Common use of Mandatory Purchase upon Termination, Replacement or Expiration of Liquidity Facility; Mandatory Liquidity Facility Tender Clause in Contracts

Mandatory Purchase upon Termination, Replacement or Expiration of Liquidity Facility; Mandatory Liquidity Facility Tender. If at any time the Trustee receives notice from the Authority or the Liquidity Facility Provider that 2024 Series B-2 Bonds tendered for purchase shall, on the date specified in such notice, cease to be subject to purchase pursuant to the Liquidity Facility then in effect as a result of (i) the termination, replacement or expiration of the term, as extended, of that Liquidity Facility, including but not limited to termination at the option of the Authority in accordance with the terms of such Liquidity Facility, or (ii) the occurrence and continuance of certain specified events under such Liquidity Facility (i.e., on a Notice of Termination Date as defined in the Liquidity Facility), then such 2024 Series B-2 Bonds shall be purchased or deemed purchased at the Purchase Price. Any purchase of the 2024 Series B-2 Bonds pursuant to this Section 7.4 shall occur: (1) on the fifth Business Day preceding any expiration or termination of a Liquidity Facility without replacement by an Alternate Liquidity Facility, or on the fifth Business Day preceding the effective date of any termination of a Liquidity Facility as set forth in a Notice of Termination Date delivered to the Trustee as described in clause (ii) of the preceding paragraph; and (2) on the proposed date of the replacement of a Liquidity Facility in any case where an Alternate Liquidity Facility has been delivered to the Trustee pursuant to Section 8.3 hereof. For the avoidance of doubt, in the case of a mandatory purchase in connection with the replacement of an existing Liquidity Facility, if on the applicable Mandatory Tender Date remarketing proceeds are not sufficient to purchase all 2024 Series B-2 Bonds, the Paying Agent shall draw upon the then existing Liquidity Facility, as provided herein and pursuant to the terms of such Liquidity Facility, to the extent necessary to effectuate the mandatory purchase of the 2024 Series B-2 Bonds. The Trustee shall give notice of mandatory purchase pursuant to this Section 7.4 by first-class mail, or transmitted in such other manner (such as by Electronic Means) as may be customary for the industry as directed in writing by the Authority, to the Owners of the 2024 Series B-2 Bonds subject to mandatory purchase, with a copy to the MSRB, no less than 15 days prior to the Mandatory Purchase Date (or in connection with a Mandatory Purchase Date described in clause (ii) of the first paragraph of this Section, not less than 3 days prior to the Mandatory Purchase Date). The notice shall state the Mandatory Purchase Date, the Purchase Price and that interest on 2024 Series B-2 Bonds subject to mandatory purchase shall cease to accrue from and after the Mandatory Purchase Date. The failure to transmit such notice with respect to any 2024 Series B-2 Bond shall not affect the validity of the mandatory purchase of any other 2024 Series B-2 Bond with respect to which notice was so transmitted. Any notice transmitted as aforesaid will be conclusively presumed to have been given, whether or not actually received by any Owner. 2024 Series B-2 Bonds purchased pursuant to this Section 7.4 shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent in Salt Lake City, Utah, at or before 12:00 noon, New York City time, on the Mandatory Purchase Date, and payment of the Purchase Price of such 2024 Series B-2 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent by 3:00 p.m. New York City time on such Mandatory Purchase Date.

