Common use of Special Redemption Clause in Contracts

Special Redemption. (a) If (i) the Escrow Release Conditions are not satisfied on or before the date that is 180 days after the Issue Date (such date, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, on the Notes to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or in the event the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to, but not including, the Special Redemption Date. (d) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice to the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption Price.

Special Redemption. (a) If (i) all the Escrow Release Conditions are Transactions have not satisfied been consummated on or before the date that is 180 days after the Issue Date (such date, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, on the Notes to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or in the event the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall, on the Special Redemption Date, redeem and retire (the "Special Redemption") all of the Securities for a price equal to 100% of their principal amount plus accrued and unpaid interest thereon through the Special Redemption Date, as follows: (a) Upon issuance of the Initial Securities, the Company shall irrevocably deposit with deliver the Trustee funds net proceeds from the sale of the Initial Securities to the Securities Intermediary. The Securities Intermediary shall use such net proceeds to purchase Cash Equivalents, as directed by the Company. The Company shall simultaneously deliver to the Securities Intermediary additional cash for the purchase of additional Cash Equivalents in an amount sufficient, together with the Cash Equivalents purchased with the net proceeds from of the offering of the Notes held Initial Securities, for the full payment of the principal amount of all of the Securities, all interest that shall accrue thereon until and through the Special Redemption Date and the Securities Intermediary's customary fees. The Securities Intermediary shall deposit all Cash Equivalents so purchased into a securities account (the "Special Redemption Account") maintained at the Securities Intermediary. (b) If the Hilton Distribution has not been consummated on or before the Special Redemption Date, the Securities Intermediary shall immediately liquidate the Cash Equivalents in the Escrow Special Redemption Account (which and the Escrow Agent Trustee shall deliver use the proceeds therefrom and any additional funds to redeem and retire all of the Trustee)Securities, for a price equal to 100% of their principal amount plus accrued and unpaid interest thereon through the Special Redemption Date, and to pay the Securities Intermediary's and the Trustee's customary fees with such proceeds. Any remaining proceeds after such redemption and retirement of the Securities and payment of the Securities Intermediary's and the Trustee's fees shall be delivered promptly to the Company. (c) If the Hilton Distribution has been consummated on or before the Special Redemption Price Date and the Trustee has released its security interest in the Special Redemption Account in accordance with Section 12.01, but all of the Transactions have not been consummated on or prior to the Special Redemption Date, the Company shall, on the Special Redemption Date, deposit sufficient cash with the Trustee for the Notes, together with payment in full of the principal amount of all of the Securities and all interest that shall have accrued thereon through the Special Redemption Date. The Trustee shall immediately use such cash to redeem and retire all of the Securities for a price equal to 100% of their principal amount plus accrued and unpaid interestinterest thereon through the Special Redemption Date. If the Company does not deposit such cash with the Trustee on the Special Redemption Date, the Securities shall bear interest at the rate of 7 7/8% per annum plus Additional Interest, if any, on the Notes to, but not including, from the Special Redemption DateDate to the date that the Company redeems and retires all of the Securities for a price equal to 100% of their principal amount plus accrued and unpaid interest thereon through the date of redemption. (d) If the Company or holders of more than 25% in aggregate principal amount The Company's obligations under this Section 11.09 shall be covenants of the then outstanding Notes give notice to the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writingCompany. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption Price.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2021A Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part, at any time on or before April 1, 2024 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2021A Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2021 Series A Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2021A Bonds in the relevant Interest Payment Date2021 Series A Restricted Loan Subaccount. (b) The Company will promptly (but In accordance with and for purposes of Section 5.3(e) hereof, the 2021B Bonds are subject to special redemption prior to maturity, in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, whole or in the event the Company determines that it will not be able for part, at any reason to satisfy the Escrow Release Conditions, time on or before April 1, 2024 pursuant to an Authority Request filed with the Repayment DeadlineTrustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date as may be selected in accordance with Section 5.3(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, and include in such notice all at a Redemption Price equal to 100% of the information required under Section 3.03(b)Aggregate Principal Amount of the 2021B Bonds or portions thereof to be so redeemed, and together with accrued interest to the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification redemption, from amounts transferred to the Holders, 2021 Series B Subaccount of the “Class I Special Redemption Notice Date”), notify Account from any unexpended proceeds of the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company 2021B Bonds in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes2021 Series B Restricted Loan Subaccount. (c) At or The 2021A Bonds are subject to special redemption prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit maturity pursuant to an Authority Request filed with the Trustee funds sufficient, together confirming that such redemption is consistent with the net proceeds from the offering most recently filed Cash Flow Statement, in whole or in part, at any time, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the Notes held in Aggregate Principal Amount of the Escrow Account (which the Escrow Agent shall deliver 2021A Bonds or portions thereof to the Trustee), to pay the Special Redemption Price for the Notesbe so redeemed, together with accrued interest to the date of redemption from and unpaid interest, if any, to the extent there are moneys and/or Investment Securities in the 2021 Series A subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2021 Series A subaccount of the Revenue Fund and available to be transferred to the 2021 Series A subaccount of the Class I Special Redemption Account on or before the Notes today that notice of redemption is given pursuant to Section 3.4 hereof, but not including, including moneys or Investment Securities in such subaccounts from the Special Redemption Dateproceeds of refunding bonds or from other moneys of the Authority deposited into the Revenue Fund pursuant to the last sentence of Section 4.6(a) of the Master Indenture. (d) If The 2021B Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Company Trustee confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in whole or holders in part, at any time, upon notice as provided in Section 3.4 of more than 25this Series Indenture, at a Redemption Price equal to 100% in aggregate principal amount of the then outstanding Notes give notice Aggregate Principal Amount of the 2021B Bonds or portions thereof to be so redeemed, together with accrued interest to the Trustee date of redemption from and to the extent there are moneys and/or Investment Securities in the 2021 Series B subaccount of the Class I Special Redemption Account (other than as described in paragraph (b) above) and/or in the 2021 Series B subaccount of the Revenue Fund and available to be transferred to the 2021 Series B subaccount of the Class I Special Redemption Account on or before the day that a Default or Event notice of Default has occurred redemption is given pursuant to Section 6.01 hereof and is continuing3.4 hereof, but not including moneys or Investment Securities in such subaccounts from the Trustee shall notify proceeds of refunding bonds or from other moneys of the Escrow Agent in writingAuthority deposited into the Revenue Fund pursuant to the last sentence of Section 4.6(a) of the Master Indenture. (e) If all outstanding Notes become due The 2021A Bonds are subject to special redemption prior to maturity, in whole or in part, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the Aggregate Principal Amount of the 2021A Bonds or portions thereof to be so redeemed, together with accrued interest to the date of redemption, if and payable immediately to the extent that the Reserves at Green Valley Ranch Risk Share Program Loan has not been finally endorsed for insurance by the Federal Housing Administration under Section 542(c) of the Housing and Community Development Act of 1992, as a result of an acceleration pursuant amended, by the Risk-Share Insurance Delivery Date (or such later date to Section 6.02 hereof, which the Trustee will notify the Escrow Agent Authority may consent in writing. (f) Any ). At any time prior to the date on which notice of redemption pursuant to this paragraph (d) of Section 3.09 3.1 must be given as provided in Section 3.4 of this Series Indenture, the Authority may extend the applicable special redemption date by providing an Authority Request filed with the Trustee of any extension of such special redemption date, along with a Confirmation from the Rating Agency of the then-current rating on the 2021A Bonds, provided that the Borrower shall be required to (i) deposit funds for the credit of the 2021 Series A subaccount of the Negative Arbitrage Account in an amount, taking into account amounts already on deposit therein, sufficient to pay interest due on the 2021A Bonds to the extended special redemption date (the “Extension Deposit”), and (ii) deliver to the Authority, the Trustee and the Rating Agency a Cash Flow Statement establishing the sufficiency of the Extension Deposit. Extension Deposits may continue to be made by or on behalf of the Borrower until the Risk-Share Insurance Delivery Date occurs or the Borrower declines to make an Extension Deposit resulting in the special redemption, at the direction of the Authority, pursuant to Section 3.3(a) hereof; provided, however, the provisions special redemption date may not be extended to a date that is later than the third anniversary of Sections 3.04 and 3.05 hereof. (g) In no event the Closing Date unless prior to any extension beyond such date there shall be filed with the Trustee have any and the Authority an opinion of Bond Counsel to the effect that such extension will not adversely affect the exclusion of interest on the 2021A Bonds from gross income for federal income tax purposes. The cost of such opinion shall be the sole obligation and responsibility for determining or verifying the accuracy of the Special Mandatory Redemption PriceBorrower.

