Common use of Miscellaneous Provisions Regarding Auctions Clause in Contracts

Miscellaneous Provisions Regarding Auctions. (a) In this Exhibit, each reference to the purchase, sale or holding of Notes shall refer to beneficial interests in Notes, unless the context clearly requires otherwise. (b) During an ARS Rate Period with respect to each Series of Notes, the provisions of the Authorizing Document and the definitions contained therein and described in this Exhibit, including without limitation the definitions of All Hold Rate, Index, Interest Payment Date, Maximum Rate, Auction Period Rate and Auction Rate, may be amended pursuant to the Authorizing Document by obtaining the consent of the owners of all affected Outstanding Notes bearing interest at the Auction Period Rate as follows. If on the first Auction Date occurring at least 20 days after the date on which the Indenture Trustee mailed notice of such proposed amendment to the registered owners of the affected Outstanding Notes as required by the Authorizing Document, (i) the Auction Period Rate which is determined on such date is the Winning Bid Rate or the All Hold Rate and (ii) there is delivered to the Corporation and the Indenture Trustee an opinion of Note Counsel to the effect that such amendment shall not adversely affect the validity of the Notes or any exemption from federal income taxation to which the interest on the Notes would otherwise be entitled, the proposed amendment shall be deemed to have been consented to by the registered owners of all affected Outstanding Notes bearing interest at an Auction Period Rate. (c) If the Securities Depository notifies the Issuer that it is unwilling or unable to continue as registered owner of the Notes or if at any time the Securities Depository shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation and a successor to the Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the case may be, the Auctions shall cease and the Issuer shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes. Such Notes shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Issuer and the Indenture Trustee. During an ARS Rate Period, so long as the ownership of the Notes is maintained in book-entry form by the Securities Depository, an Existing Owner or a beneficial owner may sell, transfer or otherwise dispose of a Note only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of all transfers other than pursuant to Auctions, such Existing Owner or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and (ii) a sale, transfer or other disposition of Notes from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder of such Notes to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this paragraph if such Broker-Dealer remains the Existing Owner of the Notes so sold, transferred or disposed of immediately after such sale, transfer or disposition. (d) Unless specifically provided otherwise in Schedule I, the Auction Agent shall continue to implement the Auction Procedures notwithstanding the occurrence of an Event of Default under the Indenture.

Miscellaneous Provisions Regarding Auctions. (a) In this ExhibitAppendix A, each reference to the purchase, sale or holding of Tortoise Notes shall refer to beneficial interests in Tortoise Notes, unless the context clearly requires otherwise. (b) During an ARS auction Rate Period with respect to each Series series of Tortoise Notes, the provisions of the Authorizing Document Indenture and the definitions contained therein and described in this ExhibitAppendix A, including without limitation the definitions of All Hold Rate, Index, Interest Payment Date, Maximum Rate, Auction Period Rate and Auction Applicable Rate, may be amended pursuant to the Authorizing Document Indenture by obtaining the consent of the majority of the owners of all the affected Outstanding Tortoise Notes of a series bearing interest at the Auction Period Applicable Rate as follows. If on the first Auction Date occurring at least 20 days after the date on which the Indenture Trustee mailed notice of such proposed amendment to the registered owners of the affected Outstanding Tortoise Notes as required by of the Authorizing Documentseries, (i) the Auction Period Applicable Rate which is determined on such date is the Winning Bid Rate or the All Hold Rate and (ii) there is delivered to the Corporation Issuer and the Indenture Trustee an opinion of Note Counsel counsel to the effect that such amendment shall not adversely affect the validity of the Tortoise Notes of the series or any exemption from federal income taxation tax to which the interest on the Tortoise Notes of the series would otherwise be entitled, the proposed amendment shall be deemed to have been consented to by the registered owners of all affected Outstanding Tortoise Notes of the series bearing interest at an Auction Period the Applicable Rate. (c) If the Securities Depository notifies the Issuer that it is unwilling or unable to continue as registered owner of the Tortoise Notes of a series or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange ActAct of 1934, as amended, or other applicable statute or regulation and a successor to the Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the case may be, the Auctions shall cease and the Issuer shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the NotesTortoise Notes of the series. Such Tortoise Notes shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Issuer and the Indenture Trustee. . (d) During an ARS Rate Auction Period, so long as the ownership of the Tortoise Notes of a series is maintained in book-entry form by the Securities Depository, an Existing Owner Holder or a beneficial owner Beneficial Owner may sell, transfer or otherwise dispose of a Tortoise Note only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of all transfers other than pursuant to Auctions, Auctions such Existing Owner Holder or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and (ii) a sale, transfer or other disposition of Tortoise Notes of the series from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder of such Tortoise Notes to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this paragraph if such Broker-Dealer remains the Existing Owner Holder of the Tortoise Notes so sold, transferred or disposed of or immediately after such sale, transfer or disposition. (d) Unless specifically provided otherwise in Schedule I, the Auction Agent shall continue to implement the Auction Procedures notwithstanding the occurrence of an Event of Default under the Indenture.

