Common use of Optional Tender Clause in Contracts

Optional Tender. The Holder of any Bond (other than an “Obligor Bond” as defined in the Indenture) shall have the right to tender such Bond to the Trustee or to any Tender Agent appointed pursuant to the Indenture for purchase in whole or in part (if in part, only in an Authorized Denomination) on any Business Day during any Variable Rate Period, but not during any Term Rate Period, at a purchase price equal to 100% of the principal amount of the Bond (or portion thereof) tendered plus accrued interest to the specified purchase date (an “Optional Tender Date”). In order to exercise such option with respect to any Bond, the Holder thereof must deliver notice thereof to the Trustee, as provided below, at least 7 days prior to the proposed Optional Tender Date. Any such notice of Optional Tender must be duly executed by the Bondholder and must specify (i) the name of the registered Holder of the Bond to be tendered for purchase, (ii) the Optional Tender Date, (iii) the certificate number and principal amount of such Bond, and (iv) the principal amount of such Bond to be purchased (if such amount is less than the entire principal amount, both the amount to be purchased and the amount remaining must be in an Authorized Denomination). Such notice may be given to the Trustee in writing or by telephone, but no such telephonic notice shall be effective unless confirmed in writing delivered to the Trustee not more than 2 Business Days after such telephonic notice. A form of the Optional Tender Notice may be obtained from the Trustee upon request. If any notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day as the Optional Tender Date. Unless a notice of Optional Tender indicates that less than the entire principal amount of the Bond is being tendered for purchase, the Holder will be deemed to have tendered the Bond in its entire principal amount for purchase. Upon delivery of a written notice of Optional Tender, the election to tender shall be irrevocable and binding upon such Holder and may not be withdrawn. If a written notice of Optional Tender shall have been duly given with respect to any Bond, the Holder of such Bond shall deliver such Bond to the Office of the Trustee or the Office of the Tender Agent on the Optional Tender Date, together with all necessary endorsements for transfer. If only a portion of such Bond is to be purchased (as a result of the exercise of the Optional Tender right only with respect to such portion), the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same Maturity and interest rate and of any Authorized Denomination or Denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal amount of the Bond surrendered. Any Bond (or portion thereof) that is to be so purchased but that is not so delivered to the Trustee or Tender Agent (an “Unsurrendered Bond”) shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date. If there has been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the purchase price of any Unsurrendered Bond, such Unsurrendered Bond shall be deemed to have been tendered for purchase and purchased from the Holder thereof on such Optional Tender Date and the Holder of such Unsurrendered Bond shall not be entitled to receive interest on such Unsurrendered Bond for any period on and after the Optional Tender Date. Anything in this bond or the Indenture to the contrary notwithstanding, Bondholders may exercise their Optional Tender rights notwithstanding the existence of an Event of Default.

Optional Tender. The Holder Any Bond, or any units of any Bond (other than an “Obligor Bond” as defined principal amount thereof in Authorized Denominations, shall be subject to optional tender for purchase, from the Indenture) shall have the right to tender such Bond to the Trustee or to any Tender Agent appointed pursuant to the Indenture for purchase sources prescribed in whole or in part (if in partSection 3.08 hereof, only in an Authorized Denomination) on any Business Day during any Variable Rate Period, but not during any Term Rate a Weekly Period or a Daily Period, at a purchase price Purchase Price equal to 100% of the principal amount thereof, or of the Bond (or portion thereof) tendered any units thereof purchased in Authorized Denominations, plus interest accrued interest thereon, if any, to the specified purchase date of purchase, in the event that the Bonds are not then held in a book-entry only system, upon (an “Optional a) delivery, not later than 10:00 a.m., New York City time on a Business Day, to the Tender Date”). In order to exercise such option with respect to any Bond, the Holder thereof must deliver notice thereof to Agent and the Trustee, as with a copy provided below, at least 7 days prior by the Tender Agent to the proposed Optional Remarketing Agent, of a written notice (a "Tender Date. Any such Notice") which notice of Optional Tender must be duly executed shall upon receipt by the Bondholder Tender Agent and must specify the Trustee be irrevocable, and states (i) the name of the registered Holder of the Bond to be tendered for purchase, (ii) the Optional Tender Date, (iii) the certificate number and