Common use of Purchase of Bonds Clause in Contracts

Purchase of Bonds. Upon and subject to the conditions precedent and the terms and conditions provided herein and based on the representations, warranties and covenants of the Authority set forth in the Related Documents and herein, the Purchaser hereby agrees to purchase from the Authority, and the Authority agrees to sell to the Purchaser, all, but not less than all, of the Series 2020 D Bonds at an aggregate purchase price of $___________. The Bonds are to be dated the date of delivery thereof, and are to mature, be subject to redemption prior to maturity and bear interest as set forth in the Series 2020 Resolution (including the Certificate of Determination). The Purchaser represents that (i) it is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, (ii) the Purchaser is purchasing the Series 2020 D Bonds for investment for its own account and not with a present view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Series 2020 D Bonds; provided, however, that the Purchaser may, (A) transfer the Series 2020 D Bonds to any affiliate or other party related to the Purchaser, (B) sell or transfer the Series 2020 D Bonds to a trust or custodial arrangement, from which trust or custodial arrangement the Series 2020 D Bonds are not expected to be sold except to beneficial owners who are qualified institutional buyers and who will sign a representation to substantially the same effect as this Section 9.01(b), or (C) sell or transfer the Series 2020 D Bonds to any other qualified institutional buyer who will sign a representation to substantially the same effect as this Section 9.01(b), (iii) the Purchaser will comply with all federal and state securities laws in connection with any subsequent resale of the Series 2020 D Bonds, (iv) the Purchaser acknowledges that no official statement or other disclosure document has been prepared by the Authority in connection with the issuance and sale of the Series 2020 D Bonds, and (v) the Purchaser has made its own independent investigation and evaluation of the financial condition and business of the Authority and that it has received all documents and information requested from the Authority in connection with such independent investigation and evaluation.

Purchase of Bonds. Upon and This Bond shall be subject to the conditions precedent and the terms and conditions provided herein and based mandatory purchase in whole (i) on the representations, warranties and covenants effective date of the Authority set forth in the Related Documents and herein, the Purchaser hereby agrees to purchase from the Authority, and the Authority agrees to sell to the Purchaser, all, but not less than all, Conversion of the Series 2020 D Interest Rate Mode for the Bonds at an aggregate purchase price of $___________. The and (ii) if the Bonds are to be dated then bearing interest at the Weekly, Taxable Weekly or Semi-Annual Rate, on the Interest Payment Date immediately preceding (by at least 15 calendar days) the date of the termination of the then current Credit Facility (whether by expiration according to its terms or upon delivery of an Alternate Credit Facility), if any, unless the then current Credit Facility Issuer has provided an Alternate Credit Facility in accordance with Article VI of the Indenture, at a purchase price equal to 100% of the principal amount hereof plus accrued interest, if any. In addition, this Bond is subject to mandatory purchase in whole if the Bonds are (1) then bearing interest at the Long-Term Rate and (2) subject to optional redemption, upon the delivering of an Alternate Credit Facility, unless such Alternate Credit Facility is a Qualifying Alternate Credit Facility, at a purchase price equal to the principal amount thereof, and are plus the redemption premium, if any, that would be payable if the Bonds were redeemed on the Purchase Date, plus accrued interest, if any, thereon to maturethe Purchase Date. If the Interest Rate Mode is the Weekly Rate or the Taxable Weekly Rate, this Bond shall be purchased at the option of the registered owner hereof upon demand by such registered owner, on any Business Day at a purchase price equal to the principal amount hereof, plus accrued interest, if any, to the Purchase Date, upon written notice to the Tender Agent on or before 4:00 p.m. (Cincinnati, Ohio time) on a Business Day not later