Mandatory Purchase upon Termination, Replacement or Expiration of Liquidity Facility; Mandatory Liquidity Facility Tender. If at any time the Trustee receives notice from the Authority or the Liquidity Facility Provider that 2024 Series B-2 A-2 Bonds tendered for purchase shall, on the date specified in such notice, cease to be subject to purchase pursuant to the Liquidity Facility then in effect as a result of (i) the termination, replacement or expiration of the term, as extended, of that Liquidity Facility, including but not limited to termination at the option of the Authority in accordance with the terms of such Liquidity Facility, or (ii) the occurrence and continuance of certain specified events under such Liquidity Facility (i.e., on a Notice of Termination Date as defined in the Liquidity Facility), then such 2024 Series B-2 A-2 Bonds shall be purchased or deemed purchased at the Purchase Price. Any purchase of the 2024 Series B-2 A-2 Bonds pursuant to this Section 7.4 shall occur: (1) on the fifth Business Day preceding any expiration or termination of a Liquidity Facility without replacement by an Alternate Liquidity Facility, or on the fifth Business Day preceding the effective date of any termination of a Liquidity Facility as set forth in a Notice of Termination Date delivered to the Trustee as described in clause (ii) of the preceding paragraph; and (2) on the proposed date of the replacement of a Liquidity Facility in any case where an Alternate Liquidity Facility has been delivered to the Trustee pursuant to Section 8.3 hereof. For the avoidance of doubt, in the case of a mandatory purchase in connection with the replacement of an existing Liquidity Facility, if on the applicable Mandatory Tender Date remarketing proceeds are not sufficient to purchase all 2024 Series B-2 A-2 Bonds, the Paying Agent shall draw upon the then existing Liquidity Facility, as provided herein and pursuant to the terms of such Liquidity Facility, to the extent necessary to effectuate the mandatory purchase of the 2024 Series B-2 A-2 Bonds. The Trustee shall give notice of mandatory purchase pursuant to this Section 7.4 by first-class mail, or transmitted in such other manner (such as by Electronic Means) as may be customary for the industry as directed in writing by the Authority, to the Owners of the 2024 Series B-2 A-2 Bonds subject to mandatory purchase, with a copy to the MSRB, no less than 15 days prior to the Mandatory Purchase Date (or in connection with a Mandatory Purchase Date described in clause (ii) of the first paragraph of this Section, not less than 3 days prior to the Mandatory Purchase Date). The notice shall state the Mandatory Purchase Date, the Purchase Price and that interest on 2024 Series B-2 A-2 Bonds subject to mandatory purchase shall cease to accrue from and after the Mandatory Purchase Date. The failure to transmit such notice with respect to any 2024 Series B-2 A-2 Bond shall not affect the validity of the mandatory purchase of any other 2024 Series B-2 A-2 Bond with respect to which notice was so transmitted. Any notice transmitted as aforesaid will be conclusively presumed to have been given, whether or not actually received by any Owner. 2024 Series B-2 A-2 Bonds purchased pursuant to this Section 7.4 shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent in Salt Lake City, Utah, at or before 12:00 noon, New York City time, on the Mandatory Purchase Date, and payment of the Purchase Price of such 2024 Series B-2 A-2 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent by 3:00 p.m. New York City time on such Mandatory Purchase Date.

Mandatory Purchase upon Termination, Replacement or Expiration of Liquidity Facility; Mandatory Liquidity Facility Tender. If at any time the Trustee receives notice from the Authority or the Liquidity Facility Provider that 2024 2023 Series B-2 N-2 Bonds tendered for purchase shall, on the date specified in such notice, cease to be subject to purchase pursuant to the Liquidity Facility then in effect as a result of (i) the termination, replacement or expiration of the term, as extended, of that Liquidity Facility, including but not limited to termination at the option of the Authority in accordance with the terms of such Liquidity Facility, or (ii) the occurrence and continuance of certain specified events under such Liquidity Facility (i.e., on a Notice of Termination Date as defined in the Liquidity Facility), then such 2024 2023 Series B-2 N-2 Bonds shall be purchased or deemed purchased at the Purchase Price. Any purchase of the 2024 2023 Series B-2 N-2 Bonds pursuant to this Section 7.4 shall occur: (1) on the fifth Business Day preceding any expiration or termination of a Liquidity Facility without replacement by an Alternate Liquidity Facility, or on the fifth Business Day preceding the effective date of any termination of a Liquidity Facility as set forth in a Notice of Termination Date delivered to the Trustee as described in clause (ii) of the preceding paragraph; and (2) on the proposed date of the replacement of a Liquidity Facility in any case where an Alternate Liquidity Facility has been delivered to the Trustee pursuant to Section 8.3 hereof. For the avoidance of doubt, in the case of a mandatory purchase in connection with the replacement of an existing Liquidity Facility, if on the applicable Mandatory Tender Date remarketing proceeds are not sufficient to purchase all 2024 2023 Series B-2 N-2 Bonds, the Paying Agent