principal amount of such Bond, and (iv) the principal amount of such Bond to for which payment is demanded, and (ii) the date on which such Bond or units of principal amount thereof in Authorized Denominations shall be purchased pursuant to this Section 2.03(a), which date with respect to an optional tender during a Weekly Period shall be a Business Day not prior to the seventh (if such amount is less than 7th) day, or which date with respect to an optional tender during a Daily Period, shall be the entire principal amount, both date of the amount to be purchased receipt of the Tender Notice by the Tender Agent and the amount remaining must be Trustee, and (b) delivery to the Tender Agent, at or prior to 11:00 a.m., New York City time, on the Purchase Date, of such Bond (with an appropriate transfer of registration form executed in blank and in form satisfactory to the Tender Agent). Notwithstanding the foregoing, if the Bonds in the Weekly Rate Mode are held in a Book-Entry System, a Beneficial Owner shall have the right to optionally tender for purchase its beneficial interest in any Outstanding Bonds (or portion thereof in an Authorized Denomination). Such notice ) at the Purchase Price, which right may be given exercised by delivery by the Beneficial Owner to the Trustee Remarketing Agent at its Principal Office of a notice identifying the name and address of such Beneficial Owner and stating that such Beneficial Owner will cause its beneficial interest (or portion thereof in writing or by telephonean Authorized Denomination) to be purchased, but no the amount of such telephonic notice interest to be purchased, the date on which such interest will be purchased (which date shall be effective unless confirmed in writing delivered a Business Day at least seven days after delivery of such notice to the Trustee not more than 2 Business Days after such telephonic notice. A form of Remarketing Agent) and specifying the Optional Tender Notice may be obtained from the Trustee upon request. If any notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day Remarketing Agent as the Optional Tender Date. Unless a notice of Optional Tender indicates that less than Participant through which the entire principal amount of the Bond is being tendered for purchase, the Holder will be deemed to have tendered the Bond in Beneficial Owner maintains its entire principal amount for purchaseinterest. Upon delivery of a written notice of Optional Tendersuch notice, the election Beneficial Owner shall cause its beneficial ownership interest in the Bonds (or the portion thereof specified in the foregoing notice) being purchased to tender shall be irrevocable transferred to the Remarketing Agent at or prior to 11:00 a.m., New York time, on the Purchase Date, in accordance with the rules and binding upon such Holder and may not be withdrawnprocedures of the applicable Securities Depository. If Notwithstanding the foregoing, during a written notice of Optional Tender Daily Period, if Bonds are held in a Book-Entry System, a Beneficial owner shall have been duly given with respect the right to optionally tender for purchase its beneficial interest in any BondOutstanding Bonds (or portion thereof in an Authorized Denomination) at the Purchase Price, which right may be exercised by delivery, by the Holder Beneficial Owner to the Remarketing Agent at its Principal Office no later than 10:30 a.m., New York time, on the date on which the beneficial interest of such Bond shall deliver such Bond to the Office of the Trustee or the Office of the Tender Agent on the Optional Tender Date, together with all necessary endorsements for transfer. If only a portion of such Bond Beneficial Owner is to be purchased (as purchased, of a result of notice identifying the exercise of the Optional Tender right only with respect to such portion), the Issuer shall execute name and the Trustee shall authenticate and deliver to the Holder address of such Bond, without service charge, a new Bond or Bonds of the same Maturity Beneficial Owner and stating that such Beneficial Owner will cause its beneficial interest rate and of any Authorized Denomination or Denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal amount of the Bond surrendered. Any Bond (or portion thereofthereof in an Authorized Denomination) that is to be so purchased but that is not so delivered to the Trustee or Tender Agent (an “Unsurrendered Bond”) shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date. If there has been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the purchase price of any Unsurrendered Bond, such Unsurrendered Bond shall be deemed to have been tendered for purchase and purchased from the Holder thereof on such Optional Tender Date and the Holder of such Unsurrendered Bond shall not be entitled to receive interest on such Unsurrendered Bond for any period on and after the Optional Tender Date. Anything in this bond or the Indenture to the contrary notwithstanding, Bondholders may exercise their Optional Tender rights notwithstanding the existence of an Event of Default.to