than the 7th calendar day prior to the Purchase Date. If the Interest Rate Mode is the Semi-Annual Rate, this Bond shall be purchased on the demand of the registered owner hereof, on any Interest Payment Date at a purchase price equal to the principal amount hereof, upon written notice to the Tender Agent on a Business Day not later than the 8th Business Day prior to such Purchase Date. If the Interest Rate Mode is the Long-Term Rate, this Bond shall be subject to redemption prior to maturity and bear interest mandatory purchase only as set forth in the Series 2020 Resolution immediately preceding paragraphs. Any notice in connection with a demand for purchase of this Bond as set forth in the preceding paragraphs hereof shall be given at the address of the Tender Agent designated to the Trustee and shall (including A) state the Certificate number and principal amount (or portion thereof in an authorized denomination) of Determinationthis Bond to be purchased; (B) state the Purchase Date on which this Bond shall be purchased and (C) irrevocably request such purchase and agree to deliver this Bond to the Tender Agent on the Purchase Date. ANY SUCH NOTICE SHALL BE IRREVOCABLE WITH RESPECT TO THE PURCHASE FOR WHICH SUCH DIRECTION WAS DELIVERED AND, UNTIL SURRENDERED TO THE TENDER AGENT, THIS BOND OR ANY PORTION HEREOF WITH RESPECT TO WHICH SUCH DIRECTION WAS DELIVERED SHALL NOT BE TRANSFERABLE. This Bond must be delivered (together with an appropriate instrument of transfer executed in blank in form satisfactory to the Tender Agent) at the principal office of the Tender Agent at or prior to 12:00 noon (Cincinnati, Ohio time) on the date specified in the aforesaid notice in order for the owner hereof to receive payment in same-day funds of the purchase price due on such Purchase Date. NO REGISTERED OWNER SHALL BE ENTITLED TO PAYMENT OF THE PURCHASE PRICE DUE ON SUCH PURCHASE DATE EXCEPT UPON SURRENDER OF THIS BOND AS SET FORTH HEREIN. Notwithstanding the foregoing, this Bond shall not be purchased during the existence of a Default under Section 10.01 (a). The Purchaser represents that (i) it is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, (iib) or (f) of the Purchaser is purchasing Indenture. No purchase of Bonds pursuant to Section 3.01 of the Series 2020 D Indenture shall be deemed to be a payment or redemption of such Bonds for investment for its own account and not with a present view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part portion thereof within the meaning of its interests in the Series 2020 D Bonds; providedIndenture. BY ACCEPTANCE OF THIS BOND, howeverTHE REGISTERED OWNER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, that the Purchaser mayWHETHER OR NOT SURRENDERED, (A) transfer the Series 2020 D Bonds to any affiliate or other party related to the PurchaserON THE APPLICABLE PURCHASE DATE IN CONNECTION WITH THE CONVERSION OF THE INTEREST RATE MODE FOR THE BONDS OR ANY EXPIRATION OF THE CREDIT FACILITY AS DESCRIBED ABOVE, OR ANY REPLACEMENT OF THE THEN CURRENT CREDIT FACILITY ISSUER, IF THE BONDS ARE IN THE WEEKLY RATE MODE OR THE SEMI-ANNUAL RATE MODE AS DESCRIBED ABOVE, OR (B) sell or transfer ON ANY PURCHASE DATE SPECIFIED BY THE REGISTERED OWNER HEREOF IN THE EXERCISE OF THE RIGHT TO DEMAND PURCHASE OF THIS BOND AS DESCRIBED ABOVE. IN SUCH EVENT, THE REGISTERED OWNER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE ANY FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT TO PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE TENDER AGENT. GENERAL PROVISIONS The initial Remarketing Agent under the Series 2020 D Indenture is KeyBank National Association and the initial Tender Agent under the Indenture is Star Bank, N.A. The Remarketing Agent and the Tender Agent may be changed at any time in accordance with the Indenture. The Bonds are issuable only as fully registered bonds in the denominations of $100,000 and in any integral multiple of $5,000 in excess thereof and shall be originally issued only to a trust or custodial arrangement, from which trust or custodial arrangement the Series 2020 D Bonds are not expected Depository to be sold except to beneficial owners who are qualified institutional buyers held in a book entry system and: (i) the Bonds shall be registered in the name of the Depository or its nominee, as Bondholder, and who will sign immobilized in the custody of the