Special Redemption. (a) If (i) the Escrow Release Conditions are not satisfied on or before the date that is 180 days after the Issue Date (such dateThe 2073 Bonds shall also be redeemable, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in as a whole but not in part, all at 125% of the outstanding Notes in cash at a redemption price principal amount of the 2073 Bonds (the “Special Redemption Price”) of 98.000% in the event that (i) all the outstanding common stock of the aggregate principal amount Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the Notesbonds of all series, plus the redemption date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Indenture as a first lien shall be released from the lien of the Indenture pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject ) specified therein applicable to the rights redemption thereof upon the happening of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or in such event. In the event the Company determines that it will not be able for of any reason to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to, but not including, the Special Redemption Date. (d) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice to the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 4(e) hereof, the Company has agreed that before any such redemption date, the Company will deposit with the Trustee a sum of money equal to the Special Redemption Price. Any notice of redemption pursuant to this Section 4(e) hereof shall be made pursuant delivered or given not less than 30 nor more than 90 days prior to the provisions redemption date to the holders of Sections 3.04 2073 Bonds to be redeemed (which, as long as the 2073 Bonds are held in the book-entry only system, will be the Depositary, its nominee or a successor depositary). If the redemption notice is given and 3.05 hereof. (g) funds deposited as required, then interest will cease to accrue from and after the redemption date on all or such portions of the 2073 Bonds so called for redemption. In no the event shall of any such redemption, the Company will notify the Trustee have any responsibility for determining of its election at least 45 days prior to the redemption date (or verifying a shorter period acceptable to the accuracy Trustee). The Company will provide the Trustee a reasonably detailed computation of the Special Mandatory Redemption PricePrice with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

Special Redemption. (a) If (i) the Escrow Release Conditions are not satisfied on or before the date that is 180 days after the Issue Date (such dateThe 2074 Bonds shall also be redeemable, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in as a whole but not in part, all at 125% of the outstanding Notes in cash at a redemption price principal amount of the 2074 Bonds (the “Special Redemption Price”) of 98.000% in the event that (i) all the outstanding common stock of the aggregate principal amount Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the Notesbonds of all series, plus the redemption date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Indenture as a first lien shall be released from the lien of the Indenture pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject ) specified therein applicable to the rights redemption thereof upon the happening of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or in such event. In the event the Company determines that it will not be able for of any reason to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to, but not including, the Special Redemption Date. (d) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice to the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 4(e) hereof, the Company has agreed that before any such redemption date, the Company will deposit with the Trustee a sum of money equal to the Special Redemption Price. Any notice of redemption pursuant to this Section 4(e) hereof shall be made pursuant delivered or given not less than 30 nor more than 90 days prior to the provisions redemption date to the holders of Sections 3.04 2074 Bonds to be redeemed (which, as long as the 2074 Bonds are held in the book-entry only system, will be the Depositary, its nominee or a successor depositary). If the redemption notice is given and 3.05 hereof. (g) funds deposited as required, then interest will cease to accrue from and after the redemption date on all or such portions of the 2074 Bonds so called for redemption. In no the event shall of any such redemption, the Company will notify the Trustee have any responsibility for determining of its election at least 45 days prior to the redemption date (or verifying a shorter period acceptable to the accuracy Trustee). The Company will provide the Trustee a reasonably detailed computation of the Special Mandatory Redemption PricePrice with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2023B Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part, at any time on or before October 1, 2026 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2023B Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2023 Series B Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2023B Bonds in the relevant Interest Payment Date2023 Series B Restricted Loan Subaccount. (b) The Company will promptly (but In accordance with and for purposes of Section 5.3(e) hereof, the 2023C Bonds are subject to special redemption prior to maturity, in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, whole or in the event the Company determines that it will not be able for part, at any reason to satisfy the Escrow Release Conditions, time on or before October 1, 2026 pursuant to an Authority Request filed with the Repayment DeadlineTrustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date as may be selected in accordance with Section 5.3(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, and include in such notice all at a Redemption Price equal to 100% of the information required under Section 3.03(b)Aggregate Principal Amount of the 2023C Bonds or portions thereof to be so redeemed, and together with accrued interest to the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification redemption, from amounts transferred to the Holders, 2023 Series C Subaccount of the “Class I Special Redemption Notice Date”), notify Account from any unexpended proceeds of the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company 2023C Bonds in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes2023 Series C Restricted Loan Subaccount. (c) At or The 2023B Bonds are subject to special redemption prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit maturity pursuant to an Authority Request filed with the Trustee funds sufficient, together confirming that such redemption is consistent with the net proceeds from the offering most recently filed Cash Flow Statement, in whole or in part, at any time, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the Notes held in Aggregate Principal Amount of the Escrow Account (which the Escrow Agent shall deliver 2023B Bonds or portions thereof to the Trustee), to pay the Special Redemption Price for the Notesbe so redeemed, together with accrued interest to the date of redemption from and unpaid interest, if any, to the extent there are moneys and/or Investment Securities in the 2023 Series B subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2023 Series B subaccount of the Revenue Fund and available to be transferred to the 2023 Series B subaccount of the Class I Special Redemption Account on or before the Notes today that notice of redemption is given pursuant to Section 3.4 hereof, but not including, including moneys or Investment Securities in such subaccounts from the Special Redemption Dateproceeds of refunding bonds or from other moneys of the Authority deposited into the Revenue Fund pursuant to the last sentence of Section 4.6(a) of the Master Indenture. (d) If The 2023C Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Company Trustee confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in whole or holders in part, at any time, upon notice as provided in Section 3.4 of more than 25this Series Indenture, at a Redemption Price equal to 100% in aggregate principal amount of the then outstanding Notes give notice Aggregate Principal Amount of the 2023C Bonds or portions thereof to be so redeemed, together with accrued interest to the Trustee date of redemption from and to the extent there are moneys and/or Investment Securities in the 2023 Series C subaccount of the Class I Special Redemption Account (other than as described in paragraph (b) above) and/or in the 2023 Series C subaccount of the Revenue Fund and available to be transferred to the 2023 Series C subaccount of the Class I Special Redemption Account on or before the day that a Default or Event notice of Default has occurred redemption is given pursuant to Section 6.01 hereof and is continuing3.4 hereof, but not including moneys or Investment Securities in such subaccounts from the Trustee shall notify proceeds of refunding bonds or from other moneys of the Escrow Agent in writingAuthority deposited into the Revenue Fund pursuant to the last sentence of Section 4.6(a) of the Master Indenture. (e) If all outstanding Notes become The 2023B-1 Bonds are subject to special redemption prior to maturity, in whole or in part, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the Aggregate Principal Amount of the 2023B-1 Bonds or portions thereof to be so redeemed, together with accrued interest to the date of redemption, if and to the extent that the Sapling Grove Risk Share Program Loan has not been finally endorsed for insurance by the Federal Housing Administration under Section 542(c) of the Housing and Community Development Act of 1992, as amended, by the Risk-Share Insurance Delivery Date (or such later date to which the Authority may consent in writing). The Authority may extend the applicable special redemption date by providing an Authority Request filed with the Trustee of any extension of such special redemption date, provided that the Borrower may be required at the direction of the Authority to deposit funds for the credit of the 2023 Series B subaccount of the Negative Arbitrage Account in an amount, taking into account amounts already on deposit therein, sufficient to pay interest due and payable immediately as a result on the 2023B-1 Bonds to the extended special redemption date (the “Extension Deposit”). Extension Deposits may continue to be made by or on behalf of the Borrower until the Risk-Share Insurance Delivery Date occurs or the Borrower declines to make an acceleration Extension Deposit resulting in the special redemption, at the direction of the Authority, pursuant to Section 6.02 3.3(a) hereof; provided, however, the Trustee will notify special redemption date may not be extended to a date that is later than the Escrow Agent in writing. (f) Any redemption pursuant third anniversary of the Closing Date unless prior to this Section 3.09 any extension beyond such date there shall be made pursuant filed with the Trustee and the Authority an opinion of Bond Counsel to the provisions effect that such extension will not adversely affect the exclusion of Sections 3.04 interest on the 2023B-1 Bonds from gross income for federal income tax purposes. The cost of such opinion shall be the sole obligation and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption PriceBorrower.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2023A Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part, at any time on or before April 1, 2026 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2023A Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2023 Series A Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2023A Bonds in the relevant Interest Payment DateRestricted Loan Subaccount. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify 2023A Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Trustee and Escrow Agent confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in writing if the Escrow Release Conditions are not satisfied, whole or in part, at any time, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the event Aggregate Principal Amount of the Company determines that it will not 2023A Bonds or portions thereof to be able for any reason so redeemed, together with accrued interest to satisfy the Escrow Release Conditions, date of redemption from and to the extent there are moneys and/or Investment Securities in the 2023 Series A subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2023 Series A subaccount of the Revenue Fund and available to be transferred to the 2023 Series A subaccount of the Class I Special Redemption Account on or before the Repayment Deadlineday that notice of redemption is given pursuant to Section 3.4 hereof, and include but not including moneys or Investment Securities in such notice all subaccounts from the proceeds of refunding bonds or from other moneys of the information required under Section 3.03(b), and Authority deposited into the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification Revenue Fund pursuant to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All last sentence of Section 4.6(a) of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the NotesMaster Indenture. (c) At or The 2023A Bonds are subject to special redemption prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special maturity, in whole or in part, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering Price equal to 100% of the Notes held in Aggregate Principal Amount of the Escrow Account (which the Escrow Agent shall deliver 2023A Bonds or portions thereof to the Trustee), to pay the Special Redemption Price for the Notesbe so redeemed, together with accrued and unpaid interestinterest to the date of redemption, if anyand to the extent that the Arvada House Loan has not been finally endorsed for insurance by the Federal Housing Administration under Section 542(c) of the Housing and Community Development Act of 1992, on as amended, by the Notes to, but not including, Risk-Share Insurance Delivery Date (or such later date to which the Special Redemption DateAuthority may consent in writing). (d) If At any time prior to the Company or holders date on which notice of more than 25% redemption pursuant to this paragraph (d) of Section 3.1 must be given as provided in aggregate principal amount Section 3.4 of this Series Indenture, the Authority may extend the applicable special redemption date by providing an Authority Request filed with the Trustee of any extension of such special redemption date, along with a Confirmation from the Rating Agency of the then outstanding Notes give notice then-current rating on the 2023A Bonds, provided that the Borrower shall be required to (i) deposit funds for the credit of the 2023 Series A subaccount of the Negative Arbitrage Account in an amount, taking into account amounts already on deposit therein, sufficient to pay interest due on the 2023A Bonds to the extended special redemption date (the “Extension Deposit”), and (ii) deliver to the Authority, the Trustee that and the Rating Agency a Default Cash Flow Statement establishing the sufficiency of the Extension Deposit. Extension Deposits may continue to be made by or Event on behalf of Default has occurred the Borrower until the Risk-Share Insurance Delivery Date occurs or the Borrower declines to make an Extension Deposit resulting in the special redemption, at the direction of the Authority, pursuant to Section 6.01 hereof and is continuing3.3(a) hereof; provided, however, the special redemption date may not be extended to a date that is later than the third anniversary of the Closing Date unless prior to any extension beyond such date there shall be filed with the Trustee and the Authority an opinion of Bond Counsel to the effect that such extension will not adversely affect the exclusion of interest on the 2023A Bonds from gross income for federal income tax purposes. The cost of such opinion shall notify be the Escrow Agent in writingsole obligation and responsibility of the Borrower. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereofNotwithstanding the foregoing, the Trustee will notify the Escrow Agent in writing. (f) Any Bonds shall not be subject to redemption pursuant to this Section 3.09 shall be made pursuant prior to the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy placed in service date of the Special Mandatory Redemption PriceArvada House Housing Facility, so long as the placed in service date occurs prior to the Risk-Share Insurance Delivery Date.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2023D Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part, at any time on or before October 1, 2026 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2023D Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2023 Series D Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2023D Bonds in the relevant Interest Payment Date2023 Series D Restricted Loan Subaccount. (b) The Company will promptly (but In accordance with and for purposes of Section 5.3(e) hereof, the 2023E Bonds are subject to special redemption prior to maturity, in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, whole or in the event the Company determines that it will not be able for part, at any reason to satisfy the Escrow Release Conditions, time on or before October 1, 2026 pursuant to an Authority Request filed with the Repayment DeadlineTrustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date as may be selected in accordance with Section 5.3(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, and include in such notice all at a Redemption Price equal to 100% of the information required under Section 3.03(b)Aggregate Principal Amount of the 2023E Bonds or portions thereof to be so redeemed, and together with accrued interest to the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification redemption, from amounts transferred to the Holders, 2023 Series E Subaccount of the “Class I Special Redemption Notice Date”), notify Account from any unexpended proceeds of the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company 2023E Bonds in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes2023 Series E Restricted Loan Subaccount. (c) At or The 2023D Bonds are subject to special redemption prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit maturity pursuant to an Authority Request filed with the Trustee funds sufficient, together confirming that such redemption is consistent with the net proceeds from the offering most recently filed Cash Flow Statement, in whole or in part, at any time, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the Notes held in Aggregate Principal Amount of the Escrow Account (which the Escrow Agent shall deliver 2023D Bonds or portions thereof to the Trustee), to pay the Special Redemption Price for the Notesbe so redeemed, together with accrued interest to the date of redemption from and unpaid interest, if any, to the extent there are moneys and/or Investment Securities in the 2023 Series D subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2023 Series D subaccount of the Revenue Fund and available to be transferred to the 2023 Series D subaccount of the Class I Special Redemption Account on or before the Notes today that notice of redemption is given pursuant to Section 3.4 hereof, but not including, including moneys or Investment Securities in such subaccounts from the Special Redemption Dateproceeds of refunding bonds or from other moneys of the Authority deposited into the Revenue Fund pursuant to the last sentence of Section 4.6(a) of the Master Indenture. (d) If The 2023E Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Company Trustee confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in whole or holders in part, at any time, upon notice as provided in Section 3.4 of more than 25this Series Indenture, at a Redemption Price equal to 100% in aggregate principal amount of the then outstanding Notes give notice Aggregate Principal Amount of the 2023E Bonds or portions thereof to be so redeemed, together with accrued interest to the Trustee date of redemption from and to the extent there are moneys and/or Investment Securities in the 2023 Series E subaccount of the Class I Special Redemption Account (other than as described in paragraph (b) above) and/or in the 2023 Series E subaccount of the Revenue Fund and available to be transferred to the 2023 Series E subaccount of the Class I Special Redemption Account on or before the day that a Default or Event notice of Default has occurred redemption is given pursuant to Section 6.01 hereof and is continuing3.4 hereof, but not including moneys or Investment Securities in such subaccounts from the Trustee shall notify proceeds of refunding bonds or from other moneys of the Escrow Agent in writingAuthority deposited into the Revenue Fund pursuant to the last sentence of Section 4.6(a) of the Master Indenture. (e) If all outstanding Notes become The 2023D-1 Bonds are subject to special redemption prior to maturity, in whole or in part, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the Aggregate Principal Amount of the 2023D-1 Bonds or portions thereof to be so redeemed, together with accrued interest to the date of redemption, if and to the extent that the Residences at Durango Permanent Loan has not been finally endorsed for insurance by the Federal Housing Administration under Section 542(c) of the Housing and Community Development Act of 1992, as amended, by the Risk-Share Insurance Delivery Date (or such later date to which the Authority may consent in writing). The Authority may extend the applicable special redemption date by providing an Authority Request filed with the Trustee of any extension of such special redemption date, provided that the Borrower may be required at the direction of the Authority to deposit funds for the credit of the 2023 Series D subaccount of the Negative Arbitrage Account in an amount, taking into account amounts already on deposit therein, sufficient to pay interest due and payable immediately as a result on the 2023D-1 Bonds to the extended special redemption date (the “Extension Deposit”). Extension Deposits may continue to be made by or on behalf of the Borrower until the Risk-Share Insurance Delivery Date occurs or the Borrower declines to make an acceleration Extension Deposit resulting in the special redemption, at the direction of the Authority, pursuant to Section 6.02 3.3(a) hereof; provided, however, the Trustee will notify special redemption date may not be extended to a date that is later than the Escrow Agent in writing. (f) Any redemption pursuant third anniversary of the Closing Date unless prior to this Section 3.09 any extension beyond such date there shall be made pursuant filed with the Trustee and the Authority an opinion of Bond Counsel to the provisions effect that such extension will not adversely affect the exclusion of Sections 3.04 interest on the 2023D-1 Bonds from gross income for federal income tax purposes. The cost of such opinion shall be the sole obligation and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption PriceBorrower.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2019B Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part at any time on or before October 1, 2021 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2019B Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2019 Series B Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2019B Bonds in the relevant Interest Payment DateRestricted Loan Subaccount. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify 2019B Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Trustee and Escrow Agent confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in writing if the Escrow Release Conditions are not satisfied, whole or in part at any time, upon notice as provided in Section 3.4 of this 2019 Series B Indenture, at a Redemption Price equal to 100% of the event Aggregate Principal Amount of the Company determines that it will not 2019B Bonds or portions thereof to be able for any reason so redeemed, together with accrued interest to satisfy the Escrow Release Conditions, date of redemption from and to the extent there are moneys and/or Investment Securities in the 2019 Series B subaccount of the Class I Special Redemption Account (other than as described in paragraph (i) above) and/or in the 2019 Series B subaccount of the Revenue Fund and available to be transferred to the 2019 Series B subaccount of the Class I Special Redemption Account on or before the Repayment Deadline, and include in such day that notice all of the information required under redemption is given pursuant to Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to3.4 hereof, but not including, including moneys or Investment Securities in such subaccounts from the Special Redemption Date. (d) If the Company proceeds of refunding bonds or holders of more than 25% in aggregate principal amount from other moneys of the then outstanding Notes give notice to Authority deposited into the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 shall be made Revenue Fund pursuant to the provisions last sentence of Sections 3.04 and 3.05 hereof. (gSection 4.6(a) In no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption PriceMaster Indenture.

