Common use of Remarketing of Bonds Clause in Contracts

Remarketing of Bonds. (a) Upon the receipt by the Remarketing Agent of any notice from the Trustee that any Bondholder (or DTC Participant, with respect to any Bonds in “book entry only” form) has delivered a notice pursuant to Section 5.1(b) hereof, or upon receipt of any notice from the Trustee of Bonds deemed to have been tendered in accordance with the provisions of Section 5.2, the Remarketing Agent shall offer for sale and use its best efforts to market the Bonds referred to in such notice from a Bondholder or such notice from the Trustee at a price of par plus accrued interest to the Bond Purchase Date, in accordance with the Remarketing Agreement; provided, however, that the Remarketing Agent shall not knowingly offer for sale or sell such Bonds to the Issuer, the Borrower or any general partner, member or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the Borrower, the Credit Facility Provider or any general partner, member or guarantor of the Borrower unless the Credit Facility shall be in full force and effect after such remarketing. (b) No Bond or portion thereof tendered pursuant to Section 5.1 or Section 5.2 hereof shall be remarketed at a price less than 100% of the principal amount thereof plus accrued interest, if any. The Remarketing Agent shall have the right to purchase any Bond tendered or deemed tendered pursuant to Section 5.1 or Section 5.2 hereof at 100% of the principal amount thereof, and to thereafter sell such Bond. Any such purchase shall constitute a remarketing hereunder. (c) By 4:00 p.m., New York, New York time on the Business Day immediately prior to each Bond Purchase Date (other than in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Mode) or by 10:00 a.m., New York, New York time on the Bond Purchase Date (in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Mode), the Remarketing Agent shall give telephonic notice, promptly confirmed in writing and transmitted by facsimile, to the Trustee, the Borrower and the Credit Facility Provider stating the principal amount of Bonds that have been remarketed successfully, specifying the names, addresses, and taxpayer identification numbers of the purchasers of, and the principal amount and denominations of, such Bonds, if any, for which it has found purchasers as of such date, and the Purchase Price at which the Bonds are to be sold (which shall be par plus accrued interest to the Bond Purchase Date). (d) The Remarketing Agent shall deliver to the Trustee, no later than 10:30 a.m., New York, New York time, on the Bond Purchase Date, in immediately available funds, the remarketing proceeds to the extent the Bonds have been successfully remarketed. Upon receipt by the Trustee of such amount from the Remarketing Agent, the Trustee, shall transfer the registered ownership of the Bonds to the respective new purchasers and deliver such Bonds to such purchasers upon deposit of the Purchase Price with the Trustee. The Trustee shall hold all Bonds delivered to it in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. The Trustee shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Sections 5.1 or 5.2 hereof. In the event that the Remarketing Agent or any purchaser that shall have been identified by the Remarketing Agent to the Trustee shall fail to pay the Purchase Price for any Bonds prior to 10:30 a.m., New York, New York time, on the Bond Purchase Date, the Trustee shall not be obligated to accept such amount after such time. The Trustee will immediately notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of any such failure to receive the Purchase Price for such Bonds. On the Bond Purchase Date, the Trustee shall notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of the amount of funds held by the Trustee as of 10:30 a.m., New York, New York time, on such date constituting the Purchase Price of the Bonds remarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Trustee shall hold all money delivered to it for the purchase of Bonds (including any remarketing proceeds or proceeds of draws on the Credit Facility) in trust in a non- commingled account to be known as the “Bond Purchase Fund” for the benefit of the person or entity which shall have so delivered such money until the Bonds purchased with such money shall have been delivered to or for the account of such person. Such money shall be held uninvested except as directed in writing by the Credit Facility Provider and then only in Permitted Investments of the type described in clauses (a) and (b) of the definition thereof. The Issuer and the Borrower shall not have any right, title or interest in such money. (e) If all of the Bonds shall have been called for redemption during any period when the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, the Bonds may continue to be remarketed until the redemption date, provided the purchasers of such Bonds are given notice of the call for redemption prior to purchase of any Bonds. (f) Anything herein to the contrary notwithstanding, no Bonds shall be purchased or remarketed pursuant to this Section if an Event of Default hereunder shall have occurred and be continuing and would not be cured as a result of such tender and remarketing of the Bonds or following a declaration of acceleration of the Bonds; nor shall any Bond be purchased pursuant to this Section if such Bond is registered in the name of the Issuer, the Borrower or the Credit Facility Provider, or known by the Trustee (the Trustee shall have no duty to inquire as to any such nominees) to be registered in the name of any general partner, member or guarantor of the Borrower or any nominee of the Issuer, the Borrower, the Credit Facility Provider, or any such general partner, member or guarantor of the Borrower unless the Credit Facility will be in full force and effect after such purchase with respect to such Bonds after such purchase, nor shall any Bond be purchased if, following a failed remarketing pursuant to the provisions of this Section, the Trustee does not have sufficient proceeds to pay the Purchase Price to tendering Holders of the Bonds, taking into account draws from any incoming or outgoing Credit Facility and Eligible Funds received from the Borrower pursuant to Section 5.4(b) hereof. In the event of such failed remarketing, the Bonds shall remain Outstanding in the Interest Rate Mode in effect immediately preceding the related Mandatory Tender Date.

Remarketing of Bonds. (a) Upon By 11:00 a.m., New York time, on the receipt by date the Trustee receives notice from any Bondholder in accordance with Section 4.01(a) hereof, and promptly, but in no event later than 11:30 a.m., New York time, on the Business Day following the day on which the Trustee receives notice from any Bondholder of its demand to have the Trustee purchase Bonds pursuant to Section 4.01(b) hereof, the Trustee shall give facsimile or telephonic notice, confirmed in writing thereafter, to the Remarketing Agent specifying the principal amount of any Bonds which such Bondholder has demanded to have purchased and the date on which such Bonds are demanded to be purchased, with a copy of such notice from to the Trustee that any Bondholder (Liquidity Provider or DTC ParticipantBank, as applicable, if a Liquidity Facility or Letter of Credit is in effect with respect to any Bonds in “book entry only” formsuch Bonds. (b) has delivered a Upon the giving of notice pursuant to Section 5.1(b) hereof, or upon receipt of any notice from the Trustee of Bonds deemed to have been tendered by any Bondholder in accordance with Section 4.01(a) or (b) hereof and the provisions giving of notice by the Trustee to the Remarketing Agent as provided in Section 5.24.04(a) hereof with respect to such notices, and on each date on which Bonds are to be purchased in accordance with Section 4.02 hereof, the Remarketing Agent shall offer for sale and use its reasonable best efforts to market the Bonds referred to in such notice from a Bondholder or such notice from the Trustee at a price of par plus accrued interest to the Bond Purchase Date, in accordance with the Remarketing Agreement; provided, however, that the Remarketing Agent shall not knowingly offer for sale or sell such Bonds on the date such Bonds are to the Issuer, the Borrower or any general partner, member or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the Borrower, the Credit Facility Provider or any general partner, member or guarantor of the Borrower unless the Credit Facility shall be in full force and effect after such remarketing. (b) No Bond or portion thereof tendered pursuant to Section 5.1 or Section 5.2 hereof shall be remarketed purchased at a purchase price less than equal to 100% of the principal amount thereof plus accrued interest, if any. The Remarketing Agent shall have , to the right to purchase any Bond tendered or deemed tendered date; provided that Bonds in a Term Rate Period which are then redeemable pursuant to Section 5.1 or Section 5.2 3.01(A) hereof shall be purchased at a purchase price equal to 100% of the principal amount thereofthereof plus a premium equal to the redemption premium, and if any, that would be payable if such Bonds were to thereafter be redeemed on the date they are to be purchased, together with accrued interest, if any, thereon to the date of purchase. The Remarketing Agent shall not sell such Bond. Any such purchase shall constitute a remarketing hereunderany Bonds to the Issuer or the Borrower. (c) By 4:00 Not later than 1:00 p.m., New YorkYork time, New York time on the Business Day immediately prior to each Bond Purchase Date (other than in preceding the case of the exercise of an optional tender right when the date on which Bonds are in Daily Interest Rate Mode) to be purchased pursuant to Section 4.01 or by 10:00 Section 4.02 hereof, or not later than 10:45 a.m., New YorkYork time, New York time on the Bond Purchase Date (in the case of the exercise of an optional tender right when the Business Day on which Bonds are in Daily Interest Rate Modeto be purchased pursuant to Section 4.01(a), as applicable, the Remarketing Agent shall give (i) facsimile or telephonic notice, promptly confirmed in writing and transmitted by facsimile, notice to the Trustee, the Borrower and the Credit Facility Provider stating the principal