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Mandatory Tender
Mandatory Tender for Purchase. All Outstanding Bonds shall be subject to mandatory tender by
the Holders for purchase in whole and not in part on each Mandatory Tender Date. The purchase price for
each such Bond shall be payable in lawful money of the United States of America by check or draft, shall
equal one hundred percent (100%) of the principal amount to be purchased and accrued interest, if any, to
the Mandatory Tender Date, and shall be paid in full on the applicable Mandatory Tender Date.
Mandatory Tender Dates. The Mandatory Tender Dates shall consist of (1) the Initial Mandatory
Tender Date; and (2) any subsequent dates for mandatory tender of the Bonds established by the Borrower
with the consent of the Remarketing Agent in connection with a remarketing of the Bonds pursuant to the
Indenture.
Holding of Tendered Bonds. While tendered Bonds are in the custody of the Trustee pending
purchase pursuant to the Indenture, the tendering Holders thereof shall be deemed the owners thereof for
all purposes, and interest accruing on tendered Bonds through the day preceding the applicable Mandatory
Tender Date is to be paid as if such Bonds had not been tendered for purchase.
Effect of Prior Redemption. Notwithstanding anything in the Indenture to the contrary, any Bond
tendered in accordance with the provisions described under this caption will not be purchased if such Bond
matures or is redeemed on or prior to the applicable Mandatory Tender Date.
Purchase of Tendered Bonds. The Trustee shall utilize the following sources of payments to pay
the tender price of the Bonds not later than 2:30 p.m. Local Time on the Mandatory Tender Date in the
following priority: (1) amounts representing proceeds of remarketed Bonds deposited in the Remarketing
Proceeds Account to pay the principal amount, plus accrued interest, of Bonds tendered for purchase; (2)
amounts on deposit in the Collateral Fund to pay the principal amount of Bonds tendered for purchase; (3)
amounts on deposit in the Interest Account of the Bond Fund to pay the accrued interest, if any, on Bonds
tendered for purchase; (4) amounts on deposit in the Project Fund to pay the accrued interest, if any, on the
Bonds tendered for purchase; and (5) any other Available Money available or made available for such
purpose at the written direction of the Borrower.
Undelivered Bonds. Bonds shall be deemed to have been tendered for purposes described under
this caption whether or not the Holders shall have delivered such Undelivered Bonds to the Trustee, and
subject to the right of the Holders of such Undelivered Bonds to receive the purchase price of such Bonds
and interest accrued thereon to the Mandatory Tender Date, such Undelivered Bonds shall be null and void.
If such Undelivered Bonds are to be remarketed, the Trustee shall authenticate and deliver new Bonds in
replacement thereof pursuant to the remarketing of such Undelivered Bonds.
Mandatory Tender Notice
Notice to Holders. Not less than thirty (30) days preceding a Mandatory Tender Date, the Trustee
shall give written notice of Mandatory Tender to the Holders of the Bonds then Outstanding (with a copy
to the Borrower, the Investor Limited Partners, and the Remarketing Agent) as set forth in an exhibit to the
Indenture by e-mail or first class mail, postage prepaid, at their respective addresses appearing on the
Register stating:
(1) the Mandatory Tender Date and that (i) all Outstanding Bonds are subject to
Mandatory Tender for purchase on the Mandatory Tender Date; (ii) all Outstanding Bonds must be
tendered for purchase no later than 12:00 Noon Local Time on the Mandatory Tender Date; and
(iii) the Holders will not have the right to elect to retain their Bonds;
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