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Home My WebLink About24 - Bond Indenture - 2011A 2011B 2011CCITY OF NEWPORT BEACH and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Bond Trustee BOND INDENTURE Dated as of February 1, 2011 Relating to $[Principal Amount] CITY OF NEWPORT BEACH REVENUE BONDS (HOAG MEMORIAL HOSPITAL PRESBYTERIAN) SERIES 2011A, 2011B AND 2011C OHS West:261051319.1 DRAFT OH &S 12/09/10 This BOND INDENTURE, made and entered into as of February 1, 2011, by and between the CITY OF NEWPORT BEACH, a municipal corporation and charter city duly organized and existing under a freeholder's charter under the Constitution and the laws of the State of California (the "City"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, being qualified to accept and administer the trusts hereby created (the "Bond Trustee "); WITNESSETH: WHEREAS, the City is a municipal corporation and charter city duly organized and existing under a freeholder's charter under the Constitution and the laws of the State of California, and pursuant to the Charter of the City (as it may from time to time be amended, hereinafter called the "Charter ") has the right and power to make and enforce all laws and regulations in respect to municipal affairs and certain other matters in accordance with and as more particularly provided in Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 200 of Article II of the Charter, and pursuant to such right and power the City Council of the City adopted Ordinance No. 85 -23 and 84 -4 (said Ordinances, as the same may from time to time be amended, being hereafter called the "Law "); WHEREAS, the City is authorized under the Law to issue its bonds for the purpose of making secured or unsecured loans to any participating health institution (as defined in the Law) for the cost (as defined in the Law) of acquiring, constructing, rehabilitating or improving a health facility (as defined in the Law) or financing thereof or working capital therefor, including reimbursement of costs already expended for such purpose, and for refinancing outstanding obligations of such participating health institution incurred to finance the cost of acquiring, constructing, rehabilitating or improving a health facility or financing working capital for such health facility, all for the purposes set forth in the Law; WHEREAS, Hoag Memorial Hospital Presbyterian, a California nonprofit public benefit corporation (the "Corporation "), has requested the assistance of the City in the financing and refinancing of the acquisition, construction and equipping of health facilities located within the City; WHEREAS, the City has previously provided such assistance through the issuance of its City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2009B and 2009C (the "Prior Bonds "); WHEREAS, the Corporation has requested the assistance of the City in the refunding of the outstanding Prior Bonds; WHEREAS, the Corporation has also requested the assistance of the City in the acquisition, construction, and equipping of health facilities located within the City; WHEREAS, after due investigation and deliberation, the City has approved said request and authorized the issuance of its Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011A, 2011B and 2011C (collectively, the "Bonds ") in the aggregate principal amount of [principal amount in words- dollars ($[Principal Amount] to provide such assistance to the Corporation in accordance with the Law; OHS West:261051319.1 WHEREAS, the City has duly entered into a loan agreement, dated as of February 1, 2011, with the Corporation specifying the terms and conditions of a loan by the City to the Corporation of the proceeds of the Bonds and of the payment by the Corporation to the City of amounts sufficient for the payment of the principal of and interest and premium, if any, on the Bonds, the Tender Price, under circumstances described therein, and certain related expenses; WHEREAS, pursuant to a master trust indenture, dated as of May 1, 2007 (the "Master Indenture "), between the Corporation, Newport Healthcare Center LLC, a California limited liability company ( "NHC "), the sole corporate member for which is the Corporation, and Wells Fargo Bank, National Association, as master trustee (the "Master Trustee "), and a Supplemental Master Indenture for Obligation No. 10, dated as of February 1, 2011, between the Corporation and the Master Trustee ( "Supplement No. 10 "), the Corporation has issued its Obligation No. 10 to evidence the joint and several obligation of the Members to make all payments required of the Corporation under the Loan Agreement, including amounts sufficient to pay the principal of and premium, if any, and interest on the Bonds, the Tender Price, under circumstances described therein, and certain related expenses; WHEREAS, payments of the principal of, interest on, and Purchase Price of the Bonds, will be initially secured by a direct -pay letter of credit to be issued by JPMorgan Chase Bank, National Association, simultaneously with the issuance and delivery of the Bonds. WHEREAS, to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal (or Redemption Price) thereof and interest thereon, the City has authorized the execution and delivery of this Bond Indenture; and WHEREAS, the Bonds, and the Bond Trustee's certificate of authentication and assignment to appear thereon, shall be in substantially the following forms, respectively, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Bond Indenture: OHS West:261051319.1 2 FORM OF BOND NUMBER PRINCIPAL AMOUNT R- $ CITY OF NEWPORT BEACH REVENUE BOND (HOAG MEMORIAL HOSPITAL PRESBYTERIAN) SERIES 2011 MATURITY DATE INTEREST RATE DATED CUSIP NUMBER Variable REGISTERED HOLDER: Cede & Co. CITY OF NEWPORT BEACH, a municipal corporation and charter city duly organized and existing under a freeholder's charter under the Constitution and the laws of the State of California, (the "City"), for value received, hereby promises to pay (but only out of the Revenues and other assets pledged therefor as hereinafter mentioned) to the Registered Holder specified above or registered assigns, on the Maturity Date specified above (unless this Bond shall have been previously called for redemption in whole or in part and payment of the Redemption Price (as hereinafter provided) shall have been duly made), the Principal Amount specified above, in lawful money of the United States of America; and to pay interest thereon (but only from said Revenues and other assets pledged therefor) in like lawful money from the date hereof until payment of such principal sum shall be discharged as provided in the Bond Indenture hereinafter mentioned, at the rates per annum determined as set forth below, payable on each Interest Payment Date (as defined below). The principal (or Redemption Price) hereof is payable at the designated corporate trust office of Wells Fargo Bank, National Association (together with any successor Bond Trustee as provided in the Bond Indenture, as defined below, the "Bond Trustee "). Interest hereon is payable by check mailed on each Interest Payment Date to the Holder hereof as of the close of business on the Record Date (as hereinafter defined) at the address appearing on the bond registration books maintained by the Bond Trustee; provided, however, that in the case of Bonds bearing interest at Bond Interest Term Rates (as hereinafter described), or Bonds bearing interest other than at a Bond Interest Term Rate for a Holder who owns an aggregate principal amount in excess of $1,000,000 of Bonds as shown on the registration books maintained by the Bond Trustee and who, prior to the Record Date next preceding any Interest Payment Date, shall have provided the Bond Trustee with written wire transfer instructions, in accordance with such written wire transfer instructions and the Bond Indenture, provided that while this Bond bears interest at Bond Interest Term Rates, except if registered in the name of the Securities Depository (as defined in the Bond Indenture), interest payable hereon is payable only upon presentation hereof to the Bond Trustee, at its Principal Office (hereinafter identified). OHS West:261051319.1 3 THIS BOND IS A LIMITED OBLIGATION OF THE CITY PAYABLE SOLELY FROM PAYMENTS REQUIRED TO BE MADE PURSUANT TO THE LOAN AGREEMENT AND BY THE OBLIGATED GROUP PURSUANT TO OBLIGATION NO. 8 ISSUED PURSUANT TO THE MASTER INDENTURE. NEITHER THE STATE OF CALIFORNIA NOR THE CITY SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THIS BOND, OR THE PREMIUM OR INTEREST THEREON OR THE TENDER PRICE THEREOF, EXCEPT FROM THE FUNDS PROVIDED UNDER THE LOAN AGREEMENT, OBLIGATION NO. 8 AND THE BOND INDENTURE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE PREMIUM OR INTEREST ON THIS BOND OR THE TENDER PRICE THEREOF. THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR TO PLEDGE ANY FORM OF TAXATION OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. The Record Date means (i) with respect to any Bonds bearing interest at a Daily Interest Rate (as hereinafter described), a Weekly Interest Rate (as hereinafter described), a Remarketing Window Interest Rate (as hereinafter defined) or a Bond Interest Term Rate (as hereinafter described), the Business Day (as hereinafter described) immediately preceding the related Interest Payment Date, and (ii) with respect to any Bonds bearing interest at a Long -Term Interest Rate, the 15th day of the calendar month immediately preceding the calendar month in which such Interest Payment Date falls or, in the event that an Interest Payment Date shall occur less than 15 days after the first day of a Long -Term Interest Rate Period, such first day (each a "Record Date "). If available funds are insufficient on any Interest Payment Date to pay the interest then due, such interest shall continue to accrue thereon but shall cease to be payable to the Holders shown on the registration books of the Bond Trustee as of the related Record Date. If sufficient funds for the payment of the overdue interest thereafter become available, the Bond Trustee shall establish a special interest payment date (any such date being herein referred to as a "Special Interest Payment Date ") on which such overdue interest shall be paid and a special record date for determining the Bondholders entitled to such payments (any such date shall be a Business Day and shall be referred to as a "Special Record Date "), shall mail a notice of each such date to each Holder at least ten days prior to the Special Record Date, but not more than thirty days prior to the Special Interest Payment Date, and shall pay the overdue interest to the Holders on the Special Interest Payment Date. This Bond is issuable in denominations of $100,000 or any integral multiple of $5,000 in excess of $100,000 for Bonds during the Daily Interest Rate Period, Short-Tenn Interest Rate Period, Remarketing Window Interest Rate Period or Weekly Interest Rate Period. During the Long -Term Interest Rate Period, this Bond shall be issuable in denominations of $5,000 or any integral multiple thereof. This Bond is one of a duly authorized issue of bonds of the City designated as "City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011_" (the "Series 2011 Bonds "), limited in aggregate principal amount to $ , and issued pursuant to the provisions of Ordinance No. 105 -23 and 84 -4 of the City (the "Law ") and OHS West:261051319.1 4 a bond indenture, dated as of February 1, 2011, between the City and the Bond Trustee (the "Bond Indenture "). The Series 2011_ Bonds are issued under the Bond Indenture on a parity with bonds of the City designated as "City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011_" (the "Series 2011_ Bonds ") and Series 2011_" (the "Series 2011_ Bonds "). The Series 2011A Bonds, the Series 2011B Bonds and the Series 2011C Bonds are collectively referred to as the "Bonds." The Bonds are issued for the purpose of making a loan to Hoag Memorial Hospital Presbyterian, a California nonprofit public benefit corporation (the "Corporation "), pursuant to a loan agreement, dated as of February 1, 2011 (the "Loan Agreement'), between the City and the Corporation, for the purposes and on the terms and conditions set forth therein. Reference is hereby made to the Bond Indenture (a copy of which is on file at said designated corporate trust office of the Bond Trustee) and all indentures supplemental thereto, to the Loan Agreement (a copy of which is on file at said designated corporate trust office of the Bond Trustee) and to the Law for a description of the rights thereunder of the Holders of the Bonds, of the nature and extent of the security, of the rights, duties and immunities of the Bond Trustee and of the rights and obligations of the City thereunder, to all the provisions of which Bond Indenture and Loan Agreement the Holder of this Bond, by acceptance hereof, assents and agrees. Capitalized terms not otherwise defined herein have the meanings set forth in the Bond Indenture. The Bonds and the interest thereon are payable from Revenues (as that term is defined in the Bond Indenture) and are secured by a pledge and assignment of said Revenues and of amounts held in the funds and accounts established pursuant to the Bond Indenture (other than the Bond Purchase Fund and the Rebate Fund), subject only to the provisions of the Bond Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Bond Indenture. The Bonds are further secured by an assignment of the right, title and interest of the City in the Loan Agreement (to the extent and as more particularly described in the Bond Indenture) and in Obligation No. 10, dated as of the date of initial delivery of the Bonds, and issued by the Corporation, pursuant to the terms of a master trust indenture, dated as of May 1, 2007, (the "Master Indenture "), between the Corporation, Newport Healthcare Center LLC, a California limited liability company, the sole corporate member of which is the Corporation, and Wells Fargo Bank, National Association, as Master Trustee (herein called the "Master Trustee ") and a supplemental master indenture, dated as of February 1, 2011, between the Corporation and the Master Trustee. The term of the Series 2011_ Bonds will be divided into consecutive Interest Rate Periods during each of which the Series 2011_ Bonds shall bear interest at a Daily Interest Rate (a "Daily Interest Rate Period "), a Weekly Interest Rate (a "Weekly Interest Rate Period "), a Long -Term Interest Rate (a "Long -Term Interest Rate Period "), a Remarketing Window Interest Rate (a "Remarketing Window Interest Rate Period ") or Bond Interest Term Rates for one or more consecutive Bond Interest Terms (a "Short-Term Interest Rate Period "). Under the conditions set forth in the Bond Indenture, Bonds bearing interest at Long -Term Interest Rate for a period of ten years or less may be designated as bearing interest at an Intermediate -Term Interest Rate. The Interest Rate Period on the Series 2011_ Bonds thereafter may be adjusted from rime to time to a Daily Interest Rate Period, a Weekly Interest Rate Period, a Remarketing Window Interest Rate Period, a Short-Term Interest Rate Period or a Long -Term Interest Rate OHS West:261051319.1 5 Period and thereafter again adjusted as described in the Bond Indenture. As hereinafter described, the Series 2011 Bonds are subject to mandatory purchase on the first day of any Interest Rate Period. During any Daily Interest Rate Period, interest on this Bond shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Accrual Date and ending on the day immediately preceding the next Interest Payment Date. During any Weekly Interest Rate Period for the Series 2011 Bonds, interest on the Series 2011_ Bonds shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Accrual Date (or, if any Interest Payment Date is not a Wednesday, commencing on the second preceding Interest Accrual Date) and ending on the Tuesday immediately preceding the Interest Payment Date (or, if sooner, the last day of the Weekly Interest Rate Period). During any Remarketing Window Interest Rate Period for the Series 2011_ Bonds, interest on the Bonds shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Accrual Date (or, if any Interest Payment Date is not a Thursday, commencing on and including the second preceding Interest Accrual Date) and ending on and including the Wednesday immediately preceding the Interest Payment Date (or, if sooner, the last day of the Remarketing Window Interest Rate Period). During any Short-Term Interest Rate Period or Long -Term Interest Rate Period for the Series 2011 Bonds, interest on this Bond shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Accrual Date and ending on the day immediately preceding such Interest Payment Date. In any event, interest on this Bond shall be payable for the final Interest Rate Period to the date on which this Bond shall have been paid in full. Interest shall be computed, in the case of a Long -Term Interest Rate Period, on the basis of a 360 -day year consisting of twelve 30 -day months, in the case of any other Interest Rate Period, on the basis of a 365- or 366- day year, as the case may be, for the actual number of days elapsed. The term "Interest Accrual Date" means (i) with respect to any Weekly Interest Rate Period, the first day thereof and, thereafter, the first Wednesday of each calendar month during such Weekly Interest Rate Period (whether or not a Business Day), (ii) with respect to any Daily Interest Rate Period or Long -Term Interest Rate Period, the first day thereof and, thereafter, each Interest Payment Date in respect thereof, other than the last such Interest Payment Date, (iii) with respect to each Remarketing Window Interest Rate Period, the first day thereof and, thereafter, the first Thursday of each calendar month during such Remarketing Window Interest Rate Period, and (iv) with respect to each Bond Interest Term within a Short- Term Interest Rate Period, the first day thereof. The term "Interest Payment Date" means (i) with respect to any Daily Interest Rate Period, the first Business Day of each month, (ii) with respect to any Weekly Interest Rate Period, the first Wednesday of each calendar month or, if such first Wednesday shall not be a Business Day, the next succeeding Business Day, (iii) with respect to any Long -Term Interest Rate Period, each June 1 and December 1, commencing on or after December 1, 2011, provided that if any such June 1 or December 1 is not a Business Day, the next succeeding Business Day, (iv) with respect to any Remarketing Window Interest Rate Period, the first Thursday of each calendar month, or if the first Thursday is not a Business Day, the next succeeding Business Day, (v) with respect to any Bond Interest Term, the day next succeeding the last day thereof, (vi) with respect to any Interest Rate Period that is different than the immediately preceding Interest Rate Period, the first day thereof, and (vii) with respect to OHS West:261051319.1 6 each Bond, the Maturity Date of such Bond. The term "Business Day" any day other than a Saturday, Sunday or a day on which banks located in (a) the State of California or the State of New York, (b) the city or cities in which the principal corporate trust office of the Trustee and the Tender Agent is located, (c) the city or cities in which the office of the Credit Facility Provider and/or Liquidity Facility Provider at which drawings under the Credit Facility and/or Liquidity Facility are to be presented is located, and (d) the city in which the principal office of each Remarketing Agent is located, are required or authorized to remain closed or on which The New York Stock Exchange is closed. The interest rate on the Series 2011 Bonds shall be determined as follows: (1) Daily Interest Rates. During each Daily Interest Rate Period this Bonds shall bear interest at the Daily Interest Rate, which shall be determined by the Remarketing Agent by no later than 10:00 a.m., New York City time, on each Business Day. The Daily Interest Rate shall be the rate of interest per annum determined by the Remarketing Agent to be the minimum interest rate which, if borne by the Series 2011 Bonds, would enable the Remarketing Agent to sell the Series 2011_ Bonds on the effective date of such rate at a price (without regarding accrued interest) equal to the principal amount thereof. In the event that the Remarketing Agent fails to establish a Daily Interest Rate for any Business Day, then the Daily Interest Rate for such Business Day shall be the same as the Daily Interest Rate for the immediately preceding Business Day if the Daily Interest Rate for such preceding Business Day was determined by the Remarketing Agent. Subject to the Indenture, in the event that the Daily Interest Rate for the immediately preceding Business Day was not determined by the Remarketing Agent, or in the event that the Daily Interest Rate determined by the Remarketing Agent shall be held to be invalid or unenforceable by a court of law, then the interest rate for such Business Day shall be equal to 110% of the SIFMA Swap Index on the day such Daily Interest Rate would otherwise be determined as provided in the Bond Indenture for such Daily Interest Rate Period, until the Remarketing Agent is able to set the rate as required under the Bond Indenture. (2) Weekly Interest Rate. During each Weekly Interest Rate Period, this Bond shall bear interest at the Weekly Interest Rate, which shall be determined by the Remarketing Agent by no later than 5:00 p.m., New York City time, on Tuesday of each week during such Weekly Interest Rate Period or if such day shall not be a Business Day, then on the next succeeding Business Day. The first Weekly Interest Rate for each Weekly Interest Rate Period shall be determined on or prior to the first day of such Weekly Interest Rate Period and shall apply to the period commencing on the first day of such Weekly Interest Rate Period and ending on the next succeeding Tuesday (whether or not a Business Day). Thereafter, each Weekly Interest Rate shall apply to the period commencing on the first Wednesday on or after the date of determination thereof (whether or not a Business Day) and ending on the next succeeding Tuesday (whether or not a Business Day), unless such Weekly Interest Rate Period shall end on a day other than a Tuesday, in which event the last Weekly Interest Rate for such Weekly Interest Rate Period shall apply to the period commencing on the Wednesday (whether or not a Business Day) preceding the last day of such Weekly Interest Rate Period and ending on the last day of such Weekly Interest Rate Period. The Weekly OHS West:261051319.1 7 Interest Rate shall be the rate of interest per annum determined by the Remarketing Agent to be the minimum interest rate which, if borne by the Series 2011 Bonds, would enable the Remarketing Agent to sell the Series 2011_ Bonds on the effective _ date and at the time of such determination at a price (without regard to accrued interest) equal to the principal amount thereof. In the event that the Remarketing Agent fails to establish a Weekly Interest Rate for any week, then the Weekly Interest Rate for such week shall be the same as the Weekly Interest Rate for the immediately preceding week if the Weekly Interest Rate for such preceding week was determined by the Remarketing Agent. In the event that the Weekly Interest Rate for the immediately preceding week was not determined by the Remarketing Agent, or in the event that the Weekly Interest Rate determined by the Remarketing Agent shall be held to be invalid or unenforceable by a court of law, then the interest rate for such week shall be equal to 110% of the SIFMA Swap Index on the day such Weekly Interest Rate would otherwise be determined as provided in the Bond Indenture for such Weekly Interest Rate Period, until the Remarketing Agent is able to set the rate as required under the Bond Indenture. (3) Long -Term Interest Rate. During each Long -Term Interest Rate Period, this Bond shall bear interest at the Long -Term Interest Rate. The Long - Term Interest Rate shall be determined by the Remarketing Agent on a Business Day no later than the effective date of such Long -Term Interest Rate Period. Subject to the detailed provisions set forth in the Bond Indenture the Long -Term Interest Rate shall be the rate of interest per annum determined by the Remarketing Agent to be the minimum interest rate which, if borne by the Series 2011_ Bonds, would enable the Remarketing Agent to sell the Series 2011_ Bonds on the date and at the time of such determination at a price equal to the principal amount thereof (or at a discount below or premium above par if Bond Counsel (as defined in the Bond Indenture) delivers a Favorable Opinion of Bond Counsel (as defined in the Bond Indenture) to the Bond Trustee). If, for any reason, the Long -Term Interest Rate is not so determined for the Long -Term Interest Rate Period by the Remarketing Agent on or prior to the first day of such Long -Term Interest Rate Period, then the Series 2011_ Bonds shall bear interest at the Weekly Interest Rate and shall continue to bear interest at a Weekly Interest Rate until such time as the interest rate on such Bonds shall have been adjusted to a Daily Interest Rate, Bond Interest Term Rates, a Remarketing Window Interest Rate, or a Long -Term Interest Rate, as provided in the Bond Indenture. (4) Bond Interest Term Rates. During each Short-Term Interest Rate Period, this Bond shall bear interest during each Bond Interest Term at the Bond Interest Term Rate. The Bond Interest Term and the Bond Interest Term Rate need not be the same for any two Bonds, even if determined on the same date. Each of such Bond Interest Terms and Bond Interest Term Rates for each Bond shall be determined by the Remarketing Agent, after consultation with the Corporation, no later than the first day of each Bond Interest Term. Each Bond Interest Term shall be for a period of days within the range or ranges announced as possible Bond Interest Terms no later than 9:30 a.m., New York City time, on the first day of each Bond Interest Term by the Remarketing Agent. Each Bond Interest Term for each Bond shall be a period of not more than one hundred eighty (180) days, determined by the Remarketing Agent to be the period which, together with all other Bond Interest Terms for all Series 2011 Bonds OHS West:261051319.1 8 then Outstanding, will result in the lowest overall interest expense on the Series 2011_ Bonds. Each Bond Interest Term shall end on either a day which immediately precedes a Business Day or on the day immediately preceding the Maturity Date for the Series 2011 Bonds. No Bond Interest Term shall be set to end on a day later than the fifth day preceding the expiration of any Liquidity Facility applicable to the Series 2011_ Bonds. If, for any reason, a Bond Interest Term for any Bond cannot be so determined by the Remarketing Agent, or if the determination of such Bond Interest Term is held by a court of law to be invalid or unenforceable, then such Bond Interest Term shall be thirty (30) days, but if the last day so determined shall not be a day immediately preceding a Business Day, shall end on the first day immediately preceding the Business Day next succeeding such last day, or if such last day would be after the day immediately preceding the Maturity Date, shall end on the day immediately preceding the Maturity Date. Each Bond Interest Term shall end on either a day which immediately precedes a Business Day or on the day immediately preceding the Maturity Date for the Series 2011 Bonds. The Bond Interest Term Rate shall be the rate of interest per annum determined by the Remarketing Agent to be the minimum interest rate which, if borne by this Bond, would enable the Remarketing Agent to sell this Bond on the date and at the time of such determination at a price equal to the principal amount thereof. If, for any reason, a Bond Interest Term Rate for any Bond is not so established by the Remarketing Agent for any Bond Interest Term, or such Bond Interest Term Rate is determined by a court of law to be invalid or unenforceable, then the Bond Interest Term Rate for such Bond Interest Tenn shall be the rate per annum equal to 110% of the SIFMA Swap Index on the first day of such Bond Interest Tenn. (5) Remarketing Window Interest Rates. During each Remarketing Window Interest Rate Period, this Bond shall bear interest at the Remarketing Window Interest Rate, which shall be determined by the Remarketing Window Calculation Agent each Thursday (or if such day is not a Business Day, then on the next succeeding Business Day) and shall be equal to the SIFMA Swap Index on such day plus the Remarketing Window Spread. The Remarketing Window Calculation Agent shall furnish each Remarketing Window Interest Rate so determined to the Bond Trustee, the Remarketing Agent, the City and the Corporation by Electronic Means no later than the Business Day next succeeding the date of determination. The first Remarketing Window Interest Rate for each Remarketing Window Interest Rate Period shall be determined on or prior to the first day of such Remarketing Window Interest Rate Period, shall apply to the period commencing on the first day of such Remarketing Window Interest Rate Period and ending on and including the next succeeding Wednesday and shall be equal to the SIFMA Swap Index as of the first day of such Remarketing Window Interest Rate Period (or, if the first day of such Remarketing Window Interest Rate Period is not a Thursday, the SIFMA Swap Index as of the Thursday preceding the first day of such Remarketing Window Interest Rate Period) plus the Remarketing Window Spread. Thereafter, each Remarketing Window Interest Rate shall apply to the period commencing on and including Thursday and ending on and including the next succeeding Wednesday, unless such Remarketing Window Interest Rate Period ends on a day other than Wednesday, in which event the last Remarketing Window Interest Rate for such Remarketing Window hnterest Rate Period shall apply to the period commencing on and including the Thursday preceding the last day of such Remarketing Window Interest Rate OHS West:261051319.1 9 Period and ending on and including the last day of such Remarketing Window Interest Rate Period. During each Remarketing Window Interest Rate Period, the Remarketing Agent may (i) with the consent of the Corporation, increase the Remarketing Window Spread effective as of any Remarketing Window Optional Tender Date during each Remarketing Window, any Remarketing Window Mandatory Tender Date or a mandatory Tender Date for all of the Series 2011_ Bonds that occurs at the direction of the Corporation (as described below) during such Remarketing Window Interest Rate Period, or (ii) reduce the Remarketing Window Spread effective as of any Remarketing Window Mandatory Tender Date or a mandatory Tender Date for all of the Series 2011_ Bonds at the direction of the Corporation (as described below) during such Remarketing Window Interest Rate Period. The sum of the SIFMA Swap Index plus the revised Remarketing Window Spread shall be equal to the rate of interest per annum determined by the Remarketing Agent (based on an examination of tax exempt obligations comparable, in the judgment of the Remarketing Agent, to the Series 2011 Bonds and known by the Remarketing Agent to have been priced or traded under then prevailing market conditions) to be the minimum interest rate which, if borne by the Series 2011 Bonds, would enable the Remarketing Agent to sell all of the Series 2011_ Bonds on the effective date of the revised Remarketing Window Spread at a price (without regard to accrued interest) equal to the principal amount thereof. A revised Remarketing Window Spread shall apply to all Series 2011_ Bonds bearing interest at a Remarketing Window Interest Rate as of the effective date of the revised Remarketing Window Spread. If the Remarketing Window Interest Rate for any week is held to be invalid or unenforceable by a court of law or if the SIFMA Swap Index is not available for any week, then the Remarketing Window Interest Rate for such week shall be equal to 85% of the interest rate on 30 day high grade unsecured commercial paper notes sold through dealers by major corporations as reported in The Wall Street Journal on the day such Remarketing Window Interest Rate would otherwise be determined as provided herein for such Remarketing Window Interest Rate Period, plus the Remarketing Window Spread. Notice of Conversion oflnterest Rate Period. The Bond Trustee shall give notice by first class mail of a conversion in the Interest Rate Period not less than ten (10) days prior to the proposed effective date of such Interest Rate Period. If notice of such conversion has been mailed to the Holders of the Series 2011 Bonds and Bond Counsel fails to deliver a Favorable Opinion of Bond Counsel (as that term is defined in the Bond Indenture), if required pursuant to the Bond Indenture, or if other conditions precedent to such conversion have not been satisfied, the Series 2011_ Bonds (except Series 2011_ Bonds in a Remarketing Window Interest Rate Period) shall continue to be subject to mandatory tender for purchase (as described herein) on the date that would have been the effective date of such conversion. Optional Purchase of Bonds During Daily and Weekly Interest Rate Period. During any Weekly Interest Rate Period, any Eligible Bond of such Series shall be purchased at the option of the Holder on any Business Day at a purchase price equal to the Tender Price (as defined in the Bond Indenture), payable in immediately available funds, upon delivery to the Tender Agent at its Principal Office for delivery of notices and to the Remarketing Agent of an irrevocable written notice which states the name of such Bond, the principal amount of such OHS West:261051319.1 10 Bond and the date on which the same shall be purchased, which date shall be a Business Day not prior to the seventh day next succeeding the date of the delivery of such notice to the Tender Agent. Any notice delivered to the Tender Agent after 4:00 p.m., New York City time, shall be deemed to have been received on the next succeeding Business Day. For payment of such Tender Price on the date specified in such notice, such Bond must be delivered, at or prior to 10:00 a.m., New York City time, on the date specified in such notice, to the Tender Agent at its Principal Office, accompanied by an instrument of transfer hereof, in form satisfactory to the Tender Agent executed in blank by the Holder hereof or the Holder's duly authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. The giving of notice by a Holder of such Bond that such Holder elects to have such Bond purchased during a Weekly Interest Rate Period as described above shall constitute the irrevocable tender for purchase of such Bond with respect to which such notice shall have been given irrespective of whether such Bond shall be delivered to the Tender Agent for purchase. During any Daily Interest Rate Period, any Eligible Bond of such Series shall be purchased from its Holder at the option of the Holder on any Business Day at a Tender Price equal to the principal amount thereof plus accrued interest, if any, to the Tender Date payable in immediately available funds, upon delivery to the Tender Agent at its Corporate Trust Office for delivery of notices and to the Remarketing Agent of an irrevocable written notice which states the name and Series designation of the Bond, the principal amount and the Tender Date, which may be the same Business Day as the notice date so long as the notice is duly delivered no later than 11:00 a.m., New York City time. For payment of such Tender Price on the date specified in such notice, such Bond must be delivered, at or prior to 12:00 noon, New York City time, on the date specified in such notice, to the Tender Agent at its Principal Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the Holder thereof or by the Holder's duly- authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of The New York Stock Exchange. Mandatory Tender for Purchase on Day Next Succeeding the Last Day of Each Bond Interest Tenn. On the day next succeeding the last day of each Bond Interest Term for any Bond while in a Short-Term Interest Rate Period, unless such day is the first day of a new Interest Rate Period (in which event such Bond shall be subject to mandatory tender for purchase as described in the immediately succeeding paragraph) such Bond shall be purchased from its Holder at a purchase price equal to the principal amount hereof plus accrued interest to but not including the Tender Date (as defined in the Bond Indenture), payable in immediately available funds, if such Bond is delivered to the Tender Agent not later than 10:00 a.m., New York City time, on such day or, if delivered after 10:00 a.m., New York City time, payable on the next succeeding Business Day; provided, however, that in any event such Bond will not bear interest at the Bond Interest Term Rate after the last day of each Bond Interest Term. The Tender Price of any Bond so purchased shall be payable only upon surrender of such Bond to the Tender Agent at its Principal Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the Holder thereof or by the Holder's duly authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. No notice of mandatory purchase following the end of a Short-term Interest Rate Period shall be required to be given to the Bondholders. OHS West:261051319.1 I I Mandatory Tender for Purchase on First Day of Each Interest Rate Period. Eligible Bonds shall be subject to mandatory tender for purchase on the first day of each Interest Rate Period and the first day of each succeeding Long -Term Interest Rate Period with respect to such Bonds, or on the day which would have been the first day of an Interest Rate Period with respect to such Bonds in the event that one of the conditions precedent to the conversion to a new Interest Rate Period shall not be met as described in the Bond Indenture (unless such Bonds were previously bearing a Remarketing Window Interest Period Rate, in which case there is no mandatory tender), at the Tender Price, payable in immediately available funds in accordance with the Bond Indenture. The Tender Price of any Bond so purchased shall be payable only upon surrender of such Bond to the Tender Agent at its Principal Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the Holder thereof or by the Holder's duly authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange, at or prior to 10:00 a.m., New York City time, on the date specified for such delivery in this paragraph or in the notice of conversion to a new Interest Rate Period provided to the Holders by the Bond Trustee. Mandatory Tender for Purchase upon Termination, Replacement, Addition or Expiration of Liquidity Facility; Mandatory Liquidity Tender. If at any time the Bonds shall cease to be subject to purchase pursuant to the Liquidity Facility then in effect with respect to such Bond as a result of (i) the termination, replacement or expiration of the term, as extended, of that Liquidity Facility, including but not limited to termination at the option of the Corporation in accordance with the terms of such Liquidity Facility, or (ii) the occurrence of a Mandatory Liquidity Tender, then the Bonds shall be subject to mandatory tender for purchase at the Tender Price. If a Self- Liquidity Arrangement is replaced with an Alternate Liquidity Facility, then the Bonds shall be subject to mandatory tender for purchase at the Tender Price. Any such purchase of the Bonds pursuant to the Bond Indenture shall occur: (1) on the fifth Business Day preceding any such expiration or termination of such Liquidity Facility without replacement by an Alternate Liquidity Facility, a Self- Liquidity Arrangement or a Liquidity Facility or (2) on the fifth Business Day following receipt by the Bond Trustee of notice from the Liquidity Facility Provider of a Mandatory Liquidity Tender, but in no event later than the second Business Day preceding any expiration of the Liquidity Facility, and (3) on the proposed date of the replacement of a Liquidity Facility or a Self - Liquidity Arrangement, in any case where an Alternate Liquidity Facility is to be delivered to the Tender Agent pursuant to the Loan Agreement or a Self - Liquidity Arrangement is to become effective pursuant to the Loan Agreement. For purposes of this provision, "Mandatory Liquidity Tender" means the mandatory tender of the Bonds pursuant to the provisions of the Bond Indenture upon receipt by the Bond Trustee of written notice from one or more Liquidity Facility Providers that an event with respect to the applicable Liquidity Facility has occurred which requires or gives the applicable Liquidity Facility Provider(s) the option to terminate such Liquidity Facility upon the designated notice. Mandatory Liquidity Tender shall not include circumstances, if any, where the Liquidity Facility Provider may suspend or terminate its obligations to purchase securities without notice, in which case there will be no mandatory tender. Optional and Mandatory Tender During Remarketing Window Interest Rate Period. During any Remarketing Window Interest Rate Period with respect to this Bond, a Bondholder may, at its option, tender this Bond for purchase by delivering an irrevocable written OHS West:261051319.1 12 notice (a "Remarketing Window Optional Tender Notice ") to the Tender Agent at its Principal Office for delivery of Bonds, to the Bond Trustee at its Principal Office and to the Remarketing Agent on any Business Day. A Remarketing Window Optional Tender Notice shall state the principal amount of such Bond and the principal amount thereof to be purchased. The giving of a Remarketing Window Optional Tender Notice by a Bondholder shall constitute the irrevocable tender for purchase of such Bond on the Tender Date for such Bond, if any, designated by the Remarketing Agent as described below (a "Remarketing Window Optional Tender Date "), regardless of whether this Bond is delivered to the Tender Agent for purchase on such Tender Date. If the Remarketing Agent identifies a purchaser for this Bond during the period beginning on the Business Day such Remarketing Window Optional Tender Notice is received by the Remarketing Agent and ending on the 30th day (or, if the 30th day is not a Business Day, the next succeeding Business Day) after such Remarketing Window Option Tender Notice is received by the Remarketing Agent (a "Remarketing Window "), the Remarketing Agent shall give notice by Electronic