability on the Bonds shall be applicable, and the Borrower shall pay to the Holders promptly upon receipt of funds sufficient to make such payment), such demand any interest to accrue from the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”due retroactively; (g) pay principal in accordance with the Amortization Schedule; (h7) be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, provided except that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail on the Payment Date by the Trustee to the Record Date Holder Holders of such Bond Bonds on the applicable Record Date (the "Record Date Holders" as defined in the form of Bond set forth in Exhibit B hereto) at the last address addresses thereof as shown in the Bond Register on the applicable Record Date; and, and if the Bonds are not in book-entry form, the principal of and any premium on the any Bonds shall be payable at the Principal Corporate Trust Operations Office of the Trustee;Trustee without presentation and surrender of the Bonds except for the final principal payment as provided in Section 3.4(2); and (i) 8) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III 3 hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at . During any period of time that the Note bears interest at the Taxable Raterate described in Section 7.14 of the Loan Agreement, the Bonds shall also bear interest at such rate; provided that in no event shall the Taxable interest rate on the Bonds or the Note exceed the Maximum Lawful Rate. Notwithstanding the foregoing, if the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal date of payment. FurthermoreNotwithstanding the foregoing, any Holder of at least $1,000,000 principal amount of any Bonds (or a lesser amount of such Bonds if such Bonds constitute all the Outstanding Bonds at the time), upon payment by the Holder of the costs of wire transfers, may file with the Trustee shall, in all circumstances, pass through an instrument satisfactory to the Bondowners Trustee not less than five (on a pro rata basis), as soon as practicable following receipt by 5) days prior to the Trustee, all applicable Record Date requesting the interest amounts received payable by the Trustee to such Holder be paid by transferring by wire transfer in immediately available funds, on the day such payment is due, the amount to be distributed to such Holder to a designated account maintained by such Holder at any bank in the United States. The designation so given will be effective unless and until rescinded in writing by the Holder at least five (5) business days prior to the Record Date for the Payment Date to which such rescission is designated to apply. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal ofof and/or premium on any Bond, premium, if any, and interest on such Bond shall have been presented to the BondsTrustee at its Operations Office. All payments so made shall be valid and effective to satisfy and discharge the liability upon the such Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, of and interest on and/or premium on the Bonds payable on the Maturity Date Date, a Purchase Date, or any date of redemption shall only be payable upon presentation of the Bonds maturing, being purchased or being redeemed at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of the Bondholder to facilitate payments pursuant heretoTrustee.

Issuance of Bonds. The Bonds shall: (ai) shall be designated "Taylxx Xxxnty, Florida Industrial Development Revenue Bonds (CPG Products Corp. Project), Series 1979," (ii) shall be dated September 1, 1979, except with respect to registered Bonds without coupons as hereinafter provided, (iii) shall bear interest from date at the rate of 6-3/4% per annum (computed on the basis of a 360-day year, 30-day month), payable March I and September I of each year until maturity, commencing March 1, 1980, and (iv) shall mature on September 1, 2004. The Bonds are subject to the sinking fund provisions of Section 305. The Bonds may be issued as coupon Bonds or registered Bonds as is hereinafter provided. Registered Bonds without coupons issued before March 1, 1980, shall be dated as of September 1, 1979, and registered Bonds without coupons issued on or subsequent to March 1, 1980, shall be dated as of the Dated Date; (b) interest payment date next preceding the date of authentication and delivery thereof by the Trustee, unless such date of authentication and delivery shall be initially issued an interest payment date, in which case they shall be dated as of such date of authentication and delivered delivery; provided, however, that if, as a single fully shown by the records of the Trustee, interest on any Bonds surrendered for transfer or exchange shall be in default, the registered Bond Bonds without coupons; (c) be initially coupons issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of delivery, except the Initial exchange for Bonds (as described in Section 2.04 hereof), which surrendered for transfer or exchange shall be numbered I-1; (e) mature on dated as of the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal to the Applicable Rate payable monthly in arrears on each Payment Date (immediately upon receipt of funds sufficient to make such payment), such interest to accrue from the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid in full on the Bonds surrendered or provided for under this Indenture to maturity or prior redemption; if a payment no interest has been paid they shall be dated September 1, 1979. Coupon Bonds and registered Bonds without coupons shall bear interest from their date. The principal of defaulted and the interest is to be made, on the Trustee Bonds shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency lawful money of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office principal office of the Trustee or Paying Agent, provided that unless otherwise notified by at the Bondowner Representative in writing, payments principal office of principal and any successor designated pursuant to the terms hereof. Payment of interest on coupon Bonds shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment made only upon presentation and surrender of the coupons representing such interest as the same respectively become due at the principal office of any Bonds, such Bond shall have been presented to the Trustee. At the written request Payment of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the registered Bonds will without coupons shall be payable by check mailed by first class mail by or draft drawn upon the Trustee and mailed to the Record Date Holder of such Bond registered owner at his address as it appears on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Date, and principal of and any premium on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment of the principal of, premium, if any, or interest on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal date of payment. Furthermore, the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt bond registration books kept by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A thereto. The Bondholder instructs the Trustee to hold the Bonds on behalf of the Bondholder to facilitate payments pursuant hereto.