Depository; (ii) unless otherwise requested by the Depository, there shall be a representation to substantially the same effect as this Section 9.01(b), or (C) sell or transfer the Series 2020 D Bonds to any other qualified institutional buyer who will sign a representation to substantially the same effect as this Section 9.01(b), single Bond certificate for each Bond maturity; and (iii) the Purchaser will comply with all federal and state securities laws Bonds shall not be transferable or exchangeable, except for transfer to another Depository or another nominee of a Depository, without further action by the Issuer. While the Bonds are in connection with book entry only form, Bonds in the form of physical certificates shall only be delivered to the Depository. If any subsequent resale Depository determines not to continue to act as a Depository for the Bonds for use in a book entry system, the Issuer at the request of the Series 2020 D Company may attempt to have established a securities depository/book entry system relationship with another qualified Depository under the Indenture. If the Issuer does not or is unable to do so, the Trustee, after making provision for notification to the Beneficial Owners of book entry interests by the then Depository, shall permit withdrawal of the Bonds from the Depository, and authenticate and deliver Bond certificates in fully registered form (in denominations of $100,000 and in any integral multiple of $5,000 in excess thereof) to the assignees of the Depository or its nominee. While a Depository is the sole holder of the Bonds, (iv) the Purchaser acknowledges that no official statement delivery or other disclosure document has been prepared by the Authority notation of partial redemption or tender for purchase of Bonds shall be effected in connection accordance with the issuance and sale provisions of the Series 2020 D BondsLetter of Representations, as defined in the Indenture. In addition to the words and (v) terms defined elsewhere in this Bond, the Purchaser has made its own independent investigation and evaluation of following terms shall have the financial condition and business of the Authority and that it has received all documents and information requested from the Authority in connection with such independent investigation and evaluation.following meanings:

Purchase of Bonds. Upon and subject to the conditions precedent and the terms and conditions provided herein and based on the representations, warranties and covenants of the Authority set forth in the Related Documents and herein, the Purchaser hereby agrees to purchase from the Authority, and the Authority agrees to sell to the Purchaser, all, but not less than all, of the Series 2020 D Bonds at an aggregate purchase price of $___________. The (a) On each date that Bonds are to be dated ----------- ----------------- purchased pursuant to Section 304 or Section 305 hereof, if the date of delivery thereofBonds are not then in a Book Entry System, the Tender Agent, and if the Bonds are to maturethen in a Book Entry System, be subject to redemption prior to maturity and bear interest as set forth the Remarketing Agent (in the Series 2020 Resolution (including the Certificate case of Determination). The Purchaser represents that funds described in (i) it is a "qualified institutional buyer" as defined below) or the Trustee (in Rule 144A promulgated under the Securities Act case of 1933, as amended, funds described in (ii) and (iii) below) shall purchase, or cause to be purchased, but only from the Purchaser funds listed below, such Bonds from the owners thereof at a purchase price equal to the principal amount thereof plus, if the Purchase Date or Mandatory Tender Date is purchasing not an Interest Payment Date, accrued interest to the Series 2020 D Bonds Purchase Date or Mandatory Tender Date. Funds for investment for its own account and not with a present view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose payment of all or any part of its interests such purchase price shall be derived from the following sources in the Series 2020 D Bonds; provided, however, that order of priority indicated: (i) proceeds of the Purchaser may, (A) transfer sale of such Bonds by the Series 2020 D Bonds Remarketing Agent pursuant to any affiliate or other party related Section 407 hereof to the Purchaserextent such funds are available by 9:30 