Means to the tendering Bondholder, the Tender Agent, the Bond Trustee, the City and the Corporation that a purchaser has been identified. Such notice shall designate the Remarketing Window Optional Tender Date for this Bond, which shall be the last day of the Remarketing Window or, if earlier, any Business Day that is at least seven days after such notice is received by the tendering Bondholder. The Tender Agent shall purchase this Bond on the Remarketing Window Optional Tender Date at the Tender Price. If sufficient remarketing proceeds are not available for the purchase of such Bond on the Remarketing Window Optional Tender Date, then the Remarketing Agent's designation of a Tender Date for this Bond shall be deemed to be rescinded, this Bond shall not be tendered or deemed tendered or required to be purchased on such date and no Event of Default shall occur pursuant to the Bond Indenture. For payment of the Tender Price on the Remarketing Window Optional Tender Date, if the Remarketing Window Optional Tender Notice was given by a Bondholder, this Bond must be delivered at or prior to 10:00 a.m. on the Remarketing Window Optional Tender Date to the Tender Agent at its Principal Office for delivery of Bonds, accompanied by an instrument of transfer, in form satisfactory to the Tender Agent executed in blank by the Bondholder or its duly authorized attorney, with such signature guaranteed by a commercial bank, trust company, or member firm of the New York Stock Exchange. If for any reason a Series 2011_ Bond for which a Remarketing Window Optional Tender Notice has been delivered is not purchased by the last day of the Remarketing Window, then all Series 2011_ Bonds shall be subject to mandatory tender for purchase on the day that is the last day of the Mandatory Tender Window (or, if the last day is not a Business Day, the next succeeding Business Day) after such Remarketing Window Optional Tender Notice is received by the Remarketing Agent (a "Remarketing Window Mandatory Tender Date ") at the Tender Price, payable in immediately available funds. For payment of the Tender Price on the Remarketing Window Mandatory Tender Date, Bonds must be delivered at or prior to 10:00 a.m. on the Remarketing Window Mandatory Tender Date. If delivered after that time, the Tender Price shall be paid on the next succeeding Business Day. The Tender Price shall be payable only upon surrender of such Bonds to the Tender Agent at its Principal Office for delivery of Bonds, OHS West:261051319.1 13 accompanied by an instrument of transfer, in form satisfactory to the Tender Agent, executed in blank by the Bondholder or its duly authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. The failure to pay the Tender Price of all tendered Series 2011_ Bonds when due and payable on a Remarketing Window Mandatory Tender Date shall constitute an Event of Default pursuant to the Bond Indenture. Notwithstanding the foregoing provisions of this paragraph, the Series 2011_ Bonds shall not be subject to mandatory tender for purchase on a Remarketing Window Mandatory Tender Date if they are otherwise subject to mandatory tender for purchase in connection with the conversion of the Bonds to a new Interest Rate Period after the last day of the Remarketing Window and before such Remarketing Window Mandatory Tender Date. Mandatory Tender at Option of the Corporation. During any Daily Interest Rate Period, Weekly Interest Rate Period or Remarketing Window Interest Rate Period, this Bond is subject to mandatory tender for purchase on any Business Day on which such Bond is subject to optional redemption from proceeds of hazard insurance or condemnation proceeds pursuant to the Bond Indenture, as designated by the Corporation, with the consent of the Liquidity Facility Provider (if any), at the Tender Price, payable in immediately available funds. Such purchase date shall be a Business Day not earlier than the 10th day following the second Business Day after receipt by the Bond Trustee of such designation. Tenders Generally. The Tender Agent may refuse to accept delivery of any Bond for which a proper instrument of transfer has not been provided; such refusal, however, shall not affect the validity of the purchase of such Bond as herein described. In the event that any Holder of a Bond who shall have given notice of such Holder's election to have this Bond purchased during a Weekly Interest Rate Period hereof or any Holder of a Bond subject to mandatory tender shall fail to deliver such Bond to the Tender Agent at the place and on the applicable date and time specified, or shall fail to deliver such Bond properly endorsed, such Bond shall constitute an "Undelivered Bond." If funds in the amount of the Tender Price of any Undelivered Bond are available for payment to the Holder thereof on the date and at the time specified in accordance with the Bond Indenture, then from and after the date and time of that required delivery, (i) such Undelivered Bond shall be deemed to be purchased and shall no longer be deemed to be Outstanding under the Bond Indenture; (ii) interest shall no longer accrue thereon; and (iii) funds in the amount of the Tender Price of such Undelivered Bond shall be held by the Tender Agent for the benefit of the Holder thereof, to be paid upon delivery (and proper endorsement) of the Undelivered Bond to the Tender Agent at its Principal Office. Any such funds held by the Tender Agent for the purchase of Undelivered Bonds shall be held uninvested. The obligation to purchase Bonds upon optional or mandatory tender is initially supported by an irrevocable letter of credit issued by JPMorgan Chase, National Association. Optional Redemption — Daily Interest Rate Period, Weekly Interest Rate Period and Remarketing Window Interest Rate Period. While any Daily Interest Rate Period, Weekly Interest Rate or Remarketing Window Interest Rate is in effect with respect to the Series 2011_ Bonds, the Series 2011 Bonds are subject to redemption prior to their stated maturity, at the option of the City (which option shall be exercised upon Request of the Corporation given to the Bond Trustee (unless waived by the Bond Trustee) at least two Business Days prior to the date notice of redemption is required to be given pursuant to the Bond Indenture), in whole or in part OHS West:261051319.1 14 (in such amounts and with respect to such Sinking Fund Installments as may be specified by the Corporation) on any date at a redemption price equal to the principal amount of Bonds called for redemption, plus accrued interest thereon (if any) to the date fixed for redemption, without premium, but only with Available Moneys (as defined in the Bond Indenture) at any time at which there is a Credit Facility in effect with respect to such Bonds. Optional Redemption — Long -Term Interest Rate Period. While any Long -Tenn Interest Rate is in effect with respect to the Series 2011— Bonds, the Series 2011_ Bonds are subject to redemption prior to their stated maturity at the option of the City (which option shall be exercised upon Request of the Corporation given to the Bond Trustee (unless waived by the Bond Trustee) at least two Business Days prior to the date notice of redemption is required to be given pursuant to the Bond Indenture), in whole or in part, on the first day following such Long - Term Interest Rate Period at a redemption price equal to the principal amount of Bonds called for redemption, plus accrued interest thereon (if any) to the date fixed for redemption, without premium, but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds and thereafter, during the period specified below (or, if approved by Bond Counsel, during the periods and at the redemption prices specified in a notice of the Corporation to the Bond Trustee) in whole or in part on any date, at the redemption prices (expressed as a percentage of principal amount) hereinafter indicated or specified in the notice of the Corporation to the Bond Trustee, plus accrued interest thereon (if any) to the date fixed for redemption, but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds: Length of Long -Term Interest Rate Period (expressed in years) Redemption Prices greater than 10 after 10 years at 100 % 10 or less not subject to optional redemption Optional Redemption — Short -Term Interest Rate Period. While any Bond Interest Tenn Rate is in effect, the Series 2011 Bonds subject to such Bond Interest Tenn Rate are also subject to redemption prior to their stated maturity, at the option of the City (which option shall be exercised upon Request of the Corporation given to the Bond Trustee (unless waived by the Bond Trustee) at least two Business Days prior to the date notice of redemption is required to be given pursuant to the Bond Indenture), in whole or in part (in such amounts and with respect to such Sinking Fund Installments as may be specified by the Corporation), on the day succeeding the last day of such Bond Interest Tenn at a Redemption Price equal to the principal amount of Series 2011_ Bonds called for redemption, plus accrued interest thereon (if any) to the date fixed for redemption, without premium, but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds. Purchase in Lieu of Optional Redemption. The Holder of this Bond, by purchase and acceptance hereof, irrevocably grants to the Corporation the option to purchase such Bond at any time such Bond is subject to optional redemption as described in immediately preceding paragraphs. This Bond is to be purchased at a purchase price equal to the then applicable Redemption Price of such Bond, plus accrued interest. The Corporation may only exercise such OHS West:261051319.1 15 option, after the Corporation shall have delivered a Favorable Opinion of Bond Counsel to the Bond Trustee, and shall have directed the Bond Trustee to provide notice of mandatory purchase, such notice to be provided, as and to the extent applicable, in accordance with the provisions of the Bond Indenture providing for notice of optional redemption of the Bonds. Bonds to be so purchased shall be selected by the Bond Trustee in the same manner as Bonds called for redemption pursuant to this Bond Indenture. On the date fixed for purchase of any Bond in lieu of redemption, the Corporation shall pay the purchase price of such Bond to the Bond Trustee in immediately available funds, and the Bond Trustee shall pay the same to the Holders of the Bonds being purchased against delivery thereof. No purchase of any Bond in lieu of redemption shall operate to extinguish the indebtedness of the City evidenced by such Bond. No Holder or Beneficial Owner may elect to retain a Bond subject to mandatory purchase in lieu of redemption. Optional Redemption — Insurance and Condemnation Proceeds. The Bonds are subject to redemption prior to their stated maturity, at the option of the City (which option shall be exercised upon Request of the Corporation in accordance with the Bond Indenture) in whole or in part, on any date, from hazard insurance or condemnation proceeds received with respect to the facilities of any of the Members and deposited in the Special Redemption Account, at a redemption price equal to the principal amount thereof, plus accrued interest thereon (if any) to the date fixed for redemption, without premium, but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds. Optional Redemption — Changes in Law; Unreasonable Burdens. In addition, the Bonds are also subject to redemption prior to their stated maturity at the option of the City (which option shall be exercised upon Request of the Corporation in accordance with the Bond Indenture) as a whole (but not in part) on any date at the principal amount thereof and interest accrued thereon (if any) to the date fixed for redemption, without premium, but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds, if as a result of any changes in the Constitution of the United States of America or any state or legislative or administrative action or inaction by the United States of America or any state, or any agency or political subdivision thereof, or by reason of any judicial decisions and there is a good faith determination by the Credit Group Representative that (a) the Master Indenture has become void or unenforceable or impossible to perform or (b) unreasonable burdens or excessive liabilities have been imposed on any Member, including without limitation, federal, state or other ad valorem property, income or other taxes not being imposed on the Date of Issuance. Mandatory Sinking Fund Redemption. The Series 2011_ Bonds are also subject to mandatory redemption prior to their stated maturity from Sinking Fund Installments payable on December 1 (subject to conversion in accordance with the Bond Indenture) of each year commencing December 1, 20 , in the amounts set forth in the Bond Indenture (provided, that if any such December 1 is not a Business Day, the applicable Sinking Fund Installment shall be paid on the next succeeding Business Day), at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest thereon (if any) to the date fixed for redemption, without premium, but only from Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds. OHS West:261051319.1 16 Notices of Redemption. Any redemption of this Bond shall be made as provided in the Bond Indenture upon not less than fifteen (15) days' nor more than sixty (60) days' notice by mailing a copy of the redemption notice to the Holder hereof at the address shown on the bond registration books of the Bond Trustee; provided, however, that failure by the Bond Trustee to mail any notice or any defect therein or in the mailing thereof, as it affects any particular Bond, shall not affect the validity of the proceedings for redemption of any other Bonds. Any notice of optional redemption given in accordance with the provisions of the Bond Indenture may be rescinded by written notice given to the Bond Trustee by the Corporation no later than two Business Days prior to the date specified for redemption. If this Bond (or portions thereof) is called for redemption and payment is duly provided therefor as specified in the Bond Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. Acceleration. If an Event of Default (as that term is defined in the Bond Indenture) shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Bond Indenture. The Bond Indenture provides that in certain events such declaration and its consequences may be rescinded. Exchange of Bonds. Subject to the limitations and upon payment of the charges, if any, provided in the Bond Indenture, Series 2011 Bonds may be exchanged, at the designated corporate trust office of the Bond Trustee, for a like aggregate principal amount of Series 2011_ Bonds of other Minimum Authorized Denominations. Transfer of Bonds. This Bond is transferable by the Holder hereof, in person or by such Person's attorney duly authorized in writing, at the designated corporate trust office of the Bond Trustee, but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the Bond Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a Series 2011_ Bond or Bonds, of Minimum Authorized Denomination or denominations and for the same aggregate principal amount, will be issued to the transferee in exchange herefor. Holders. The City, the Credit Facility Provider, if any, and the Bond Trustee shall treat the Holder hereof as the absolute owner hereof for all purposes, and the City, the Credit Facility Provider, if any, and the Bond Trustee shall not be affected by any notice to the contrary. Amendments. The Bond Indenture and the rights and obligations of the City and of the Holders of the Bonds and of the Bond Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Bond Indenture; provided that no such modification or amendment shall (i) extend the stated maturity of this Bond, or reduce the amount of principal hereof, or extend the time of payment, or change the method of computing the rate of interest hereon, or extend the time of payment of interest hereon, or reduce any premium payable upon the redemption hereof or change the Tender Price to be paid upon tender hereof, without the consent of the Holder hereof, or (ii) reduce the percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or permit the creation of any lien on the Revenues and other assets pledged under the Bond Indenture prior to or on a parity with the lien created by the Bond Indenture, or deprive the Holders of the Bonds of the lien created by the Bond Indenture on such Revenues and other assets (except as expressly provided in the Bond Indenture), without the OHS West:261051319.1 17 consent of the Holders of all Bonds then outstanding, all as more fully set forth in the Bond Indenture. It is hereby certified and recited that any and all acts, conditions and things required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the provisions of the Law and by the Constitution and laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any limit prescribed by the Law or the Constitution and laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Bond Indenture. This Bond shall not be entitled to any benefit under the Bond Indenture, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been signed by the Bond Trustee. IN WITNESS WHEREOF, CITY OF NEWPORT BEACH has caused this Bond to be executed in its name and on its behalf by the facsimile signature of its Mayor and its seal to be reproduced hereon by facsimile and attested by the facsimile signature of its City Clerk, all as of the date set forth above. CITY OF NEWPORT BEACH R (Seal) Attest: R City Clerk OHS West:261051319.1 18 Mayor [FORM OF BOND TRUSTEE'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the within mentioned Bond Indenture, which has been registered on the date set forth below. Dated: Wells Fargo Bank, National Association, as Bond Trustee M OHS West:261051319.1 19 Authorized Officer [FORM OF ASSIGNMENT] For value received, the undersigned do(es) hereby sell, assign and transfer unto the within mentioned Bond and hereby irrevocably constitute(s) and appoint(s) , attorney, to transfer the same on the books of the within named Bond Trustee, with full power of substitution in the premises. By: Notice: The signature on this Assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Social Security Number, Taxpayer Identification Number or other Identifying Number of Assignee: Signature Guaranteed By: NOTICE: Signature must be guaranteed by an eligible guarantor institution. WHEREAS, the City has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the City, authenticated and delivered by the Bond Trustee and duly issued, the valid, binding and legal limited obligations of the City, and to constitute this Bond Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Bond Indenture have been in all respects duly authorized; NOW, THEREFORE, THIS BOND INDENTURE WITNESSETH, that to secure the payment of the principal of, the interest and premium, if any, on, all Bonds at any time issued and outstanding under this Bond Indenture, according to their tenor, and the Tender Price, under circumstances as described herein, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Holders thereof, and for other valuable consideration, the receipt whereof is hereby acknowledged, the City does hereby covenant and agree with the Bond Trustee, for the respective benefit of the Holders from time to time of the Bonds, as follows: OHS West:261051319.1 20 ARTICLE I DEFINITIONS; CONTENT OF CERTIFICATES AND OPINIONS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Bond Indenture and of any indenture supplemental hereto and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Unless otherwise defined in this Bond Indenture, all terms used herein shall have the meanings assigned to such terms in the Law. Additional Payments "Additional Payments" means the payments so designated and required to be made by the Corporation pursuant to Section 3.2 of the Loan Agreement. Administrative Fees and Expenses "Administrative Fees and Expenses" means any application, commitment, financing or similar fee charged or reimbursement for administrative or other expenses incurred by the City or the Bond Trustee, including Additional Payments. Alternate Credit Facility "Alternate Credit Facility" means an irrevocable, direct -pay letter of credit, insurance policy or similar credit facility providing for the payment of principal of and interest on one or more Series of Bonds when due, issued by a commercial bank or financial institution delivered or made available to the Bond Trustee in accordance with Section 5.7 of the Loan Agreement. Such Alternate Credit Facility may replace the Credit Facility then in effect for any Series of Bonds, if any. Alternate Liquidity Facility "Alternate Liquidity Facility" means a line of credit, letter of credit, standby purchase agreement or similar liquidity facility providing for the purchase of Bonds of any Series upon their optional or mandatory tender, in accordance with the provisions of Article IV hereof, and issued by a commercial bank or financial institution delivered or made available to the Tender Agent in accordance with Section 5.8 of the Loan Agreement, which replaces the Liquidity Facility then in effect for such Bonds, if any. Authorized Representative "Authorized Representative" means with respect to the Corporation in whatever capacity it may then be acting, the chairman of its governing body, its chief executive officer, its chief financial officer or any other person designated as an Authorized Representative of the Corporation by a Certificate of the Corporation signed by the chairman of its governing body, its chief executive officer, its chief financial officer, and filed with the Bond Trustee. OHS West:261051319.1 21 Available Moneys "Available Moneys" means, (a) with respect to any Series of Bonds for which a Credit Facility is in effect, (i) moneys drawn under the Credit Facility which at all times since their receipt by the Bond Trustee or the Tender Agent were held in a separate segregated account or accounts or subaccount or subaccounts in which no moneys (other than those drawn under the Credit Facility) were at any time held, (ii) moneys which have been paid to the Bond Trustee or the Tender Agent by the Corporation and have been on deposit with the Bond Trustee or the Tender Agent for at least 124 days (or, if paid to the Trustee or the Tender Agent by an "affiliate," as defined in Bankruptcy Code § 101(2), of the Corporation, 366 days) during and prior to which no Event of Bankruptcy shall have occurred, (iii) any other moneys, if, in the opinion of nationally recognized counsel experienced in bankruptcy matters (which opinion shall be acceptable to each Rating Agency then rating the Bonds), the application of such moneys will not constitute a voidable preference in the event of the occurrence of an Event of Bankruptcy, and (iv) investment earnings on any of the moneys described in clauses (i), (ii) and (iii) of this definition; and (b) otherwise, "Available Moneys" means any moneys deposited with the Bond Trustee or the Tender Agent. :. "Bank" means JPMorgan Chase Bank, National Association, or its successors. Bankrumcv Code "Bankruptcy Code" means Title 11 of the United States Code, as amended, and any successor statute. Beneficial Owner "Beneficial Owner" means any Person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any of the Bonds (including any Person holding Bonds through nominees, depositories or other intermediaries). Bond Counsel "Bond Counsel' means Orrick, Herrington & Sutcliffe LLP or another attorney - at -law, or firm of such attorneys, of nationally recognized standing in matters pertaining to the tax- exempt nature of interest on obligations issued by states and their political subdivisions and acceptable to the City and the Bond Trustee. Bond Indenture "Bond Indenture" means this Bond Indenture, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Bond Indenture. OHS West:261051319.1 22 Bond Interest Term "Bond Interest Term" means, with respect to any Bond, each period established in accordance with Section 2.06 during which such Bond shall bear interest at a Bond Interest Term Rate. Bond Interest Term Rate "Bond Interest Term Rate" means, with respect to any Bond, an interest rate on such Bond established periodically in accordance with Section 2.06. Bond Purchase Fund "Bond Purchase Fund" means the fund by that name established pursuant to Section 4.13(A). Bond Trustee "Bond Trustee" means Wells Fargo Bank, National Association, a national banking association organized and existing under and by virtue of the laws of the United States of America, or its successor, as Bond Trustee hereunder as provided in Section 8.01. Bonds "Bonds" means the City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011A, 2011B and 2011C authorized by, and at any time Outstanding pursuant to, this Bond Indenture. Business Day "Business Day" means any day other than a Saturday, Sunday or a day on which banks located in (a) the State of California or the State of New York, (b) the city or cities in which the principal corporate trust office of the Bond Trustee, the Master Trustee and the Tender Agent is located, (c) the city or cities in which the office of the Credit Facility Provider and/or Liquidity Facility Provider at which drawings under the Credit Facility and /or Liquidity Facility are to be presented is located, and (d) the city in which the principal office of each Remarketing Agent is located, are required or authorized to remain closed or on which The New York Stock Exchange is closed. Certificate, Statement, Request or Requisition of the City or the Corporation "Certificate," "Statement," "Request' and "Requisition" of the City or the Corporation mean, respectively, a written certificate, statement, request or requisition signed in the name of the City by its Mayor, City Clerk or such other person as may be designated and authorized to sign for the City in writing to the Bond Trustee, or in the name of the Corporation by an Authorized Representative of the Corporation. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read OHS West:261051319.1 23 and construed as a single instrument. If and to the extent required by Section 1.02, each such instrument shall include the statements provided for in Section 1.02. city "City" means the City of Newport Beach, a municipal corporation and charter city duly organized and existing under a freeholder's charter under the Constitution and the laws of the State of California. ,W "Code" means the Internal Revenue Code of 1986, or any successor statute thereto and any regulations promulgated thereunder. Continuing Disclosure Certificate "Continuing Disclosure Certificate" means, (i) initially the continuing disclosure certificate executed by the Corporation with respect to the Bonds on the Date of Issuance pursuant to Section 5.10 of the Loan Agreement, and (ii) after termination of the initial Continuing Disclosure Certificate and subsequent Conversion of a Series of Bonds to an Interest Rate Period subject to the continuing disclosure requirement of Rule 15c2 -12 promulgated by the Securities and Exchange Commission, any other continuing disclosure certificate executed by the Corporation with respect to such Bonds pursuant to Section 5.10 of the Loan Agreement and then in effect, as such certificates may be amended and supplemented in accordance with their respective terms. Conversion "Conversion" means a conversion of a Series of Bonds from one Interest Rate Period to another Interest Rate Period. Conversion Date "Conversion Date" means the effective date of a Conversion of a Series of Bonds. Corporation "Corporation" means Hoag Memorial Hospital Presbyterian, a California nonprofit public benefit corporation duly organized and existing under the laws of the State of California or any corporation that is the surviving, resulting or transferee corporation in any merger, consolidation or transfer of all or substantially all assets as permitted under the Master Indenture. Corporation Purchase Account "Corporation Purchase Account" means the account by that name in the Bond Purchase Fund established pursuant to Section 4.13(A). OHS West:261051319.1 24 Costs of Issuance "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the City or the Corporation and related to the authorization, issuance, sale and delivery of the Bonds, including but not limited to advertising and printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of the Bond Trustee and the Master Trustee, initial and ongoing fees and charges of the City, legal fees and charges, fees and disbursements of consultants and professionals, Rating Agency fees, fees and charges for preparation, execution, transportation and safekeeping of the Bonds, and any other cost, charge or fee in connection with the original issuance of the Bonds. Costs of Issuance Fund "Costs of Issuance Fund" means the fund by that name established pursuant to Section 3.03. Credit Facility "Credit Facility" means the Letter of Credit or, in the event of the delivery or availability of any Alternate Credit Facility, such Alternate Credit Facility. The initial Credit Facility is also a Liquidity Facility hereunder. Credit Facility "Credit Facility Fund" means, the fund by that name established pursuant to Section 5.08(C). Credit Facility Provider "Credit Facility Provider" means initially the Bank and, upon the effectiveness of any Credit Facility or Alternate Credit Facility with respect to any Series of Bonds, the bank or banks or other financial institution or financial institutions or other entity that is then the provider of such Credit Facility or Alternate Credit Facility. The initial Credit Facility Provider is also a Liquidity Facility Provider hereunder. Credit Facility Provider Failure "Credit Facility Provider Failure" means a failure of a Credit Facility Provider to pay a properly presented and conforming draw or request for advance under the related Credit Facility or the filing or commencement of any bankruptcy or insolvency proceedings by or against such Credit Facility Provider or if such Credit Facility Provider shall declare a moratorium on the payment of its unsecured debt obligations or shall repudiate the subject Credit Facility. Credit Group Representative "Credit Group Representative" shall have the meaning given such term in the Master Indenture. OHS West:261051319.1 25 Daily Interest Rate "Daily Interest Rate" means a variable interest rate on a Series of Bonds determined on each Business Day in accordance with Section 2.04(A). Daily Interest Rate Period "Daily Interest Rate Period" means each period with respect to a Series of Bonds during which a Daily Interest Rate is in effect. Date of Issuance "Date of Issuance" means February _, 2011. Electronic Means "Electronic Means" means facsimile transmission, email transmission or other similar electronic means of communication providing evidence of transmission, including a telephone communication confirmed by any other method set forth in this definition. Edible Account "Eligible Account" means an account that is either (a) maintained with a federal or state - chartered depository institution or trust company that has a Standard & Poor's short-term debt rating of at least `A -2' (or, if no short-term debt rating, a long -term debt rating of `BBB +'), or (b) maintained with the corporate trust department of a federal depository institution or state - chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity. If a fund or account required to be an "Eligible Account" no longer complies with the requirements listed above, the Bond Trustee shall promptly (and, in any case, within not more than 30 calendar days) move such fund or account to another financial institution such that the Eligible Account requirements stated above will again be satisfied. Eligible Bonds "Eligible Bonds" means any Bonds other than Liquidity Facility Bonds or Bonds owned by, for the account of, or on behalf of, the City or any Member. Environmental Laws "Environmental Laws" means any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating to Hazardous Materials to which the Corporation or any property of the Corporation is subject. OHS West:261051319.1 26 Event of Bankruptcv "Event of Bankruptcy" means any of the following events: (i) the Corporation (or any other Person obligated, as guarantor or otherwise, to make payments on the Bonds or under the Loan Agreement, Obligation No. 10, the Master Indenture or a Reimbursement Agreement, or an "affiliate" of the Corporation as defined in Bankruptcy Code § 10 1(2)) or the City shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of the Corporation (or such other Person) or the City or of all or any substantial part of their respective property, (b) commence a voluntary case under the Bankruptcy Code, or (c) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding -up or composition or conversion of debts; or (ii) a proceeding or case shall be commenced, without the application or consent of the Corporation (or any other Person obligated, as guarantor or otherwise, to make payments on the Bonds or under the Loan Agreement, Obligation No. 10, the Master Indenture or a Reimbursement Agreement, or an "affiliate" of the Corporation as defined in Bankruptcy Code § 101(2)) or the City in any court of competent jurisdiction, seeking (a) the liquidation, reorganization, dissolution, winding up, or composition or conversion of debts, of the Corporation (or any such other Person) or the City, (b) the appointment of a trustee, receiver, custodian, liquidator or the like of the Corporation (or any such other Person) or the City or of all or any substantial part of their respective property, or (c) similar relief in respect of the Corporation (or any such other Person) or the City under any law relating to bankruptcy, insolvency, reorganization, winding -up or composition or conversion of debts. Event of Default "Event of Default" means any of the events specified in Section 7.01. Exniration Date "Expiration Date" means (i) the date upon which a Credit Facility or a Liquidity Facility is scheduled to expire (taking into account any extensions of such Expiration Date by virtue of extensions of a particular Credit Facility or a particular Liquidity Facility, from time to time) in accordance with its terms, including without limitation termination upon the effective date of an Alternate Credit Facility or an Alternate Liquidity Facility delivered in accordance with Section 5.7 or Section 5.8 of the Loan Agreement, as applicable and (ii) the date upon which a Credit Facility or a Liquidity Facility terminates following voluntary termination by the Corporation pursuant to Section 5.7(b) or Section 5.8(b) of the Loan Agreement, as applicable. Favorable Opinion of Bond Counsel "Favorable Opinion of Bond Counsel" means an opinion of Bond Counsel, addressed to the City, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any), the Remarketing Agent, the Corporation and the Bond Trustee, to the effect that the action proposed to be taken is authorized or permitted by this Bond Indenture and will not result in the inclusion of interest on the Bonds in gross income for federal income tax purposes. OHS West:261051319.1 27 Fixed Rate Conversion Date "Fixed Rate Conversion Date" means the date on which a Series of Bonds begin to bear interest for a Long -Term Interest Rate Period which extends to the final Maturity Date of such Series of Bonds. Hazardous Materials "Hazardous Materials" means dangerous, toxic or hazardous pollutants, contaminants, chemicals, waste, materials or substances (as defined in Environmental Laws), and also any urea formaldehyde, polychlorinated biphenyls, asbestos, asbestos containing materials, nuclear fuel or waste, radioactive materials, explosives, carcinogens and petroleum products, or any other waste, material, substance, pollutant or contaminant the improper storage, disposal or release of which would subject the person so storing, disposing or releasing (or the owner of the property on which such action occurs) to any damages, penalties or liabilities under any applicable law, regulation, requirement or rule. Holder or Bondholder "Holder" or `Bondholder," whenever used herein with respect to a Bond, means the Person in whose name such Bond is registered. Initial Remarketing Window Spread "Initial Remarketing Window Spread" means with respect to any Conversion to a Remarketing Window Interest Rate Period, the spread determined by the Remarketing Agent on or prior to the Conversion Date pursuant to Section 2.07. Interest Account "Interest Account" means the account by that name in the Revenue Fund established pursuant to Section 5.02. Interest Accrual Date "Interest Accrual Date" means (a) for any Weekly Interest Rate Period, the first day thereof and, thereafter, the first Wednesday of each calendar month during such Weekly Interest Rate Period (whether or not a Business Day); (b) for any Remarketing Window Interest Rate Period, the first day thereof and, thereafter, the first Thursday of each calendar month during such Remarketing Window Interest Rate Period; (c) for any Daily Interest Rate Period or Long -Term Interest Rate Period, the first day thereof and, thereafter, each Interest Payment Date in respect thereof, other than the last such Interest Payment Date, during that Long -Term Interest Rate Period; and OHS West:261051319.1 28 (d) for each Bond Interest Term within a Short-Term Interest Rate Period, the first day thereof. Interest Payment Date "Interest Payment Date" means: (a) (ii) for any Daily Interest Rate Period, the first Business Day of each month, (b) for any Weekly Interest Rate Period, the first Wednesday of each calendar month, or if the first Wednesday is not a Business Day, the next succeeding Business Day; (c) for any Remarketing Window Interest Rate Period, the first Thursday of each calendar month, or if the first Thursday is not a Business Day, the next succeeding Business Day; (d) for any Long -Term Interest Rate Period, each June 1 and December 1, or if any June 1 or December 1 is not a Business Day, the next succeeding Business Day; (e) for any Bond Interest Term, the day next succeeding the last day of that Bond Interest Term; (f) for each Interest Rate Period that is different than the immediately preceding Interest Rate Period, the first day thereof for the immediately preceding Interest Rate Period; (g) for Liquidity Facility Bonds, each date specified in the Liquidity Facility relating to such Liquidity Facility Bonds; and (h) with respect to each Bond, the Maturity Date of such Bond. Interest Rate Period "Interest Rate Period" means a Daily Interest Rate Period, a Weekly Interest Rate Period, a Remarketing Window Interest Rate Period, a Short-Term Interest Rate Period or a Long -Term Interest Rate Period. Intermediate -Term Interest Rate Period "Intermediate -Term Interest Rate Period" means an alternative name for the Long -Term Interest Rate Period that, at the option of the Corporation, may be used to describe the Long -Term Interest Rate Period with respect to Bonds that bear interest in a Long -Term Interest Rate Period of ten years or less. OHS West:261051319.1 29 Intermediate Term Put Bonds "Intermediate Term Put Bonds" means an alternative name for Bonds that, at the option of the Corporation, may be used to describe Bonds bearing interest in an Intermediate - Term Interest Rate Period. Investment Securities "Investment Securities" means any of the following: (a) United States Government Obligations; (b) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America: (i) Export- Import Bank; (ii) Rural Economic Community Development Administration; (iii) U.S. Maritime Administration; (iv) Small Business Administration; (v) U.S. Department of Housing & Urban Development (PHAs); (vi) Federal Housing Administration; and (vii) Federal Financing Bank. (c) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: (i) Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC); (ii) Obligations of the Resolution Funding Corporation (REFCORP); (iii) Senior debt obligations of the Federal Home Loan Bank System; and (iv) Senior debt obligations of other government sponsored agencies approved by the Credit Facility Providers (if any). (d) U.S. dollar denominated deposit accounts, federal fund and bankers' acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "P -1" by Moody's and "A -1" or "A -1 +" by S &P and maturing not more than 360 calendar days after the date of purchase; OHS West:261051319.1 30 (e) Commercial paper which is rated at the time of purchase in the single highest classification, "P -1" by Moody's and "A -1" or "A -1 +" by S &P and which matures not more than 360 calendar days after the date of purchase; (f) Investments in money market funds rated "AAAm" or "AAm -G" or better by S &P; (g) Pre - refunded Municipal Obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (i) which are rated, based on irrevocable escrow account or fund (the "escrow "), in the highest Rating Category of Moody's or S &P or any successors thereto; or (ii) (a) which are fully secured as to principal, interest and redemption premium, if any, by an escrow consisting only of cash or United States Government Obligations, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (b) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate. (h) Municipal obligations rated "Aaa/AAA" or general obligations of States with a rating of "A2 /A" or higher by both Moody's and S &P; (i) Investment agreements approved in writing by the Credit Facility Provider or Credit Facility Providers (if any) (supported by appropriate opinions of counsel); and 0) Other forms of investments (including repurchase agreements) approved in writing by the Credit Facility Provider or Credit Facility Providers (if any). The value of the above investments shall be determined as follows: (a) For the purpose of determining the amount in any fund, all Investment Securities credited to such fund shall be valued at fair market value. The Bond Trustee shall determine the fair market value based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Financial Times Interactive Data Corporation, Merrill Lynch, or Citigroup Global Markets Inc.; and (b) As to certificates of deposit and bankers' acceptances, the face amount thereof, plus accrued interest thereon. OHS West:261051319.1 31 Law "Law" means Ordinance No. 85 -23 and 84 -4 of the City, as now in effect and as it may from time to time be amended or supplemented. Letter of Credit "Letter of Credit' means the irrevocable, direct -pay letter of credit, dated February _, 2011, issued by the Bank pursuant to the