Common use of TENDER OPTIONS Clause in Contracts

TENDER OPTIONS. (a) While the Refunding Bonds bear interest at the One Month Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate or the Five Year Interest Rate, on each Interest Rate Adjustment Date (each a "Bond Purchase Date") each Holder and each Beneficial Owner shall have the option to tender for purchase at 100% of the principal amount thereof plus accrued interest to the Bond Purchase Date, all of the Refunding Bonds owned by such Holder, or all Beneficial Ownership Interests owned by such Beneficial Owner, as applicable, or (in either case) such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Refunding Bond or Beneficial Ownership Interest shall be $100,000 or more in principal amount) as such Holder or Beneficial Owner, as applicable, may specify in accordance with the terms, conditions and limitations hereinafter set forth. The purchase price for each such Refunding Bond or Beneficial Ownership Interest, or portion thereof, shall be payable in lawful money of the United States of America by check or draft, shall equal the principal amount, or such portion thereof, to be purchased, plus accrued interest to the Bond Purchase Date, and shall be paid in full on the applicable Bond Purchase Date. (b) While the Refunding Bonds bear interest at the Weekly Interest Rate, each Holder and each Beneficial Owner shall have the option to tender for purchase, at 100% of the principal amount thereof plus accrued interest to the purchase date (a "Bond Purchase Date"), all of the Refunding Bonds owned by such Holder, or all Beneficial Ownership Interests owned by such Beneficial Owner, as applicable, or (in either case) such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Refunding Bond or Beneficial Ownership Interest shall be $100,000 or more in principal amount) as such Holder of Beneficial Owner, as applicable, may specify in accordance with the terms, conditions and limitations hereafter set forth. The purchase price of each such Refunding Bond or Beneficial Ownership Interest shall be payable in lawful money of the United States of America, and shall be paid in full on the applicable Bond Purchase Date. (c) To exercise the option granted in Section 2.04(a) hereof, the Holder or Beneficial Owner, as applicable, shall (l) no earlier than fifteen days before the Bond Purchase Date and no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to the Bond Purchase Date, or in the event the Refunding Bonds bear interest at the One Month Interest Rate, the fifth Business Day prior to the Bond Purchase Date, give notice to the Registrar by telecopy or in writing which states (i) the name and address of the Holder or Beneficial Owner, as applicable, (ii) the principal amount, CUSIP number and Bond numbers of the Refunding Bonds or Beneficial Ownership Interests to be purchased, (iii) that such Refunding Bonds or Beneficial Ownership Interests are to be purchased on such Bond Purchase Date pursuant to the terms hereof, and (iv) that such notice is irrevocable; and (2) in the case of a Beneficial Owner, provide the Registrar with evidence satisfactory to the Registrar of such Beneficial Owner's Beneficial Ownership Interest; (3) in the case of a Holder no later than 10:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the seventh day preceding such Bond Purchase Date (or the next preceding Business Day if such seventh day is not a Business Day), or in the event the Refunding Bonds bear interest at the One Month Interest Rate, the fourth day preceding such Bond Purchase Date (or the next preceding Business Day if such fourth day is not a Business Day), deliver to the principal corporate trust office of the Registrar the Refunding Bonds to be purchased in proper form, accompanied by fully completed and executed Instructions to Sell, the form of which shall be printed on the Refunding Bonds; and (4) in the case of a Beneficial Owner no later than 10:00 a.m. (according to the local time at the principal corporate trust office of the Registrar) on the Bond Purchase Date cause the transfer of the Beneficial Owner's Beneficial Ownership Interest on the records of the Depository, in accordance with the instructions of the Trustee. To exercise the option granted in Section 2.04(b) hereof, the Holder or Beneficial Owner, as applicable shall (1) give notice to the Registrar and the Trustee by telecopy or in writing which states (i) the name and address of the Holder or Beneficial Owner, as applicable, (ii) the principal amount, CUSIP number and Bond numbers of the Refunding Bonds or