Miscellaneous Provisions Regarding Auctions. (a) In this ExhibitExhibit D, each reference to the purchase, sale or holding of Notes Bonds shall refer to beneficial interests in NotesBonds, unless the context clearly requires otherwise. (b) During an ARS Auction Rate Period with respect to each Series of NotesPeriod, the provisions of the Authorizing Document Indenture and the definitions contained therein and described in this ExhibitExhibit D, including without limitation the definitions of All Hold Rate, Index, Interest Payment Date, Maximum Auction Rate, Auction Period Rate Reference Rate, Applicable Percentage and Auction Rate, may be amended pursuant to the Authorizing Document Indenture by obtaining the consent of (i) the owners Owners of all affected Outstanding Notes Bonds bearing interest at a Auction Rate, and (ii) the Auction Period Rate Bond Insurer, as follows. If If, on the first Auction Date occurring at least 20 days after the date on which the Indenture Trustee mailed notice of such proposed amendment to the registered owners of the affected Outstanding Notes Bondholders as required by the Authorizing DocumentIndenture, (i) the Auction Period Rate which is determined on such date is the Winning Bid Rate or the All Hold Rate and (ii) there is delivered to the Corporation Issuer, the Company and the Indenture Trustee an opinion Opinion of Note Bond Counsel to the effect that such amendment shall (1) is authorized and permitted under the Act and the Indenture and (2) will not adversely affect the validity Tax-Exempt status of the Notes or any exemption from federal income taxation to which the interest on the Notes would otherwise be entitledBonds, the proposed amendment shall be deemed to have been consented to by the registered owners of all affected Outstanding Notes bearing interest at an Auction Period RateBonds. (c) If the Securities Depository notifies the Issuer that it is unwilling or unable to continue as registered owner of the Notes or if at any time the Securities Depository shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation and a successor to the Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the case may be, the Auctions shall cease and the Issuer shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes. Such Notes shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Issuer and the Indenture Trustee. During an ARS Auction Rate Period, so long as the ownership of the Notes Bonds is maintained in book-entry form by the Securities Depository, an Existing Owner or a beneficial owner may sell, transfer or otherwise dispose of a Note Bond only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of all transfers other than pursuant to Auctions, such Existing Owner or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and (ii) a sale, transfer or other disposition of Notes Bonds from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder Existing Owner of such Notes Bonds to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this paragraph Section 2.08 if such Broker-Dealer remains the Existing Owner of the Notes Bonds so sold, transferred or disposed of immediately after such sale, transfer or disposition. (d) Unless specifically provided otherwise in Schedule I, the Auction Agent shall continue to implement the Auction Procedures notwithstanding the occurrence of an Event of Default under the Indenture.