Optional Tender. The Holder Each owner of any ----------- --------------- --------------- Bond (other than an “Obligor Bond” as defined in may demand that its Bond be purchased by the Indenture) shall have the right to tender such Bond to the Trustee or to any Tender Agent appointed pursuant to the Indenture for purchase Agent, in whole (or in part (if in part, only in an Authorized Denomination) ), on any Business Day during any Variable Rate Period, but not during any Term Rate Period, at a purchase price equal to 100% of the principal amount of the Bond (or portion thereof) tendered thereof plus accrued interest interest, if any, to the specified purchase date (an “Optional Tender Date”). In order to exercise such option with respect to any Bond, the Holder thereof must deliver notice thereof to the Trustee, Purchase Date as provided below. To effect such a purchase, at least 7 days prior to the proposed Optional Tender Date. Any such notice of Optional Tender must be duly executed by the Bondholder and must specify (i) deliver to the Tender Agent at its principal office a written irrevocable notice, which will be effective upon receipt, which states the name and address of the registered Holder of the Bond to be tendered for purchaseowner, (ii) the Optional Tender Date, (iii) the certificate number and principal amount of such Bond, and (iv) the principal amount of such Bond (and the portion thereof to be purchased (tendered, if such amount is less than the entire full principal amount, both the amount is to be purchased tendered) and the amount remaining must Bond number, and states the date on which such Bond shall be purchased, which date shall be a Business Day at least seven days following the date of delivery of such notice to the Tender Agent, and (ii) deliver to the Tender Agent at its principal office by 10:30 a.m., Baltimore time on the Purchase Date (A) the Bonds being tendered, and (B) an instrument of transfer in form satisfactory to the Tender Agent, executed in blank by the owner thereof with the signature of a member of a signature guarantee program approved by the Securities Transfer Association (currently MSP, STAMP and SEMP). If the Bonds are held in a Book Entry System, the right to optionally tender Bonds may be exercised by a Beneficial Owner. Such right shall be exercised by delivery by the Beneficial Owner to the Remarketing Agent of the notice described in the preceding paragraph stating that such Beneficial Owner will cause its beneficial interest (or portion thereof in an Authorized Denomination). Such ) to be tendered, the amount of such interest to be tendered, the date on which such interest will be tendered (which date shall be a Business Day at least seven days after delivery of such notice may be given to the Trustee in writing or by telephone, but no such telephonic notice shall be effective unless confirmed in writing delivered to Remarketing Agent) and the Trustee not more than 2 Business Days after such telephonic notice. A form identity of the Optional Tender Notice may be obtained from Participant through which the Trustee upon request. If any notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day as the Optional Tender Date. Unless a notice of Optional Tender indicates that less than the entire principal amount of the Bond is being tendered for purchase, the Holder will be deemed to have tendered the Bond in Beneficial Owner maintains its entire principal amount for purchaseinterest. Upon delivery of a written notice of Optional Tendersuch notice, the election Beneficial Owner must make arrangements to tender shall be irrevocable and binding upon such Holder and may not be withdrawn. If a written notice of Optional Tender shall have been duly given with respect to any Bond, its beneficial ownership interest in the Holder of such Bond shall deliver such Bond Bonds being tendered transferred to the Office of the Trustee Remarketing Agent at or the Office of the Tender Agent prior to 10:00 a.m., Baltimore time, on the Optional Tender Purchase Date, together with all necessary endorsements for transfer. If only a portion of such Bond is to be purchased (as a result of the exercise of the Optional Tender right only with respect to such portion), the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same Maturity and interest rate and of any Authorized Denomination or Denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal amount of the Bond surrendered. Any Bond (or portion thereof) that is to be so purchased but that is not so delivered to the Trustee or Tender Agent (an “Unsurrendered Bond”) shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date. If there has been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the purchase price of any Unsurrendered Bond, such Unsurrendered Bond shall be deemed to have been tendered for purchase and purchased from the Holder thereof on such Optional Tender Date and the Holder of such Unsurrendered Bond shall not be entitled to receive interest on such Unsurrendered Bond for any period on and after the Optional Tender Date. Anything in this bond or the Indenture to the contrary notwithstanding, Bondholders may exercise their Optional Tender rights notwithstanding the existence of an Event of Default.