Beneficial Ownership Interests to be purchased, (iii) the date on which such Refunding Bonds or Beneficial Ownership Interests are to be purchased, which Bond Purchase Date shall be a Business Day not prior to the seventh (7th) day and not later than the fifteenth (15th) day next succeeding the date of giving of such notice to the Registrar and, if the interest rate on the Refunding Bonds is to be converted from the Weekly Interest Rate to a new Interest Rate Mode, is a date prior to the Interest Period Reset Date with respect to the new Interest Rate Mode, and (iv) that such notice is irrevocable; (2) in the case of a Beneficial Owner, provide the Registrar with evidence satisfactory to the Registrar of such Beneficial Owner's Beneficial Ownership Interest; (3) in the case of a Holder, no later than 10:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the second Business Day immediately preceding the applicable Bond Purchase Date, deliver to the principal corporate trust office of the Registrar the Refunding Bonds to be purchased in proper form, accompanied by fully completed and executed Instructions to Sell, the form of which shall be printed on the Refunding Bonds; and (4) in the case of a Beneficial Owner, no later than 10:00 a.m. (according to the local time at the principal corporate trust office of the Registrar) on the Bond Purchase Date, cause the transfer of the Beneficial Owner's Beneficial Ownership Interest on the records of the Depository in accordance with the instructions of the Trustee. In the case of a Refunding Bond or Beneficial Ownership Interest or portion thereof to be purchased prior to an Interest Payment Date and after the Record Date in respect thereof, the Holder or Beneficial Owner, as applicable, shall deliver a due-xxxx check, in form satisfactory to the Registrar, for interest due on such Interest Payment Date. Any Refunding Bonds or Beneficial Ownership Interests for which a notice of tender has been given by the Holder or Beneficial Owner, as the case may be, shall be deemed to be tendered for remarketing notwithstanding, in the case of Refunding Bonds, any failure of delivery of such Refunding Bonds to the Registrar and notwithstanding, in the case of Beneficial Ownership Interests, failure of a Beneficial Owner to cause the transfer of the Beneficial Owner's Beneficial Ownership Interests on the records of the Depository. Subject to the right of such Holders or Beneficial Owners to receive the purchase price of such Refunding Bonds or Beneficial Ownership Interests and interest accrued thereon to the day preceding the applicable Bond Purchase Date subject to the conditions set forth in Section 3.07 hereof, such Refunding Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Refunding Bonds (or new Beneficial Ownership Interests shall be created) in replacement thereof pursuant to the remarketing of such Refunding Bonds or Beneficial Ownership Interests or the pledge of such Refunding Bonds or Beneficial Ownership Interests to the Bank in lieu of remarketing such Refunding Bonds or Beneficial Ownership Interests as described in Section 6.20 hereof. (d) Upon the giving of the notice pursuant to Section 2.04(c) hereof with respect to Refunding Bonds or Beneficial Ownership Interests or portions of either, the Holder's tender of such Refunding Bonds or portions thereof or the Beneficial Owner's tender of Beneficial Ownership Interests or portions thereof shall be irrevocable. Upon receipt of the Refunding Bonds, the Registrar shall determine whether Instructions to Sell have been properly submitted and its determination shall be binding. If less than all of a Refunding Bond so delivered or deemed tendered is to be purchased, the Trustee shall, pursuant to this Indenture, cause to be authenticated one or more Refunding Bonds in exchange therefor, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Refunding Bond or Refunding Bonds to such Holder. (e) While tendered Refunding Bonds are in the custody of the Registrar pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the owners thereof for all purposes, and interest accruing on tendered Refunding Bonds through the day preceding the applicable Bond Purchase Date is to be paid from the Bond Fund as if such Refunding Bonds had not been tendered for purchase. (f) Notwithstanding anything herein to the contrary, any Bond or Beneficial Ownership Interest or portion thereof tendered under Sections 2.04, 2.05 or 2.06 hereof will not be purchased if such Bond or portion thereof matures or is redeemed on or prior to the applicable Bond Purchase Date.

