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ARTICLE III-A <br /> MANDATORY TENDER AND REMARKETING OF SERIES 2001A BONDS <br /> Section 3A.01. Mandatory Tender of Series 2001A 2001 Tax-Exempt Bonds. <br /> (1) Subject to the provisions of subsection (3)below, the Holder of each Series 2001A 2001 <br /> Tax-Exempt Bond shall tender such Series 2001-A 2001 Tax-Exempt Bond to the Trustee for purchase on <br /> the Mandatory Tender Date, all as more fully provided in this Section 3A.01. <br /> (2) Notice of the Mandatory Tender Date(a"Mandatory Tender Notice")shall be given by the <br /> Trustee,by first-class mail,postage prepaid,to the Holders of all Series 2001 A 2001 Tax-Exempt Bonds at <br /> their addresses appearing on the Bond Register maintained by the Trustee not less than 15 days prior to the <br /> Mandatory Tender Date. Such Notice shall specify the Mandatory Tender Date and state(i)that all Series <br /> 2901A 2001 Tax-Exempt Bonds shall be purchased on the Mandatory Tender Date at a purchase price equal <br /> to the principal amount thereof plus accrued interest thereon,and(ii)that all Series 290-1-A 2001 Tax-Exempt <br /> Bonds must be tendered for purchase at or before 12:00 noon,Minneapolis time,on the Business Day prior <br /> to the Mandatory Tender Date together with an appropriate instrument of transfer executed in blank,and the <br /> Holder of any such Series 2001A 2001 Tax-Exempt Bond which is not so tendered but for which there has <br /> been irrevocably deposited with the Trustee an amount sufficient to pay the purchase price thereof(an <br /> "Untendered Bond")shall not be entitled to receive interest on such Series 2001 A 2001 Tax-Exempt Bond <br /> for any period beginning on or after the Mandatory Tender Date. A copy of any Mandatory Tender Notice <br /> shall be delivered by the Trustee to the Remarketing Agent and the Borrower. <br /> (3) All Series 2001A 2001 Tax-Exempt Bonds shall be tendered to the Trustee for purchase at <br /> or before 12:00 noon Minneapolis time on the Business Day prior to the Mandatory Tender Date, by <br /> delivering such Series 290 2001 Tax-Exempt Bonds to the Trustee together with an appropriate instrument <br /> of transfer duly executed in blank. On the Mandatory Tender Date, the Trustee acting on behalf of the <br /> Borrower and for the benefit of the Holders of the Series 2001 A 2001 Tax-Exempt Bonds from time to time, <br /> shall purchase or cause to be purchased all Series 2001 A 2001 Tax-Exempt Bonds at a purchase price equal <br /> to the principal amount thereof plus accrued interest thereon. Funds for the payment of the purchase price <br /> of such Series 2001A 2001 Tax-Exempt Bonds shall be drawn by the Trustee from the Bond Purchase Fund <br /> as provided in Section 3A.08. <br /> Section 3A.02. Duties of Trustee. The Trustee agrees, and will cause each of its agents to agree, <br /> that it will: <br /> (1) hold all Series 2001 A 2001 Tax-Exempt Bonds delivered to it pursuant to Section <br /> 3A.01 hereunder in trust solely for the benefit of the respective Bondholders which shall have so <br /> tendered such Series 2001A 2001 Tax-Exempt Bonds for purchase until the payment of the purchase <br /> price with respect to such Series 2001A 2001 Tax-Exempt Bonds; and <br /> (2) hold all moneys delivered to it hereunder for the purchase of such Series 2001A <br /> 2001 Tax-Exempt Bonds in trust solely for the benefit of the Holders which shall have so tendered <br /> such Series 2001A 2001 Tax-Exempt Bonds for purchase until such moneys shall have been <br /> delivered to or for the account of such Bondholders. <br /> - 32 - <br />