A.M., Baltimore time, on the Purchase Date or Mandatory Tender Date, as the case may be; (Bii) sell or transfer proceeds of a drawing by the Series 2020 D Bonds Trustee under the Letter of Credit; and (iii) any moneys furnished by the Borrower pursuant to a trust or custodial arrangement, from which trust or custodial arrangement Section 4.1(b) of the Series 2020 D Agreement. (b) If the Bonds are not expected then held in a Book Entry System, the Tender Agent shall hold all Bonds delivered to be sold except it pursuant to beneficial owners who are qualified institutional buyers and who will sign a representation to substantially Section 304 or Section 305 hereof in trust for the same effect as this Section 9.01(b), or (C) sell or transfer the Series 2020 D Bonds to any other qualified institutional buyer who will sign a representation to substantially the same effect as this Section 9.01(b), (iii) the Purchaser will comply with all federal and state securities laws in connection with any subsequent resale benefit of the Series 2020 D respective Bondholders which shall have so delivered such Bonds, until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. Subject to the provisions of Section 409 hereof, the Tender Agent (ivif the Bonds are not in a Book Entry System) or the Purchaser acknowledges that no official statement Remarketing Agent or other disclosure document has been prepared by the Authority Trustee (if the Bonds are in connection with a Book Entry System) shall hold all moneys delivered to it hereunder for the issuance and sale purchase of Bonds in trust for the benefit of the Series 2020 D Bondsperson or entity which shall have so delivered such moneys, and (v) not commingle such funds with its general funds, until the Purchaser has made its own independent investigation and evaluation of the financial condition and business of the Authority and that it has received all documents and information requested from the Authority in connection Bonds purchased with such independent investigation and evaluationmoneys shall have been delivered to or for the account of such property or entity.

Purchase of Bonds. (a) Upon and subject to the conditions precedent and the terms and conditions provided herein and based on the representations, warranties and covenants of the Authority set forth in the Related Documents and herein, the Purchaser hereby agrees to purchase from the Authority, and the Authority agrees to sell to the Purchaser, all, but not less than all, of the Series 2020 D A Bonds at an aggregate purchase price of $___________33,875,000.00. The Bonds are to be dated the date of delivery thereof, and are to mature, be subject to redemption prior to maturity and bear interest as set forth in the Series 2020 Resolution (including the Certificate of Determination). . (b) The Purchaser represents that (i) it is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, (ii) the Purchaser is purchasing the Series 2020 D A Bonds for investment for its own account and not with a present view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Series 2020 D A Bonds; provided, however, that the Purchaser may, (A) transfer the Series 2020 D A Bonds to any affiliate or other party related to the Purchaser, (B) sell or transfer the Series 2020 D A Bonds to a trust or custodial arrangement, from which trust or custodial arrangement the Series 2020 D A Bonds are not expected to be sold except to beneficial owners who are qualified institutional buyers and who will sign a representation to substantially the same effect as this Section 9.01(b), or (C) sell or transfer the Series 2020 D A Bonds to any other qualified institutional buyer who will sign a representation to substantially the same effect as this Section 9.01(b), (iii) the Purchaser will comply with all federal and state securities laws in connection with any subsequent resale of the Series 2020 D A Bonds, (iv) the Purchaser acknowledges that no official statement or other disclosure document has been prepared by the Authority in connection with the issuance and sale of the Series 2020 D A Bonds, and (v) the Purchaser has made its own independent investigation and evaluation of the financial condition and business of the Authority and that it has received all documents and information requested from the Authority in connection with such independent investigation and evaluation.