TENDER OPTIONS. (a) While the Refunding Project Bonds bear interest at the One Month Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate or the Five Year Interest Rate, on each Interest Rate Adjustment Date (each a "Bond Purchase Date") each Holder and each Beneficial Owner shall have the option to tender for purchase at 100% of the principal amount thereof plus accrued interest to the Bond Purchase Datethereof, all of the Refunding Project Bonds owned by such Holder, or all Beneficial Ownership Interests owned by such Beneficial Owner, as applicable, or (in either case) such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Refunding Project Bond or Beneficial Ownership Interest shall be $100,000 or more in principal amount) as such Holder or Beneficial Owner, as applicable, may specify in accordance with the terms, conditions and limitations hereinafter set forth. The purchase price for each such Refunding Project Bond or Beneficial Ownership Interest, or portion thereof, shall be payable in lawful money of the United States of America by check or draftAmerica, shall equal the principal amount, or such portion thereof, to be purchased, plus accrued interest to the Bond Purchase Date, purchased and shall be paid in full on the applicable Bond Purchase Date. (b) While the Refunding Project Bonds bear interest at the Weekly Interest Rate, each Holder and each Beneficial Owner shall have the option to tender for purchase, at 100% of the principal amount thereof plus accrued interest to the purchase date (a "Bond Purchase Date"), all of the Refunding Project Bonds owned by such Holder, or all Beneficial Ownership Interests owned by such Beneficial Owner, as applicable, or (in either case) such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Refunding Project Bond or Beneficial Ownership Interest shall be $100,000 or more in principal amount) as such Holder of Beneficial Owner, as applicable, may specify in accordance with the terms, conditions and limitations hereafter set forth. The purchase price of each such Refunding Project Bond or Beneficial Ownership Interest shall be payable in lawful money of the United States of America, and shall be paid in full on the applicable Bond Purchase Date. (c) To exercise the option granted in Section 2.04(a) hereof, the Holder or Beneficial Owner, as applicable, shall (l1) no earlier than fifteen days before the Bond Purchase Date and no later than 11:00 a.m. according to the local time at the principal corporate trust office Operations Office of the Registrar Trustee on the eighth Business Day prior to the Bond Purchase Date, or in the event the Refunding Project Bonds bear interest at the One Month Interest Rate, the fifth Business Day prior to the Bond Purchase Date, give notice to the Registrar by telecopy or in writing which states (i) the name and address of the Holder or Beneficial Owner, as applicable, (ii) the principal amount, CUSIP number and Bond numbers of the Refunding Bonds or Beneficial Ownership Interests to be purchased, (iii) that such Refunding Bonds or Beneficial Ownership Interests are to be purchased on such Bond Purchase Date pursuant to the terms hereof, and (iv) that such notice is irrevocable; and (2) in the case of a Beneficial Owner, provide the Registrar with evidence satisfactory to the Registrar of such Beneficial Owner's Beneficial Ownership Interest; (3) in the case of a Holder no later than 10:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the seventh day preceding such Bond Purchase Date (or the next preceding Business Day if such seventh day is not a Business Day), or in the event the Refunding Bonds bear interest at the One Month Interest Rate, the fourth day preceding such Bond Purchase Date (or the next preceding Business Day if such fourth day is not a Business Day), deliver to the principal corporate trust office of the Registrar the Refunding Bonds to be purchased in proper form, accompanied by fully completed and executed Instructions to Sell, the form of which shall be printed on the Refunding Bonds; and (4) in the case of a Beneficial Owner no later than 10:00 a.m. (according to the local time at the principal corporate trust office of the Registrar) on the Bond Purchase Date cause the transfer of the Beneficial Owner's Beneficial Ownership Interest on the records of the Depository, in accordance with the instructions of the Trustee. To exercise the option granted in Section 2.04(b) hereof, the Holder or Beneficial Owner, as applicable shall (1) give notice to the Registrar and the Trustee by telecopy or in writing which states (i) the name and address of the Holder or Beneficial Owner, as applicable, (ii) the principal amount, CUSIP number and Bond numbers of the Refunding Project Bonds or Beneficial Ownership Interests to be purchased, (iii) the date on which that such Refunding Project Bonds or Beneficial Ownership Interests are to be purchased, which purchased on