Special Redemption. (a) If (i) the Escrow Release Conditions are Company does not satisfied on or before the date that is 180 days after the Issue Date (such date, the “Repayment Deadline”), or (ii) consummate a Qualified Tender Offer Purchase prior to the Repayment Deadlineclose of business on December 31, 1997 (the "Special Redemption Trigger Date"), the Company determines that it will not shall be able for any reason obligated to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, redeem all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, on the Notes to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or in the event the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interestinterest thereon to the date of redemption. Any such redemption shall be effected in accordance with the provisions set forth below. On or prior to the date upon which the Notes are to be redeemed pursuant to this Section 3.08, the Company shall take all action on its part (if any, on ) required to cause the Notes to, but not including, Escrow Agent to release the Special Redemption Date. (d) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice Consideration to the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof 5(c) of the Escrow Agreement. The date upon which the redemption of Notes pursuant to this Section 3.08 shall be effected shall be a date selected by the Company which is not more than five Business Days after the Special Redemption Trigger Date. The Company shall provide the Trustee and is continuingthe Paying Agent with written notice of the redemption date no later than the first Business Day immediately following the Special Redemption Trigger Date. On the Business Day immediately following the Special Redemption Trigger Date, the Trustee Company shall notify mail or cause to be mailed, by first class mail, a notice of redemption to each Holder of Notes at such Holder's registered address. The notice shall identify the Escrow Agent in writing.Notes to be redeemed and shall state: (e1) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing.redemption date; (f2) Any the redemption price and the accrued and unpaid interest per $1,000 of principal; (3) the name and address of the Paying Agent; (4) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (5) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date and the only remaining right of the Holders of such Notes is to receive payment of the redemption price upon surrender to the Paying Agent of the Notes redeemed; (6) that the Notes are being called for redemption pursuant to this Section 3.09 shall be 3.08; and (7) that no representation is made pursuant as to the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining correctness or verifying the accuracy of the Special Mandatory Redemption PriceCUSIP number, if any, listed in such notice or printed on the Notes.

Special Redemption. (a) If (i) At the Escrow Release Conditions are not satisfied on or before end of the date that is 180 days first accrual period ending after the Issue Date fifth anniversary of the Securities’ issuance (such date, the “Repayment DeadlineAHYDO redemption date”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will redeem for cash a portion of each Security equal to the “Mandatory Principal Redemption Amount” (such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Security redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. The “Mandatory Principal Redemption Amount” will equal the portion of a Security required to redeem, in whole but not in part, all be redeemed to prevent such Security from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the outstanding Notes in cash at a redemption price Internal Revenue Code of 1986, as amended (the “Special Code”), provided in no event will such amount be less than the excess, if any of, (a) the aggregate amount of accrued and unpaid interest (including original issue discount) on the Security over (b) an amount equal to the product of the issue price of such Security (as defined in Sections 1273(b) and 1274(a) of the Code) and the yield to maturity of such Security, as such term is defined in applicable regulations of the U.S. Department of the Treasury. No partial redemption or repurchase of the Securities prior to the AHYDO redemption date pursuant to any other provision of the Indenture will alter the Company’s obligation to make the Mandatory Principal Redemption Pricewith respect to any Securities that remain outstanding on the AHYDO redemption date. | NY\1554721.15|| Adio Bond, LLC Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxx Xxxxxxxxx, XX 00000 Dear Sirs: Dynegy Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Adio Bond, LLC (the “Initial Purchaser”) of 98.000% of pursuant to the purchase agreement dated August [__], 2009 (the “Purchase Agreement”), subject to the terms and conditions stated therein, $235,000,000 aggregate principal amount of its 7.5% Senior Unsecured Notes due 2015 (the Notes“Initial Securities”). The Initial Securities will be issued under (i) a base indenture, plus accrued dated as of September 26, 1996, as amended and unpaid interestrestated as of March 23, if any1998, on the Notes toas further amended and restated as of March 14, but not including, 2001 and as supplemented through the date of redemption, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. hereof (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or in the event the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Special Redemption Notice DateBase Indenture”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by between the Company in and Wilmington Trust Company (as successor to JPMorgan Chase Bank, N.A.), as trustee (the notice “Trustee”) and (ii) a supplemental indenture establishing the Securities, to be dated as of the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Closing Date (such date, as defined below) (the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficientSupplemental Indenture” and, together with the net proceeds from Base Indenture, the offering “Indenture”), between the Company and the Trustee. As an inducement to the Initial Purchaser, the Company agrees with the Initial Purchaser, for the benefit of the Notes held in holders of the Escrow Account Initial Securities (which including, without limitation, the Escrow Agent shall deliver to Initial Purchaser) and the TrusteeExchange Securities (as defined below) (collectively the “Holders”), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to, but not including, the Special Redemption Date. (d) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice to the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption Price.follows:

Special Redemption. (a) If In the event that the Escrow Release Date has not occurred on or prior to the earlier to occur of (i) the determination by the Board of Directors of the Company, in its good faith judgment, that the Escrow Release Conditions are Date will not satisfied occur on or before prior to the Outside Date, (ii) the Acquisition Agreement having been terminated in accordance with its terms, or (iii) the Outside Date, the Issuer shall redeem each Note (the “Special Redemption”), on the date that is 180 days five Business Days after the Issue Date (such date, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price Determination (the “Special Redemption PriceDate”) of 98.000% of ), at a cash redemption price equal to the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, on interest from the Notes to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Issue Date. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or in the event the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such most recent date of notification to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At interest has been paid or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee)provided for, to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to, but not including, the Special Redemption Date. Date (d) the “Special Redemption Price”). If the Company Escrow Release Date has not occurred on or holders prior to the Date of more than 25% in aggregate principal amount Determination, upon the receipt of the then outstanding Notes give notice Date of Determination Officer Certificate and an Opinion of Counsel, to the effect that all conditions precedent provided for in this Indenture with respect to the Special Redemption have been complied with, which the Issuer is required to provide by the close of business on the next Business Day following the Date of Determination, the Trustee that will send a Default or Event notice of Default such Special Redemption on behalf of the Escrow Issuer to the Holders of the Notes (in the form provided to it by the Escrow Issuer) on the second Business Day after the Date of Determination. If the Escrow Release Date has not occurred pursuant and the Trustee has not received a Date of Determination Officer Certificate and the Opinion of Counsel described in the preceding paragraph prior to Section 6.01 hereof and is continuing5:00 pm (New York Time) on the Outside Date, the Trustee shall notify issue a notice of Special Redemption on the Escrow second Business Day following the Outside Date, which notice will specify the fifth Business Day following the Outside Date as the Special Redemption Date. Upon the deposit of funds sufficient to pay the Special Redemption Price of all Notes to be redeemed on the Special Redemption Date with the Paying Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant no later than the Business Day prior to Section 6.02 hereofsuch Special Redemption Date, the Trustee Notes will notify cease to bear interest and all rights under the Notes shall terminate. The Escrow Agent in writing. (f) Any redemption pursuant Issuer will not be required to this Section 3.09 shall be made pursuant to make a Special Redemption following the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy Release. After payment of the Special Mandatory Redemption PricePrice to the Holders of the Notes, any excess Escrow Property will be returned to the Issuer.