Issuance of Bonds. In order to assist the Company in the refunding of the Refunded Bonds, the Issuer, concurrently with the execution hereof, will issue, sell and deliver the Bonds. The proceeds of the Bonds shall be loaned to the Company in accordance with Section 4.1. The Bonds shallwill be issued under and pursuant to the Trust Indenture (as amended from time to time, the “Indenture”) dated as of April 1, 2006 between the Issuer and The Bank of New York Trust Company, N.A., as trustee (in that capacity, the “Trustee”), and will be issued in the aggregate principal amount, will bear interest, will mature and will be subject to redemption as set forth therein. The Company hereby approves the terms and conditions of the Indenture and the Bonds, and the terms and conditions under which the Bonds have been issued, sold and delivered. The proceeds from the sale of the Bonds (other than any accrued interest) shall be loaned to the Company to assist the Company in refunding the Refunded Bonds. Those proceeds shall be delivered as follows: (a) $47,500,000 to the 1997 Bonds Trustee, to be dated as deposited in the Company Account of the Dated Date;Bond Fund established in the 1997 Indenture and to be utilized, as provided therein (and with capitalized terms hereafter used in this paragraph having the meanings set forth therein), to reimburse, together with any moneys provided by the Company or CEI, the Credit Facility Issuer for the draws on the Credit Facility by the 1997 Bonds Trustee for the payment in full of the Debt Charges on the 1997 Bonds on April 3, 2006; and (b) be initially issued and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated as the Series 2019 Bonds; (d) be numbered from R-1 upwards in chronological order of delivery, except the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal $42,640,000 to the Applicable Rate payable monthly Escrow Trustee as defined and provided in arrears on each Payment Date (immediately upon receipt of funds sufficient the Indenture to make such payment)be held, such together with any interest to accrue from the Dated Date, orearnings thereon, in the case of transfer or exchangetrust, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; Escrow Agreement (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form Indenture) for the purpose of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained paying, together with any moneys provided by the Holder at any bank in the United StatesCompany or CEI, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof as shown in the Bond Register on the applicable Record Date, and principal of and any premium on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms and conditions and at the redemption prices specified in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year for the actual number of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of remaining principal and interest due on the 1988 Bonds and submit such calculations the 2004 Bonds to their respective dates of redemption. The Company acknowledges that the proceeds of the Bonds will be insufficient to pay the full costs of refunding the Refunded Bonds and that the Issuer has made no representation or warranty with respect to the Trustee in writing, with a copy to sufficiency thereof. The Company further acknowledges that it and CEI are (and will remain after the Issuer and issuance of the Borrower, (iBonds) 7 days prior to each Payment Dateobligated to, and (ii) within 15 days following any partial hereby confirms that it and CEI will, pay all costs of the refunding and redemption of the Refunded Bonds. The Issuer acknowledges and confirms that the Refunded Bonds Trustee shallhas been notified, absent manifest erroron behalf of and at the direction of CEI, accept such calculationsthat the entire outstanding principal amount of the 1997 Bonds and $2,805,000 outstanding principal amount of the 2004 Bonds have been conditionally called for redemption on April 3, 2006 and April 12, 2006, respectively. Notwithstanding anything contained herein The Company, on behalf of and at the direction of CEI, hereby requests that the Issuer notify the 1988 Bonds Trustee, pursuant to the contrary1988 Indenture, during any period of time that the Note bears interest entire outstanding principal amount of the 1988 Bonds is to be redeemed on May 3, 2006 at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment a redemption price of 100% of the principal ofamount thereof, premium, if any, or plus interest on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal date of payment. Furthermore, the Trustee shall, in all circumstances, pass through accrued to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of that redemption shall only be payable upon presentation of the Bonds at the Operations Office of the Trustee so as to permit an appropriate notation to be made on Schedule A theretodate. The Bondholder instructs Issuer acknowledges and confirms that it has directed the 1988 Bonds Trustee to hold so call the 1988 Bonds for optional redemption on behalf of the Bondholder to facilitate payments pursuant heretothat date.