amount of Bonds that have been remarketed successfullyacting as Tender Agent, specifying the names, addresses, addresses and taxpayer identification numbers of the purchasers of, and the principal amount and denominations of, and, with respect to such BondsBonds which are being purchased pursuant to Section 4.02(a)(i) hereof, if any, the Flexible Segments and the Flexible Rates for which such Bonds remarketed by it pursuant to subsection (b) hereof and shall transfer all remarketing proceeds it has found purchasers received to that time to the Trustee, acting as of such dateTender Agent, and shall specify the Purchase Price at amount of remaining remarketing proceeds it will provide to the Trustee on the date on which the Bonds are to be sold purchased, as set forth in Section 4.04(d) hereof and (which shall be par plus ii) telephonic notice to the Borrower and the Trustee, acting as Tender Agent, of the principal amount of and accrued interest to the Bond Purchase Date)on any such Bonds not remarketed by such time. (d) The Upon the giving of the notice specified in Section 4.04(c)(i) hereof, the Remarketing Agent shall be obligated to deliver to the Trustee, no later than 10:30 a.m.acting as Tender Agent, New Yorkthe remaining amount of remarketing proceeds specified in such notice to be received, as follows: (i) in the case of Bonds which are being purchased pursuant to Section 4.01 or 4.02(a)(ii), (iii), (iv) or (v) hereof, by 1:00 p.m., New York time, on the Bond Purchase Datepurchase date; and (ii) in the case of Bonds which are being purchased pursuant to Section 4.02(a)(i) hereof, in immediately available fundsby 3:00 p.m., New York time, on the remarketing proceeds purchase date, subject only to the extent the timely delivery of Bonds have been successfully remarketed. Upon receipt by the Trustee of such amount from the Remarketing Agent, the Trustee, shall transfer the registered ownership of the Bonds to the respective new purchasers acting as Tender Agent, as set forth in Section 4.04(e) hereof and deliver such Bonds to such purchasers upon deposit of the Purchase Price with the Trustee. The Trustee shall hold all Bonds delivered to it in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. The Trustee shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Sections 5.1 or 5.2 hereof. In the event that verification by the Remarketing Agent or any purchaser that shall have been identified such Bonds conform to the instructions contained in the notice given by the Remarketing Agent to the Trustee pursuant to Section 4.04(c) hereof. Any remarketing proceeds received by the Remarketing Agent in excess of such amounts so transferred shall fail be delivered as provided in Section 4.06 as soon as practicable after the receipt thereof. (e) Subject to pay Section 4.10 hereof, upon receipt by the Purchase Price for any Trustee, acting as Tender Agent, of notice from the Remarketing Agent pursuant to Section 4.04(c) hereof, the Trustee shall authenticate and deliver new Bonds prior to 10:30 a.m.the Remarketing Agent, New Yorkas follows: (i) in the case of Bonds which are being purchased pursuant to Section 4.01 or Section 4.02(a)(ii), (iii), (iv) or (v) hereof, and provided that moneys derived from the sources specified in Section 4.05(a) hereof in an amount equal to the purchase price therefor shall have been received by the Trustee, acting as Tender Agent, by 1:00 p.m., New York time, on such new Bonds shall be delivered by 2:00 p.m., New York time; and (ii) in the Bond Purchase Datecase of Bonds which are being purchased pursuant to Section 4.02(a)(i) hereof, such new Bonds shall be delivered by 4:00 p.m., New York time. Notwithstanding any other provision of this Indenture, except in connection with a mandatory tender under Section 4.02, Bank Bonds shall be remarketed only if and to the extent that the payment of such Bonds (immediately after the remarketing thereof), whether upon tender, maturity, interest payment date, redemption, acceleration or otherwise, will be secured by the Letter of Credit issued by the Bank, unless a Letter of Credit is no longer required to support such Bonds. (f) Notwithstanding the foregoing or any other provision of this Indenture, upon adjustment of any Bonds to a Term Rate the Borrower may elect not to provide a Liquidity Facility and to have the provisions of this Section 4.04(f) apply, provided that such provisions are disclosed to the purchasers of such Bonds. In such event, the Trustee Borrower shall not be obligated to accept pay the purchase price of Bonds subject to mandatory tender at the end of the applicable Term Rate Period, and the following shall apply: (i) If moneys sufficient to pay the purchase price of tendered Bonds shall not be held by the Tender Agent on the date such amount Bonds are to be purchased and it shall not constitute an Event of Default hereunder or under the Financing Agreement if the Bonds are not purchased upon tender on any date on which any Bond is required to be purchased (the “Purchase Date”) due to such insufficiency; and no purchase shall be consummated of such Purchase Date and the Tender Agent shall, after such time. The Trustee will immediately notify by telephoneany applicable grace period, (A) return all tendered Bonds to the Credit Facility Provider, the Borrower Holders thereof and (B) return all remarketing proceeds to the Remarketing Agent for return to the Persons providing such moneys; and such Bonds shall bear interest at a Daily Rate equal to 10% per annum during the period of any time from and including the applicable Purchase Date to (but not including) the date that all such failure to receive Bonds are successfully remarketed (the Purchase Price for such Bonds. “Delayed Remarketing Period”). (ii) On each Business Day following the Bond Purchase Datefailed remarketing, the Trustee shall notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent shall continue to use its best efforts to remarket the Bonds in the Daily Rate Period or such other Rate Period designated by the Trustee, at the direction of the amount of funds held by Borrower. Once the Remarketing Agent has advised the Trustee as that it has a good faith belief that it is able to remarket all of 10:30 a.m.the Bonds into the designated Rate Period, New Yorkthe Trustee, New York timeat the direction of the Borrower, will give notice by mail to the Holders of the Bonds not later than five Business Days prior to the last day of the Delayed Remarketing Period, which notice will state (1) that the interest rate on the Bonds will continue to be a Daily Rate equal to 10% per annum or will be adjusted to a Term Rate, Weekly Rate, Flexible Rate or Auction Rate on and after the last day of the Delayed Remarketing Period; (2) that such date constituting Bonds will be subject to mandatory tender for purchase on the last day of the Delayed Remarketing Period; (3) the procedures for such mandatory tender; (4) the Purchase Price of the Bonds remarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Trustee shall hold all money delivered to it for the purchase of Bonds (including any remarketing proceeds or proceeds of draws on the Credit Facility) in trust in a non- commingled account to be known as the “Bond Purchase Fund” for the benefit last day of the person or entity which shall have so delivered such money until the Bonds purchased with such money shall have been delivered to or for the account of such person. Such money shall be held uninvested except Delayed Remarketing Period (expressed as directed in writing by the Credit Facility Provider and then only in Permitted Investments a percentage of the type described in clauses (a) principal amount thereof); and (b5) the consequences of the definition thereof. The Issuer and the Borrower shall not have any right, title or interest a failed remarketing as set forth in such money(i) above. (eiii) If all During the Delayed Remarketing Period, the Trustee may, upon direction of the Borrower, apply amounts available for redemption of the Bonds shall have been called for pursuant to the Indentures to the redemption during any period when of the Bonds bear as a whole or in part on any Business Day during the Delayed Remarketing Period, at a redemption price equal to the principal amount thereof, together with interest at accrued thereon to the Daily Interest Rate or Weekly Interest Ratedate fixed for redemption, the Bonds may continue to be remarketed until the redemption date, provided the purchasers of such Bonds are given notice of the call for redemption prior to purchase of any Bondswithout premium. (fiv) Anything herein to During the contrary notwithstandingDelayed Remarketing Period, no interest on such Bonds shall be purchased or remarketed pursuant paid to this Section if an Event the Holders thereof on the first Business Day of Default hereunder shall have occurred each calendar month occurring during the Delayed Remarketing Period and be continuing and would not be cured as a result on the last day of the Delayed Remarketing Period. Payment of such tender and remarketing of the Bonds or following a declaration of acceleration of the Bonds; nor interest shall any Bond be purchased pursuant to this Section if such Bond is registered in the name of the Issuer, the Borrower or the Credit Facility Provider, or known made by the Trustee (from the Trustee shall have no duty to inquire as to any such nominees) to be registered in the name of any general partner, member or guarantor of the Borrower or any nominee of the Issuer, the Borrower, the Credit Facility Provider, or any such general partner, member or guarantor of the Borrower unless the Credit Facility will be in full force and effect after such purchase with respect to such Bonds after such purchase, nor shall any Bond be purchased if, following a failed remarketing Fund pursuant to the provisions of this Section, the Trustee does not have sufficient proceeds to pay the Purchase Price to tendering Holders of the Bonds, taking into account draws from any incoming or outgoing Credit Facility and Eligible Funds received from the Borrower pursuant to Section 5.4(b) hereof. In the event of such failed remarketing, the Bonds shall remain Outstanding in the Interest Rate Mode in effect immediately preceding the related Mandatory Tender DateIndentures.

