Standby Bond Purchase Agreements

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The remarketing agent acts as a remarketing agent for a large number of VRDO and acquires such bonds on a routine basis on its own behalf. The remarketing agent has the right, but is not obliged to acquire the proposed VRDO on its own account and regularly acquires, at its discretion, a VRDO of this type, in order to obtain a successful reissue of the VRDO (i.e. otherwise there are not enough buyers to purchase the VRDO) or for other reasons. However, the remarketing agent is not required to purchase VRDO and may terminate it at any time without notice. The remarketing agent may also make a deal in the VRDO by buying and selling routine VRDO, except in combination with optional or mandatory tendering and remarketing. These purchases and sales may be less than or less than the nominal value. However, the remarketing agent is not required to make a deal in the VRDO. The remarketing agent may also sell any VRDO they have purchased to one or more collectively owned vehicles or enter into derivative agreements with related companies or others in order to reduce their exposure to VRDO. The purchase of VRDO by the remarketing agent may give the impression of increased demand for VRDO in the market than would otherwise be the case without the participation of the remarketing agent. The practices described above may also have the effect of reducing VRDO tenders in the case of remarketing. In the event that a bondholder (including the remarketing agent in his or her individual capacity when the holder is a holder) wishes to sell bonds, the holder may, while the bonds are in periodic redemption mode, announce the bonds for purchase at a nominal price plus accrued interest by completing and providing a tender notification to the tender agent.

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