Purchase of Bonds. Upon and subject (a) Subject to the conditions precedent and the terms and conditions provided herein and based on upon the representations, warranties and covenants basis of the Authority set forth in the Related Documents and representations herein, the Purchaser Issuer hereby agrees to sell the Bonds to the Underwriter and the Underwriter hereby agrees to purchase the Bonds from the AuthorityIssuer, and at the Authority agrees to sell to the Purchaser, all, but not less than all, of the Series 2020 D Bonds at an aggregate purchase price of $___________[ ] (being the principal amount of the Bonds of $[ ], plus reoffering premium of $[ ] and less an Underwriter’s discount of $[ ]), plus accrued interest, if any, to the Closing Date (hereinafter defined). The Bonds are to shall be dated in the date of delivery thereofamounts, and are to maturemature on the dates, be subject to redemption prior to maturity and bear interest and shall be in the form as set forth in the Series 2020 Resolution Indenture. Exhibit A, which is hereby incorporated herein by reference, contains a brief description of the Bonds. (including b) The Issuer will deliver the Certificate Bonds to the Underwriter at 9:00 a.m. on [ ], 2020, or at such later date and time as the parties shall mutually agree upon (the “Closing Date”) duly executed, authenticated and delivered by the Issuer and against payment therefor by the Underwriter, payable in federal funds for the account of Determination)the Issuer. The Purchaser represents that (i) it is a "qualified institutional buyer" payment for the Bonds by, and the delivery thereof to, the Underwriter shall be made at the offices of Xxxxxxx & Bell, P.C., Salt Lake City, Utah, or at such other place as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, (ii) the Purchaser is purchasing the Series 2020 D Bonds for investment for its own account and not with a present view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Series 2020 D Bonds; provided, however, that the Purchaser may, (A) transfer the Series 2020 D Bonds to any affiliate or other party related shall be mutually agreeable to the PurchaserIssuer and the Underwriter. (c) Concurrently with the execution hereof, the Issuer will approve a final Official Statement relating to the Bonds (Bthe “Official Statement”) sell or transfer with such changes from the Series Preliminary Official Statement dated [ ], 2020 D and relating to the Bonds (the “Preliminary Official Statement”) as the Underwriter and the Issuer shall approve, pursuant to a trust or custodial arrangement, from which trust or custodial arrangement the Series 2020 D Bonds are not expected Indenture satisfactory in form and substance to be sold except to beneficial owners who are qualified institutional buyers and who will sign a representation to substantially the same effect as this Section 9.01(b), or (C) sell or transfer the Series 2020 D Bonds to any other qualified institutional buyer who will sign a representation to substantially the same effect as this Section 9.01(b), (iii) the Purchaser will comply with all federal and state securities laws in connection with any subsequent resale of the Series 2020 D Bonds, (iv) the Purchaser acknowledges that no official statement or other disclosure document has been prepared Underwriter. The Underwriter is authorized by the Authority Issuer to use these documents and the information contained in them in connection with the issuance public offering and sale of the Series 2020 D Bonds, and (v) the Purchaser has made its own independent investigation and evaluation of the financial condition and business of the Authority and that it has received all documents and information requested from the Authority in connection with such independent investigation and evaluation.

Purchase of Bonds. Upon and subject Whenever the Bonds are Book-Entry Bonds, all references in this Section 4.07 to the conditions precedent Tender Agent’s actions relative to such Bonds shall instead mean the Trustee, as the context may require. (1) As soon as practicable but in any event no later than 12:00 noon (New York City time) on the Business Day after a Tender Notice is received during a Weekly Interest Rate Period or (b) 10:45 a.m. (New York City time) on the same Business Day that a Tender Notice is received during a Daily Interest Rate Period, the Tender Agent shall give telephonic, telegraphic or telecopier notice, promptly confirmed in writing, to the Trustee and the terms Remarketing Agent, specifying the Purchase Date and conditions provided herein and based the principal amount of Bonds required to be tendered for purchase in accordance with Section 4.06 hereof or tendered pursuant to Section 2.04(A) or (B) hereof. The Trustee shall promptly supply the same notice to the Bank, if applicable. (2) The Tender Agent shall purchase, but only from the sources listed below, Bonds required to be purchased in accordance with Section 4.06 hereof or tendered pursuant to Section 2.04(A) hereof from the Holders thereof by 4:30 p.m. (New York City time) on the representationsdate such Bonds are required to be purchased at the Purchase Price provided in Section 4.06 or Section 2.04(A). Funds for the payment of such Purchase Price shall be derived from the following sources, warranties at the following times and covenants in the order of priority indicated below: (a) from the proceeds of the Authority set forth in remarketing of such Bonds (but only such remarketing proceeds as are received from purchasers of such Bonds pursuant to Section 4.07(C) hereof) which have been furnished to the Related Documents and hereinTender Agent by no later than 11:00 a.m. (New York City time) on the Purchase Date by the Trustee, the Purchaser hereby agrees to purchase which shall have received such funds from the Authority, and the Authority agrees to sell to the Purchaser, all, but not less than all, of the Series 2020 D Bonds at an aggregate purchase price of $___________. The Bonds are to be dated the date of delivery thereof, and are to mature, be subject to redemption prior to maturity and bear interest as set forth in the Series 2020 Resolution Remarketing Agent by 10:30 a.m. (including the Certificate of DeterminationNew York City time). The Purchaser represents that (i) it is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, (ii) the Purchaser is purchasing the Series 2020 D Bonds for investment for its own account and not with a present view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Series 2020 D Bonds; provided, however, that the Purchaser may, (A) transfer the Series 2020 D Bonds to any affiliate or other party related to the Purchaser, (B) sell or transfer the Series 2020 D Bonds to a trust or custodial arrangement, from which trust or custodial arrangement the Series 2020 D Bonds are such proceeds shall not expected to be sold except to beneficial owners who are qualified institutional buyers and who will sign a representation to substantially the same effect as this Section 9.01(b), or (C) sell or transfer the Series 2020 D Bonds to any other qualified institutional buyer who will sign a representation to substantially the same effect as this Section 9.01(b), (iii) the Purchaser will comply with all federal and state securities laws in connection with any subsequent resale of the Series 2020 D Bonds, (iv) the Purchaser acknowledges that no official statement or other disclosure document has have been prepared by the Authority in connection with the issuance and sale of the Series 2020 D Bonds, and (v) the Purchaser has made its own independent investigation and evaluation of the financial condition and business of the Authority and that it has received all documents and information requested derived from the Authority or the Borrower, or the Guarantor, any affiliate, or any shareholder of the Borrower or the Guarantor, and provided further that remarketing proceeds may not be applied in connection the case of mandatory tender under Section 4.06(A)(iii); and (b) from moneys which have been furnished to the Tender Agent by no later than 2:30 p.m. (New York City time) on the Purchase Date, representing the proceeds of a draw under any Letter of Credit enhancing the Bonds; and (c) only if the Bank has wrongfully failed to pay a properly submitted drawing on the Letter of Credit or the Letter of Credit has been repudiated or if there is no Letter of Credit in effect, and the sources in subparagraphs (a) and (b) are insufficient, from moneys furnished by the Borrower or the Guarantor to the Tender Agent. (3) The provisions of this Section 4.07(A)(3) shall not apply at any time such Bonds are Book-Entry Bonds. With respect to any such Bonds tendered for purchase or required to be tendered for purchase as to which sufficient funds to accomplish such purchase are available to the Tender Agent at the respective times at which payment of the Purchase Price is to be made as provided herein: (a) Such Bonds shall be deemed purchased for all purposes of this Indenture, irrespective of whether or not such Bonds shall have been presented to the Tender Agent, and the former Holder or Holders of such Bonds shall have no claim thereon, under this Indenture or otherwise for any amount other than the Purchase Price thereof and such Bonds shall no longer be deemed to be Outstanding for purposes of this Indenture and the Bond Registrar shall so note on the Bond register for the Bonds. (b) Subject to Section 4.07(G) hereof, in