Remarketing of Bonds. (a) Upon By 11:00 a.m., New York time, on the receipt by date the Trustee receives notice from any Bondholder in accordance with Section 4.01(a) hereof, and promptly, but in no event later than 11:30 a.m., New York time, on the Business Day following the day on which the Trustee receives notice from any Bondholder of its demand to have the Trustee purchase Bonds pursuant to Section 4.01(b) hereof, the Trustee shall give facsimile or telephonic notice, confirmed in writing thereafter, to the Remarketing Agent specifying the principal amount of any Bonds which such Bondholder has demanded to have purchased and the date on which such Bonds are demanded to be purchased, with a copy of such notice from to the Trustee that any Bondholder (Liquidity Provider or DTC ParticipantBank, as applicable, if a Liquidity Facility or Letter of Credit is in effect with respect to any Bonds in “book entry only” formsuch Series of Bonds. (b) has delivered a Upon the giving of notice pursuant to Section 5.1(b) hereof, or upon receipt of any notice from the Trustee of Bonds deemed to have been tendered by any Bondholder in accordance with Section 4.01(a) or (b) hereof and the provisions giving of notice by the Trustee to the Remarketing Agent as provided in Section 5.24.04(a) hereof with respect to such notices, and on each date on which Bonds are to be purchased in accordance with Section 4.02 hereof, the Remarketing Agent shall offer for sale and use its reasonable best efforts to market the Bonds referred to in such notice from a Bondholder or such notice from the Trustee at a price of par plus accrued interest to the Bond Purchase Date, in accordance with the Remarketing Agreement; provided, however, that the Remarketing Agent shall not knowingly offer for sale or sell such Bonds on the date such Bonds are to the Issuer, the Borrower or any general partner, member or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the Borrower, the Credit Facility Provider or any general partner, member or guarantor of the Borrower unless the Credit Facility shall be in full force and effect after such remarketing. (b) No Bond or portion thereof tendered pursuant to Section 5.1 or Section 5.2 hereof shall be remarketed purchased at a purchase price less than equal to 100% of the principal amount thereof plus accrued interest, if any. The Remarketing Agent shall have , to the right to purchase any Bond tendered or deemed tendered date; provided that Bonds in a Term Rate Period which are then redeemable pursuant to Section 5.1 or Section 5.2 3.01(A) hereof shall be purchased at a purchase price equal to 100% of the principal amount thereofthereof plus a premium equal to the redemption premium, and if any, that would be payable if such Bonds were to thereafter be redeemed on the date they are to be purchased, together with accrued interest, if any, thereon to the date of purchase. The Remarketing Agent shall not sell such Bond. Any such purchase shall constitute a remarketing hereunderany Bonds to the Issuer or the Borrower. (c) By 4:00 Not later than 1:00 p.m., New YorkYork time, New York time on the Business Day immediately prior to each Bond Purchase Date (other than in preceding the case of the exercise of an optional tender right when the date on which Bonds are in Daily Interest Rate Mode) to be purchased pursuant to Section 4.01 or by 10:00 Section 4.02 hereof, or not later than 10:45 a.m., New YorkYork time, New York time on the Bond Purchase Date (in the case of the exercise of an optional tender right when the Business Day on which Bonds are in Daily Interest Rate Modeto be purchased pursuant to Section 4.01(a), as applicable, the Remarketing Agent shall give (i) facsimile or telephonic notice, promptly confirmed in writing and transmitted by facsimile, notice to the Trustee, the Borrower and the Credit Facility Provider stating the principal amount of Bonds that have been remarketed successfullyacting as Tender Agent, specifying the names, addresses, addresses and taxpayer identification numbers of the purchasers of, and the principal amount and denominations of, and, with respect to such BondsBonds which are being purchased pursuant to Section 4.02(a)(i) hereof, if any, the Flexible Segments and the Flexible Rates for which such Bonds remarketed by it pursuant to subsection (b) hereof and shall transfer all remarketing proceeds it has found purchasers received to that time to the Trustee, acting as of such dateTender Agent, and shall specify the Purchase Price at amount of remaining remarketing proceeds it will provide to the Trustee on the date on which the Bonds are to be sold purchased, as set forth in Section 4.04(d) hereof and (which shall be par plus ii) telephonic notice to the Borrower and the Trustee, acting as Tender Agent, of the principal amount of and accrued interest to the Bond Purchase Date)on any such Bonds not remarketed by such time. (d) The Upon the giving of the notice specified in Section 4.04(c)(i) hereof, the Remarketing Agent shall be obligated to deliver to the Trustee, no later than 10:30 a.m.acting as Tender Agent, New Yorkthe remaining amount of remarketing proceeds specified in such notice to be received, as follows: (i) in the case of Bonds which are being purchased pursuant to Section 4.01 or 4.02(a)(ii), (iii), (iv) or (v) hereof, by 1:00 p.m., New York time, on the Bond Purchase Datepurchase date; and (ii) in the case of Bonds which are being purchased pursuant to Section 4.02(a)(i) hereof, in immediately available fundsby 3:00 p.m., New York time, on the remarketing proceeds purchase date, subject only to the extent the timely delivery of Bonds have been successfully remarketed. Upon receipt by the Trustee of such amount from the Remarketing Agent, the Trustee, shall transfer the registered ownership of the Bonds to the respective new purchasers acting as Tender Agent, as set forth in Section 4.04(e) hereof and deliver such Bonds to such purchasers upon deposit of the Purchase Price with the Trustee. The Trustee shall hold all Bonds delivered to it in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. The Trustee shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Sections 5.1 or 5.2 hereof. In the event that verification by the Remarketing Agent or any purchaser that shall have been identified such Bonds conform to the instructions contained in the notice given by the Remarketing Agent to the Trustee pursuant to Section 4.04(c) hereof. Any remarketing proceeds received by the Remarketing Agent in excess of such amounts so transferred shall fail be delivered as provided in Section 4.06 as soon as practicable after the receipt thereof. (e) Subject to pay Section 4.10 hereof, upon receipt by the Purchase Price for any Trustee, acting as Tender Agent, of notice from the Remarketing Agent pursuant to Section 4.04(c) hereof, the Trustee shall authenticate and deliver new Bonds prior to 10:30 a.m.the Remarketing Agent, New Yorkas follows: (i) in the case of Bonds which are being purchased pursuant to Section 4.01 or Section 4.02(a)(ii), (iii), (iv) or (v) hereof, and provided that moneys derived from the sources specified in Section 4.05(a) hereof in an amount equal to the purchase price therefor shall have been received by the Trustee, acting as Tender Agent, by 1:00 p.m., New York time, on the Bond Purchase Date, the Trustee such new Bonds shall not be obligated to accept such amount after such time. The Trustee will immediately notify delivered by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of any such failure to receive the Purchase Price for such Bonds. On the Bond Purchase Date, the Trustee shall notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of the amount of funds held by the Trustee as of 10:30 a.m., New York2:00 p.m., New York time, on such date constituting ; and (ii) in the Purchase Price of the Bonds remarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Trustee shall hold all money delivered to it for the purchase case of Bonds (including any remarketing proceeds or proceeds of draws on the Credit Facilitywhich are being purchased pursuant to Section 4.02(a)(i) in trust in a non- commingled account to be known as the “Bond Purchase Fund” for the benefit of the person or entity which shall have so delivered hereof, such money until the new Bonds purchased with such money shall have been delivered to or for the account of such person. Such money shall be held uninvested delivered by 4:00 p.m., New York time. Notwithstanding any other provision of this Indenture, except as directed in writing by the Credit Facility Provider and then only in Permitted Investments of the type described in clauses (a) and (b) of the definition thereof. The Issuer and the Borrower shall not have any rightconnection with a mandatory tender under Section 4.02, title or interest in such money. (e) If all of the Bank Bonds shall have been called for redemption during any period when the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, the Bonds may continue to be remarketed until only if and to the redemption date, provided extent that the purchasers payment of such Bonds are given notice (immediately after the remarketing thereof), whether upon tender, maturity, interest payment date, redemption, acceleration or otherwise, will be secured by the Letter of Credit issued by the call for redemption prior Bank, unless a Letter of Credit is no longer required to purchase of any support such Bonds. (f) Anything herein to the contrary notwithstanding, no Bonds shall be purchased or remarketed pursuant to this Section if an Event of Default hereunder shall have occurred and be continuing and would not be cured as a result of such tender and remarketing of the Bonds or following a declaration of acceleration of the Bonds; nor shall any Bond be purchased pursuant to this Section if such Bond is registered in the name of the Issuer, the Borrower or the Credit Facility Provider, or known by the Trustee (the Trustee shall have no duty to inquire as to any such nominees) to be registered in the name of any general partner, member or guarantor of the Borrower or any nominee of the Issuer, the Borrower, the Credit Facility Provider, or any such general partner, member or guarantor of the Borrower unless the Credit Facility will be in full force and effect after such purchase with respect to such Bonds after such purchase, nor shall any Bond be purchased if, following a failed remarketing pursuant to the provisions of this Section, the Trustee does not have sufficient proceeds to pay the Purchase Price to tendering Holders of the Bonds, taking into account draws from any incoming or outgoing Credit Facility and Eligible Funds received from the Borrower pursuant to Section 5.4(b) hereof. In the event of such failed remarketing, the Bonds shall remain Outstanding in the Interest Rate Mode in effect immediately preceding the related Mandatory Tender Date.