shall draw upon the then existing Liquidity Facility, as provided herein and pursuant to the terms of such Liquidity Facility, to the extent necessary to effectuate the mandatory purchase of the 2024 2023 Series B-2 N-2 Bonds. The Trustee shall give notice of mandatory purchase pursuant to this Section 7.4 by first-class mail, or transmitted in such other manner (such as by Electronic Means) as may be customary for the industry as directed in writing by the Authority, to the Owners of the 2024 2023 Series B-2 N-2 Bonds subject to mandatory purchase, with a copy to the MSRB, no less than 15 days prior to the Mandatory Purchase Date (or in connection with a Mandatory Purchase Date described in clause (ii) of the first paragraph of this Section, not less than 3 days prior to the Mandatory Purchase Date). The notice shall state the Mandatory Purchase Date, the Purchase Price and that interest on 2024 2023 Series B-2 N-2 Bonds subject to mandatory purchase shall cease to accrue from and after the Mandatory Purchase Date. The failure to transmit such notice with respect to any 2024 2023 Series B-2 N-2 Bond shall not affect the validity of the mandatory purchase of any other 2024 2023 Series B-2 N-2 Bond with respect to which notice was so transmitted. Any notice transmitted as aforesaid will be conclusively presumed to have been given, whether or not actually received by any Owner. 2024 2023 Series B-2 N-2 Bonds purchased pursuant to this Section 7.4 shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent in Salt Lake City, Utah, at or before 12:00 noon, New York City time, on the Mandatory Purchase Date, and payment of the Purchase Price of such 2024 2023 Series B-2 N-2 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent by 3:00 p.m. New York City time on such Mandatory Purchase Date.

Mandatory Purchase upon Termination, Replacement or Expiration of Liquidity Facility; Mandatory Liquidity Facility Tender. If at any time the Trustee receives notice from the Authority or the Liquidity Facility Provider that 2024 2023 Series B-2 Q-2 Bonds tendered for purchase shall, on the date specified in such notice, cease to be subject to purchase pursuant to the Liquidity Facility then in effect as a result of (i) the termination, replacement or expiration of the term, as extended, of that Liquidity Facility, including but not limited to termination at the option of the Authority in accordance with the terms of such Liquidity Facility, or (ii) the occurrence and continuance of certain specified events under such Liquidity Facility (i.e., on a Notice of Termination Date as defined in the Liquidity Facility), then such 2024 2023 Series B-2 Q-2 Bonds shall be purchased or deemed purchased at the Purchase Price. Any purchase of the 2024 2023 Series B-2 Q-2 Bonds pursuant to this Section 7.4 shall occur: (1) on the fifth Business Day preceding any expiration or termination of a Liquidity Facility without replacement by an Alternate Liquidity Facility, or on the fifth Business Day preceding the effective date of any termination of a Liquidity Facility as set forth in a Notice of Termination Date delivered to the Trustee as described in clause (ii) of the preceding paragraph; and (2) on the proposed date of the replacement of a Liquidity Facility in any case where an Alternate Liquidity Facility has been delivered to the Trustee pursuant to Section 8.3 hereof. For the avoidance of doubt, in the case of a mandatory purchase in connection with the replacement of an existing Liquidity Facility, if on the applicable Mandatory Tender Date remarketing proceeds are not sufficient to purchase all 2024 2023 Series B-2 Q-2 Bonds, the Paying Agent shall draw upon the then existing Liquidity Facility, as provided herein and pursuant to the terms of such Liquidity Facility, to the extent necessary to effectuate the mandatory purchase of the 2024 2023 Series B-2 Q-2 Bonds. The Trustee shall give notice of mandatory purchase pursuant to this Section 7.4 by first-class mail, or transmitted in such other manner (such as by Electronic Means) as may be customary for the industry as directed in writing by the Authority, to the Owners of the 2024 2023 Series B-2 Q-2 Bonds subject to mandatory purchase, with a copy to the MSRB, no less than 15 days prior to the Mandatory Purchase Date (or in connection with a Mandatory Purchase Date described in clause (ii) of the first paragraph of this Section, not less than 3 days prior to the Mandatory Purchase Date). The notice shall state the Mandatory Purchase Date, the Purchase Price and that interest on 2024 2023 Series B-2 Q-2 Bonds subject to mandatory purchase shall cease to accrue from and after the Mandatory Purchase Date. The failure to transmit such notice with respect to any 2024 2023 Series B-2 Q-2 Bond shall not affect the validity of the mandatory purchase of any other 2024 2023 Series B-2 Q-2 Bond with respect to which notice was so transmitted. Any notice transmitted as aforesaid will be conclusively presumed to have been given, whether or not actually received by any Owner. 2024 2023 Series B-2 Q-2 Bonds purchased pursuant to this Section 7.4 shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent in Salt Lake City, Utah, at or before 12:00 noon, New York City time, on the Mandatory Purchase Date, and payment of the Purchase Price of such 2024 2023 Series B-2 Q-2 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent by 3:00 p.m. New York City time on such Mandatory Purchase Date.