Miscellaneous Provisions Regarding Auctions. (a) In this Exhibit, each reference to the purchase, sale or holding of Notes Bonds shall refer to beneficial interests in NotesBonds, unless the context clearly requires otherwise. (b) During an ARS Rate Period with respect to each Series of NotesBonds, the provisions of the Authorizing Document and the definitions contained therein and described in this Exhibit, including without limitation the definitions of All Hold Rate, Index, Interest Payment Date, Maximum Rate, Auction Period Rate Rate, and Auction Rate, Rate may be amended pursuant to the Authorizing Document by obtaining the consent of the owners of all affected Outstanding Notes Bonds bearing interest at the Auction Period Rate as follows. If on the first Auction Date occurring at least 20 days after the date on which the Indenture Trustee mailed notice of such proposed amendment to the registered owners of the affected Outstanding Notes Bonds as required by the Authorizing Document, (i) the Auction Period Rate which is determined on such date is the Winning Bid Rate or the All Hold Rate and (ii) there is delivered to the Corporation Company and the Indenture Trustee an opinion of Note Bond Counsel to the effect that such amendment shall not adversely affect the validity of the Notes Bonds or any exemption from federal income taxation to which the interest on the Notes Bonds would otherwise be entitled, the proposed amendment shall be deemed to have been consented to by the registered owners of all affected Outstanding Notes Bonds bearing interest at an Auction Period Rate. (c) If the Securities Depository notifies the Issuer Authority that it is unwilling or unable to continue as registered owner of the Notes Bonds or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange ActAct of 1934, as amended, or other applicable statute or regulation and a successor to the Securities Depository is not appointed by the Issuer Authority within 90 days after the Issuer Authority receives notice or becomes aware of such condition, as the case may be, the Auctions shall cease and the Issuer Authority shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the NotesBonds. Such Notes Bonds shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Issuer Authority and the Indenture Trustee. During an ARS Rate Period, so long as the ownership of the Notes Bonds is maintained in book-entry form by the Securities Depository, an Existing Owner or a beneficial owner may sell, transfer or otherwise dispose of a Note Bond only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of all transfers other than pursuant to Auctions, such Existing Owner or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and (ii) a sale, transfer or other disposition of Notes Bonds from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder of such Notes Bonds to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this paragraph if such Broker-Dealer remains the Existing Owner of the Notes Bonds so sold, transferred or disposed of immediately after such sale, transfer or disposition. (d) Unless specifically provided otherwise in Schedule I, the Auction Agent shall continue to implement the Auction Procedures notwithstanding the occurrence of an Event of Default under the Indenture.

Miscellaneous Provisions Regarding Auctions. (a) In this ExhibitExhibit D, each reference to the purchase, sale or holding of Notes Bonds shall refer to beneficial interests in NotesBonds, unless the context clearly requires otherwise. (b) During an ARS Auction Rate Period with respect to each Series of NotesPeriod, the provisions of the Authorizing Document Indenture and the definitions contained therein and described in this ExhibitExhibit D, including without limitation the definitions of All Hold Rate, Index, Interest Payment Date, Maximum Auction Rate, Auction Period Rate Reference Rate, Applicable Percentage and Auction Rate, may be amended pursuant to the Authorizing Document Indenture by obtaining the consent of (i) the owners Owners of all affected Outstanding Notes Bonds bearing interest at a Auction Rate, and (ii) the Auction Period Rate Bond Insurer, as follows. If If, on the first Auction Date occurring at least 20 days after the date on which the Indenture Trustee mailed notice of such proposed amendment to the registered owners of the affected Outstanding Notes Bondholders as required by the Authorizing DocumentIndenture, (i) the Auction Period Rate which is determined on such date is the Winning Bid Rate or the All Hold Rate and (ii) there is delivered to the Corporation Issuer, the Borrower and the Indenture Trustee an opinion Opinion of Note Bond Counsel to the effect that such amendment shall (1) is authorized and permitted under the Act and the Indenture and (2) will not adversely affect the validity Tax-Exempt status of the Notes or any exemption from federal income taxation to which the interest on the Notes would otherwise be entitledBonds, the proposed amendment shall be deemed to have been consented to by the registered owners of all affected Outstanding Notes bearing interest at an Auction Period RateBonds. (c) If the Securities Depository notifies the Issuer that it is unwilling or unable to continue as registered owner of the Notes or if at any time the Securities Depository shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation and a successor to the Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the case may be, the Auctions shall cease and the Issuer shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes. Such Notes shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Issuer and the Indenture Trustee. During an ARS Auction Rate Period, so long as the ownership of the Notes Bonds is maintained in book-entry form by the Securities Depository, an Existing Owner or a beneficial owner may sell, transfer or otherwise dispose of a Note Bond only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of all transfers other than pursuant to Auctions, such Existing Owner or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and (ii) a sale, transfer or other disposition of Notes Bonds from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder Existing Owner of such Notes Bonds to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this paragraph Section 2.08 if such Broker-Dealer remains the Existing Owner of the Notes Bonds so sold, transferred or disposed of immediately after such sale, transfer or disposition. (d) Unless specifically provided otherwise in Schedule I, the Auction Agent shall continue to implement the Auction Procedures notwithstanding the occurrence of an Event of Default under the Indenture.