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2020A Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part, at any time on or before May 1, 2022 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.6 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2020A Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2020 Series A Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2020A Bonds in the relevant Interest Payment DateRestricted Loan Subaccount. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify 2020A Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Trustee and Escrow Agent confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in writing if the Escrow Release Conditions are not satisfied, whole or in part, at any time, upon notice as provided in Section 3.6 of this 2020 Series A Indenture, at a Redemption Price equal to 100% of the event Aggregate Principal Amount of the Company determines that it will not 2020A Bonds or portions thereof to be able for any reason so redeemed, together with accrued interest to satisfy the Escrow Release Conditions, date of redemption from and to the extent there are moneys and/or Investment Securities in the 2020 Series A subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2020 Series A subaccount of the Revenue Fund and available to be transferred to the 2020 Series A subaccount of the Class I Special Redemption Account on or before the Repayment Deadlineday that notice of redemption is given pursuant to Section 3.6 hereof, and include but not including moneys or Investment Securities in such notice all subaccounts from the proceeds of refunding bonds or from other moneys of the information required under Section 3.03(b), and Authority deposited into the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification Revenue Fund pursuant to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All last sentence of Section 4.6(a) of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the NotesMaster Indenture. (c) At or The 2020A-1 Bonds are subject to special redemption prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special maturity, in whole or in part, upon notice as provided in Section 3.6 of this 2020 Series A Indenture, at a Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering Price equal to 100% of the Notes held in Aggregate Principal Amount of the Escrow Account (which the Escrow Agent shall deliver 2020A-1 Bonds or portions thereof to the Trustee), to pay the Special Redemption Price for the Notesbe so redeemed, together with accrued and unpaid interestinterest to the date of redemption, if any, on and to the Notes to, but extent that the Golden West Loan has not including, been finally endorsed for insurance by the Special Redemption Date. (dFederal Housing Administration under Section 542(c) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice Housing and Community Development Act of 1992, as amended, by the Risk-Share Insurance Delivery Date (or such later date to which the Authority may consent in writing). At any time prior to the Trustee that a Default or Event date on which notice of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this paragraph (c) of Section 3.09 3.1 must be given as provided in Section 3.6 of this 2020 Series A Indenture, the Authority may extend the applicable special redemption date by providing an Authority Request filed with the Trustee of any extension of such special redemption date, provided that the Borrower shall be required to (i) deposit funds for the credit of the 2020 Series A subaccount of the Negative Arbitrage Account in an amount, taking into account amounts already on deposit therein, sufficient to pay interest due on the 2020A Bonds to the extended special redemption date (the “Extension Deposit”), (ii) deliver to the Authority, the Trustee and the Rating Agency a Cash Flow Statement establishing the sufficiency of the Extension Deposit, and (iii) deliver to the Trustee a Confirmation from the Rating Agency of the then-current rating on the 2020A Bonds. Extension Deposits may continue to be made by or on behalf of the Borrower until the Risk-Sharing Insurance Delivery Date occurs or the Borrower declines to make an Extension Deposit resulting in the special redemption, at the direction of the Authority, pursuant to this Section 3.1; provided, however, the provisions special redemption date may not be extended to a date that is later than the third anniversary of Sections 3.04 and 3.05 hereof. (g) In no event the Closing Date unless prior to any extension beyond such date there shall be filed with the Trustee have any and the Authority an opinion of Bond Counsel to the effect that such extension will not adversely affect the exclusion of interest on the 2020A Bonds from gross income for federal income tax purposes. The cost of such opinion shall be the sole obligation and responsibility for determining or verifying the accuracy of the Special Mandatory Redemption PriceBorrower.

Special Redemption. (a) If In the event that the Escrow Release Date has not occurred on or prior to the earlier to occur of (i) the determination by the Board of Directors of the Company, in its good faith judgment, that the Escrow Release Conditions are Date will not satisfied occur on or before prior to the Outside Date, (ii) the Acquisition Agreement having been terminated in accordance with its terms, or (iii) the Outside Date, the Issuer shall redeem each Note (the “Special Redemption”), on the date that is 180 days five Business Days after the Issue Date (such date, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price Determination (the “Special Redemption PriceDate”) of 98.000% of ), at a cash redemption price equal to the aggregate principal amount of the Notes, plus accrued and unpaid interestinterest from the Issue Date, or from the most recent date to which interest has been paid or provided for and Additional Amounts, if any, on the Notes to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or in the event the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to, but not including, the Special Redemption Date. Date (d) the “Special Redemption Price”). If the Company Escrow Release Date has not occurred on or holders prior to the Date of more than 25% in aggregate principal amount Determination, upon the receipt of the then outstanding Notes give notice Date of Determination Officer Certificate and an Opinion of Counsel, to the effect that all conditions precedent provided for in this Indenture with respect to the Special Redemption have been complied with, which the Issuer is required to provide by the close of business on the next Business Day following the Date of Determination, the Trustee that will send a Default or Event notice of Default such Special Redemption on behalf of the Issuer to the Holders of the Notes (in the form provided to it by the Issuer) on the second Business Day after the Date of Determination. If the Escrow Release Date has not occurred pursuant and the Trustee has not received a Date of Determination Officer Certificate and the Opinion of Counsel described in the preceding paragraph prior to Section 6.01 hereof and is continuing5:00 pm (New York Time) on the Outside Date, the Trustee shall notify issue a notice of Special Redemption on the Escrow second Business Day following the Outside Date, which notice will specify the fifth Business Day following the Outside Date as the Special Redemption Date. Upon the deposit of funds sufficient to pay the Special Redemption Price of all Notes to be redeemed on the Special Redemption Date with the Paying Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant no later than the Business Day prior to Section 6.02 hereofsuch Special Redemption Date, the Trustee Notes will notify cease to bear interest and all rights under the Notes shall terminate. The Escrow Agent in writing. (f) Any redemption pursuant Issuer will not be required to this Section 3.09 shall be made pursuant to make a Special Redemption following the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy Release. After payment of the Special Mandatory Redemption PricePrice to the Holders of the Notes, any excess Escrow Property will be returned to the Issuer.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2019A Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part at any time on or before October 1, 2021 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2019A-1 Bonds and the 2019A-2 Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2019 Series A Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2019A Bonds in the relevant Interest Payment DateRestricted Loan Subaccount. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify 2019A Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Trustee and Escrow Agent confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in writing if the Escrow Release Conditions are not satisfied, whole or in part at any time, upon notice as provided in Section 3.4 of this 2019 Series A Indenture, at a Redemption Price equal to 100% of the event Aggregate Principal Amount of the Company determines that it will not 2019A Bonds or portions thereof to be able for any reason so redeemed, together with accrued interest to satisfy the Escrow Release Conditions, date of redemption from and to the extent there are moneys and/or Investment Securities in the 2019 Series A subaccount of the Class I Special Redemption Account (other than as described in paragraph (i) above) and/or in the 2019 Series A subaccount of the Revenue Fund and available to be transferred to the 2019 Series A subaccount of the Class I Special Redemption Account on or before the Repayment Deadline, and include in such day that notice all of the information required under redemption is given pursuant to Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to3.4 hereof, but not including, including moneys or Investment Securities in such subaccounts from the Special Redemption Date. (d) If the Company proceeds of refunding bonds or holders of more than 25% in aggregate principal amount from other moneys of the then outstanding Notes give notice to Authority deposited into the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 shall be made Revenue Fund pursuant to the provisions last sentence of Sections 3.04 and 3.05 hereof. (gSection 4.6(a) In no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption PriceMaster Indenture.