Mandatory Purchase upon Termination, Replacement or Expiration of Liquidity Facility; Mandatory Liquidity Facility Tender. If at any time the Trustee receives notice from the Authority or the Liquidity Facility Provider that 2024 Series B-2 C-2 Bonds tendered for purchase shall, on the date specified in such notice, cease to be subject to purchase pursuant to the Liquidity Facility then in effect as a result of (i) the termination, replacement or expiration of the term, as extended, of that Liquidity Facility, including but not limited to termination at the option of the Authority in accordance with the terms of such Liquidity Facility, or (ii) the occurrence and continuance of certain specified events under such Liquidity Facility (i.e., on a Notice of Termination Date as defined in the Liquidity Facility), then such 2024 Series B-2 C-2 Bonds shall be purchased or deemed purchased at the Purchase Price. Any purchase of the 2024 Series B-2 C-2 Bonds pursuant to this Section 7.4 shall occur: (1) on the fifth Business Day preceding any expiration or termination of a Liquidity Facility without replacement by an Alternate Liquidity Facility, or on the fifth Business Day preceding the effective date of any termination of a Liquidity Facility as set forth in a Notice of Termination Date delivered to the Trustee as described in clause (ii) of the preceding paragraph; and (2) on the proposed date of the replacement of a Liquidity Facility in any case where an Alternate Liquidity Facility has been delivered to the Trustee pursuant to Section 8.3 hereof. For the avoidance of doubt, in the case of a mandatory purchase in connection with the replacement of an existing Liquidity Facility, if on the applicable Mandatory Tender Date remarketing proceeds are not sufficient to purchase all 2024 Series B-2 C-2 Bonds, the Paying Agent shall draw upon the then existing Liquidity Facility, as provided herein and pursuant to the terms of such Liquidity Facility, to the extent necessary to effectuate the mandatory purchase of the 2024 Series B-2 C-2 Bonds. The Trustee shall give notice of mandatory purchase pursuant to this Section 7.4 by first-class mail, or transmitted in such other manner (such as by Electronic Means) as may be customary for the industry as directed in writing by the Authority, to the Owners of the 2024 Series B-2 C-2 Bonds subject to mandatory purchase, with a copy to the MSRB, no less than 15 days prior to the Mandatory Purchase Date (or in connection with a Mandatory Purchase Date described in clause (ii) of the first paragraph of this Section, not less than 3 days prior to the Mandatory Purchase Date). The notice shall state the Mandatory Purchase Date, the Purchase Price and that interest on 2024 Series B-2 C-2 Bonds subject to mandatory purchase shall cease to accrue from and after the Mandatory Purchase Date. The failure to transmit such notice with respect to any 2024 Series B-2 C-2 Bond shall not affect the validity of the mandatory purchase of any other 2024 Series B-2 C-2 Bond with respect to which notice was so transmitted. Any notice transmitted as aforesaid will be conclusively presumed to have been given, whether or not actually received by any Owner. 2024 Series B-2 C-2 Bonds purchased pursuant to this Section 7.4 shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent in Salt Lake City, Utah, at or before 12:00 noon, New York City time, on the Mandatory Purchase Date, and payment of the Purchase Price of such 2024 Series B-2 C-2 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent by 3:00 p.m. New York City time on such Mandatory Purchase Date.