Miscellaneous Provisions Regarding Auctions. (a) In this ExhibitAppendix A, each reference to the purchase, sale or holding of Tortoise Notes shall refer to beneficial interests in Tortoise Notes, unless the context clearly requires otherwise. (b) During an ARS auction Rate Period with respect to each Series series of Tortoise Notes, the provisions of the Authorizing Document Indenture and the definitions contained therein and described in this ExhibitAppendix A, including without limitation the definitions of All Hold Rate, Index, Interest Payment Date, Maximum Rate, Auction Period Rate and Auction Applicable Rate, may be amended pursuant to the Authorizing Document Indenture by obtaining the consent of the majority of the owners of all the affected Outstanding Tortoise Notes of a series bearing interest at the Auction Period Applicable Rate as follows. If on the first Auction Date occurring at least 20 days after the date on which the Indenture Trustee mailed notice of such proposed amendment to the registered owners of the affected Outstanding Tortoise Notes as required by of the Authorizing Documentseries, (i) the Auction Period Applicable Rate which is determined on such date is the Winning Bid Rate or the All Hold Rate and (ii) there is delivered to the Corporation Company and the Indenture Trustee an opinion of Note Counsel counsel to the effect that such amendment shall not adversely affect the validity of the Tortoise Notes of the series or any exemption from federal income taxation tax to which the interest on the Tortoise Notes of the series would otherwise be entitled, the proposed amendment shall be deemed to have been consented to by the registered owners of all affected Outstanding Tortoise Notes of the series bearing interest at an Auction Period the Applicable Rate. (c) If the Securities Depository notifies the Issuer Company that it is unwilling or unable to continue as registered owner of the Tortoise Notes of a series or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange ActAct of 1934, as amended, or other applicable statute or regulation and a successor to the Securities Depository is not appointed by the Issuer Company within 90 days after the Issuer Company receives notice or becomes aware of such condition, as the case may be, the Auctions shall cease and the Issuer company shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the NotesTortoise Notes of the series. Such Tortoise Notes shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Issuer Company and the Indenture Trustee. . (d) During an ARS Auction Rate Period, so long as the ownership of the Tortoise Notes of a series is maintained in book-entry form by the Securities Depository, an Existing Owner Holder or a beneficial owner Beneficial Owner may sell, transfer or otherwise dispose of a Tortoise Note only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of all transfers other than pursuant to Auctions, Auctions such Existing Owner Holder or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and (ii) a sale, transfer or other disposition of Tortoise Notes of the series from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder of such Tortoise Notes to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this paragraph if such Broker-Dealer remains the Existing Owner Holder of the Tortoise Notes so sold, transferred or disposed of or immediately after such sale, transfer or disposition. (d) Unless specifically provided otherwise in Schedule I, the Auction Agent shall continue to implement the Auction Procedures notwithstanding the occurrence of an Event of Default under the Indenture.

Miscellaneous Provisions Regarding Auctions. (a) In this ExhibitExhibit B, each reference to the purchase, sale or holding of Notes Bonds shall refer to beneficial interests in NotesBonds, unless the context clearly requires otherwise. (b) During an ARS Auction Rate Period with respect to each Series of NotesPeriod, the provisions of the Authorizing Document Indenture and the definitions contained therein and described in this ExhibitExhibit B, including without limitation the definitions of All Hold Rate, Index, Interest Payment Date, Maximum Auction Rate, Auction Period Rate Reference Rate, Applicable Percentage and Auction Rate, may be amended pursuant to the Authorizing Document Indenture by obtaining the consent of (i) the owners Owners of all affected Outstanding Notes Bonds bearing interest at a Auction Rate, and (ii) the Auction Period Rate Bond Insurer, as follows. If If, on the first Auction Date occurring at least 20 days after the date on which the Indenture Trustee mailed notice of such proposed amendment to the registered owners of the affected Outstanding Notes Bonds as required by the Authorizing DocumentIndenture, (i) the Auction Period Rate which is determined on such date is the Winning Bid Rate or the All Hold Rate and (ii) there is delivered to the Corporation Issuer, the Company and the Indenture Trustee an opinion Opinion of Note Bond Counsel to the effect that such amendment shall (1) is authorized and permitted under the Act and the Indenture and (2) will not adversely affect the validity Tax-Exempt status of the Notes or any exemption from federal income taxation to which the interest on the Notes would otherwise be entitledBonds, the proposed amendment shall be deemed to have been consented to by the registered owners of all affected Outstanding Notes bearing interest at an Auction Period RateBonds. (c) If the Securities Depository notifies the Issuer that it is unwilling or unable to continue as registered owner of the Notes or if at any time the Securities Depository shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation and a successor to the Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the case may be, the Auctions shall cease and the Issuer shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes. Such Notes shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Issuer and the Indenture Trustee. During an ARS Auction Rate Period, so long as the ownership of the Notes Bonds is maintained in book-entry form by the Securities Depository, an Existing Owner or a beneficial owner may sell, transfer or otherwise dispose of a Note Bond only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of all transfers other than pursuant to Auctions, such Existing Owner or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and (ii) a sale, transfer or other disposition of Notes Bonds from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder Existing Owner of such Notes Bonds to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this paragraph Section 2.08 if such Broker-Dealer remains the Existing Owner of the Notes Bonds so sold, transferred or disposed of immediately after such sale, transfer or disposition. (d) Unless specifically provided otherwise in Schedule I, the Auction Agent shall continue to implement the Auction Procedures notwithstanding the occurrence of an Event of Default under the Indenture.