initial Reimbursement Agreement. Liquidity Facility "Liquidity Facility" means the Letter of Credit and, in the event of the delivery or availability of an Alternate Liquidity Facility for any Series of Bonds, such Alternate Liquidity Facility. Any Liquidity Facility for a Series of Bonds must be approved by the Credit Facility Provider, if any, with respect to such Series. The same instrument may be a Liquidity Facility and a Credit Facility hereunder. The initial Credit Facility is also a Liquidity Facility hereunder. From time to time there may be more than one Liquidity Facility with respect to any Series of Bonds. Liquidity Facilitv Account "Liquidity Facility Account" means the account by that name in the Bond Purchase Fund established pursuant to Section 4.13(A). Liquidity Facility Bonds "Liquidity Facility Bonds" means Bonds purchased with moneys drawn under (or otherwise obtained pursuant to the terms of) a Liquidity Facility, but excluding Bonds no longer considered to be Liquidity Facility Bonds in accordance with the terms of the applicable Liquidity Facility. Liquidity Facility Provider "Liquidity Facility Provider" means initially the Bank, and, upon effectiveness of an Alternate Liquidity Facility with respect to any Series of Bonds, the commercial bank or other fmancial institution acceptable to the Credit Facility Provider (if any) for such Series of Bonds, issuing (or having primary obligation, or acting as agent for the financial institutions obligated, under) a Liquidity Facility then in effect for a particular Series of Bonds. The initial Liquidity Facility Provider is also a Credit Facility Provider hereunder. Liquidity Facility Rate "Liquidity Facility Rate" means the rate per annum, if any, specified in a Liquidity Facility as applicable to Liquidity Facility Bonds, which rate shall not exceed the Maximum Interest Rate, but in no event shall such Liquidity Facility Rate exceed the Maximum Lawful Rate. OHS West:261051319.1 32 Loan Agreement "Loan Agreement" means that certain loan agreement by and between the City and the Corporation, dated as of February 1, 2011, as originally executed and as it may from time to time be supplemented, modified or amended in accordance with the terms thereof and of this Bond Indenture. Loan Default Event "Loan Default Event" means any of the events specified in Section 6.1 of the Loan Agreement. Loan Repayments "Loan Repayments" means the payments so designated and required to be made by the Corporation pursuant to Section 3.1 of the Loan Agreement. Long -Term Conversion Date "Long -Term Conversion Date" means the date on which the Bonds begin to bear interest at a Long -Term Interest Rate pursuant to the provisions of Section 2.05 and such term shall include the Fixed Rate Conversion Date for such Bonds. Long -Term Interest Rate "Long -Term Interest Rate" means, with respect to the Bonds, an interest rate on such Bonds established in accordance with Section 2.05. Lone -Term Interest Rate Period "Long -Term Interest Rate Period" means each period with respect to a Series of Bonds, during which a Long -Term Interest Rate is in effect for such Bonds. Mandatory Liquidity Tender "Mandatory Liquidity Tender" means the mandatory tender of the Bonds of a Series pursuant to Section 4.09 upon receipt by the Bond Trustee of written notice from one or more Liquidity Facility Providers, as the case may be, that an event with respect to the applicable Liquidity Facility has occurred which requires or gives the applicable Liquidity Facility Provider(s) the option to terminate such Liquidity Facility upon the designated notice. Mandatory Liquidity Tender shall not include circumstances, if any, where the Liquidity Facility Provider may suspend or terminate its obligations to purchase securities without notice, in which case there will be no mandatory tender. Mandatory Tender Window "Mandatory Tender Window" means, during a Windows Interest Rate Period, (i) 210 days, or (ii) such other number of days specified by the Remarketing Agent, with the consent OHS West:261051319.1 33 of the Corporation, in a written notice to the City, the Trustee, the Tender Agent and the Liquidity Facility Provider (if any). Any change in the Mandatory Tender Window shall become effective only on a Windows Mandatory Tender Date or any other mandatory Tender Date for all of the Bonds that occurs pursuant to Section 4.11 during such Windows Interest Rate Period. Master Indenture "Master Indenture" means that certain master trust indenture, dated as of May 1, 2007, between the Corporation, Newport Healthcare Center LLC, a California limited liability company, the sole corporate member of which is the Corporation, and the Master Trustee as supplemented, modified and amended as of the date hereof and as it may from time to time be further supplemented, modified or amended in accordance with the terms thereof. Master Trustee "Master Trustee" means Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as master trustee or its successor as master trustee under the Master Indenture. Maturity "Maturity Date" means, with respect to each Series of Bonds, Maximum Interest Rate "Maximum Interest Rate" means the lesser of 12% per annum and the Maximum Lawful Rate. Maximum Lawful Rate "Maximum Lawful Rate" means the Maximum Interest Rate of interest on the relevant obligation permitted by applicable law. Member "Member" means the Corporation and each other Person that is then obligated as a Member under the Master Indenture. Minimum Authorized Denominations "Minimum Authorized Denominations" means with respect to any (i) Long -Tenn Interest Rate Period, $5,000 and any integral multiple thereof, and (ii) Daily Interest Rate Period, Short-Term Interest Rate Period, Remarketing Window Interest Rate Period or Weekly Interest Rate Period, $100,000 and any integral multiple of $5,000 in excess of $100,000. OHS West:261051319.1 34 Moody's " Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Corporation by notice in writing to the City, the Credit Facility Provider (if any) and the Bond Trustee. Obligated Group "Obligated Group" means the Corporation and each other Member. Obligation No. 10 "Obligation No. 10" means the obligation issued under the Master Indenture and Supplement No. 10. Opinion of Counsel "Opinion of Counsel" means a written opinion of counsel (who may be counsel for the City, the Bond Trustee or the Corporation), selected by the Corporation and not objected to by the City, the Bond Trustee or the Credit Facility Provider (if any). If and to the extent required by the provisions of Section 1.02, each Opinion of Counsel shall include the statements provided for in Section 1.02. Optional Redemption Account "Optional Redemption Account" means the account by that name in the Redemption Fund established pursuant to Section 5.05. Outstanding "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09) all Bonds theretofore, or thereupon being, authenticated and delivered by the Bond Trustee under this Bond Indenture except (1) Bonds theretofore canceled by the Bond Trustee or surrendered to the Bond Trustee for cancellation; (2) Bonds with respect to which all liability of the City shall have been discharged in accordance with Section 10.02, including Bonds (or portions of Bonds) referred to in Section 11.10; and (3) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Bond Trustee pursuant to this Bond Indenture. Person "Person" means an individual, corporation, firm, association, partnership, trust or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof. OHS West:261051319.1 35 Principal Account "Principal Account" means the account by that name in the Revenue Fund established pursuant to Section 5.02. Principal Office "Principal Office" means, as appropriate, the designated corporate trust office of (1) the Bond Trustee, which as of the date hereof is located at 707 Wilshire Boulevard, 17th Floor, Los Angeles, CA 90017, Attention: Corporate Trust Services or (2) the Tender Agent, which as of the date hereof, shall be the same as the Bond Trustee. Prior Bonds "Prior Bonds" means the City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2009B and 2009C. Program "Program" means the City's program of making loans under the Law. Project "Project" means the acquisition, construction, improvement, equipping, renovation, rehabilitation, remodeling and other capital projects owned and/or operated by the Corporation and located on and about the hospital campus at One Hoag Drive and on and about the healthcare facility located at 500 -540 Superior Avenue, each in Newport Beach, California. Project Fund "Project Fund" means the fund by that name established pursuant to Section 3.04. Rating Agency "Rating Agency" means S &P and/or Moody's, as the context requires, if then rating the Bonds at the request of the Corporation. Rating Category "Rating Category" means a generic securities rating category, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise. Rebate Fund "Rebate Fund" means the fund by that name established pursuant to Section 5.06. OHS West:261051319.1 36 Record Date "Record Date" means (a) with respect to any Interest Payment Date in respect to any Daily Interest Rate Period, any Weekly Interest Rate Period, any Remarketing Window Interest Rate Period or any Short-Term Interest Rate Period, the Business Day immediately preceding such Interest Payment Date, and (b) with respect to any Interest Payment Date in respect to any Long -Term Interest Rate Period, the 15th day of the calendar month preceding the calendar month in which such Interest Payment Date falls or, in the event that an Interest Payment Date shall occur less than 15 days after the first day of a Long -Term Interest Rate Period, that first day. Redemption Fund "Redemption Fund" means the fund by that name established pursuant to Section 5.05. Redemption Price "Redemption Price" means, with respect to any Bond (or portion thereof), the principal amount of such Bond (or portion) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and this Bond Indenture. Reimbursement Agreement "Reimbursement Agreement" means (i) that certain Reimbursement Agreement, dated as of February 1, 2011, between the Corporation, as Credit Group Representative on behalf of itself and each Member of the Obligated Group, and the Bank, and (ii) if an Alternate Credit Facility and/or an Alternate Liquidity Facility is issued with respect to any Series of Bonds, any reimbursement agreement, credit agreement, line of credit agreement, standby purchase agreement or other agreement relating to such Alternate Credit Facility and /or Alternate Liquidity Facility. Remarketing Agent "Remarketing Agent" means, with respect to any Series of Bonds, any Remarketing Agent or successor or additional Remarketing Agent appointed in accordance with this Bond Indenture with respect to such Series of Bonds. "Principal Office" of the Remarketing Agent means the address for the Remarketing Agent designated in writing to the Bond Trustee and the Corporation. Remarketing Agreement "Remarketing Agreement" means the Remarketing Agreement, dated as of February 1, 2011, between the Corporation and the initial Remarketing Agent with respect to any Series of Bonds, and any similar agreement with a successor Remarketing Agent, in each case as from time to time in effect. OHS West:261051319.1 37 Remarketing Proceeds Account "Remarketing Proceeds Account" means the account by that name within the Bond Purchase Fund established pursuant to Section 4.13(A). Remarketing Window "Remarketing Window" has the meaning set forth in Section 4.10. Remarketing Window Calculation Agent "Remarketing Window Calculation Agent" means the Bond Trustee or an agent appointed by the Bond Trustee pursuant to Section 2.07 to calculate the Remarketing Window Interest Rate. Remarketing Window Interest Rate Remarketing Window Interest Rate" means a variable interest rate for the Bonds established in accordance with Section 2.07 hereof. Remarketing Window Interest Rate Period "Remarketing Window Interest Rate Period" means each period during which a Remarketing Window Interest Rate is in effect for the Bonds. Remarketing Window Mandatory Tender Date "Remarketing Window Mandatory Tender Date" has the meaning given in Section 4.10. Remarketing Window Optional Tender Date "Remarketing Window Optional Tender Date" has the meaning given in Section 4.10. Remarketing Window Optional Tender Notice "Remarketing Window Optional Tender Notice" has the meaning given in Section 4.10. Remarketing Window Spread "Remarketing Window Spread" means, during a Remarketing Window Interest Rate Period, (i) the Initial Remarketing Window Spread, or (ii) a revised spread determined by the Remarketing Agent pursuant to Section 2.07. OHS West:261051319.1 38 Required Stated Amount "Required Stated Amount" means with respect to a Credit Facility or a Liquidity Facility, at any time of calculation, an amount equal to the aggregate principal amount of all Bonds then Outstanding and subject to such Credit Facility or Liquidity Facility together with interest accruing thereon (assuming an annual rate of interest equal to the Maximum Interest Rate) for the period specified in a Certificate of the Corporation to be the minimum period specified by the Rating Agencies then rating such Bonds as necessary to obtain (or maintain) a specified short-term rating of such Bonds. Revenue Fund "Revenue Fund" means the fund by that name established pursuant to Section 5.01. Revenues "Revenues" means all amounts received by the City or the Bond Trustee for the account of the City pursuant or with respect to the Loan Agreement or Obligation No. 10, including, without limiting the generality of the foregoing, Loan Repayments (including both timely and delinquent payments and any late charges, and whether paid from any source), prepayments, insurance proceeds, condemnation proceeds, moneys drawn under a Credit Facility and all interest, profits or other income derived from the investment of amounts in any fund or account established pursuant to this Bond Indenture, but not including any Administrative Fees and Expenses or any moneys required to be deposited in the Rebate Fund. S &P "S &P" means Standard & Poor's Ratings Services, a division of The McGraw - Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Corporation by notice in writing to the City, the Credit Facility Provider, if any, and the Bond Trustee. Securities Depository "Securities Depository" means The Depository Trust Company and its successors and assigns, or any other securities depository selected as set forth in Section 2.15. Self - Liquidity Arrangement "Self- Liquidity Arrangement" means the undertaking by the Corporation of the obligation to purchase Bonds tendered for purchase pursuant to Section 4.06 or subject to mandatory tender for purchase pursuant to Sections 4.07, 4.08, 4.09, 4.10 or 4.11 without a Liquidity Facility in accordance with Section 5.9 of the Loan Agreement. The Bonds shall initially be subject to a Self- Liquidity Arrangement. OHS West:261051319.1 39 Series "Series," when used with respect to the Bonds, means all the Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction, and any Bonds thereafter authenticated and delivered upon a transfer or exchange or in lieu of or in substitution for such Bonds as herein provided. Series 2011A Bonds "Series 2011A Bonds" means the City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011A, authorized by, and at any time Outstanding pursuant to, this Bond Indenture. Series 2011B Bonds "Series 2011B Bonds" means the City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011B, authorized by, and at any time Outstanding pursuant to, this Bond Indenture. Series 2011C Bonds "Series 2011C Bonds" means the City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011 C, authorized by, and at any time Outstanding pursuant to, this Bond Indenture. Short-Term Interest Rate Period "Short-Term Interest Rate Period" means each period with respect to a Series of the Bonds, comprised of Bond Interest Terms, during which Bond Interest Term Rates are in effect for such Bonds. SIFMA Swap Index " SIFMA Swap Index" means, on any date, a rate determined on the basis of the seven -day high grade market index of tax - exempt variable rate demand obligations, as produced by Municipal Market Data and published or made available by the Securities Industry & Financial Markets Association (formerly the Bond Market Association) ( "SIFMA ") or any Person acting in cooperation with or under the sponsorship of SIFMA and acceptable to the Bond Trustee and effective from such date. Sinking Fund Installment "Sinking Fund Installment" means the amount required by Section 5.04 to be paid by the City on any single date for the retirement of Bonds. OHS West:261051319.1 40 Sinking Fund Installment Date "Sinking Fund Installment Date" means, the dates specified in Section 5.04(C) and (D). Special Record Date "Special Record Date" means the date established by the Bond Trustee pursuant to Section 2.02 as the record date for the payment of defaulted interest on the Bonds. Special Redemption Account "Special Redemption Account" means the account by that name in the Redemption Fund established pursuant to Section 5.05. Supplemental Bond Indenture "Supplemental Bond Indenture" means any indenture hereafter duly authorized and entered into between the City and the Bond Trustee, supplementing, modifying or amending this Bond Indenture; but only if and to the extent that such Supplemental Bond Indenture is specifically authorized hereunder. Supplement No. 10 "Supplement No. 10" means that certain supplemental master indenture, dated as of February 1, 2011, between the Corporation and the Master Trustee pursuant to which Obligation No. 10 is issued, as originally executed and as amended or supplemented from time to time in accordance with the terms of the Master Indenture, Tax Agreement "Tax Agreement" means the Tax Certificate and Agreement delivered by the City and the Corporation at the time of issuance and delivery of the Bonds, as the same may be amended or supplemented in accordance with its terms. Tender Agent "Tender Agent" means the Tender Agent appointed in accordance with Sections 4.19 through 4.21. Tender Date Tender Price "Tender Date" has the meaning set forth in Section 4.13(C). "Tender Price" has the meaning set forth in Section 4.13(C). OHS West:261051319.1 41 Tendered Bonds "Tendered Bonds" has the meaning set forth in Section 4.13(C) Undelivered Bonds "Undelivered Bonds" means any Bond which constitutes an Undelivered Bond under the provisions of Section 4.14(B). United States Government Obligations "United States Government Obligations" means (1) noncallable direct obligations of the United States of America (including obligations issued or held in book -entry form on the books of the Department of Treasury of the United States of America) and obligations of any agency or instrumentality of the United States of America the timely payment of the principal of and interest on which are fully guaranteed by the United States of America, and (2) any other obligations approved in writing by the Credit Facility Provider (if any). Weekly Interest Rate "Weekly Interest Rate" means a variable interest rate borne by a Series of Bonds and established in accordance with Section 2.04(D). Weekly Interest Rate Period "Weekly Interest Rate Period" means each period with respect to a Series of Bonds during which a Weekly Interest Rate is in effect for such Bonds. Section 1.02. Content of Certificates and Opinions. Every certificate or opinion provided for herein with respect to compliance with any provision hereof shall include (1) a statement that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement that, in the opinion of such Person, he has made or caused to be made such examination or investigation as is necessary to enable such Person to express an informed opinion with respect to the subject matter referred to in the instrument to which such Person's signature is affixed; and (4) a statement as to whether, in the opinion of such Person, such provision has been complied with. Any such certificate or opinion made or given by an officer of the City or the Corporation may be based, insofar as it relates to legal, accounting or health care matters, upon a certificate or opinion of or representation by counsel, an accountant or a management consultant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or opinion may be based, as aforesaid, is erroneous. Any such certificate, opinion or representation made or given by counsel, an accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the City or the Corporation, as the case may be) upon a certificate or opinion of or representation by an officer OHS West:261051319.1 42 of the City or the Corporation, unless such counsel, accountant or management consultant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same officer of the City or the Corporation, or the same counsel or accountant or management consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Bond Indenture, but different officers, counsel, accountants or management consultants may certify to different matters, respectively. Section 1.03. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. (c) All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Bond Indenture; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Bond Indenture as a whole and not to any particular Article, Section or subdivision hereof. ARTICLE II THE BONDS Section 2.01. Authorization of Bonds. There are hereby created four Series of Bonds to be issued hereunder to obtain money to carry out the purposes of the Program, for the benefit of the City and the Corporation. The Bonds are to be designated as "City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian)." The aggregate principal amount of Bonds that may be issued and Outstanding under this Bond Indenture shall not exceed to [principal amount in words] dollars ($[Principal Amount]). The Bonds shall be issued in three Series, further designated as "Series 2011A," "Series 201113" and "Series 2011C." The aggregate principal amount of the Bonds of each Series which may be issued and Outstanding under this Indenture shall not exceed the following amounts: Series Principal Amount 2011A 2011B 2011C OHS West:261051319.1 43 This Bond Indenture constitutes a continuing agreement with the Holders from time to time of the Bonds to secure the full payment of the principal of and premium, if any, and interest on all such Bonds subject to the covenants, provisions and conditions herein contained. Section 2.02. Terms of the Bonds; Registration; Denominations; Payment of Principal and Interest. (A) The Bonds shall be issued as fully registered Bonds without coupons in Minimum Authorized Denominations. The Bonds shall be registered in the name of "Cede & Co.," as initial nominee of the Securities Depository, and shall be evidenced by one Bond certificate for each Series of Bonds in the total aggregate principal amount of the Bonds of such Series. Registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 2.10. The Bonds shall be dated the Date of Issuance. The Bonds of each Series shall be numbered in consecutive numerical order from R -1 upwards. (B) (1) The Bonds shall bear interest, payable in lawful money of the United States of America, at the rates determined pursuant to this Article II from the date thereof. (2) For any Daily Interest Rate Period, interest shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Accrual Date and ending on the day immediately preceding the next Interest Payment Date. For any Weekly Interest Rate Period, interest shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Accrual Date (or, if any Interest Payment Date is not a Wednesday, commencing on the second preceding Interest Accrual Date) and ending on the Tuesday (whether or not a Business Day) immediately preceding the Interest Payment Date (or, if sooner, the last day of the Weekly Interest Rate Period). For any Remarketing Window Interest Rate Period, interest on the Bonds shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Accrual Date (or, if any Interest Payment Date is not a Thursday, commencing on and including the second preceding Interest Accrual Date) and ending on and including the Wednesday immediately preceding the Interest Payment Date (or, if sooner, the last day of the Remarketing Window Interest Rate Period). For any Short-Term Interest Rate Period or Long -Term Interest Rate Period, interest shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Accrual Date and ending on the day immediately preceding such Interest Payment Date. (3) Interest on the Bonds of each Series shall be payable for the final Interest Rate Period to the date on which the Bonds of such Series shall have been paid in full. Interest shall be computed, in the case of a Long -Term Interest Rate Period, on the basis of a 360 -day year consisting of twelve 30 -day months, in the case of any other Interest Rate Period, on the basis of a 365 or 366 -day year, as appropriate, and the actual number of days elapsed. OHS West:261051319.1 44 (4) The initial interest rates for the Bonds and the determination for the Bonds of the Daily Interest Rate, the Weekly Interest Rate, the Long -Term Interest Rate and Long -Term Interest Rate and each Bond Interest Term and Bond Interest Term Rate by the Remarketing Agent for the Bonds and the determination of the Remarketing Window Interest Rate by the Remarketing Window Calculation Agent shall be conclusive and binding upon the Corporation, the Members, the Bond Trustee, the Remarketing Agent and the Holders of such Bonds. (5) Interest on the Bonds shall be payable on each Interest Payment Date by the Bond Trustee during any Daily Interest Rate Period, Weekly Interest Rate Period, Long -Term Interest Rate Period or Remarketing Window Interest Rate Period by check mailed on the date on which due to the Holders of Bonds at the close of business on the Record Date in respect of such Interest Payment Date at the registered addresses of Holders as shall appear on the registration books of the Bond Trustee. In the case of (i) Bonds bearing interest at a Bond Interest Term Rate or (ii) any Holder of Bonds bearing interest at other than a Bond Interest Term Rate in an aggregate principal amount in excess of $1,000,000 as shown on the registration books of the Bond Trustee who, prior to the Record Date next preceding any Interest Payment Date, shall have provided the Bond Trustee with written wire transfer instructions, interest payable on such Bonds shall be paid in accordance with such wire transfer instructions provided by the Holder of such Bonds; provided, however, that during any Short-Term Interest Rate Period for any Series of Bonds, except for Bonds registered in the name of the Securities Depository (or its nominee), interest on any Bond of such Series shall be payable only upon presentation of such Bond to the Bond Trustee at its designated corporate office for delivery of Bonds. (6) If available funds are insufficient on any Interest Payment Date to pay the interest then due on any Bonds, interest shall continue to accrue on such Bonds but shall cease to be payable to the Holder thereof as of such related Record Date. If sufficient funds for the payment of such overdue interest thereafter become available, the Bond Trustee shall (A) establish a "special interest payment date" for the payment of the overdue interest and a Special Record Date (which shall be a Business Day) for determining the Bondholders entitled to such payment and (B) mail notices by first class mail of such dates as soon as practicable. Notice of each such date so established shall be mailed to each Bondholder at least ten (10) days prior to the Special Record Date but not more than thirty (30) days prior to the special interest payment date. The overdue interest shall be paid on the special interest payment date to the Holders of such Bonds, as shown on the registration books of the Bond Trustee as of the close of business on the Special Record Date. The foam of such notice shall be provided to the Bond Trustee by the Corporation. (7) Notwithstanding the foregoing provisions of this Section 2.02(B), Liquidity Facility Bonds shall bear interest at the Liquidity Facility Rate and the payment terms of Liquidity Facility Bonds shall be governed by the Liquidity Facility. (C) (1) The Bonds shall mature on the Maturity Date. OHS West:261051319.1 45 (2) The Sinking Fund Installments established for the Bonds of any Series pursuant to Section 5.04 shall be redesignated as maturity dates and other Sinking Fund Installments for the Bonds of such Series on the Fixed Rate Conversion Date for such Series of Bonds as follows: (a) If the Fixed Rate Conversion Date for any Series of the Bonds is on or before December 1, 2019, principal of such Bonds shall mature (a) in ten serial maturities in amounts equal to the Sinking Fund Installments established for such dates pursuant to Section 5.04, commencing on the December 1 immediately succeeding the Fixed Rate Conversion Date, and on December 1 of each of the succeeding years, and (b) in a term maturity on the Maturity Date for such Series of Bonds. (b) If the Fixed Rate Conversion Date for any Series of the Bonds is after December 1, 2019, principal of such Bonds shall mature in serial maturities in principal amounts equal to the Sinking Fund Installments established for such dates pursuant to Section 5.04 commencing on the December I immediately succeeding the Fixed Rate Conversion Date and on December 1 of each of the succeeding years. (c) Sinking Fund Installments for each term maturity of each Series of the Bonds established pursuant to subparagraph (a) above shall be in principal amounts equal to the Sinking Fund Installments established for such dates pursuant to Section 5.04 for such Series of Bonds and be payable on December 1 of each year, commencing on December 1 of the year immediately following the next preceding maturity date of Bonds and ending on the respective Maturity Date for such Series. (d) Notwithstanding anything above to the contrary, if, due to the serialization of the Bonds pursuant to this subsection (C)(2), a Favorable Opinion of Bond Counsel cannot be delivered, then no such serialization shall occur. (e) In accordance with this Section 2.02, the Bond Trustee shall select the Bonds of each maturity date by lot. (D) The principal or Redemption Price of the Bonds shall be payable in lawful money of the United States of America at the Principal Office of the Bond Trustee upon surrender of the Bonds to the Bond Trustee for cancellation; provided that the Bond Trustee may agree with the Holder of any Bond that such Holder may, in lieu of surrendering the same for a new Bond, endorse on such Bond a record of partial payment of the principal of such Bond in the form set forth below (which shall be typed or printed on such Bond): PAYMENTS ON ACCOUNT OF PRINCIPAL Principal Balance of Principal Signature Payment Date Amount Paid Amount Unpaid of Holder OHS West:261051319.1 46 The Bond Trustee shall maintain a record of each such partial payment made in accordance with the foregoing agreement and such record of the Bond Trustee shall be conclusive. Such partial payment shall be valid upon payment of the amount thereof to the Holder of such Bond, and the City and the Bond Trustee shall be fully released and discharged from all liability to the extent of such payment regardless of whether such endorsement shall or shall not have been made upon such Bond by the Holder thereof and regardless of any error or omission in such endorsement. (E) The Bonds shall be subject to redemption as provided in Article IV. (F) The Bond Trustee shall identify all payments (whether made by check or by wire transfer) of interest, principal and premium, if any, by CUSIP number of the Bonds. Section 2.03. Initial Interest Rate; Subsequent Interest Rates. (A) The initial Interest Rate Period for the Bonds shall be a Weekly Interest Rates Period. The Bonds shall initially bear interest to and including February_, 2011, at the rates per annum set forth below: Series Initial Interest Rate 2011A 2011B 2011C (B) The interest rate on any Series of the Bonds may thereafter be adjusted to a Daily Interest Rate, a Weekly Interest Rate, a Remarketing Window Interest Rate, Bond Interest Term Rates, or a Long -Term Interest Rate, as provided in this Article II. In the manner hereinafter provided, the term of each Series of the Bonds will be divided into consecutive Interest Rate Periods during each of which such Bonds shall bear interest at the Daily Interest Rate, Weekly Interest Rate, Remarketing Window Interest Rate, Bond Interest Term Rates or Long -Term Interest Rate; provided, however, that no Bond shall bear interest in excess of the Maximum Interest Rate. At the option of the Corporation, Bonds in a Long -Term Interest Rate Period of ten years or less may be designated as Intermediate -Term Put Bonds and the Long -Term Interest Rate Period applicable to such Bonds may be designated as an Intermediate -Term Interest Rate Period. Section 2.04. Daily Interest Rate Period and Weekly Interest Rate Period. (A) Determination of Daily Interest Rates. During each Daily Interest Rate Period with respect to a Series of Bonds, the Bonds of such Series shall bear interest at the Daily Interest Rate, which shall be determined by the Remarketing Agent by no later than 10:00 a.m., New York City time, on each Business Day. The Daily Interest Rate shall be the rate of interest per annum determined by the Remarketing Agent to be the minimum interest rate which, if borne by the Bonds of the applicable Series, would enable the Remarketing Agent to sell such Bonds on the effective date of such rate at a price (without regarding accrued interest) equal to the principal amount thereof. In the event that the Remarketing Agent fails to establish a Daily OHS West:261051319.1 47 Interest Rate for any Business Day, then the Daily Interest Rate for such Business Day shall be the same as the Daily Interest Rate for the immediately preceding Business Day if the Daily Interest Rate for such preceding Business Day was determined by the Remarketing Agent. Subject to the provisions of Section 2.09, in the event that the Daily Interest Rate for the immediately preceding Business Day was not determined by the Remarketing Agent, or in the event that the Daily Interest Rate determined by the Remarketing Agent shall be held to be invalid or unenforceable by a court of law, then the interest rate for such Business Day shall be equal to 110% of the SIFMA Swap Index on the day such Daily Interest Rate would otherwise be determined as provided herein for such Daily Interest Rate Period. (B) Conversion to Daily Interest Rate. Subject to Section 2.08, at any time, the Corporation, by written direction to the Authority, the Trustee, the Tender Agent (if any), the Liquidity Facility Provider (if any), and the Remarketing Agent, may elect that the Bonds of any Series shall bear interest at a Daily Interest Rate. Such direction of the Corporation shall specify (i) the proposed effective date of such conversion to a Daily Interest Rate Period, which date shall be (1) a Business Day not earlier than the fifteenth (15th) day following the second Business Day after receipt by the Trustee of such direction, (2) in the case of a conversion from a Long -Term Interest Rate Period, the day immediately following the last day of the then- current Long -Term Interest Rate Period with respect to the Bonds of such Series or a day on which the Bonds of such Series otherwise would be subject to optional redemption pursuant to Section (A) if such conversion did not occur, (3) in the case of a conversion from a Remarketing Window Tender Rate Period, the day immediately following the last day of the then - current Remarketing Window Tender Rate Period with respect to the Bonds of such Series or a day on which the Bonds of such Series otherwise would be subject to optional redemption pursuant to Section 4.01(A) if such conversion did not occur, and (4) in the case of a conversion from a Short-Term Interest Rate Period, the day immediately following the last day of the Short- Term Interest Rate Period with respect to the Bonds of such Series; and (ii) the date of delivery for such Bonds to be purchased on the effective date of such conversion to a Daily Interest Rate Period. In addition, such direction shall be accompanied by (1) a letter of Bond Counsel that it expects to be able to give a Favorable Opinion of Bond Counsel on the effective date of the conversion to the Daily Interest Rate Period (unless otherwise provided in Section 2.09(C)(i)) and (2) a form of notice to be mailed by the Trustee to the Holders of the Bonds of such Series as provided in Section 2.04(C). During each Daily Interest Rate Period for a Series of Bonds commencing on a date so specified and ending on the day immediately preceding the effective date of the next succeeding Interest Rate Period for a Series of Bonds, the interest rate borne by the Bonds of such Series shall be a Daily Interest Rate. (C) Notice of Conversion to Daily Interest Rate. The Trustee shall give notice by first -class mail of a conversion to a Daily Interest Rate Period for the Bonds of any Series to the Holders of the Bonds of such Series not less than fifteen (15) days prior to the proposed effective date of such Daily Interest Rate Period. Such notice shall state: (i) that the interest rate on the Bonds of such Series will be adjusted to a Daily Interest Rate unless Bond Counsel fails to deliver a Favorable Opinion of Bond Counsel (unless otherwise provided in Section 2.09(C)(i)) to the Authority, the Trustee, the Corporation and the Remarketing Agent as to such conversion on the effective date of such conversion in the Interest Rate Period; (ii) the proposed effective date of such Daily Interest Rate Period; and (iii) that the Bonds of such Series are subject to mandatory tender for purchase on such proposed effective date, regardless of OHS West:261051319.1 48 whether any or all conditions to the conversion are met, and setting forth the applicable Tender Price and the place of delivery for purchase of such Bonds. (D) Determination of Weekly Interest Rates. During each Weekly Interest Rate Period with respect to a Series of Bonds, the Bonds of such Series shall bear interest at the Weekly Interest Rate, which shall be determined by the Remarketing Agent by no later than 5:00 p.m., New York City time, on Tuesday of each week during such Weekly Interest Rate Period, or if such day shall not be a Business Day, then on the next succeeding Business Day. The first Weekly Interest Rate for each Weekly Interest Rate Period shall be determined on or prior to the first day of such Weekly Interest Rate Period and shall apply to the period commencing on the first day of such Weekly Interest Rate Period and ending on the next succeeding Tuesday (whether or not a Business Day). Thereafter, each Weekly Interest Rate shall apply to the period commencing on the first Wednesday on or after the date of determination thereof (whether or not a Business Day) and ending on the next succeeding Tuesday (whether or not a Business Day), unless such Weekly Interest Rate Period shall end on a day other than Tuesday, in which event the last Weekly Interest Rate for such Weekly Interest Rate Period shall apply to the period commencing on the Wednesday (whether or not a Business Day) preceding the last day of such Weekly Interest Rate Period and ending on the last day of such Weekly Interest Rate Period. The Weekly Interest Rate shall be the rate of interest per annum determined by the Remarketing Agent to be the minimum interest rate which, if borne by the Bonds of such Series, would enable the Remarketing Agent to sell such Bonds on the effective date and at the time of such determination at a price (without regarding accrued interest) equal to the principal amount thereof. In the event that the Remarketing Agent fails to establish a Weekly Interest Rate for any week, then the Weekly Interest Rate for such week shall be the same as the Weekly Interest Rate for the immediately preceding week if the Weekly Interest Rate for such preceding week was determined by the Remarketing Agent. Subject to the provisions of Section 2.08(D), in the event that the Weekly Interest Rate for the immediately preceding week was not determined by the Remarketing Agent, or in the event that the Weekly Interest Rate determined by the Remarketing Agent shall be held to be invalid or unenforceable by a court of law, then the interest rate for such week shall be equal to 110% of the SIFMA Swap Index on the day such Weekly Interest Rate would otherwise be determined as provided herein for such Weekly Interest Rate Period until the Remarketing Agent determines the Weekly Interest Rate as required hereunder. (E) Conversion to Weekly Interest Rate. Subject to Section 2.08, at any time, the Corporation, by written direction to the Bond Trustee, the Credit Facility Provider (if any), the Tender Agent, the Liquidity Facility Provider (if any), and the Remarketing Agent, may elect that the Bonds of any Series shall bear interest at a Weekly Interest Rate. Such direction of the Corporation shall specify (i) the proposed effective date of such conversion to a Weekly Interest Rate Period, which date shall be (1) a Business Day not earlier than the tenth (10th) day following the second Business Day after receipt by the Bond Trustee of such direction, (2) in the case of a conversion from a Long -Term Interest Rate Period, the day immediately following the last day of the then - current Long -Term Interest Rate Period with respect to the Bonds of such Series or a day on which the Bonds of such Series otherwise would be subject to optional redemption pursuant to Section 4.01(C) if such conversion did not occur, and (3) in the case of a conversion from a Short-Term Interest Rate Period, the day immediately following the last day of the Short-Term Interest Rate Period with respect to the Bonds of such OHS West:261051319.1 49 Series and (ii) the date of delivery for such Bonds to be purchased on the effective date of such conversion to a Weekly Interest Rate Period. In addition, such direction shall be accompanied by (1) a letter of Bond Counsel that it expects to be able to give a Favorable Opinion of Bond Counsel on the effective date of the conversion to the Weekly Interest Rate Period and (2) a form of the notice to be mailed by the Bond Trustee to the Holders of the Bonds of such Series as provided in Section 2.04(F). During