such Bond Purchase Date shall be a Business Day not prior pursuant to the seventh (7th) day and not later than the fifteenth (15th) day next succeeding the date of giving of such notice to the Registrar and, if the interest rate on the Refunding Bonds is to be converted from the Weekly Interest Rate to a new Interest Rate Mode, is a date prior to the Interest Period Reset Date with respect to the new Interest Rate Modeterms hereof, and (iv) that such notice is irrevocable; (2) in the case of a Beneficial Owner, provide the Registrar Trustee with evidence satisfactory to the Registrar Trustee of such Beneficial Owner's Beneficial Ownership Interest; (3) in the case of a Holder, no later than 10:00 a.m. according to the local time at the principal corporate trust office Operations Office of the Registrar Trustee on the second Business Day immediately preceding the applicable Bond Purchase Date, deliver to the principal corporate trust office of the Registrar the Refunding Bonds to be purchased in proper form, accompanied by fully completed and executed Instructions to Sell, the form of which shall be printed on the Refunding Bonds; and (4) in the case of a Beneficial Owner, no later than 10:00 a.m. (according to the local time at the principal corporate trust office of the Registrar) on the Bond Purchase Date, cause the transfer of the Beneficial Owner's Beneficial Ownership Interest on the records of the Depository in accordance with the instructions of the Trustee. In the case of a Refunding Bond or Beneficial Ownership Interest or portion thereof to be purchased prior to an Interest Payment Date and after the Record Date in respect thereof, the Holder or Beneficial Owner, as applicable, shall deliver a due-xxxx check, in form satisfactory to the Registrar, for interest due on such Interest Payment Date. Any Refunding Bonds or Beneficial Ownership Interests for which a notice of tender has been given by the Holder or Beneficial Owner, as the case may be, shall be deemed to be tendered for remarketing notwithstanding, in the case of Refunding Bonds, any failure of delivery of such Refunding Bonds to the Registrar and notwithstanding, in the case of Beneficial Ownership Interests, failure of a Beneficial Owner to cause the transfer of the Beneficial Owner's Beneficial Ownership Interests on the records of the Depository. Subject to the right of such Holders or Beneficial Owners to receive the purchase price of such Refunding Bonds or Beneficial Ownership Interests and interest accrued thereon to the seventh day preceding the applicable such Bond Purchase Date subject to the conditions set forth in Section 3.07 hereof, such Refunding Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Refunding Bonds (or new Beneficial Ownership Interests shall be created) in replacement thereof pursuant to the remarketing of next preceding Business Day if such Refunding Bonds seventh day is not a Business Day), or Beneficial Ownership Interests or the pledge of such Refunding Bonds or Beneficial Ownership Interests to the Bank in lieu of remarketing such Refunding Bonds or Beneficial Ownership Interests as described in Section 6.20 hereof. (d) Upon the giving of the notice pursuant to Section 2.04(c) hereof with respect to Refunding Bonds or Beneficial Ownership Interests or portions of either, the Holder's tender of such Refunding Bonds or portions thereof or the Beneficial Owner's tender of Beneficial Ownership Interests or portions thereof shall be irrevocable. Upon receipt of the Refunding Bonds, the Registrar shall determine whether Instructions to Sell have been properly submitted and its determination shall be binding. If less than all of a Refunding Bond so delivered or deemed tendered is to be purchased, the Trustee shall, pursuant to this Indenture, cause to be authenticated one or more Refunding Bonds in exchange therefor, registered in the name of such Holder, having event the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Refunding Bond or Refunding Project Bonds to such Holder. (e) While tendered Refunding Bonds are in bear interest at the custody of the Registrar pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the owners thereof for all purposes, and interest accruing on tendered Refunding Bonds through the day preceding the applicable Bond Purchase Date is to be paid from the Bond Fund as if such Refunding Bonds had not been tendered for purchase. (f) Notwithstanding anything herein to the contrary, any Bond or Beneficial Ownership Interest or portion thereof tendered under Sections 2.04, 2.05 or 2.06 hereof will not be purchased if such Bond or portion thereof matures or is redeemed on or prior to the applicable Bond Purchase Date.One Month Interest