Miscellaneous Provisions Regarding Auctions. (a) In this ExhibitExhibit D, each reference to the purchase, sale or holding of Notes Bonds shall refer to beneficial interests in NotesBonds, unless the context clearly requires otherwise. (b) During an ARS Auction Rate Period with respect to each Series of NotesPeriod, the provisions of the Authorizing Document Indenture and the definitions contained therein and described in this ExhibitExhibit D, including without limitation the definitions of All Hold Rate, Index, Interest Payment Date, Maximum Auction Rate, Auction Period Rate Reference Rate, Applicable Percentage and Auction Rate, may be amended pursuant to the Authorizing Document Indenture by obtaining the consent of (i) the owners Owners of all affected Outstanding Notes Bonds bearing interest at a Auction Rate, and (ii) the Auction Period Rate Bond Insurer, as follows. If If, on the first Auction Date occurring at least 20 days after the date on which the Indenture Trustee mailed notice of such proposed amendment to the registered owners of the affected Outstanding Notes Bonds as required by the Authorizing DocumentIndenture, (i) the Auction Period Rate which is determined on such date is the Winning Bid Rate or the All Hold Rate and (ii) there is delivered to the Corporation Issuer, the Company and the Indenture Trustee an opinion Opinion of Note Bond Counsel to the effect that such amendment shall (1) is authorized and permitted under the Act and the Indenture and (2) will not adversely affect the validity Tax-Exempt status of the Notes or any exemption from federal income taxation to which the interest on the Notes would otherwise be entitledBonds, the proposed amendment shall be deemed to have been consented to by the registered owners of all affected Outstanding Notes bearing interest at an Auction Period RateBonds. (c) If the Securities Depository notifies the Issuer that it is unwilling or unable to continue as registered owner of the Notes or if at any time the Securities Depository shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation and a successor to the Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the case may be, the Auctions shall cease and the Issuer shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes. Such Notes shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Issuer and the Indenture Trustee. During an ARS Auction Rate Period, so long as the ownership of the Notes Bonds is maintained in book-entry form by the Securities Depository, an Existing Owner or a beneficial owner may sell, transfer or otherwise dispose of a Note Bond only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of all transfers other than pursuant to Auctions, such Existing Owner or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and (ii) a sale, transfer or other disposition of Notes Bonds from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder Existing Owner of such Notes Bonds to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this paragraph Section 2.08 if such Broker-Dealer remains the Existing Owner of the Notes Bonds so sold, transferred or disposed of immediately after such sale, transfer or disposition. (d) Unless specifically provided otherwise in Schedule I, the Auction Agent shall continue to implement the Auction Procedures notwithstanding the occurrence of an Event of Default under the Indenture.