Special Redemption. (a) If (i) the Escrow Release Conditions i. The Bonds are not satisfied on or before the date that is 180 days after the Issue Date (such date, the “Repayment Deadline”), or (ii) subject to special redemption prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeemmaturity, in whole but not or in part, all of the outstanding Notes in cash at a redemption price (Redemption Price equal to the “Special Redemption Price”) of 98.000% of the aggregate principal amount of the Notes, thereof plus accrued and unpaid interest, if any, on the Notes to, but not including, interest thereon to the date of redemption, subject without premium, at any time, from amounts equal to moneys transferred from the 2002 Series A subaccount of the Acquisition Account to the rights 2002 Series A subaccounts of Holders of Notes the Redemption Fund. Moneys on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or deposit in the event subaccounts of the Company determines that it will not Redemption Fund shall be able for any reason used pursuant to satisfy this paragraph to redeem bonds according to Class as provided in the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice Indenture. If less than all of the information required under Section 3.03(b)2002 Series A Class I Bonds are to be redeemed in accordance with this paragraph, and then, except as otherwise directed by an Authority Request that certifies that such request is consistent with the Trustee willmost recently filed Cash Flow Statement Related to the 2002 Series A Bonds, no later than five business days following receipt of such notice from the Company (such 2002 Series A Class I Bonds shall be redeemed on a pro rata by maturity basis. ii. The Bonds are also subject to special redemption prior to maturity, in whole or in part, at a Redemption Price equal to the principal amount thereof plus accrued interest thereon to the date of notification redemption, without premium, on any date, from amounts on deposit in the 2002 Series A subaccount of the Class I Special Redemption Account. If less than all of the 2002 Series A Class I Bonds are to be redeemed in accordance with this paragraph, then, except as otherwise directed by an Authority Request that certifies that such request is consistent with the most recently filed Cash Flow Statement Related to the Holders2002 Series A Bonds, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will 2002 Series A Class I Bonds shall be redeemed at the Special Redemption Price on the date selected a pro rata by the Company in the notice maturity basis. Prior to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such each special redemption date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to, but not including, the Special Redemption Date. (d) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice to the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Paying Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy Bond Registrar of the Special Mandatory Redemption Priceestimated amounts of moneys available for special redemption in order to allow the Bond Registrar sufficient time to select Bonds for redemption and to mail redemption notices within the time periods required by the Indenture.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2021C Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part, at any time on or before April 1, 2023 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2021C Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2021 Series C Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2021C Bonds in the relevant Interest Payment Date2021 Series C Restricted Loan Subaccount. (b) The Company will promptly (but In accordance with and for purposes of Section 5.3(e) hereof, the 2021D Bonds are subject to special redemption prior to maturity, in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, whole or in the event the Company determines that it will not be able for part, at any reason to satisfy the Escrow Release Conditions, time on or before April 1, 2023 pursuant to an Authority Request filed with the Repayment DeadlineTrustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date as may be selected in accordance with Section 5.3(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, and include in such notice all at a Redemption Price equal to 100% of the information required under Section 3.03(b)Aggregate Principal Amount of the 2021D Bonds or portions thereof to be so redeemed, and together with accrued interest to the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification redemption, from amounts transferred to the Holders, 2021 Series D Subaccount of the “Class I Special Redemption Notice Date”), notify Account from any unexpended proceeds of the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company 2021D Bonds in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes2021 Series D Restricted Loan Subaccount. (c) At or The 2021C Bonds are subject to special redemption prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit maturity pursuant to an Authority Request filed with the Trustee funds sufficient, together confirming that such redemption is consistent with the net proceeds from the offering most recently filed Cash Flow Statement, in whole or in part, at any time, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the Notes held in Aggregate Principal Amount of the Escrow Account (which the Escrow Agent shall deliver 2021C Bonds or portions thereof to the Trustee), to pay the Special Redemption Price for the Notesbe so redeemed, together with accrued interest to the date of redemption from and unpaid interest, if any, to the extent there are moneys and/or Investment Securities in the 2021 Series C subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2021 Series C subaccount of the Revenue Fund and available to be transferred to the 2021 Series C subaccount of the Class I Special Redemption Account on or before the Notes today that notice of redemption is given pursuant to Section 3.4 hereof, but not including, including moneys or Investment Securities in such subaccounts from the Special Redemption Dateproceeds of refunding bonds or from other moneys of the Authority deposited into the Revenue Fund pursuant to the last sentence of Section 4.6(a) of the Master Indenture. (d) If The 2021D Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Company Trustee confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in whole or holders in part, at any time, upon notice as provided in Section 3.4 of more than 25this Series Indenture, at a Redemption Price equal to 100% in aggregate principal amount of the then outstanding Notes give notice Aggregate Principal Amount of the 2021D Bonds or portions thereof to be so redeemed, together with accrued interest to the Trustee date of redemption from and to the extent there are moneys and/or Investment Securities in the 2021 Series D subaccount of the Class I Special Redemption Account (other than as described in paragraph (b) above) and/or in the 2021 Series D subaccount of the Revenue Fund and available to be transferred to the 2021 Series D subaccount of the Class I Special Redemption Account on or before the day that a Default or Event notice of Default has occurred redemption is given pursuant to Section 6.01 hereof and is continuing3.4 hereof, but not including moneys or Investment Securities in such subaccounts from the Trustee shall notify proceeds of refunding bonds or from other moneys of the Escrow Agent in writingAuthority deposited into the Revenue Fund pursuant to the last sentence of Section 4.6(a) of the Master Indenture. (e) If all outstanding Notes become due The 2021C-1 Bonds are subject to special redemption prior to maturity, in whole or in part, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the Aggregate Principal Amount of the 2021C-1 Bonds or portions thereof to be so redeemed, together with accrued interest to the date of redemption, if and payable immediately to the extent that the Atlantis Apartments II Risk Share Program Loan has not been finally endorsed for insurance by the Federal Housing Administration under Section 542(c) of the Housing and Community Development Act of 1992, as a result of an acceleration pursuant amended, by the Risk-Share Insurance Delivery Date (or such later date to Section 6.02 hereof, which the Trustee will notify the Escrow Agent Authority may consent in writing. (f) Any ). At any time prior to the date on which notice of redemption pursuant to this paragraph (d) of Section 3.09 3.1 must be given as provided in Section 3.4 of this Series Indenture, the Authority may extend the applicable special redemption date by providing an Authority Request filed with the Trustee of any extension of such special redemption date, along with a Confirmation from the Rating Agency of the then-current rating on the 2021C-1 Bonds, provided that the Borrower shall be required to (i) deposit funds for the credit of the 2021 Series C subaccount of the Negative Arbitrage Account in an amount, taking into account amounts already on deposit therein, sufficient to pay interest due on the 2021C-1 Bonds to the extended special redemption date (the “Extension Deposit”), and (ii) deliver to the Authority, the Trustee and the Rating Agency a Cash Flow Statement establishing the sufficiency of the Extension Deposit. Extension Deposits may continue to be made by or on behalf of the Borrower until the Risk-Share Insurance Delivery Date occurs or the Borrower declines to make an Extension Deposit resulting in the special redemption, at the direction of the Authority, pursuant to Section 3.3(a) hereof; provided, however, the provisions special redemption date may not be extended to a date that is later than the third anniversary of Sections 3.04 and 3.05 hereof. (g) In no event the Closing Date unless prior to any extension beyond such date there shall be filed with the Trustee have any and the Authority an opinion of Bond Counsel to the effect that such extension will not adversely affect the exclusion of interest on the 2021C-1 Bonds from gross income for federal income tax purposes. The cost of such opinion shall be the sole obligation and responsibility for determining or verifying the accuracy of the Special Mandatory Redemption PriceBorrower.

Special Redemption. (a) If (i) the Escrow Release Conditions are Xxxxxx Acquisition shall not satisfied have occurred on or before prior to the Acquisition Deadline Date (or the Xxxxxx Acquisition shall have been terminated or abandoned prior to such date), the Company shall, no later than the sixth day following the Acquisition Deadline Date (or in the case where the Xxxxxx Acquisition shall have been terminated or abandoned prior to the Acquisition Deadline Date, no later than the date that is 180 days after the Issue Date earlier of (x) the date that is the 30th day following the date of such date, termination or abandonment and (y) the “Repayment Deadline”sixth day following the Acquisition Deadline Date), or give the Trustee and the Holders at least five Business Days’ (iibut no more than 10 Business Days’) prior written notice of a special redemption by telecopier, courier or first-class mail to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, Trustee’s Corporate Trust Office and each Holder’s registered address and redeem all of the Notes then outstanding Notes in cash (the “Special Redemption”) at a redemption price (the “Special Redemption Price”) of 98.000equal to 107% of the aggregate principal amount of the Notesthereof, plus together with accrued and but unpaid interest, if any, on the Notes to, but not interest (including, for the avoidance of doubt, pre-issuance interest) thereon to the date of redemption, such redemption (the “Special Redemption Date”) (subject to the rights right of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) ). The Company will promptly (but in no event later than pay, through the Repayment Deadline) notify the Trustee Paying Agent, such redemption price for all Notes together with accrued and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or in the event the Company determines that it will not be able for any reason unpaid interest to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days Date. On and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding after the Special Redemption Date, interest will cease to accrue on Notes called for redemption as long as the Company shall irrevocably deposit has deposited with the Trustee Paying Agent funds sufficient, together with the net proceeds from the offering in satisfaction of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to, but not including, the Special Redemption Date. (d) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice to the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any such redemption price pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.04 and 3.05 hereofIndenture. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption Price.