Remarketing of Bonds. (a) Upon the receipt delivery of notice by the Remarketing Agent of any notice from the Trustee that any Bondholder (or DTC Participant, Holder in accordance with respect to any Bonds in “book entry only” form) has delivered a notice pursuant to Section 5.1(b) 201 hereof, or upon receipt of any notice from the Trustee of Bonds deemed becoming subject to have been tendered mandatory repurchase in accordance with the provisions of Section 5.2202 hereof, the Remarketing Agent shall offer for sale and use its best efforts to market the Bonds referred to in such notice from a Bondholder or such notice from the Trustee at a price of par plus accrued interest to the Bond Purchase Date, in accordance with the Remarketing Agreement; provided, however, that the Remarketing Agent shall not knowingly offer for sale or sell such Bonds, any such sale to be made for settlement on the date on which such Bonds are to the Issuerbe purchased as provided in this Article II or as soon as practicable thereafter, the Borrower or any general partner, member or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the Borrower, the Credit Facility Provider or any general partner, member or guarantor of the Borrower unless the Credit Facility shall be in full force and effect after such remarketing. (b) No Bond or portion thereof tendered pursuant to Section 5.1 or Section 5.2 hereof shall be remarketed at a price less than 100% of the principal amount thereof plus accrued interest, if any. The Remarketing Agent shall have the right to purchase any Bond tendered or deemed tendered pursuant to Section 5.1 or Section 5.2 hereof at 100% of the principal amount thereof, and of such Bond plus any accrued interest thereon to thereafter sell such Bond. Any such the purchase date; provided that the Remarketing Agent shall constitute a remarketing not be required to remarket any Bonds after the occurrence of an Event of Default hereunder. (cb) By 4:00 p.m.Promptly, New York, New York time on but in no event later than (i) the Business Day immediately prior following the day on which the Remarketing Agent receives a demand from any Holder of Weekly Rate Bonds to have such Weekly Rate Bonds purchased pursuant to Section 201 hereof, or (ii) 10:15 a.m. Central prevailing time, on each Bond Purchase Date (other than in for which the case Remarketing Agent receives a demand from any Holder of the exercise of an optional tender right when the Daily Rate Bonds are in to have such Daily Interest Rate Mode) or by 10:00 a.m., New York, New York time on the Bond Purchase Date (in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Mode)purchased pursuant to Section 201 hereof, the Remarketing Agent shall give facsimile notice (promptly confirmed in writing) to the Trustee, the Obligor and the Bank specifying the principal amount of Bonds which such Holder has demanded to have purchased and shall promptly deliver a copy of such written notice from the Holder to each of such parties. On each date on which Bonds are delivered pursuant to Section 201 hereof, the Remarketing Agent shall give telegraphic or telephonic notice, promptly confirmed in writing and transmitted by facsimilea written notice, to the Trustee, the Borrower Obligor and the Credit Facility Provider stating Bank specifying the principal amount of Bonds that have been so delivered. (c) Any Bond purchased pursuant to this Article II after the date any notice of conversion or delivery of a Substitute Credit Facility is given by the Trustee as provided in Section 113 or 210(b) hereof, respectively, through the proposed Conversion Date, Conversion Date or Substitution Date, as applicable, shall only be remarketed successfullyby the Remarketing Agent to a buyer to whom the Remarketing Agent has delivered, specifying at the namestime of such remarketing, addresses, and taxpayer identification numbers a copy of the purchasers of, and the principal amount and denominations of, such Bonds, if any, for which it has found purchasers as notice of such date, and the Purchase Price at which the Bonds are to be sold (which shall be par plus accrued interest to the Bond Purchase Date)conversion or delivery of a Substitute Credit Facility. (d) The Remarketing Agent shall deliver to notify the Trustee, no later than Trustee and the Bank by 10:30 a.m., New York, New York Central prevailing time, on the Bond Purchase Date, in immediately available funds, the remarketing proceeds to the extent each date on which the Bonds are to be purchased pursuant to Section 201 or 202 hereof, by telephone (promptly confirmed in writing) (i) of the aggregate principal amount of Bonds to have been remarketed on such date that have not been successfully remarketed. Upon receipt by the Trustee of such amount from the Remarketing Agent, the Trustee, shall transfer the registered ownership of the Bonds to the respective new purchasers and deliver such Bonds to such purchasers upon deposit of the Purchase Price with the Trustee. The Trustee shall hold all Bonds delivered to it in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. The Trustee shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Sections 5.1 or 5.2 hereof. In the event that the Remarketing Agent or any purchaser that shall have been identified remarketed by the Remarketing Agent to and (ii) the Trustee shall fail to pay the Purchase Price for any Bonds prior to 10:30 a.m.registered owner, New Yorkregistration instructions, New York timeprincipal amount and current interest rate, on the of each Bond Purchase Date, the Trustee shall not be obligated to accept such amount after such time. The Trustee will immediately notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of any such failure to receive the Purchase Price for such Bonds. On the Bond Purchase Date, the Trustee shall notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of the amount of funds held by the Trustee as of 10:30 a.m., New York, New York time, on such date constituting the Purchase Price of the Bonds successfully remarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Trustee shall hold all money delivered to it for the purchase of Bonds (including any remarketing proceeds or proceeds of draws on the Credit Facility) in trust in a non- commingled account to be known as the “Bond Purchase Fund” for the benefit of the person or entity which shall have so delivered such money until the Bonds purchased with such money shall have been delivered to or for the account of such person. Such money shall be held uninvested except as directed in writing by the Credit Facility Provider and then only in Permitted Investments of the type described in clauses (a) and (b) of the definition thereof. The Issuer and the Borrower shall not have any right, title or interest in such money. (e) If all The notice to be given the Bank pursuant to subparagraph (d) of this Section 203 is for convenience only and shall not be a condition precedent to any drawing under the Credit Facility. In connection with the delivery of a Substitute Credit Facility, such notice shall be given by the Trustee to the issuer of the Bonds shall have been called for redemption during any period when the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, the Bonds may continue to be remarketed until the redemption date, provided the purchasers of such Bonds are given notice of the call for redemption prior to purchase of any BondsSubstitute Credit Facility. (f) Anything herein The Remarketing Agent shall not remarket Bonds to the contrary notwithstanding, no Bonds shall be purchased Issuer or remarketed pursuant the Obligor or to this Section if an Event any insider or affiliate of Default hereunder shall have occurred and be continuing and would not be cured as a result either of such tender and remarketing them (within the meaning of the Bonds or following a declaration of acceleration of the Bonds; United States Bankruptcy Code) nor shall any Bond be purchased pursuant to this Section if such Bond is registered in the name of the Issuer, the Borrower Issuer or the Credit Facility Provider, or known by Obligor purchase Bonds from the Trustee (Remarketing Agent other than with the Trustee shall have no duty to inquire as to any such nominees) to be registered in the name proceeds of any general partner, member or guarantor of the Borrower or any nominee of the Issuer, the Borrower, a draw on the Credit Facility Provider, or any such general partner, member or guarantor of the Borrower unless the Credit Facility will be in full force and effect after such purchase with respect to such Bonds after such purchase, nor shall any Bond be purchased if, following a failed remarketing pursuant to the provisions of this Section, the Trustee does not have sufficient proceeds to pay the Purchase Price to tendering Holders of the Bonds, taking into account draws from any incoming or outgoing Credit Facility and Eligible Funds received from the Borrower pursuant to Section 5.4(b) hereof. In the event of such failed remarketing, the Bonds shall remain Outstanding in the Interest Rate Mode in effect immediately preceding the related Mandatory Tender DateFacility.