each Weekly Interest Rate Period for a Series of Bonds commencing on a date so specified and ending on the day immediately preceding the effective date of the next succeeding Interest Rate Period for a Series of Bonds, the interest rate borne by the Bonds of such Series shall be a Weekly Interest Rate. (F) Notice of Conversion to Weekly Interest Rate. The Bond Trustee shall give notice by first -class mail of a conversion to a Weekly Interest Rate Period for the Bonds of any Series to the Holders of the Bonds of such Series not less than ten (10) days prior to the proposed effective date of such Weekly Interest Rate Period. Such notice shall state: (i) that the interest rate on the Bonds of such Series will be adjusted to a Weekly Interest Rate unless Bond Counsel fails to deliver a Favorable Opinion of Bond Counsel to the Bond Trustee, the Corporation, the Credit Facility Provider (if any) and the Remarketing Agent as to such conversion on the effective date of such conversion in the Interest Rate Period; (ii) the proposed effective date of such Weekly Interest Rate Period; and (iii) that the Bonds of such Series are subject to mandatory tender for purchase on such proposed effective date, regardless of whether any or all conditions to the conversion are met (unless the Bonds were previously bearing interest at a Remarketing Window Interest Period Rate), and setting forth the applicable Tender Price and the place of delivery for purchase of such Bonds. Section 2.05. Long -Term Interest Rate Period. (A) Determination of Lone -Term Interest Rate. During the Long -Term Interest Rate Period with respect to a Series of Bonds, the Bonds of such Series shall bear interest at the Long -Term Interest Rate. The Long -Term Interest Rate shall be determined by the Remarketing Agent on a Business Day no later than the Long -Term Conversion Date. Subject to the provisions of Section 2.05(D), the Long -Term Interest Rate shall be the rate of interest per annum determined by the Remarketing Agent to be the minimum interest rate which, if borne by the Bonds of the applicable Series, would enable the Remarketing Agent to sell such Bonds on the date and at the time of such determination at a price (without regarding accrued interest) equal to the principal amount thereof. If, for any reason, the Long -Term Interest Rate is not so determined for the Long -Term Interest Rate Period by the Remarketing Agent on or prior to the fast day of such Long -Term Interest Rate Period, then the Bonds of the applicable Series shall bear interest at the Weekly Interest Rate as provided in Section 2.04, and shall continue to bear interest at a Weekly Interest Rate determined in accordance with Section 2.04 until such time as the interest rate on the Bonds of such Series shall have been adjusted to a Daily Interest Rate, Bond Interest Term Rates, a Remarketing Window Interest Rate, or a Long -Term Interest Rate, as provided herein. (B) Conversion to or Continuation of Long -Term Interest Rate. (1) Subject to Section 2.08, at any time, the Corporation, by written direction to the Bond Trustee, the Credit Facility Provider (if any), the Tender OHS West:261051319.1 50 Agent, the Liquidity Facility Provider (if any), and the Remarketing Agent, may elect that the Bonds of any Series shall bear interest at a Long -Term Interest Rate. Such direction of the Corporation (i) shall specify the proposed effective date of the Long -Term Interest Rate Period, which date shall be (1) a Business Day not earlier than the tenth (10th) day following the second Business Day after receipt by the Bond Trustee of such direction, (2) in the case of a conversion from a Short-Term Interest Rate Period to a Long -Term Interest Rate Period, the day immediately following the last day of the Short-Term Interest Rate Period, and (3) in the case of a conversion from one Long -Term Interest Rate Period to another Long -Term Interest Rate Period, the day immediately following the last day of the then - current Long -Term Interest Rate Period for such Series or a day on which the Bonds of such Series otherwise would be subject to optional redemption pursuant to Section 4.01(C) if such conversion did not occur; and (ii) with respect to any such Long -Term Interest Rate Period, may specify redemption prices and periods different from those set forth in this Bond Indenture, if approved by Bond Counsel as provided in Section 2.05(B)(2). The last day of the Long -Term Interest Rate Period shall be determined by the Remarketing Agent, in response to direction of the Corporation, on a Business Day not later than the Long -Term Conversion Date (which last day shall be either the day immediately prior to the Maturity Date for such Series, or a day which is at least one hundred eighty -one (1$1) days after the effective date thereof). (2) The direction of the Corporation described in Section 2.05(B)(1) shall be accompanied by a letter of Bond Counsel that it expects to be able to give a Favorable Opinion of Bond Counsel on the Long -Term Conversion Date and by a form of the notice to be mailed by the Bond Trustee to the Holders of the Bonds of such Series as provided in Section 2.05(C). During the Long -Term Interest Rate Period for a Series of Bonds commencing and ending on the dates so determined and during each successive Long -Term Interest Rate Period, if any, so determined, the interest rate borne by the Bonds of such Series shall be a Long -Term Interest Rate. (3) If, by the second Business Day preceding the tenth (10th) day prior to the last day of any Long -Term Interest Rate Period with respect to the Bonds of any Series which ends on a day other than the day immediately preceding the Maturity Date of such Bonds, the Bond Trustee shall not have received notice of the Corporation's election that, during the next succeeding Interest Rate Period, the Bonds of such Series shall bear interest at a Weekly Interest Rate, a Long -Term Interest Rate or a Remarketing Window Interest Rate or at Bond Interest Term Rates, the next succeeding Interest Rate Period for such Bonds shall be a Weekly Interest Rate Period until such time as the interest rate on such Bonds shall be adjusted to a Long -Term Interest Rate, a Remarketing Window Interest Rate, or Bond Interest Term Rates, as provided in this Article II. (4) After the Fixed Rate Conversion Date for a Series of Bonds, the Bonds of such Series shall no longer be subject to or have the benefit of the provisions of Sections 4.06 through 4.22. OHS West:261051319.1 51 (C) Notice of Conversion to or Continuation of Long -Term Interest Rate. The Bond Trustee shall give notice of a conversion to a (or the establishment of another) Long -Term Interest Rate Period for the Bonds of any Series to the Holders of such Bonds not less than ten (10) days prior to the proposed effective date of such Long -Term Interest Rate Period. Such notice shall state: (i) that the interest rate on the Bonds of the applicable Series shall be adjusted to, or continue to be, a Long -Term Interest Rate unless Bond Counsel fails to deliver a Favorable Opinion of Bond Counsel to the Bond Trustee, the Corporation and the Remarketing Agent as to such conversion in the Interest Rate Period on the effective date of such conversion; (ii) the proposed effective date of such Long -Term Interest Rate Period; and (iii) that the Bonds of such Series are subject to mandatory tender for purchase on such proposed effective date, regardless of whether any or all conditions to the conversion are met (unless the Bonds were previously bearing interest at a Remarketing Window Interest Rate), and setting forth the applicable Tender Price and the place of delivery for purchase of such Bonds. (D) Sale at Premium or Discount. Notwithstanding the provisions of Section 2.05(A), the Long -Term Interest Rate shall be the rate of interest per annum determined by the Remarketing Agent to be the interest rate which, if borne by the Bonds of the applicable Series, would enable the Remarketing Agent to sell such Bonds on the date and at the time of such determination at a price which will result in the lowest net interest cost for the Bonds of such Series, after taking into account any premium or discount at which such Bonds are sold by the Remarketing Agent, provided that: (1) the Remarketing Agent certifies to the Bond Trustee, the Tender Agent and the Corporation that the sale of the Bonds of such Series at the interest rate and premium or discount specified by the Remarketing Agent is expected to result in the lowest net interest cost for such Bonds on the Long -Term Conversion Date; (2) the Corporation consents in writing to the sale of the Bonds of such Series by the Remarketing Agent at such premium or discount; (3) in the case of Bonds to be sold at a discount, either (a) a Liquidity Facility is in effect with respect to such Series of Bonds and provides for the payment of such discount or (b) the Corporation agrees to transfer to the Tender Agent on the Long -Term Conversion Date, in immediately available funds, for deposit in the Corporation Purchase Account, an amount equal to such discount; (4) in the case of Bonds to be sold at a premium, the Remarketing Agent shall transfer to the Bond Trustee for deposit in the Revenue Fund an amount equal to such premium; (5) on or before the date of the determination of the Long - Term Interest Rate, the Corporation delivers to the Bond Trustee, the Credit Facility Provider (if any), and the Remarketing Agent a letter of Bond Counsel to the effect that Bond Counsel expects to be able to give a Favorable Opinion of Bond Counsel on the Long -Term Conversion Date; and OHS West:261051319.1 52 (6) on or before the Long -Term Conversion Date, a Favorable Opinion of Bond Counsel shall have been received by the Bond Trustee, the Corporation, the Credit Facility Provider (if any), and the Remarketing Agent. Section 2.06. Short-Term Interest Rate Periods. (A) Determination of Bond Interest Terms and Bond Interest Term Rates. During each Short-Term Interest Rate Period with respect to a Series of Bonds, each Bond of such Series shall bear interest during each Bond Interest Term for such Bond at the Bond Interest Term Rate for such Bond. The Bond Interest Term and the Bond Interest Term Rate for each Bond need not be the same for any two Bonds, even if determined on the same date. Each of such Bond Interest Terms and Bond Interest Term Rates for each Bond shall be determined by the Remarketing Agent, after consultation with the Corporation, no later than the first day of each Bond Interest Term. Each Bond Interest Term shall be for a period of days within the range or ranges announced as possible Bond Interest Terms no later than 9:30 a.m., New York City time, on the first day of each Bond Interest Term by the Remarketing Agent. Each Bond Interest Term for each Bond shall be a period of not more than one hundred eighty (180) days, determined by the Remarketing Agent to be the period which, together with all other Bond Interest Terms for all Bonds of the applicable Series then Outstanding, will result in the lowest overall interest expense on the Bonds of such Series. Each Bond Interest Tern shall end on either a day which immediately precedes a Business Day or on the day immediately preceding the Maturity Date for such Series. No Bond Interest Term shall be set to end on a day later than the fifth day preceding the expiration of any Liquidity Facility applicable to the subject Series. If, for any reason, a Bond Interest Term for any Bond cannot be so determined by the Remarketing Agent, or if the determination of such Bond Interest Term is held by a court of law to be invalid or unenforceable, then such Bond Interest Term shall be thirty (30) days, but if the last day so determined shall not be a day immediately preceding a Business Day, shall end on the first day immediately preceding the Business Day next succeeding such last day, or if such last day would be after the day immediately preceding the Maturity Date, shall end on the day immediately preceding such Maturity Date for such Series. In determining the number of days in each Bond Interest Tenn, the Remarketing Agent shall take into account the following factors: (1) existing short-term, tax - exempt market rates and indices of such short-tern rates; (II) the existing market supply and demand for short-term tax- exempt securities; (III) existing yield curves for short-term and long -term tax - exempt securities for obligations of credit quality comparable to the Bonds of such Series; (IV) general economic conditions; (V) industry economic and financial conditions that may affect or be relevant to the Bonds of such Series; (VI) the Bond Interest Terms of other Bonds of such Series; and (VII) such other facts, circumstances and conditions pertaining to financial markets as the Remarketing Agent, in its sole discretion, shall determine to be relevant. The Bond Interest Tenn Rate for each Bond Interest Tern for each Bond in a Short-Term Interest Rate Period shall be the rate of interest per annum determined by the Remarketing Agent to be the minimum interest rate which, if home by such Bond, would enable the Remarketing Agent to sell such Bond on the date and at the time of such determination at a price equal to the principal amount thereof. Subject to the provisions of Section 2.08(D), if, for any reason, a Bond Interest Tenn Rate for any Bond in a Short-Tenn Interest Rate Period is not so established by the Remarketing Agent for any Bond Interest Tenn, or if such Bond Interest OHS West:261051319.1 53 Term Rate is determined by a court of law to be invalid or unenforceable, then the Bond Interest Term Rate for such Bond Interest Term shall be the rate per annum equal to 110% of the SIFMA Swap Index on the first day of such Bond Interest Term. (B) Conversion to Bond Interest Term Rates. Subject to Section 2.08, at any time, the Corporation, by written direction to the Bond Trustee, the Credit Facility Provider (if any), the Tender Agent, the Liquidity Facility Provider (if any), and the Remarketing Agent, may elect that the Bonds of any Series shall bear interest at Bond Interest Term Rates. Such direction of the Corporation shall specify (i) the proposed effective date of the Short-Term Interest Rate Period (during which the Bonds of such Series shall bear interest at Bond Interest Term Rates), which date shall be (1) a Business Day not earlier than the tenth (10th) day following the second Business Day after receipt by the Bond Trustee of such direction, (2) in the case of a conversion from a Long -Term Interest Rate Period for a Series, the day immediately following the last day of the then - current Long -Term Interest Rate Period for such Series or a day on which the Bonds of such Series otherwise would be subject to optional redemption pursuant to Section 4.01(C) if such conversion did not occur, and (3) in the case of a conversion from a Weekly Interest Rate Period the day immediately following the last day of such Interest Rate Period with respect to the Bonds of such Series; and (ii) the date of delivery of such Bonds to be purchased. In addition, the direction of the Corporation shall be accompanied by (1) a letter of Bond Counsel that it expects to be able to give a Favorable Opinion of Bond Counsel on the effective date of the conversion to the Short-Term Interest Rate Period and (2) a form of the notice to be mailed by the Bond Trustee to the Holders of the Bonds of such Series as provided in Section 2.06(C). During each Short-Term Interest Rate Period for a Series of Bonds commencing on the date so specified and ending, with respect to each Bond of such Series, on the day immediately preceding the effective date of the next succeeding Interest Rate Period with respect to such Bond, each such Bond shall bear interest at a Bond Interest Term Rate during each Bond Interest Term for such Bond. (C) Notice of Conversion to Bond Interest Term Rates. The Bond Trustee shall give notice by first -class mail of a conversion to a Short-Term Interest Rate Period for the Bonds of any Series to the Holders of such Bonds not less than ten (10) days prior to the proposed effective date of such Short-Term Interest Rate Period. Such notice shall state: (i) that the Bonds of the applicable Series shall bear interest at Bond Interest Term Rates unless Bond Counsel fails to deliver a Favorable Opinion of Bond Counsel to the Bond Trustee, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any), the Corporation and the Remarketing Agent as to such conversion on the effective date of such conversion in the Interest Rate Period or other conditions precedent to such conversion are not met; (ii) the proposed effective date of such Short-Term Interest Rate Period; and (iii) that such Bonds are subject to mandatory tender for purchase on such proposed effective date of such Short-Term Interest Rate Period, regardless of whether any or all conditions precedent to the conversion are met (unless the Bonds were previously bearing interest at a Remarketing Window Interest Rate), and setting forth the applicable Tender Price and the place of delivery for purchase of the Bonds of such Series. (D) Conversion from Short-Term Interest Rate Period. Subject to Section 2.08(B), at any time during a Short-Term Interest Rate Period with respect to a Series of Bonds, the Corporation may elect, pursuant to Sections 2.04(B), 2.04(E), 2.05(B), 2.07 (B) or OHS West:261051319.1 54 2.08, that such Bonds no longer shall bear interest at Bond Interest Term Rates and shall instead bear interest at a Daily Interest Rate, a Weekly Interest Rate, a Remarketing Window Interest Rate, a Long -Term Interest Rate, as specified in such election. The date on which all Bond Interest Terms determined for the Bonds of such Series shall end shall be the last day of the then - current Short-Term Interest Rate Period and the day next succeeding such date shall be the effective date of the Weekly Interest Rate Period, Remarketing Window Interest Rate Period, or Long -Term Interest Rate Period elected by the Corporation for such Bonds. Section 2.07. Remarketing Window Interest Rate Period. (A) Determination of Remarketing Window Interest Rate. During each Remarketing Window Interest Rate Period with respect to a Series of Bonds, the Bonds of such Series shall bear interest at the Remarketing Window Interest Rate, which shall be determined by the Remarketing Window Calculation Agent each Thursday (or if such day is not a Business Day, then on the next succeeding Business Day) and shall be equal to the SIFMA Swap Index on such day plus the Remarketing Window Spread. The Remarketing Window Calculation Agent shall furnish each Remarketing Window Interest Rate so determined to the Trustee, the Remarketing Agent, the City and the Corporation by Electronic Means no later than the Business Day next succeeding the date of determination. The first Remarketing Window Interest Rate for each Remarketing Window Interest Rate Period shall be determined on or prior to the first day of such Remarketing Window Interest Rate Period, shall apply to the period commencing on the first day of such Remarketing Window Interest Rate Period and ending on and including the next succeeding Wednesday and shall be equal to the SIFMA Swap Index as of the first day of such Remarketing Window Interest Rate Period (or, if the first day of such Remarketing Window Interest Rate Period is not a Thursday, the SIFMA Swap Index as of the Thursday preceding the first day of such Remarketing Window Interest Rate Period) plus the Remarketing Window Spread. Thereafter, each Remarketing Window Interest Rate shall apply to the period commencing on and including Thursday and ending on and including the next succeeding Wednesday, unless such Remarketing Window Interest Rate Period ends on a day other than Wednesday, in which event the last Remarketing Window Interest Rate for such Remarketing Window Interest Rate Period shall apply to the period commencing on and including the Thursday preceding the last day of such Remarketing Window Interest Rate Period and ending on and including the last day of such Remarketing Window Interest Rate Period. During each Remarketing Window Interest Rate Period with respect to a Series of Bonds, the Remarketing Agent may (i) with the consent of the Corporation, increase the Remarketing Window Spread with respect to such Series of Bonds effective as of any Remarketing Window Optional Tender Date during each Remarketing Window, any Remarketing Window Mandatory Tender Date or a mandatory Tender Date for all of the Bonds that occurs pursuant to Section 4.11 during such Remarketing Window Interest Rate Period, or (ii) reduce the Remarketing Window Spread effective as of any Remarketing Window Mandatory Tender Date or a mandatory Tender Date for all of the Bonds that occurs pursuant to Section 4.11 during such Remarketing Window Interest Rate Period. The sum of the SIFMA Swap Index plus the revised Remarketing Window Spread shall be equal to the rate of interest per annum determined by the Remarketing Agent (based on an examination of tax exempt obligations comparable, in the judgment of the Remarketing Agent, to the applicable Series of Bonds and known by the Remarketing Agent to have been priced or traded under then prevailing OHS West:261051319.1 55 market conditions) to be the minimum interest rate which, if borne by the Bonds of such Series, would enable the Remarketing Agent to sell all of the Bonds of such Series on the effective date of the revised Remarketing Window Spread at a price (without regard to accrued interest) equal to the principal amount thereof. A revised Remarketing Window Spread shall apply to all Bonds of the applicable Series bearing interest at a Remarketing Window Interest Rate as of the effective date of the revised Remarketing Window Spread. If the Remarketing Window Interest Rate for any week is held to be invalid or unenforceable by a court of law or if the S1FMA Swap Index is not available for any week, then the Remarketing Window Interest Rate for such week shall be equal to 85% of the interest rate on 30 day high grade unsecured commercial paper notes sold through dealers by major corporations as reported in The Wall Street Journal on the day such Remarketing Window Interest Rate would otherwise be determined as provided herein for such Remarketing Window Interest Rate Period, plus the Remarketing Window Spread. (B) Conversion to Remarketing Window Interest Rate. Subject to Section 2.08 hereof, the Corporation may, from time to time, by written direction to the Trustee, the Tender Agent (if any), the Credit Facility Provider (if any), the Liquidity Facility Provider (if any) and the Remarketing Agent, elect that a Series of the Bonds shall bear interest at a Remarketing Window Interest Rate. The direction of the Corporation shall specify (i) the proposed effective date of the Conversion to a Remarketing Window Interest Rate, which shall be (1) in each case, a Business Day not earlier than the tenth (10th) day following the second Business Day after receipt by the Trustee of such direction, (ii) in the case of a Conversion from a Long Term Interest Rate Period, the day immediately following the last day of the then current Long Term Interest Rate Period or a day on which the Bonds would otherwise be subject to optional redemption pursuant to Section 4.01(C) if such Conversion did not occur, and (3) in the case of a Conversion from a Short-Term Interest Rate Period, the day immediately following the last day of the Short-Term Interest Rate Period determined in accordance with Section 2.06, and (B) the Tender Date for the Bonds to be purchased, which shall be the proposed effective date of the Conversion to a Remarketing Window Interest Rate. In addition, the direction of the Corporation shall be accompanied by (1) a letter of Bond Counsel that it expects to be able to give a Favorable Opinion of Bond Counsel on the effective date of the conversion to the Remarketing Window Interest Rate Period and (2) a form of the notice to be mailed by the Trustee to the Holders of the Bonds of such Series as provided in Section 2.07(C). During each Remarketing Window Interest Rate Period for a Series of Bonds commencing on a date so specified and ending on the day immediately preceding the effective date of the next succeeding Interest Rate Period, the interest rate borne by the Bonds of such Series shall be a Remarketing Window Interest Rate. The Initial Remarketing Window Spread for each Remarketing Window Interest Rate Period shall be determined by the Remarketing Agent on a Business Day no later than the effective date of such Remarketing Window Interest Rate Period. The sum of the SIFMA Swap Index plus the Initial Remarketing Window Spread shall be equal to the rate of interest per annum determined by the Remarketing Agent (based on an examination of tax exempt obligations comparable, in the judgment of the Remarketing Agent, to the Bonds and known by the Remarketing Agent to have been priced or traded under then prevailing market conditions) to be the minimum interest rate which, if borne by the Bonds, would enable the Remarketing Agent to sell all of the Bonds on the Conversion Date at a price (without regard to accrued interest) equal to the principal amount thereof. OHS West:261051319.1 56 (C) Notice of Conversion to Remarketing Window Interest Rate. The Trustee shall give notice by first class mail of a Conversion of a Series of Bonds to a Remarketing Window Interest Rate Period to the Holders of the Bonds of such Series not less than ten days prior to the proposed effective date of such Remarketing Window Interest Rate Period. Such notice shall state (i) that the interest rate on the applicable Series of Bonds shall be converted to a Remarketing Window Interest Rate unless the Corporation rescinds its election to convert the interest rate to a Remarketing Window Interest Rate as provided in Section 2.08; (ii) the proposed effective date of the Remarketing Window Interest Rate Period; and (iii) that the Bonds of such Series are subject to mandatory tender for purchase on the proposed effective date and setting forth the Tender Price and the place of delivery for purchase of such Bonds. Section 2.08. Notice of Conversion; Conditions. (A) In the event that the Corporation shall elect to adjust the interest rate on a Series of Bonds to a Daily Interest Rate, a Weekly Interest Rate, a Remarketing Window Interest Rate, a Long -Term Interest Rate, or Bond Interest Term Rates, as provided in Sections 2.04(B) and (E), 2.05(B), 2.06(B) or 2.07(B) then the written direction furnished by the Corporation as required by such sections shall be made by registered or certified mail, or by Electronic Means, confirmed by registered or certified mail. The Bond Trustee shall also provide written notice to S &P and Moody's of any Conversion hereunder. (B) Notwithstanding anything in this Article II, in connection with any Conversion of the Interest Rate Period for a Series of Bonds, the Corporation shall have the right to deliver to the Bond Trustee, the Credit Facility Provider (if any), the Remarketing Agent, the Tender Agent, the Liquidity Facility Provider (if any), and the City, on or prior to 10:00 a.m., New York City time, on the second Business Day preceding the effective date of any such Conversion a notice to the effect that the Corporation elects to rescind its election to effect such Conversion. If the Corporation rescinds its election to effect such Conversion, then the Interest Rate Period shall not be converted and the Bonds of such Series shall continue to bear interest at the Daily Interest Rate, Weekly Interest Rate, Remarketing Window Rate, Long -Term Interest Rate, or Bond Interest Term Rates, as the case may be, as in effect immediately prior to such proposed Conversion (provided, that the period of any such continuing Long -Term Interest Rate Period shall be one year). In any event, if notice of a Conversion has been mailed to the Holders of such Series as provided in Section 2.04(C) or (F), 2.05(C), 2.06(C) or 2.07(C) and the Corporation rescinds its election to make such Conversion, then the Bonds of such Series (except Bonds in a Remarketing Window Interest Period, which shall not be subject to mandatory tender) shall continue to be subject to mandatory tender for purchase on the date which would have been the effective date of the Conversion as provided in Section 4.08. (C) No Conversion from one Interest Rate Period to another shall take effect under this Bond Indenture unless each of the following conditions, to the extent applicable, shall have been satisfied. (1) The Bond Trustee and the City shall have received a Favorable Opinion of Bond Counsel with respect to such Conversion. OHS West:261051319.1 57 (2) In the case of any Conversion with respect to which there shall be no Liquidity Facility in effect to provide funds for the purchase of Bonds of any Series on the Conversion Date, the remarketing proceeds available on the Conversion Date shall not be less than the amount required to purchase all of the Bonds of such Series at the Tender Price (unless the Corporation, in its sole discretion, elects to transfer to the Tender Agent the amount of such deficiency on or before the Conversion Date). (3) In the case of any Conversion of a Series of Bonds from any Interest Rate Period to any other Interest Rate Period (except a Long -Term Interest Rate Period effective to the Maturity Date for such Series), prior to the Conversion Date the Corporation shall (1) have appointed a Tender Agent and a Remarketing Agent with respect to such Series, and (2) there shall have been executed and delivered with respect to such Series a Remarketing Agreement. (D) If any condition to the Conversion of a Series of Bonds shall not have been satisfied, then the Interest Rate Period shall not be converted and the Bonds of such Series shall bear interest at the Weekly Interest Rate (excluding a Series of Bonds bearing interest at a Remarketing Window Interest Rate, which will continue to bear interest at the interest rate in effect immediately prior to such proposed Conversion) and the Bonds of such Series (except Bonds in a Remarketing Window Interest Rate Period) shall continue to be subject to mandatory tender for purchase on the date which would have been the effective date of the Conversion as provided in Section 4.08. Section 2.09. Execution of Bonds. The Bonds shall be executed in the name and on behalf of the City with the manual or facsimile signature of its Mayor, under its seal and attested by the manual or facsimile signature of its City Clerk. Such seal may be in the form of a facsimile of the City's seal and may be reproduced, imprinted or impressed on the Bonds. The Bonds shall then be delivered to the Bond Trustee for authentication by it. In case any of the officers who shall have signed or attested any of the Bonds shall cease to be such officer or officers of the City before the Bonds so signed or attested shall have been authenticated or delivered by the Bond Trustee or issued by the City, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the City as though those who signed and attested the same had continued to be such officers of the City, and also any Bond may be signed and attested on behalf of the City by such persons as at the actual date of execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually executed by an authorized signatory of the Bond Trustee as authentication agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Bond Indenture, and such certificate of the Bond Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Bond Indenture. Section 2.10. Transfer of Bonds. Subject to the provisions of Section 2.15, any Bond may, in accordance with its terms, be transferred, upon the books required to be kept OHS West:261051319.1 58 pursuant to the provisions of Section 2.12, by the Person in whose name it is registered, in person or by such Person's duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Bond Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Bond Trustee shall authenticate and deliver a new Bond or Bonds, of the same Series and maturity and for a like aggregate principal amount of Minimum Authorized Denominations. The Bond Trustee shall require the Bondholder requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer, and the Bond Trustee may also require the Bondholder requesting such transfer to pay a reasonable sum to cover expenses incurred by the Bond Trustee or the City in connection with such transfer. Section 2.11. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Bond Trustee for a like aggregate principal amount of Bonds of other Minimum Authorized Denominations of the same Series and maturity. The Bond Trustee shall require the Bondholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange and the Bond Trustee may also require the Bondholder requesting such exchange to pay a reasonable sum to cover expenses incurred by the Bond Trustee or the City in connection with such exchange. Section 2.12. Bond Register. The Bond Trustee will keep or cause to be kept sufficient books for the registration and transfer of the Bonds, which shall at all times (during regular business hours at the location where such books are kept) be open to inspection by any Bondholder or such Bondholder's agent duly authorized in writing, the City, or the Corporation; and, upon presentation for such purpose, the Bond Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Bonds as hereinbefore provided. Section 2.13. Temporary Bonds. The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery. Any temporary Bond may be printed, lithographed or typewritten, shall be of such Minimum Authorized Denominations as may be determined by the City, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Bond Indenture as may be appropriate. Every temporary Bond shall be executed by the City and be authenticated by the Bond Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Principal Office of the Bond Trustee, and the Bond Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of Minimum Authorized Denominations of the same Series and maturity. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Bond Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.14. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the City, at the expense of the Holder of said Bond, shall execute, and the Bond Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in exchange and OHS West:261051319.1 59 substitution for the Bond so mutilated, but only upon surrender to the Bond Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Bond Trustee shall be canceled by it. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and the Bond Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the City, at the expense of the Holder, shall execute, and the Bond Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall be about to mature, instead of issuing a substitute Bond, the Bond Trustee may pay the same without surrender thereof upon receipt of the above - mentioned indemnity). The Bond Trustee may require payment of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the City and the Bond Trustee in complying with this Section. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall replace the Bond alleged to be lost, stolen or destroyed as an original contractual obligation on the part of the City, and shall be entitled to the benefits of this Bond Indenture with all other Bonds secured by this Bond Indenture. Section 2.15. Use of Securities Depository. Notwithstanding any provision of this Bond Indenture to the contrary: (A) The Bonds shall be initially issued as provided in Section 2.02. Registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except: (1) To any successor of the Securities Depository or its nominee, or to any substitute depository designated pursuant to clause (2) of this subsection (A) ( "substitute depository"); provided that any successor of the Securities Depository or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (2) To any substitute depository designated by the City (pursuant to a Request of the Corporation) upon (a) the resignation of the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository or (b) a determination by the City (pursuant to a Request of the Corporation) that the Securities Depository or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (3) To any Person as provided below, upon (a) the resignation of the Securities Depository or its successor (or substitute depository or its successor) from its functions as depository; provided that no substitute depository can be obtained or (b) a determination by the City that it is in the best interests of the City to remove the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository. OHS West:261051319.1 60 (B) In the case of any transfer pursuant to clause (1) or clause (2) of subsection (A), upon receipt of the Outstanding Bonds by the Bond Trustee, together with a Certificate of the City to the Bond Trustee, a single new Bond of the applicable Series shall be executed and delivered in the aggregate principal amount of the Bonds of such Series then Outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Certificate of the City. In the case of any transfer pursuant to clause (3) of subsection (A), upon receipt of the Outstanding Bonds by the Bond Trustee together with a Certificate of the City to the Bond Trustee, new Bonds shall be executed and delivered in such Minimum Authorized Denominations and registered in the names of such Persons as are requested in such a Certificate of the City, subject to the limitations of Section 2.02, provided the Bond Trustee shall not be required to deliver such new Bonds within a period less than sixty (60) days from the date of receipt of such a Certificate of the City. (C) In the case of partial redemption or an advance refunding of any Series of Bonds evidencing all or a portion of such principal amount Outstanding, the Securities Depository shall make an appropriate notation on such Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Bond Trustee. (D) The City, the Credit Facility Provider (if any) and the Bond Trustee shall be entitled to treat the Person in whose name any Bond is registered as the Bondholder thereof for all purposes of this Bond Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Bond Trustee, the Credit Facility Provider (if any) or the City; and the City, the Credit Facility Provider (if any) and the Bond Trustee shall have no responsibility for transmitting payments to, communicating with, notifying or otherwise dealing with any beneficial owners of the Bonds. None of the City, the Credit Facility Provider (if any) or the Bond Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including the Securities Depository or its successor (or substitute depository or its successor), except for the Holder of any Bond. (E) So long as the Outstanding Bonds are registered in the name of Cede & Co. or its registered assign, the City and the Bond Trustee shall cooperate with Cede & Co., as sole registered Bondholder, and its registered assigns in effecting payment of the principal of and redemption premium, if any, and interest on the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (F) The Corporation may, with the consent of the City and the Bond Trustee, determine not to continue with the Securities Depository or the book -entry -only system in accordance with the provisions of this Bond Indenture. In such event, the Corporation shall use its best efforts to identify another qualified Securities Depository. OHS West:261051319.1 61 ARTICLE III ISSUANCE OF BONDS, APPLICATION OF PROCEEDS Section 3.01. Issuance of Bonds. At any time after the execution of this Bond Indenture, the City may execute and the Bond Trustee shall authenticate and, upon Request of the City, deliver the Bonds of each Series in the aggregate principal amount set forth below: Series Principal Amount 2011A 2011B 2011C Section 3.02. Application of Proceeds of Bonds. The proceeds received from the sale of the Bonds (being $ , comprised of the aggregate principal amount of the Bonds, [plus /less] an original issue [premium/discount] of $ and less an underwriters' discount of $ ) shall be deposited in trust with the Bond Trustee, who shall forthwith deposit or transfer such proceeds as follows: (A) The Bond Trustee shall deposit the sum of $ in the Costs of Issuance Fund. (B) The Bond Trustee shall deposit the sum of $ in the Project Fund. (C) The Bond Trustee shall transfer the sum of $ to the trustee for the Prior Bonds pursuant to a Request of the Corporation to be delivered to the Bond Trustee simultaneously with the issuance of the Bonds.. The Bond Trustee may, in its discretion, establish one or more temporary funds or accounts in its books and records to facilitate such deposits and transfers. Section 3.03. Establishment and Application of Costs of Issuance Fund. The Bond Trustee shall establish, maintain and hold in trust a separate fund designated as the "Costs of Issuance Fund." The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Bond Trustee to pay the Costs of Issuance upon Requisition of the Corporation substantially in the form attached hereto as Exhibit A, stating the Person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against the Costs of Issuance Fund. On the date no later than 180 days after the Date of Issuance, or upon the earlier Request of the Corporation, amounts, if any, remaining in the Costs of Issuance Fund shall be transferred to the Project Fund and the Costs of Issuance Fund shall be closed. Section 3.04. Establishment and Application of the Project Fund (A) The Bond Trustee shall establish, maintain and hold in trust a separate fund designated as the "Project Fund." The moneys in the Project Fund shall be used and OHS West:261051319.1 62 withdrawn by the Bond Trustee to pay the capital costs of the Project. No moneys in the Project Fund shall be used to pay Costs of Issuance. (B) Before any payment from the Project Fund shall be made, the Corporation shall file or cause to be filed with the Bond Trustee a Requisition, in substantially the form attached hereto as Exhibit B, stating: (1) the item number of such payment; (2) the name of the Person to whom each such payment is due, which may be the Corporation in the case of reimbursement for Project costs theretofore paid by the Corporation; (3) the respective amounts to be paid; (4) the purpose by general classification for which each obligation to be paid was incurred; and (5) that obligations in the stated amounts have been incurred by the Corporation and are presently