the event that any such Bonds shall not be presented to the Tender Agent, the Tender Agent shall segregate and hold the moneys for the Purchase Price of such Bonds in trust, held as provided in Section 5.05 hereof for the benefit of the former Holders of such Bonds, who shall, except as provided in the following sentences, thereafter be restricted exclusively to such moneys for the satisfaction of any claim for the Purchase Price of such Bonds. (c) In the event that any such Bonds shall not be presented to the Tender Agent at the time specified in Section 4.06 hereof or Section 2.04(A) hereof (each an “Undelivered Bond”), then the Authority shall execute and deliver to the Trustee for authentication, at the expense of the Borrower, a new Bond or Bonds, as the case may be, in an aggregate principal amount equal to the principal amount of the Undelivered Bonds bearing a number or numbers not contemporaneously outstanding. Every such Bond authenticated and delivered as provided in the preceding sentence shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly issued hereunder. The Tender Agent shall maintain a record of any Undelivered Bonds, together with the names and addresses of the former Holders thereof. (d) In case any such independent investigation Bonds which have been deemed purchased as provided in Section 4.07(A)(3)(a) hereof are delivered to the Tender Agent subsequent to the date and evaluationtime specified for such delivery for payment of the Purchase Price thereof at its Corporate Trust Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the Holder thereof with the signature guaranteed in accordance with the guidelines set forth by one of the nationally recognized medallion signature programs on any Business Day, the Tender Agent shall (subject to Section 4.07(G) hereof) pay the Purchase Price of such Bond to the Holder no later than 12:00 noon (New York City time) on the next succeeding Business Day. Any such Bond so delivered to the Tender Agent shall be canceled and delivered to the Trustee.

Purchase of Bonds. Upon and subject Whenever the Bonds are Book‑Entry Bonds, all references in this Section 4.7 to the conditions precedent Tender Agent shall instead mean the Trustee, as the context may require. (1) As soon as practicable but in any event no later than (a) 11:00 a.m. (New York City time) on the Business Day after a Tender Notice is received during a Weekly Interest Rate Period or (b) 11:15 a.m. (New York City time) on the same Business Day that a Tender Notice is received during a Daily Interest Rate Period, the Tender Agent shall give telephonic, electronic, or telecopier notice, promptly confirmed in writing, to the Trustee, the Borrower and the terms and conditions provided herein and based Remarketing Agent, specifying the principal amount of Bonds tendered pursuant to Section 2.4(A) hereof. The Trustee shall promptly supply the same notice to the Credit Provider. (2) The Tender Agent shall purchase, but only from the sources listed below, Bonds required to be purchased in accordance with Section 4.6, 4.8 or 4.9 or tendered pursuant to Section 2.4(A) hereof from the Holders thereof by 3:00 p.m. (New York City time) on the representations, warranties and covenants date such Bonds are required to be purchased at the Purchase Price provided in Section 4.6 or Section 2.4(A) hereof. Funds for the payment of such Purchase Price shall be derived from the following sources in the order of priority indicated: (a) the proceeds of the Authority set forth in sale of the Related Documents and hereinBonds (but only such remarketing proceeds as are received from purchasers of the Bonds pursuant to Section 4.7(B) hereof) furnished to the Tender Agent by the Trustee, the Purchaser hereby agrees to purchase which shall have received such funds from the Authority, and Remarketing Agent against delivery of the Authority agrees to sell remarketed Bonds to the Purchaser, all, but not less than all, of the Series 2020 D Bonds at an aggregate purchase price of $___________. The Bonds are to be dated the date of delivery thereof, and are to mature, be subject to redemption prior to maturity and bear interest as set forth in the Series 2020 Resolution (including the Certificate of Determination). The Purchaser represents that (i) it is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, (ii) the Purchaser is purchasing the Series 2020 D Bonds for investment for its own account and not with a present view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Series 2020 D BondsRemarketing Agent; provided, however, that the Purchaser may, (A) transfer the Series 2020 D Bonds to any affiliate or other party related to the Purchaser, (B) sell or transfer the Series 2020 D Bonds to while