TENDER OPTIONS. (a) While the Refunding Project Bonds bear interest at the One Month Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate or the Five Year Interest Rate, on each Interest Rate Adjustment Date (each a "Bond Purchase Date") each Holder and each Beneficial Owner shall have the option to tender for purchase at 100% of the principal amount thereof plus accrued interest to the Bond Purchase Datethereof, all of the Refunding Project Bonds owned by such Holder, or all Beneficial Ownership Interests owned by such Beneficial Owner, as applicable, or (in either case) such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Refunding Project Bond or Beneficial Ownership Interest shall be $100,000 or more in principal amount) as such Holder or Beneficial Owner, as applicable, may specify in accordance with the terms, conditions and limitations hereinafter set forth. The purchase price for each such Refunding Project Bond or Beneficial Ownership Interest, or portion thereof, shall be payable in lawful money of the United States of America by check or draft, shall equal the principal amount, or such portion thereof, to be purchased, plus accrued interest to the Bond Purchase Date, purchased and shall be paid in full on the applicable Bond Purchase Date. (b) While the Refunding Project Bonds bear interest at the Weekly Interest Rate, each Holder and each Beneficial Owner shall have the option to tender for purchase, at 100% of the principal amount thereof plus accrued interest to the purchase date (a "Bond Purchase Date"), all of the Refunding Project Bonds owned by such Holder, or all Beneficial Ownership Interests owned by such Beneficial Owner, as applicable, or (in either case) such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Refunding Project Bond or Beneficial Ownership Interest shall be $100,000 or more in principal amount) as such Holder of Beneficial Owner, as applicable, may specify in accordance with the terms, conditions and limitations hereafter set forth. The purchase price of each such Refunding Project Bond or Beneficial Ownership Interest shall be payable in lawful money of the United States of America, and shall be paid in full on the applicable Bond Purchase Date. (c) To exercise the option granted in Section 2.04(a) hereof, the Holder or Beneficial Owner, as applicable, shall (li) no earlier than fifteen days before the Bond Purchase Date and no later than 11:00 a.m. according to the local time at the principal Indiana corporate trust office of the Registrar Trustee on the eighth Business Day prior to the Bond Purchase Date, or in the event the Refunding Project Bonds bear interest at the One Month Interest Rate, the fifth Business Day prior to the Bond Purchase Date, give notice to the Registrar Trustee by telecopy or in writing which states (iA) the name and address of the Holder or Beneficial Owner, as applicable, (iiB) the principal amount, CUSIP number and Bond numbers of the Refunding Project Bonds or Beneficial Ownership Interests to be purchased, (iiiC) that such Refunding Project Bonds or Beneficial Ownership Interests are to be purchased on such Bond Purchase Date pursuant to the terms hereof, and (ivD) that such notice is irrevocable; and (2ii) in the case of a Beneficial Owner, provide the Registrar Trustee with evidence satisfactory to the Registrar Trustee of such Beneficial Owner's Beneficial Ownership Interest; (3iii) in the case of a Holder Holder, no later than 10:00 a.m. according to the local time at the principal Indiana corporate trust office of the Registrar Trustee on the seventh day preceding such Bond Purchase Date (or the next preceding Business Day if such seventh day is not a Business Day), or in the event the Refunding Project Bonds bear interest at the One Month Interest Rate, the fourth day preceding such Bond Purchase Date (or the next preceding Business Day if such fourth day is not a Business Day), deliver to the principal Indiana corporate trust office of the Registrar Trustee the Refunding Project Bonds to be purchased in proper form, accompanied by fully completed and executed Instructions to Sell, the form of which shall be printed on the Refunding Project Bonds; and (4iv) in the case of a Beneficial Owner Owner, no later than 10:00 a.m. (according to the local time at the principal Indiana corporate trust office of the RegistrarTrustee) on the Bond Purchase Date Date, cause the transfer of the Beneficial Owner's Beneficial Ownership Interest on the records of the Depository, in accordance with the instructions of the Trustee. To exercise the option granted in Section 2.04(b) hereof, the Holder or Beneficial Owner, as applicable shall (1i) give notice to the Registrar and the Trustee by telecopy or in writing which states (iA) the name and address of the Holder or Beneficial Owner, as applicable, (iiB) the principal amount, CUSIP number and Bond numbers of the Refunding Project Bonds or Beneficial Ownership Interests to be purchased, (iiiC) the date on which such Refunding Project Bonds or Beneficial Ownership Interests are to be purchased, which Bond Purchase Date shall be a Business Day not prior