Issuance of Bonds. In order to assist the Company in the refunding of the Refunded Bonds, the Issuer, concurrently with the execution hereof, will issue, sell and deliver the Bonds. The proceeds of the Bonds shall be loaned to the Company in accordance with Section 4.1. The Bonds shall: will be issued under and pursuant to the Trust Indenture (aas amended from time to time, the “Indenture”) be dated as of February 1, 2012 between the Dated Date; Issuer and Xxxxx Fargo Bank, National Association, as trustee (b) in that capacity, the “Trustee”), and will be initially issued and delivered as a single fully registered Bond without coupons; (c) be initially issued in a single series designated the aggregate principal amount, will bear interest, will mature and will be subject to redemption as set forth therein. The Company hereby approves the Series 2019 terms and conditions of the Indenture and the Bonds; (d) be numbered , and the terms and conditions under which the Bonds have been issued, sold and delivered. The proceeds from R-1 upwards in chronological order the sale of delivery, except the Initial Bonds (as described in Section 2.04 hereof), which shall be numbered I-1; (e) mature on the date set forth below; Maximum Principal Amount (f) bear interest on the Principal Amount from time to time at a per annum rate equal loaned to the Applicable Rate payable monthly Company to assist the Company in arrears on each Payment Date (immediately upon receipt of funds sufficient to make such payment), such interest to accrue from refunding the Dated Date, or, in the case of transfer or exchange, from the most recent Payment Date to which interest has been paid or provided for under this Indenture to maturity or prior redemption; if a payment of defaulted interest is to be made, the Trustee shall establish the time of such payment and shall establish the associated special Record Date therefor as provided in the definition of “Record Date”; (g) pay principal in accordance with the Amortization Schedule; (h) be payable in such coin or currency Refunded Bonds within ninety days of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office issuance of the Trustee or Paying Agent, provided that unless otherwise notified by the Bondowner Representative in writing, payments of principal and interest Bonds. Those proceeds shall be paid on each Payment Date to the Holders of such Bond on the applicable Record Date (the “Record Date Holder” as defined in the form of Bonds set forth in Exhibit B hereto) via wire transfer in immediately available funds to a designated bank account maintained by the Holder at any bank in the United States, such instructions to be delivered not less than 15 days before the Payment Date. The Trustee shall pay all amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in accordance with the provisions of any such instrument, provided that if such amount represents a payment of the principal of any Bonds, such Bond shall have been presented to the Trustee. At the written request of the Bondowner Representative (delivered not less than 15 days before the Payment Date) payments of principal and interest on the Bonds will be payable by check mailed by first class mail by the Trustee to the Record Date Holder of such Bond on the applicable Record Date at the last address thereof Original Bonds Trustee, as shown provided in the Bond Register on Indenture, to be held, together with any moneys provided by the applicable Record Date, and principal of Company and any premium interest earnings on the Bonds shall be payable at the Principal Corporate Trust Office of the Trustee; (i) be subject to redemption upon the terms those proceeds and conditions and at the redemption prices specified those moneys, in Article III hereof; (j) accrue interest on the outstanding principal amount from time to time calculated on the basis of a 360 day year trust, for the actual number purpose of days elapsed. The Bondowner Representative shall, as servicer of the Bond Loan, calculate the Applicable Rate and the amount of principal and interest due on the Bonds and submit such calculations to the Trustee in writing, with a copy to the Issuer and the Borrower, (i) 7 days prior to each Payment Date, and (ii) within 15 days following any partial redemption of the Bonds. The Trustee shall, absent manifest error, accept such calculations. Notwithstanding anything contained herein to the contrary, during any period of time that the Note bears interest at the Default Rate, the Bonds shall also bear interest at the Default Rate, and at any time the Note bears interest at the Taxable Rate, the Bonds shall bear interest at the Taxable Rate. Notwithstanding the foregoing, if the date for payment paying all of the principal of, premiumand interest due on, if any, or interest the Refunded Bonds on the Bonds shall be a day which is not a Business Day, then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such later date shall have the same force and effect as if made on the nominal their date of paymentredemption. Furthermore, The Company acknowledges that the Trustee shall, in all circumstances, pass through to the Bondowners (on a pro rata basis), as soon as practicable following receipt by the Trustee, all amounts received by the Trustee in payment of principal of, premium, if any, and interest on the Bonds. All payments so made shall be valid and effective to satisfy and discharge the liability upon the Bonds. Notwithstanding the foregoing, all payments of principal of, premium, if any, and interest on the Bonds payable on the Maturity Date or any date of redemption shall only be payable upon presentation proceeds of the Bonds at will be insufficient to pay the Operations Office full costs of refunding the Refunded Bonds and that the Issuer has made no representation or warranty with respect to the sufficiency thereof. The Company further acknowledges that it is (and will remain after the issuance of the Bonds) obligated to, and hereby confirms that it will, pay all costs of the refunding of the Refunded Bonds. The Company hereby requests that the Issuer notify The Bank of New York Mellon Trust Company, National Association, as the Trustee so as (the “Refunded Bonds Trustee”) under the Original Bonds Indenture for the Refunded Bonds, that, pursuant to permit an appropriate notation the Original Bonds Indenture, the entire outstanding principal amount of the Refunded Bonds is to be made redeemed on Schedule A theretoMarch 13, 2012 at a redemption price of 100% of the principal amount thereof, plus interest accrued to that redemption date. The Bondholder instructs Issuer acknowledges and confirms that it has directed the Refunded Bonds Trustee to hold so call the Refunded Bonds for optional redemption on behalf of the Bondholder to facilitate payments pursuant heretothat date.