a trust or custodial arrangement, from which trust or custodial arrangement the Series 2020 D Bonds are Letter of Credit is then in effect such proceeds shall not expected to be sold except to beneficial owners who are qualified institutional buyers and who will sign a representation to substantially the same effect as this Section 9.01(b), or (C) sell or transfer the Series 2020 D Bonds to any other qualified institutional buyer who will sign a representation to substantially the same effect as this Section 9.01(b), (iii) the Purchaser will comply with all federal and state securities laws in connection with any subsequent resale of the Series 2020 D Bonds, (iv) the Purchaser acknowledges that no official statement or other disclosure document has have been prepared by the Authority in connection with the issuance and sale of the Series 2020 D Bonds, and (v) the Purchaser has made its own independent investigation and evaluation of the financial condition and business of the Authority and that it has received all documents and information requested derived from the Authority or the Borrower unless subparagraph (c) below applies; (b) moneys furnished to the Tender Agent representing the proceeds of a draw under the Letter of Credit; and (c) (i) if the Bonds are subject to an Interest Rate Period that is not a Bank Index Rate Period, only if the Credit Provider has failed to pay a drawing on the Letter of Credit, if the Letter of Credit has been repudiated or if there is no Letter of Credit, and the sources in connection subparagraphs (a) and (b) above are insufficient, from Purchase Price Payments furnished by the Borrower to the Tender Agent; and (ii) if the Bonds are subject to a Bank Index Rate Period and the source in subparagraph (a) above is insufficient, from Purchase Price Payments furnished by the Borrower to the Tender Agent. (3) The provisions of this Section 4.7(A)(3) shall not apply at any time that the Bonds are Book‑Entry Bonds. With respect to any Bonds tendered for purchase or required to be tendered for purchase, for which sufficient funds to accomplish such purchase are available to the Tender Agent at the respective times at which payment of the Purchase Price is to be made as provided herein: (a) Such Bonds shall be deemed purchased for all purposes of this Indenture, irrespective of whether or not such Bonds shall have been presented to the Tender Agent, and the former Holder or Holders of such Bonds shall have no claim thereon, under this Indenture or otherwise, for any amount other than the Purchase Price thereof and such Bonds shall no longer be deemed to be Outstanding for purposes of this Indenture and the Bond Registrar shall so note on the Bond Register for the Bonds. (b) Subject to Section 4.7(G) hereof, in the event that any Bonds shall not be presented to the Tender Agent, the Tender Agent shall segregate and hold the moneys for the Purchase Price of such Bonds in trust, uninvested, as provided in Section 5.5 hereof for the benefit of the former Holders of such Bonds, who shall thereafter be restricted exclusively to such moneys for the satisfaction of any claim for the Purchase Price of such Bonds. (c) In the event that any Bonds shall not be presented to the Tender Agent at the time specified in Section 2.4, 4.6 or 4.8 hereof (each, an “Undelivered Bond”), then the Authority shall execute and deliver to the Tender Agent, and the Tender Agent shall deliver to the Trustee for authentication, a new Bond or Bonds, as the case may be, in an aggregate principal amount equal to the principal amount of the Undelivered Bonds bearing a number or numbers not contemporaneously outstanding. Every Bond authenticated and delivered as provided in the preceding sentence shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly issued hereunder. The Tender Agent shall maintain a record of any Undelivered Bonds, together with the names and addresses of the former Holders thereof. (d) In case any Bonds which have been deemed purchased as provided in Section 4.7(A)(3)(a) hereof are delivered to the Tender Agent subsequent to the date and time specified for such independent investigation delivery for payment of the Purchase Price thereof at its Corporate Trust Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the Holder thereof with the signature guaranteed in accordance with the guidelines set forth by one of the nationally recognized medallion signature programs on any Business Day, the Tender Agent shall (subject to Section 4.7(G) hereof) pay the Purchase Price of such Bond to the Holder no later than 12:30 p.m. (New York City time) on the next succeeding Business Day. Any such Bond so delivered to the Tender Agent shall be canceled and evaluationdelivered to the Trustee.