due and payable and that each item thereof is a proper charge against the Project Fund, has not been previously paid from the Project Fund and is only made with respect to elements of the Project for which all approvals, if any, required under the California Environmental Quality Act have been previously finalized and none of the payments requested will result in a breach of the representations and agreements in the Tax Agreement. (C) Upon receipt of such a Requisition, the Bond Trustee shall pay the amount set forth in such Requisition as directed by the terms thereof out of the Project Fund. The Bond Trustee shall not make any such payment if it has received any written notice of claim of lien, right to lien or attachment upon, or claim affecting the right to receive payment of any of the monies to be so paid, that has not been released or will not be released simultaneously with such payment. Each such Requisition shall be sufficient evidence to the Bond Trustee of the facts stated therein and the Bond Trustee shall have no duty to confirm the accuracy of such facts. (D) When the Project (or any discrete portion of the Project as determined by the Corporation at its option) shall have been completed, there shall be delivered to the Bond Trustee a Certificate of the Corporation stating (i) the fact of such completion, (ii) if moneys remain on deposit in the Project Fund, (iii) date of such completion and (iv) that all of the costs thereof have been determined and paid (or that all of such costs have been paid less specified claims that are subject to dispute and for which a retention in the Project Fund is to be maintained in the full amount of such claims until such dispute is resolved). Upon the receipt of such Certificate, the Bond Trustee shall, as directed by said Certificate, transfer any remaining balance in the Project Fund (or, if completion is only as to a discrete portion of the Project as described above, the remaining balance in the Project Fund allocable to such discrete portion of the Project, as specified by the Corporation at its option in said Certificate) to the Optional Redemption Account. Upon transfer of all moneys remaining on deposit in the Project Fund to the Optional Redemption Account, the Project Fund shall be closed. OHS West:261051319.1 63 Section 3.05. Validity of Bonds. The validity of the authorization and issuance of the Bonds is not dependent on and shall not be affected in any way by any proceedings taken by the City or the Bond Trustee with respect to or in connection with the Loan Agreement. The recital contained in the Bonds that the same are issued pursuant to the Law and the Constitution and laws of the State of California shall be conclusive evidence of their validity and of compliance with the provisions of law in their issuance. ARTICLE W REDEMPTION AND TENDER OF BONDS Section 4.01. Terms of Redemption. (A) The Bonds are subject to redemption prior to their stated maturity, at the option of the City (which option shall be exercised upon Request of the Corporation given to the Bond Trustee (unless waived by the Bond Trustee) with at least the same number of days notice to the Bond Trustee then applicable to such Bonds as set forth in this Section 4.01(B) -(E) prior to the date fixed for redemption) in whole or in part (in such amounts and with respect to such Sinking Fund Installments as may be specified by the Corporation) on any date, from hazard insurance or condemnation proceeds received with respect to the facilities of any of the Members and deposited in the Special Redemption Account pursuant to Section 3.4 of the Loan Agreement, at a Redemption Price equal to the principal amount thereof, plus accrued interest thereon (if any)to the date fixed for redemption, without premium, but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds. (B) While any Daily Interest Rate, Weekly Interest Rate or Remarketing Window Interest Rate is in effect with respect to a Series of Bonds, the Bonds of such Series are also subject to redemption prior to their stated maturity, at the option of the City (which option shall be exercised upon Request of the Corporation given to the Bond Trustee (unless waived by the Bond Trustee) at least two Business Days prior to the date notice of redemption is required to be given pursuant to Section 4.03), in whole or in part (in such amounts and with respect to such Sinking Fund Installments as may be specified by the Corporation), on any date at a Redemption Price equal to the principal amount of Bonds called for redemption, plus accrued interest thereon (if any) to the date fixed for redemption, without premium, but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds. (C) While any Long -Term Interest Rate is in effect with respect to a Series of Bonds, the Bonds of such Series are also subject to redemption prior to their stated maturity, at the option of the City (which option shall be exercised upon Request of the Corporation given to the Bond Trustee (unless waived by the Bond Trustee) at least two Business Days prior to the date notice of redemption is required to be given pursuant to Section 4.03), in whole or in part, on the first day following such Long -Term Interest Rate Period at a Redemption Price equal to the principal amount of Bonds called for redemption, plus accrued interest thereon (if any) to the date fixed for redemption, without premium but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds, and thereafter, during the periods specified below (or if approved by Bond Counsel, OHS West:261051319.1 64 during the periods and at the Redemption Prices specified in a notice of the Corporation to the Bond Trustee) in whole or in part on any date, at the Redemption Prices (expressed as a percentage of principal amount) hereinafter indicated or specified in the notice of the Corporation to the Bond Trustee, plus accrued interest thereon (if any) to the date fixed for redemption, but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds: Length of Long -Term Interest Rate Period Redemption (expressed in years) Price greater than 10 after 10 years at 100% 10 or less not subject to optional redemption (D) While any Bond Interest Tenn Rate is in effect with respect to a Series of Bonds, the Bonds of such Series subject to such Bond Interest Tenn Rate are also subject to redemption prior to their stated maturity, at the option of the City (which option shall be exercised upon Request of the Corporation given to the Bond Trustee (unless waived by the Bond Trustee) at least two Business Days prior to the date notice of redemption is required to be given pursuant to Section 4.03), in whole or in part (in such amounts and with respect to such Sinking Fund Installments as may be specified by the Corporation), on the day succeeding the last day of such Bond Interest Term at a Redemption Price equal to the principal amount of Bonds called for redemption, plus accrued interest thereon (if any) to the date fixed for redemption, without premium, but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds. (E) The Bonds are also subject to redemption in part prior to their stated maturity from Sinking Fund Installments established pursuant to Section 5.04 on any Sinking Fund Installment Date, but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds. (F) The Bonds are also subject to redemption prior to their stated maturity at the option of the City (which option shall be exercised upon Request of the Corporation given to the Bond Trustee (unless waived by the Bond Trustee) at least two Business Days prior to the date notice of redemption is required to be given pursuant to Section 4.03) as a whole (but not in part) on any date at the principal amount thereof and interest accrued thereon (if any) to the date fixed for redemption, without premium but only with Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds, from amounts deposited in the Special Redemption Account pursuant to Section 3.4 of the Loan Agreement, if as a result of any changes in the Constitution of the United States of America or any state, or legislative or administrative action or inaction by the United States of America or any state, or any agency or political subdivision thereof, or by reason of any judicial decisions there is a good faith determination by the Credit Group Representative that (a) the Master Indenture has become void or unenforceable or impossible to perform, or (b) unreasonable burdens or excessive liabilities have been imposed on any Member, including OHS West:261051319.1 65 without limitation, federal, state or other ad valorem property, income or other taxes being then imposed which were not being imposed on the Date of Issuance. Section 4.02. Selection of Bonds for Redemption. Whenever provision is made in this Bond Indenture for the redemption of less than all of the Bonds of any Series or any given portion thereof, the Bond Trustee shall select the Bonds of such Series to be redeemed, from all Bonds subject to redemption or such given portion thereof not previously called for redemption, by lot in any manner which the Bond Trustee in its sole discretion shall deem appropriate and fair; provided, however, that Bonds shall be redeemed in the following order of priority (and by lot within each priority): FIRST: Any Bonds of such Series which are Liquidity Facility Bonds; and SECOND: Any other Bonds of such Series. Section 4.03. Notice of Redemption. Notice of redemption shall be mailed by the Bond Trustee, not less than fifteen (15) days nor more than sixty (60) days prior to the stated redemption date, to the Holders of Bonds called for redemption at their addresses appearing on the bond registration books of the Bond Trustee and to the Master Trustee, the Credit Facility Provider (if any) and the Liquidity Facility Provider (if any), with a copy to the City. The Bond Trustee shall also give notice of redemption by overnight mail or courier service to the Remarketing Agent, and such securities depositories and/or securities information services as shall be designated in a Certificate of the Corporation. For any redemption in whole, the Bond Trustee shall also mail notice of such redemption to S &P and Moody's. Each notice of redemption shall state the date of such notice, the Series designation and date of issue of the Bonds, the redemption date, the Redemption Price, the place or places of redemption (including the name and appropriate address or addresses of the Bond Trustee), the maturity, the CUSIP numbers, if any, and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that, subject to prior rescission as provided in the next paragraph of this Section, on said date there will become due and payable on each of said Bonds the Redemption Price thereof or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered. Each notice shall also state that redemption is conditioned upon receipt by the Bond Trustee of sufficient Available Moneys to pay the Redemption Price of the Bonds so redeemed. Any notice of optional redemption given pursuant to this Section 4.03 may be rescinded by written notice given to the Bond Trustee by the Corporation no later than two (2) Business Days prior to the date specified for redemption. The Bond Trustee shall give notice of such rescission as soon thereafter as practicable in the same manner, and to the same Persons, as notice of such redemption was given pursuant to this Section 4.03. Failure by the Bond Trustee to give notice pursuant to this Section 4.03 to the applicable Credit Facility Provider (if any), the Liquidity Facility Provider (if any), the applicable Remarketing Agent, the Master Trustee or any one or more of the securities information services or depositories designated by the Corporation or the insufficiency of any OHS West:261051319.1 66 such notice shall not affect the sufficiency of the proceedings for redemption. Failure by the Bond Trustee to mail notice of redemption in accordance with this Section 4.03 to any one or more of the respective Holders of any Bonds designated for redemption shall not affect the sufficiency of the proceedings for redemption with respect to the Holders to whom such notice was mailed. Notice of redemption of Bonds shall be given by the Bond Trustee, at the expense of the Corporation, for and on behalf of the City. Notwithstanding any other provision of this Section 4.03, notice of redemption required by this Section 4.03 with respect to any Series of Bonds need be given only to any Credit Facility Provider or Remarketing Agent with respect to such Series. Section 4.04. Partial Redemption of Bonds. Upon surrender of any Bond redeemed in part only, the City shall execute (but need not prepare) and the Bond Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Corporation, a new Bond or Bonds of Minimum Authorized Denominations, and of the same Series and maturity, equal in aggregate principal amount to the unredeemed portion of the Bond surrendered. Section 4.05. Effect of Redemption. Notice of redemption having been duly given as aforesaid, and Available Moneys for payment of the Redemption Price of, together with interest accrued to the redemption date on, the Bonds (or portions thereof) so called for redemption being held by the Bond Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice together with interest accrued thereon to the redemption date, interest on the Bonds so called for redemption shall cease to accrue, said Bonds (or portions thereof) shall cease to be entitled to any benefit or security under this Bond Indenture and the Holders of said Bonds shall have no rights in respect thereof except to receive payment of said Redemption Price and accrued interest to the date fixed for redemption from funds held by the Bond Trustee for such payment. All Bonds redeemed pursuant to the provisions of this Article shall be canceled upon surrender thereof. Section 4.06. Optional Tender During Daily Interest Rate Period and Weekly Interest Rate Period. (A) During any Weekly Interest Rate Period for a Series of Bonds, any Eligible Bond of such Series shall be purchased from its Holder at the option of the Holder on any Business Day at the Tender Price payable in immediately available funds, upon delivery to the Tender Agent at its Principal Office for delivery of notices and to the Remarketing Agent of an irrevocable written notice which states the name and Series designation of the Bond, the principal amount and the date on which the same shall be purchased, which date shall be a Business Day not prior to the seventh day next succeeding the date of the delivery of such notice to the Tender Agent. Any notice delivered to the Tender Agent after 4:00 p.m., New York City time, shall be deemed to have been received on the next succeeding Business Day. For payment of such Tender Price on the date specified in such notice, such Bond must be delivered, at or prior to 10:00 a.m., New York City time, on the date specified in such notice, to the Tender OHS West:261051319.1 67 Agent at its Principal Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the Holder thereof or by the Holder's duly- authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. (B) During any Daily Interest Rate Period for a Series of Bonds, any Eligible Bond of such Series shall be purchased from its Holder at the option of the Holder on any Business Day at a Tender Price equal to the principal amount thereof plus accrued interest, if any, to the Tender Date payable in immediately available funds, upon delivery to the Tender Agent at its Corporate Trust Office for delivery of notices and to the Remarketing Agent of an irrevocable written notice which states the name and Series designation of the Bond, the principal amount and the Tender Date, which may be the same Business Day as the notice date so long as the notice is duly delivered no later than 11:00 a.m., New York City time. For payment of such Tender Price on the date specified in such notice, such Bond must be delivered, at or prior to 12:00 noon, New York City rime, on the date specified in such notice, to the Tender Agent at its Principal Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the Holder thereof or by the Holder's duly- authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of The New York Stock Exchange. Section 4.07. Mandatory Tender for Purchase On Day Next Succeeding the Last Day of Each Bond Interest Tenn. On the day next succeeding the last day of each Bond Interest Term for an Eligible Bond in a Short-Term Interest Rate Period, unless such day is the first day of a new Interest Rate Period for such Bond (in which event such Bond shall be subject to mandatory purchase pursuant to Section 4.08), such Bond shall be purchased from its Holder at the Tender Price payable in immediately available funds, if such Bond is delivered to the Tender Agent on or prior to 10:00 a.m., New York City time, on such day, or if delivered after 10:00 a.m., New York City time, on the next succeeding Business Day; provided, however, that in any event such Bond will not bear interest at the Bond Interest Term Rate after the last day of each Bond Interest Term. The Tender Price of any Bond so purchased shall be payable only upon surrender of such Bond to the Tender Agent at its Principal Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the Holder thereof or by the Holder's duly- authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. No notice of mandatory purchase following the end of a Short-Term Interest Rate Period shall be required to be given to the Bondholders. Section 4.08. Mandatory Tender for Purchase on First Day of Each Interest Rate Period. Eligible Bonds shall be subject to mandatory tender for purchase on the first day of each Interest Rate Period and the first day of each succeeding Long -Term Interest Rate Period, with respect to such Bonds, or, except Bonds in a Remarketing Window Interest Rate Period, on the day which would have been the first day of an Interest Rate Period for such Bonds had one of the events specified in Section 2.08(B) not occurred which resulted in the interest rate not being adjusted, at the Tender Price, payable in immediately available funds (which, while a Credit Facility is in effect with respect to such Bonds, shall be Available Moneys). The Tender Price of any Bond so purchased shall be payable only upon surrender of such Bond to the Tender Agent at its Principal Office, accompanied by an instrument of transfer thereof, in form satisfactory to OHS West:261051319.1 68 such Tender Agent, executed in blank by the Holder thereof or by the Holder's duly - authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange at or prior to 10:00 a.m., New York City time, on the date specified for such delivery in this paragraph or in the notice provided pursuant to Section 2.08. Section 4.09. Mandatory Tender for Purchase upon Termination, Replacement, Addition or Expiration of Liquidity Facility; Mandatory Liquidity Tender. If at any time (i) the Bonds will cease to be subject to purchase pursuant to the Liquidity Facility then in effect as a result of the termination, replacement or expiration of the term, as extended, of that Liquidity Facility, including but not limited to termination at the option of the Corporation in accordance with the terms of such Liquidity Facility, or (ii) the Bond Trustee receives notice of the occurrence of a Mandatory Liquidity Tender, then the Bonds shall be subject to mandatory tender for purchase at the Tender Price. If a Self- Liquidity Arrangement is replaced with an Alternate Liquidity Facility, then the Bonds shall be subject to mandatory tender for purchase at the Tender Price. Any purchase of Bonds pursuant to this Section 4.09 shall occur: (1) on the fifth Business Day preceding any such expiration or termination of such Liquidity Facility without replacement by an Alternate Liquidity Facility, a Self- Liquidity Arrangement or a Liquidity Facility or (2) on the fifth Business Day following receipt by the Bond Trustee of notice from the Liquidity Facility Provider of a Mandatory Liquidity Tender, but in no event later than the second Business Day preceding any expiration of the Liquidity Facility, and (3) on the proposed date of the replacement of a Liquidity Facility or a Self- Liquidity Arrangement, in any case where an Alternate Liquidity Facility is to be delivered to the Tender Agent pursuant to Section 5.8 of the Loan Agreement or a Self- Liquidity Arrangement is to become effective pursuant to Section 5.9 of the Loan Agreement. In the case of any replacement of an existing Liquidity Facility or Self- Liquidity Arrangement, the existing Liquidity Facility or Self- Liquidity Arrangement will be drawn upon to pay the Tender Price, if necessary, rather than the Alternate Liquidity Facility, and the then- existing Liquidity Facility or Self- Liquidity Arrangement shall not be surrendered or otherwise terminated by the Bond Trustee until after such drawing is honored. No such mandatory tender pursuant to this Section 4.09 will be effected upon the replacement of a Liquidity Facility in the case where the Liquidity Facility Provider is failing to honor conforming draws. The assignment of any Liquidity Facility which relieves the Liquidity Provider of its obligation to purchase Bonds shall be considered a replacement for the purposes of this Section 4.09. The Tender Price of any Bonds purchased pursuant to this Section 4.09 shall be payable only upon surrender of such Bond to the Tender Agent at its Principal Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the Holder thereof or by the Holder's duly authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange, at or prior to 10:00 a.m., New York City time, on the date specified for such delivery in a notice provided to the Holders by the Bond Trustee. Section 4.10. Optional and Mandatory Tender During Remarketing Window Interest Rate Period. During any Remarketing Window Interest Rate Period with respect to a Series of Bonds, a Bondholder may, at its option, tender a Bond of such Series for purchase by delivering an irrevocable written notice (a "Remarketing Window Optional Tender Notice ") to the Tender Agent at its Principal Office for delivery of Bonds, to the Bond Trustee at its Principal Office and to the Remarketing Agent on any Business Day. A Remarketing Window Optional Tender Notice shall state the principal amount of such Bond and the principal amount OHS West:261051319.1 69 thereof to be purchased. The giving of a Remarketing Window Optional Tender Notice by a Bondholder or Participant shall constitute the irrevocable tender for purchase of such Bond on the Tender Date for such Bond, if any, designated by the Remarketing Agent pursuant to the second paragraph of this Section 4.10(A) (a "Remarketing Window Optional Tender Date "), regardless of whether such Bond is delivered to the Tender Agent for purchase on such Tender Date. If the Remarketing Agent identifies a purchaser for such Bond during the period beginning on the Business Day such Remarketing Window Optional Tender Notice is received by the Remarketing Agent and ending on the 30th day (or, if the 30th day is not a Business Day, the next succeeding Business Day) after such Remarketing Window Optional Tender Notice is received by the Remarketing Agent (a "Remarketing Window "), the Remarketing Agent shall give notice by Electronic Means to the tendering Bondholder, the Tender Agent, the Bond Trustee and the Corporation that a purchaser has been identified. Such notice shall designate the Remarketing Window Optional Tender Date for such Bond, which shall be the last day of the Remarketing Window or, if earlier, any Business Day that is at least seven days after such notice is received by the tendering Bondholder. The Tender Agent shall purchase such Bond pursuant to Section 4.13 on the Remarketing Window Optional Tender Date at the Tender Price, but only with remarketing proceeds. If sufficient remarketing proceeds are not available for the purchase of such Bond on the Remarketing Window Optional Tender Date, then the Remarketing Agent's designation of a Tender Date for such Bond shall be deemed to be rescinded, such Bond shall not be tendered or deemed tendered or required to be purchased on such date and no Event of Default shall occur pursuant to Section 7.01(C). For payment of the Tender Price on the Remarketing Window Optional Tender Date, if the Remarketing Window Optional Tender Notice was given by a Bondholder, such Bond must be delivered at or prior to 10:00 a.m. on the Remarketing Window Optional Tender Date to the Tender Agent at its Principal Office for delivery of Bonds, accompanied by an instrument of transfer, in form satisfactory to the Tender Agent executed in blank by the Bondholder or its duly authorized attorney, with such signature guaranteed by a commercial bank, trust company, or member firm of the New York Stock Exchange. If for any reason a Bond for which a Remarketing Window Optional Tender Notice has been delivered is not purchased by the last day of the Remarketing Window, then (i) all Bonds of the applicable Series bearing interest at a Remarketing Window Interest Rate shall be subject to mandatory tender for purchase on the last day of the Mandatory Tender Window (or, if the last day is not a Business Day, the next succeeding Business Day) after such Remarketing Window Option Tender Notice is received by the Remarketing Agent (a "Remarketing Window Mandatory Tender Date ") at the Tender Price, payable in immediately available funds, and (ii) the Remarketing Agent shall give notice of such Remarketing Window Mandatory Tender Date to the Bond Trustee by Electronic Means no later than the second Business Day after the end of the Remarketing Window. For payment of the Tender Price on the Remarketing Window Mandatory Tender Date, Bonds must be delivered at or prior to 10:00 a.m. on the Remarketing Window Mandatory Tender Date. If delivered after that time, the Tender Price shall be paid on the next succeeding Business Day. The Tender Price shall be payable only OHS West:261051319.1 70 upon surrender of such Bonds to the Tender Agent at its Principal Office for delivery of Bonds, accompanied by an instrument of transfer, in form satisfactory to the Tender Agent, executed in blank by the Bondholder or its duly authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. The failure to pay the Tender Price of all tendered Bonds when due and payable on a Remarketing Window Mandatory Tender Date shall constitute an Event of Default pursuant to Section 7.01(C). Notwithstanding the foregoing provisions of this paragraph, the Bonds shall not be subject to mandatory tender for purchase on a Remarketing Window Mandatory Tender Date if they are otherwise subject to mandatory tender for purchase pursuant to this Article N after the last day of the Remarketing Window and before such Remarketing Window Mandatory Tender Date. Section 4.11. Mandatory Tender at Direction of the Corporation. During any Daily Interest Rate Period, Weekly Interest Rate Period or Remarketing Window Interest Rate Period with respect to a Series of Bonds, the Bonds of such Series are subject to mandatory tender for purchase on any Business Day on which such Bonds are subject to optional tender pursuant to Section 4.01, designated by the Corporation, with the consent of the Liquidity Facility Provider, if any, at the Tender Price, payable in immediately available funds. Such Tender Date shall be a Business Day not earlier than the 10th day following the second Business Day after receipt by the Bond Trustee of such designation. For payment of the Tender Price on the Tender Date, Bonds must be delivered at or prior to 10:00 a.m. on the Tender Date. If delivered after that time, the Tender Price shall be paid on the next succeeding Business Day. The Tender Price shall be payable only upon surrender of such Bonds to the Tender Agent at its Principal Office for delivery of Bonds, accompanied by an instrument of transfer, in form satisfactory to the Tender Agent, executed in blank by the Bondholder or its duly authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. Section 4.12. Notice of Mandatory Tender for Purchase. (A) In connection with any mandatory tender for purchase of Bonds in accordance with Section 4.08, the Tender Agent shall give the notice provided herein as a part of the notice given pursuant to Sections 2.04(C) and (F), 2.05(C), 2.06(C) and 2.07(C). Such notice shall state: (1) that the Tender Price of any Bond so subject to mandatory tender for purchase shall be payable only upon surrender of such Bond to the Tender Agent at its Principal Office, accompanied by an instrument of transfer thereof, in form satisfactory to the Tender Agent, executed in blank by the Holder thereof or by the Holder's duly- authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange; (2) that all Bonds so subject to mandatory tender for purchase shall be purchased on the mandatory purchase date which shall be explicitly stated; and (3) that if any Holder of a Bond so subject to mandatory tender for purchase shall not surrender such Bond to the Tender Agent for purchase on such mandatory purchase date, then such Bond shall be deemed to be an Undelivered Bond, and that no interest shall accrue thereon on and after such mandatory purchase date and that the Holder thereof shall have no rights under this Indenture other than to receive payment of the Tender Price thereof. (B) In connection with any mandatory tender for purchase of Bonds in accordance with Section 4.09, the Bond Trustee shall give notice by first -class mail to the OHS West:261051319.1 71 Holders of the Bonds on or before (1) the 10th day preceding the expiration or termination of the Credit Facility or Liquidity Facility in accordance with its terms or the proposed replacement of such Credit Facility or Liquidity Facility, respectively, and (2) the second Business Day after receipt of a notice of Mandatory Liquidity Tender. Such notice shall, to the extent applicable, (1) state the date of such expiration, termination or proposed replacement of such Credit Facility or Liquidity Facility or Mandatory Liquidity Tender, (2) state that the Bonds are subject to mandatory tender for purchase as a result of such expiration, termination or proposed replacement or Mandatory Liquidity Tender, (3) state the date on which such purchase will occur pursuant to Section 4.09 and set forth the Tender Price and the place of delivery for purchase of such Bonds, and (4) provide any other information necessary to effect a mandatory tender for purchase pursuant to Section 4.09. The Corporation shall provide the Bond Trustee with any information required to enable the Bond Trustee to give the foregoing notice. The Bond Trustee shall send a copy of the foregoing notice to the City, the Corporation, the Remarketing Agent, the Credit Facility Provider and the Liquidity Facility Provider. (C) In connection with any mandatory tender pursuant to Section 4.11, the Bond Trustee shall give notice by first class mail to the Holders of the Bonds not less than ten (10) days prior to the mandatory tender date. Section 4.13. General Provisions Relating to Tenders. (A) Creation of Bond Purchase Fund. (1) There shall be created and established hereunder with the Tender Agent a fund to be designated the "Bond Purchase Fund" to be held in trust only for the benefit of the Holders of tendered Bonds who shall thereafter be restricted exclusively to the moneys held in such fund for the satisfaction of any claim for the Tender Price of such tendered Bonds. Neither the Corporation nor the City shall have any right, title or interest in any of the funds held on deposit in the Remarketing Proceeds Account or the Liquidity Facility Account nor any remarketing proceeds held for any period of time by the Remarketing Agent. (2) There shall be created and designated the following accounts within the Bond Purchase Fund: the "Remarketing Proceeds Account," the "Liquidity Facility Account" and the "Corporation Purchase Account." Moneys paid to the Tender Agent for the purchase of tendered or deemed tendered Bonds received from (i) the Remarketing Agent shall be deposited in the Remarketing Proceeds Account in accordance with the provisions of Section 4.13(D)(1), (2) payments pursuant to a Liquidity Facility, if any, shall be deposited in the Liquidity Facility Account in accordance with the provisions of Section 4.13(D)(2), and (3) the Corporation or any other Member shall be deposited in the Corporation Purchase Account in accordance with the provisions of Section 4.13(D)(3). Moneys provided from payments made under the Liquidity Facility (if any) not required to be used in connection with the purchase of tendered Bonds shall be returned to the Liquidity Facility Provider in accordance with Section 4.13(D) and (E). Moneys provided by the Corporation or other Member not required to be used in connection with the purchase of tendered Bonds shall be returned to the Corporation in accordance with Sections 4.13(D) and (E). OHS West:261051319.1 72 (3) Moneys in the Liquidity Facility Account, the Corporation Purchase Account and the Remarketing Proceeds Account shall not be commingled with other funds held by the Tender Agent and shall remain uninvested. (B) Deposit of Bonds. The Tender Agent agrees to hold all Bonds delivered to it pursuant to Sections 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11 of this Bond Indenture in trust for the benefit of the respective Holders which shall have so delivered such Bonds until moneys representing the Tender Price of such Bonds have been delivered to such Holder in accordance with the provisions of this Bond Indenture and until such Bonds shall have been delivered by the Tender Agent in accordance with Section 4.13(F). (C) Remarketing of Bonds. (1) Immediately upon its receipt, but not later than 11:30 a.m., New York City time, on the same Business Day in the case of a Bond bearing interest at a Daily Interest Rate and by 12:00 noon, New York City time, the following Business Day in the case of a Bond bearing interest at a Weekly Interest Rate, from a Holder of a notice pursuant to Section 4.06 of this Bond Indenture, the Tender Agent shall notify the Remarketing Agent, the Liquidity Facility Provider (if any), and the Corporation by telephone, promptly confirmed in writing, or by Electronic Means, of such receipt, specifying the principal amount of Bonds for which it has received a notice pursuant to Section 4.06 of this Bond Indenture, the names of the Holders thereof and the date on which such Bonds are to be purchased in accordance with Section 4.06. The date on which Bonds are to be purchased pursuant to Sections 4.06, 4.07, 4.08, 4.09, 4.10 or 4.11 of this Bond Indenture is hereinafter referred to as the "Tender Date," and the Bonds to be purchased pursuant to such subsections are hereinafter collectively referred to as the "Tendered Bonds." (2) As soon as practicable, but in no event later than 12:00 p.m., New York City time, on the Tender Date in the case of Bonds of a Series to be purchased pursuant to Sections 4.06(A) and 4.07 and by no later than 4:00 p.m., New York City time, on the last Business Day prior to the Tender Date in the case of Bonds to be purchased pursuant to Sections 4.06(B), 4.08 , 4.09, 4.10 or 4.11, the Remarketing Agent shall inform the Tender Agent by telephone, promptly confirmed in writing, of the principal amount of Tendered Bonds for which the Remarketing Agent has identified prospective purchasers and of the name, address and taxpayer identification number of each such purchaser, the principal amount of Tendered Bonds to be purchased and the Minimum Authorized Denominations in which such Tendered Bonds are to be delivered. Upon receipt from the Remarketing Agent of such information, the Tender Agent shall prepare Tendered Bonds in accordance with such information received from the Remarketing Agent for the registration of transfer and redelivery to the Remarketing Agent. (3) By 12:30 p.m., New York City time, on the Tender Date in the case of Bonds to be purchased pursuant to Section 4.07, the Tender Agent shall notify the Liquidity Facility Provider (if any), and the Corporation by telephone, promptly OHS West:261051319.1 73 confirmed in writing, as to the aggregate Tender Price of the Tendered Bonds and as to the projected Funding Amount. The term "Funding Amount' is hereby defined to mean an amount equal to the difference between (1) the total Tender Price of those Tendered Bonds to be purchased pursuant to Sections 4.06, 4.07, 4.08, 4.09, 4.10 or 4.11 and (2) the Tender Price of those Tendered Bonds to be purchased pursuant to Sections 4.06, 4.07, 4.08, 4.09, 4.10 or 4.11 with respect to which the Remarketing Agent expects to transfer, or to cause to be transferred, immediately available funds to the Tender Agent by 12:00 noon, New York City time, on the Tender Date for deposit in the Remarketing Proceeds Account pursuant to Section 4.13(D). As used herein, the term "Tender Price" of any Tendered Bond means the principal amount thereof plus accrued interest to, but not including, the Tender Date; provided, however, that (1) if the Tender Date for any Tendered Bond is an Interest Payment Date, the Tender Price thereof shall be the principal amount thereof, and interest on such Bond shall be paid to the Holder of such Bond pursuant to this Bond Indenture and (2) in the case of a purchase on the first day of an Interest Rate Period which is preceded by a Long -Term Interest Rate Period and which commences prior to the day originally established as the last day of such preceding Long -Term Interest Rate Period, "Tender Price" of any Tendered Bonds means the optional redemption price set forth in Section 4.01(C) which would have been applicable to such Bond if the preceding Long -Term Interest Rate Period had continued to the day originally established as its last day, plus accrued interest, if any. (4) Any Tendered Bonds which are subject to mandatory tender for purchase in accordance with Sections 4.07, 4.08, 4.09, 4.10 or 4.11 which are not presented to the Tender Agent on the Tender Date and any Tendered Bonds which are the subject of a notice pursuant to Section 4.06 which are not presented to the Tender Agent on the Tender Date, shall, in accordance with the provisions of Section 4.14, be deemed to have been purchased upon the deposit of moneys equal to the Tender Price thereof into any or all of the accounts of the Bond Purchase Fund. (D) Deposits of Funds. (1) The Remarketing Agent shall transfer, or to cause to be transferred, to the Tender Agent the proceeds derived by the Remarketing Agent from remarketing of Bonds pursuant to Section 4.13(C) in immediately available funds by 12:00 noon (New York City time) on the Tender Date for deposit in the Remarketing Proceeds Account. The Tender Agent shall deposit into the Remarketing Proceeds Account any amounts received by it from the Remarketing Agent against receipt of Bonds by the Remarketing Agent pursuant to Section 4.13(F) and on account of Tendered Bonds remarketed pursuant to the terms of the Remarketing Agreement. (2) By 12:15 p.m., New York City time, on the Tender Date, the Tender Agent shall notify the Bond Trustee, the Liquidity Facility Provider (if any) for the Tendered Bonds and the Corporation by telephone, immediately confirmed in writing, of the amount of funds, if any, required to be transferred to the Tender Agent (the "Additional Funding Amount') which shall be the amount, if any, by which the total OHS West:261051319.1 74 Tender Price of the Tendered Bonds exceeds the sum of the amounts then on deposit in the Remarketing Proceeds Account, The Additional Funding Amount may be different from the Funding Amount to the extent that the Remarketing Agent deposits moneys associated with Bonds remarketed in the interim period. If a Liquidity Facility is in effect with respect to the Tendered Bonds, the Bond Trustee shall, at or before 12:30 p.m., New York City time, on the Tender Date, present drafts for payment or otherwise request amounts under the Liquidity Facility, in accordance with its terms, in an amount equal to the Additional Funding Amount (or if the Bond Trustee has not received notice of the Additional Funding Amount by 12:15 p.m., New York City time, in an amount equal to the full Funding Amount) so that payment is received under the Liquidity Facility at or before 2:30 p.m., New York City time. The Bond Trustee shall immediately transfer such amount to the Tender Agent for deposit in the Liquidity Facility Account. If more than one Liquidity Facility is then in effect, the Tender Agent shall establish a separate subaccount in the Liquidity Facility Account for each Liquidity Facility and apply the moneys in such subaccounts solely to pay the purchase price of Tendered Bonds subject to such Liquidity Facility. (3) The Corporation has agreed in Section 3.5 of the Loan Agreement and in Obligation No. 10 to pay to the Tender Agent in immediately available funds the Additional Funding Amount by 2:45 p.m., New York City time, if a Liquidity Facility is not in effect with respect to the Tendered Bonds or if such Liquidity Facility Provider has not paid the full Additional Funding Amount as required by clause (2) of this subsection at the times required therein. The Tender Agent shall deposit such amounts into the Corporation Purchase Account. (4) The Tender Agent shall hold all proceeds received from the Remarketing Agent, the Liquidity Facility Provider or the Corporation pursuant to this Section 4.13(D) in trust for the tendering Bondholders. In holding such proceeds and moneys, the Tender Agent will be acting on behalf of such Bondholders by facilitating purchase of the Bonds and not on behalf of the City, any Liquidity Facility Provider, or the Corporation and will not be subject to the control of any of them. Subject to the provisions of Section 4.13(E), following the discharge of the lien created by Section 5.01 of this Bond Indenture or after payment in full of the Bonds, the Tender Agent shall pay any moneys remaining in any account of the Bond Purchase Fund directly to the Persons for whom such money is held upon presentation of evidence reasonably satisfactory to the Bond Trustee that such Person is rightfully entitled to such money and the Tender Agent shall not pay such amounts to any other Person. (E) Disbursements; Payment of Tender Price. Moneys delivered to the Tender Agent on a Tender Date shall be applied at or before 3:00 p.m., New York City time, on such Tender Date to pay the Tender Price of Tendered Bonds in immediately available funds as follows in the indicated order of