Remarketing of Bonds. (a) Upon the receipt by the Remarketing Agent of any notice from the Trustee that any Bondholder (or DTC Participant, with respect to any Bonds in “book entry only” form) has delivered a notice pursuant to Section 5.1(b) hereof, or upon receipt of any notice from the Trustee of Bonds deemed to have been tendered in accordance with the provisions of Section 5.25.01(a), the Remarketing Agent Agent, subject to the terms of the Remarketing Agreement, shall offer for sale and use its best efforts to market offer for sale and sell the Bonds referred to in respect of which such notice from a Bondholder or has been given. Unless otherwise instructed by the Company and with the consent of the Credit Facility Issuer, the Remarketing Agent, subject to the terms of the Remarketing Agreement, shall use its best efforts to offer for sale and sell any Bonds purchased pursuant to Section 5.01(b)(i), (ii) and (iv). Any such notice from the Trustee Bonds shall be offered: (i) at a price equal to the principal amount thereof, plus interest accrued, if any, to the Purchase Date, and (ii) pursuant to terms calling for payment of par the purchase price on such Purchase Date against delivery of such Bonds; provided, however, in no event shall the Remarketing Agent sell any Bond if the amount to be received from the sale of such Bond (including accrued interest, if any) is less than the principal amount thereof, plus accrued interest to the sale date. The Remarketing Agent, the Trustee, the Tender Agent or the Credit Facility Issuer may purchase any Bond Purchase Dateoffered pursuant to this Section 5.02 for their respective accounts. (b) The Remarketing Agent shall, in accordance with subject to the terms of the Remarketing Agreement, use its best efforts to offer for sale and sell, on behalf of the Company, Bonds held pursuant to Section 5.05 and, at the direction of the Company, any Bonds held for the Company by the Tender Agent pursuant to Section 5.04(a)(iii)(A); provided, however, provided that the Remarketing Agent shall not knowingly offer remarket any Bonds held pursuant to Section 5.05 until it has received written notice from the Credit Facility Issuer that the Credit Facility has been reinstated for sale or sell the principal and interest portions of the drawing made to pay the purchase price of such Bonds pursuant to Section 5.06. Any such Bonds shall be offered at the best available price, plus interest accrued to the sale date; provided that if such price is other than a price equal to the principal amount of such Bonds, plus interest accrued to the sale date, there must be delivered to the Issuer, the Borrower or any general partnerTrustee, member or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the BorrowerTender Agent, the Credit Facility Provider or any general partnerIssuer, member or guarantor the Company and the Remarketing Agent, an opinion of Bond Counsel to the Borrower unless the Credit Facility shall be in full force and effect after that offering such remarketing. (b) No Bond or portion thereof tendered pursuant to Section 5.1 or Section 5.2 hereof shall be remarketed Bonds at a price less other than 100% of a price equal to the principal amount thereof plus interest accrued interestto the sale date will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes, and, in addition thereto, if any. The Remarketing Agent shall have the right such price is less than a price equal to purchase any Bond tendered or deemed tendered pursuant to Section 5.1 or Section 5.2 hereof at 100% of the principal amount thereofthereof plus interest accrued to the sale date, and to thereafter sell such Bond. Any such purchase shall constitute a remarketing hereunder. (c) By 4:00 p.m., New York, New York time on the Business Day immediately prior to each Bond Purchase Date (other than in the case written consent of the exercise of an optional tender right when the Credit Facility Issuer. If any Bonds are in Daily Interest Rate Mode) or by 10:00 a.m., New York, New York time on the Bond Purchase Date (in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Mode)to be remarketed have been called for redemption, the Remarketing Agent shall give telephonic notice, promptly confirmed in writing and transmitted by facsimile, notice thereof to the Trustee, the Borrower and the Credit Facility Provider stating the principal amount of Bonds that have been remarketed successfully, specifying the names, addresses, and taxpayer identification numbers of the purchasers of, and the principal amount and denominations of, such Bonds, if any, for which it has found purchasers as of such date, and the Purchase Price at which the Bonds are to be sold (which shall be par plus accrued interest to the Bond Purchase Date). (d) The Remarketing Agent shall deliver to the Trustee, no later than 10:30 a.m., New York, New York time, on the Bond Purchase Date, in immediately available funds, the remarketing proceeds to the extent the Bonds have been successfully remarketed. Upon receipt by the Trustee of such amount from the Remarketing Agent, the Trustee, shall transfer the registered ownership of the Bonds to the respective new purchasers and deliver such Bonds to such purchasers upon deposit of the Purchase Price with the Trustee. The Trustee shall hold all Bonds delivered to it in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. The Trustee shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Sections 5.1 or 5.2 hereof. In the event that the Remarketing Agent or any purchaser that shall have been identified by the Remarketing Agent to the Trustee shall fail to pay the Purchase Price for any Bonds prior to 10:30 a.m., New York, New York time, on the Bond Purchase Date, the Trustee shall not be obligated to accept such amount after such time. The Trustee will immediately notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of any such failure to receive the Purchase Price for such Bonds. On the Bond Purchase Date, the Trustee shall notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of the amount of funds held by the Trustee as of 10:30 a.m., New York, New York time, on such date constituting the Purchase Price of the Bonds remarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Trustee shall hold all money delivered to it for the purchase of Bonds (including any remarketing proceeds or proceeds of draws on the Credit Facility) in trust in a non- commingled account to be known as the “Bond Purchase Fund” for the benefit of the person or entity which shall have so delivered such money until the Bonds purchased with such money shall have been delivered to or for the account of such person. Such money shall be held uninvested except as directed in writing by the Credit Facility Provider and then only in Permitted Investments of the type described in clauses (a) and (b) of the definition thereof. The Issuer and the Borrower shall not have any right, title or interest in such money. (e) If all of the Bonds shall have been called for redemption during any period when the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, the Bonds may continue to be remarketed until the redemption date, provided the prospective purchasers of such Bonds are given notice of the call for redemption prior to purchase of any Bonds. (f) Anything herein to the contrary notwithstanding, no Bonds shall be purchased or remarketed pursuant to this Section if an Event of Default hereunder shall have occurred and be continuing and would not be cured as a result of such tender and remarketing of the Bonds or following a declaration of acceleration of the Bonds; nor shall any Bond be purchased pursuant to this Section if such Bond is registered in the name of the Issuer, the Borrower or the Credit Facility Provider, or known by the Trustee (the Trustee shall have no duty to inquire as to any such nominees) to be registered in the name of any general partner, member or guarantor of the Borrower or any nominee of the Issuer, the Borrower, the Credit Facility Provider, or any such general partner, member or guarantor of the Borrower unless the Credit Facility will be in full force and effect after such purchase with respect to such Bonds after such purchase, nor shall any Bond be purchased if, following a failed remarketing pursuant to the provisions of this Section, the Trustee does not have sufficient proceeds to pay the Purchase Price to tendering Holders of the Bonds, taking into account draws from any incoming or outgoing Credit Facility and Eligible Funds received from the Borrower pursuant to Section 5.4(b) hereof. In the event of such failed remarketing, the Bonds shall remain Outstanding in the Interest Rate Mode in effect immediately preceding the related Mandatory Tender Date.

Remarketing of Bonds. (a) Upon By 10:45 a.m., New York time, on the receipt by date the Trustee receives notice from any Bondholder in accordance with Section 4.01(a) hereof, and promptly, but in no event later than 11:30 a.m., New York time, on the Business Day following the day on which the Trustee receives notice from any Bondholder of its demand to have the Trustee purchase Bonds pursuant to Section 4.01(b) hereof, the Trustee shall give facsimile or telephonic notice, confirmed in writing thereafter, to the Remarketing Agent specifying the principal amount of any Bonds which such Bondholder has demanded to have purchased and the date on which such Bonds are demanded to be purchased, with a copy of such notice from to the Trustee that any Bondholder (Liquidity Provider or DTC ParticipantBank, as applicable, if a Liquidity Facility or Letter of Credit is in effect with respect to any Bonds in “book entry only” formsuch Bonds. (b) has delivered a Upon the giving of notice pursuant to Section 5.1(b) hereof, or upon receipt of any notice from the Trustee of Bonds deemed to have been tendered by any Bondholder in accordance with Section 4.01(a) or (b) hereof and the provisions giving of notice by the Trustee to the Remarketing Agent as provided in Section 5.24.04(a) hereof with respect to such notices, and on each date on which Bonds are to be purchased in accordance with Section 4.02 hereof, the Remarketing Agent shall offer for sale and use its reasonable best efforts to market the Bonds referred to in such notice from a Bondholder or such notice from the Trustee at a price of par plus accrued interest to the Bond Purchase Date, in accordance with the Remarketing Agreement; provided, however, that the Remarketing Agent shall not knowingly offer for sale or sell such Bonds on the date such Bonds are to the Issuer, the Borrower or any general partner, member or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the Borrower, the Credit Facility Provider or any general partner, member or guarantor of the Borrower unless the Credit Facility shall be in full force and effect after such remarketing. (b) No Bond or portion thereof tendered pursuant to Section 5.1 or Section 5.2 hereof shall be remarketed purchased at a purchase price less than equal to 100% of the principal amount thereof plus accrued interest, if any. The Remarketing Agent shall have , to the right to purchase any Bond tendered or deemed tendered date; provided that Bonds in a Term Rate Period which are then redeemable pursuant to Section 5.1 or Section 5.2 3.01(A) hereof shall be purchased at a purchase price equal to 100% of the principal amount