Special Redemption. (a) If (i) the Escrow Release Conditions are not satisfied on or before the date that is 180 days after the Issue Date (such dateCommencing September 1, 2017, the “Repayment Deadline”), or (ii) prior 2017 Series A Bonds are subject to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeemmandatory special redemption, in whole but not or in part, on each Interest Payment Date, without premium, in the principal amount equal to all repayments and prepayments of mortgage principal from the 2017 Series A Mortgage Loans backing Xxxxxx Xxx Certificates received by or on behalf of the outstanding Notes Authority in cash at a redemption price (the “Special Redemption Price”) of 98.000% immediately preceding calendar month. If the 2017 Series A Bonds are to be redeemed in part upon any such mandatory redemption, each of the aggregate 2017 Series A Bonds then outstanding shall be redeemed in part, pro rata, in proportion to the outstanding principal amount of such 2017 Series A Bonds to the Notesaggregate outstanding principal amounts of all outstanding 2017 Series A Bonds, plus accrued and unpaid interestnotwithstanding any provisions of the Master Indenture requiring selection of Bonds by lot. To effect this pro rata redemption while the 2017 Series A Bonds are held in the DTC book-entry-only system, if any, on such mandatory redemption is to be made as a “Pro-Rata Pass-Through Distribution of Principal” by DTC. Notwithstanding the Notes to, but not including, provisions of Section 3.2 of the Master Indenture to the contrary no notice of redemption will be given to any Owners of the 2017 Series A Bonds of the date or amount of redemption, subject to the rights mandatory redemption of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Dateany 2017 Series A Bonds. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions 2017 Series B Bonds are not satisfied, subject to redemption prior to their respective stated maturities as a whole or in the event the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such notice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification part at a Redemption Price equal to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Escrow Account (which the Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of redemption, without premium, on any date, from amounts deposited in the Notes to, but not including, the Special Redemption Date. (d) If the Company or holders of more than 25% in aggregate principal amount 2017 Series B subaccount of the then outstanding Notes give notice to the Trustee that a Default or Event of Default has occurred Class II Redemption Account pursuant to Section 6.01 hereof 5.5(d) of the Master Indenture. Moneys deposited in or transferred to the 2017 Series B subaccount of the Class II Special Redemption Account shall be applied to redeem 2017 Series B Bonds as follows: FIRST: such amounts shall be applied to redeem the PAC Bonds until the Aggregate Principal Amount of the Outstanding PAC Bonds is equal to the amount shown in the column entitled "100% SIFMA Outstanding Balance of PAC Bonds" (the "100% SIFMA Outstanding Balance") for the applicable semiannual period as set forth in the table below; SECOND: after applying the amounts as described in clause FIRST above, any remaining amounts may be applied to the redemption of 2017 Series B Bonds other than PAC Bonds, of such maturities and in such amounts as directed by the Authority (or, in the absence of such direction, on a pro rata by maturity basis) until the Aggregate Principal Amount of the 2017 Series B Bonds Outstanding is continuingequal to the amount shown in the column "400% SIFMA Outstanding Balance of 2017 Series B Bonds" (the "400% SIFMA Outstanding Balance") for the applicable semiannual period as set forth in the table below; and THIRD: after applying the amounts as described in clauses FIRST and SECOND above, any remaining amounts may be applied to the redemption of any 2017 Series B Bonds, including the PAC Bonds; provided that the percentage of such remaining amounts so applied to redeem PAC Bonds may not exceed the ratio of the Aggregate Principal Amount of Outstanding PAC Bonds to the Aggregate Principal Amount of Outstanding 2017 Series B Bonds prior to such redemption. Such redemptions may occur at such times and with such frequency as the Authority elects; provided that any redemptions described in clause FIRST above must occur at least once during each semiannual period commencing with the semiannual period ending on November 1, 2017 to the extent moneys in the 2017 Series B subaccount of the Class II Special Redemption Account are legally available therefor. To the extent PAC Bonds are to be redeemed on a date that is not a Stated Interest Payment Date, the 100% SIFMA Outstanding Balance of PAC Bonds and the 400% SIFMA Outstanding Balance of 2017 Series B Bonds as set forth in the table below shall be deemed to be the respective amounts determined by interpolating such respective Outstanding Balances, using the straight line method, by reference to the respective Outstanding Balances for the Semi-Annual Period Ending dates listed in the table below which are immediately prior to and immediately subsequent to such redemption date, and the number of calendar days elapsed since the Semi-Annual Period Ending date which is immediately prior to such redemption date. 100% SIFMA Outstanding Balance of PAC Bonds 400% SIFMA Outstanding Balance of 2017 Series B Bonds Closing Date $ 5,360,000 $ 20,895,000 November 1, 2017 5,230,000 19,890,000 May 1, 2018 4,750,000 17,505,000 November 1, 2018 3,860,000 14,760,000 May 1, 2019 3,325,000 12,565,000 November 1, 2019 2,825,000 10,570,000 May 1, 2020 2,365,000 8,770,000 November 1, 2020 1,955,000 7,200,000 May 1, 2021 1,575,000 5,845,000 November 1, 2021 1,230,000 4,670,000 May 1, 2022 915,000 3,670,000 November 1, 2022 630,000 2,805,000 May 1, 2023 370,000 2,055,000 November 1, 2023 105,000 1,415,000 May 1, 2024 - 855,000 Prior to each special redemption date for the 2017 Series B Bonds, the Trustee shall notify the Escrow Paying Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy Bond Registrar of the Special Mandatory Redemption Priceestimated amounts of moneys available for special redemption in order to allow the Bond Registrar sufficient time to select Bonds for redemption and to mail redemption notices within the time periods required by the Indenture.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2023F Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part, at any time on or before April 1, 2027 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2023F Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2023 Series F Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2023F Bonds in the relevant Interest Payment DateRestricted Loan Subaccount. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify 2023F Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Trustee and Escrow Agent confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in writing if the Escrow Release Conditions are not satisfied, whole or in part, at any time, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the event Aggregate Principal Amount of the Company determines that it will not 2023F Bonds or portions thereof to be able for any reason so redeemed, together with accrued interest to satisfy the Escrow Release Conditions, date of redemption from and to the extent there are moneys and/or Investment Securities in the 2023 Series F subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2023 Series F subaccount of the Revenue Fund and available to be transferred to the 2023 Series F subaccount of the Class I Special Redemption Account on or before the Repayment Deadlineday that notice of redemption is given pursuant to Section 3.4 hereof, and include but not including moneys or Investment Securities in such notice all subaccounts from the proceeds of refunding bonds or from other moneys of the information required under Section 3.03(b), and Authority deposited into the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification Revenue Fund pursuant to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All last sentence of Section 4.6(a) of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the NotesMaster Indenture. (c) At or The 2023F-1 Bonds are subject to special redemption prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special maturity, in whole or in part, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering Price equal to 100% of the Notes held in Aggregate Principal Amount of the Escrow Account (which the Escrow Agent shall deliver 2023F-1 Bonds or portions thereof to the Trustee), to pay the Special Redemption Price for the Notesbe so redeemed, together with accrued and unpaid interestinterest to the date of redemption, if any, on and to the Notes to, but extent that the Bentley Commons Permanent Loan has not including, been finally endorsed for insurance by the Special Redemption Date. (dFederal Housing Administration under Section 542(c) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice Housing and Community Development Act of 1992, as amended, by the Risk-Share Insurance Delivery Date (or such later date to which the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent Authority may consent in writing). (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption Price.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2024A Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part, at any time on or before April 1, 2028 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2024A Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2024 Series A Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2024A Bonds in the relevant Interest Payment DateRestricted Loan Subaccount. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify 2024A Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Trustee and Escrow Agent confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in writing if the Escrow Release Conditions are not satisfied, whole or in part, at any time, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the event Aggregate Principal Amount of the Company determines that it will not 2024A Bonds or portions thereof to be able for any reason so redeemed, together with accrued interest to satisfy the Escrow Release Conditions, date of redemption from and to the extent there are moneys and/or Investment Securities in the 2024 Series A subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2024 Series A subaccount of the Revenue Fund and available to be transferred to the 2024 Series A subaccount of the Class I Special Redemption Account on or before the Repayment Deadlineday that notice of redemption is given pursuant to Section 3.4 hereof, and include but not including moneys or Investment Securities in such notice all subaccounts from the proceeds of refunding bonds or from other moneys of the information required under Section 3.03(b), and Authority deposited into the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification Revenue Fund pursuant to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All last sentence of Section 4.6(a) of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the NotesMaster Indenture. (c) At or The 2024A-1 Bonds are subject to special redemption prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special maturity, in whole or in part, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering Price equal to 100% of the Notes held in Aggregate Principal Amount of the Escrow Account (which the Escrow Agent shall deliver 2024A-1 Bonds or portions thereof to the Trustee), to pay the Special Redemption Price for the Notesbe so redeemed, together with accrued and unpaid interestinterest to the date of redemption, if any, on and to the Notes to, but extent that the Overlook @ Uplands Permanent Loan has not including, been finally endorsed for insurance by the Special Redemption Date. (dFederal Housing Administration under Section 542(c) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice Housing and Community Development Act of 1992, as amended, by the Risk-Share Insurance Delivery Date (or such later date to which the Trustee that a Default or Event of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent Authority may consent in writing). (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption Price.