application and, to the extent not so applied on such date, shall be held in the separate and segregated accounts of the Bond Purchase Fund for the benefit of the Holders of the Tendered Bonds which were to have been purchased: FIRST: Moneys deposited in the Remarketing Proceeds Account. OHS West:261051319.1 75 SECOND: Moneys deposited in the Liquidity Facility Account. THIRD: Moneys deposited in the Corporation Purchase Account. Any moneys held by the Tender Agent in the Corporation Purchase Account remaining unclaimed by the Holders of the Tendered Bonds which were to have been purchased for two (2) years after the respective Tender Date for such Bonds shall be paid, upon the written request of the Corporation to the Corporation, against written receipt therefor. The Holders of Tendered Bonds who have not yet claimed money in respect of such Bonds shall thereafter be entitled to look only to the Tender Agent, to the extent it shall hold moneys on deposit in the Bond Purchase Fund or the Corporation to the extent moneys have been transferred in accordance with this Section. (F) Delivery of Tendered Bonds. (1) The Remarketing Agent shall give telephonic or telegraphic notice, promptly confirmed by a written notice, to the Tender Agent on each date on which Bonds shall have been purchased pursuant to Sections 4.06, 4.07, 4.08, 4.09, 4.10 or 4.11, specifying the principal amount of such Bonds, if any, sold by it pursuant to Section 4.15(A) along with a list of such purchasers showing the names and Authorized Minimum Denominations in which such Bonds shall be registered, and the addresses and social security or taxpayer identification numbers of such purchasers. By 1:30 p.m., New York City time, on the Tender Date, a principal amount of Bonds equal to the amount of Tendered Bonds purchased with moneys from the Remarketing Proceeds Account shall be made available by the Tender Agent to the Remarketing Agent against payment therefor in immediately available funds. The Tender Agent shall prepare each Bond to be so delivered in such names as directed by the Remarketing Agent pursuant to Section 4.13(C)(2). (2) A principal amount of Bonds equal to the amount of Tendered Bonds purchased from moneys on deposit in the Liquidity Facility Account shall be delivered on the day of purchase by the Tender Agent to or as directed by the Liquidity Facility Provider. The Tender Agent shall register such Bonds in the name of the Liquidity Facility Provider or as otherwise provided in the Liquidity Facility. (3) A principal amount of Bonds equal to the amount of Tendered Bonds purchased from moneys on deposit in the Corporation Purchase Account shall be delivered on the day of such purchase by the Tender Agent to or as directed by the Corporation. The Tender Agent shall register such Bonds in the name of the Corporation or as otherwise directed by the Corporation. The Corporation may surrender such Bonds to the Bond Trustee for cancellation as provided in Section 3.3(d) of the Loan Agreement. Section 4.14. Irrevocable Notice Deemed to be Tender of Bond; Undelivered Bonds. (A) The giving of notice by a Holder of a Bond as provided in Section 4.06 shall constitute the irrevocable tender for purchase of each such Bond with respect to which OHS West:261051319.1 76 such notice shall have been given, regardless of whether such Bond is delivered to the Tender Agent for purchase on the relevant Tender Date as provided in this Article IV. (B) The Tender Agent may refuse to accept delivery of any such Bonds for which a proper instrument of transfer has not been provided; such refusal, however, shall not affect the validity of the purchase of such Bond as herein described. For purposes of this Article IV, the Tender Agent for the Bonds shall determine timely and proper delivery of such Bonds and the proper endorsement of such Bonds. Such determination shall be binding on the Holders of such Bonds, the Corporation and the Remarketing Agent, absent manifest error. If any Holder of a Bond who shall have given notice of tender of purchase pursuant to Section 4.06 or any Holder of a Bond subject to mandatory tender for purchase pursuant to Sections 4.07, 4.08, 4.09, 4.10 or 4.11 shall fail to deliver such Bond to the Tender Agent at the place and on the applicable date and at the time specified, or shall fail to deliver such Bond properly endorsed, such Bond shall constitute an Undelivered Bond. If funds in the amount of the Tender Price of the Undelivered Bond are available for payment to the Holder thereof on the date and at the time specified, from and after the date and time of that required delivery, (1) the Undelivered Bond shall be deemed to be purchased and shall no longer be deemed to be Outstanding under this Bond Indenture; (2) interest shall no longer accrue thereon; and (3) funds in the amount of the Tender Price of the Undelivered Bond shall be held by the Tender Agent for such Bond for the benefit of the Holder thereof, to be paid on delivery (and proper endorsement) of the Undelivered Bond to the Tender Agent at its Principal Office. Any funds held by the Tender Agent as described in clause (3) of the preceding sentence shall be held uninvested. Section 4.15. Remarketing of Bonds; Notice of Interest Rates. (A) Upon a mandatory tender or notice of the tender for purchase of Bonds, the Remarketing Agent, subject to the terms of the Remarketing Agreement, shall offer for sale and use its best efforts to sell such Bonds, any such sale to be made on the date of such purchase in accordance with this Article IV at a price equal to the principal amount thereof plus accrued interest, if any, thereon to the purchase date. The Remarketing Agent agrees that, if a Liquidity Facility is in effect with respect to a Series of Bonds, it shall not sell any Bonds of such Series purchased pursuant to this Article IV to the City or to the Corporation, or any other Member, or to any Person who controls, is controlled by, or is under common control with the Corporation or any other Member or a Person who is otherwise a guarantor of the Loan Repayments. (B) The Remarketing Agent shall offer for sale and use its best efforts to sell Liquidity Facility Bonds at a price equal to the principal amount thereof plus accrued interest to the date of purchase (based on the rate per annum which would have been applicable to such Bonds if they were not Liquidity Facility Bonds). Liquidity Facility Bonds shall not be delivered upon remarketing unless the Tender Agent shall have received a written confirmation from the Liquidity Facility Provider that the Liquidity Facility is reinstated in accordance with its terms to the full amount of the then Required Stated Amount represented by the Liquidity Facility Bonds so remarketed. (C) The Remarketing Agent shall determine the rate of interest to be borne by the Bonds during each Interest Rate Period (other than during a Remarketing Window OHS West:261051319.1 77 Interest Rate Period) for such Bonds and by each Bond during each Bond Interest Term for such Bond and the Bond Interest Terms for each Bond during each Short-Tenn Interest Rate Period as provided in Article II hereof and shall furnish to the Credit Facility Provider (if any), the Tender Agent and to the Corporation upon request, in a timely fashion each rate of interest and Bond Interest Tenn so determined by telephone or Electronic Means, promptly confirmed in writing. (D) Anything in this Bond Indenture to the contrary notwithstanding, if there shall have occurred and is continuing an Event of Default, there shall be no remarketing of Bonds tendered or deemed tendered for purchase. Section 4.16. The Remarketing Agent. The Remarketing Agent shall be authorized by law to perform all the duties imposed upon it pursuant to the Remarketing Agreement. The Remarketing Agent or any successor shall signify its acceptance of the duties and obligations imposed upon it pursuant to the Remarketing Agreement by an agreement under which the Remarketing Agent will agree to: (A) determine the interest rates applicable to the Bonds (other than Bonds in a Remarketing Window Interest Rate Period) and give notice to the Tender Agent of such rates and periods in accordance with Article II hereof; (B) keep such books and records as shall be consistent with prudent industry practice; and (C) use its best efforts to remarket Bonds in accordance with the Remarketing Agreement. The Remarketing Agent shall hold all amounts received by it in accordance with any remarketing of Bonds pursuant to Section 4.15 in trust only for the benefit of the Holders of tendered Bonds and shall not commingle such amounts with any other moneys. Section 4.17. Qualifications of Remarketing Agent; Resignation; Removal. (A) Each Remarketing Agent shall be a Member of the National Association of Securities Dealers, having a combined capital stock, surplus and undivided profits of at least $50,000,000 and authorized by law to perform all the duties imposed upon it by this Bond Indenture. Any successor Remarketing Agent shall have senior unsecured long -term debt which shall be rated, so long as the Bonds with respect to which it is serving as Remarketing Agent shall be rated by Moody's, at least Baa3 /P -3 or otherwise qualified by Moody's. (B) A Remarketing Agent may at any time resign and be discharged of the duties and obligations created by the Remarketing Agreement by giving at least thirty (30) days' written notice of such resignation to the Tender Agent, the City, the Bond Trustee, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any) and the Corporation. A Remarketing Agent may be removed at the direction of the Corporation or at any time on thirty (30) days prior written notice, by an instrument signed by the Corporation filed with such Remarketing Agent, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any), the Bond Trustee and the Tender Agent. Upon giving any such notice of removal or upon receiving any such notice of resignation, the Corporation shall promptly appoint a successor OHS West:261051319.1 78 Remarketing Agent by an instrument in writing and shall give notice of such removal or resignation and the appointment of a successor to the City, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any), the Bond Trustee, the Tender Agent and the Corporation. No resignation or removal of the Remarketing Agent shall be effective until a successor shall have been appointed and shall have accepted its duties; provided, however, that the Corporation shall be obligated to use its best efforts to timely appoint a successor Remarketing Agent, and provided further that, in the event that the Corporation shall fail to appoint a successor Remarketing Agent within ninety (90) days following receipt of notice of resignation from the Remarketing Agent pursuant to this Section 4.15, such resignation shall take effect on the ninety- first (91 st) day following receipt by the Corporation of such notice of resignation. Section 4.18. Successor Remarketing Agents. (A) Any corporation, association, partnership or firm which succeeds to the business of the Remarketing Agent as a whole or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall thereby become vested with all the property, rights and powers of such Remarketing Agent hereunder. (B) In the event that the Remarketing Agent has given notice of resignation or has been notified of its impending removal in accordance with Section 4.17(B), the Corporation shall appoint a successor Remarketing Agent. (C) hi the event that the property or affairs of the Remarketing Agent shall be taken under control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Corporation shall not have appointed its successor, the City shall appoint a successor and, if no appointment is made within thirty (30) days, the Tender Agent shall apply to a court of competent jurisdiction for such appointment. Section 4.19. The Tender Agent. (A) Any Tender Agent and each successor Tender Agent shall be appointed in accordance with this Bond Indenture and shall designate its Principal Office and signify its acceptance of the duties and obligations imposed upon it as described herein by a written instrument of acceptance delivered to the City, the Bond Trustee, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any), and the Corporation under which each Tender Agent will agree, particularly: (1) to hold all Bonds delivered to it for purchase hereunder in trust for the exclusive benefit of the respective Holders that shall have so delivered such Bonds until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such Holders; (2) to hold all moneys delivered to it hereunder for the purchase of Bonds in trust for the exclusive benefit of the Person that shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to it for the account of such Person and, thereafter, for the benefit of the Holders tendering such Bonds; and OHS West:261051319.1 79 (3) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the City, the Bond Trustee, the Remarketing Agent, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any) and the Corporation. Section 4.20. Qualifications of Tender Agent; Resignation; Removal. Any successor Tender Agent shall be a commercial bank or trust company duly organized under the laws of the United States of America or any state or territory thereof having a combined capital stock, surplus and undivided profits of at least $50,000,000 and authorized by law to perform all the duties imposed upon it by this Bond Indenture. Subject to the next succeeding paragraph, any Tender Agent may resign at any time, and be discharged of the duties and obligations created by this Bond Indenture by giving at least sixty (60) days' notice to the City, the Liquidity Facility Provider (if any), the Corporation, the Credit Facility Provider (if any) and the Bond Trustee. Subject to the next succeeding paragraph, any Tender Agent may be removed at any time by an instrument signed by the Corporation and filed with the Bond Trustee, the Credit Facility Provider (if any), the Remarketing Agent, the Liquidity Facility Provider (if any) and the City. If a Liquidity Facility Provider appoints an agent (the "Custody Agent ") pursuant to a custody agreement or similar agreement to take possession of and hold any Liquidity Facility Bonds on behalf of such Liquidity Facility Provider such Custody Agent shall be the Tender Agent. Upon the resignation or removal of the Tender Agent, the Tender Agent shall pay over, assign and deliver any moneys and/or Bonds held by it in such capacity to its successor and shall transfer any documentation relating to the Liquidity Facility in its custody, if any, to its successor. In the event of the resignation of a Tender Agent who is also serving in the capacity of Bond Trustee, the Bond Trustee shall also tender its resignation in accordance with the provisions of this Bond Indenture. No such resignation or removal shall be effective until a successor has been appointed and accepted such duties. Section 4.21. Successor Tender Agents. (A) Any corporation, association, partnership or firm which succeeds to the business of the Tender Agent as a whole or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall thereby become vested with all the property, rights and powers of such Tender Agent hereunder. (B) In the event that the Tender Agent has given notice of resignation or has been notified of its impending removal in accordance with Section 4.20, the Corporation shall appoint a successor Tender Agent. The Bond Trustee shall provide notice of any successor Tender Agent to S &P and Moody's. (C) In the event that the Tender Agent shall resign, be removed or be dissolved, or if the property or affairs of the Tender Agent shall be taken under control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Corporation shall not have appointed its successor, the City shall appoint a successor and, if no appointment is made within thirty (30) days, the Tender Agent shall apply to a court of competent jurisdiction for such appointment. OHS West:261051319.1 80 Section 4.22. Inadequate Funds for Tenders. If sufficient funds are not available for the purchase of all Bonds of any Series tendered or deemed tendered and required to be purchased on any Tender Date, the failure to pay the Tender Price of all tendered Bonds of such Series when due and payable shall constitute an Event of Default pursuant to Section 7.01(C) and all tendered Bonds of such Series shall be returned by the Tender Agent to their respective Holders and all Bonds of such Series shall bear interest at the Maximum Interest Rate from the date of such failed purchase until all such Bonds of such Series are purchased as required in accordance with this Bond Indenture. Any moneys deposited with the Remarketing Agent or transferred to the Tender Agent with respect to such failed remarketing shall be returned to the party depositing those moneys. Thereafter, the Bond Trustee shall continue to take all such action available to it to obtain remarketing proceeds from the Remarketing Agent and sufficient other funds from the Liquidity Facility Provider, the Credit Facility Provider or the Corporation to effect a subsequent successful remarketing of any tendered Bonds. Section 4.23. Purchase in Lieu of Optional Redemption. Each Holder or Beneficial Owner, by purchase and acceptance of any Bond, irrevocably grants to the Corporation the option to purchase such Bond at any time such Bond is subject to optional redemption as described in Section 4.01(A), (B), (C), or (D), as applicable, of this Bond Indenture. Such Bond is to be purchased at a purchase price equal to the then applicable Redemption Price of such Bond, plus accrued interest. The Corporation may only exercise such option, after the Corporation shall have delivered a Favorable Opinion of Bond Counsel to the Bond Trustee, and shall have directed the Bond Trustee to provide notice of mandatory purchase, such notice to be provided, as and to the extent applicable, in accordance with Section 4.03 of this Bond Indenture. Bonds to be so purchased shall be selected by the Bond Trustee in the same manner as Bonds called for redemption pursuant to this Bond Indenture. On the date fixed for purchase of any Bond in lieu of redemption as described in this Section, the Corporation shall pay the purchase price of such Bond to the Bond Trustee in immediately available funds (which shall be Available Moneys at any time at which there is a Credit Facility in effect with respect to such Bonds), and the Bond Trustee shall pay the same to the Holders of the Bonds being purchased against delivery thereof. No purchase of any Bond in lieu of redemption as described in this Section shall operate to extinguish the indebtedness of the City evidenced by such Bond. No Holder or Beneficial Owner may elect to retain a Bond subject to mandatory purchase in lieu of redemption. ARTICLE V REVENUES Section 5.01. Pledge and Assignment; Revenue Fund. (A) Subject only to the provisions of this Bond Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, there are hereby pledged to secure the payment of the principal of and premium, if any, and interest on the Bonds in accordance with their terms and the provisions of this Bond Indenture, all of the Revenues and any other amounts held in any fund or account established pursuant to this Bond Indenture (other than the Bond Purchase Fund and the Rebate Fund). Said pledge shall constitute a lien on and security interest in such assets and shall attach, be perfected and be valid OHS West:261051319.1 81 and binding from and after delivery by the Bond Trustee of the Bonds, without any physical delivery thereof or further act. (B) The City hereby transfers in trust, grants a security interest in and assigns to the Bond Trustee, for the benefit of the Holders from time to time of the Bonds, all of the Revenues and other assets pledged in subsection (A) of this Section and all of the right, title and interest of the City in the Loan Agreement (except for (i) the right to receive any Administrative Fees and Expenses to the extent payable to the City, (ii) any rights of the City to indemnification, (iii) the obligation of the Corporation to make deposits pursuant to the Tax Agreement) and (iv) as otherwise expressly set forth in the Loan Agreement) and Obligation No. 10. The Bond Trustee shall be entitled to and shall collect and receive all of the Revenues, and any Revenues collected or received by the City shall be deemed to be held, and to have been collected or received, by the City as the agent of the Bond Trustee and shall forthwith be paid by the City to the Bond Trustee. The Bond Trustee also shall be entitled to and shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce all of the rights of the City and all of the obligations of the Corporation under the Loan Agreement and of the Members under Obligation No. 10. (C) All Revenues shall be promptly deposited by the Bond Trustee upon receipt thereof in a special fund designated as the "Revenue Fund" which the Bond Trustee is hereby directed to establish, maintain and hold in trust, except as otherwise provided in Sections 5.06 and 5.07 and except that (i) all moneys received by the Bond Trustee and required by the Loan Agreement, or Obligation No. 10 to be deposited in the Bond Purchase Fund or the Redemption Fund, shall be promptly deposited in the Bond Purchase Fund and Redemption Fund, respectively and (ii) all moneys received by the Bond Trustee from a Credit Facility shall be promptly deposited in the Credit Facility Fund. All Revenues deposited with the Bond Trustee shall be held, disbursed, allocated and applied by the Bond Trustee only as provided in this Bond Indenture. Section 5.02. Allocation of Revenues. On or before the dates specified below, the Bond Trustee shall transfer from the Revenue Fund and deposit into the following respective accounts (each of which the Bond Trustee is hereby directed to establish and maintain within the Revenue Fund) and the Rebate Fund the following amounts, in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority: First: on or before each Interest Payment Date, to the Interest Account, the amount of interest becoming due and payable on such Interest Payment Date on all Bonds then Outstanding, until the balance in said account is equal to said amount of interest; Second: to the Principal Account, on or before each Sinking Fund Installment Date, the amount of the Sinking Fund Installment becoming due and payable on such date, until the balance in said account is equal to said amount of such Sinking Fund Installment; and OHS West:261051319.1 82 Third: to the Rebate Fund, such amounts as are required to be deposited therein by this Bond Indenture (including the Tax Agreement). Any moneys remaining in the Revenue Fund after the foregoing transfers shall be transferred to the Corporation as an overpayment of Loan Repayments. Section 5.03. Application of Interest Account. All amounts in the Interest Account shall be used and withdrawn by the Bond Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity from funds on deposit in the Principal Account or the Redemption Fund pursuant to this Bond Indenture) or to reimburse the applicable Credit Facility Provider for drawings made under any Credit Facility for such purpose. Section 5.04. Application of Principal Account. (A) All amounts in the Principal Account shall be used and withdrawn by the Bond Trustee solely for the purpose of purchasing or redeeming or paying Sinking Fund Installments or pay at maturity the Bonds as provided herein or to reimburse the applicable Credit Facility Provider for drawings made under any Credit Facility for such purposes. (B) On each Sinking Fund Installment Date established pursuant to this Section 5.04, the Bond Trustee shall apply the Sinking Fund Installment required on that date to the redemption (or payment at maturity, as the case may be) of the related Series of Bonds, upon the notice and in the manner provided in Article IV; provided that, at any time prior to giving such notice of such redemption, the Bond Trustee may apply moneys in the Principal Account to the purchase of Bonds at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as directed in writing by the Corporation, except that the purchase price (excluding accrued interest) shall not exceed the par amount of the Bonds so purchased. If, during the twelve -montb period immediately preceding a Sinking Fund Installment payment date, the Bond Trustee has purchased Bonds with moneys in the Principal Account, or, during said period and prior to giving said notice of redemption, the Corporation has deposited Bonds with the Bond Trustee (together with a Request of the Corporation, to apply such Bonds to the Sinking Fund Installment due on said date), or Bonds were at any time purchased or redeemed by the Bond Trustee from the Redemption Fund and allocable to said Sinking Fund Installment, such Bonds shall be applied, to the extent of the full principal amount thereof, to reduce said Sinking Fund Installment. All Bonds purchased or deposited pursuant to this subsection, if any, shall be canceled by the Bond Trustee. Bonds purchased from the Principal Account, purchased or redeemed from the Redemption Fund, or deposited by the Corporation with the Bond Trustee shall be allocated as a credit against such fixture Sinking Fund Installments as the Corporation may specify in writing. (C) Subject to the terms and conditions set forth in this Section, Section 5.05 and in Section 4.01(E), the Series 2011A Bonds shall be redeemed (or paid at maturity, as the case may be) by application of Sinking Fund Installments in the following amounts and on the following Sinking Fund Installment Dates: OHS West:261051319.1 83 Redemption Date (December 1) i Final Maturity Sinking Fund Redemption Date Sinking Fund Installment (December 1) Installment (D) Subject to the terms and conditions set forth in this Section, Section 5.05 and in Section 4.01(E), the Series 2011B Bonds shall be redeemed (or paid at maturity, as the case may be) by application of Sinking Fund Installments in the following amounts and on the following Sinking Fund Installment Dates: Redemption Date (December 1) Final Maturity Sinking Fund Redemption Date Sinking Fund Installment (December 1) Installment (E) Subject to the terms and conditions set forth in this Section, Section 5.05 and in Section 4.01(E), the Series 2011C Bonds shall be redeemed (or paid at maturity, as the case may be) by application of Sinking Fund Installments in the following amounts and on the following Sinking Fund Installment Dates: Redemption Date Sinking Fund Redemption Date Sinking Fund (December 1) Installment (December 1) Installment OHS West:261051319.1 84 Redemption Date Sinking Fund Redemption Date Sinking Fund (December 1) Installment (December 1) Installment t Final Maturity Section 5.05. Application of Redemption Fund. The Bond Trustee shall establish, maintain and hold in trust a fund separate from any other fund established and maintained hereunder designated as the "Redemption Fund" and within the Redemption Fund a separate Optional Redemption Account and a separate Special Redemption Account. All amounts deposited in the Optional Redemption Account and in the Special Redemption Account shall be used and withdrawn by the Bond Trustee solely for the purpose of redeeming Bonds, in the manner and upon the terms and conditions specified in Article IV, at the next succeeding date of redemption for which notice has not been given and at the Redemption Prices then applicable to redemptions from the Optional Redemption Account and the Special Redemption Account, respectively or to reimburse the applicable Credit Facility Provider for drawings made under any Credit Facility for such purpose; provided that, at any time prior to giving such notice of redemption, the Bond Trustee shall, upon direction of the Corporation, apply such amounts to the purchase of Bonds at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the Corporation may direct, except that the purchase price (exclusive of accrued interest) may not exceed the Redemption Price then applicable to such Bonds; and provided further that, in the case of the Optional Redemption Account, in lieu of redemption at such next succeeding date of redemption, or in combination therewith, amounts in such account that constitute Available Moneys may be transferred to the Revenue Fund and credited against Loan Repayments in order of their due date as set forth in a Request of the Corporation. All Bonds purchased or redeemed from the Redemption Fund shall be allocated to applicable Sinking Fund Installments (in accordance with the Tax Agreement) designated in a Certificate of the Corporation delivered to the Bond Trustee, provided, however, if the Corporation fails to deliver such a Certificate, in inverse order of maturity. Section 5.06. Rebate Fund. (A) The Bond Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the Rebate Fund. Within the Rebate Fund, the Bond Trustee shall maintain such accounts as shall be necessary to comply with instructions of the Corporation given pursuant to the terns and conditions of the Tax Agreement. Subject to the transfer provisions provided in subsection (E) below, all money at any time deposited in the Rebate Fund shall be held by the Bond Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Agreement), for payment to the federal government of the United States of America. Neither the City, the Corporation nor the Holder of any Bonds shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section, by Section 6.06 and by the Tax Agreement (which is incorporated herein by reference). The Bond Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Corporation including supplying all necessary information in the manner provided in the Tax OHS West:261051319.1 85 Agreement, and shall have no liability or responsibility to enforce compliance by the Corporation or the City with the terms of the Tax Agreement. The City shall be deemed conclusively to have complied with the provisions of this Section if it takes such actions as may reasonably be requested by the Corporation pursuant to the Tax Agreement. (B) Upon the Corporation's written direction, an amount shall be deposited to the Rebate Fund by the Bond Trustee from deposits by the Corporation or from available investment earnings on amounts held in the Revenue Fund, if and to the extent required, so that the balance in the Rebate Fund shall equal the Rebate Requirement. Computations of the Rebate Requirement shall be furnished to the Bond Trustee by or on behalf of the Corporation in accordance with the Tax Agreement. (C) The Bond Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under this Bond Indenture or from other moneys provided to it by the Corporation. (D) At the written direction of the Corporation, the Bond Trustee shall invest all amounts held in the Rebate Fund in Investment Securities, subject to the restrictions set forth in the Tax Agreement. Neither the City nor the Bond Trustee shall be liable for any consequences arising from such investment. Money shall not be transferred from the Rebate Fund except as provided in subsection (E) below. (E) Upon receipt of the Corporation's written directions, the Bond Trustee shall remit part or all of the balances in the Rebate Fund to the United States of America, as so directed. In addition, if the Corporation so directs in writing and certifies that such action is in accordance with the Tax Agreement, the Bond Trustee will deposit money into or transfer money out of the Rebate Fund from or into such accounts or funds as directed by the Corporation's written directions. Any funds remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any Rebate Requirement, or provision made therefor satisfactory to the Bond Trustee, shall be withdrawn and remitted to the Corporation. (F) Notwithstanding any other provision of this Bond Indenture, including in particular Article X, the obligation to remit the Rebate Requirement to the United States of America and to comply with all other requirements of this Section, Section 6.06 and the Tax Agreement shall survive the defeasance or payment in full of the Bonds. Section 5.07. Investment of Moneys in Funds and Accounts. All moneys in any of the funds and accounts established pursuant to this Bond Indenture (other than the Bond Purchase Fund and the Credit Facility Fund) shall be invested by the Bond Trustee, upon the written direction of the Corporation, solely in Investment Securities. Investment Securities shall be purchased at such prices and on such terms as the Corporation may direct. The directions of the Corporation shall be subject to the limitations set forth in Section 6.06. All Investment Securities shall be acquired subject to the limitations as to maturities hereinafter in this Section set forth and such additional limitations or requirements consistent with the foregoing as may be established by Request of the Corporation. No Request of the Corporation shall impose any duty OHS West:261051319.1 86 on the Bond Trustee inconsistent with its fiduciary responsibilities. In the absence of directions from the Corporation, the Bond Trustee shall invest in Investment Securities specified in subsection (f) of the definition thereof in Section 1.01. Moneys in the Bond Purchase Fund and the Credit Facility Fund shall remain uninvested. Moneys in all other funds and accounts shall be invested in Investment Securities maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Bond Indenture. Investment Securities purchased under a repurchase agreement or investment contract may be deemed to mature on the date or dates on which the Bond Trustee may deliver such Investment Securities for repurchase under such agreement. All interest, profits and other income received from the investment of moneys in any fund or account established pursuant to this Bond Indenture shall be deposited when received in the fund or account from which the moneys were invested. Notwithstanding anything to the contrary contained in this paragraph, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund or account for the credit of which such Investment Security was acquired. Investment Securities acquired as an investment of moneys in any fund or account established under this Bond Indenture shall be credited to such fund or account. For the purpose of determining the amount in any such fund or account all Investment Securities credited to such fund or account shall be valued at the lower of cost (exclusive of accrued interest after the first payment of interest following acquisition) or par value (plus, prior to the first payment of interest following acquisition, the amount of interest paid as part of the purchase price). The Bond Trustee may commingle any of the amounts on deposit in the funds or accounts established pursuant to this Bond Indenture (other than the Bond Purchase Fund, the Credit Facility Fund or the Rebate Fund) into a separate fund or funds for investment purposes only, provided that all funds or accounts held by the Bond Trustee hereunder shall be accounted for separately as required by this Bond Indenture. The Bond Trustee may act as principal or agent in the making or disposing of any investment. The Bond Trustee may sell at the best price reasonably obtainable, or present for redemption, any Investment Securities so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Investment Security is credited, and, subject to the provisions of Section 8.03 with respect to the Bond Trustee, neither the City nor the Bond Trustee shall be liable or responsible for any loss resulting from any investment made in accordance with the provisions of this Section 5.07. The City (and the Corporation by its execution of the Loan Agreement) acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City or the Corporation the right to receive brokerage confirmations of security transactions as they occur, the City and the Corporation will not receive such confirmations to the extent permitted by law. The Bond Trustee will furnish the City and the Corporation periodic cash transaction statements as provided herein which include detail for all investment transactions made by the Bond Trustee hereunder. OHS West:261051319.1 87 Section 5.08. Credit Facility; Credit Facility Fund. (A) The Bond Trustee shall hold and maintain each Credit Facility (if any) for any Series of Bonds for the benefit of the Holders of Bonds of such Series until such Credit Facility expires in accordance with its terns. Subject to the provisions of this Bond Indenture, the Bond Trustee shall enforce all terms, covenants and conditions of each Credit Facility for the Series of Bonds then secured by such Credit Facility, including payment when due of any draws on such Credit Facility, and the provisions relating to the payment of draws on, and reinstatement of amounts that may be drawn under, such Credit Facility, and will not consent to, agree to or permit any amendment or modification of such Credit Facility which would materially adversely affect the rights or security of the Holders of Bonds of such Series then so secured. If a Credit Facility secures more than one Series of Bonds at any time, the Trustee shall account for proceeds drawn thereunder separately for each Series. The Trustee shall only use proceeds of a Credit Facility to make payments with respect to a Series then secured thereunder. If at any time during the term of a Credit Facility any successor Bond Trustee shall be appointed and qualified under this Bond Indenture, the resigning or removed Bond Trustee shall request that the Credit Facility Provider transfer such Credit Facility to the successor Bond Trustee. If the resigning or removed Bond Trustee fails to make this request, the successor Bond Trustee shall do so and shall delay accepting appointment hereunder until the Credit Facility Provider assents to such request. When a Credit Facility expires in accordance with its terms or is replaced by an Alternate Credit Facility, the Bond Trustee shall immediately surrender such Credit Facility to the Credit Facility Provider, provided, however, that the Bond Trustee shall not surrender such Credit Facility until all draws upon such Credit Facility in accordance with its terms and as required hereby shall have been funded. All provisions herein relating to the rights of any Credit Facility Provider shall be of no force and effect if there is no Credit Facility or Alternate Credit Facility in effect with respect to a Series of Bonds. Any reference in this Indenture to the Credit Facility or Liquidity Facility shall mean the particular Credit Facility and/or Liquidity Facility in effect with respect to each Series of Bonds and the rights and duties of any Credit Facility Provider or Liquidity Facility Provider shall mean only such entities with respect to any Series of Bonds then in effect. OHS West:261051319.1 88 (B) Notwithstanding any other provision of this Indenture, unless a Credit Facility Provider Failure has occurred and is continuing, the principal and Redemption Price of and interest on the Bonds of a Series shall be paid solely with Available Moneys. While a Credit Facility is in effect with respect to any Bonds, the Bond Trustee shall, on the Business Day preceding each Interest Payment Date and Sinking Fund Installment Date (or other date upon which principal of such Bonds is due), draw on the Credit Facility in accordance with the terms thereof so as to receive thereunder by 2:00 p.m. New York City time on said Interest Payment Date and Sinking Fund Installment Date (or other date upon which principal of such bonds is due), an amount, in immediately available funds, equal to the amount of interest and principal payable on such Bonds on such Interest Payment Date and Sinking Fund Installment Date (or other date upon which principal of such Bonds is due). If the Credit Facility Provider fails to fund such a draw the Bond Trustee shall promptly notify the Corporation and shall pay when due such amount of interest and principal payable on such Bonds on such Interest Payment Date and Sinking Fund Installment Date (or other date upon which principal of such Bonds is due) in accordance with the terms of this Bond Indenture. The proceeds of such draws shall be deposited in the Credit Facility Fund pursuant to Section 5.08(C) hereof and shall be applied to pay principal of and interest on the Bonds prior to the application of any other funds held by the Bond Trustee therefor. Notwithstanding the foregoing, if the Credit Facility Provider and the Liquidity Facility Provider are the same entity, the Bond Trustee shall not draw on the Credit Facility with respect to any payments due or made in connection with Liquidity Facility Bonds. In no event shall the Bond Trustee draw on the Credit Facility with respect to any payments made in connection with Bonds not covered by the Credit Facility or Bonds owned by the Corporation or any Member. (C) The Bond Trustee shall establish, maintain and hold in trust a special fund designated as the "Credit Facility Fund." The Bond Trustee shall deposit in the Credit Facility Fund all moneys derived from a drawing under a Credit Facility for the purpose of paying the principal of and interest on Bonds subject to such Credit Facility when due. Moneys held in the Credit Facility Fund shall be held separate and apart from all other funds and accounts and shall not be commingled with any other moneys. Moneys in the Credit Facility Fund shall be withdrawn by the Bond Trustee from the Credit Facility Fund and applied to the payment of the principal of and interest on Bonds subject to such Credit Facility on each Sinking Fund Installment Date for such Bonds (or other date upon which principal of such Bonds is due) and Interest Payment Date for such Bonds, provided that such moneys shall not be used to pay the principal of or interest on Bonds not covered by the Credit Facility or Bonds owned by any Member. The Credit Facility Fund shall be an Eligible Account. ARTICLE VI PARTICULAR COVENANTS Section 6.01. Punctual Payment. The City shall punctually cause to be paid the principal or Redemption Price and interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Bond Indenture, according to the true intent and meaning thereof, but only out of Revenues and other assets pledged for such payment as provided in this Bond Indenture. OHS West:261051319.1 89 Section 6.02. Extension of Payment of Bonds. Except as set forth in Section 9.0 1, the City shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase or funding of such Bonds or claims for interest or by any other arrangement