thereofthereof plus a premium equal to the redemption premium, and if any, that would be payable if such Bonds were to thereafter be redeemed on the date they are to be purchased, together with accrued interest, if any, thereon to the date of purchase. The Remarketing Agent shall not sell such Bond. Any such purchase shall constitute a remarketing hereunderany Bonds to the Issuer or the Borrower. (c) By 4:00 p.m., New YorkNot later than 11:45 a.m., New York time time, on the Business Day immediately prior to each Bond Purchase Date (other than in the case of the exercise of an optional tender right when the on which Bonds are in Daily Interest Rate Mode) to be purchased pursuant to Section 4.01 or by 10:00 a.m., New York, New York time on the Bond Purchase Date (in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Mode)Section 4.02 hereof, the Remarketing Agent shall give (i) facsimile or telephonic notice, promptly confirmed in writing and transmitted by facsimile, notice to the Trustee, the Borrower and the Credit Facility Provider stating the principal amount of Bonds that have been remarketed successfullyacting as Tender Agent, specifying the names, addresses, addresses and taxpayer identification numbers of the purchasers of, and the principal amount and denominations of, and, with respect to such BondsBonds which are being purchased pursuant to Section 4.02(a)(i) hereof, if any, the Flexible Segments and the Flexible Rates for which such Bonds remarketed by it pursuant to subsection (b) hereof and shall transfer all remarketing proceeds it has found purchasers received to that time to the Trustee, acting as of such dateTender Agent, and shall specify the Purchase Price at amount of remaining remarketing proceeds it will provide to the Trustee on the date on which the Bonds are to be sold purchased, as set forth in Section 4.04(d) hereof and (which shall be par plus ii) telephonic notice to the Borrower and the Trustee, acting as Tender Agent, of the principal amount of and accrued interest to the Bond Purchase Date)on any such Bonds not remarketed by such time. (d) The Upon the giving of the notice specified in Section 4.04(c)(i) hereof regarding the amount of remaining remarketing proceeds to be provided, the Remarketing Agent shall be obligated to deliver to the Trustee, no later than 10:30 a.m.acting as Tender Agent, New Yorkthe remaining amount of remarketing proceeds specified in such notice to be received, as follows: (i) in the case of Bonds which are being purchased pursuant to Section 4.01 or 4.02(a)(ii), (iii), (iv) or (v) hereof, by 1:00 p.m., New York time, on the Bond Purchase Datepurchase date; and (ii) in the case of Bonds which are being purchased pursuant to Section 4.02(a)(i) hereof, in immediately available fundsby 3:00 p.m., New York time, on the remarketing proceeds purchase date, subject only to the extent the timely delivery of Bonds have been successfully remarketed. Upon receipt by the Trustee of such amount from the Remarketing Agent, the Trustee, shall transfer the registered ownership of the Bonds to the respective new purchasers acting as Tender Agent, as set forth in Section 4.04(e) hereof and deliver such Bonds to such purchasers upon deposit of the Purchase Price with the Trustee. The Trustee shall hold all Bonds delivered to it in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. The Trustee shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Sections 5.1 or 5.2 hereof. In the event that verification by the Remarketing Agent or any purchaser that shall have been identified such Bonds conform to the instructions contained in the notice given by the Remarketing Agent to the Trustee pursuant to Section 4.04(c) hereof. Any remarketing proceeds received by the Remarketing Agent in excess of such amounts so transferred shall fail be delivered as provided in Section 4.06 as soon as practicable after the receipt thereof. (e) Subject to pay Section 4.10 hereof, upon receipt by the Purchase Price for any Trustee, acting as Tender Agent, of notice from the Remarketing Agent pursuant to Section 4.04(c) hereof, the Trustee shall authenticate and deliver new Bonds prior to 10:30 a.m.the Remarketing Agent, New Yorkas follows: (i) in the case of Bonds which are being purchased pursuant to Section 4.01 or Section 4.02(a)(ii), (iii), (iv) or (v) hereof, and provided that moneys derived from the sources specified in Section 4.05(a) hereof in an amount equal to the purchase price therefor shall have been received by the Trustee, acting as Tender Agent, by 1:00 p.m., New York time, on the Bond Purchase Date, the Trustee such new Bonds shall not be obligated to accept such amount after such time. The Trustee will immediately notify delivered by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of any such failure to receive the Purchase Price for such Bonds. On the Bond Purchase Date, the Trustee shall notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of the amount of funds held by the Trustee as of 10:30 a.m., New York2:00 p.m., New York time, on such date constituting ; and (ii) in the Purchase Price of the Bonds remarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Trustee shall hold all money delivered to it for the purchase case of Bonds (including any remarketing proceeds or proceeds of draws on the Credit Facilitywhich are being purchased pursuant to Section 4.02(a)(i) in trust in a non- commingled account to be known as the “Bond Purchase Fund” for the benefit of the person or entity which shall have so delivered hereof, such money until the new Bonds purchased with such money shall have been delivered to or for the account of such person. Such money shall be held uninvested delivered by 4:00 p.m., New York time. Notwithstanding any other provision of this Indenture, except as directed in writing by the Credit Facility Provider and then only in Permitted Investments of the type described in clauses (a) and (b) of the definition thereof. The Issuer and the Borrower shall not have any rightconnection with a mandatory tender under Section 4.02, title or interest in such money. (e) If all of the Bank Bonds shall have been called for redemption during any period when the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, the Bonds may continue to be remarketed until only if and to the redemption date, provided extent that the purchasers payment of such Bonds are given notice (immediately after the remarketing thereof), whether upon tender, maturity, interest payment date, redemption, acceleration or otherwise, will be secured by the Letter of Credit issued by the call for redemption prior Bank, unless a Letter of Credit is no longer required to purchase of any support such Bonds. (f) Anything herein to the contrary notwithstanding, no Bonds shall be purchased or remarketed pursuant to this Section if an Event of Default hereunder shall have occurred and be continuing and would not be cured as a result of such tender and remarketing of the Bonds or following a declaration of acceleration of the Bonds; nor shall any Bond be purchased pursuant to this Section if such Bond is registered in the name of the Issuer, the Borrower or the Credit Facility Provider, or known by the Trustee (the Trustee shall have no duty to inquire as to any such nominees) to be registered in the name of any general partner, member or guarantor of the Borrower or any nominee of the Issuer, the Borrower, the Credit Facility Provider, or any such general partner, member or guarantor of the Borrower unless the Credit Facility will be in full force and effect after such purchase with respect to such Bonds after such purchase, nor shall any Bond be purchased if, following a failed remarketing pursuant to the provisions of this Section, the Trustee does not have sufficient proceeds to pay the Purchase Price to tendering Holders of the Bonds, taking into account draws from any incoming or outgoing Credit Facility and Eligible Funds received from the Borrower pursuant to Section 5.4(b) hereof. In the event of such failed remarketing, the Bonds shall remain Outstanding in the Interest Rate Mode in effect immediately preceding the related Mandatory Tender Date.

Remarketing of Bonds. (a) Upon By 11:00 a.m., New York time, on the receipt by date the Trustee receives notice from any Bondholder in accordance with Section 4.01(a) hereof, and promptly, but in no event later than 11:30 a.m., New York time, on the Business Day following the day on which the Trustee receives notice from any Bondholder of its demand to have the Trustee purchase Bonds pursuant to Section 4.01(b) hereof, the Trustee shall give facsimile or telephonic notice, confirmed in writing thereafter, to the Remarketing Agent specifying the principal amount of any Bonds which such Bondholder has demanded to have purchased and the date on which such Bonds are demanded to be purchased, with a copy of such notice from to the Trustee that any Bondholder (Liquidity Provider or DTC ParticipantBank, as applicable, if a Liquidity Facility or Letter of Credit is in effect with respect to any Bonds in “book entry only” formsuch Bonds. (b) has delivered a Upon the giving of notice pursuant to Section 5.1(b) hereof, or upon receipt of any notice from the Trustee of Bonds deemed to have been tendered by any Bondholder in accordance with Section 4.01(a) or (b) hereof and the provisions giving of notice by the Trustee to the Remarketing Agent as provided in Section 5.24.04(a) hereof with respect to such notices, and on each date on which Bonds are to be purchased in accordance with Section 4.02 hereof, the Remarketing Agent shall offer for sale and use its reasonable best efforts to market the Bonds referred to in such notice from a Bondholder or such notice from the Trustee at a price of par plus accrued interest to the Bond Purchase Date, in accordance with the Remarketing Agreement; provided, however, that the Remarketing Agent shall not knowingly offer for sale or sell such Bonds on the date such Bonds are to the Issuer, the Borrower or any general partner, member or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the Borrower, the Credit Facility Provider or any general partner, member or guarantor of the Borrower unless the Credit Facility shall be in full force and effect after such remarketing. (b) No Bond or portion thereof tendered pursuant to Section 5.1 or Section 5.2 hereof shall be remarketed purchased at a purchase price less than equal to 100% of the principal amount thereof plus accrued interest, if any. The Remarketing Agent shall have , to the right to purchase any Bond tendered or deemed tendered date; provided that Bonds in a Term Rate Period which are then redeemable pursuant to Section 5.1 or Section 5.2 3.01(A) hereof shall be purchased at a purchase price equal to 100% of the principal amount thereofthereof plus a premium equal to the redemption premium, and if any, that would be payable if such Bonds were to thereafter be redeemed on the date they are to be purchased, together with accrued interest, if any, thereon to the date of purchase. The Remarketing Agent shall not sell such Bondany Bonds to the Issuer or the Borrower. Any such purchase shall constitute a remarketing hereunder.40 (c) By 4:00 Not later than 1:00 p.m., New YorkYork time, New York time on the Business Day immediately prior to each Bond Purchase Date (other than in preceding the case of the exercise of