Optional Tender. The Holder of any this Bond (other than an “Obligor Bond” as defined in the Indenture) shall have the right to tender such this Bond to the Trustee or to any Tender Agent appointed pursuant to the Indenture for purchase in whole or in part (if in part, only in an Authorized Denominationany authorized denomination) on any Business Day during any Variable Seven-Day Rate Period, but not during any Term Yearly Fixed Rate Period or the Permanent Fixed Rate Period, at a purchase price equal to 100% of the principal amount of the Bond hereof (or portion thereofportions hereof) tendered plus accrued interest to the specified purchase date (an the “Optional Tender Date”). In order to exercise such option with respect to any this Bond, the Holder thereof hereof must deliver notice thereof give to the Trustee at the Trustee’s Office, as provided belowwith a copy to the Tender Agent at the Tender Office, at least 7 seven days prior to the proposed Optional Tender Date. Any such , notice of Optional Tender must be duly executed by the Bondholder and must specify (ia) the name of the registered Holder of the Bond to be tendered for purchase, (ii) the Optional Tender Date, (iii) the certificate number and principal amount of such Bond, and (iv) the principal amount of such Bond to be purchased (if such amount is less than the entire principal amount, both the amount to be purchased and the amount remaining must be in an Authorized Denomination). Such notice may be given to the Trustee in writing or by telephone, but no such telephonic notice shall be effective unless confirmed in writing delivered to the Trustee by Notice of Tender not more than 2 two Business Days after such telephonic initial notice, or (b) by Notice of Tender. A “Notice of Tender” shall mean written, formal notice of tender in the form of attached hereto as Schedule I or in such other form as shall be acceptable to the Optional Tender Notice may be obtained from the Trustee upon requestTrustee. If any the telephonic notice or the Notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day as next succeeding the stated Optional Tender Date. Unless a notice of Optional Tender indicates that less than Upon the entire principal amount of the Bond is being tendered for purchase, the Holder will be deemed to have tendered the Bond in its entire principal amount for purchase. Upon delivery of a written notice Notice of Optional Tender, the such election to tender shall be irrevocable and binding upon such the Holder and may not be withdrawnof this Bond. If a written notice Notice of Optional Tender with respect to this Bond shall have been duly given with respect to any Bondgiven, the Holder of such this Bond shall deliver such this Bond to the Office of the Trustee or the Office of Tender Agent at the Tender Agent Office at or before 10:00 a.m. Trustee’s Time on the Optional Tender Date, together with all necessary endorsements for transferan instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form attached hereto or in such other form as shall be acceptable to the Tender Agent). If only a portion of such Bond is to be purchased (as a result of the exercise of the At or before 1:00 p.m. Trustee’s Time on that Optional Tender right only with respect to such portion)Date, the Issuer shall execute and the Trustee shall authenticate and deliver cause the Tender Agent to purchase this Bond so delivered at the Holder of such Bond, without service charge, a new aforesaid purchase price. If this Bond or Bonds of the same Maturity and interest rate and of any Authorized Denomination or Denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal amount of the Bond surrendered. Any Bond (or portion thereof) that is to be so purchased but that is not so delivered to on the Trustee or Optional Tender Agent (an “Unsurrendered Bond”) Date, this Bond shall nevertheless be deemed to have been tendered for purchase by the Holder thereof hereof on the Optional Tender Date. If there has been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the purchase price of any Unsurrendered Bond, such Unsurrendered Bond shall be deemed to have been tendered for purchase and purchased from the Holder thereof on such Optional Tender Date and the Holder of such Unsurrendered Bond hereof shall not be entitled to receive interest on such Unsurrendered this Bond for any period on and or after the Optional Tender Date. Anything Date if the amount on deposit in this bond or the Indenture Bond Purchase Fund is sufficient to pay the contrary notwithstanding, Bondholders may exercise their purchase price of all Bonds to be purchased on such Optional Tender rights notwithstanding the existence of an Event of DefaultDate.