to the seventh (7th) day and not later than the fifteenth (15th) day next succeeding the date of giving of such notice to the Registrar Trustee and, if the interest rate on the Refunding Project Bonds is to be converted from the Weekly Interest Rate to a new Interest Rate Mode, is a date prior to the Interest Period Reset Date with respect to the new Interest Rate Mode, and (ivD) that such notice is irrevocable; (2ii) in the case of a Beneficial Owner, provide the Registrar Trustee with evidence satisfactory to the Registrar Trustee of such Beneficial Owner's Beneficial Ownership Interest; (3iii) in the case of a Holder, no later than 10:00 a.m. according to the local time at the principal Indiana corporate trust office of the Registrar Trustee on the second Business Day immediately preceding the applicable Bond Purchase Date, deliver to the principal Indiana corporate trust office of the Registrar Trustee the Refunding Project Bonds to be purchased in proper form, accompanied by fully completed and executed Instructions to Sell, the form of which shall be printed on the Refunding Project Bonds; and (4iv) in the case of a Beneficial Owner, no later than 10:00 a.m. (according to the local time at the principal Indiana corporate trust office of the RegistrarTrustee) on the Bond Purchase Date, cause the transfer of the Beneficial Owner's Beneficial Ownership Interest on the records of the Depository in accordance with the instructions of the Trustee. In the case of a Refunding Bond or Beneficial Ownership Interest or portion thereof to be purchased prior to an Interest Payment Date and after the Record Date in respect thereof, the Holder or Beneficial Owner, as applicable, shall deliver a due-xxxx check, in form satisfactory to the Registrar, for interest due on such Interest Payment Date. Any Refunding Project Bonds or Beneficial Ownership Interests for which a notice of tender has been given by the Holder or Beneficial Owner, as the case may beHolder, shall be deemed to be tendered for remarketing notwithstanding, in the case of Refunding Bonds, notwithstanding any failure of delivery of such Refunding Project Bonds to the Registrar and notwithstanding, in the case of Beneficial Ownership Interests, failure of a Beneficial Owner to cause the transfer of the Beneficial Owner's Beneficial Ownership Interests on the records of the DepositoryTrustee. Subject to the right of such Holders or Beneficial Owners to receive the purchase price of such Refunding Project Bonds or Beneficial Ownership Interests (and interest accrued thereon to the day preceding the applicable Bond Purchase Date subject to the conditions set forth in Section 3.07 hereof), such Refunding Project Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated authenticate and delivered deliver new Refunding Project Bonds (or new Beneficial Ownership Interests shall be created) in replacement thereof pursuant to the remarketing of such Refunding Project Bonds or Beneficial Ownership Interests or the pledge of such Refunding Project Bonds or Beneficial Ownership Interests to the Bank in lieu of remarketing such Refunding Project Bonds or Beneficial Ownership Interests as described in Section 6.20 hereof. Any Beneficial Owners who have elected to tender Beneficial Ownership Interests shall be obligated to transfer such Beneficial Ownership Interests on the records of the Depository. (d) Upon the giving of the notice pursuant to Section 2.04(c) hereof with respect to Refunding Project Bonds or Beneficial Ownership Interests or portions of either, the Holder's tender of such Refunding Project Bonds or portions thereof or the Beneficial Owner's tender of Beneficial Ownership Interests or portions thereof shall be irrevocable. Upon receipt of the Refunding Project Bonds, the Registrar Trustee shall determine whether Instructions to Sell have been properly submitted and its determination shall be binding. If less than all of a Refunding Project Bond so delivered or deemed tendered is to be purchased, the Trustee shall, pursuant to this Indenture, cause to be authenticated Indenture authenticate one or more Refunding Project Bonds in exchange therefor, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Refunding Project Bond or Refunding Project Bonds to such Holder. (e) While tendered Refunding Bonds are in the custody of the Registrar pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the owners thereof for all purposes, and interest accruing on tendered Refunding Bonds through the day preceding the applicable Bond Purchase Date is to be paid from the Bond Fund as if such Refunding Bonds had not been tendered for purchase. (f) Notwithstanding anything herein to the contrary, any Bond or Beneficial Ownership Interest or portion thereof tendered under Sections 2.04, 2.05 or 2.06 hereof will not be purchased if such Bond or portion thereof matures or is redeemed on or prior to the applicable Bond Purchase Date.