an optional tender right when the date on which Bonds are in Daily Interest Rate Mode) to be purchased pursuant to Section 4.01 or by 10:00 Section 4.02 hereof, or not later than 10:45 a.m., New YorkYork time, New York time on the Bond Purchase Date (in the case of the exercise of an optional tender right when the Business Day on which Bonds are in Daily Interest Rate Modeto be purchased pursuant to Section 4.01(a), as applicable, the Remarketing Agent shall give (i) facsimile or telephonic notice, promptly confirmed in writing and transmitted by facsimile, notice to the Trustee, the Borrower and the Credit Facility Provider stating the principal amount of Bonds that have been remarketed successfullyacting as Tender Agent, specifying the names, addresses, addresses and taxpayer identification numbers of the purchasers of, and the principal amount and denominations of, and, with respect to such BondsBonds which are being purchased pursuant to Section 4.02(a)(i) hereof, if any, the Flexible Segments and the Flexible Rates for which such Bonds remarketed by it pursuant to subsection (b) hereof and shall transfer all remarketing proceeds it has found purchasers received to that time to the Trustee, acting as of such dateTender Agent, and shall specify the Purchase Price at amount of remaining remarketing proceeds it will provide to the Trustee on the date on which the Bonds are to be sold purchased, as set forth in Section 4.04(d) hereof and (which shall be par plus ii) telephonic notice to the Borrower and the Trustee, acting as Tender Agent, of the principal amount of and accrued interest to the Bond Purchase Date)on any such Bonds not remarketed by such time. (d) The Upon the giving of the notice specified in Section 4.04(c)(i) hereof, the Remarketing Agent shall be obligated to deliver to the Trustee, no later than 10:30 a.m.acting as Tender Agent, New Yorkthe remaining amount of remarketing proceeds specified in such notice to be received, as follows: (i) in the case of Bonds which are being purchased pursuant to Section 4.01 or 4.02(a)(ii), (iii), (iv) or (v) hereof, by 1:00 p.m., New York time, on the Bond Purchase Datepurchase date; and (ii) in the case of Bonds which are being purchased pursuant to Section 4.02(a)(i) hereof, in immediately available fundsby 3:00 p.m., New York time, on the remarketing proceeds purchase date, subject only to the extent the timely delivery of Bonds have been successfully remarketed. Upon receipt by the Trustee of such amount from the Remarketing Agent, the Trustee, shall transfer the registered ownership of the Bonds to the respective new purchasers acting as Tender Agent, as set forth in Section 4.04(e) hereof and deliver such Bonds to such purchasers upon deposit of the Purchase Price with the Trustee. The Trustee shall hold all Bonds delivered to it in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. The Trustee shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Sections 5.1 or 5.2 hereof. In the event that verification by the Remarketing Agent or any purchaser that shall have been identified such Bonds conform to the instructions contained in the notice given by the Remarketing Agent to the Trustee shall fail to pay the Purchase Price for any Bonds prior to 10:30 a.m., New York, New York time, on the Bond Purchase Date, the Trustee shall not be obligated to accept such amount after such time. The Trustee will immediately notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of any such failure to receive the Purchase Price for such Bonds. On the Bond Purchase Date, the Trustee shall notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of the amount of funds held by the Trustee as of 10:30 a.m., New York, New York time, on such date constituting the Purchase Price of the Bonds remarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Trustee shall hold all money delivered to it for the purchase of Bonds (including any remarketing proceeds or proceeds of draws on the Credit Facility) in trust in a non- commingled account to be known as the “Bond Purchase Fund” for the benefit of the person or entity which shall have so delivered such money until the Bonds purchased with such money shall have been delivered to or for the account of such person. Such money shall be held uninvested except as directed in writing by the Credit Facility Provider and then only in Permitted Investments of the type described in clauses (a) and (b) of the definition thereof. The Issuer and the Borrower shall not have any right, title or interest in such money. (e) If all of the Bonds shall have been called for redemption during any period when the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, the Bonds may continue to be remarketed until the redemption date, provided the purchasers of such Bonds are given notice of the call for redemption prior to purchase of any Bonds. (f) Anything herein to the contrary notwithstanding, no Bonds shall be purchased or remarketed pursuant to this Section if an Event of Default hereunder shall have occurred and be continuing and would not be cured as a result of such tender and remarketing of the Bonds or following a declaration of acceleration of the Bonds; nor shall any Bond be purchased pursuant to this Section if such Bond is registered in the name of the Issuer, the Borrower or the Credit Facility Provider, or known by the Trustee (the Trustee shall have no duty to inquire as to any such nominees) to be registered in the name of any general partner, member or guarantor of the Borrower or any nominee of the Issuer, the Borrower, the Credit Facility Provider, or any such general partner, member or guarantor of the Borrower unless the Credit Facility will be in full force and effect after such purchase with respect to such Bonds after such purchase, nor shall any Bond be purchased if, following a failed remarketing pursuant to the provisions of this Section, the Trustee does not have sufficient proceeds to pay the Purchase Price to tendering Holders of the Bonds, taking into account draws from any incoming or outgoing Credit Facility and Eligible Funds received from the Borrower pursuant to Section 5.4(b4.04(c) hereof. In the event of such failed remarketing, the Bonds shall remain Outstanding in the Interest Rate Mode in effect immediately preceding the related Mandatory Tender Date.

Remarketing of Bonds. On (a) Upon the receipt by eighth Business Day prior to each Bond Purchase Date while the Bonds bear interest at the Quarterly Interest Rate, the Semiannual Interest Rate, the Annual Interest Rate or the Five-Year Interest Rate, or (b) the fifth Business Day prior to each Bond Purchase Date while the Bonds bear interest at the Monthly Interest Rate, or (c) the seventh calendar day prior to each Bond Purchase Date or the next succeeding Business Day if such seventh day is not a Business Day while the Bonds bear interest at the Weekly Interest Rate, or (d) on each Business Day while the Bonds bear interest at the Daily Interest Rate, the Trustee shall give notice to the Remarketing Agent by telephone or telecopy, confirmed on the same day in writing, that states (i) the name and address of any each Holder that has given notice from the Trustee that any Bondholder (or DTC Participant, of exercise of an option with respect to any such Bond Purchase Date as provided in paragraph (c) of Section 3.06 hereof, and the principal amount of Bonds in “book entry only” formto be tendered by such Holder or deemed tendered by such Holder, and (ii) has delivered a notice the aggregate principal amount of Bonds that are deemed to be tendered pursuant to Section 5.1(b) Sections 3.07 and 3.08 hereof, or upon receipt of any notice from the Trustee of Bonds deemed to have been tendered in accordance with the provisions of Section 5.2, the . The Remarketing Agent shall offer for sale and use its best efforts to market sell all Bonds tendered pursuant to Sections 3.06 and 3.07 hereof for settlement on the Bonds referred to in such notice from a Bondholder or such notice from the Trustee at a price of par plus accrued interest to the applicable Bond Purchase Date, in accordance with Date at par. The Remarketing Agent shall have the Remarketing Agreementright to remarket any Bond (or portion thereof) tendered pursuant to Sections 3.06 and 3.07 hereof; provided, however, that the Remarketing Agent shall not knowingly offer for sale or sell no such Bonds to the Issuer, the Borrower or any general partner, member or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the Borrower, the Credit Facility Provider or any general partner, member or guarantor of the Borrower unless the Credit Facility shall be in full force and effect after such remarketing. (b) No Bond or portion thereof tendered pursuant to Section 5.1 or Section 5.2 hereof shall be remarketed at a price less than 100% of the principal amount thereof plus accrued interest, interest (if any) without the prior written consent of the Company and the Bank. The Remarketing Agent shall have the right to purchase any Bond tendered or deemed tendered pursuant to Section 5.1 Sections 3.06 or Section 5.2 3.07 hereof at 100% of the principal amount thereof, thereof plus accrued interest (if any) and to thereafter sell such Bond. Any such purchase shall constitute a remarketing hereunder. . The Remarketing Agent shall not remarket any Bond to the Issuer, the Company, any guarantor of the Bonds (cexcluding the Bank) By 4:00 p.m., New York, New York or any person that is an "insider" of the Company or any such guarantor within the meaning of the United States Bankruptcy Code. No later than 10:00 a.m. according to the local time at the Operations Office of the Trustee on the Business Day immediately prior to each Bond Purchase Date (other than in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Mode) or by 10:00 a.m., New York, New York time on the Bond Purchase Date (in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Mode)Date, the Remarketing Agent shall give telephonic notice, promptly confirmed in writing and transmitted by facsimile, (i) pay to the Trustee, the Borrower and the Credit Facility Provider stating the principal amount of Bonds that have been remarketed successfully, specifying the names, addresses, and taxpayer identification numbers of the purchasers of, and the principal amount and denominations of, such Bonds, if any, for which it has found purchasers as of such date, and the Purchase Price at which the Bonds are to be sold (which shall be par plus accrued interest to the Bond Purchase Date). (d) The Remarketing Agent shall deliver to the Trustee, no later than 10:30 a.m., New York, New York time, on the Bond Purchase Date, in immediately available funds, the remarketing proceeds to the extent the Bonds have been successfully remarketed. Upon receipt by the Trustee of such amount from the Remarketing Agent, the Trustee, shall transfer the registered ownership of the Bonds to the respective new purchasers and deliver such Bonds to such purchasers upon deposit of the Purchase Price with the Trustee. The Trustee shall hold all Bonds delivered to it in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. The Trustee shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Sections 5.1 or 5.2 hereof. In the event that the Remarketing Agent or any purchaser that shall have been identified theretofore received by the Remarketing Agent to from the