Miscellaneous Provisions Regarding Auctions. (a) In this ExhibitExhibit B, each reference to the purchase, sale or holding of Notes Bonds shall refer to beneficial interests in NotesBonds, unless the context clearly requires otherwise.. <PAGE> B-15 (b) During an ARS Rate Period with respect to each Series of NotesAuction Mode, the provisions of the Authorizing Document Agreement and the definitions contained therein and as described in this ExhibitExhibit B, including including, without limitation limitation, the definitions of All Hold Rate, IndexApplicable Percentage, Default Rate, Interest Payment Date, Maximum Auction Rate, Auction Period Reference Rate and Auction Rate, may be amended pursuant to the Authorizing Document Agreement by obtaining the consent of the owners Owners of all affected Outstanding Notes Bonds bearing interest at the an Auction Period Rate as follows. If on the first Auction Date occurring at least 20 days after the date on which the Indenture Trustee mailed notice of such proposed amendment to the registered owners of the affected Outstanding Notes Bonds as required by the Authorizing DocumentAgreement, (i) the Auction Period Rate which is determined on such date is the Winning Bid Rate or the All Hold Rate and (ii) there is delivered to the Corporation Authority and the Indenture Trustee an opinion a Favorable Opinion of Note Counsel to the effect that such amendment shall not adversely affect the validity of the Notes or any exemption from federal income taxation to which the interest on the Notes would otherwise be entitledBond Counsel, the proposed amendment shall be deemed to have been consented to by the registered owners of all affected Outstanding Notes Bonds bearing interest at an Auction Period Rate. (c) If the Securities Depository notifies the Issuer Authority or the Trustee that it is unwilling or unable to continue as registered owner of the Notes Bonds or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange ActAct of 1934, as amended, or other applicable statute or regulation and a successor to the Securities Depository is not appointed by the Issuer Borrower within 90 days after the Issuer Borrower receives notice or becomes aware of such condition, as the case may be, the Auctions shall cease and the Issuer Authority shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the NotesBonds. Such Notes Bonds shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Issuer Authority and the Indenture Trustee. During an ARS Rate PeriodAuction Mode, so long as the ownership of the Notes Bonds is maintained in book-entry Book Entry form by the Securities Depository, an Existing Owner or a beneficial owner may sell, transfer or otherwise dispose of a Note Bond only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of all transfers other than pursuant to Auctions, Auctions such Existing Owner or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and (ii) a sale, transfer or other disposition of Notes Bonds from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder of such Notes Bonds to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this paragraph if such Broker-Dealer remains the Existing Owner of the Notes Bonds so sold, transferred or disposed of immediately after such sale, transfer or disposition. (d) Unless specifically provided otherwise in Schedule I, the Auction Agent shall continue to implement the Auction Procedures notwithstanding the occurrence of an Event of Default under the Indenture.

Miscellaneous Provisions Regarding Auctions. (a) In this ExhibitExhibit C, each reference to the purchase, sale or holding of Notes Bonds shall refer to beneficial interests in NotesBonds, unless the context clearly requires otherwise. (b) During an ARS Auction Rate Period with respect to each Series of NotesPeriod, the provisions of the Authorizing Document Agreement concerning the Auction Procedures and the definitions contained therein and described in this ExhibitExhibit C, including without limitation the definitions of All Hold Rate, Index, Interest Payment Date, Maximum Rate, Auction Period Reference Rate and Auction Mode Rate, may be amended pursuant to the Authorizing Document Agreement by obtaining the consent of the Bond Insurer and the owners of all affected Outstanding Notes Bonds bearing interest at the a Auction Period Rate Mode Rate, as follows. If If, on the first Auction Date occurring at least 20 days after the date on which the Indenture Trustee mailed notice of such proposed amendment to the registered owners of the affected Outstanding Notes Bonds as required by the Authorizing DocumentAgreement, (i) the Auction Period Mode Rate which is determined on such date is the Winning Bid Rate or the All Hold Rate and (ii) there is delivered to the Corporation Company and the Indenture Trustee an opinion Opinion of Note Tax Counsel to the effect that such amendment shall not adversely affect the validity of the Notes Bonds or any exemption from federal income taxation tax to which the interest on the Notes Bonds would otherwise be entitled, the proposed amendment shall be deemed to have been consented to by the registered owners of all affected Outstanding Notes bearing interest at an Auction Period RateBonds affected by such amendment. (c) If the Securities Depository notifies the Issuer that it is unwilling or unable to continue as registered owner of the Notes or if at any time the Securities Depository shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation and a successor to the Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the case may be, the Auctions shall cease and the Issuer shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes. Such Notes shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Issuer and the Indenture Trustee. During an ARS Auction Rate Period, so long as the ownership of the Notes Bonds is maintained in book-entry form by the Securities Depository, an Existing Owner or a beneficial owner may sell, transfer or otherwise dispose of a Note Bond only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of all transfers other than pursuant to Auctions, such Existing Owner or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and (ii) a sale, transfer or other disposition of Notes Bonds from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder Existing Owner of such Notes Bonds to that Broker-Dealer or another customer of that Broker-Broker Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this paragraph Section 2.08 if such Broker-Dealer remains the Existing Owner of the Notes Bonds so sold, transferred or disposed of immediately after such sale, transfer or disposition. (d) Unless specifically provided otherwise in Schedule I, the Auction Agent shall continue to implement the Auction Procedures notwithstanding the occurrence of an Event of Default under the Indenture.