TENDER OPTIONS. (a) Optional Tender While Bonds Bear Interest at the Monthly Interest Rate, the Quarterly Interest Rate, the Semiannual Interest Rate, the Annual Interest Rate or the Five-Year Interest Rate. While the Refunding Bonds bear interest at the One Month Monthly Interest Rate, the Three Month Quarterly Interest Rate, the Six Month Semiannual Interest Rate, the One Year Annual Interest Rate or the Five Five-Year Interest Rate, on each Interest Rate Adjustment Date (each a "Bond Purchase Date") each Holder and each Beneficial Owner shall have the option to tender for purchase at 100% of the principal amount thereof plus accrued interest to the Purchase Price (a "Bond Purchase Date"), all of the Refunding Bonds owned by such Holder, Holder or all Beneficial Ownership Interests owned by such Beneficial Owner, as applicable, or (in either case) such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Refunding Bond or Beneficial Ownership Interest shall be $100,000 or more in principal amount) as such Holder or Beneficial Owner, as applicable, may specify in accordance with the terms, conditions and limitations hereinafter set forth. The purchase price Purchase Price for each such Refunding Bond or Beneficial Ownership Interest, or portion thereof, thereof shall be payable in lawful money of the United States of America by check or draft, shall equal the principal amount, or such portion thereof, to be purchased, plus accrued interest to the Bond Purchase Date, purchased and shall be paid in full on the applicable Bond Purchase Date. (b) Optional Tender While Bonds Bear Interest at Daily Interest Rate or Weekly Interest Rate. While the Refunding Bonds bear interest at the Daily Interest Rate or the Weekly Interest Rate, on each Interest Rate Adjustment Date (each a "Bond Purchase Date") each Holder and each Beneficial Owner shall have the option to tender for purchase, at 100% of the principal amount thereof plus accrued interest to the purchase date Purchase Price (a "Bond Purchase Date"), all of the Refunding Bonds owned by such Holder, Holder or all Beneficial Ownership Interests owned by such Beneficial Owner, as applicable, or (in either case) such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Refunding Bond or Beneficial Ownership Interest shall be $100,000 or more in principal amount) as such Holder of Beneficial Owner, as applicable, may specify in accordance with the terms, conditions and limitations hereafter set forth. The purchase price Purchase Price of each such Refunding Bond or Beneficial Ownership Interest shall be payable in lawful money of the United States of America, and shall be paid in full on the applicable Bond Purchase Date. (c) To exercise the option granted in Section 2.04(a) hereof, the Holder or Beneficial Owner, as applicable, shall (l) no earlier than fifteen days before the Bond Purchase Date and no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to the Bond Purchase Date, or in the event the Refunding Bonds bear interest at the One Month Interest Rate, the fifth Business Day prior to the Bond Purchase Date, give notice to the Registrar by telecopy or in writing which states (i) the name and address of the Holder or Beneficial Owner, as applicable, (ii) the principal amount, CUSIP number and Bond numbers of the Refunding Bonds or Beneficial Ownership Interests to be purchased, (iii) that such Refunding Bonds or Beneficial Ownership Interests are to be purchased on such Bond Purchase Date pursuant to the terms hereof, and (iv) that such notice is irrevocable; and (2) in the case of a Beneficial Owner, provide the Registrar with evidence satisfactory to the Registrar of such Beneficial Owner's Beneficial Ownership Interest; (3) in the case of a Holder no later than 10:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the seventh day preceding such Bond Purchase Date (or the next preceding Business Day if such seventh day is not a Business Day), or in the event the Refunding Bonds bear interest at the One Month Interest Rate, the fourth day preceding such Bond Purchase Date (or the next preceding Business Day if such fourth day is not a Business Day), deliver to the principal corporate trust office of the Registrar the Refunding Bonds to be purchased in proper form, accompanied by fully completed and executed Instructions to Sell, the form of which shall be printed on the Refunding Bonds; and (4) in the case of a Beneficial Owner no later than 10:00 a.m. (according to the local time at the principal corporate trust office of the Registrar) on the Bond Purchase Date cause the transfer of the Beneficial Owner's Beneficial Ownership Interest on the records of the Depository, in accordance with the instructions of the Trustee. To exercise the option granted in Section 2.04(b) hereof, the Holder or Beneficial Owner, as applicable shall (1) give notice