Trustee shall fail remarketing of Bonds tendered for purchase on such Bond Purchase Date, or (ii) cause the purchasers of the remarketed Bonds to pay the Purchase Price for directly to the Trustee in immediately available funds. The proceeds from the remarketing of the Bonds shall be segregated from any Bonds prior funds of the Company or the Issuer and shall in no case be considered to 10:30 a.m.be or be assets of the Company or the Issuer. In compliance with the provisions of Section 4.09(a), New Yorkthere shall be deposited into an account with the Trustee, New York timeseparate and segregated from the Bond Fund (herein referred to as the "Remarketing Account"), on the each Bond Purchase Date, the Trustee shall not be obligated to accept such amount after such time. The Trustee will immediately notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of any such failure to receive the Purchase Price for such Bonds. On the Bond Purchase Date, the Trustee shall notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of the amount of funds held remarketing proceeds received by the Trustee as of 10:30 a.m., New York, New York time, on such date constituting the Purchase Price of the Bonds remarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Trustee shall hold all money delivered to it for the purchase of Bonds (including any remarketing proceeds or proceeds of draws on the Credit Facility) in trust in a non- commingled account to be known as the “Bond Purchase Fund” for the benefit of the person or entity which shall have so delivered such money until the Bonds purchased with such money shall have been delivered to or for the account of such person. Such money shall be held uninvested except as directed in writing by the Credit Facility Provider and then only in Permitted Investments of the type described in clauses (a) and (b) of the definition thereof. The Issuer and the Borrower shall not have any right, title or interest in such money. (e) If all of the Bonds shall have been called for redemption during any period when the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, the Bonds may continue to be remarketed until the redemption date, provided the purchasers of such Bonds are given notice of the call for redemption prior to purchase of any Bonds. (f) Anything herein to the contrary notwithstanding, no Bonds shall be purchased or remarketed pursuant to this Section plus, if an Event necessary, any moneys from a draw on the Letter of Default hereunder shall have occurred and be continuing and would not be cured as a result of such tender and remarketing of the Bonds or following a declaration of acceleration of the Bonds; nor shall any Bond be purchased pursuant to this Section if such Bond is registered in the name of the Issuer, the Borrower or the Credit Facility Provider, or known by the Trustee (the Trustee shall have no duty to inquire as to any such nominees) to be registered in the name of any general partner, member or guarantor of the Borrower or any nominee of the Issuer, the Borrower, the Credit Facility Provider, or any such general partner, member or guarantor of the Borrower unless the Credit Facility will be in full force and effect after such purchase with respect to such Bonds after such purchase, nor shall any Bond be purchased if, following a failed remarketing pursuant to the provisions of this Section, the Trustee does not have sufficient proceeds used to pay the Purchase Price of tendered Bonds. The Trustee shall use the amounts deposited in the Remarketing Account to tendering Holders pay the Purchase Price of tendered Bonds. If the Trustee fails to receive moneys pursuant to a draw properly made on the Letter of Credit to pay the Purchase Price of tendered Bonds, taking into account draws from (a) any incoming or outgoing Credit Facility amount paid by the Bank on such draw shall be deposited in the Bond Fund and Eligible Funds received from the Borrower (b) pursuant to Section 5.4(b) 8.02 hereof. In the event of such failed remarketing, the Trustee shall declare the Bonds shall remain Outstanding in the Interest Rate Mode in effect immediately preceding the related Mandatory Tender Dateto be due and payable.

Remarketing of Bonds. (a) Upon the receipt by the Remarketing Agent of any notice from the Trustee Tender Agent that any Bondholder (or DTC Participant, with respect to any Bonds in “book book-entry only” form) has delivered a notice Tender Notice pursuant to Section 5.1(b) 10.01 hereof, or upon receipt of any notice from the Trustee of Bonds deemed to have been tendered in accordance with the provisions of Section 5.22.02(c), 2.02(d) or 2.13, the Remarketing Agent shall offer for sale and use its best efforts to market the Bonds referred to in such notice from a Bondholder Tender Notice or such notice from the Trustee (which shall be deemed to be a Tender Notice as provided in Section 10.01) at a price of par plus accrued interest to the Bond Purchase Settlement Date, in accordance with the Remarketing Agreement; provided, however, that the Remarketing Agent shall not knowingly offer for sale or sell such Bonds to the Issuer, the Borrower or any general partner, member or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the Borrower, the Credit Facility Provider or any general partner, member or guarantor of the Borrower unless the Credit Facility shall be in full force and effect after such remarketing. (b) No Bond or portion thereof tendered pursuant to Section 5.1 or Section 5.2 hereof shall be remarketed at a price less than 100% of the principal amount thereof plus accrued interest, if any. The Remarketing Agent shall have the right to purchase any Bond tendered or deemed tendered pursuant to Section 5.1 or Section 5.2 hereof at 100% of the principal amount thereof, and to thereafter sell such Bond. Any such purchase shall constitute a remarketing hereunder. (c) By 4:00 p.m., New York, New York time on On the Business Day immediately prior to each Bond Purchase Settlement Date (other than in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Mode) or by 10:00 a.m.each, New York, New York time on the Bond Purchase Date (in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Modea “Remarketing Date”), the Remarketing Agent shall give telephonic notice, promptly confirmed in writing and transmitted by facsimilefacsimile or Electronic Notice, to the Trustee, the Tender Agent, the Borrower and the Credit Facility Provider by 11:00 a.m., Washington, D.C. time, stating the principal amount of tendered Bonds that have been remarketed successfully, specifying the names, addresses, and taxpayer identification numbers of the purchasers of, and the principal amount and denominations of, such Bonds, if any, for which it has found purchasers as of such dateRemarketing Date, and the Purchase Price at which the Bonds are to be sold (which shall be par plus accrued interest to the Bond Purchase Settlement Date). (d) . The Remarketing Agent shall instruct such purchasers to deliver to the TrusteeTender Agent, no later than 10:30 9:30 a.m., New YorkWashington, New York D.C. time, on the Bond Purchase Settlement Date, in immediately available funds, the remarketing proceeds to the extent the Bonds have been successfully remarketed. Upon receipt by the Trustee Tender Agent of such amount from such purchasers, the Remarketing Tender Agent, the Trusteeas co-authenticating agent, shall transfer the registered ownership of the Bonds to the respective new purchasers and deliver such Bonds to such purchasers upon deposit of the Purchase Price with the TrusteeTender Agent. The Trustee Tender Agent shall hold all Bonds delivered to it in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders. The Trustee Tender Agent shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Sections 5.1 or 5.2 hereofSection 10.01. In the event that the Remarketing Agent or any purchaser that which shall have been identified by the Remarketing Agent to the Trustee and the Tender Agent shall fail to pay the Purchase Price for any Bonds prior to 10:30 10:00 a.m., New YorkWashington, New York D.C. time, on the Bond Purchase Settlement Date, the Trustee Tender Agent shall not be obligated to accept such amount after such time. The Trustee Tender Agent will immediately notify by telephonetelephone the Trustee, the Credit Facility Provider, the Borrower and the Remarketing Agent of any such failure to receive the Purchase Price for such Bonds. On the Bond Purchase Settlement Date, the Trustee Tender Agent shall notify by telephonetelephone the Trustee, the Credit Facility Provider, the Borrower and the Remarketing Agent of the amount of funds held by the Trustee Tender Agent as of 10:30 10:00 a.m., New YorkWashington, New York D.C. time, on such date constituting the Purchase Price of the Bonds remarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Trustee Tender Agent shall hold all money delivered to it for the purchase of Bonds (including any remarketing proceeds or proceeds of draws on the Credit Facility) in trust in a non- non-commingled account to be known as the “Bond Purchase Fund” for the benefit of the person Person or entity which shall have so delivered such money until the Bonds purchased with such money shall have been delivered to or for the account of such personPerson. Such money shall be held uninvested except as directed in writing by the Credit Facility Provider and then only in Permitted Qualified Investments of the type described in clauses (a) and (b) of the definition thereof. The Issuer and the Borrower shall not have any right, title or interest in such money. (e) If all of the Bonds shall have been called for redemption during any period when the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, the Bonds may continue to be remarketed until the redemption date, provided the purchasers of such Bonds are given notice of the call for redemption prior to purchase of any Bonds. (f) Anything herein to the contrary notwithstanding, no Bonds shall be purchased or remarketed pursuant to this Section if an Event of Default hereunder shall have occurred and be continuing and would not be cured as a result of such tender and remarketing of the Bonds or following a declaration of acceleration of the Bonds; nor shall any Bond be purchased pursuant to this Section if such Bond is registered in the name of the Issuer, the Borrower or the Credit Facility Provider, or known by the Trustee (the Trustee shall have no duty to inquire as to any such nominees) to be registered in the name of any general partner, member or guarantor of the Borrower or any nominee of the Issuer, the Borrower, the Credit Facility Provider, or any such general partner, member or guarantor of the Borrower unless the Credit Facility will be in full force and effect after such purchase with respect to such Bonds after such purchase, nor shall any Bond be purchased if, following a failed remarketing pursuant to the provisions of this Section, the Trustee does not have sufficient proceeds to pay the Purchase Price to tendering Holders of the Bonds, taking into account draws from any incoming or outgoing Credit Facility and Eligible Funds received from the Borrower pursuant to Section 5.4(b) hereof. In the event of such failed remarketing, the Bonds shall remain Outstanding in the Interest Rate Mode in effect immediately preceding the related Mandatory Tender Date.and