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2021E Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part, at any time on or before April 1, 2024 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2021E Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2021 Series E Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2021E Bonds in the relevant Interest Payment DateRestricted Loan Subaccount. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify 2021E Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Trustee and Escrow Agent confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in writing if the Escrow Release Conditions are not satisfied, whole or in part, at any time, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the event Aggregate Principal Amount of the Company determines that it will not 2021E Bonds or portions thereof to be able for any reason so redeemed, together with accrued interest to satisfy the Escrow Release Conditions, date of redemption from and to the extent there are moneys and/or Investment Securities in the 2021 Series E subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2021 Series E subaccount of the Revenue Fund and available to be transferred to the 2021 Series E subaccount of the Class I Special Redemption Account on or before the Repayment Deadlineday that notice of redemption is given pursuant to Section 3.4 hereof, and include but not including moneys or Investment Securities in such notice all subaccounts from the proceeds of refunding bonds or from other moneys of the information required under Section 3.03(b), and Authority deposited into the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification Revenue Fund pursuant to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All last sentence of Section 4.6(a) of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the NotesMaster Indenture. (c) At or The 2021E-1 Bonds are subject to special redemption prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special maturity, in whole or in part, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering Price equal to 100% of the Notes held in Aggregate Principal Amount of the Escrow Account (which the Escrow Agent shall deliver 2021E-1 Bonds or portions thereof to the Trustee), to pay the Special Redemption Price for the Notesbe so redeemed, together with accrued and unpaid interestinterest to the date of redemption, if any, on and to the Notes to, but extent that the Xxxxx Valley Townhomes Loan has not including, been finally endorsed for insurance by the Special Redemption Date. (dFederal Housing Administration under Section 542(c) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice Housing and Community Development Act of 1992, as amended, by the Risk-Share Insurance Delivery Date (or such later date to which the Authority may consent in writing). At any time prior to the Trustee that a Default or Event date on which notice of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this paragraph (d) of Section 3.09 3.1 must be given as provided in Section 3.4 of this Series Indenture, the Authority may extend the applicable special redemption date by providing an Authority Request filed with the Trustee of any extension of such special redemption date, along with a Confirmation from the Rating Agency of the then-current rating on the 2021E-1 Bonds, provided that the Borrower shall be required to (i) deposit funds for the credit of the 2021 Series E subaccount of the Negative Arbitrage Account in an amount, taking into account amounts already on deposit therein, sufficient to pay interest due on the 2021E-1 Bonds to the extended special redemption date (the “Extension Deposit”), and (ii) deliver to the Authority, the Trustee and the Rating Agency a Cash Flow Statement establishing the sufficiency of the Extension Deposit. Extension Deposits may continue to be made by or on behalf of the Borrower until the Risk-Share Insurance Delivery Date occurs or the Borrower declines to make an Extension Deposit resulting in the special redemption, at the direction of the Authority, pursuant to Section 3.3(a) hereof; provided, however, the provisions special redemption date may not be extended to a date that is later than the third anniversary of Sections 3.04 and 3.05 hereof. (g) In no event the Closing Date unless prior to any extension beyond such date there shall be filed with the Trustee have any and the Authority an opinion of Bond Counsel to the effect that such extension will not adversely affect the exclusion of interest on the 2021E-1 Bonds from gross income for federal income tax purposes. The cost of such opinion shall be the sole obligation and responsibility for determining or verifying the accuracy of the Special Mandatory Redemption PriceBorrower.

Special Redemption. (a) If (iIn accordance with and for purposes of Section 5.2(e) hereof, the Escrow Release Conditions 2020B Bonds are not satisfied subject to special redemption prior to maturity, in whole or in part, at any time on or before April 1, 2023 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.2(b) hereof (or such later date that is 180 days after the Issue Date (such dateas may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, the “Repayment Deadline”), or (ii) prior to the Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Price”) of 98.000Price equal to 100% of the aggregate principal amount Aggregate Principal Amount of the Notes2020B Bonds or portions thereof to be so redeemed, plus together with accrued and unpaid interest, if any, on the Notes to, but not including, interest to the date of redemption, subject from amounts transferred to the rights 2020 Series B Subaccount of Holders the Class I Special Redemption Account from any unexpended proceeds of Notes on the relevant Record Date to receive interest due on 2020B Bonds in the relevant Interest Payment DateRestricted Loan Subaccount. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify 2020B Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Trustee and Escrow Agent confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in writing if the Escrow Release Conditions are not satisfied, whole or in part, at any time, upon notice as provided in Section 3.4 of this 2020 Series B Indenture, at a Redemption Price equal to 100% of the event Aggregate Principal Amount of the Company determines that it will not 2020B Bonds or portions thereof to be able for any reason so redeemed, together with accrued interest to satisfy the Escrow Release Conditions, date of redemption from and to the extent there are moneys and/or Investment Securities in the 2020 Series B subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2020 Series B subaccount of the Revenue Fund and available to be transferred to the 2020 Series B subaccount of the Class I Special Redemption Account on or before the Repayment Deadlineday that notice of redemption is given pursuant to Section 3.4 hereof, and include but not including moneys or Investment Securities in such notice all subaccounts from the proceeds of refunding bonds or from other moneys of the information required under Section 3.03(b), and Authority deposited into the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification Revenue Fund pursuant to the Holders, the “Special Redemption Notice Date”), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on the date selected by the Company in the notice to the Trustee (which shall be no less than 15 days and no more than 30 days following the Special Redemption Notice Date (such date, the “Special Redemption Date”)). All last sentence of Section 4.6(a) of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the NotesMaster Indenture. (c) At or The 2020B Bonds are subject to special redemption prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special maturity, in whole or in part, upon notice as provided in Section 3.4 of this 2020 Series B Indenture, at a Redemption Date, the Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering Price equal to 100% of the Notes held in Aggregate Principal Amount of the Escrow Account (which the Escrow Agent shall deliver 2020B Bonds or portions thereof to the Trustee), to pay the Special Redemption Price for the Notesbe so redeemed, together with accrued and unpaid interestinterest to the date of redemption, if any, on and to the Notes to, but extent that the Greyhound Park Loan has not including, been finally endorsed for insurance by the Special Redemption Date. (dFederal Housing Administration under Section 542(c) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice Housing and Community Development Act of 1992, as amended, by the Risk-Share Insurance Delivery Date (or such later date to which the Authority may consent in writing). At any time prior to the Trustee that a Default or Event date on which notice of Default has occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in writing. (e) If all outstanding Notes become due and payable immediately as a result of an acceleration pursuant to Section 6.02 hereof, the Trustee will notify the Escrow Agent in writing. (f) Any redemption pursuant to this paragraph (c) of Section 3.09 3.1 must be given as provided in Section 3.4 of this 2020 Series B Indenture, the Authority may extend the applicable special redemption date by providing an Authority Request filed with the Trustee of any extension of such special redemption date, along with a Confirmation from the Rating Agency of the then-current rating on the 2020B Bonds, provided that the Borrower shall be required to (i) deposit funds for the credit of the 2020 Series B subaccount of the Negative Arbitrage Account in an amount, taking into account amounts already on deposit therein, sufficient to pay interest due on the 2020B Bonds to the extended special redemption date (the “Extension Deposit”), and (ii) deliver to the Authority, the Trustee and the Rating Agency a Cash Flow Statement establishing the sufficiency of the Extension Deposit. Extension Deposits may continue to be made by or on behalf of the Borrower until the Risk-Share Insurance Delivery Date deadline occurs or the Borrower declines to make an Extension Deposit resulting in the special redemption, at the direction of the Authority, pursuant to this Section 3.3(a); provided, however, the provisions special redemption date may not be extended to a date that is later than the third anniversary of Sections 3.04 and 3.05 hereof. (g) In no event the Closing Date unless prior to any extension beyond such date there shall be filed with the Trustee have any and the Authority an opinion of Bond Counsel to the effect that such extension will not adversely affect the exclusion of interest on the 2020B Bonds from gross income for federal income tax purposes. The cost of such opinion shall be the sole obligation and responsibility for determining or verifying the accuracy of the Special Mandatory Redemption PriceBorrower.