to the Registrar and the Trustee by telecopy or in writing which states (i) the name and address of the Holder or Beneficial Owner, as applicable, (ii) the principal amount, CUSIP number and Bond numbers of the Refunding Bonds or Beneficial Ownership Interests to be purchased, (iii) the date on which such Refunding Bonds or Beneficial Ownership Interests are to be purchased, which Bond Purchase Date shall be a Business Day not prior to the seventh (7th) day and not later than the fifteenth (15th) day next succeeding the date of giving of such notice to the Registrar and, if the interest rate on the Refunding Bonds is to be converted from the Weekly Interest Rate to a new Interest Rate Mode, is a date prior to the Interest Period Reset Date with respect to the new Interest Rate Mode, and (iv) that such notice is irrevocable; (2) in the case of a Beneficial Owner, provide the Registrar with evidence satisfactory to the Registrar of such Beneficial Owner's Beneficial Ownership Interest; (3) in the case of a Holder, no later than 10:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the second Business Day immediately preceding the applicable Bond Purchase Date, deliver to the principal corporate trust office of the Registrar the Refunding Bonds to be purchased in proper form, accompanied by fully completed and executed Instructions to Sell, the form of which shall be printed on the Refunding Bonds; and (4) in the case of a Beneficial Owner, no later than 10:00 a.m. (according to the local time at the principal corporate trust office of the Registrar) on the Bond Purchase Date, cause the transfer of the Beneficial Owner's Beneficial Ownership Interest on the records of the Depository in accordance with the instructions of the Trustee. In the case of a Refunding Bond or Beneficial Ownership Interest or portion thereof to be purchased prior to an Interest Payment Date and after the Record Date in respect thereof, the Holder or Beneficial Owner, as applicable, shall deliver a due-xxxx check, in form satisfactory to the Registrar, for interest due on such Interest Payment Date. Any Refunding Bonds or Beneficial Ownership Interests for which a notice of tender has been given by the Holder or Beneficial Owner, as the case may be, shall be deemed to be tendered for remarketing notwithstanding, in the case of Refunding Bonds, any failure of delivery of such Refunding Bonds to the Registrar and notwithstanding, in the case of Beneficial Ownership Interests, failure of a Beneficial Owner to cause the transfer of the Beneficial Owner's Beneficial Ownership Interests on the records of the Depository. Subject to the right of such Holders or Beneficial Owners to receive the purchase price of such Refunding Bonds or Beneficial Ownership Interests and interest accrued thereon to the day preceding the applicable Bond Purchase Date subject to the conditions set forth in Section 3.07 hereof, such Refunding Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall cause to be authenticated and delivered new Refunding Bonds (or new Beneficial Ownership Interests shall be created) in replacement thereof pursuant to the remarketing of such Refunding Bonds or Beneficial Ownership Interests or the pledge of such Refunding Bonds or Beneficial Ownership Interests to the Bank in lieu of remarketing such Refunding Bonds or Beneficial Ownership Interests as described in Section 6.20 hereof. (d) Upon the giving of the notice pursuant to Section 2.04(c) hereof with respect to Refunding Bonds or Beneficial Ownership Interests or portions of either, the Holder's tender of such Refunding Bonds or portions thereof or the Beneficial Owner's tender of Beneficial Ownership Interests or portions thereof shall be irrevocable. Upon receipt of the Refunding Bonds, the Registrar shall determine whether Instructions to Sell have been properly submitted and its determination shall be binding. If less than all of a Refunding Bond so delivered or deemed tendered is to be purchased, the Trustee shall, pursuant to this Indenture, cause to be authenticated one or more Refunding Bonds in exchange therefor, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Refunding Bond or Refunding Bonds to such Holder. (e) While tendered Refunding Bonds are in the custody of the Registrar pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the owners thereof for all purposes, and interest accruing on tendered Refunding Bonds through the day preceding the applicable Bond Purchase Date is to be paid from the Bond Fund as if such Refunding Bonds had not been tendered for purchase. (f) Notwithstanding anything herein to the contrary, any Bond or Beneficial Ownership Interest or portion thereof tendered under Sections 2.04, 2.05 or 2.06 hereof will not be purchased if such Bond or portion thereof matures or is redeemed on or prior to the applicable Bond Purchase Date.