and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Bond Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the City to issue obligations for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.03. Against Encumbrances. The City shall not create any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Bond Indenture while any of the Bonds are Outstanding, except the pledges and assignments created by this Bond Indenture, and will assist the Bond Trustee in contesting any such pledge, lien, charge or other encumbrance which may be created. Subject to this limitation, the City expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Law, and reserves the right to issue other obligations for such purposes. Section 6.04. Power to Issue Bonds and Make Pledge and Assignment . The City is duly authorized pursuant to law to issue the Bonds and to enter into this Bond Indenture and to pledge and assign the Revenues and other assets purported to be pledged and assigned, respectively, under this Bond Indenture in the manner and to the extent provided in this Bond Indenture. The Bonds and the provisions of this Bond Indenture are and will be the legal, valid and binding limited obligations of the City in accordance with their terms, and the City and Bond Trustee shall at all times, subject to the provisions of this Bond Indenture and to the extent permitted by law, defend, preserve and protect said pledge and assignment of Revenues and other assets and all the rights of the Bondholders under this Bond Indenture against all claims and demands of all Persons whomsoever. Section 6.05. Accounting Records and Financial Statements. (A) The Bond Trustee shall at all times keep, or cause to be kept, proper books of record and account prepared in accordance with trust accounting standards, in which complete and accurate entries shall be made of all transactions made by or on behalf of the Bond Trustee relating to the receipt, investment, disbursement, allocation and application of the proceeds of the Bonds, the Revenues, the Loan Agreement, Obligation No. 10 and all funds and accounts established pursuant to this Bond Indenture. Such books of record and account shall be available for inspection by the City, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any), the Corporation and any Bondholder or the agent or representative of any of them duly authorized in writing, during the Bond Trustee's business hours on days on which the Bond Trustee is open for business. OHS West:261051319.1 90 (B) The Bond Trustee shall file and furnish on or before the 15th day of each month to the Corporation, the Credit Facility Provider (if any) and to each Bondholder who shall have filed such Bondholder's name and address with the Bond Trustee for such purpose, and to the City if requested in writing, a complete financial statement (which need not be audited) covering receipts, disbursements, allocation and application of Revenues and any other moneys (including proceeds of Bonds) in any of the funds and accounts established pursuant to this Bond Indenture for the preceding month. (C) The Trustee shall furnish to any Bondholder and the Credit Facility Provider (if any) (upon such Bondholder's request or the Credit Facility Provider's (if any)), and the City if requested in writing a statement of the aggregate principal amount of Bonds Outstanding and the redemption history of the Bonds (i.e., the dates, amounts, sources of funds, and distribution of calls to the maturities of any previously occurring redemptions). Section 6.06. Tax Covenants. The City shall at all times do and perform all acts and things permitted by law and this Bond Indenture which are necessary or desirable to assure that interest paid on the Bonds (or any of them) will be excluded from gross income for federal income tax purposes and shall take no action that would result in such interest not being so excluded. Without limiting the generality of the foregoing, the City agrees to comply with the provisions of the Tax Agreement. This covenant shall survive payment in full or defeasance of the Bonds. Section 6.07. Enforcement of Loan Agreement and Obligation No. 10. The Bond Trustee shall promptly collect all amounts due from the Corporation pursuant to the Loan Agreement and from the Obligated Group pursuant to Obligation No. 10, shall perform all duties imposed upon it pursuant to the Loan Agreement and shall enforce, and take all steps, actions and proceedings reasonably necessary (subject to the rights of the Credit Facility Provider (if any) with respect to the enforcement of remedies) for the enforcement of, all of the rights of the City and all of the obligations of the Corporation and the other Members. Section 6.08. Amendment of Loan Agreement. (A) Except as provided in Section 6.08(B), the City shall not amend, modify or terminate any of the terms of the Loan Agreement, or consent to any such amendment, modification or termination, unless the written consent of (i) the Credit Facility Provider (if any) or (ii) if a Credit Facility Provider Failure has occurred and is continuing or if there is no Credit Facility Provider, the Holders of a majority in principal amount of the Bonds then Outstanding to such amendment, modification or termination is filed with the Bond Trustee, provided that no such amendment, modification or termination shall reduce the amount of Loan Repayments to be made to the City or the Bond Trustee by the Corporation pursuant to the Loan Agreement, or extend the time for making such payments, without the written consent of all of the Holders of the Bonds then Outstanding. (B) Notwithstanding the provisions of Section 6.08(A), the terms of the Loan Agreement may also be modified or amended from time to time and at any time by the City, with the consent of the Credit Facility Provider (if any), without the necessity of obtaining OHS West:261051319.1 91 the consent of any Bondholders, only to the extent permitted by law and only for any one or more of the following purposes: (1) to add to the covenants and agreements of the City or the Corporation contained in the Loan Agreement other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power therein reserved to or conferred upon the City or the Corporation, provided, that no such covenant, agreement, pledge, assignment or surrender shall materially adversely affect the interests of the Holders of the Bonds; (2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in the Loan Agreement, or in regard to matters or questions arising under the Loan Agreement, as the City may deem necessary or desirable and not inconsistent with the Loan Agreement or this Bond Indenture, and which shall not materially adversely affect the interests of the Holders of the Bonds; (3) to evidence or give effect to, or to conform to the terms and provisions of, any Liquidity Facility; (4) to evidence or give effect to, or to conform to the terms and provisions of, any Credit Facility; (5) to maintain the exclusion from gross income of interest payable with respect to the Bonds; (6) to make any modification or amendment to the Loan Agreement which will be effective upon the remarketing of Bonds following the mandatory tender of the Bonds pursuant to Sections 4.08, 4.09, 4.10 or 4.11; and (7) to make any modification or amendment that, if it was a change made to or under the Indenture, would not require consent of Bondholders. (C) In executing or consenting to any amendment to the Loan Agreement permitted by this Section, the City, the Credit Facility Provider (if any) and the Bond Trustee shall receive, and shall be fully protected in relying upon, an Opinion of Bond Counsel addressed to the City, the Credit Facility Provider (if any) and the Bond Trustee stating that the execution of such amendment is authorized or permitted by the Loan Agreement and this Bond Indenture and applicable law, will upon the execution and delivery thereof be valid and binding obligations of the parties thereto, and that the execution and delivery thereof will not adversely affect the exclusion from federal gross income of interest on the Bonds. (D) So long as a Credit Facility or Liquidity Facility is in effect, upon Request of the Corporation, the Bond Trustee, as holder of Obligation No. 10, shall consent to any amendment to the Master Indenture requested by the Corporation, provided that the Bond Trustee shall have received the prior written consent of the Credit Facility Provider (if any) and the Liquidity Facility Provider (if any) to such amendments. OHS West:261051319.1 92 Section 6.09. Waiver of Laws. The City shall not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force that may affect the covenants and agreements contained in this Bond Indenture or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the City to the extent permitted by law. Section 6.10. Further Assurances. The City shall make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Bond Indenture and for the better assuring and confirming unto the Holders of the Bonds of the rights and benefits provided in this Bond Indenture. Section 6.11. Continuing Disclosure. Pursuant to Section 5.10 of the Loan Agreement, the Corporation has undertaken all responsibility for compliance with continuing disclosure requirements to the extent set forth therein, and the City shall have no liability to the Holders of the Bonds or any other Person with respect to S.E.C. Rule 15c2 -12. Notwithstanding any other provision of this Bond Indenture, failure of the Corporation or the Dissemination Agent (as defined in the Continuing Disclosure Certificate) to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Bond Trustee may (and, at the request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Holders of at least 25% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Corporation to comply with its obligations under Section 5.9 of the Loan Agreement or to cause the Bond Trustee to comply with its obligations under this Section 6.11. ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS Section 7.01. Events of Default. The following events shall be Events of Default: (A) default in the due and punctual payment of the principal or Redemption Price of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by acceleration or otherwise or default in the redemption of any Bonds from Sinking Fund Installments in the amount and at the times provided therefor; (B) default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; (C) failure by the Corporation to pay the Tender Price of any Bond tendered or subject to mandatory tender pursuant to Article IV or, if a Self- Liquidity Arrangement is then in effect with respect to such Bond, subject to mandatory tender pursuant to Section 4.06; OHS West:261051319.1 93 (D) default in any material respect by the City in the observance of any of the other covenants, agreements or conditions on its part in this Bond Indenture or in the Bonds contained, if such default shall have continued for a period of sixty (60) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the City and the Corporation by the Bond Trustee, or to the City, the Corporation and the Bond Trustee by the Credit Facility Provider (if any) or Holders of not less than twenty-five per cent (25 %) in aggregate principal amount of the Bonds at the time Outstanding; (E) a Loan Default Event; or (F) receipt by the Bond Trustee of notice from the Credit Facility Provider (if any) that an Event of Default (as defined in the Reimbursement Agreement) has occurred under the Reimbursement Agreement and which notice directs the Bond Trustee to accelerate the Bonds. Upon actual knowledge of the existence of any Event of Default, the Bond Trustee and the City shall notify the Corporation, the City, the Credit Facility Provider (if any), the Master Trustee and the Bond Trustee in writing as soon as practicable (but no later than 30 days after obtaining actual knowledge thereof); provided, however, that the Bond Trustee or City need not provide notice of any Loan Default Event if the Corporation has expressly acknowledged the existence of such Loan Default Event in a writing delivered to the Bond Trustee, the City, the Credit Facility Provider (if any) and the Master Trustee. Additionally, the Bond Trustee shall immediately notify the Credit Facility Provider (if any) if at any time there are insufficient moneys to make any payments of principal of and /or interest on the Bonds and immediately upon the occurrence of any Event of Default hereunder and shall provide such additional information as the Credit Facility Provider (if any) shall reasonably request. Section 7.02. Acceleration of Maturities. Whenever any Event of Default referred to in Section 7.01 shall have happened and be continuing, the Bond Trustee may take the following remedial steps: (A) In the case of an Event of Default described in Section 7.01 of this Bond Indenture, the Bond Trustee may, with the written consent of the Credit Facility Provider (if any), and upon written direction of the Credit Facility Provider (if any) shall, notify the City and the Master Trustee of such Event of Default, may make a demand for payment under Obligation No. 10 and request the Master Trustee in writing to give notice to the Credit Group Representative pursuant to Section 4.02 of the Master Indenture declaring the principal of all obligations issued under the Master Indenture then outstanding to be due and immediately payable. Thereupon, the Bond Trustee shall declare the principal of all the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable (and interest shall cease to accrue as of the date of such declaration unless such declaration is rescinded in accordance herewith), anything in this Bond Indenture to the contrary notwithstanding. In addition, the Bond Trustee and the City may take whatever action at law or in equity is necessary or desirable to collect the payments due under Obligation No. 10; OHS West:261051319.1 94 (B) In the case of an Event of Default described in Section 7.01(D) of this Bond Indenture, the Bond Trustee may, with the written consent of the Credit Facility Provider (if any), take whatever action at law or in equity is necessary or desirable to enforce the performance, observance or compliance by the City with any covenant, condition or agreement by the City under this Bond Indenture; and (C) In the case of an Event of Default described in Section 7.01(E) of this Bond Indenture, the Bond Trustee may, with the written consent of the Credit Facility Provider (if any), take whatever action the City would be entitled to take, and shall take whatever action the City would be required to take, pursuant to the Loan Agreement to remedy the Loan Default Event. Upon a declaration of acceleration pursuant to this Section 7.02, interest on Bonds (other than Liquidity Facility Bonds) shall immediately cease to accrue and the Bond Trustee shall immediately draw on the Credit Facility in accordance with its terms, as provided in Section 5.08, in an amount sufficient to pay principal and interest on Bonds subject to such Credit Facility, and shall immediately apply the proceeds of such draw to the payment of such Bonds. Any such declaration, however, is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the City or the Corporation shall deposit with the Bond Trustee a sum sufficient to pay all the principal (including any Sinking Fund Installments) or redemption price of and installments of interest on the Bonds, payment of which is overdue, with interest on such overdue principal at the rate borne by the respective Bonds, and the reasonable charges and expenses of the Bond Trustee, and if the Bond Trustee has received notification from the Master Trustee that the declaration of acceleration of Obligation No. 10 has been annulled pursuant to the Master Indenture and any and all other defaults known to the Bond Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Bond Trustee or provision deemed by the Bond Trustee to be adequate shall have been made therefor (provided that if a Credit Facility was drawn upon in connection with such Event of Default, such Credit Facility has been reinstated and in the case of an Event of Default described in Section 7,01(F), the notice provided by the Credit Facility Provider has been rescinded by the Credit Facility Provider), then, and in every such case, the Bond Trustee shall, on behalf of the Holders of all of the Bonds and with the consent of the Credit Facility Provider (if any), rescind and annul such declaration and its consequences and waive such default; but no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. The Bond Trustee shall give written notice to the Credit Facility Provider (if any) and the Liquidity Facility Provider (if any) of any such rescission. Immediately after any acceleration hereunder, the Bond Trustee, to the extent it has not already done so, shall notify in writing the City, the Corporation, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any), the Tender Agent (if any) and the Remarketing Agent (if any) of the occurrence of such acceleration. OHS West:261051319.1 95 Nothing contained herein, however, shall require the Bond Trustee to exercise any remedies in connection with an Event of Default unless the Bond Trustee shall have actual knowledge or shall have received written notice of such Event of Default. Section 7.03. Application of Revenues and Other Funds After Default. If an Event of Default shall occur and be continuing, all Revenues and any other funds then held or thereafter received by the Bond Trustee under any of the provisions of this Bond Indenture (subject to Section 11.10 and other than moneys required to be deposited in the Rebate Fund, the Credit Facility Fund or the Bond Purchase Fund) shall be applied by the Bond Trustee as follows and in the following order: (1) To the payment of any expenses necessary in the opinion of the Bond Trustee to protect the interests of the Holders of the Bonds and payment of reasonable fees, charges and expenses of the Bond Trustee (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under this Bond Indenture; and (2) To the payment of the principal or Redemption Price of and interest then due on the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of this Bond Indenture (including Section 6.02), as follows: (i) Unless the principal of all of the Bonds shall have become or have been declared due and payable, First: To the payment to the Persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the Persons entitled thereto, without any discrimination or preference; and Second: To the payment to the Persons entitled thereto of the unpaid principal (including Sinking Fund Installments) or Redemption Price of any Bonds which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, with interest on the overdue principal at the rate bome by the respective Bonds, and, if the amount available shall not be sufficient to pay in full all the Bonds due on any date, together with such interest, then to the payment thereof ratably, according to the amounts of principal or Redemption Price due on such date to the Persons entitled thereto, without any discrimination or preference. Third: To the payment of the Credit Facility Provider(s) (if any), any amounts due under the Reimbursement Agreement(s), ratably. (ii) If the principal of all of the Bonds shall have become or have been declared due and payable, to the payment of the principal and interest then due and unpaid upon the Bonds, with interest on the overdue principal at the rate borne by the respective Bonds, and, if the amount available shall not be sufficient to pay in full the whole amount so due and unpaid, then to the payment thereof ratably, without preference or priority of principal over interest, or of OHS West:261051319.1 96 interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. Section 7.04. Bond Trustee to Represent Bondholders. The Bond Trustee is hereby irrevocably appointed (and the successive respective Holders of the Bonds, by taking and holding the same, shall be conclusively deemed to have so appointed the Bond Trustee) as Bond Trustee and true and lawful attorney -in -fact of the Holders of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Holders under the provisions of the Bonds, this Bond Indenture, the Loan Agreement, Obligation No. 10, the Law and applicable provisions of any other law. Subject to the rights of the Credit Facility Provider (if any) with respect to the enforcement of remedies related to the Bonds as described herein, upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Bond Trustee to represent the Bondholders, the Bond Trustee in its discretion may, and upon the written request of the Holders of not less than twenty -five percent (25 %) in aggregate principal amount of the Bonds then Outstanding and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of such Holders by such appropriate action, suit, mandamus or other proceedings as it shall deem most effectual to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Bond Trustee or in such Holders under this Bond Indenture, the Loan Agreement, Obligation No. 10, the Law or any other law; and upon instituting such proceeding, the Bond Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Revenues and other amounts and assets pledged under this Bond Indenture, pending such proceedings. If more than one such request is received by the Bond Trustee from the Holders, the Bond Trustee shall follow the written request executed by the Holders of the greater percentage of Bonds then Outstanding in excess of twenty-five percent (25 %). All rights of action under this Bond Indenture or the Bonds or otherwise may be prosecuted and enforced by the Bond Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Bond Trustee shall be brought in the name of the Bond Trustee for the benefit and protection of all the Holders of such Bonds, subject to the provisions of this Bond Indenture (including Section 6.02). Section 7.05. Credit Facility Provider's and Bondholders' Direction of Proceedings. Anything in this Bond Indenture to the contrary notwithstanding, the Credit Facility Provider (if any) or if a Credit Facility Provider Failure has occurred and is continuing or, if there is no Credit Facility Provider, Holders of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Bond Trustee, and upon indemnifying the Bond Trustee to its satisfaction therefor, to direct the method of conducting all remedial proceedings taken by the Bond Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Bond Indenture, and that the Bond Trustee shall have the right to decline to follow any such direction which in the opinion of the Bond Trustee would be unjustly prejudicial to Bondholders not parties to such direction. OHS West:261051319.1 97 Section 7.06. Limitation on Bondholders' Right to Sue. No Holder of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Bond Indenture, the Loan Agreement, Obligation No. 10, the Law or any other applicable law with respect to such Bond, unless (1) such Holder shall have given to the Bond Trustee written notice of the occurrence of an Event of Default; (2) the Holders of not less than twenty-five per cent (25 %) in aggregate principal amount of the Bonds then Outstanding shall have made written request upon the Bond Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; provided, however, that if more than one such request is received by the Bond Trustee from the Holders, the Bond Trustee shall follow the written request executed by the Holders of the greater percentage of Bonds then Outstanding in excess of twenty-five percent (25 %); (3) such Holder or said Holders shall have tendered to the Bond Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Bond Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Bond Trustee; and (5) the Credit Facility Provider (if any) shall have consented in writing to such action. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Holder of Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Holders of Bonds shall have any right in any manner whatever by such Holder's or Holders' action to affect, disturb or prejudice the security of this Bond Indenture or the rights of any other Holders of Bonds, or to enforce any right under this Bond Indenture, the Loan Agreement, Obligation No. 10, the Law or other applicable law with respect to the Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Holders of the Outstanding Bonds, subject to the provisions of this Bond Indenture (including Section 6.02). Section 7.07. Absolute Obligation of City. Nothing contained in Section 7.06 or in any other provision of this Bond Indenture or in the Bonds shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the principal or Redemption Price of and interest on the Bonds to the respective Holders of the Bonds at their respective dates of maturity, or upon call for redemption, as herein provided, but only out of the Revenues and other assets herein pledged therefor, or affect or impair the right of such Holders, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds. Section 7.08. Termination of Proceedings. In case any proceedings taken by the Bond Trustee, the Credit Facility Provider (if any) or any one or more Bondholders on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Bond Trustee, the Credit Facility Provider (if any) or the Bondholders, then in every such case the City, the Bond Trustee, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any) and the Bondholders, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the City, the Bond Trustee, the OHS West:261051319.1 98 Credit Facility Provider (if any), the Liquidity Facility Provider (if any) and the Bondholders shall continue as though no such proceedings had been taken. Section 7.09. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Bond Trustee, the Credit Facility Provider (if any) or to the Holders of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Section 7.10. No Waiver of Default. No delay or omission of the Bond Trustee, the Credit Facility Provider (if any) or of any Holder of the Bonds to exercise any right or power arising upon the occurrence of any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Bond Indenture to the Bond Trustee, the Credit Facility Provider (if any) or to the Holders of the Bonds may be exercised from time to time and as often as may be deemed expedient. ARTICLE VIII THE BOND TRUSTEE Section 8.01. Appointment, Duties, Immunities and Liabilities of Bond Trustee. (A) The City (at the request of the Corporation) hereby appoints Wells Fargo Bank, National Association, as bond trustee. The Bond Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Bond Indenture, and, except to the extent required by law, no implied covenants or obligations shall be read into this Bond Indenture against the Bond Trustee. The Bond Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Bond Indenture, and use the same degree of care and skill in their exercise, as a prudent person that customarily engages in activities essentially similar to those provided for the Bond Trustee hereunder would exercise or use under the circumstances in the conduct of such person's own affairs. (B) The City may, and upon written request of (i) the Credit Facility Provider (if any) (if an Event of Default or an event that with the passage of time or the giving of notice or both will become an Event of Default has occurred and is continuing or if the Bond Trustee has breached any of its trust duties set forth herein) or (ii) the Corporation shall, remove the Bond Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove the Bond Trustee if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Bond Trustee shall cease to be eligible in accordance with subsection (E) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Bond Trustee or its property shall be appointed, or any public officer shall take control or charge of the Bond Trustee or of its property or affairs for the OHS West:261051319.1 99 purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Bond Trustee, and thereupon shall appoint, with the written consent of the Corporation and the Credit Facility Provider (if any), a successor Bond Trustee by an instrument in writing. The City, the Corporation or any Holder may at any time petition any court of competent jurisdiction for the removal for cause of the Bond Trustee. (C) The Bond Trustee may at any time resign by giving written notice of such resignation to the City, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any) and the Corporation and by giving the Bondholders notice of such resignation by mail at the addresses shown on the registration books maintained by the Bond Trustee. Upon receiving such notice of resignation, the City shall promptly appoint, with the written consent of the Corporation and the Credit Facility Provider (if any), a successor Bond Trustee by an instrument in writing. The Bond Trustee shall not be relieved of its duties until such successor Bond Trustee has accepted appointment. If the Bond Trustee has or shall acquire any conflicting interest, as defined in the Trust Indenture Act of 1939, as amended, it shall, within 90 days after ascertaining that it has a conflicting interest, or within 30 days after receiving written notice from the City or the Corporation (so long as the Corporation is not in default under the Loan Agreement) that it has a conflicting interest, either eliminate such conflicting interest or resign in the manner and with the effect specified in this Subsection (C). (D) Any removal or resignation of the Bond Trustee and appointment of a successor Bond Trustee shall only become effective upon written approval of such successor Bond Trustee by the Credit Facility Provider (if any) and acceptance of appointment by the successor Bond Trustee. If no successor Bond Trustee shall have been appointed and have accepted appointment within thirty (30) days of giving notice of removal or notice of resignation as aforesaid, the resigning Bond Trustee, the Credit Facility Provider (if any) or any Bondholder (on behalf of such Bondholder and all other Bondholders and such Credit Facility Provider) may petition any court of competent jurisdiction for the appointment of a successor Bond Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Bond Trustee. Any successor Bond Trustee appointed under this Bond Indenture shall signify its acceptance of such appointment by executing and delivering to the City and the Credit Facility Provider (if any) and to its predecessor Bond Trustee a written acceptance thereof, and thereupon such successor Bond Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Bond Trustee, with like effect as if originally named Bond Trustee herein; but, nevertheless at the request of the City or the request of the successor Bond Trustee, such predecessor Bond Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Bond Trustee all the right, title and interest of such predecessor Bond Trustee in and to any property held by it under this Bond Indenture and shall pay over, transfer, assign and deliver to the successor Bond Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Bond Trustee, the City shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Bond Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon written approval of a successor Bond Trustee by the Credit Facility Provider (if any) and acceptance of appointment by a successor Bond Trustee as provided in this subsection, the OHS West:261051319.1 100 successor Bond Trustee shall mail a notice of the succession of such Bond Trustee to the trusts hereunder to the Bondholders at the addresses shown on the registration books maintained by the Bond Trustee. (E) The Bond Trustee and any successor Bond Trustee shall be a trust company or bank having a combined capital and surplus of at least seventy -five million dollars ($75,000,000) (or providing a guarantee of the full and prompt performance by the Bond Trustee of its obligations under this Bond Indenture by a guarantor with such combined capital and surplus), duly authorized to exercise trust powers and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Bond Trustee shall cease to be eligible in accordance with the provisions of this subsection (E), the Bond Trustee shall resign immediately in the manner and with the effect specified in this Section. Section 8.02. Merger or Consolidation. Any company into which the Bond Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Bond Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under subsection (E) of Section 8.01, shall be the successor to such Bond Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 8.03. Liability of Bond Trustee. (A) The recitals of facts herein and in the Bonds contained shall be taken as statements of the City, and the Bond Trustee assumes no responsibility for the correctness of the same, makes no representations as to the validity or sufficiency of this Bond Indenture, of the Loan Agreement, of the Remarketing Agreement, of Obligation No. 10, or of the Bonds, and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it except for any recital or representation specifically relating to the Bond Trustee or its powers. The Bond Trustee assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed in connection with the issuance of the Bonds. The Bond Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Bond Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Bond Trustee may become the owner of Bonds with the same rights it would have if it were not Bond Trustee, and, to the extent permitted by law, may act as depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bondholders, whether or not such committee shall represent the Holders of a majority in principal amount of the Bonds then Outstanding. OHS West:261051319.1 101 (B) The Bond Trustee shall not be liable for any error of judgment made in good faith by any of its officers, employees, agents or representatives, unless it shall be proved that the Bond Trustee was negligent. (C) The Bond Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than twenty -five percent (25 %) in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Bond Trustee, or exercising any trust or power conferred upon the Bond Trustee under this Bond Indenture. (D) The Bond Trustee shall be under no obligation to exercise any of the rights or powers vested in it by Section 7.02 of this Bond Indenture (except for drawing or otherwise accessing funds from the Liquidity Facility or Credit Facility when required thereunder and except for declaring an acceleration of the Bonds in accordance with the terns thereof) at the request, order or direction of any of the Bondholders or the Credit Facility Provider (if any) pursuant to the provisions of this Bond Indenture unless such Bondholders or the Credit Facility Provider (if any) shall have offered to the Bond Trustee reasonable security or indemnity, satisfactory to the Bond Trustee, against the costs, expenses and liabilities which may be incurred therein or thereby. The Bond Trustee has no obligation or liability to the Holders for the payment of interest on, principal of or redemption premium, if any, with respect to the Bonds from its own funds; but rather the Bond Trustee's obligations shall be limited to the performance of its duties hereunder. (E) Except with respect to Events of Default specified in Section 7.01(A) or (B), the Bond Trustee shall not be deemed to have knowledge of any Event of Default unless and until an officer at the Principal Office responsible for the administration of its duties hereunder shall have actual knowledge thereof or the Bond Trustee shall have received written notice thereof at the Principal Office. The Bond Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of a default or Event of Default thereunder. The Bond Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. (F) The Bond Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys -in -fact, agents, receivers, officers, employees or representatives, and shall not be answerable for the negligence or misconduct of any such attorney -in -fact, agent, receiver, officer, employee or representative selected by it with due care. The Bond Trustee shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Bond Trustee shall not be answerable for the professional malpractice of any counsel or other professional (including without limiting the generality of the foregoing, attorneys -in -law or certified public accountants) in connection with the rendering of such counsel's or other professionals' advice in accordance with the terms of this Bond Indenture, if such counsel or other professional was selected by the Bond Trustee with due care. OHS West:261051319.1 102 (G) The Bond Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys that shall be released or withdrawn in accordance with the provisions hereof. (H) Whether or not therein expressly so provided, every provision of this Bond Indenture, the Loan Agreement, Obligation No. 10 or related documents relating to the conduct or affecting the liability of or affording protection to the Bond Trustee shall be subject to the provisions of this Article. Section 8.04. Right of Bond Trustee to Rely on Documents. The Bond Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Bond Trustee may consult with counsel, who may be counsel of or to the City and/or counsel selected by the Bond Trustee, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of the trusts imposed upon it by this Bond Indenture the Bond Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the City, and such Certificate shall be full warrant to the Bond Trustee for any action taken or suffered in good faith under the provisions of this Bond Indenture in reliance upon such Certificate, but in its discretion the Bond Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. Section 8.05. Preservation and Inspection of Documents. All documents received by the Bond Trustee under the provisions of this Bond Indenture shall be retained in its possession and shall be subject at all reasonable times to the inspection of the City, the Corporation, the Liquidity Facility Provider (if any), the Credit Facility Provider (if any) and any Bondholder, and their agents and representatives duly authorized in writing, during the Bond Trustee's business hours on days when the Bond Trustee is open for business. Section 8.06. Compensation and Indemnification. The Corporation shall pay to the Bond Trustee from time to time reasonable compensation for all services rendered under this Bond Indenture, and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys, agents and employees, incurred in and about the performance of its powers and duties under this Bond Indenture. No provision of this Bond hndenture shall require the Bond Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers, if it has not received the agreed compensation for such services or, in cases where the Bond Trustee has a right to reimbursement or indemnification for such performance or exercise, if it shall have reasonable grounds for OHS West:261051319.1 103 believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 8.07. Bond Trustee's Relationship to City. (A) The Bond Trustee acknowledges that the Bonds are payable solely from Revenues, including payments to be made by the Corporation pursuant to the Loan Agreement and the Bonds, that the City is a passive conduit for the payments to be made by the Corporation pursuant to the Loan Agreement and the Bonds and that the Bonds are not general obligations of the City. The Bond Trustee, by execution of this Bond Indenture, has accepted the assignment by the City to the Bond Trustee of the payments to be made by the Corporation pursuant to the Loan Agreement and the Bonds and of certain of the rights of the City under the Loan Agreement and the Bonds and, to the extent permitted by law and subject to the limiting provisions contained herein, has assumed any and all responsibilities of the City (other than the right of the City to indemnification under the Loan Agreement and administration expense and fees under the Loan Agreement and as otherwise set forth therein) under the Loan Agreement and the Bonds to enforce those rights. The Bond Trustee will notify the City of any default known to the Bond Trustee under the Loan Agreement or the Bonds, and will at the expense of the Corporation and upon receipt of a Request of the City provide the City with any information reasonably available to the Bond Trustee which the City may reasonably request regarding any events of default. (B) The Bond Trustee agrees to provide the City at the expense of the Corporation and within a reasonable time after the receipt of a Request of the City any financial or other information it may reasonably request relating to the Corporation or to this Bond Indenture or the Loan Agreement and the Bonds which the City finds necessary or desirable and which is reasonably available to the Bond Trustee. ARTICLE IX MODIFICATION OR AMENDMENT OF THIS BOND INDENTURE Section 9.01. Amendments Permitted. (A) This Bond Indenture and the rights and obligations of the City and of the Holders of the Bonds and of the Bond Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the City and the Bond Trustee may enter into when the written consent of the Corporation and (1) the Credit Facility Provider (if any) as to any Series then secured by the related Credit Facility, or (2) if a Credit Facility Provider Failure has occurred and is continuing or if there is no Credit Facility Provider with respect to such Series, the Holders of a majority in aggregate principal amount of such Bonds then Outstanding shall have been filed with the Bond Trustee. No such modification or amendment shall (1) extend the stated maturity of any Bond, or reduce the amount of principal thereof, or extend the time of payment or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof or change the Tender Price to be paid to Holders tendering their Bonds, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid OHS West:261051319.1 104 percentage of Bonds, the consent of the Holders of which is required to effect any such modification or amendment, or permit the creation of any lien on the Revenues and other assets pledged under this Bond Indenture prior to or on a parity with the lien created by this Bond Indenture, or deprive the Holders of the Bonds of the lien created by this Bond Indenture on such Revenues and other assets (except as expressly provided in this Bond Indenture), without the consent of the Holders of all Bonds then Outstanding. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Bond Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the City and the Bond Trustee of any Supplemental Bond Indenture pursuant to this subsection (A), the Bond Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Bond Indenture to the Bondholders at the addresses shown on the registration books maintained by the Bond Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Bond Indenture. (B) This Bond Indenture and the rights and obligations of the City, of the Bond Trustee and of the Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the City and the Bond Trustee may enter into with the consent of the Corporation and the Credit Facility Provider (if any) with respect to any Series affected by such change, but without the necessity of obtaining the consent of any Bondholders, only to the extent permitted by law and only for any one or more of the following purposes: (1) to add to the covenants and agreements of the City contained in this Bond Indenture other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the City, provided, that no such covenant, agreement, pledge, assignment or surrender shall materially adversely affect the interests of the Holders of the Bonds; (2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Bond Indenture, or in regard to matters or questions arising under this Bond Indenture, as the City or the Bond Trustee may deem necessary or desirable and not inconsistent with this Bond Indenture, and which shall not materially adversely affect the interests of the Holders of the Bonds; (3) to modify, amend or supplement this Bond Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Holders of the Bonds; (4) to evidence or give effect to, or to conform to the terms and provisions of, any Liquidity Facility; OHS West:261051319.1 105 (5) to evidence or give effect to, or to conform to the terms and provisions of, any insurance policy, letter of credit or other credit enhancement for the Bonds; (6) to facilitate and implement any book entry system (or any termination of a book entry system) with respect to the Bonds; (7) to maintain the exclusion from gross income of interest payable with respect to the Bonds; (8) to make any modification or amendment to this Bond Indenture with respect to a Series of Bonds which will be effective following the mandatory tender of such Series of Bonds pursuant to Section 4.08, 4.09, 4.10 or 4.11; (9) to make any other changes which will not materially adversely affect the interests of the Holders of the Bonds; or (10) to make any changes required by any Rating Agency to obtain or maintain a rating on the Bonds. (C) The Bond Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Bond Indenture authorized by subsections (A) or (B) of this Section which materially adversely affects the Bond Trustee's own rights, duties or immunities under this Bond Indenture or otherwise. (D) In executing, or accepting the additional trusts created by, any Supplemental Bond Indenture permitted by this Article or the modification thereby of the trusts created by this Bond Indenture, the Bond Trustee and the City shall receive, and shall be fully protected in relying upon, a Favorable Opinion of Bond Counsel addressed and delivered to the Bond Trustee and the City stating that the execution of such Supplemental Bond Indenture is permitted by and in compliance with this Bond Indenture, and that the execution and delivery thereof will not adversely affect the exclusion from federal gross income of interest on the Bonds. (E) The Bond Trustee shall provide written notice and a copy of any amendment to this Bond Indenture, the Loan Agreement or the Liquidity Facility to S &P and Moody's at least fifteen (15) days in advance (unless S &P and Moody's waives or reduces such time period) of the execution of any amendment to such documents. Section 9.02. Effect of Supplemental Bond Indenture. Upon the execution of any Supplemental Bond Indenture pursuant to this Article, this Bond Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Bond Indenture of the City, the Bond Trustee and all Holders of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Bond Indenture shall be deemed to be part of the terms and conditions of this Bond Indenture for any and all purposes. OHS West:261051319.1 106 Section 9.03. Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after the execution of any Supplemental Bond Indenture pursuant to this Article may, and if the City so determines shall, bear a notation by endorsement or otherwise in form approved by the City and the Bond Trustee as to any modification or amendment provided for in such Supplemental Bond Indenture, and, in that case, upon demand of the Holder of any Bond Outstanding at the time of such execution and presentation of such Holder's Bond for the purpose at the Principal Office of the Bond Trustee or at such additional offices as the Bond Trustee may select and designate for that purpose, a suitable notation shall be made on such Bond. If the Supplemental Bond Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the City and the Bond Trustee, to any modification or amendment contained in such Supplemental Bond Indenture, shall be prepared by the Bond Trustee at the expense of the Corporation, executed by the City and authenticated by the Bond Trustee, and upon demand of the Holders of any Bonds then Outstanding shall be exchanged at the Principal Office of the Bond Trustee, without cost to any Bondholder, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amounts of the same maturity. Section 9.04. Amendment of Particular Bonds. The provisions of this Article shall not prevent any Bondholder from accepting, with the consent of the Credit Facility Provider (if any), any amendment as to the particular Bonds held by such Bondholder, provided that due notation thereof is made on such Bonds. ARTICLE X DEFEASANCE Section 10.01. Discharge of Indenture. The Bonds maybe paid by the City or the Bond Trustee on behalf of the City in any of the following ways: (A) by paying or causing to be paid (with respect to a Series of Bonds for which a Credit Facility is in effect, with Available Moneys) the principal or Redemption Price of and interest on all Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Bond Trustee, in trust, at or before maturity, moneys (with respect to a Series of Bonds for which a Credit Facility is in effect, with Available Moneys) or securities (with respect to a Series of Bonds for which a Credit Facility is in effect, purchased with Available Moneys) in the necessary amount (as provided in Section 10.03) to pay when due or redeem all Bonds then Outstanding; or (C) by delivering to the Bond Trustee, for cancellation by it, all Bonds then Outstanding. If the City shall also pay or cause to be paid all other sums payable hereunder by the City and the Corporation shall have paid all Administrative Fees and Expenses payable to the City pursuant to the Loan Agreement, then and in that case at the election of the City (evidenced by a Certificate of the City filed with the Bond Trustee signifying the intention of the City to discharge all such indebtedness and this Bond Indenture), and notwithstanding that any Bonds OHS West:261051319.1 107 shall not have been surrendered for payment, this Bond Indenture and the pledge of Revenues and other assets made under this Bond Indenture and all covenants, agreements and other obligations of the City under this Bond Indenture (except as otherwise provided in Section 5.06) shall cease, terminate, become void and be completely discharged and satisfied. In such event, upon the request of the City, the Bond Trustee shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and shall execute and deliver to the City all such instruments as may be necessary to evidence such discharge and satisfaction, and the Bond Trustee shall pay over, transfer, assign or deliver to the Corporation all moneys or securities or other property held by it pursuant to this Bond Indenture which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption; provided that in all events moneys in the Rebate Fund shall be subject to the provisions of Section 5.06. Section 10.02. Discharge of Liability on Bonds. Upon the deposit with the Bond Trustee, in trust, at or before maturity, of money (with respect to a Series of Bonds for which a Credit Facility is in effect, with Available Moneys) or securities (with respect to a Series of Bonds for which a Credit Facility is in effect, purchased with Available Moneys) in the necessary amount (as provided in Section 10.03) to pay or redeem any Outstanding Bond (whether upon or prior to its maturity or the redemption date of such Bond), provided that, if such Bond is to be redeemed prior to maturity, notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Bond Trustee shall have been made for the giving of such notice, then all liability of the City in respect of such Bond shall cease, terminate and be completely discharged, except only that thereafter the Holder thereof shall be entitled to payment of the principal of and interest on such Bond by the City, and the City shall remain liable for such payments, but only out of such money or securities deposited with the Bond Trustee as aforesaid for their payment, subject, however, to the provisions of Section 10.04. The City may at any time surrender to the Bond Trustee for cancellation by it any Bonds previously issued and delivered, which the City may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. Section 10.03. Deposit of Money or Securities with Bond Trustee. Whenever in this Bond Indenture it is provided or permitted that there be deposited with or held in trust by the Bond Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or securities to be so deposited or held may include money or securities held by the Bond Trustee in the funds and accounts established pursuant to this Bond Indenture (other than the Rebate Fund) and shall be: (A) lawful money of the United States of America (which, with respect to a Series of Bonds for which a Credit Facility or Liquidity Facility is in effect, shall be Available Moneys) in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity (based on an assumed interest rate equal to the Maximum Interest Rate for periods for which the actual interest rate on the Bonds cannot be determined), except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as in Article IV provided or provision OHS West:261051319.1 108 satisfactory to the Bond Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or Redemption Price of such Bonds and all unpaid interest thereon to the redemption date; or (B) United States Government Obligations (not callable by the City thereof prior to maturity and purchased with, with respect to a Series of Bonds for which a Credit Facility or Liquidity Facility is in effect, Available Moneys), the principal of and interest on which when due (without any income from the reinvestment thereof) will provide money sufficient to pay the principal or Redemption Price of and all unpaid interest to maturity (based on an assumed interest rate equal to the Maximum Interest Rate for periods for which the actual interest rate on the Bonds cannot be determined), or to the redemption date, as the case may be, on the Bonds to be paid or redeemed, as such principal or Redemption Price and interest become due; provided that, in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Bond Trustee shall have been made for the giving of such notice; provided, in each case, that the Bond Trustee shall have been irrevocably instructed (by the terns of this Bond Indenture or by Request of the City) to apply such money to the payment of such principal or Redemption Price and interest with respect to such Bonds, and provided further, if the Bonds are then rated by S &P, the Bond Trustee shall have received written confirmation from S &P that the rating on the Bonds will not be reduced or withdrawn solely as a result of the defeasance; and provided further, that with respect to the deposit of United States Government Obligations pursuant to subsection (B) in connection with an advance refunding, the Bond Trustee shall have received a verification report from a firm of independent accountants or other qualified verifier, addressed to the City and the Bond Trustee, acceptable in form and substance to the Bond Trustee, to the effect that the amount deposited is sufficient to make the payments specified therein. Section 10.04. Payment of Bonds After Discharge of Bond Indenture. Notwithstanding any provisions of this Bond Indenture, any moneys held by the Bond Trustee in trust for the payment of the principal of or premium, if any, or interest on, any Bonds and remaining unclaimed for three years (or, if shorter, one day before such moneys would escheat to the State of California under then applicable California law) after such principal or interest, as the case may be, has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in this Bond Indenture), if such moneys were so held at such date, or three years (or, if shorter, one day before such moneys would escheat to the State of California under then applicable California law) after the date of deposit of such moneys if deposited after said date when all of the Bonds became due and payable, shall be repaid to the Corporation free from the trusts created by this Bond Indenture upon receipt of an indemnification agreement acceptable to the City and the Bond Trustee indemnifying the City and the Bond Trustee with respect to claims of Holders of Bonds which have not yet been paid and containing the agreement of the Corporation to remain liable for the amount so repaid to the Corporation, and all liability of the City and the Bond Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Corporation as aforesaid, the Bond Trustee may (at the cost of the Corporation) first mail to the Holders of Bonds which have not yet been paid, at the addresses shown on the registration books maintained by the Bond Trustee, a notice, in such form as may be deemed appropriate by the Bond Trustee with respect OHS West:261051319.1 109 to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Corporation of the moneys held for the payment thereof. ARTICLE XI MISCELLANEOUS Section 11.01. Limited Liability of City. Notwithstanding anything in this Bond Indenture or in the Bonds contained, the City shall not be required to advance any moneys derived from any source other than the Revenues and other assets pledged under this Bond Indenture for any of the purposes in this Bond Indenture mentioned, whether for the payment of the principal or Redemption Price of or interest on the Bonds or for any other purpose of this Bond Indenture. Section 11.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Bond Indenture either the City or the Bond Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Bond Indenture contained by or on behalf of the City or the Bond Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 11.03. Limitation of Rights to Parties, City, Bond Trustee the Corporation, the Liquidity Facility Provider, the Credit Facility Provider and Bondholders. Nothing in this Bond Indenture or in the Bonds expressed or implied is intended or shall be construed to confer upon, or to give or grant to any Person other than the City, the Credit Facility Provider (if any), the Bond Trustee, the Corporation, the Liquidity Facility Provider (if any), and the Holders of the Bonds, any legal or equitable right, remedy or claim under or by reason of this Bond Indenture or any covenant, condition or stipulation therein or herein contained; and all such covenants, conditions and stipulations in this Bond Indenture contained by and on behalf of the Corporation shall be for the sole and exclusive benefit of the City, the Bond Trustee, the Corporation, the Liquidity Facility Provider (if any), the Credit Facility Provider (if any) and the Holders of the Bonds. Section 11.04. Waiver of Notice. Whenever in this Bond Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the Person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 11.05. Destruction of Bonds. Whenever in this Bond Indenture provision is made for the cancellation by the Bond Trustee and the delivery to the City of any Bonds, the Bond Trustee shall, in lieu of such cancellation and delivery, destroy such Bonds and deliver a certificate of such destruction to the City. Section 11.06. Severability of Invalid Provisions. If any one or more of the provisions contained in this Bond Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be OHS West:261051319.1 110 deemed severable from the remaining provisions contained in this Bond Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Bond Indenture, and this Bond Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 11.07. Notices. (A) Subject to Section 11.04, any notice or request to or demand upon the Bond Trustee shall be in writing and may be served or presented, and such demand may be made, at the Principal Office of the Bond Trustee or at such other address as may have been filed in writing by the Bond Trustee with the City. Any notice to or demand upon the City, the Corporation, the Credit Facility Provider (if any), the Liquidity Facility Provider (if any) and the Tender Agent shall be deemed to have been sufficiently given or served for all purposes by being delivered or sent by Electronic Means receipt confirmed or by being mailed by first -class mail, postage prepaid, addressed as follows: (1) to the City at: City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, California 92658 Attention: Treasurer Telephone: (949) 644 -3123 Facsimile: (949) 644 -3339 E -mail: (2) to the Corporation at: Hoag Memorial Hospital Presbyterian One Hoag Drive P.O. Box 6100 Newport Beach, California 92658 -6100 Attention: Chief Financial Officer Telephone: (949) 764 -4411 Facsimile: (949) 764 -4416 E -mail: (3) to the Bond Trustee at: Wells Fargo Bank, National Association 707 Wilshire Boulevard, 17th Floor Los Angeles, CA 90017 Attention: Corporate Trust Services Telephone: (213) 614 -3350 Facsimile: (213) 614 -3355 E -mail: OHS West:261051319.1 I I I (4) to the initial Credit Facility Provider and Liquidity Facility Provider at: (or in each case at such other or additional addresses as may have been filed in writing with the Bond Trustee). (B) S &P and Moody's shall be entitled to written notice (in the same fashion as is specified for notices in subsection (A) above) to the following address, as applicable (or such other address as may be filed in writing with the Bond Trustee upon the occurrence of each of the following events: (1) a Noticed Termination Date, Expiration Date or extension of the tern of any Credit Facility or Liquidity Facility or the delivery of an Alternate Credit Facility or Alternate Liquidity Facility; (2) redemption of the Bonds in whole; (3) acceleration of the Bonds; (4) a Conversion; (5) an amendment or modification of the Loan Agreement, Bond Indenture, Credit Facility or Liquidity Facility; and (6) appointment of a new or successor Tender Agent. Standard & Poor's 55 Water Street, 38th Floor New York, NY 10041 Attn: Municipal Structured Surveillance Telephone: (212) 438 -2021 Facsimile: (212) 438 -2151 Moody's Investor Service 99 Church Street New York, NY 10007 (C) Notwithstanding any other provision of this Bond Indenture, notice or consent required hereby with respect to any Series of Bonds need be given only to any Credit Facility Provider, Liquidity Facility Provider or Remarketing Agent with respect to such Series. Section 11.08. Evidence of Rights of Bondholders. Any request, consent or other instrument required or permitted by this Bond Indenture to be signed and executed by Bondholders may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bondholders in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any Person of Bonds transferable by delivery, shall be sufficient for any purpose of this Bond Indenture and shall be conclusive in favor of the Bond Trustee and of the City if made in the manner provided in this Section. The fact and date of the execution by any Person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the Person signing such request, consent or other instrument acknowledged to such notary OHS West:261051319.1 112 public or officer the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer. The ownership of Bonds shall be proved by the bond registration books held by the Bond Trustee. Any request, consent or other instrument or writing of the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Bond Trustee or the City in accordance therewith or reliance thereon. Section 11.09. Disqualified Bonds. In determining whether the Holders of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Bond Indenture, Bonds which are owned or held by or for the account of the City, the Corporation or any of the other Members or by any other obligor on the Bonds, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the City, the Corporation or any of the other Members or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, but only to the extent the Bond Trustee has actual knowledge of such ownership. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Bond Trustee the pledgee's right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the City, the Corporation or any of the other Members or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Bond Trustee taken upon an Opinion of Counsel shall be full protection to the Bond Trustee. Section 11.10. Consent Rights of the Credit Facility Provider; Credit Facility Provider Deemed Holder of Bonds. The Credit Facility Provider shall be deemed to be the Holder of all Bonds then Outstanding of the Series secured by the Credit Facility issued by such Credit Facility Provider for purposes of this Bond Indenture, including without limitation, for the purpose of granting all consents and waivers required or permitted to be granted by such Holders hereunder, directing acceleration of the principal represented by the Bonds of the applicable Series, directing Mandatory Credit/Liquidity Tenders with respect to such Series of Bonds, directing the Bond Trustee in the exercise of the rights and powers conferred upon the Bond Trustee pursuant to Article VII of this Bond Indenture with respect to such Series of Bonds, the directing rescission and annulment of any declaration of acceleration or waiver of any default hereunder with respect to such Series of Bonds, and exercising the rights of the holder of Obligation No. 10 under the Master Indenture. Notwithstanding any other provision hereof, any provision of this Bond Indenture requiring the consent of, the giving of notice to, or control of proceedings by the Credit Facility Provider shall be in effect for so long as, and only during such time as, (i) such Credit Facility is in effect or any obligations are payable to the Credit Facility Provider under the Reimbursement Agreement and (ii) no Credit Facility Provider Failure shall have occurred and be continuing. Section 11.11. Money Held for Particular Bonds. The money held by the Bond Trustee for the payment of the interest, principal or Redemption Price due on any date with OHS West:261051319.1 113 respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Holders of the Bonds entitled thereto, subject, however, to the provisions of Section 10.04. Section 11.12. Funds and Accounts. The Bond Trustee may establish such funds and accounts as it deems necessary or appropriate to fulfill its obligations under this Bond Indenture. Any fund required by this Bond Indenture to be established and maintained by the Bond Trustee may be established and maintained in the accounting records of the Bond Trustee either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds shall at all times be maintained in accordance with customary standards of the corporate trust industry, to the extent practicable, and with due regard for the requirements of Section 6.06 and for the protection of the security of the Bonds and the rights of every Holder thereof. Section 11.13. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal (or Redemption Price) of or interest on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof, but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by this Bond Indenture. Section 11.14. Business Days. If any date specified herein shall not be a Business Day, any action required on such date may be made on the next succeeding Business Day with the same effect as if made on such date. Section 11.15. Affiliates Not Liable. No organization with whom the Corporation is affiliated in any manner, other than the Members, is liable under this Bond Indenture, the Master Indenture, Obligation No. 10 or the Loan Agreement for the commitments of the Corporation or any of the Members. Section 11.16. Governing Law. This Bond Indenture and the Bonds are contracts made under the laws of the State of California, and shall be governed by and construed in accordance with the Constitution and such laws applicable to contracts made and performed in said State. Section 11.17. Execution in Several Counterparts. This Bond Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the City and the Bond Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. OHS West:261051319.1 114 IN WITNESS WHEREOF, CITY OF NEWPORT BEACH has caused this Bond Indenture to be signed in its name by its Mayor and its seal to be hereunto affixed and attested by its City Clerk, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in token of its acceptance of the trusts created hereunder, has caused this Bond Indenture to be signed in its corporate name by its duly authorized officer, all as of the day and year first above written. [SEAL] Attest: M City Clerk CITY OF NEWPORT BEACH C Mayor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Bond Trustee UZ Authorized Officer OHS West:261051319.1 115 EXHIBIT A FORM OF REQUISITION - COSTS OF ISSUANCE FUND REQUISITION NO. _ - COSTS OF ISSUANCE FUND Re: City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011A, 2011B and 2011C Hoag Memorial Hospital Presbyterian (the "Corporation ") hereby requests Wells Fargo Bank, National Association (the "Bond Trustee "), as Bond Trustee under the bond indenture between the City of Newport Beach (the "City") and the Bond Trustee, dated as of February 1, 2011, relating to the City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011A, 2011B and 2011C (collectively, the "Bonds "), to pay to the following Persons the following amounts for the following purposes from the Costs of Issuance Fund: ITEM NO. TO AMOUNT PURPOSE The Corporation hereby certifies that obligations in the amounts stated above have been incurred by the Corporation and are presently due and payable, and that each item is a proper charge against the Costs of Issuance Fund and has not been previously paid from said fund or from the proceeds of the Bonds. Dated: , 200 HOAG MEMORIAL HOSPITAL PRESBYTERIAN By: Authorized Representative OHS West:261051319.1 B -1 EXHIBIT B FORM OF REQUISITION - PROJECT FUND REQUISITION NO. _ - PROJECT FUND To: Wells Fargo Bank, National Association 707 Wilshire Boulevard Los Angeles, California Attn: Corporate Trust Services Re: City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011A, 2011B and 2011C The undersigned, on behalf of Hoag Memorial Hospital Presbyterian (the "Corporation "), hereby requests payment, from the Project Fund (as defined in the Indenture executed and delivered in connection with the Bonds, the "Indenture "), the total amount shown below to the order of the payee or payees named below, as payment or reimbursement for costs incurred or expenditures made in connection with the Project (as defined in the Indenture). The item number of payment, payee(s), the purpose by serial classification and the amount of the disbursement requested are as follows: SEE SCHEDULE I ATTACHED HERETO The Corporation hereby certifies as follows: That each obligation mentioned herein is relating to the Project, has been properly incurred by the Corporation and is presently due and payable and is a proper charge against the Project Fund, and each item for which payment is requested is or was necessary in connection with the acquisition, construction, installation, or rehabilitation of the Project. None of the items for which payment is requested has been paid previously from the Project Fund and none of the payments herein requested will result in a breach of the representations and agreements in the Tax Agreement (as defined in the Indenture) relating to the Project. Dated: HOAG MEMORIAL HOSPITAL PRESBYTERIAN 0 Authorized Representative OHS West:261051319.1 B -I TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; CONTENT OF CERTIFICATES AND OPINIONS Section1.01. Definitions ....................................................................... ............................... 21 Section 1.02. Content of Certificates and Opinions .............................. ............................... 42 Section 1.03. Interpretation ..................................................................... .............................43 ARTICLE II THE BONDS Section 2.01. Authorization of Bonds ................................................... ............................... 43 Section 2.02. Terms of the Bonds; Registration; Denominations; Payment of Principal and Interest ...................................................... ............................... 44 Section 2.03. Initial Interest Rate; Subsequent Interest Rates .............. ............................... 47 Section 2.04. Daily Interest Rate Period and Weekly Interest Rate Period ......................... 47 Section 2.05. Long -Term Interest Rate Period ..................................... ............................... 50 Section 2.06. Short-Term Interest Rate Periods... ....................... ........................................ 53 Section 2.07. Remarketing Window Interest Rate Period .................... ............................... 55 Section 2.08. Notice of Conversion; Conditions .................................. ............................... 57 Section 2.09. Execution of Bonds ......................................................... ............................... 58 Section 2.10. Transfer of Bonds ........................................................... ............................... 58 Section 2.11. Exchange of Bonds ......................................................... ............................... 59 Section 2.12. Bond Register .................................................................. ............................... 59 Section2.13. Temporary Bonds ............................................................ ............................... 59 Section 2.14. Bonds Mutilated, Lost, Destroyed or Stolen ................... ............................... 59 Section 2.15. Use of Securities Depository .......................................... ............................... 60 ARTICLE III ISSUANCE OF BONDS; APPLICATION OF PROCEEDS Section 3.01. Issuance of Bonds ........................................................... ............................... 62 Section 3.02. Application of Proceeds of Bonds .................................. ............................... 62 Section 3.03. Establishment and Application of Costs of Issuance Fund ............................ 62 Section 3.04. Establishment and Application of the Project Fund ....... ............................... 62 Section 3.05. Validity of Bonds ............................................................ ............................... 64 ARTICLE IV REDEMPTION AND TENDER OF BONDS OHS West:261051319.1 -i- TABLE OF CONTENTS (continued) Page Section 4.01. Terms of Redemption ..................................................... ............................... 64 Section 4.02. Selection of Bonds for Redemption ................................ ............................... 66 Section 4.03. Notice of Redemption ..................................................... ............................... 66 Section 4.04. Partial Redemption of Bonds .......................................... ............................... 67 Section 4.05. Effect of Redemption ...................................................... ............................... 67 Section 4.06. Optional Tender During Daily Interest Rate Period and Weekly Interest Rate Period ......................................................... ............................... 67 Section 4.07. Mandatory Tender for Purchase On Day Next Succeeding the Last Day of Each Bond Interest Term .................................... ............................... 68 Section 4.08. Mandatory Tender for Purchase on First Day of Each Interest Rate Period.............................................................................. ............................... 68 Section 4.09. Mandatory Tender for Purchase upon Termination, Replacement, Addition or Expiration of Liquidity Facility; Mandatory Liquidity Tender............................................................................. ............................... 69 Section 4.10. Optional and Mandatory Tender During Remarketing Window Interest RatePeriod ...................................................................... ............................... 69 Section 4.11. Mandatory Tender at Direction of the Corporation ........ ............................... 71 Section 4.12. Notice of Mandatory Tender for Purchase ...................... ............................... 71 Section 4.13. General Provisions Relating to Tenders ......................... ............................... 72 Section 4.14. Irrevocable Notice Deemed to be Tender of Bond; Undelivered Bonds ....... 76 Section 4.15. Remarketing of Bonds; Notice of Interest Rates ............ ............................... 77 Section 4.16. The Remarketing Agent .................................................. ............................... 78 Section 4.17. Qualifications of Remarketing Agent; Resignation; Removal ...................... 78 Section 4.18. Successor Remarketing Agents ....................................... ............................... 79 Section 4.19. The Tender Agent ........................................................... ............................... 79 Section 4.20. Qualifications of Tender Agent; Resignation; Removal . ............................... 80 Section 4.21. Successor Tender Agents ................................................ ............................... 80 Section 4.22. Inadequate Funds for Tenders ......................................... ............................... 81 Section 4.23. Purchase in Lieu of Optional Redemption ...................... ............................... 81 ARTICLE V REVENUES Section 5.01. Pledge and Assignment; Revenue Fund ......................... ............................... 81 OHS West261051319.1 -11- TABLE OF CONTENTS (continued) Page Section 5.02. Allocation of Revenues ................................................... ............................... 82 Section 5.03. Application of Interest Account ...................................... ............................... 83 Section 5.04. Application of Principal Account ................................... ............................... 83 Section 5.05. Application of Redemption Fund .................................... ............................... 85 Section5.06. Rebate Fund .................................................................... ............................... 85 Section 5.07. Investment of Moneys in Funds and Accounts ............... ............................... 86 Section 5.08. Credit Facility; Credit Facility Fund ............................... ............................... 88 ARTICLE VI PARTICULAR COVENANTS Section 6.01. Punctual Payment ............................................................ ............................... 89 Section 6.02. Extension of Payment of Bonds ...................................... ............................... 90 Section 6.03. Against Encumbrances .................................................... ............................... 90 Section 6.04. Power to Issue Bonds and Make Pledge and Assignment ............................. 90 Section 6.05. Accounting Records and Financial Statements ............... ............................... 90 Section 6.06. Tax Covenants ................................................................ ............................... 91 Section 6.07. Enforcement of Loan Agreement and Obligation No. 10 .............................. 91 Section 6.08. Amendment of Loan Agreement .................................... ............................... 91 Section6.09. Waiver of Laws ............................................................... ............................... 93 Section 6.10. Further Assurances .......................................................... ............................... 93 Section 6.11. Continuing Disclosure .................................................... ............................... 93 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS Section 7.01. Events of Default... ............................................... ....................... ........... .... 93 Section 7.02. Acceleration of Maturities .............................................. ............................... 94 Section 7.03. Application of Revenues and Other Funds After Default .............................. 96 Section 7.04. Bond Trustee to Represent Bondholders ........................ ............................... 97 Section 7.05. Credit Facility Provider's and Bondholders' Direction of Proceedings ........ 97 Section 7.06. Limitation on Bondholders' Right to Sue ....................... ............................... 98 Section 7.07. Absolute Obligation of City ............................................ ............................... 98 Section 7.08. Termination of Proceedings ............................................ ............................... 98 Section 7.09. Remedies Not Exclusive ................................................. ............................... 99 OHS West261051319.1 -111- TABLE OF CONTENTS (continued) Page Section 7.10. No Waiver of Default ...................................................... ............................... 99 ARTICLE VIII THE BOND TRUSTEE Section 8.01. Appointment, Duties, Immunities and Liabilities of Bond Trustee ............... 99 Section 8.02. Merger or Consolidation ............................................... ............................... 101 Section 8.03. Liability of Bond Trustee .............................................. ............................... 101 Section 8.04. Right of Bond Trustee to Rely on Documents .............. ............................... 103 Section 8.05. Preservation and Inspection of Documents ................... ............................... 103 Section 8.06. Compensation and Indemnif ication .............................. ............................... 103 Section 8.07. Bond Trustee's Relationship to City ............................. ............................... 104 ARTICLE IX MODIFICATION OR AMENDMENT OF THIS BOND INDENTURE Section 9.01. Amendments Permitted ................................................. ............................... 104 Section 9.02. Effect of Supplemental Bond Indenture ....................... ............................... 106 Section 9.03. Endorsement of Bonds; Preparation of New Bonds ..... ............................... 107 Section 9.04. Amendment of Particular Bonds ................................... ............................... 107 ARTICLE X DEFEASANCE Section 10.01. Discharge of Indenture .................................................. ............................... 107 Section 10.02. Discharge of Liability on Bonds ................................... ......................._....... 108 Section 10.03. Deposit of Money or Securities with Bond Trustee ...... ............................... 108 Section 10.04. Payment of Bonds After Discharge of Bond Indenture ............................... 109 ARTICLE XI MISCELLANEOUS Section 11.01. Limited Liability of City ............................................... ............................... 110 Section 11.02. Successor is Deemed Included in All References to Predecessor ............... 110 Section 11.03. Limitation of Rights to Parties, City, Bond Trustee the Corporation, the Liquidity Facility Provider, the Credit Facility Provider and Bondholders.................................................................. ............................... 110 Section 11.04. Waiver of Notice ............................... ............................... ............................110 Section 11.05. Destruction of Bonds .................................................... ............................... 110 Section 11.06. Severability of Invalid Provisions ................................. ............................... 110 OHS West261051319.1 -iv- TABLE OF CONTENTS (continued) Page Section11.07. Notices .......................................................................... ............................... 111 Section 11.08. Evidence of Rights of Bondholders .............................. ............................... 112 Section 11.09. Disqualified Bonds ........................................................ ............................... 113 Section 11.10. Consent Rights of the Credit Facility Provider; Credit Facility Provider Deemed Holder of Bonds .............................................. ............................... 113 Section 11.11. Money Held for Particular Bonds ................................. ............................... 113 Section 11.12. Funds and Accounts ...................................................... ............................... 114 Section 11.13. Waiver of Personal Liability ......................................... ............................... 114 Section 11.14. Business Days ............................................................... ............................... 114 Section 11.15. Affiliates Not Liable ..................................................... ............................... 114 Section 11.16. Governing Law ............................................................. ............................... 114 Section 11.17. Execution in Several Counterparts ................................ ............................... 114 EXHIBIT A — FORM OF REQUISITION — COSTS OF ISSUANCE FUND A -1 EXHIBIT B — FORM OF REQUISITION — PROJECT FUND ................ ............................... B -1 OHS West:261051319.1 -v-